SC 13E3/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13E-3/A

(Amendment No. 4)

RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e)

OF THE SECURITIES EXCHANGE ACT OF 1934

WASTE INDUSTRIES USA, INC.

(Name of Issuer)

WASTE INDUSTRIES USA, INC.

MARLIN HOLDCO LP

MARLIN MIDCO INC.

MARLIN MERGECO INC.

LONNIE C. POOLE, JR., LONNIE C. POOLE, III, SCOTT J. POOLE, JIM W. PERRY, LONNIE C. POOLE, III IRREVOCABLE TRUST (TAILWALKER TRUST), LONNIE C. POOLE, III IRREVOCABLE TRUST (TAILWALKER NON-GST TRUST), PERRY 2007 IRREVOCABLE TRUST U/A/D DECEMBER 13, 2007, DAMAS II CHARITABLE REMAINDER UNITRUST U/A/D 12/13/07, LONNIE C. POOLE, JR. GRANTOR TRUST DATED MAY 1, 1995, MACQUARIE INFRASTRUCTURE PARTNERS A L.P., MACQUARIE INFRASTRUCTURE PARTNERS INTERNATIONAL L.P., MACQUARIE INFRASTRUCTURE PARTNERS CANADA, L.P., MIP WASTE HOLDINGS, L.P., MACQUARIE INFRASTRUCTURE PARTNERS INC., AND GS DIRECT, L.L.C.

(Names of Persons Filing Statement)

COMMON STOCK, NO PAR VALUE PER SHARE

(Title of Class of Securities)

941057-10-1

(CUSIP Number of Class of Securities)

Alexander M. Donaldson

Wyrick Robbins Yates & Ponton LLP

4101 Lake Boone Trail, Suite 300

Raleigh, North Carolina 27607

Telephone: (919) 781-4000

(Name, address and telephone number of person authorized to receive notices and

communications on behalf of persons filing statement)

Copies to:

Frederick S. Green and Michael E. Lubowitz Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153 Telephone: (212) 310-8000 William G. McNairy and J. Lee Lloyd Brooks, Pierce, McLendon, Humphrey & Leonard, LLP 2000 Renaissance Plaza 230 North Elm Street Greensboro, NC 27401 Telephone: (336) 373-8850

This statement is filed in connection with (check the appropriate box):

þ	a.	The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
¨	b.	The filing of a registration statement under the Securities Act of 1933.
¨	c.	A tender offer.
¨	d.	None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies:    ¨

Check the following box if the filing is a final amendment reporting the results of the transaction    ¨.

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee
$376,167,736.57	$14,783.39

* The filing fee was determined based upon the sum of (a) the product of the per share merger consideration of $38.00 and 14,168,559 (which represents the total number of shares of Waste Industries common stock outstanding as of January 4, 2008, less 4,407,639 shares owned by the Poole/Perry Filing Persons (as hereinafter defined) and affiliated trust shareholders, which will be delivered to Marlin HoldCo LP immediately prior to the effective time of the merger and cancelled with no merger consideration being paid thereon), (b) $4,018,194.57 expected to be paid in connection with the cancellation of outstanding options to purchase 201,020 shares with exercise prices below the per share merger consideration of $38.00, and (c) $1,234,582 to be paid to holders of 32,489 deferred stock units entitled to receive the per share merger consideration of $38.00 (the “Total Consideration”). In accordance with Section 14(g) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, the filing fee was determined by multiplying 0.00003930 by the Total Consideration.

þ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount previously paid:	$14,783.39
Filing Party:	Waste Industries USA, Inc.
Form or Registration No.:	Schedule 14A
Date Filed:	January 24, 2008

INTRODUCTION

This Amendment No. 4 (the “Final Amendment”) to Transaction Statement on Schedule 13E-3 (this “Schedule 13E-3”) is being filed jointly by Waste Industries USA, Inc., a North Carolina corporation (“Waste Industries”), Marlin HoldCo LP, a Delaware limited partnership (“Parent”), Marlin Midco Inc., a North Carolina corporation (“MidCo”), Marlin MergeCo Inc., a North Carolina corporation (“Merger Sub”), and Lonnie C. Poole, Jr. (Waste Industries’ Chairman), Jim W. Perry (Waste Industries’ President and Chief Executive Officer), Lonnie C. Poole, III (Waste Industries’ Vice President), Scott J. Poole, Lonnie C. Poole, III Irrevocable Trust (Tailwalker Trust), Lonnie C. Poole, III Irrevocable Trust (Tailwalker Non-Gst Trust), Perry 2007 Irrevocable Trust U/A/D December 13, 2007, Damas II Charitable Remainder Unitrust U/A/D 12/13/07, the Lonnie C. Poole, Jr. Grantor Trust Dated May 1, 1995 (collectively the “Poole/Perry Filing Persons”), Macquarie Infrastructure Partners A L.P., Macquarie Infrastructure Partners International L.P., Macquarie Infrastructure Partners Canada, L.P., MIP Waste Holdings, L.P., Macquarie Infrastructure Partners Inc. (collectively, the “Macquarie Filing Persons”), and GS Direct, L.L.C. in connection with the Agreement and Plan of Merger, dated as of December 17, 2007, among Waste Industries, Parent and Merger Sub. Waste Industries, Parent, MidCo, Merger Sub and the Poole/Perry Filing Persons, the Macquarie Filing Persons and GS Direct, L.L.C. are referred to herein as the “Filing Persons.”

Waste Industries filed its definitive proxy statement (the “Proxy Statement”) under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on April 3, 2008. There were no material changes between the Proxy Statement and the preliminary proxy statement filed on March 31, 2008 (the “Preliminary Proxy Statement”).

This Final Amendment is being filed pursuant to Rule 13e-3(d)(3) to report the results of the transaction that is the subject of this Schedule 13E-3.

All information in, or incorporated by reference in, this Schedule 13E-3 and/or the Proxy Statement (other than information concerning Parent and its affiliates other than Waste Industries) has been supplied by Waste Industries. All information in, or incorporated by reference in, this Schedule 13E-3 and/or the Proxy Statement concerning Parent and its affiliates other than Waste Industries has been supplied by or on behalf of Parent.

Item 15. Additional Information

Regulation M-A Item 1011

At a special meeting held on May 8, 2008, Waste Industries’ shareholders voted to approve the Agreement and Plan of Merger dated December 17, 2007, among Waste Industries, Parent and Merger Sub.

On May 9, 2008, the merger of Merger Sub with and into Waste Industries (the “Merger”) was consummated, with Waste Industries being the surviving corporation in the Merger. As a result of the Merger, Waste Industries is now owned by Parent.

At the effective time of the Merger, (1) each outstanding share of Waste Industries common stock (other than shares held by Waste Industries, any wholly-owned subsidiary of Waste Industries, Parent, any subsidiary of Parent, and any shareholders who properly exercised their dissenters’ rights under North Carolina law) was converted into the right to receive the merger consideration of $38.00 per share in cash, without interest, (2) each outstanding option with respect to Waste Industries common stock granted to Waste Industries employees and directors under Waste Industries’ 1997 Stock Plan was cancelled and exchanged for the right to receive a cash payment equal to the excess of $38.00 over the per share exercise price of such option for each share of Waste Industries common stock covered by such option, and (3) each deferred stock unit outstanding under Waste Industries’ 2007 Incentive Plan was converted into the right to receive $38.00 in respect of each deferred stock unit.

Waste Industries’ common stock ceased trading on the Nasdaq Global Select market on May 9, 2008. Waste Industries filed a Form 15 with the Securities and Exchange Commission on May 9, 2008 to deregister its common stock under the Exchange Act.

Item 16. Exhibits

Regulation M-A Item 1016

Exhibit No.	Description
(a)(1)	Proxy Statement of Waste Industries USA, Inc. (incorporated by reference to Waste Industries’ Proxy Statement filed with the Securities and Exchange Commission on April 3, 2008).
(a)(2)	Form of Proxy Card (included in the Proxy Statement filed herewith as Exhibit (a)(1)).
(a)(3)	Press release, dated December 18, 2007 (incorporated by reference to Exhibit 99.1 to Waste Industries’ Form 8-K filed December 20, 2007).
(a)(4)	Press release, dated May 8, 2008.
(b)(1)	Debt Commitment Letter, dated as of October 22, 2007 (incorporated by reference to Exhibit 7.04 to the Schedule 13D filed with the Securities and Exchange Commission by Lonnie C. Poole, Jr. et al. on November 2, 2007).
(b)(2)	Amendment to the Debt Commitment Letter, dated December 17, 2007 (incorporated by reference to Exhibit 7.10 to Schedule 13D/A filed with the Securities and Exchange Commission by The Goldman Sachs Group, Inc. et al. on December 20, 2007).
(c)(1)	Opinion of J. P. Morgan Securities, Inc. to the special committee of the board of directors of Waste Industries, dated December 17, 2007 (included as Appendix B of the Preliminary Proxy Statement filed herewith as Exhibit (a)(1)).
(c)(2)	Presentation of J.P. Morgan Securities Inc. to the special committee of the board of directors of Waste Industries dated December 16, 2007. *
(c)(3)	Presentation of Banc of America Securities LLC to the board of directors of Waste Industries dated November 14, 2006. **
(d)(1)	Agreement and Plan of Merger, dated as of December 17, 2007, by and among Marlin HoldCo LP, Marlin MergeCo Inc. and Waste Industries (included as Appendix A of the Preliminary Proxy Statement filed herewith as Exhibit (a)(1)).
(d)(2)	Support Agreement, dated as of October 22, 2007, by and among Lonnie C. Poole, Jr., Lonnie C. Poole, III, Scott J. Poole, Jim W. Perry, Lonnie C. Poole, III Irrevocable Trust (Tailwalker Trust), Lonnie C. Poole, III Irrevocable Trust (Tailwalker Non-GST Trust), Lonnie C. Poole, Jr. Grantor Trust dated May 1, 1995, Macquarie Infrastructure Partners a L.P., Macquarie Infrastructure Partners International L.P., Macquarie Infrastructure Partners Canada, L.P. and GS Direct, LLC (incorporated by reference to Exhibit 99.2 (Exhibit A thereof) to Form 8-K filed with the Securities and Exchange Commission on October 24, 2007).
(d)(3)	GS Direct, L.L.C. Equity Commitment Letter, dated December 17, 2007 (incorporated by reference to Exhibit 7.01 to Schedule 13D/A filed with the Securities and Exchange Commission by The Goldman Sachs Group, Inc. et al. on December 20, 2007).
(d)(4)	MIP Waste Holdings, L.P. Equity Commitment Letter, dated December 17, 2007 (incorporated by reference to Exhibit 7.02 to Schedule 13D/A filed with the Securities and Exchange Commission by The Goldman Sachs Group, Inc. et al. on December 20, 2007).

8

(d)(5)	Lonnie C. Poole, Jr. Rollover Equity Commitment Letter, dated December 17, 2007 (incorporated by reference to Exhibit 7.03 to Schedule 13D/A filed with the Securities and Exchange Commission by The Goldman Sachs Group, Inc. et al. on December 20, 2007).
(d)(6)	Lonnie C. Poole, III Rollover Equity Commitment Letter, dated December 17, 2007 (incorporated by reference to Exhibit 7.04 to Schedule 13D/A filed with the Securities and Exchange Commission by The Goldman Sachs Group, Inc. et. al. on December 20, 2007).
(d)(7)	Scott J. Poole Rollover Equity Commitment Letter, dated December 17, 2007 (incorporated by reference to Exhibit 7.05 to Schedule 13D/A filed with the Securities and Exchange Commission by The Goldman Sachs Group, Inc. et. al. on December 20, 2007).
(d)(8)	Jim W. Perry Rollover Equity Commitment Letter, dated December 17, 2007 (incorporated by reference to Exhibit 7.06 to Schedule 13D/A filed with the Securities and Exchange Commission by The Goldman Sachs Group, Inc. et. al. on December 20, 2007).
(d)(9)	Lonnie C. Poole, Jr. Grantor Trust Rollover Equity Commitment Letter, dated December 17, 2007 (incorporated by reference to Exhibit 7.07 to Schedule 13D/A filed with the Securities and Exchange Commission by The Goldman Sachs Group, Inc. et. al. on December 20, 2007).
(d)(10)	Lonnie C. Poole, III Irrevocable Trust (Tailwalker Non-GST Trust) Rollover Equity Commitment Letter, dated December 17, 2007 (incorporated by reference to Exhibit 7.08 to Schedule 13D/A filed with the Securities and Exchange Commission by The Goldman Sachs Group, Inc. et. al. on December 20, 2007).
(d)(11)	Lonnie C. Poole, III Irrevocable Trust (Tailwalker Trust) Rollover Equity Commitment Letter, dated December 17, 2007 (incorporated by reference to Exhibit 7.09 to Schedule 13D/A filed with the Securities and Exchange Commission by The Goldman Sachs Group, Inc. et. al. on December 20, 2007).
(d)(12)	Limited Guarantee, dated as of December 17, 2007, by and among Macquarie Infrastructure Partners a L.P., Macquarie Infrastructure Partners International L.P., Macquarie Infrastructure Partners Canada, L.P., GS Direct, LLC, Lonnie C. Poole, Jr., Lonnie C. Poole, III, Scott J. Poole, Jim W. Perry, Lonnie C. Poole, III Irrevocable Trust (Tailwalker Trust), Lonnie C. Poole, III Irrevocable Trust (Tailwalker Non-GST Trust), Lonnie C. Poole, Jr. Grantor Trust dated May 1, 1995, Perry Irrevocable Trust u/a/d December 13, 2007, Damas II Charitable Remainder Trust u/a/d 12/13/07 (each a guarantor) and Waste Industries (incorporated by reference to Exhibit 7.16 to Schedule 13D/A filed with the Securities and Exchange Commission by The Goldman Sachs Group, Inc. et. al. on December 20, 2007).
(d)(13)	Joinder Agreement made and entered into by the Perry 2007 Irrevocable Trust U/A/D December 13, 2007 and the Damas II Charitable Remainder Unitrust U/A/D/ 12/13/07, dated December 17, 2007 (incorporated by reference to Exhibit 7.11 to Schedule 13D/A filed with the Securities and Exchange Commission by The Goldman Sachs Group, Inc. et al. on December 20, 2007).
(d)(14)	Power of Attorney dated May 2, 2008, executed by Lonnie C. Poole, III.
(f)	Article 55-13 of the North Carolina Business Corporation Act (included as Appendix C of the Proxy Statement filed herewith as Exhibit (a)(1)).

* Previously filed on January 24, 2008.

** Previously filed on March 31, 2008.

9

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: May 9, 2008

WASTE INDUSTRIES USA, INC.
By:	/s/ Jim W. Perry
	Name:	Jim W. Perry
	Title:	President and Chief Executive Officer
MARLIN HOLDCO LP, by its General Partner, Marlin HoldCo GP, LLC
By:	/s/ Jim W. Perry
	Name:	Jim W. Perry
	Title:	Vice President
MARLIN MIDCO INC.
By:	/s/ Jim W. Perry
	Name:	Jim W. Perry
	Title:	Vice President
MARLIN MERGECO INC.
By:	/s/ Jim W. Perry
	Name:	Jim W. Perry
	Title:	Vice President
/s/ Lonnie C.Poole, Jr.
Lonnie C. Poole, Jr.
/s/ Jim W. Perry
Jim W. Perry
/s/ Lonnie C. Poole, III*
Lonnie C. Poole, III
*By:	/s/ J. Lee Lloyd
	J. Lee Lloyd, Attorney-in-Fact
/s/ Scott J. Poole
Scott J. Poole

S-1

LONNIE C. POOLE, III IRREVOCABLE TRUST (TAILWALKER TRUST)
By:	/s/ Scott J. Poole
	Name: Scott J. Poole
	Title:   Trustee

LONNIE C. POOLE, III IRREVOCABLE TRUST (TAILWALKER NON-GST TRUST)
By:	/s/ Scott J. Poole
	Name: Scott J. Poole
	Title:   Trustee

PERRY 2007 IRREVOCABLE TRUST U/A/D DECEMBER 13, 2007
By:	/s/ Rebecca Perry
	Name: Rebecca Perry
	Title:   Trustee

DAMAS II CHARITABLE REMAINDER UNITRUST U/A/D 12/13/07
By:	/s/ Robert Hall
	Name: Robert Hall
	Title:   Trustee

LONNIE C. POOLE, JR. GRANTOR TRUST DATED MAY 1, 1995
By:	/s/ Scott J. Poole
	Name:	Scott J. Poole
	Title:	Co-Trustee

By:	/s/ Lonnie C. Poole, III*
	Name:	Lonnie C. Poole, III
	Title:	Co-Trustee

*By:	/s/ J. Lee Lloyd
	J. Lee Lloyd, Attorney-in-Fact

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.
By:	/s/ Christopher Leslie
	Name: Christopher Leslie
	Title:   President
By:	/s/ Mark Wong
	Name: Mark Wong
	Title:   Treasurer

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.
By:	/s/ Christopher Leslie
	Name: Christopher Leslie
	Title:   President
By:	/s/ Mark Wong
	Name: Mark Wong
	Title:   Treasurer

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.
By:	/s/ Christopher Leslie
	Name: Christopher Leslie
	Title:   President
By:	/s/ Mark Wong
	Name: Mark Wong
	Title:   Treasurer

MIP WASTE HOLDINGS, L.P., BY ITS GENERAL PARTNER, MIP WASTE GP LLC
By:	/s/ Christopher Leslie
	Name: Christopher Leslie
	Title:   President
By:	/s/ Mark Wong
	Name: Mark Wong
	Title:   Treasurer

MACQUARIE INFRASTRUCTURE PARTNERS INC.
By:	/s/ Christopher Leslie
	Name: Christopher Leslie
	Title:   President
By:	/s/ Mark Wong
	Name: Mark Wong
	Title:   Treasurer

GS DIRECT, L.L.C.
By:	/s/ John E. Bowman
	Name: John E. Bowman
	Title:   Managing Director

S-2

EXHIBIT INDEX

Exhibit No.	Description
99.(a)(1)	Proxy Statement of Waste Industries USA, Inc. (incorporated by reference to Waste Industries’ Proxy Statement filed with the Securities and Exchange Commission on April 3, 2008).
99.(a)(2)	Form of Proxy Card (included in the Proxy Statement filed herewith as Exhibit (a)(1)).
99.(a)(3)	Press release, dated December 18, 2007 (incorporated by reference to Exhibit 99.1 to Waste Industries’ Form 8-K filed December 20, 2007).
99.(a)(4)	Press release, dated May 8, 2008.
99.(b)(1)	Debt Commitment Letter, dated as of October 22, 2007 (incorporated by reference to Exhibit 7.04 to the Schedule 13D filed with the Securities and Exchange Commission by Lonnie C. Poole, Jr. et al. on November 2, 2007).
99.(b)(2)	Amendment to the Debt Commitment Letter, dated December 17, 2007 (incorporated by reference to Exhibit 7.10 to Schedule 13D/A filed with the Securities and Exchange Commission by The Goldman Sachs Group, Inc. et al. on December 20, 2007).
99.(c)(1)	Opinion of J. P. Morgan Securities, Inc. to the special committee of the board of directors of Waste Industries, dated December 17, 2007 (included as Appendix B of the Preliminary Proxy Statement filed herewith as Exhibit (a)(1)).
99.(c)(2)	Presentation of J.P. Morgan Securities Inc. to the special committee of the board of directors of Waste Industries dated December 16, 2007.*
99.(c)(3)	Presentation of Banc of America Securities LLC to the board of directors of Waste Industries dated November 14, 2006.**
99.(d)(1)	Agreement and Plan of Merger, dated as of December 17, 2007, by and among Marlin HoldCo LP, Marlin MergeCo Inc. and Waste Industries (included as Appendix A of the Preliminary Proxy Statement filed herewith as Exhibit (a)(1)).
99.(d)(2)	Support Agreement, dated as of October 22, 2007, by and among Lonnie C. Poole, Jr., Lonnie C. Poole, III, Scott J. Poole, Jim W. Perry, Lonnie C. Poole, III Irrevocable Trust (Tailwalker Trust), Lonnie C. Poole, III Irrevocable Trust (Tailwalker Non-GST Trust), Lonnie C. Poole, Jr. Grantor Trust dated May 1, 1995, Macquarie Infrastructure Partners a L.P., Macquarie Infrastructure Partners International L.P., Macquarie Infrastructure Partners Canada, L.P. and GS Direct, LLC (incorporated by reference to Exhibit 99.2 (Exhibit A thereof) to Form 8-K filed with the Securities and Exchange Commission on October 24, 2007).
99.(d)(3)	GS Direct, L.L.C. Equity Commitment Letter, dated December 17, 2007 (incorporated by reference to Exhibit 7.01 to Schedule 13D/A filed with the Securities and Exchange Commission by The Goldman Sachs Group, Inc. et al. on December 20, 2007).
99.(d)(4)	MIP Waste Holdings, L.P. Equity Commitment Letter, dated December 17, 2007 (incorporated by reference to Exhibit 7.02 to Schedule 13D/A filed with the Securities and Exchange Commission by The Goldman Sachs Group, Inc. et al. on December 20, 2007).
99.(d)(5)	Lonnie C. Poole, Jr. Rollover Equity Commitment Letter, dated December 17, 2007 (incorporated by reference to Exhibit 7.03 to Schedule 13D/A filed with the Securities and Exchange Commission by The Goldman Sachs Group, Inc. et al. on December 20, 2007).
99.(d)(6)	Lonnie C. Poole, III Rollover Equity Commitment Letter, dated December 17, 2007 (incorporated by reference to Exhibit 7.04 to Schedule 13D/A filed with the Securities and Exchange Commission by The Goldman Sachs Group, Inc. et. al. on December 20, 2007).

99.(d)(7)	Scott J. Poole Rollover Equity Commitment Letter, dated December 17, 2007 (incorporated by reference to Exhibit 7.05 to Schedule 13D/A filed with the Securities and Exchange Commission by The Goldman Sachs Group, Inc. et. al. on December 20, 2007).
99.(d)(8)	Jim W. Perry Rollover Equity Commitment Letter, dated December 17, 2007 (incorporated by reference to Exhibit 7.06 to Schedule 13D/A filed with the Securities and Exchange Commission by The Goldman Sachs Group, Inc. et. al. on December 20, 2007).
99.(d)(9)	Lonnie C. Poole, Jr. Grantor Trust Rollover Equity Commitment Letter, dated December 17, 2007 (incorporated by reference to Exhibit 7.07 to Schedule 13D/A filed with the Securities and Exchange Commission by The Goldman Sachs Group, Inc. et. al. on December 20, 2007).
99.(d)(10)	Lonnie C. Poole, III Irrevocable Trust (Tailwalker Non-GST Trust) Rollover Equity Commitment Letter, dated December 17, 2007 (incorporated by reference to Exhibit 7.08 to Schedule 13D/A filed with the Securities and Exchange Commission by The Goldman Sachs Group, Inc. et. al. on December 20, 2007).
99.(d)(11)	Lonnie C. Poole, III Irrevocable Trust (Tailwalker Trust) Rollover Equity Commitment Letter, dated December 17, 2007 (incorporated by reference to Exhibit 7.09 to Schedule 13D/A filed with the Securities and Exchange Commission by The Goldman Sachs Group, Inc. et. al. on December 20, 2007).
99.(d)(12)	Limited Guarantee, dated as of December 17, 2007, by and among Macquarie Infrastructure Partners a L.P., Macquarie Infrastructure Partners International L.P., Macquarie Infrastructure Partners Canada, L.P., GS Direct, LLC, Lonnie C. Poole, Jr., Lonnie C. Poole, III, Scott J. Poole, Jim W. Perry, Lonnie C. Poole, III Irrevocable Trust (Tailwalker Trust), Lonnie C. Poole, III Irrevocable Trust (Tailwalker Non-GST Trust), Lonnie C. Poole, Jr. Grantor Trust dated May 1, 1995, Perry Irrevocable Trust u/a/d December 13, 2007, Damas II Charitable Remainder Trust u/a/d 12/13/07 (each a guarantor) and Waste Industries (incorporated by reference to Exhibit 7.16 to Schedule 13D/A filed with the Securities and Exchange Commission by The Goldman Sachs Group, Inc. et. al. on December 20, 2007).
99.(d)(13)	Joinder Agreement made and entered into by the Perry 2007 Irrevocable Trust U/A/D December 13, 2007 and the Damas II Charitable Remainder Unitrust U/A/D/ 12/13/07, dated December 17, 2007 (incorporated by reference to Exhibit 7.11 to Schedule 13D/A filed with the Securities and Exchange Commission by The Goldman Sachs Group, Inc. et al. on December 20, 2007).
99.(d)(14)	Power of Attorney dated May 2, 2008, executed by Lonnie C. Poole, III.
99.(f)	Article 55-13 of the North Carolina Business Corporation Act (included as Appendix C of the Proxy Statement filed herewith as Exhibit (a)(1)).

* Previously filed on January 24, 2008.

** Previously filed on March 31, 2008.

EX-99.A.4

Exhibit 99(a)(4)

Waste Industries USA, Inc. Completes Going Private Transaction

Raleigh, N.C., May 9, 2008 – Waste Industries USA, Inc. (Nasdaq: WWIN), a regional, non-hazardous solid waste services company, announced today that it has completed the previously announced going private transaction effective May 9, 2008. The transaction received shareholder approval at a special meeting of the shareholders held on May 8. The investor group behind the transaction is led by Lonnie C. Poole, Jr., the Company’s founder and Chairman, and Jim W. Perry, the Company’s President and Chief Executive Officer, and includes financial partners Macquarie Infrastructure Partners and Goldman Sachs.

Under the terms of the approved merger agreement, Waste Industries shareholders will receive $38.00 per share in cash. Waste Industries shares were de-listed from the Nasdaq stock exchange at the opening of trading today, May 9, and have ceased to trade as a listed company.

About Waste Industries USA, Inc.

Waste Industries USA, Inc. is a vertically integrated solid waste services company that provides collection, transfer, disposal and recycling services to commercial, industrial and residential customer locations in the states of North Carolina, South Carolina, Virginia, Tennessee, Georgia and Mississippi.

Forward Looking Statements

This press release contains “forward-looking statements” under the Private Securities Litigation Reform Act of 1995. These forward-looking statements can generally be identified as such because the statement will include words such as the Company “expects,” “believes,” “anticipates” or words of similar import. Similarly, statements that describe the Company’s future plans, objectives or goals are also forward-looking statements. The forward-looking statements are subject to risks and uncertainties, including the effect of the transaction on the Company’s operating results and business generally, the risk that the transaction disrupts current plans and operations, downturns in the Company’s business, and the impact of the substantial indebtedness incurred to accomplish the transaction. Consider these factors carefully in evaluating the forward-looking statements. The risk factors listed in the Company’s Form 10-K for the year ended December 31, 2007 and subsequently filed Forms 8-K also provide examples of risks, uncertainties and events that could cause actual results to differ materially from those contained in forward-looking statements. The forward-looking statements made herein are only made as of the date of this press release and the Company undertakes no obligation to publicly update such forward-looking statements and is not responsible for changes made to this press release for Internet or wire services.

Company Contact

Carol Dalton, Investor Relations

(919) 325-3000

EX-99.D.14

Exhibit 99(d)(14)

STATE OF NORTH CAROLINA

WAKE COUNTY POWER OF ATTORNEY

Know all persons by these presents, that I, LONNIE C. POOLE, III, the undersigned, of Wake County, North Carolina, hereby make, constitute, and appoint J. LEE LLOYD, of Guilford County, North Carolina, my true and lawful attorney-in-fact for me and in my name, place and stead, giving unto said person, full and equal power to act in my name, place and stead in any way which I myself could do if I were personally present and in whatever capacity I might so act, with respect to all of the following of my affairs, interest, and property, of every kind and description, real, personal or mixed and with respect to each and every one of the designated following matters:

The negotiation and/or consummation of any and all transactions pertaining to or affecting my right, title, interest or authority with respect to Waste Industries USA, Inc., Marlin HoldCo GP, LLC, Marlin HoldCo LP, Lonnie C. Poole, Jr. Grantor Trust dated May 1, 1995, C3 Foundation, Inc. and their respective affiliates and subsidiaries, including but not limited to those contemplated by or related to (i) the Agreement and Plan of Merger, dated as of December 17, 2007, by and among Waste Industries USA, Inc., Marlin HoldCo LP and Marlin MergeCo Inc.; (ii) the Support Agreement, dated October 22, 2007, by and among MIP Waste Holdings GP, GS Direct, LLC and the Shareholder Parties (as defined in the Support Agreement); (iii) the Commitment Letter signed by me, dated December 17, 2007, addressed to Marlin HoldCo LP; and (iv) the Interim Investors Agreement made as of December 17, 2007, by and among Marlin HoldCo LP, Marlin MergeCo Inc. and the Investors (as defined in the Interim Investors Agreement). The authority granted hereunder shall include, without limitation, the authority to execute any and all documents, papers, and instruments of any type and description and to take any other actions which are required, necessary or deemed by my attorney-in-fact to be advisable in connection with the above-described matter.

Notwithstanding the foregoing generality, the authority granted above specifically includes the power and authority to execute and deliver any and all documents, papers and instruments of any type and description and to take such other actions as are required, necessary or deemed by my attorney-in-fact to be advisable in my capacity as officer, director, trustee, shareholder, member, manager, general partner or limited partner on behalf of any of the following: Waste Industries USA, Inc., Marlin HoldCo GP, LLC, Marlin HoldCo LP, Lonnie C. Poole, Jr. Grantor Trust dated May 1, 1995, C3 Foundation, Inc. and their respective affiliates and subsidiaries.

Execution by my named attorney-in-fact alone shall be sufficient, and shall be deemed my act in whatever capacity I might have so acted in my own right. Actions by my said attorney-in-fact shall be upon such terms, covenants, and provisions as my said attorney-in-fact, shall deem proper.

My attorney-in-fact shall not be required to file any inventories and accountings with the Clerk of Court having jurisdiction over such matters, but shall be required to report to me upon my regaining capacity (in the event I should become incapacitated during the term hereof) or to my personal representative (in the event of my death during the term hereof) in writing full and accurate details of all actions taken hereunder.

My attorney-in-fact shall serve without bond and shall be compensated pursuant to our customary arrangement respecting legal affairs.

This power of attorney is effective immediately, and is executed pursuant to the provisions of N.C. Gen. Stat. §32A-8 and shall not be affected by my subsequent incapacity or mental incompetence. This power of attorney shall terminate on May 14, 2008 at 11:59 p.m. EST.

Date: 5/02/08	Signature:	/s/ Lonnie C. Poole, III	(SEAL)
		LONNIE C. POOLE, III

* * * * * * * * * * * * * * * * * * * * * *

STATE OF NORTH CAROLINA

WAKE COUNTY

I certify that the following person personally appeared before me this day, acknowledging to me that he voluntarily signed the foregoing document for the purpose stated therein and in the capacity indicated:

	LONNIE C. POOLE, III
Date: 5/2/08	/s/    Cynthia D. Spencer
	Notary Signature
	Cynthia D. Spencer
	Notary Printed Name
(Official Seal)	My commission expires: 4/16/2011