AMENDMENT AND CONSENT

Exhibit 10.17

AMENDMENT AND CONSENT

This AMENDMENT AND CONSENT (this “ Amendment ”) dated as of August 27, 2003, is among (a) WASTE INDUSTRIES USA, INC. (f/k/a Waste Holdings, Inc.), a North Carolina corporation having its principal place of business at 3301 Benson Drive, Suite 601, Raleigh, North Carolina 27609 (the “ Company ”), and each of the subsidiaries of the Company that has executed a Guaranty Agreement (as defined in each of the Note Agreements defined below) (the “ Guarantors ”) and (b) THE PRUDENTIAL INSURANCE COMPANY OF AMERICA {“ Prudential ”), PRUCO LIFE INSURANCE COMPANY, PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY, U.S. PRIVATE PLACEMENT FUND and any other noteholders who are or may become parties to the Note Agreements (as defined below) (collectively, the “ Noteholders ”).

WHEREAS, the Company and Prudential are parties to the Amended and Restated Note Purchase Agreement, dated as of March 31, 2001 (as amended, restated or otherwise modified through the date hereof, the “ Purchase Agreement ”), and the Company and the Noteholders are parties to Amended and Restated Note Purchase and Private Shelf Agreement, dated as of March 31, 2001 (as amended, restated or otherwise modified through the date hereof, the “ Shelf Agreement ” and, together with the Purchase Agreement, the “ Note Agreements ”);

WHEREAS, the Guarantors have entered into the Guaranty Agreements in connection with the Note Agreements; and

WHEREAS, the Company and the Guarantors have requested that the Noteholders agree, and the Noteholders have agreed, on the terms and subject to the conditions set forth herein, to modify, among other things, the covenants under the Note Agreements described below and provide the waiver described below;

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Defined Terms. Capitalized terms that are used herein without definition and that are defined in the Note Agreements shall have the same meanings herein as in the Note Agreements.

2. Amendments to Note Agreements.

2A. Paragraph 5A of the Note Agreements .

(i) Paragraph 5A(4) of the Note Agreements is amended in its entirety so that as amended it will read as follows:

“5A(4) Special Information. The Company also covenants that immediately after any Responsible Officer obtains actual knowledge of:

(a) an Event of Default or Default;

(b) a Material Adverse Change;

(c) legal proceedings filed against the Company and/or any of its Subsidiaries, which reasonably could be expected to result in a Material Adverse Change;

(d) a default under any agreement or note evidencing Indebtedness for which the Company or any Subsidiary is liable, which individually or in the aggregate with all other agreements and notes in default for which the Company or any of its Subsidiaries is liable, exceeds $250,000;

(e) any (i) Environmental Liabilities, (ii) pending, threatened or anticipated Environmental Proceedings, (iii) Environmental Notices, (iv) Environmental Judgments and Orders, or (v) Environmental Releases at, on, in, under or in any way affecting the Properties which reasonably could be expected to result in a Material Adverse Change; or

(f) with respect to any Plan that is subject to the funding requirements of Section 302 of ERISA or Section 412 of the Code, the Company (i) has given or is required to give notice to the Pension Benefit Guaranty Corporation that a material reportable event has occurred with respect to such Plan, (ii) has delivered notice to the Pension Benefit Guaranty Corporation of any intent to withdraw from or terminate any such Plan, or (iii) has failed to make timely a contribution to any such Plan;

the Company will deliver to each Significant Holder an Officer’s Certificate specifying the nature and period of existence thereof and what action the Company or the Subsidiary has taken, is taking or proposes to take with respect thereto.”

(ii) A new paragraph 5A(5) is hereby added to the Note Agreements to read in its entirety as follows:

“5A(5) Notices Concerning Tax Treatment. The Company and its Subsidiaries do not intend to treat the Notes and/or related transaction hereunder as being a “reportable transaction” (within the meaning of Treasury Regulation Section 1.6011-4). In the event the Company or its Subsidiaries determine to take any action inconsistent with their intention to not treat the Notes and/or related transactions hereunder as a reportable transaction, they will promptly notify each Significant Holder in writing thereof and will provide each Significant Holder with a duly completed copy of IRS Form 8886 or any successor form. The Company and each Subsidiary acknowledges that one or more of the Significant Holders may treat its Notes as part of a transaction that is subject to Treasury Regulation Section 1.6011-4 or Section 301.6112-1, and such Significant Holder will file such IRS forms and maintain such lists and other records as they may determine is required by such Treasury Regulations.”

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2B. Paragraph 6A of the Note Agreements.

(i) Subparagraphs (a), (b), (c) and (d) of paragraph 6 A of the Note Agreements are hereby amended to read in their respective entireties as follows:

“(a) Funded Debt to EBITDA. The ratio of (x) Funded Debt as at the end of any fiscal quarter to (y) EBITDA for the period of four (4) consecutive fiscal quarters ending on such date to be greater than the ratio set forth opposite such fiscal quarters:

(b) Senior Funded Debt to EBITDA. The ratio of (x) Senior Funded Debt as at the end of any fiscal quarter to (y) EBITDA for the period of four (4) consecutive fiscal quarters to be greater than the ratio set forth opposite such fiscal quarters:

(c) Consolidated Net Worth. Commencing with the fiscal quarter ended September 30, 2003, Consolidated Net Worth at the end of any fiscal quarter to be less than the sum of $95,000,000 plus the sum of (a) 50% of positive Consolidated Net Income for each fiscal quarter, beginning with the fiscal quarter ended June 30, 2003, and (b) 100% of the net proceeds of any sale by the Company or any of its Subsidiaries of (i) equity securities issued by the Company or any of its Subsidiaries or (ii) warrants or subscription rights for equity securities issued by the Company or any of its Subsidiaries.

(d) Interest Coverage. The ratio of (x) actual reported EBITA for any fiscal quarter to (y) Consolidated Total Interest Expense for such fiscal quarter to be less than the ratio set forth in the following table opposite such fiscal quarter:

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(ii) Subparagraph (f) of paragraph 6A of the Note Agreements is hereby amended to read in its entirety as follows:

“(f) Capital Expenditures. Capital Expenditures for any fiscal year shall not exceed (i) $35,000,000 for the fiscal year 2003, (ii) $35,000,000 for the fiscal year 2004, (iii) $37,000,000 for the fiscal year 2005, and (iv) $43,000,000 for the fiscal year 2006 and thereafter.”

2C. Paragraph 6B of the Note Agreements.

(i) Subparagraph (f) of paragraph 6B of the Note Agreements is hereby amended to read in its entirety as follows:

“(f) Indebtedness with respect to landfill closure bonds of the Company and its Subsidiaries in an aggregate amount not to exceed $30,000,000;”

(ii) Subparagraph (h) of paragraph 6B of the Note Agreements is hereby amended to read in its entirety as follows:

“(h) Indebtedness with respect to (i) the Sampson County Bonds in an aggregate amount not to exceed (A) $34,969,367 in connection with the Series 2000 Bonds, and (B) $9,804,000 in connection with the Series 2003 Bonds, and (ii) Indebtedness with respect to other tax-exempt revenue bonds not to exceed $25,000,000 in the aggregate;”

(iii) Subparagraph (j) of paragraph 6B of the Note Agreements is hereby amended to read in its entirety as follows:

“(j) Indebtedness of a Designated LLC to the Company or any of its Subsidiaries, whether in the form of intercompany payables, advances, notes or debentures, each of which is pledged to the Collateral Agent, the proceeds of which are loaned or contributed as capital to a direct or indirect Subsidiary of such Designated LLC, which Subsidiary is a Guarantor (and not a Designated LLC); provided that the aggregate amount of all such Indebtedness permitted under this paragraph 6B(j) shall not exceed $100,000,000;”

(iv) The new following subparagraphs (1) and (m) are hereby inserted to read in their entirety as follows:

“(1) Indebtedness of the Company or any of its Subsidiaries in respect of Swap Contracts in compliance with the Bank Agreement; and

(m) Indebtedness of the Company or any of its Subsidiaries under fuel price swaps, fuel price caps, and fuel price collar or floor agreements, and similar agreements or arrangements designed to protect against or manage fluctuations in fuel prices with respect to fuel purchased in the ordinary course of business of the Company and its Subsidiaries (“ Fuel Derivatives Obligations ”);”

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2D. Paragraph 6C of the Note Agreements.

(i) Subparagraph (d) of paragraph 6C of the Note Agreements is hereby amended to read in its entirety as follows:

“(d) liens of carriers, warehousemen, mechanics and materialmen, and other like liens on properties, in existence less than 120 days from the date of creation thereof in respect of obligations not overdue, provided that such liens may continue to exist for a period of more than 120 days if the validity or amount thereof shall currently be contested by the Company or any such Subsidiary in good faith and if the Company or any such Subsidiary shall have set aside on its books adequate reserves with respect thereto as required by GAAP, and provided further that the Company or any such Subsidiary will pay any such claim forthwith upon commencement of proceedings to foreclose any such lien;”

(ii) Paragraph 6C of the Note Agreements is hereby amended by (i) deleting the word “and” at the end of subparagraph (g) thereof, (ii) inserting the word “and” at the end of subparagraph (h) thereof and (iii) inserting the new following subparagraph (i) to read in its entirety as follows:

“(i) liens, whether created by contract, law, regulation or ordinance, securing Indebtedness permitted by Paragraph 6B(b), provided that any security granted therefor is limited to (i) rights to payment under, and use of equipment or related assets to perform, the contracts to which such guaranty or suretyship obligations relate, and (ii) other liens arising under the laws of suretyship.”

2E. Paragraph 6D of the Note Agreements.

(i) Subparagraph (e) of paragraph 6D of the Note Agreements is hereby amended to read in its entirety as follows:

“(e) (i) Investments permitted under paragraph 6E and (ii) Investments consisting of notes issued to the Company and/or one of its Subsidiaries in connection with the FHA Transaction;”

(ii) Subparagraphs (h) and (i) of paragraph 6D of the Note Agreements are hereby amended in their respective entireties to read as follows:

“(h) Investments consisting of the Company’s or any of its Subsidiaries’ ownership interests in the Designated LLCs (and the related capital contributions in respect thereof) as set forth in Schedule 6D and Investments in the Company or its Subsidiaries by the Designated LLCs constituting Indebtedness permitted under paragraph 6B; and

(i) other Investments not to exceed the sum of $2,000,000 in the aggregate at any one time outstanding with respect to non-hazardous solid waste collection, transfer, hauling, recycling or disposal businesses, projects, joint-ventures or enterprises or purchase options.”

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2F. Paragraph 6E of the Note Agreements.

(i) Subparagraph (a) of paragraph 6E(1) of the Note Agreements is hereby amended to read in its entirety as follows:

“(a) the Company is in current compliance with and, giving effect to the proposed acquisition (including any borrowings made or to be made in connection therewith), will continue to be in compliance with all of the covenants in paragraph 6A hereof on a pro forma historical combined basis as if the transaction occurred on the first day of the period of measurement; provided , that, in the case of transactions involving cash consideration to be paid by the Company or any of its Subsidiaries (including cash deferred payments, contingent or otherwise, and the aggregate amount of all Funded Debt assumed) in excess of $5,000,000, the Purchasers shall have received an Officer’s Certificate demonstrating compliance with paragraph 6A on a pro forma historical combined basis as if the transaction occurred on the first day of the period of measurement (any acquisition requiring cash consideration (including cash deferred payments, contingent or otherwise, and the aggregate amount of all Funded Debt assumed) in excess of $5,000,000 being referred to as a “Material Acquisition”);”

(ii) Subparagraph (d) of paragraph 6E(1) of the Note Agreements is hereby amended to read in its entirety as follows:

“(d) the business to be acquired operates predominantly in the continental United States and/or Canada;”

(iii) Subparagraph (j) of paragraph 6E(1) of the Note Agreements is hereby amended to read in its entirety as follows:

“(j) cash consideration to be paid by the Company or such Subsidiary in connection with any such acquisition or series of related acquisitions (including cash deferred payments, contingent or otherwise, and the aggregate amount of all Funded Debt assumed), shall not exceed $10,000,000 without the consent of the Required Holders;”

(iv) The new following subparagraphs (k) and (1) are hereby inserted at the end of paragraph 6E(1) to read in their entirety as follows:

“(k) the aggregate cash consideration to be paid by the Company or any Subsidiary in connection with all such acquisitions or series of related acquisitions (including cash deferred payments, contingent or otherwise, and the aggregate amount of all Funded Debt assumed) during any period of four (4) consecutive fiscal quarters, shall not exceed $30,000,000 without the consent of the Required Holders; and

(1) the terms and conditions of any Indebtedness incurred or assumed by the Company or such Subsidiary in connection with any such acquisition or series of related acquisitions (other than Indebtedness permitted under paragraph 6B(e)) shall be satisfactory to the Required Holders.”

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(v) Paragraph 6E(2) of the Note Agreements is hereby amended to read in its entirety as follows:

“6E(2) Disposition of Assets. Other than Permitted Transfers, neither the Company nor any Subsidiary will become a party to or agree to or effect any disposition of assets in excess of $500,000 in the aggregate (the “Basket”) without the prior written consent of the Required Holders; provided that the Company and its Subsidiaries shall be permitted to consummate the FHA Transaction in accordance with the terms thereof.”

2G. Paragraph 6G of the Note Agreements.

(i) Paragraph 6G of the Note Agreements is hereby amended to read in its entirety as follows:

“6G. Restricted Distributions and Redemptions. Neither the Company nor any of its Subsidiaries shall redeem, convert, retire or otherwise acquire shares of any class of its capital stock or other equity interest, or make any Distributions, except that (i) the Company or any Subsidiary may make Distributions to the Company or another Subsidiary of the Company and (ii) so long as no Default or Event of Default then exists or would result from such payment, the Company or any Subsidiary may make cash dividend payments in an amount not to exceed $3,500,000 in any fiscal year if after giving pro forma effect to such payment the Fixed Charge Coverage Ratio of the Company and its Subsidiaries is greater than or equal to 1.10 to 1 for such fiscal year. In addition, neither the Company nor any of its Subsidiaries shall effect or permit any change in or amendment to any document or instrument pertaining to the terms of the Company or any of its Subsidiaries capital stock or other equity interest. Notwithstanding the foregoing, neither the Company nor any of its Subsidiaries shall make any Distribution under this paragraph 6G if a Default or Event of Default exists or would be created by the making of such Distribution.”

2H. Paragraph 6H of the Note Agreements.

(i) Paragraph 6H of the Note Agreements is hereby amended to read in its entirety as follows:

“6H. Debt Modification,