the meanings given to them in the
Credit Agreement identified below (the "Credit Agreement"), receipt of a copy of
which is hereby acknowledged by the Assignee. The Standard Terms and Conditions
set forth in Annex 1 attached hereto are hereby agreed to and incorporated
herein by reference and made a part of this Assignment and Assumption as if set
forth herein in full.
For an agreed consideration, [the][each] Assignor hereby irrevocably sells and
assigns to [the Assignee][the respective Assignees], and [the][each] Assignee
hereby irrevocably purchases and assumes from [the Assignor][the respective
Assignors], subject to and in accordance with the Standard Terms and Conditions
and the Credit Agreement, as of the Effective Date inserted by the
Administrative Agent as contemplated below (i) all of [the Assignor's][the
respective Assignors'] rights and obligations in [its capacity as a Bank][their
respective capacities as Banks] under the Credit Agreement and any other
documents or instruments delivered pursuant thereto to the extent related to the
amount and percentage interest identified below of all of such outstanding
rights and obligations of [the Assignor][the respective Assignors] under the
respective facilities identified below (including, without limitation, the
Letters of Credit and the Swing Line Loans included in such facilities) and (ii)
to the extent permitted to be assigned under applicable law, all claims, suits,
causes of action and any other right of [the Assignor (in its capacity as a
Bank)][the respective Assignors (in their respective capacities as Banks)]
against any Person, whether known or unknown, arising under or in connection
with the Credit Agreement, any other documents or instruments delivered pursuant
thereto or the loan transactions governed thereby or in any way based on or
related to any of the foregoing, including, but not limited to, contract claims,
tort claims, malpractice claims, statutory claims and all other claims at law or
in equity related to the rights and obligations sold and assigned pursuant to
clause (i) above (the rights and obligations sold and assigned by [the][any]
Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being
referred to herein collectively as [the][an] "Assigned Interest"). Each such
sale and assignment is without recourse to [the][any] Assignor and, except as
expressly provided in this Assignment and Assumption, without representation or
warranty by [the][any] Assignor.
1.
Assignor[s]:
2.
Assignee[s]:
___________________________
[for each Assignee, indicate [Affiliate][Approved Fund] of [identify Bank]]
3. Borrower(s):
4. Administrative Agent: Bank of America, N.A., as the administrative agent
under the Credit Agreement
5. Credit Agreement: Credit Agreement, dated as of March
, 2006, among Waste
Industries USA, Inc. and its Subsidiaries signatory thereto, the Banks from time
to time party thereto, and Bank of America, N.A., as Administrative Agent
6. Assigned Interest[s]:
Assignor[s]
Assignee[s]
Facility
Assigned
Aggregate
Amount of
Commitment/Loans
for all Banks
Amount of
Commitment/
Loans
Assigned
Percentage
Assigned of
Commitment/Loans
CUSIP
Number
$ ________________
$ _________
_________ %
$
________________
$ _________
_________ %
$ ________________
$
_________
_________ %
[7. Trade Date:
]
Effective Date:
, 20
[TO BE INSERTED
BY ADMINISTRATIVE