LIMITED GUARANTEE
Exhibit
7.16
EXECUTION
VERSION
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).
1.
LIMITED GUARANTEE. To induce the Guaranteed Party to
enter into that certain Agreement and Plan of Merger, dated as of the date
hereof (as amended, amended and restated, supplemented or otherwise modified
from time to time, the “Merger Agreement”), by and among Xxxxxx HoldCo
LP, a Delaware limited partnership in which the Guarantors propose to invest
(“Parent”), Xxxxxx MergeCo Inc., a North Carolina corporation and a
wholly-owned subsidiary of Parent (“Merger Sub”), and the Guaranteed
Party, pursuant to which, subject to the satisfaction or proper waiver of the
conditions set forth therein, Merger Sub will merge with and into the Guaranteed
Party, the Guarantors hereby irrevocably, absolutely and unconditionally
guarantee to the Guaranteed Party on a several (and not joint) basis up to
the
amount of each Guarantor’s respective Cap Amount (as defined below) Parent’s
obligations to pay the Parent Termination Fee, if and when due pursuant to
Section 7.2(b) of the Merger Agreement, plus the reasonable fees and expenses
that may be incurred by the Guarantor Party pursuant to the second to last
sentence of Section 3 of this Limited Guarantee (with respect to each Guarantor,
such Guarantor’s “Guaranteed Obligation”); provided,
however, that in no event shall the liability of any
Guarantor under this
Limited Guarantee exceed the amount set forth next to such Guarantor’s name on
Schedule A hereto (such amount for each Guarantor, the “Cap Amount”) plus
its pro rata share of the reasonable fees and expenses that may be incurred
by
the Guarantor Party pursuant to second to last sentence of Section 3 of this
Limited Guarantee, it being understood and agreed that this Limited Guarantee
may not be enforced without giving effect to each Guarantor’s respective Cap
Amount.
2. NATURE
OF GUARANTEE. The Guaranteed Party shall not be obligated to file
any claim relating to the Guaranteed Obligation in the event that Parent or
Merger Sub becomes subject to a bankruptcy, reorganization or similar
proceeding, and the failure of the Guaranteed Party to so file shall not affect
the obligations of the Guarantors hereunder. Subject to Section 8 of
this Limited Guarantee, in the event that any payment to the Guaranteed Party
hereunder is rescinded or must otherwise be returned to any Guarantor for any
reason whatsoever, such Guarantor shall remain liable hereunder as if such
payment had not been made (subject to the terms hereof). This is an
unconditional guarantee of payment and not of collectibility. The
respective obligations of each Guarantor hereunder are several and not joint
and
in all cases subject to each Guarantor’s respective Cap Amount. The
Guaranteed Party agrees that any claims by the Guaranteed Party for breach
by
any Guarantor of the representations and warranties and agreements contained
in
this Limited Guarantee, including, without limitation, the representations
and
warranties contained in Section 5, shall be subject to the Cap Amount, and
that
any payments to the Guaranteed Party by any Guarantor in satisfaction of such
claims shall reduce the amount of such Guarantor’s Obligations.
3.
CHANGES
IN OBLIGATION, CERTAIN WAIVERS. Each Guarantor agrees that the
Guaranteed Obligation of such Guarantor hereunder shall not be released or
discharged, in whole or in part, or otherwise affected by (a) any change in
the
time, manner or place of payment of, the Guaranteed Obligation, or any
rescission, waiver, compromise, consolidation or other amendment or modification
of any of the terms or provisions of the Merger Agreement (other than any
amendment or modification which affects the Parent Termination Fee) or any
other
agreement evidencing, securing or otherwise executed in connection with the
Guaranteed Obligation; (b) the failure (or delay) on the part of the Guaranteed
Party to assert any claim or demand or to enforce any right or remedy against
Parent or Merger Sub or any other person interested in the transactions
contemplated by the Merger Agreement, including any other Guarantor
(collectively, the “Other Guarantors”); (c) the addition, substitution or
release of any Person primarily or secondarily liable for the Guaranteed
Obligation, (d) any change in the existence, structure or ownership of Parent,
Merger Sub or any other Person interested in the transactions contemplated
by
the Merger Agreement (including any Other Guarantor); (e) any insolvency,
bankruptcy, reorganization or other similar proceeding affecting Parent or
Merger Sub or any other person interested in the transactions contemplated
by
the Merger Agreement (including any Other Guarantor); (f) the adequacy of any
other means the Guaranteed Party may have of obtaining repayment of any of
the
Guaranteed Obligation; (g) the existence of any claim, set-off or other right
which such Guarantor may have at any time against Parent or Merger Sub or the
Guaranteed Party, whether in connection with the Guaranteed Obligation or
otherwise, (h) the death, disability or incapacity of any Guarantor or (i)
any
other circumstance that might otherwise constitute a legal or equitable
discharge of, or a defense, set-off or counterclaim available to, Parent, Merger
Sub or any Guarantor other than the indefeasible payment in full of the
Guaranteed Obligation. To the fullest extent permitted by law, each
Guarantor hereby expressly waives any and all rights or defenses arising by
reason of any law which would otherwise require any election of remedies by
the
Guaranteed Party. Each Guarantor waives promptness, diligence, notice of the
acceptance of this Limited Guarantee and of the Guaranteed Obligation,
presentment, demand for payment, notice of non-performance, default, dishonor
and protest, notice of the Guaranteed Obligation incurred and all other notices
of any kind, all defenses which may be available by virtue of any valuation,
stay, moratorium law or other similar law now or hereafter in effect, any right
to require the marshalling of assets of Parent or Merger Sub or any other person
interested in the transactions contemplated by the Merger Agreement (including
any Other Guarantor), and all suretyship defenses generally (other than fraud
or
willful misconduct by the Guaranteed Party or any of its subsidiaries or
affiliates, defenses to the payment of the Guaranteed Obligation that are
available to Parent or Merger Sub under the Merger Agreement or a breach by
the
Guaranteed Party of this Limited Guarantee). Each Guarantor
acknowledges that it will receive substantial direct and indirect benefits
from
the transactions contemplated by the Merger Agreement and that the waivers
set
forth in this Limited Guarantee are knowingly made in contemplation of such
benefits.
The
Guaranteed Party hereby covenants and agrees that it shall not institute, and
shall cause its subsidiaries and affiliates not to institute, any proceeding
or
bring any other claim arising under, or in connection with, the Merger Agreement
or the transactions contemplated thereby, against any Guarantor or Parent
Affiliate (as defined below), except for claims against the Guarantors under
this Limited Guarantee or a claim against Parent to pay Parent Termination
Fee
in accordance with, and subject to, the terms of the Merger
Agreement. The Guarantors hereby covenant and agree that they shall
not institute, and shall cause their respective subsidiaries and affiliates
not
to institute, any proceeding asserting that this Limited Guarantee is illegal,
invalid or unenforceable in accordance with its terms, and further agree to
reimburse upon demand all reasonable costs and expenses, including the
reasonable fees and expenses of counsel, incurred or paid by, the Guaranteed
Party in connection with any suit, action or proceeding to enforce or protect
any rights of the Guaranteed Party hereunder to the extent it is determined
by a
court of competent jurisdiction that the Guarantors were obligated to pay the
Guaranteed Party under this Limited Guarantee. Notwithstanding
anything to the contrary contained in this Limited Guarantee, the Guaranteed
Party hereby agrees that to the extent Parent’s obligation to pay the Parent
Termination Fee under the Merger Agreement is reduced, each Guarantor’s
Guaranteed Obligation shall be similarly reduced.
4.
No
Subrogation. The Guarantors will not exercise any rights of
subrogation or contribution against Parent, Merger Sub, other Guarantors or
any
other Person in connection with the transactions contemplated by the Merger
Agreement, whether arising by contract or operation of law (including, without
limitation, any such right arising under bankruptcy or insolvency laws) or
otherwise, by reason of any payment by it pursuant to the provisions of Section
1 hereof unless and until the Guaranteed Obligation has been paid in
full. If any amount shall be paid to any Guarantor in violation of
the immediately preceding sentence at any time prior to the payment in full
in
cash of the Guaranteed Obligation and all other amounts payable under this
Limited Guarantee, such amount shall be received and held in trust for the
benefit of the Guaranteed Party, shall be segregated from other property and
funds of such Guarantor and shall forthwith be paid or delivered to the
Guaranteed Party in the same form as so received (with any necessary endorsement
or assignment) to be credited and applied to the Guaranteed
Obligation.
5.
NO
WAIVER; CUMULATIVE RIGHTS. No failure on the part of the
Guaranteed Party to exercise, and no delay in exercising, any right, remedy
or
power hereunder or under the Merger Agreement shall operate as a waiver thereof,
nor shall any single or partial exercise by the Guaranteed Party of any right,
remedy or power hereunder preclude any other or future exercise of any right,
remedy or power. Each and every right, remedy and power hereby granted to the
Guaranteed Party or allowed it by law or other agreement shall be cumulative
and
not exclusive of any other, and may be exercised by the Guaranteed Party at
any
time or from time to time.
6.
REPRESENTATIONS
AND WARRANTIES. Each Guarantor, severally and not jointly, hereby
represents and warrants, as to itself only and not as to the other Guarantor,
that:
(a)
the
execution, delivery and performance of this Limited Guarantee have been duly
authorized by all necessary action and do not contravene any provision of such
Guarantor’s charter, partnership agreement, operating agreement or similar
organizational documents or any law, regulation, rule, decree, order, judgment
or contractual restriction binding on such Guarantor or its assets;
(b) all
consents, approvals, authorizations, permits of, filings with and notifications
to, any governmental authority necessary for the due execution, delivery and
performance of this Limited Guarantee by such Guarantor have been obtained
or
made and all conditions thereof have been duly complied with, and no other
action by, and no notice to or filing with, any governmental authority or
regulatory body is required in connection with the execution, delivery or
performance of this Limited Guarantee;
(c) this
Limited Guarantee constitutes a legal, valid and binding obligation of such
Guarantor enforceable against such Guarantor in accordance with its terms,
subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium or other similar laws affecting creditors’ rights
generally, and (ii) general equitable principles (whether considered in a
proceeding in equity or at law); and
(d) such
Guarantor has the financial capacity to pay and perform its Guaranteed
Obligation under this Limited Guarantee.
7.
ASSIGNMENT. Neither
this Limited Guarantee nor any the rights, interests or Guaranteed Obligation
hereunder shall be assigned or transferred by any of the parties hereto (whether
by operation of law or otherwise) without the prior written consent of the
Guaranteed Party (in the case of an assignment by a Guarantor) or the Guarantors
(in the case of an assignment by the Guaranteed Party); provided, however,
that
any Guarantor may assign all or a portion of its obligations hereunder to an
affiliate or to an entity managed or advised by an affiliate of such Guarantor,
provided that no such assignment shall relieve such Guarantor of any liability
or obligation hereunder except to the extent actually performed and satisfied
by
such assignee.
8.
NOTICES. Any
notice required to be given hereunder shall be sufficient if in writing, and
sent by personal delivery, by confirmed facsimile transmission (provided
that any notice received by facsimile transmission or otherwise at the
addressee’s location on any Business Day after 5:00 p.m. (addressee’s local
time) shall be deemed to have been received at 9:00 a.m. (addressee’s local
time) on the next Business Day), by reliable overnight delivery service (with
proof of service) or certified or registered mail (return receipt requested
and
first-class postage prepaid), addressed as follows (or at such other address
for
a party as shall be specified in a notice given in accordance with this Section
7):
if
to a
Guarantor:
c/o
Macquarie Infrastructure Partners Inc.
000
Xxxx
00xx Xxxxxx, 0xx Xxxxx
Xxx
Xxxx,
XX 00000
Telecopy:
(000) 000-0000
Attention: Xxxxxxxxxxx
Xxxxxx
and
c/o
GS
Direct, LLC
00
Xxxxx
Xxxxxx
Xxx
Xxxx,
XX 00000
Telecopy:
(000) 000-0000
Attention:
Xxxxxx Xxxxxxxxx
with
copies to:
Weil,
Gotshal & Xxxxxx LLP
000
Xxxxx
Xxxxxx
Xxx
Xxxx,
XX 00000
Telecopy: (000)
000-0000
Attention: Xxxxxxxxx
X. Xxxxx
Xxxxxxx X. Xxxxxxxx
and
Fried,
Frank, Harris, Xxxxxxx &
Xxxxxxxx
LLP
Xxx Xxx Xxxx Xxxxx
Xxx Xxx Xxxx Xxxxx
Xxx
Xxxx,
XX 00000
Telecopy: (000)
000-0000
Attention: Xxxxxx
X.
Xxxxxxxxx
and
Brooks,
Pierce, XxXxxxxx, Xxxxxxxx & Xxxxxxx, L.L.P.
000
X.
Xxx Xxxxxx, Xxxxx 0000
Xxxxxxxxxx,
XX 00000
Telecopy: (000)
000-0000
Attention: Xxxxxxx
X. XxXxxxx
J.
Xxx
Xxxxx
if
to the
Guaranteed Party:
Waste
Industries USA, Inc.
0000
Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxx,
XX 00000
Telecopy: (000)
000-0000
Attention: D.
Xxxxxxx Xxxxxxx
with
copies to:
Xxxxxxxx,
Xxxxxxxx & Xxxxxx, P.A.
000
Xxxxx
Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxx,
XX 00000
Telecopy: (000)
000-0000
Attention: Xxxxx
X. Xxxxxx
Xxxxxxx X. Xxxxxx
and
Xxxxxx
Xxxxxxx Xxxxx & Xxxxxx LLP
Raleigh
Office-Research Triangle Area
The
Summit
0000
Xxxx
Xxxxx Xxxxx, Xxxxx 000
Xxxxxxx,
XX 00000-0000
Telecopy: (000)
000-0000
Attention: Xxxxx
X. Xxxxx, Xx.
9.
CONTINUING
GUARANTEE. This Limited Guarantee is a continuing guaranty and
may not be revoked or terminated and shall remain in full force and effect
and
shall be binding on the Guarantors and their heirs, estates, survivors,
conservators, personal representatives, successors and assigns until the
Guaranteed Obligation of such Guarantor payable under this Limited Guarantee
has
been paid in full. Notwithstanding the foregoing, this Limited
Guarantee shall terminate and the Guarantors shall have no further obligations
under this Limited Guarantee as of the earliest of (a) the Effective Time,
(b)
the termination of the Merger Agreement in circumstances where no Parent
Termination Fee is payable, (c) the first anniversary of the End Date, unless
a
claim hereunder has been made prior to such date, in which case the date such
claim is finally satisfied or otherwise resolved by agreement of the parties
hereto or by a final, non-appealable judgment of a Governmental Entity of
competent jurisdiction and (d) the Guaranteed Obligation payable under this
Limited Guarantee has been paid in full. Notwithstanding the
foregoing, in the event that the Guaranteed Party or any of its subsidiaries
or
affiliates asserts in any litigation or other proceeding that the provisions
hereof (including, without limitation, Section 1 hereof) limiting the
Guarantors’ respective liability or any other provisions of this Limited
Guarantee are illegal, invalid or unenforceable in whole or in part, or
asserting any theory of liability against any Guarantor or any Guarantor
Affiliate or Parent or Merger Sub with respect to the transactions contemplated
by the Merger Agreement or this Limited Guarantee other than liability of any
Guarantor under this Limited Guarantee (as limited by the provisions hereunder,
including Section 1), then (x) the Guaranteed Obligations of the Guarantors
under this Limited Guarantee shall terminate ab initio and be null and
void, (y) if any Guarantor has previously made any payments under this Limited
Guarantee, it shall be entitled to recover such payments from the Guaranteed
Party, and (z) neither the Guarantors nor any Guarantor or Parent Affiliates
shall have any liability to the Guaranteed Party or any of its affiliates with
respect to the transactions contemplated by the Merger Agreement or under this
Limited Guarantee. Subject to the foregoing, in the event that any
payment to the Guaranteed Party hereunder is rescinded or must otherwise be
returned to any Guarantor for any reason whatsoever, such Guarantor shall remain
liable hereunder as if such payment had not been made (subject to the terms
hereof).
10.
NO
RECOURSE. The Guaranteed Party acknowledges that the sole asset
of Parent is cash in a de minimis amount, and its rights under the
Merger Agreement, and that no additional funds are expected to be contributed
to
Parent unless and until the Closing occurs. Notwithstanding anything
that may be expressed or implied in this Limited Guarantee or any document
or
instrument delivered contemporaneously herewith, and notwithstanding the fact
that a Guarantor may be a partnership or limited liability company, by its
acceptance of the benefits of this Limited Guarantee, the Guaranteed Party
acknowledges and agrees that it has no right of recovery against, and no
personal liability shall attach to, any past, present or future affiliate,
director, officer, employee, incorporator, member, manager, partner,
shareholder, agent, attorney, representative or assignee of any Guarantor or
any
past, present or future affiliate, director, officer, employee, incorporator,
member, manager, partner, shareholder, agent, attorney, representative or
assignee of the foregoing (collectively, but not including Parent or Merger
Sub,
each a “Guarantor or Parent Affiliate”), through Parent or
otherwise, whether by or through attempted piercing of the corporate (or limited
liability company) veil, by or through a claim by or on behalf of Parent against
any Guarantor or Parent Affiliate (including a claim to enforce the Buyer Group
Commitments, by the enforcement of any assessment or by any legal or equitable
proceeding, by virtue of any statute, regulation or applicable law, or
otherwise, except for its rights to recover from such Guarantor (but not any
Guarantor or Parent Affiliate) under and to the extent provided in this Limited
Guarantee and subject to the limitations described herein. Recourse
against the Guarantors under and pursuant to the terms of this Limited Guarantee
shall be the sole and exclusive remedy of the Guaranteed Party and all of its
subsidiaries and affiliates against the Guarantors and Guarantor or Parent
Affiliates in respect of any liabilities or obligation arising under, or in
connection with, the Merger Agreement or the transactions contemplated thereby
or this Limited Guarantee.
11.
RELEASE. (a)
By its acceptance of this Limited Guarantee, the Guaranteed Party hereby
covenants and agrees that (1) neither the Guaranteed Party nor any of its
subsidiaries or affiliates, and the Guaranteed Party agrees that none of its
officers, directors, security holders or representatives has or shall have
any
right of recovery under or in connection with the Merger Agreement, or the
transactions contemplated thereby or otherwise relating thereto, and to the
extent that it has or obtains any such right it, to the maximum extent permitted
by law, hereby waives (on its own behalf and on behalf of each of the
aforementioned persons) each and every such right against, and hereby releases,
the Guarantors and each of the Guarantor or Parent Affiliates from and with
respect to any claim, known or unknown, now existing or hereafter arising,
in
connection with any transaction contemplated by or otherwise relating to the
Merger Agreement or the transactions contemplated thereby, whether by or through
attempted piercing of the corporate (or limited liability company) veil, by
or
through a claim by or on behalf of Parent or Merger Sub or any other person
against any Guarantor or Parent Affiliate, or otherwise under any theory of
law
or equity, other than claims against any Guarantor pursuant to this Limited
Guarantee (subject to the limitations described herein); and (2) recourse
against the Guarantors under this Limited Guarantee (and subject to the
limitations described herein) shall be the sole and exclusive remedy of the
Guaranteed Party. The Guaranteed Party hereby covenants and agrees that it
shall
not institute, directly or indirectly, and shall cause its affiliates not to
institute, any proceeding or bring any other claim arising under, or in
connection with, the Merger Agreement or the transactions contemplated thereby
or otherwise relating thereto, against any Guarantor or Parent Affiliate except
claims against the Guarantors under this Limited Guarantee (subject to the
limitations described herein).
12.
GOVERNING
LAW. This Limited Guarantee shall be solely governed by and
construed pursuant to the laws of the State of New York, and all claims or
causes of action (whether at law, in equity, in contract, in tort or otherwise)
that may be based upon, arise out of or relate to this Limited Guarantee or
the
negotiation, execution or performance hereof, shall be governed solely by the
laws of the State of New York, all without giving effect to any choice or
conflict of law provision or rule (whether of the State of New York or any
other
jurisdiction) that would cause the application of the laws of any jurisdiction
other than the State of New York. Any claim against any party to this
Limited Guarantee arising out of or relating to this Limited Guarantee shall
be
brought in any state or federal court sitting in the state of North Carolina
and
each of the parties hereto hereby submits to the exclusive jurisdiction of
such
courts for the purpose of any such claim and agrees that it will not bring
any
such claim in any court other than the aforesaid courts.
13.
WAIVER
OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY
WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
(WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO
THIS LIMITED GUARANTEE OR THE ACTIONS OF EACH OF THE PARTIES HERETO IN THE
NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF.
14.
COUNTERPARTS. This
Limited Guarantee may be executed in two or more consecutive counterparts
(including by facsimile), each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument,
and shall become effective when one or more counterparts have been signed by
each of the parties and delivered (by telecopy or otherwise) to the other
parties.
15.
AMENDMENTS
AND WAIVERS. No amendment or waiver of any provision of this
Limited Guarantee will be valid and binding unless it is in writing and signed,
in the case of an amendment, by the Guarantors and the Guaranteed Party, or
in
the case of waiver, by the party against whom the waiver is to be
effective. No waiver by any party of any breach or violation of, or
default under, this Limited Guarantee, whether intentional or not, will be
deemed to extend to any prior or subsequent breach, violation or default
hereunder or affect in any way any rights arising by virtue of any prior or
subsequent such occurrence. No delay or omission on the part of any
party in exercising any right, power or remedy under this Limited Guarantee
will
operate as a waiver thereof.
15. ENTIRE
AGREEMENT. This Limited Guarantee constitutes the entire
agreement with respect to the subject matter hereof and supersedes any and
all
prior discussions, negotiations, proposals, undertakings, understandings and
agreements, whether written or oral, among Parent, Merger Sub and the Guarantors
or any of their Affiliates on the one hand, and the Guaranteed Party or any
of
its Affiliates on the other hand, except for the Merger Agreement.
16. SEVERABILITY.
To the extent any provision of this Limited Guarantee is prohibited by or
invalid under the applicable law, such provision shall be ineffective only
to
the extent of such prohibition or invalidity. No party hereto shall
assert that this Limited Guarantee or any part hereof is invalid, illegal or
unenforceable. Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the parties hereto
shall negotiate in good faith to modify this Limited Guarantee so as to effect
the original intent of the parties as closely as possible in a mutually
acceptable manner in order that the transactions contemplated hereby be
consummated as originally contemplated to the fullest extent
possible.
IN
WITNESS WHEREOF, the undersigned have executed and delivered this Limited
Guarantee as of the date first above written.
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MACQUARIE
INFRASTRUCTURE PARTNERS A L.P., by its General Partner, Macquarie
Infrastructure Partners U.S. GP LLC, by its Manager and Attorney-in-Fact,
Macquarie Infrastructure Partners Inc.
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By:
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/s/
Xxxxxxxxxxx Xxxxxx
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Name:
Xxxxxxxxxxx Xxxxxx
|
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Title:
President
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By:
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/s/
Xxxx Xxxx
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Name:
Xxxx Xxxx
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Title:
Treasurer
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MACQUARIE
INFRASTRUCTURE PARTNERS INTERNATIONAL L.P., by its General
Partner, Macquarie Infrastructure Partners U.S. GP LLC, by its
Manager and
Attorney-in-Fact, Macquarie Infrastructure Partners Inc.
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By:
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/s/
Xxxxxxxxxxx Xxxxxx
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Name:
Xxxxxxxxxxx Xxxxxx
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Title:
President
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By:
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/s/
Xxxx Xxxx
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Name:
Xxxx Xxxx
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Title:
Treasurer
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MACQUARIE
INFRASTRUCTURE PARTNERS CANADA, L.P., by its General Partner,
Macquarie Infrastructure Partners Canada GP LTD., by its Manager
and
Attorney-in-Fact, Macquarie Infrastructure Partners Inc.
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By:
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/s/
Xxxxxxxxxxx Xxxxxx
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Name:
Xxxxxxxxxxx Xxxxxx
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Title:
President
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By:
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/s/
Xxxx Xxxx
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Name:
Xxxx Xxxx
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Title:
Treasurer
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GS
DIRECT, LLC
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By:
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/s/
Xxxxxx X. Xxxxxxxxx
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Name:
Xxxxxx X. Xxxxxxxxx
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Title:
Managing Director
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/s/
Xxxxxx X. Xxxxx, Xx.
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Xxxxxx
X. Xxxxx, Xx.
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/s/
Xxx X. Xxxxx
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Xxx
X. Xxxxx
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/s/
Xxxxxx X. Xxxxx, III
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Xxxxxx
X. Xxxxx, III
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/s/
Xxxxx X. Xxxxx
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Xxxxx
X. Xxxxx
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XXXXXX
X. XXXXX, III IRREVOCABLE TRUST (TAILWALKER
TRUST)
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By:
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/s/
Xxxxx X. Xxxxx
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Name:
Xxxxx X. Xxxxx
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Title:
Trustee
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XXXXXX
X. XXXXX, III IRREVOCABLE TRUST (TAILWALKER NON-GST
TRUST)
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By:
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/s/
Xxxxx X. Xxxxx
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Name:
Xxxxx X. Xxxxx
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Title:
Trustee
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XXXXXX
X. XXXXX, XX GRANTOR TRUST DATED MAY 1,
1995
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By:
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/s/
Xxxxxx X. Xxxxx, III
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Name:
Xxxxxx X. Xxxxx, III
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Title:
Trustee
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By:
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/s/
Xxxxx X. Xxxxx
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Name:
Xxxxx X. Xxxxx
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Title:
Trustee
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PERRY
2007 IRREVOCABLE TRUST U/A/D DECEMBER 13,
2007
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By:
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/s/
Xxxxxxx Xxxxxxx Xxxxx
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Name:
Xxxxxxx Xxxxxxx Perry
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Title:
Trustee
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DAMAS
II CHARITABLE REMAINDER UNITRUST U/A/D
12/13/07
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By:
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/s/
Xxxxxx Xxxx
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Name:
Xxxxxx Xxxx
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Title:
Trustee
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| Accepted and agreed as of the date first above written: | |||
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| WASTE INDUSTRIES USA, INC. | |||
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By:
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/s/
Xxxx X. Xxxxxxxx
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Name:
Xxxx X. Xxxxxxxx
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Title:
Chairman of the Special Committee of the Board
of
Directors of Waste Industries USA, Inc. |
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