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 • Goldman Sachs Group Inc/ • Security brokers, dealers & flotation companies • 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”).
December 17, 2007 STRICTLY CONFIDENTIAL Marlin HoldCo LP c/o Macquarie Securities (USA) Inc.Goldman Sachs Group Inc/ • December 20th, 2007 • Security brokers, dealers & flotation companies • Delaware
INTERIM INVESTORS AGREEMENTInterim Investors Agreement • December 20th, 2007 • Goldman Sachs Group Inc/ • Security brokers, dealers & flotation companies • Delaware
This Interim Investors Agreement (the “Agreement”) is made as of December 17, 2007 by and among Marlin HoldCo LP, a Delaware limited partnership (“Parent”), Marlin MergeCo Inc., a North Carolina corporation and an indirect wholly-owned subsidiary of Parent (“Merger Sub”), and the other parties appearing on the signature pages hereto (the “Investors”).
AGREEMENT OF LIMITED PARTNERSHIP OF MARLIN HOLDCO LPAgreement • December 20th, 2007 • Goldman Sachs Group Inc/ • Security brokers, dealers & flotation companies • Delaware
This Agreement of Limited Partnership (this “Agreement”) of Marlin HoldCo LP is entered into this 17th day of December 2007 by Marlin HoldCo GP, LLC (the “General Partner”) and each of the Persons listed on the signature pages hereto as the limited partners (together with any other limited partners that may hereafter be admitted to the Partnership as a limited partner pursuant to the terms of this Agreement, the “Limited Partners” and, collectively with the General Partner, the “Partners”) pursuant to and in accordance with the Delaware Revised Uniform Limited Partnership Act (6 Del.C.§ 17-101, et seq.), as amended from time to time (the “Act”).
December 17, 2007 STRICTLY CONFIDENTIAL Marlin HoldCo LP Marlin MidCo Inc. c/o Macquarie Securities (USA) Inc.Goldman Sachs Group Inc/ • December 20th, 2007 • Security brokers, dealers & flotation companies • Delaware
December 17, 2007 STRICTLY CONFIDENTIAL Marlin HoldCo LP Marlin MidCo Inc. c/o Macquarie Securities (USA) Inc.Goldman Sachs Group Inc/ • December 20th, 2007 • Security brokers, dealers & flotation companies • Delaware
December 17, 2007 STRICTLY CONFIDENTIAL Marlin HoldCo LP Marlin MidCo Inc. c/o Macquarie Securities (USA) Inc.Goldman Sachs Group Inc/ • December 20th, 2007 • Security brokers, dealers & flotation companies • Delaware
LIMITED GUARANTEELimited Guarantee • December 20th, 2007 • Goldman Sachs Group Inc/ • Security brokers, dealers & flotation companies • 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).
ContractLimited Liability Company Agreement • December 20th, 2007 • Goldman Sachs Group Inc/ • Security brokers, dealers & flotation companies • Delaware
This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Marlin HoldCo GP, LLC (the “Company”), dated as of December 17, 2007, is made by each of the individuals or entities executing this Agreement or joined to this Agreement from time to time hereafter.
JOINDER AGREEMENTJoinder Agreement • December 20th, 2007 • Goldman Sachs Group Inc/ • Security brokers, dealers & flotation companies
THIS JOINDER AGREEMENT (the “Joinder Agreement”) is made and entered into by each of the DAMAS II CHARITABLE REMAINDER UNITRUST U/A/D DECEMBER 13, 2007 (the “Damas Trust”) and THE PERRY 2007 IRREVOCABLE TRUST U/A/D DECEMBER 13, 2007 (the “Perry Trust” and collectively with the Damas Trust, the “Joinder Parties”) so that they may join in and become bound and obligated by the terms of that certain Support Agreement dated October 22, 2007 (the “Agreement”) by and among those parties identified on the signature page attached thereto. Capitalized terms not otherwise defined in this Joinder Agreement shall have the same meanings as set forth in the Agreement.
