EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan of Merger • October 13th, 2000 • Waste Holdings Inc
Exhibit 10.13 SIXTH AMENDMENT TO CREDIT AGREEMENT This SIXTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment") dated as of March 29, 2002, is among (a) WASTE HOLDINGS, INC., a North Carolina corporation having its principal place of business at 3301...Credit Agreement • March 29th, 2002 • Waste Holdings Inc • Blank checks
Exhibit 10.12 FIFTH AMENDMENT TO CREDIT AGREEMENT AND AMENDMENT TO SECURITY DOCUMENTS This FIFTH AMENDMENT TO CREDIT AGREEMENT AND AMENDMENT TO SECURITY DOCUMENTS (this "Amendment") dated as of March 31, 2001, is among (a) WASTE INDUSTRIES, INC., a...Credit Agreement • March 29th, 2002 • Waste Holdings Inc • Blank checks
Exhibit 10.8 FIRST AMENDMENT TO CREDIT AGREEMENT ----------------------------------- This FIRST AMENDMENT (this "Amendment") dated as of February 10, 2000, is among (a) WASTE INDUSTRIES, INC., a North Carolina corporation having its principal place of...Credit Agreement • April 2nd, 2001 • Waste Holdings Inc • Blank checks
EXHIBIT 2.1 AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan • November 21st, 2000 • Waste Holdings Inc • Blank checks
RECITALSChange in Control Agreement • March 31st, 2003 • Waste Industries Usa Inc • Blank checks • North Carolina
Exhibit 10.11 FOURTH AMENDMENT TO CREDIT AGREEMENT ------------------------------------ This FOURTH AMENDMENT (this "Amendment") dated as of November 20, 2000, is among (a) WASTE INDUSTRIES, INC., a North Carolina corporation having its principal...Credit Agreement • April 2nd, 2001 • Waste Holdings Inc • Blank checks
JOINT FILING AGREEMENTJoint Filing Agreement • December 19th, 2007 • Waste Industries Usa Inc • Refuse systems
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT Dated as of March 24, 2006 by and among WASTE INDUSTRIES USA, INC. AND ITS SUBSIDIARIES (the “Borrowers”) THE LENDING INSTITUTIONS PARTY HERETO (the “Banks”) and BANK OF AMERICA, N.A., as Administrative...Revolving Credit Agreement • March 30th, 2006 • Waste Industries Usa Inc • Refuse systems • Tennessee
This AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT is made as of March 24, 2006, by and among (a) WASTE INDUSTRIES USA, INC., a North Carolina corporation having its principal place of business at 3301 Benson Drive, Suite 601, Raleigh, North Carolina 27609 (the “Parent”), and each of the subsidiaries of the Parent (the “Subsidiaries” and together with the Parent, the “Borrowers”), (b) BANK OF AMERICA, N.A., a national banking association having a place of business at 100 Federal Street, Boston, Massachusetts 02110 (acting in its individual capacity, “Bank of America”), and the other lending institutions listed on Schedule 1 (collectively, the “Banks”), (c) BANK OF AMERICA, as Administrative Agent for the Banks (the “Administrative Agent”), (d) WACHOVIA BANK, N.A., as Syndication Agent for the Banks (the “Syndication Agent”) and (e) BRANCH BANKING AND TRUST COMPANY, as Documentation Agent for the Banks (the “Documentation Agent”).
AGREEMENT AND PLAN OF MERGER among MARLIN HOLDCO LP, MARLIN MERGECO INC. and WASTE INDUSTRIES USA, INC. Dated as of December 17, 2007Agreement and Plan of Merger • December 20th, 2007 • Waste Industries Usa Inc • Refuse systems • North Carolina
AGREEMENT AND PLAN OF MERGER, dated as of December 17, 2007 (this “Agreement”), among Marlin HoldCo LP, a Delaware limited partnership (“Parent”), Marlin MergeCo Inc., a North Carolina corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Waste Industries USA, Inc., a North Carolina corporation (the “Company”).
AMENDMENT AND CONSENTAmendment and Consent • May 17th, 2005 • Waste Industries Usa Inc • Refuse systems • New York
This AMENDMENT AND CONSENT (this “Amendment”) dated as of May 11, 2005, is among (a) WASTE INDUSTRIES USA, INC. (f/k/a Waste Holdings, Inc.), a North Carolina corporation having its principal place of business at 3301 Benson Drive, Suite 601, Raleigh, North Carolina 27609 (the “Company”), and each of the subsidiaries of the Company that has executed a Guaranty Agreement (as defined in each of the Note Agreements defined below) (the “Guarantors”) and (b) THE PRUDENTIAL INSURANCE COMPANY OF AMERICA (“Prudential”), PRUCO LIFE INSURANCE COMPANY, PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY, U.S. PRIVATE PLACEMENT FUND and any other noteholders who are or may become parties to the Note Agreements (as defined below) (collectively, the “Noteholders”).
FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • May 17th, 2004 • Waste Industries Usa Inc • Refuse systems
This FIRST AMENDMENT (this “Amendment”) dated as of March 31, 2004, is among (a) WASTE INDUSTRIES USA, INC., a North Carolina corporation having its principal place of business at 3301 Benson Drive, Suite 601, Raleigh, North Carolina 27609 (the “Parent”), and each of the subsidiaries of the Parent (the “Subsidiaries” and together with the Parent, the “Borrowers”), (b) FLEET NATIONAL BANK, a national banking association having its principal place of business at 100 Federal Street, Boston, Massachusetts 02110, and the other lending institutions listed on the signature pages hereto (collectively, the “Banks”), (c) FLEET NATIONAL BANK, as Administrative Agent for the Banks (the “Administrative Agent”), (d) WACHOVIA BANK, N.A., as Syndication Agent for the Banks (the “Syndication Agent”) and (e) BRANCH BANKING AND TRUST COMPANY, as Documentation Agent for the Banks (the “Documentation Agent”).
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • January 18th, 2007 • Waste Industries Usa Inc • Refuse systems • North Carolina
THIS AGREEMENT between Waste Industries USA, Inc., a North Carolina corporation (the “Company”), and Harrell J. (“Jim”) Auten, III (the “Employee”), is made as of this 15th day of January, 2007.
COMMITMENT INCREASE AGREEMENTCommitment Increase Agreement • September 22nd, 2005 • Waste Industries Usa Inc • Refuse systems • Massachusetts
This Commitment Increase Agreement (this “Agreement”), dated as of September 16, 2005, is by and among Waste Industries USA, Inc., a North Carolina corporation (the “Parent”), its Subsidiaries (collectively with the Parent, the “Borrowers”), Bank of America, N.A. (the “Increasing Bank”) and Bank of America, N.A. (successor by merger to Fleet National Bank) as Administrative Agent (the “Administrative Agent”), for the Banks (as hereinafter defined). All capitalized terms used herein without definitions shall have the meanings given such terms in the Credit Agreement (as hereinafter defined).
WASTE HOLDINGS, INC. AMENDED AND RESTATED NOTE PURCHASE AGREEMENT SENIOR NOTES DUE APRIL 3, 2006 as of March 31, 2001Note Purchase Agreement • March 30th, 2004 • Waste Industries Usa Inc • Refuse systems • New York
EMPLOYMENT AGREEMENTEmployment Agreement • August 12th, 2005 • Waste Industries Usa Inc • Refuse systems • North Carolina
This Employment Agreement (the “Agreement”) is made this 10th day of August 2005, effective as of January 1, 2005 (the “Effective Date”), by and between Waste Industries USA, Inc., a North Carolina corporation (the “Company”), and Lonnie C. Poole, Jr. (the “Employee”), an individual residing in Wake County, North Carolina.
JOINT FILING AGREEMENTJoint Filing Agreement • November 2nd, 2007 • Waste Industries Usa Inc • Refuse systems
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.
AMENDMENT AND CONSENTAnd • March 30th, 2006 • Waste Industries Usa Inc • Refuse systems • New York
This AMENDMENT AND CONSENT (this “Amendment”) dated as of March 24, 2006, is among (a) WASTE INDUSTRIES USA, INC. (f/k/a Waste Holdings, Inc.), a North Carolina corporation having its principal place of business at 3301 Benson Drive, Suite 601, Raleigh, North Carolina 27609 (the “Company”), and each of the subsidiaries of the Company that has executed a Guaranty Agreement (as defined in each of the Note Agreements defined below) (the “Guarantors”) and (b) THE PRUDENTIAL INSURANCE COMPANY OF AMERICA (“Prudential”) and any other noteholders who are or may become parties to the Note Agreements (as defined below) (collectively, the “Noteholders”).
SETTLEMENT AGREEMENT AND RELEASESettlement Agreement and Release • November 28th, 2005 • Waste Industries Usa Inc • Refuse systems • Georgia
This Settlement Agreement and Release (the “Settlement Agreement”) is made and entered into as of the 21st day of November, 2005, by, between and among TransWaste Services, LLC, f/k/a Trans Waste Services, Inc. (“TransWaste”), Waste Industries USA, Inc. (“WWIN”), Maple Hill Landfill, Inc. (“Maple Hill”), Thomas C. Cannon (“Cannon”) and J. Bruce Melton (“Melton”) (collectively, the “Parties”).
SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • May 17th, 2005 • Waste Industries Usa Inc • Refuse systems
This SECOND AMENDMENT (this “Amendment”) dated as of May 11, 2005, is among (a) WASTE INDUSTRIES USA, INC., a North Carolina corporation having its principal place of business at 3301 Benson Drive, Suite 601, Raleigh, North Carolina 27609 (the “Parent”), and each of the subsidiaries of the Parent (the “Subsidiaries” and together with the Parent, the “Borrowers”), (b) FLEET NATIONAL BANK, a national banking association having its principal place of business at 100 Federal Street, Boston, Massachusetts 02110, and the other lending institutions listed on the signature pages hereto (collectively, the “Banks”), (c) FLEET NATIONAL BANK, as Administrative Agent for the Banks (the “Administrative Agent”), (d) WACHOVIA BANK, N.A., as Syndication Agent for the Banks (the “Syndication Agent”) and (e) BRANCH BANKING AND TRUST COMPANY, as Documentation Agent for the Banks (the “Documentation Agent”).
AMENDMENT AND CONSENTAmendment and Consent • March 30th, 2004 • Waste Industries Usa Inc • Refuse systems • New York
This AMENDMENT AND CONSENT (this “Amendment”) dated as of August 27, 2003, is among (a) WASTE INDUSTRIES USA, INC. (f/k/a Waste Holdings, Inc.), a North Carolina corporation having its principal place of business at 3301 Benson Drive, Suite 601, Raleigh, North Carolina 27609 (the “Company”), and each of the subsidiaries of the Company that has executed a Guaranty Agreement (as defined in each of the Note Agreements defined below) (the “Guarantors”) and (b) THE PRUDENTIAL INSURANCE COMPANY OF AMERICA {“Prudential”), PRUCO LIFE INSURANCE COMPANY, PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY, U.S. PRIVATE PLACEMENT FUND and any other noteholders who are or may become parties to the Note Agreements (as defined below) (collectively, the “Noteholders”).
AMENDMENT AND CONSENTAmendment and Consent • May 17th, 2004 • Waste Industries Usa Inc • Refuse systems • New York
This AMENDMENT AND CONSENT (this “Amendment”) dated as of May 5, 2004, is among (a) WASTE INDUSTRIES USA, INC. (f/k/a Waste Holdings, Inc.), a North Carolina corporation having its principal place of business at 3301 Benson Drive, Suite 601, Raleigh, North Carolina 27609 (the “Company”), and each of the subsidiaries of the Company that has executed a Guaranty Agreement (as defined in each of the Note Agreements defined below) (the “Guarantors”) and (b) THE PRUDENTIAL INSURANCE COMPANY OF AMERICA (“Prudential”), PRUCO LIFE INSURANCE COMPANY, PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY, U.S. PRIVATE PLACEMENT FUND and any other noteholders who are or may become parties to the Note Agreements (as defined below) (collectively, the “Noteholders”).
SUPPORT AGREEMENTSupport Agreement • November 2nd, 2007 • Waste Industries Usa Inc • Refuse systems
This SUPPORT AGREEMENT (this “ Agreement “) dated October 22, 2007, is made and entered into by and among those persons identified as the existing majority shareholder parties on Schedule A , attached hereto and incorporated herein by reference (collectively the “ Shareholder Parties “, and individually a “ Shareholder Party “), Macquarie Infrastructure Partners International, L.P., Macquarie Infrastructure Partners Canada, L.P., Macquarie Infrastructure Partners A, L.P. (collectively, “ Macquarie “), and GS Direct, LLC (“ Goldman “ and together with Macquarie and the Shareholder Parties, the “ Parties “).
WASTE HOLDINGS, INC. AMENDED AND RESTATED NOTE PURCHASE AND PRIVATE SHELF AGREEMENT PRIVATE SHELF FACILITY as of March 31, 2001Note Purchase And • March 30th, 2004 • Waste Industries Usa Inc • Refuse systems • New York
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • April 24th, 2007 • Waste Industries Usa Inc • Refuse systems
This Amendment to Employment Agreement (the “Amendment”) is made this 18th day of April 2007, by and between Waste Industries USA, Inc., a North Carolina corporation (the “Company”), and Lonnie C. Poole, Jr. (the “Employee”), an individual residing in Wake County, North Carolina.
AMENDMENT TO CHANGE IN CONTROL AGREEMENTChange in Control Agreement • January 18th, 2007 • Waste Industries Usa Inc • Refuse systems
THIS AMENDMENT TO CHANGE IN CONTROL AGREEMENT (this “Amendment”) between Waste Industries USA, Inc., a North Carolina corporation (the “Company”), and (the “Employee”), is made as of this 15th day of January, 2007.
LIMITED GUARANTEELimited Guarantee • December 20th, 2007 • Waste Industries Usa Inc • Refuse systems • New York
Limited Guarantee, dated as of December 17, 2007 (this “Limited Guarantee”), by each of the undersigned (each a “Guarantor”), in favor of Waste Industries USA, Inc., a North Carolina corporation (the “Guaranteed Party”). Capitalized terms used herein without definition have the meanings given to them in the Merger Agreement (as defined below).
