EXHIBIT 2.1 REORGANIZATION AGREEMENT

EXHIBIT 2.1

REORGANIZATION AGREEMENT

by and among

WASTE CORPORATION OF AMERICA, INC.,
a Delaware corporation,

WCA WASTE CORPORATION,
a Delaware corporation,

WCA HOLDINGS CORPORATION,
a Delaware corporation,

and

WCA MERGER CORPORATION,
a Delaware corporation

Dated as of

May 10, 2004

TABLE OF CONTENTS

PAGE

ARTICLE I. DEFINITIONS.............................................................................. 1
Section 1.1. Definitions.................................................................... 1
Section 1.2. Construction................................................................... 2
ARTICLE II. REORGANIZATION.......................................................................... 3
Section 2.1. Exchange of Waste Corp Options; Issuance of Shares of WCA Waste Common Stock... 3
Section 2.2. Merger of Merger Corp With and Into Waste Corp................................. 3
Section 2.3. Termination of Waste Corp Plan................................................. 3
Section 2.4. Capital Contribution Commitment and Guaranty Agreement......................... 4
Section 2.5. Conversion of Waste Corp Into a Limited Liability Company...................... 4
Section 2.6. Distribution of Capital Stock of WCA Holdings to WCA Waste..................... 4
Section 2.7. Termination of WCA Waste Plan.................................................. 4
Section 2.8. Distribution of Membership Interests in Waste Corp............................. 4
Section 2.9. Administrative Services Agreement.............................................. 4
Section 2.10. Tax Disaffiliation Agreement.................................................. 5
Section 2.11. Tax Treatment................................................................. 5
ARTICLE III. NON-COMPETITION........................................................................ 5
Section 3.1. No Competition with Waste Corp Operations...................................... 5
Section 3.2. No Competition with WCA Waste Operations....................................... 5
Section 3.3. Enforcement.................................................................... 5
ARTICLE IV. CONDITIONS.............................................................................. 6
Section 4.1. No Legal Preclusion............................................................ 6
Section 4.2. No Proceedings................................................................. 6
Section 4.3. Stockholder Approval of Conversion to Limited Liability Company................ 7
ARTICLE V. MISCELLANEOUS............................................................................ 7
Section 5.1. Parties Bound; No Third-Party Beneficiaries.................................... 7
Section 5.2. Entire Agreement; Amendments and Waivers....................................... 7
Section 5.3. Severability................................................................... 7
Section 5.4. Titles and Headings............................................................ 8
Section 5.5. No Consequential Damages....................................................... 8
Section 5.6. Governing Law.................................................................. 8
Section 5.7. Facsimile Signatures; Counterparts............................................. 8

Exhibit A -- Shares to Be Issued Upon Cancellation of Options............................. A-1

REORGANIZATION AGREEMENT

THIS REORGANIZATION AGREEMENT (this "Agreement") is made and entered into
as of this 10th day of May, 2004, by and among WASTE CORPORATION OF AMERICA,
INC., a Delaware corporation ("Waste Corp"), WCA WASTE CORPORATION, a Delaware
corporation and a wholly-owned subsidiary of Waste Corp ("WCA Waste"), WCA
HOLDINGS CORPORATION, a Delaware corporation and a wholly-owned subsidiary of
Waste Corp ("WCA Holdings"), and WCA MERGER CORPORATION, a Delaware corporation
and a wholly-owned subsidiary of WCA Waste ("Merger Corp").

RECITALS:

WHEREAS, WCA Holdings and its direct and indirect subsidiaries
(collectively, the "WCA Holdings Entities") currently conduct and have
historically conducted their businesses and operations separately from those of
Waste Corp and its direct and indirect subsidiaries other than the WCA Holdings
Entities (the "Waste Corp Entities"); and

WHEREAS, Waste Corp and WCA Holdings desire to reorganize themselves to
formally separate the businesses and operations of the WCA Holdings Entities
from those of the Waste Corp Entities by consummation of the transactions
described in this Agreement; and

WHEREAS, the parties to this Reorganization Agreement (each a "Party" and
collectively, the "Parties") desire to set forth the terms and conditions upon
which the reorganization described above shall be accomplished.

NOW, THEREFORE, for and in consideration of the foregoing and the mutual
covenants and agreements contained in this Agreement, each of the Parties,
intending to be legally bound, hereby agrees as follows:

ARTICLE I.
DEFINITIONS

SECTION 1.1. DEFINITIONS. When used in this Agreement, the following terms
shall have the respective meanings set forth below:

"Code" means the Internal Revenue Code of 1986, as amended.

"DGCL" means the Delaware General Corporation Law, as amended and in
effect from time to time.

"DLLCA" means the Delaware Limited Liability Company Act, as amended and
in effect from time to time.

"Effective Time" shall have the meaning given such term in the Merger
Agreement.

"Governmental Authority" means any federal, tribal, state, provincial or
local government, court, arbitrator, agency or commission or other governmental,
regulatory, judicial or administrative body or authority.

"Merger" has the meaning set forth in Section 2.2.

"Merger Agreement" has the meaning set forth in Section 2.2.

"Person" means an individual, partnership, corporation, limited liability
company, business trust, joint stock company, trust, unincorporated association,
joint venture, Governmental Authority or other entity of whatever nature.

"Separation Date" has the meaning set forth in Section 2.8.

"Transaction Documents" means, collectively, this Agreement, all Option
Holder Consents, the Merger Agreement, the Capital Contribution Commitment
Agreement, the Guaranty Agreement, the LLC Agreement, the Certificate of
Conversion, the Certificate of Formation, the Administrative Services Agreement
and the Tax Disaffiliation Agreement.

"Transfer" means any direct or indirect sale, assignment, mortgage,
transfer, pledge, hypothecation or other disposition or transfer.

"Waste Corp Common Stock" means the common stock, par value $0.01 per
share, of Waste Corp.

"Waste Corp Options" means all options for the purchase of shares of the
capital stock of Waste Corp, whether vested or unvested, issued pursuant to the
Waste Corp Plan and outstanding as of the date of this Agreement.

"Waste Corp Plan" means that certain Waste Corporation of America, Inc.
1999 Non-Qualified Stock Option Plan adopted by Waste Corp on January 20, 1999,
as amended from time to time thereafter.

"Waste Corp Subsidiary" means Transit Waste, LLC, a New Mexico limited
liability company, Waste Corporation of Central Florida, Inc., a Delaware
corporation, Waste Corporation of Florida, Inc., a Florida corporation, Designer
Mulch, Inc., a Florida corporation, and any other wholly-owned, direct or
indirect subsidiary of Waste Corp, whether currently in existence or hereafter
formed.

"WCA Waste Common Stock" means the common stock, par value $0.01 per
share, of WCA Waste.

"WCA Waste Options" means all options for the purchase of shares of the
capital stock of WCA Waste, whether vested or unvested, issued pursuant to the
WCA Waste Plan.

"WCA Waste Plan" means that certain 2004 Non-Qualified Stock Option Plan
to be adopted by WCA Waste in connection with the Merger.

SECTION 1.2. CONSTRUCTION. Unless the context requires otherwise: (a) the
gender (or lack of gender) of all words used in this Agreement includes the
masculine, feminine, and neuter; (b) the term "include" or "includes" means
"includes, without limitation," and "including" means "including, without
limitation;" (c) references to Articles and Sections refer to Articles and

Sections of this Agreement, unless otherwise specified; (d) references to
Exhibits refer to the Exhibits attached to this Agreement, which are made a part
hereof for all purposes; and (e) references to money refer to legal currency of
the United States of America.

ARTICLE II.
REORGANIZATION

In order to effect the separation of the WCA Holdings Entities from the
Waste Corp Entities, each of the Parties shall use its respective commercially
reasonable best efforts to take or cause to be taken the actions set forth in
this Article II in the order set forth in this Article II as soon as reasonably
practicable following the date of this Agreement:

SECTION 2.1. EXCHANGE OF WASTE CORP OPTIONS; ISSUANCE OF SHARES OF WCA
WASTE COMMON STOCK.

(a) As part of the Merger described in Section 2.2, each Waste Corp Option
shall be exchanged for a WCA Waste Option with terms and conditions
substantially identical to those of the Waste Corp Option for which it is
exchanged. In connection therewith, WCA Waste and Waste Corp shall obtain, prior
to consummation of the Merger, a written consent of each holder of Waste Corp
Options in form and substance reasonably acceptable to the Parties (each an
"Option Holder Consent" and collectively, the "Option Holder Consents"),
pursuant to which such holder consents to such exchange.

(b) After the Merger but immediately prior to the Separation Date, WCA
Waste shall issues shares of WCA Waste Common Stock in cancellation of the WCA
Waste Options issued as part of the Merger, as described in Section 2.1(a). WCA
Waste irrevocably agrees to issue such shares of WCA Waste Common Stock without
further action effective immediately prior to the Separation Date. The number of
shares of WCA Waste Common Stock to be issued in cancellation of the WCA Waste
Options is set forth on Exhibit A hereto.

SECTION 2.2. MERGER OF MERGER CORP WITH AND INTO WASTE CORP. As soon as
reasonably practicable after WCA Waste and Waste Corp obtain all of the Option
Holder Consents, Merger Corp shall merge with and into Waste Corp (the "Merger")
on and subject to the terms and conditions set forth in an agreement and plan of
merger by and among Merger Corp, Waste Corp and WCA Waste in the form agreed to
by the Parties (the "Merger Agreement"), which merger shall be effected pursuant
to and in accordance with the provisions of Section 251(g) of the DGCL. As
provided in the Merger Agreement, Waste Corp shall be the survivor of the
Merger. Upon the effectiveness of the Merger, Waste Corp shall become a
wholly-owned subsidiary of WCA Waste, and the stockholders of Waste Corp shall
becOme the stockholders of WCA Waste.

SECTION 2.3. TERMINATION OF WASTE CORP PLAN. Simultaneously with the
consummation of the Merger and effective as of the Effective Time, Waste Corp
shall terminate the Waste Corp Plan.

SECTION 2.4. CAPITAL CONTRIBUTION COMMITMENT AND GUARANTY AGREEMENT.

(a) Simultaneously with the consummation of the Merger, WCA Waste shall
enter into a capital contribution commitment agreement with Waste Corp in the
form agreed to by the Parties (the "Capital Contribution Commitment Agreement"),
pursuant to which WCA Waste will, as additional consideration for Waste Corp
entering into the Merger Agreement and consummating the Merger, agree to make a
contribution to the capital of Waste Corp in the amount of $20 million if and
when WCA Waste closes an initial public offering of shares of WCA Waste Common
Stock on or before August 31, 2004.

(b) Simultaneously with the consummation of the Merger, WCA Waste shall
also enter into a guaranty agreement with Waste Corp in the form agreed to by
the Parties (the "Guaranty Agreement"), pursuant to which WCA Waste will agree
to guarantee payment of all of the obligations of Waste Corp pursuant to that
certain promissory note dated September 28, 2000 payable by Waste Corp to Waste
Management, Inc. in the initial principal amount of $10,446,582. By its terms,
such Guaranty Agreement shall only become effective if WCA Waste fails to close
an initial public offering of shares of WCA Waste Common Stock on or before
August 31, 2004.

SECTION 2.5. CONVERSION OF WASTE CORP INTO A LIMITED LIABILITY COMPANY.
Promptly following the Effective Time, Waste Corp shall convert from a
corporation into a limited liability company pursuant to and in accordance with
the provisions of Section 266 of the DGCL and Section 18-214 of the DLLCA by
adopting a limited liability company agreement in the form agreed to by the
Parties (the "LLC Agreement") and then filing a certificate of conversion in the
form agreed to by the Parties (the "Certificate of Conversion") and a
certificate of formation in the form agreed to by the Parties (the "Certificate
of Formation") with the Delaware Secretary of State.

SECTION 2.6. DISTRIBUTION OF CAPITAL STOCK OF WCA HOLDINGS TO WCA WASTE.
Immediately following the completion of the events described in Section 2.5,
Waste Corp shall distribute all of the outstanding capital stock of WCA Holdings
to WCA Waste.

SECTION 2.7. TERMINATION OF WCA WASTE PLAN. Immediately following the
cancellation of all of the WCA Waste Options pursuant to and in accordance with
the provisions of Section 2.1(b), WCA Waste shall terminate the WCA Waste Plan
and adopt the WCA Waste Corporation 2004 Incentive Plan.

SECTION 2.8. DISTRIBUTION OF MEMBERSHIP INTERESTS IN WASTE CORP.
Immediately prior to the closing of an initial public offering of shares of WCA
Waste Common Stock, or at such earlier time as WCA Waste and Waste Corp may
agree, WCA Waste shall distribute all of the membership interests in Waste Corp
to the stockholders of WCA Waste, pro rata in accordance with their respective
holdings of WCA Waste Common Stock as of the date of such distribution (the
"Separation Date").

SECTION 2.9. ADMINISTRATIVE SERVICES AGREEMENT. Simultaneously with the
distribution described in Section 2.8, WCA Waste and Waste Corp shall enter into
an administrative services agreement on mutually agreeable terms to be
negotiated by WCA Waste and Waste Corp (the "Administrative Services
Agreement"), pursuant to which WCA Waste and its subsidiaries will provide Waste
Corp and its subsidiaries with various services, including the

services of employees and executive officers, as well as administrative systems,
services and facilities and bonding and other similar arrangements, all as more
fully described therein, on and subject to the terms and conditions set forth
therein.

SECTION 2.10. TAX DISAFFILIATION AGREEMENT. Simultaneously with the
distribution described in Section 2.8, WCA Waste and Waste Corp shall enter into
a tax disaffiliation agreement on mutually agreeable terms to be negotiated by
WCA Waste and Waste Corp (the "Tax Disaffiliation Agreement"), providing for
certain agreements and indemnities between WCA Waste and Waste Corp with respect
to taxes and tax attributes relating to periods prior to the Separation Date.

SECTION 2.11. TAX TREATMENT. The Parties agree that the Merger shall be
treated as a nontaxable transaction under the Code.

ARTICLE III.
NON-COMPETITION

SECTION 3.1. NO COMPETITION WITH WASTE CORP OPERATIONS. In consideration
of the agreements of Waste Corp set forth in Section 3.2 and elsewhere in this
Agreement, WCA Waste, for itself and on behalf of all of its subsidiaries (other
than the Waste Corp Entities) whether presently existing or hereafter formed or
acquired (collectively, the "WCA Waste Parties"), hereby agrees that, for the
period commencing on the Separation Date and continuing through the fifth
anniversary of the Separation Date (the "Non-Competition Period"), no WCA Waste
Party shall in any manner, directly or indirectly, alone or in conjunction with
any other Person, acquire any interest in or undertake the operation of any
solid waste business or operation of any kind located within 50 miles of any
Waste Corp Party's (as defined in Section 3.2) existing operations in Florida,
Colorado or New Mexico as of the Separation Date.

SECTION 3.2. NO COMPETITION WITH WCA WASTE OPERATIONS. In consideration of
the agreements of WCA Waste set forth in Section 3.1 and elsewhere in this
Agreement, Waste Corp, for itself and on behalf of all of its subsidiaries
(other than WCA Waste and the WCA Holdings Entities) whether presently existing
or hereafter formed or acquired (collectively, the "Waste Corp Parties"), hereby
agrees that, for the duration of the Non-Competition Period, no Waste Corp Party
shall in any manner, directly or indirectly, alone or in conjunction with any
other Person, acquire any interest in or undertake the operation of any solid
waste business or operation of any kind located within 50 miles of any WCA Waste
Party's existing operations in Alabama, Arkansas, Kansas, Missouri, South
Carolina, Tennessee or Texas as of the Separation Date.

SECTION 3.3. ENFORCEMENT.

(a) If, at the time of enforcement of the provisions of Section 3.1
against any WCA Waste Party or the provisions of Section 3.2 against any Waste
Corp Party, a court of competent jurisdiction holds the restrictions stated
therein to be unreasonable under the circumstances then existing, then WCA
Waste, for itself and on behalf of each other WCA Waste Party, and Waste Corp,
for itself and on behalf of each other Waste Corp Party, each hereby agrees that
the maximum period, scope or geographical area reasonable under such
circumstances shall be

substituted for the stated period, scope or area and that the court shall be
allowed to revise the restrictions contained in such provision to cover the
maximum period, scope and area permitted by applicable law.

(b) WCA Waste, for itself and on behalf of each other WCA Waste Party, and
Waste Corp, for itself and on behalf of each other Waste Corp Party, each hereby
agrees that the restrictions stated in this ARTICLE III are reasonable and
further agrees never to challenge any one or more of these restrictions as
unreasonable under the then-existing circumstances. WCA Waste, for itself and on
behalf of each other WCA Waste Party, agrees that one or more of the Waste Corp
Parties would be damaged irreparably in the event any of the provisions of
Section 3.1 were not performed in accordance with their specific terms or were
otherwise breached and that money damages would be an inadequate remedy for any
such non-performance or breach, and Waste Corp, for itself and on behalf of each
other Waste Corp Party, agrees that one or more of the WCA Waste Parties would
be damaged irreparably in the event any of the provisions of Section 3.2 were
not performed in accordance with their specific terms or were otherwise breached
and that money damages would be an inadequate remedy for any such
non-performance or breach. Therefore, each Waste Corp Party and its successors
and assigns shall be entitled (in addition to any other rights and remedies
against the WCA Waste Parties existing in their favor) to an injunction or
injunctions to prevent any breach or threatened breach of any of the provisions
of Section 3.1 and to enforce such provisions specifically, without having to
post a bond therefore, and each WCA Waste Party and its successors and assigns
shall be entitled (in addition to any other rights and remedies against the
Waste Corp Parties existing in their favor) to an injunction or injunctions to
prevent any breach or threatened breach of any of the provisions of Section 3.2
and to enforce such provisions specifically, without having to post a bond
therefore.

ARTICLE IV.
CONDITIONS

The obligations of each of the Parties to complete the actions set forth
in Article II of this Agreement shall be subject to the prior or simultaneous
fulfillment of the following conditions precedent:

SECTION 4.1. NO LEGAL PRECLUSION. No statute, rule, regulation, executive
order, decree, ruling or preliminary or permanent injunction shall have been
enacted, entered, promulgated or enforced by any Governmental Authority in the
United States that prohibits, restrains, enjoins or restricts the consummation
of the transactions contemplated by this Agreement.

SECTION 4.2. NO PROCEEDINGS. No claim, action, suit, arbitration, inquiry
proceeding or investigation shall have been commenced by or before any
Governmental Authority in the United States which seeks to restrain or
materially and adversely alter or otherwise challenges any of the transactions
contemplated by this Agreement.

SECTION 4.3. STOCKHOLDER APPROVAL OF CONVERSION TO LIMITED LIABILITY
COMPANY. The stockholders of Waste Corp and WCA Waste shall have duly authorized
and approved the conversion of Waste Corp from a corporation into a limited
liability company by all action required under the DLLCA, the DGCL and Waste
Corp's certificate of incorporation and bylaws.

ARTICLE V.
MISCELLANEOUS

SECTION 5.1. PARTIES BOUND; NO THIRD-PARTY BENEFICIARIES. This Agreement
shall be binding upon and inure to the benefit of the Parties and their
respective successors and assigns; provided, however, that no Party may assign
or delegate any of its rights or obligations under this Agreement to any other
Person without the prior written consent of each other Party. Except as provided
in ARTICLE III, nothing in this Agreement, express or implied, is intended to or
shall confer upon any Person other than the Parties and their respective
successors and permitted assigns any rights, benefits or remedies of any nature
whatsoever under or by reason of this Agreement.

SECTION 5.2. ENTIRE AGREEMENT; AMENDMENTS AND WAIVERS. This Agreement,
together with the other Transaction Documents and all Exhibits and Schedules
hereto and thereto, constitute the entire agreement among the Parties regarding
the subject matter hereof and supersede all prior and contemporaneous
agreements, understandings, negotiations and discussions, whether oral or
written, of the Parties regarding the subject matter hereof, and there are no
unwritten representations, warranties or other agreements among the Parties
regarding the subject matter hereof. No amendment, modification or supplement of
this Agreement or any provision hereof shall be binding upon any Party unless it
shall be specifically designated as such and shall be executed in writing by the
Party or Parties to be bound thereby. No waiver of any of the provisions of this
Agreement shall be binding upon any Party unless executed in writing by the
Party or Parties to be bound thereby. No waiver of any of the provisions of this
Agreement shall be deemed or shall constitute a waiver of any other provision of
this Agreement (whether or not similar), nor shall such waiver constitute a
continuing waiver, unless otherwise expressly provided therein.

SECTION 5.3. SEVERABILITY. The provisions of this Agreement shall be
deemed to be severable, and if one or more of the provisions of this Agreement
are at any time found to be invalid by a court, tribunal or other forum of
competent jurisdiction, or otherwise rendered unenforceable, such decision shall
not have the effect of invalidating or voiding the remainder of this Agreement.
In such event, this Agreement shall be deemed amended by modifying or severing
such provision or provisions as necessary to render it valid, legal and
enforceable while preserving its intent, or if that is not possible, by
substituting another provision that is valid, legal and enforceable which
materially effectuates the Parties' intent. Any such invalid or unenforceable
provision or provisions shall be severable from this Agreement, so that the
validity or enforceability of the remaining provisions of this Agreement, or the
validity of the provision(s) in question in any other jurisdiction, shall not be
affected thereby.

SECTION 5.4. TITLES AND HEADINGS. The Article and Section headings and any
table of contents contained in this Agreement are solely for convenience of
reference and shall not affect the meaning or interpretation of this Agreement
or any term or provision hereof.

SECTION 5.5. NO CONSEQUENTIAL DAMAGES. Notwithstanding any other provision
of this Agreement, under no circumstances shall any Party be liable to any other
Party for any consequential, incidental, indirect, punitive, exemplary or
special damages resulting from any cause whatsoever under or in connection with
this Agreement or the transactions contemplated

by this Agreement, whether arising in contract, warranty, tort (including
negligence), strict liability, indemnity or otherwise.

SECTION 5.6. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the internal and substantive laws of the State of
Texas, without regard to any conflicts of laws concepts thereof which would
result in the application of the substantive law of any other jurisdiction.

SECTION 5.7. FACSIMILE SIGNATURES; COUNTERPARTS. Facsimile transmission of
any signed original document and/or retransmission of any signed facsimile
transmission shall be the same as delivery of an original. At the request of any
Party to this Agreement, the Parties will confirm facsimile transmission by
signing a duplicate original document. This Agreement may be executed in
multiple counterparts, each of which shall be deemed an original and all of
which together shall be considered one and the same agreement.

(SIGNATURE PAGE FOLLOWS)

IN WITNESS WHEREOF, each of the Parties has duly executed this Agreement
as of the date first set forth above.

"WASTE CORP"

WASTE CORPORATION OF AMERICA, INC.

By: /s/ Xxxxxxx X. Xxxxxxxxxx
-------------------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
-----------------------------------------
Title: Senior Vice President
----------------------------------------

"WCA WASTE"

WCA WASTE CORPORATION

"WCA HOLDINGS"

WCA HOLDINGS CORPORATION

"MERGER CORP"

WCA MERGER CORPORATION

Exhibits to Reorganization Agreement

Exhibit
-------

A Shares of WCA Waste Common Stock to Be Issued Upon Cancellation of
WCA Waste Options.

Document Metadata

Table of Contents

EXHIBIT 2.1 REORGANIZATION AGREEMENT

Document Metadata