AGREEMENT AND PLAN OF MERGER among MARLIN HOLDCO LP, MARLIN MERGECO INC. and WASTE INDUSTRIES USA, INC. Dated as of December 17, 2007Merger Agreement • 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”).
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).
