exhibit10-1.htm


    Exhibit
10.1

    


     

    ELEVENTH AMENDMENT TO
REVOLVING CREDIT AGREEMENT

     

    


    This
Eleventh Amendment to Revolving Credit Agreement (“Amendment”) is made as of
February 17, 2010 (“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 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, Seventh
Amendment to Revolving Credit Agreement dated as of December 27, 2007, Eighth
Amendment to Revolving Credit Agreement dated as of October 22, 2008, Ninth
Amendment to Revolving Credit Agreement dated as of February 19, 2009, and Tenth
Amendment to Credit Agreement dated as of December 31, 2009 (“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:

    


    “ ‘2006 Interest Rate Hedging
Agreement’ means that certain Hedging Agreement by and between Borrower
and Agent, effective as of July 11, 2006, covering a notional amount of
$150,000,000 of the Obligations, with a final maturity date of November 1,
2010.”

    


    “ ‘2006 Interest Rate Hedging
Agreement Termination Expense’ means any cash expense associated with the
Borrower’s termination and prepayment of its obligations under the 2006 Interest
Rate Hedging Agreement prior to the stated maturity thereunder.”

    


      “
‘Consolidated Net
Interest Expense’ means, with respect to the Borrower and its
Consolidated Subsidiaries, for any period, the sum of (a) all cash interest
expense less cash interest income, if applicable, as defined per GAAP, plus (b) cash paid
less cash received, if applicable, associated with Interest Rate Hedging
Agreements.”

    


    “ ‘Interest Rate Hedging
Agreements’ means any forward contract, futures contract, swap, cap,
floor, collar, option or other financing agreement or arrangement, the value of
which is dependent upon interest rates, but excludes the 2006 Interest Rate
Hedging Agreement.”

    


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

    


    “ ‘Hedging Agreements’
means any Interest Rate Hedging Agreements, and/or any forward contract, futures
contract, swap, cap, floor, collar, option or other financing agreement or
arrangement, the value of which is dependent upon currency exchange rates,
commodities or other indices.

    


    c. The
definition of “Proforma Adjusted EBITDA Debt Service Ratio” in Section 1.01 of
the Credit Agreement is hereby amended and restated in its entirety as
follows:

    


    “  ‘Pro Forma Adjusted EBITDA
Debt Service Ratio’ means, with respect to the Borrower and its
Consolidated Subsidiaries, the ratio of (i) Pro Forma Adjusted EBITDA for
the four fiscal quarters ending on such date minus cash income tax
expense for such period, to (ii) Consolidated Net Interest Expense, plus (x) all
scheduled payments on capitalized leases paid or payable during such period,
plus (y) all
scheduled principal payments of Debt paid or payable during such period,
excluding payments made on the Revolving Credit Loans, financed insurance
premiums paid, and any principal payments paid in advance of maturity which have
been previously waived by the Lenders during such period.”

    


    d. The
definition of “Pro Forma Adjusted EBITDA” in Section 1.01 of the Credit
Agreement is hereby amended and restated in its entirety as
follows:

    


    “  ‘Pro Forma Adjusted
EBITDA’ means, for any period, the sum of, without duplication,
(a) EBITDA for such period, plus
(b) non-recurring non-cash expenses or charges during such period, plus (c) historical
results for any acquisitions which are consummated on or after the Closing Date,
adjusted for the lesser of:  (x) the sum of (without duplication): (i)
add-backs permitted pursuant to Article 11, Regulation S-X of the Securities Act
of 1933 for the 12-month period then ended, plus (ii) the
effect of Additional Volume and/or Increased Use, as applicable, and itemized
direct cost savings that will be achieved as a result of, or in connection with,
any acquisitions consummated after the Closing Date, plus (iii) the Prior
Acquisition Add-Back, or (y) fifteen percent (15%) of the Pro Forma Adjusted
EBITDA before the inclusion of items (x)(i), (x)(ii), and (x)(iii), plus
(d) non-cash charges for increases in closure and post-closure obligations,
plus
(e) non-cash charges associated with the disposal contract between Waste
Management, Inc. and WCA Waste Systems, plus (f) 
non-cash charges (or minus non-cash
benefits, if applicable) reflecting the adoption of SFAS No. 123 (and all
amendments thereto), plus (g) all non-cash
charges related to restricted stock and redeemable stock interests granted to
officers, directors and employees, plus (h) expense
(or minus
income, if applicable) associated with any Hedging Agreements and/or the 2006
Interest Rate Hedging Agreement, plus
(i) non-cash losses on asset sales in an aggregate amount not to exceed
$500,000, plus
(j) 2006 Interest Rate Hedging Agreement Termination Expense.”

     

    3. Applicable
Margin.   Notwithstanding anything to the contrary in the
Agreement, Level IV Applicable Margins shall be in effect under the Agreement
from the date of this Amendment until the determination thereof based upon
Borrower’s Compliance Certificate for the fiscal quarter ending June 30, 2010,
unless (prior to such date), Borrower’s Total Leverage Ratio is greater than
4.50:1.00, in which case, Level V Applicable Margins shall be in effect under
the Agreement.

     

    4. 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.

     

    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. Fees.  The
Borrower shall pay to Agent, for distribution to the Lenders, as applicable, all
fees set forth in the Fee Letter from Agent to Borrower dated February 17, 2010,
in the manner and on the dates specified therein, including, but not limited, to
a 5 basis points working and consent fee based upon such Lender’s commitments
under the Agreement.

     

    9. 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
Eleventh 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

    


    


    ALLIED
IRSH BANKS, p.l.c.,

    as a
Lender

     

    By:           /s/ Jean Pierre
Knight                                                                

    Jean
Pierre Knight

    Its:           Vice
President

     

    By:           /s/ David
Smith                                                      

    David
Smith

    Its:           Assistant
Vice President

    


     

    COMPASS
BANK, as a Lender

     

    By:           /s/ Andrew
Widmer                                                      

    Andrew
Widmer

    Its:           Vice
President

    


    


    UNION
BANK, as a Lender

     

    By:           /s/ Stephen W.
Dunne                                                                

     Stephen
W. Dunne

    Its:           Vice
President

    


    


    BANK OF
TEXAS, NATIONAL ASSOCIATION,

    as a
Lender

     

    By:           /s/ Jeremy
Jackson                                                      

    Jeremy
Jackson

    Its:           Vice
President

    


     

    


    WACHOVIA
BANK, NATIONAL ASSOCIATION,

    as a
Lender

     

    By:           /s/ Diane
Felker                                                                

    Diane
Felker

    Its:           Senior
Vice President

    


    


    WEBSTER
BANK, NATIONAL ASSOCIATION,

    as a
Lender

     

    By:           /s/ Karen L.
Flanders                                                      

    Karen L.
Flanders

    Its:           Vice
President

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    WCA WASTE
CORPORATION, as Borrower

     

    By:           /s/ Joseph J. Scarano,
Jr.                                                      

    Joseph J.
Scarano, Jr.

    Its:           Vice
President

     

    WCA
HOLDINGS CORPORATION, as a Guarantor

     

    By:           /s/ Joseph J. Scarano,
Jr.                                                      

    Joseph J.
Scarano, Jr.

    Its:           Vice
President

     

    WCA WASTE
SYSTEMS, INC., as a Guarantor

     

    By:           /s/ Joseph J. Scarano,
Jr.                                                      

    Joseph J.
Scarano, Jr.

    Its:           Vice
President

     

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

     

    By:           /s/ Joseph J. Scarano,
Jr.                                                      

    Joseph J.
Scarano, Jr.

    Its:           Vice
President

     

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

    


    By:           /s/ Joseph J. Scarano,
Jr.                                                      

    Joseph J.
Scarano, Jr.

    Its:           Vice
President

     

    WASTE
CORPORATION OF KANSAS, INC., as a Guarantor

     

    By:           /s/ Joseph J. Scarano,
Jr.                                                      

    Joseph J.
Scarano, Jr.

    Its:           Vice
President

     

    WASTE
CORPORATION OF TENNESSEE, INC., as a Guarantor

     

    By:           /s/ Joseph J. Scarano,
Jr.                                                      

    Joseph J.
Scarano, Jr.

    Its:           Vice
President

     

    


    WCA OF
FLORIDA, INC., as a Guarantor

     

    By:           /s/ Joseph J. Scarano,
Jr.                                                      

    Joseph J.
Scarano, Jr.

    Its:           Vice
President

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

     

    WCA OF
CENTRAL FLORIDA, INC., as a Guarantor

     

    By:           /s/ Joseph J. Scarano,
Jr.                                                      

    Joseph J.
Scarano, Jr.

    Its:           Vice
President

     

    TRANSIT
WASTE, LLC, as a Guarantor

     

    By:           /s/ Joseph J. Scarano,
Jr.                                                      

    Joseph J.
Scarano, Jr.

    Its:           Vice
President

     

    WASTE
CORPORATION OF MISSOURI, INC., as a Guarantor

     

    By:           /s/ Joseph J. Scarano,
Jr.                                                      

    Joseph J.
Scarano, Jr.

    Its:           Vice
President

     

    EAGLE
RIDGE LANDFILL, LLC, as a Guarantor

     

    By:           /s/ Joseph J. Scarano,
Jr.                                                      

    Joseph J.
Scarano, Jr.

    Its:           Vice
President

     

    WCA TEXAS
MANAGEMENT GENERAL, INC., as a Guarantor

     

    By:           /s/ Joseph J. Scarano,
Jr.                                                      

    Joseph J.
Scarano, Jr.

    Its:           Vice
President

     

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

     

    By:           /s/ Joseph J. Scarano,
Jr.                                                      

    Joseph J.
Scarano, Jr.

    Its:           Vice
President

     

    TEXAS
ENVIRONMENTAL WASTE SERVICES, LLC, as a Guarantor

     

    By:           /s/ Joseph J. Scarano,
Jr.                                                      

    Joseph J.
Scarano, Jr.

    Its:           Vice
President

     

    WCA
MANAGEMENT LIMITED, INC., as a Guarantor

     

    By:           /s/ Joseph J. Scarano,
Jr.                                                      

    Joseph J.
Scarano, Jr.

    Its:           Vice
President

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

     

    WCA
MANAGEMENT GENERAL, INC., as a Guarantor

     

    By:           /s/ Joseph J. Scarano,
Jr.                                                      

    Joseph J.
Scarano, Jr.

    Its:           Vice
President

     

    WCA
MANAGEMENT COMPANY, LP, as a Guarantor

     

    By:           /s/ Joseph J. Scarano,
Jr.                                                      

    Joseph J.
Scarano, Jr.

    Its:           Vice
President

     

    WCA OF
NORTH CAROLINA, LLC, as a Guarantor

     

    By:           /s/ Joseph J. Scarano,
Jr.                                                      

    Joseph J.
Scarano, Jr.

    Its:           Vice
President

     

    MATERIAL
RECOVERY, LLC, as a Guarantor

     

    By:           /s/ Joseph J. Scarano,
Jr.                                                      

    Joseph J.
Scarano, Jr.

    Its:           Vice
President

     

    WCA WAKE
TRANSFER STATION, LLC, as a Guarantor

     

    By:           /s/ Joseph J. Scarano,
Jr.                                                      

    Joseph J.
Scarano, Jr.

    Its:           Vice
President

     

    WCA OF
HIGH POINT, LLC, as a Guarantor

     

    By:           /s/ Joseph J. Scarano,
Jr.                                                      

    Joseph J.
Scarano, Jr.

    Its:           Vice
President

     

    MATERIAL
RECLAMATION, LLC, as a Guarantor

     

    By:           /s/ Joseph J. Scarano,
Jr.                                                      

    Joseph J.
Scarano, Jr.

    Its:           Vice
President

     

    WCA
CAPITAL, INC., as a Guarantor

     

    By:           /s/ Joseph J. Scarano,
Jr.                                                      

    Joseph J.
Scarano, Jr.

    Its:           Vice
President

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

     

    WASTE
CORPORATION OF ARKANSAS, INC., as a Guarantor

     

    By:           /s/ Joseph J. Scarano,
Jr.                                                      

    Joseph J.
Scarano, Jr.

    Its:           Vice
President

     

    TRANSLIFT,
INC., as a Guarantor

     

    By:           /s/ Joseph J. Scarano,
Jr.                                                      

    Joseph J.
Scarano, Jr.

    Its:           Vice
President

     

    WCA OF
ST. LUCIE, LLC, as a Guarantor

     

    By:           /s/ Joseph J. Scarano,
Jr.                                                      

    Joseph J.
Scarano, Jr.

    Its:           Vice
President

     

    By:           /s/ Joseph J. Scarano,
Jr.                                                      

    Joseph J.
Scarano, Jr.

    Its:           Vice
President

     

    AMERICAN
WASTE, LLC, as a Guarantor

     

    By:           /s/ Joseph J. Scarano,
Jr.                                                      

    Joseph J.
Scarano, Jr.

    Its:           Vice
President

     

    N.E.
LANDFILL, LLC, as a Guarantor

     

    By:           /s/ Joseph J. Scarano,
Jr.                                                      

    Joseph J.
Scarano, Jr.

    Its:           Vice
President

     

    PAULS
VALLEY LANDFILL, LLC, as a Guarantor

     

    By:           /s/ Joseph J. Scarano,
Jr.                                                      

    Joseph J.
Scarano, Jr.

    Its:           Vice
President

     

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

     

    By:           /s/ Joseph J. Scarano,
Jr.                                                      

    Joseph J.
Scarano, Jr.

    Its:           Vice
President

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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


    RUFFINO
HILLS TRASNFER STATION, LP

    


    By:           /s/ Joseph J. Scarano,
Jr.                                                      

    Joseph J.
Scarano, Jr.

    Its:           Vice
President

     

    FORT BEND
REGIONAL LANDFILL, LP

     

    By:           /s/ Joseph J. Scarano,
Jr.                                                      

    Joseph J.
Scarano, Jr.

    Its:           Vice
President

     

    WCA OF
MASSACHUSETTS, LLC

     

    By:           /s/ Joseph J. Scarano,
Jr.                                                      

    Joseph J.
Scarano, Jr.

    Its:           Vice
President

     

    WCA OF
OHIO, LLC

     

    By:           /s/ Joseph J. Scarano,
Jr.                                                      

    Joseph J.
Scarano, Jr.

    Its:           Vice
President

     

    CHMAPION
CITY RECOVERY, LLC

    


    By:           /s/ Joseph J. Scarano,
Jr.                                                      

    Joseph J.
Scarano, Jr.

    Its:           Vice
President

     

    BOXER
REALTY REDEVELOPMENT, LLC

     

    By:           /s/ Joseph J. Scarano,
Jr.                                                      

    Joseph J.
Scarano, Jr.

    Its:           Vice
President

     

    SUNNY
FARMS LANDFILL, LLC

     

    By:           /s/ Joseph J. Scarano,
Jr.                                                      

    Joseph J.
Scarano, Jr.

    Its:           Vice
President

     

    NEW
AMSTERDAM & SENECAE RAILROAD COMPANY, LLC

     

    By:           /s/ Joseph J. Scarano,
Jr.                                                      

    Joseph J.
Scarano, Jr.

    Its:           Vice
President