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December 2007

Waste Industries USA receives investor offer to go private

Waste Industries USA, Inc. announced that a group of investors led by Lonnie C. Poole, Jr., the Company’s founder and chairman, and Jim W. Perry, the Company’s president and chief executive officer, both principal shareholders of the Company, have proposed to acquire all of the remaining, outstanding shares of common stock of the Company in a merger transaction at a price of $36.75 per share in cash. The investor group currently owns, directly and indirectly, approximately 51% of the Company’s common shares. The investor group also includes Macquarie Infrastructure Partners and Goldman Sachs. Poole and Perry have agreed to support the investor group’s proposal and to oppose any other proposal to acquire the outstanding shares of common stock of the Company. The investor group has also indicated that the Company would remain headquartered in Raleigh, North Carolina following the completion of any transaction.

The company’s board of directors has appointed a special committee composed solely of independent directors to consider the proposal. The special committee has engaged JP Morgan Securities Inc., as its independent financial advisor to assist it with its assessment of the offer.

The Company’s shareholders and others considering trading in the Company’s securities are cautioned that the special committee has just received the proposal, and no decision has been made regarding the response to the proposal.

The acceptance of the proposal would require, among other things, a favorable recommendation from the special committee following its evaluation and the negotiation and execution of all requisite agreements. Completion of any such transaction would require the approval of the Company’s shareholders and the satisfaction of other conditions that are customary in transactions of this type.