UNITED STATES DISTRICT COURT

FOR THE EASTERN DISTRICT OF VIRGINIA

- NORFOLK DIVISION -

__________________________________________

)

UNITED STATES OF AMERICA,	)

)

Plaintiff,	)	Civil No.: 2:05CV468

)

v.	)

)	Filed: August 8, 2005

WASTE INDUSTRIES USA, INC.,	)

)

Defendant.	)	Judge: Friedman

__________________________________________)

STIPULATION

It is stipulated by and between the undersigned parties, through their respective attorneys, that:

1.	The Court has jurisdiction over the subject matter of this action and over each

of the parties hereto, and venue of this action is proper in the Eastern District of Virginia.

2.	The parties consent that a Final Judgment in the form hereto attached may be filed

and entered by the Court, upon the motion of any party or upon the Court's own motion, at any time after compliance with the requirements of the Antitrust Procedures and Penalties Act, 15 U.S.C. § 16(b)-(h), and without further notice to any party or other proceedings, provided that the plaintiff has not withdrawn its consent, which it may do at any time before the entry of the proposed Final Judgment by serving notice thereof on the defendant and by filing notice with the Court.

3.	The defendant shall abide by and comply with the provisions of the proposed Final

Judgment pending entry of the Final Judgment, or until expiration of time for all appeals of any court ruling declining entry of the proposed Final Judgment, and shall, from the date of the filing of this Stipulation, comply with all the terms and provisions thereof as though the same were in full force and effect as an order of the Court.

4.	This Stipulation shall apply with equal force and effect to any amended proposed

Final Judgment agreed upon in writing by the parties and submitted to the Court.

5.	In the event the plaintiff withdraws its consent or if the proposed Final Judgment is

not entered pursuant to this Stipulation, this Stipulation shall have no effect whatever and the making of this Stipulation shall be without prejudice to any party in this or any other proceeding.

6.	The defendant represents that the required actions set forth in the proposed Final Judgment can and will be implemented and followed and that the defendant will later raise no claim of hardship or difficulty as grounds for asking the Court to modify any of the provisions contained therein.
Respectfully submitted,	Dated: August 8, 2005

FOR PLAINTIFF

UNITED STATES OF AMERICA

_________/s/_____________________

LESLIE D. PERITZ

PA Bar No. 87539

_________/s/_____________________

LOWELL STERN

VA Bar No. 33460

Trial Attorneys

U.S. Department of Justice

Antitrust Division, Litigation II Section

1401 H Street, NW, Suite 3000

Washington, DC 20530

leslie.peritz@usdoj.gov

(202) 307-0925

FOR DEFENDANT

WASTE INDUSTRIES USA, INC.

________/s/______________________

BENJAMIN N. THOMPSON

Wyrick Robbins Yates & Ponton LLP

The Summit

4101 Lake Boone Trail, Suite 300

Raleigh, NC 27607-7506

(919) 781-4000

FOR DEFENDANT

WASTE INDUSTRIES USA, INC.

_________/s/_____________________

DEAN T. BUCKIUS

Vandeventer Black, LLP

500 World Trade Center

Norfolk, VA 23510-1699

(757) 446-8620

UNITED STATES DISTRICT COURT

FOR THE EASTERN DISTRICT OF VIRGINIA

-NORFOLK DIVISION-

__________________________________________

)

UNITED STATES OF AMERICA,	)

)

Plaintiff,	) Civil No.: 2:05CV468

)

v.	)

) Filed: August 8, 2005

WASTE INDUSTRIES USA, INC.,	)

)

Defendant.	) Judge: Friedman

_________________________________________ )

CERTIFICATE OF SERVICE

I, Leslie D. Peritz, hereby certify that on August 8, 2005, I caused a copy of the foregoing Stipulation and proposed Final Judgment to be served on defendant Waste Industries USA, Inc. by mailing the document first-class, postage prepaid, to the duly authorized legal representative of the defendant, as follows:

Counsel for Defendant Waste Industries USA, Inc.

Benjamin N. Thompson, Esquire

Wyrick Robbins Yates & Ponton LLP

The Summitt

4101 Lake Boone Trail, Suite 300

Raleigh, NC 27607-7506

Dean T. Buckius, Esquire

Vandeventer Black, LLP	/s/

500 World Trade Center	Leslie D. Peritz

Norfolk, VA 23510-1699	PA Bar No. 87539

______/s/______________________

Lowell Stern

VA Bar No. 33460

Trial Attorneys

U.S. Department of Justice

Antitrust Division

1401 H Street, NW, Suite 3000

Washington, D.C. 20530

Telephone: (202) 307-0925