ex10-1.htm


     

    
      EIGHTH AMENDMENT TO
REVOLVING CREDIT AGREEMENT

       

      


      This
Eighth Amendment to Revolving Credit Agreement (“Amendment”) is made as of
October 22, 2008 (“Effective Date”) among WCA WASTE CORPORATION, a
Delaware corporation (“Borrower”) and COMERICA BANK, a Texas banking
association (“Comerica”), in its capacity as Agent under the Credit Agreement,
as defined below (in such capacity, “Agent”), and in its capacity as a Lender
under the Credit Agreement and the “Lenders” from time to time party thereto
(the “Lenders”).

       

      PRELIMINARY
STATEMENT

       

      The
Borrower and Agent entered into a Revolving Credit Agreement dated July 5, 2006,
as amended by a First Amendment to Revolving Credit Agreement dated as of July
28, 2006, Second Amendment to Revolving Credit Agreement dated as of September
25, 2006, Third Amendment to Revolving Credit Agreement dated as of November 20,
2006, Fourth Amendment to Revolving Credit Agreement dated as of January 24,
2007, Fifth Amendment to Revolving Credit Agreement dated as of March 13, 2007,
Sixth Amendment to Revolving Credit Agreement dated as of July 27, 2007, and
Seventh Amendment to Revolving Credit Agreement dated as of December 19, 2007
(“Credit Agreement”) providing terms and conditions governing certain loans and
other credit accommodations extended by the Agent to Borrower
(“Indebtedness”).

       

      Borrower,
Agent and the Lenders constituting the Required Lenders have agreed to
amend the terms of
the Credit Agreement as provided in this Amendment.

       

      AGREEMENT

       

      1. Defined
Terms.  In this Amendment, capitalized terms used without
separate definition shall have the meanings given them in the Credit
Agreement.

       

      2. Amendments.

       

      a. The
following definitions are hereby added to Section 1.01 of the Credit
Agreement:

       

      “ ‘Eighth Amendment Effective
Date’ shall mean the effective date of the Eighth Amendment to Revolving
Credit Agreement among the Borrower, Agent and the Lenders determined pursuant
to Paragraph 3a of such amendment.”

       

      “ ‘Floating LIBOR Rate’
means, for any day, a per annum interest rate which is equal to the quotient of
the following:

       

      (1) the
per annum rate of interest determined on the basis of the rate for deposits in
Dollars for a period equal to one (1) month appearing on Page BBAM of the
Bloomberg Financial Markets Information Service as of 8:00 a.m. (Detroit,
Michigan time) (or soon thereafter as practical) on such day, or if such day is
not a Business Day, on the immediately preceding Business Day.  In the
event that such rate does not appear on Page BBAM of the Bloomberg Financial
Markets Information Service (or otherwise on such Service), the “Floating LIBOR
Rate” shall be determined by reference to such other publicly available service
for displaying eurodollar rates as may be agreed upon by Agent and Borrower, or,
in the absence of such agreement, the “Floating LIBOR Rate” shall, instead, be
the per annum rate equal to the average of the rate at which Agent is offered
dollar deposits at or about 8:00 a.m. (Detroit, Michigan time) (or soon
thereafter as practical) on such day in the interbank eurodollar market in an
amount comparable to the principal amount of the Obligations hereunder which is
to bear interest at such “Floating LIBOR Rate” and for a period equal to one (1)
month;

       

      divided
by

       

      (2) a
percentage  equal to 100% minus the maximum rate on such date at which
Agent is required to maintain reserves on “Euro-currency Liabilities” as defined
in and pursuant to Regulation D of the Board of Governors of the Federal Reserve
System or, if such regulation or definition is modified, and as long as Agent is
required to maintain reserves against a category of liabilities which includes
eurodollar deposits or includes a category of assets which includes eurodollar
loans, the rate at which such reserves are required to be maintained on such
category;

       

      all as
conclusively determined by Agent, such sum to be rounded upward, if necessary,
to the nearest whole multiple of 1/100,000th of 1%.

       

      b. The
definition of “Applicable Margin” in Section 1.01 of the Credit Agreement is
hereby amended and restated in its entirety as follows:

       

      “  ‘Applicable Margin’
means, on any day, the applicable per annum percentage set forth at the
appropriate intersection in the table shown below, based on the Leverage Ratio
on the most recent Determination Date:

       

      
        
          	
                  Level

                	 
      	
                  Leverage
      Ratio

                	 
      	
                  Base
      Rate Loan

                	 
      	
                  LIBOR
      Loan

                	 
      	
                  Letter
      of Credit Fees

                
	
                  I

                	 
      	
                  <3.00:1.00

                	 
      	
                  2.25%

                	 
      	
                  2.25%

                	 
      	
                  2.25%

                
	
                  II

                	 
      	
                  ≥3.00:1.00
      and <3.50:1.00

                	 
      	
                  2.50%

                	 
      	
                  2.50%

                	 
      	
                  2.50%

                
	
                  III

                	 
      	
                  ≥3.50:1.00
      and <4.00:1.00

                	 
      	
                  2.75%

                	 
      	
                  2.75%

                	 
      	
                  2.75%

                
	
                  IV

                	 
      	
                  ≥4.00:1.00
      and <4.50:1.00

                	 
      	
                  3.00%

                	 
      	
                  3.00%

                	 
      	
                  3.00%

                
	
                  V

                	 
      	
                  ≥4.50:1.00

                	 
      	
                  3.25%

                	 
      	
                  3.25%

                	 
      	
                  3.25%

                


        

      

       

      The
Applicable Margin shall be established as of the last day of each fiscal quarter
of the Borrower (each, a "Determination Date")
beginning with the receipt by the Administrative Agent of the Compliance
Certificate and the financial statements for the fiscal quarter ended December
31, 2008 (the "Initial
Determination Date").  Any change in the Applicable Margin
following each Determination Date shall be determined based upon the information
and computations set forth in the financial statements and Compliance
Certificate furnished to the Administrative Agent pursuant to Section 8.01,
subject to review and approval of such computations by the Administrative
Agent.  Each change in the Applicable Margin shall be effective as of
the Determination Date (including, without limitation, in respect of LIBOR Loans
then outstanding notwithstanding that such change occurs during an Interest
Period), and shall remain in effect until the next Determination Date for which
a change in the Applicable Margin occurs; provided, however; if the Borrower
shall fail to deliver any required financial statements or Compliance
Certificate within the time period required by Section 8.01,
the Applicable Margin shall be the highest percentage amount stated for each
Type of Loan as set forth in the above table for the period beginning on the
relevant Determination Date and ending on the date that the appropriate
financial statements and Compliance Certificate are so
delivered.  Notwithstanding the foregoing, Level III Applicable
Margins shall be in effect hereunder until the determination thereof based upon
Borrowers’ financial statements for the fiscal quarter ending December 31, 2008,
unless (prior to such date) Borrower’s September 30, 2008 financial statements
demonstrate a consolidated Total Leverage Ratio greater than 4.00:1.00, in which
case, the Applicable Margin indicated in the table above with respect to the
corresponding pricing level shall apply.”

       

      c. The definition of “Base Rate”
in Section 1.01 of the Credit Agreement is hereby amended and restated in its
entirety as follows:

       

      “  ‘Base Rate’ means,
with respect to any Base Rate Loan, for any day, the higher of (a) the Federal
Funds Rate for any such day plus 1.00%, (b) the Prime Rate for such day, or (c)
the Floating LIBOR Rate for such day plus 0.25%.  Each change in any
interest rate provided for herein based upon the Base Rate resulting from a
change in the Base Rate shall take effect at the time of such change in the Base
Rate.”

       

      d. The definition of “LC
Commitment” in Section 1.01 of the Credit Agreement is hereby amended and
restated in its entirety as follows:

       

      “  ‘LC Commitment’ at any
time means $40,000,000.”

       

      e. Section 2.05 of the Credit
Agreement is hereby amended and restated in its entirety as
follows:

       

      “2.05 Commitment
Fee.  The Borrower shall pay to the Administrative Agent, for
the account of each Lender holding a Revolving Credit Commitment, a commitment
fee on the daily average unused amount of the Aggregate Revolving Credit
Commitments for the period from and including the Closing Date up to, but
excluding, the earlier of the date the Aggregate Revolving Credit Commitments
are terminated or the Termination Date at a rate per annum equal to the
applicable per annum percentage set forth at the appropriate intersection in the
table shown below, based on the Leverage Ratio on the most recent Determination
Date:

       

      
        
          	
                  Leverage
      Ratio

                	 
      	
                  Commitment
      Fee Percentage

                
	
                  <3.00:1.00

                	 
      	
                  0.50%

                
	
                  ≥3.00:1.00
      and <3.50:1.00

                	 
      	
                  0.50%

                
	
                  ≥3.50:1.00
      and <4.00:1.00

                	 
      	
                  0.50%

                
	
                  ≥4.00:1.00
      and <4.50:1.00

                	 
      	
                  0.75%

                
	
                  ≥4.50:1.00

                	 
      	
                  1.00%

                


        

      

       

      The
commitment fee percentage shall be established as of each Determination Date
beginning with the Initial Determination Date.  Any change in the
commitment fee percentage following each Determination Date shall be determined
based upon the information and computations set forth in the financial
statements and Compliance Certificate furnished to the Administrative Agent
pursuant to Section 8.01,
subject to review and approval of such computations by the Administrative
Agent.  Each change in the commitment fee percentage shall be
effective as of the Determination Date and shall remain in effect until the next
Determination Date for which a change in the commitment fee percentage occurs;
provided, however; if the Borrower shall fail to deliver any required financial
statements or Compliance Certificate within the time period required by Section 8.01,
the commitment fee percentage shall be the highest percentage amount set forth
in the above table for the period beginning on the relevant Determination Date
and ending on the date that the appropriate financial statements and Compliance
Certificate are so delivered.  Notwithstanding the foregoing, a
commitment fee of 0.50% shall be in effect hereunder until the determination
thereof based upon Borrowers’ financial statements for the fiscal quarter ending
December 31, 2008, unless (prior to such date) Borrower’s September 30, 2008
financial statements demonstrate a consolidated Total Leverage Ratio greater
than 4.00:1.00, in which case, the commitment fee percentage indicated in the
table above with respect to the corresponding Total Leverage Ratio level shall
apply.  Accrued commitment fees shall be payable quarterly on each
Quarterly Date and on the earlier of the date the Aggregate Revolving Credit
Commitments are terminated or the Termination Date.  For purposes of
computing the commitment fees payable hereunder, outstanding Swing Line Loans
shall be disregarded.”

       

      f. For the purpose of Section 5.01
only, so long as any Base Rate Loan is accruing interest at a rate based on the
Floating LIBOR Rate, such Base Rate Loan shall be, for the sole purpose of
Section 5.01 only, also considered a LIBOR Loan.

       

      g. Section 9.15 of the Credit
Agreement is hereby amended and restated in its entirety as
follows:

       

      “9.15  Adjusted EBIT Debt Service
Ratio.  The Borrower will not permit the Adjusted EBIT Debt
Service Coverage Ratio at any time (calculated quarterly at the end of each
fiscal quarter) to be less than the ratio corresponding to the applicable period
set forth below:

       

      
        
          	
                  Fiscal
      quarter ending:

                	 
      	
                  Ratio:

                
	
                  September
      30, 2008 and at all times thereafter

                	 
      	
                  1.25
      to 1.00

                


        

      

       

      3. Representations and
Warranties.  The Borrower represents, warrants, and agrees
that:

       

      a. This
Amendment may be executed in as many counterparts as Agent, the Lenders and the
Borrower deem convenient, and shall become effective upon delivery to Agent of
all executed counterparts hereof from Lenders constituting the Required Lenders
and from Borrower and each of the Guarantors.

       

      b. Except as
expressly modified in this Amendment, the representations, warranties, and
covenants set forth in the Credit Agreement and in each related document,
agreement, and instrument remain true and correct, continue to be satisfied in
all respects, and are legal, valid and binding obligations with the same force
and effect as if entirely restated in this Amendment.

       

      c. When
executed, the Agreement, as amended by this Amendment will continue to
constitute a duly authorized, legal, valid, and binding obligation of the
Borrower enforceable in accordance with its terms.

       

      d. There is
no Default or Event of Default existing under the Credit Agreement, or any
related document, agreement, or instrument.

       

      e. The
Certificate of Incorporation, Amended and Restated Bylaws and Resolution and
Incumbency Certificate of the Borrower delivered to Agent in connection with the
Credit Agreement on or about July 5, 2006, have not been repealed, amended or
modified since the date of delivery thereof and that same remain in full force
and effect; provided however that the
Amended and Restated Bylaws have been amended and restated by the Second Amended
and Restated Bylaws of the Borrower dated as of June 18, 2007.

       

      4. Fees.  The
Borrower shall pay to Agent, for distribution to the Lenders, as applicable, all
fees as set forth in the Fee Letter from Agent to the Borrower dated as of
October 14, 2008, in the manner and on the dates specified therein, to the
extent not paid prior to the Eighth Amendment Effective Date.

       

      5. Successors and
Assigns.  This Amendment shall inure to the benefit of and be
binding upon the parties and their respective successors and
assigns.

       

      6. Other
Modification.  In executing this Amendment, the Borrower is not
relying on any promise or commitment of Agent or the Lenders that is not in
writing signed by Agent and the Lenders.

       

      7. Acknowledgment and Consent
of Guarantors.  By signing below, each of the Guarantors
acknowledges and consents to the execution, delivery and performance of this
Amendment.

       

      8. Expenses.  Borrower
shall promptly pay all out-of-pocket fees, costs, charges, expenses, and
disbursements of Agent and the Lenders incurred in connection with the
preparation, execution, and delivery of this Amendment, and the other documents
contemplated by this Amendment.

       

      [Signature Page
Follows]

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      This
Eighth Amendment to the Revolving Credit Agreement is executed and delivered on
the Effective Date.

       

       

      
        COMERICA
BANK, as Administrative Agent

      

      
        and
Collateral Agent

         

      

      By:           /s/ Michael R.
Schmidt                                                                           

      Michael
R. Schmidt

      Its:           Vice
President

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      GUARANTY
BANK, as Syndication Agent and

      a
Lender

       

      By:           /s/ Jeremy
Jackson                                                                

      Jeremy
Jackson

      Its:           Vice
President

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      AIB DEBT
MANAGEMENT LIMITED,

      as a
Lender

       

      By:           /s/ Jean Pierre
Knight                                                                

      Jean
Pierre Knight

      Its:           Vice
President

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      COMPASS
BANK, as a Lender

       

      By:           /s/ Eric
Ensmann                                                                                     

      Eric
Ensmann

      Its:           Senior
Vice President

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      FIRST
BANK, as a Lender

       

      By:           /s/ Randy T.
Fink                                                                                     

       Randy
T. Fink

      Its:           Senior
Vice President

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      BANK OF
TEXAS, NATIONAL ASSOCIATION,

      as a
Lender

       

      By:           /s/ Frank A.
Yonish                                                                

      Frank A.
Yonish

      Its:           Executive
Vice President

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      COMMERCE
BANK, NA, as a Lender

       

      By:           /s/ Francisco
Rivero                                                                

      Francisco Rivero

      Its:           Senior
Vice President

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      WACHOVIA
BANK, NATIONAL ASSOCIATION,

      as a
Lender

       

      By:           /s/ Michael R.
Quirav                                                                

      Michael
R. Quirav

      Its:           Vice
President

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      WEBSTER
BANK, NATIONAL ASSOCIATION,

      as a
Lender

       

      By:           /s/ Stephen J.
Corcoran                                                                           

      Stephen
J. Corcoran

      Its:           Senior
Vice President

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      WCA WASTE
CORPORATION, as Borrower

       

      By:           /s/ Charles
A. Casalinova

      Charles
A. Casalinova

      Its:           Senior
Vice President and Chief Financial Officer

       

      WCA
HOLDINGS CORPORATION, as a Guarantor

       

      By:           /s/ Charles A.
Casalinova                                                                

      Charles
A. Casalinova

      Its:           Vice
President

       

      WCA WASTE
SYSTEMS, INC., as a Guarantor

       

      By:           /s/ Charles A.
Casalinova                                                                

      Charles
A. Casalinova

      Its:           Vice
President

       

      WCA OF
ALABAMA, L.L.C., as a Guarantor

       

      By:           /s/ Charles A.
Casalinova                                                                

      Charles
A. Casalinova

      Its:           Vice
President

       

      WCA
SHILOH LANDFILL, L.L.C., as a Guarantor

      


      By:           /s/ Charles A.
Casalinova                                                                

      Charles
A. Casalinova

      Its:           Vice
President

       

      WASTE
CORPORATION OF KANSAS, INC., as a Guarantor

       

      By:           /s/ Charles A.
Casalinova                                                                

      Charles
A. Casalinova

      Its:           Vice
President

       

      WASTE
CORPORATION OF TENNESSEE, INC., as a Guarantor

       

      By:           /s/ Charles A.
Casalinova                                                                

      Charles
A. Casalinova

      Its:           Vice
President

       

      [Signatures Continue on the Following
Page]

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      [Continuation of Signature Page of
the Acknowledgement and Consent of Guarantors]

       

      WCA OF
FLORIDA, INC., as a Guarantor

       

      By:           /s/ Charles A.
Casalinova                                                                

      Charles
A. Casalinova

      Its:           Vice
President

       

      WCA OF
CENTRAL FLORIDA, INC., as a Guarantor

       

      By:           /s/ Charles A.
Casalinova                                                                

      Charles
A. Casalinova

      Its:           Vice
President

       

      TRANSIT
WASTE, LLC, as a Guarantor

       

      By:           /s/ Charles A.
Casalinova                                                                

      Charles
A. Casalinova

      Its:           Vice
President

       

      WASTE
CORPORATION OF MISSOURI, INC., as a Guarantor

       

      By:           /s/ Charles A.
Casalinova                                                                

      Charles
A. Casalinova

      Its:           Vice
President

       

      EAGLE
RIDGE LANDFILL, LLC, as a Guarantor

       

      By:           /s/ Charles A.
Casalinova                                                                

      Charles
A. Casalinova

      Its:           Vice
President

       

      WCA TEXAS
MANAGEMENT GENERAL, INC., as a Guarantor

       

      By:           /s/ Charles A.
Casalinova                                                                

      Charles
A. Casalinova

      Its:           Vice
President

       

      WASTE
CORPORATION OF TEXAS, L.P., as a Guarantor

       

      By:           /s/ Charles A.
Casalinova                                                                

      Charles
A. Casalinova

      Its:           Vice
President

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       [Continuation of Signature Page of
the Acknowledgement and Consent of Guarantors]

       

      TEXAS
ENVIRONMENTAL WASTE SERVICES, LLC, as a Guarantor

       

      By:           /s/ Charles A.
Casalinova                                                                

      Charles
A. Casalinova

      Its:           Vice
President

       

      WCA
MANAGEMENT LIMITED, INC., as a Guarantor

       

      By:           /s/ Charles A.
Casalinova                                                                

      Charles
A. Casalinova

      Its:           Vice
President

       

      WCA
MANAGEMENT GENERAL, INC., as a Guarantor

       

      By:           /s/ Charles A.
Casalinova                                                                

      Charles
A. Casalinova

      Its:           Vice
President

       

      WCA
MANAGEMENT COMPANY, LP, as a Guarantor

       

      By:           /s/ Charles A.
Casalinova                                                                

      Charles
A. Casalinova

      Its:           Vice
President

       

      WCA OF
NORTH CAROLINA, LLC, as a Guarantor

       

      By:           /s/ Charles A.
Casalinova                                                                

      Charles
A. Casalinova

      Its:           Vice
President

       

      MATERIAL
RECOVERY, LLC, as a Guarantor

       

      By:           /s/ Charles A.
Casalinova                                                                

      Charles
A. Casalinova

      Its:           Vice
President

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      [Continuation of Signature Page of
the Acknowledgement and Consent of Guarantors]

       

      WCA WAKE
TRANSFER STATION, LLC, as a Guarantor

       

      By:           /s/ Charles A.
Casalinova                                                                

      Charles
A. Casalinova

      Its:           Vice
President

       

      WCA OF
HIGH POINT, LLC, as a Guarantor

       

      By:           /s/ Charles A.
Casalinova                                                                

      Charles
A. Casalinova

      Its:           Vice
President

       

      MATERIAL
RECLAMATION, LLC, as a Guarantor

       

      By:           /s/ Charles A.
Casalinova                                                                

      Charles
A. Casalinova

      Its:           Vice
President

       

      WCA
CAPITAL, INC., as a Guarantor

       

      By:           /s/ Charles A.
Casalinova                                                                

      Charles
A. Casalinova

      Its:           Vice
President

       

      WASTE
CORPORATION OF ARKANSAS, INC., as a Guarantor

       

      By:           /s/ Charles A.
Casalinova                                                                

      Charles
A. Casalinova

      Its:           Vice
President

       

      TRANSLIFT,
INC., as a Guarantor

       

      By:           /s/ Charles A.
Casalinova                                                                

      Charles
A. Casalinova

      Its:           Vice
President

       

      WCA OF
ST. LUCIE, LLC, as a Guarantor

       

      By:           /s/ Charles A.
Casalinova                                                                

      Charles
A. Casalinova

      Its:           Vice
President

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      [Continuation of Signature Page of
the Acknowledgement and Consent of Guarantors]

       

      WCA OF
LOUISIANA, LLC, as a Guarantor

       

      By:           /s/ Charles A.
Casalinova                                                                

      Charles
A. Casalinova

      Its:           Vice
President

       

      AMERICAN
WASTE, LLC, as a Guarantor

       

      By:           /s/ Charles A.
Casalinova                                                                

      Charles
A. Casalinova

      Its:           Vice
President

       

      N.E.
LANDFILL, LLC, as a Guarantor

       

      By:           /s/ Charles A.
Casalinova                                                                

      Charles
A. Casalinova

      Its:           Vice
President

       

      PAULS
VALLEY LANDFILL, LLC, as a Guarantor

       

      By:           /s/ Charles A.
Casalinova                                                                

      Charles
A. Casalinova

      Its:           Vice
President

       

      SOONER
WASTE, L.L.C., as a Guarantor

       

      By:           /s/ Charles A.
Casalinova                                                                

      Charles
A. Casalinova

      Its:           Vice
President