Exhibit 10.51


    
      

    

     

    Exhibit
      10.51 

    


    FIRST
      AMENDMENT TO THE AMENDED

    AND
      RESTATED CREDIT AGREEMENT

    


    This
      Amendment is made and entered into as of the 13th day of December, 2005, by
      and between WELLS
      FARGO BANK, NATIONAL ASSOCIATION
      (“Bank”), and AMERICAN
      ECOLOGY CORPORATION,
      a
      Delaware corporation (“Borrower”).

    


    R
      E C I T
      A L S

    


    A.     Borrower
      and Bank entered into an Amended and Restated Credit Agreement, dated as of
      May
      25, 2005 (as amended, modified, or supplemented from time to time, the “Credit
      Agreement”).

    


    B.  Borrower
      has asked Bank to amend the Credit Agreement to increase the commitment amount
      and extend the maturity date.

    


    C.  Bank
      is
      willing to amend the Credit Agreement upon the terms and conditions of this
      Amendment.

    


    A
      M E N D
      M E N T

    


    NOW,
      THEREFORE, the parties agree as follows.

    


    DEFINITIONS.

    


    Except
      as
      specifically defined otherwise in this Amendment, all of the terms herein shall
      have the same meaning as contained in the Credit Agreement.

    


    AMENDMENTS.

    


    Amendments
      to Article 1 - Definitions.

    


    The
      definition of “Commitment Amount” in Section 1.1 of the Credit Agreement is
      amended to increase the amount to $15,000,000.00 and shall provide in its
      entirety as follows:

    


    “Commitment
      Amount”
      means
      Fifteen Million and 00/100 Dollars ($15,000,000.00), less (i) the aggregate
      stated amount of all Letters of Credit then outstanding and available for
      drawing, and (ii) the aggregate amount of unreimbursed drawings on Letters
      of Credit.

    


    The
      definition of “Letter of Credit Commitment Amount” in Section 1.1 of the Credit
      Agreement is amended to adjust the manner of reduction for the outstanding
      balance of the Revolving Loans, and the definition shall provide in its entirety
      as follows:

    


    “Letter
      of Credit Commitment Amount”
      means
      Eight Million Dollars ($8,000,000), less the amount, if any, of the
      outstandingprincipal balance of the Revolving Loans in excess of Seven Million
      Dollars ($7,000,000).


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    The
      definition of “Maturity Date” in Section 1.1 of the Credit Agreement is
      amended to extend the date to June 15, 2008, and shall provide in its
      entirety as follows:

    


    “Maturity
      Date”
      means
      June 15, 2008, or such other date as Bank and Borrower may agree upon in
      writing from time to time.

    


    CONDITIONS
      PRECEDENT.

    


    As
      conditions precedent to Bank’s obligation to extend the financial accommodations
      provided for in this Amendment, Borrower shall execute and deliver, or cause
      to
      be executed and delivered, to Bank, in form and substance satisfactory to Bank
      and its counsel, the following:

    


    Revolving
      Note.

    


    The
      new
      Revolving Note required by this Amendment in substantially the form attached
      as
      Exhibit 1, duly executed by Borrower.

    


    Evidence
      of all Corporate Action by Borrower.

    


    Certified
      copies of all corporate action taken by Borrower authorizing its execution
      and
      delivery of this Amendment and each other document to be delivered pursuant
      to
      this Amendment and its performance of its agreements thereunder.

    


    Certificates
      of Existence.

    


    Certificates
      of good standing or existence that Bank may reasonably require showing that
      Borrower is in good standing under the laws of the state of its
      incorporation.

    


    Public
      Record Searches.

    


    Uniform
      Commercial Code financing statement searches, federal and state income tax
      lien
      searches, judgment or litigation searches, or other similar searches that Bank
      may reasonably require and in such form as Bank may reasonably
      require.

    


    Payment
      of Loan Amendment Fee.

    


    Payment
      of the Loan Amendment Fee as required by Section 4 of this
      Amendment.

    


    Additional
      Documentation.

    


    Such
      other approvals, opinions, or documents as Bank may reasonably
      request.



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    LOAN
      AMENDMENT FEE.

    


    Upon
      the
      execution of this Amendment, Borrower shall pay Bank a loan amendment fee of
      Thirty Thousand and 00/100 Dollars ($30,000.00). The fee shall represent an
      unconditional payment to Bank in consideration of Bank’s agreement to extend
      financial accommodations to Borrower pursuant to this Amendment.

    


    REAFFIRMATION
      OF LOAN DOCUMENTS.

    


    Borrower
      acknowledges and reaffirms all existing security agreements, financing
      statements, and any other documents executed in connection with the Credit
      Agreement. Borrower further acknowledges and agrees that the Obligations shall
      be secured by all collateral to be granted by Borrower to secure a proposed
      term
      loan from Bank to Borrower.

    


    BORROWER’S
      COVENANTS, REPRESENTATIONS, AND WARRANTIES.

    


    In
      order
      to induce Bank to enter into this Amendment and to amend the Credit Agreement
      in
      the manner provided herein, Borrower acknowledges and reaffirms as true,
      correct, and complete in all material respects on and as of the date of this
      Amendment all covenants, representations, and warranties made by Borrower in
      the
      Credit Agreement and the other Loan Documents to the same extent as though
      made
      on and as of the date of execution of this Amendment. Borrower represents and
      warrants that the execution, delivery, and performance by the Borrower of this
      Amendment has been duly authorized by all necessary corporate action. Borrower
      further represents and warrants that there are no Events of Default or facts
      which constitute, or with the passage of time and without change will
      constitute, an Event of Default under the Loan Documents. Borrower further
      represents that there has been no material adverse change in Borrower’s business
      or financial condition from that reflected in the most recent of Borrower’s
      financial statements that have been delivered to Bank. Borrower further
      represents and warrants that Borrower has no claims or causes of action of
      any
      kind whatsoever against Bank or any of Bank’s present or former employees,
      officers, directors, attorneys, or agents of any kind in their capacity as
      such
      (collectively, the “Released Parties”) and further, that the Released Parties
      have performed all of the respective obligations under the Credit Agreement
      and
      other Loan Documents and have complied with all provisions therein set forth.
      Borrower acknowledges that as of December 8, 2005, the outstanding
      principal balance of the Revolving Loans is $0.00, and the aggregate stated
      amount of all Letters of Credit outstanding and available for drawing is
      $5,000,000.00.

    


    COURSE
      OF DEALING.

    


    No
      course
      of dealing heretofore or hereafter between Borrower and Bank, or any failure
      or
      delay on the part of Bank in exercising any rights or remedies under the Credit
      Agreement or existing by law shall operate as a waiver of any right or remedy
      of
      Bank with respect to said indebtedness, and no single or partial exercise of
      any
      right or remedy hereunder shall operate as a waiver or preclusion to the
      exercise of any other rights or remedies Bank may have in regard to said
      indebtedness.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    GOVERNING
      LAW.

    


    This
      Amendment is made in the State of Idaho, which state the parties agree has
      a
      substantial relationship to the parties and to the underlying transaction
      embodied hereby. Accordingly, in all respects, this Amendment and the Loan
      Documents and the obligations arising hereunder and thereunder shall be governed
      by, and construed in accordance with, the laws of the State of Idaho applicable
      to contracts made and performed in such state and any applicable law of the
      United States of America. Each party hereby unconditionally and irrevocably
      waives, to the fullest extent permitted by law, any claim to assert that the
      law
      of any jurisdiction other than the State of Idaho governs this Amendment and
      the
      Loan Documents.

    


    COSTS
      AND EXPENSES.

    


    Borrower
      shall pay on demand by Bank all expenses incurred by Bank in connection with
      the
      preparation, execution, delivery, filing, recording, and administration of
      this
      Amendment or any of the documents contemplated hereby, including, without
      limitation, the reasonable fees and out of pocket expenses of counsel for Bank
      with respect to this Amendment and the documents and transactions contemplated
      hereby.

    


    ENTIRE
      AGREEMENT.

    


    The
      Credit Agreement as amended by this Amendment together with the other Loan
      Documents supersedes all prior negotiations, understandings, and agreements
      between the parties, whether oral or written, and all such negotiations,
      understandings, and agreements are evidenced by the terms of the Loan Documents.
      The Credit Agreement may not be further altered or amended in any manner except
      by a writing signed by Bank and Borrower.

    


    EFFECTS
      OF THIS AMENDMENT.

    


    This
      Amendment shall be binding and deemed effective when it is executed by Borrower,
      accepted and executed by Bank, and all conditions precedent set forth in
      Section 3 have been fulfilled. All terms, covenants and conditions of the
      Credit Agreement that have not been modified, amended, or otherwise changed
      by
      this Amendment are reaffirmed and remain in full force and effect.

    


    COUNTERPARTS.

    


    This
      Amendment may be executed in counterparts and may be delivered by facsimile
      transmission. Each such counterpart shall constitute an original, but all such
      counterparts shall constitute but one Amendment.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, Borrower has executed this Amendment as of the date first
      written above.

    


    
      	 	
              BORROWER: 

            	 
	 	 	 	 
	 	
              AMERICAN
                ECOLOGY CORPORATION 

            	 
	 	 	 	 
	 	 	 	 
	 	
              By  
                

            	
              /s/
                James R. Baumgardner

            	 
	 	 	
              James
                R. Baumgardner

            	 
	 	 	
              Sr.
                Vice President and CFO

            	 


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    GUARANTOR’S
      CONSENT

    


    Each
      Guarantor consents to, acknowledges, and accepts the forgoing Amendment. Each
      Guarantor affirms and ratifies its Continuing and Unconditional Guaranty made
      by
      Guarantor for the benefit of Bank (the “Guaranty”), and confirms that the
      Guaranty remains in full force and effect and binding upon the Guarantor without
      any setoffs, defenses, or counterclaims of any kind whatsoever. 

    


    Dated
      as
      of December 13th, 2005.

    


    
      
        	 	
                GUARANTORS: 

              	 
	 	 	 	 
	 	
                AMERICAN
                  ECOLOGY SERVICES CORPORATION 

              	 
	 	 	 	 
	 	 	 	 
	 	
                By  
                  

              	
                /s/
                  James R. Baumgardner

              	 
	 	 	
                James
                  R. Baumgardner

              	 
	 	 	
                Sr.
                  Vice President and CFO

              	 
	 	 	 	 
	 	
                US
                  ECOLOGY NEVADA, INC.

              	 
	 	 	 	 
	 	 	 	 
	 	
                By

              	
                /s/
                  James R. Baumgardner

              	 
	 	 	
                James
                  R. Baumgardner

              	 
	 	 	
                Sr.
                  Vice President and CFO

              	 
	 	 	 	 
	 	
                US
                  ECOLOGY WASHINGTON, INC.

              	 
	 	 	 	 
	 	 	 	 
	 	
                By

              	
                /s/
                  James R. Baumgardner

              	 
	 	 	
                James
                  R. Baumgardner

              	 
	 	 	
                Vice
                  President and Treasurer

              	 
	 	 	 	 
	 	
                TEXAS
                  ECOLOGISTS, INC

              	 
	 	 	 	 
	 	 	 	 
	 	
                By

              	
                /s/
                  James R. Baumgardner

              	 
	 	 	
                James
                  R. Baumgardner

              	 
	 	 	
                Vice
                  President and Treasurer

              	 
	 	 	 	 
	 	
                AMERICAN
                  ECOLOGY RECYCLE CENTER, INC.

              	 
	 	 	 	 
	 	 	 	 
	 	
                By

              	
                /s/
                  James R. Baumgardner

              	 
	 	 	
                James
                  R. Baumgardner

              	 
	 	 	
                Vice
                  President and Treasurer

              	 
	 	 	 	 


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 	
                AMERICAN
                  ECOLOGY ENVIRONMENTAL SERVICES CORPORATION

              	 
	 	 	 	 
	 	 	 	 
	 	
                By  
                  

              	
                /s/
                  James R. Baumgardner

              	 
	 	 	
                James
                  R. Baumgardner

              	 
	 	 	
                Vice
                  President and Treasurer

              	 
	 	 	 	 
	 	
                US
                  ECOLOGY, INC.

              	 
	 	 	 	 
	 	 	 	 
	 	
                By

              	
                /s/
                  James R. Baumgardner

              	 
	 	 	
                James
                  R. Baumgardner

              	 
	 	 	
                Vice
                  President and Treasurer

              	 
	 	 	 	 
	 	
                US
                  ECOLOGY IDAHO, INC.

              	 
	 	 	 	 
	 	 	 	 
	 	
                By

              	
                /s/
                  James R. Baumgardner

              	 
	 	 	
                James
                  R. Baumgardner

              	 
	 	 	
                Vice
                  President and Treasurer

              	 
	 	 	 	 
	 	
                US
                  ECOLOGY TEXAS, L.P.

              	 
	 	 	 	 
	 	 	 	 
	 	
                By

              	
                /s/
                  James R. Baumgardner

              	 
	 	 	
                James
                  R. Baumgardner

              	 
	 	 	
                Vice
                  President and Treasurer

              	 


      

    

    


    


    BANK’S
      ACCEPTANCE

    


    Accepted
      and effective as of the 13th day of December, 2005, in the State of
      Idaho.

    


    
      	 	
              WELLS
                FARGO BANK, NATIONAL ASSOCIATION

            	 
	 	 	 	 
	 	 	 	 
	 	
              By  
                

            	
              /s/
                Brian W. Cook

            	 
	 	 	
              Brian
                W. Cook, Vice President

            	 


    

     

    
      
        
        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    

    


    EXHIBIT
      1

    


    Form
      of Revolving Note

    


    See
      attached

     

    
      
        
          


           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    

    


    REVOLVING
      NOTE

    


    
      	
              Borrower:

            	
              AMERICAN
                ECOLOGY CORPORATION

            	
              December
                ____, 2005

            
	 	 	
              Boise,
                Idaho

            
	 	 	 
	
              Address:

            	
              300
                East Mallard Drive, Suite 300

            	 
	 	
              Boise,
                Idaho 83706

            	 


    

    


    
      	
              Principal
                Amount:

            	
              Fifteen
                Million Dollars
                ($15,000,000)

            


    

    


    FOR
      VALUE
      RECEIVED, AMERICAN ECOLOGY CORPORATION, a Delaware corporation (“Borrower”),
      promises to pay to the order of WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”)
      the total principal amount outstanding on this note (the “Note”) together with
      interest thereon as stated below, in lawful money of the United States of
      America.

    


    This
      Note
      is executed pursuant to and is the Revolving Note referred to in that certain
      Amended and Restated Credit Agreement, dated May 25, 2005, between Borrower
      and Bank (as amended, modified, or supplemented from time to time, the “Credit
      Agreement”). Capitalized terms used but not defined in this Note shall have the
      same definitions as are ascribed to such terms in the Credit Agreement. This
      Note is governed by the provisions of the Credit Agreement. 

    


    This
      Note
      is a revolving promissory note and evidences a revolving line of credit not
      to
      exceed the maximum principal amount stated above at any one time. The amount
      outstanding on this Note at any specific time shall be the total amount advanced
      by Bank less the amount of principal payments made from time to time, plus
      any
      interest due and payable.

    


    Borrower
      agrees that any and all advances made hereunder shall be for Borrower’s benefit,
      whether or not said advances are deposited to Borrower’s account. Advances may
      be made at the request of those persons so identified in the Credit Agreement
      and such persons are hereby authorized to request advances and to direct the
      disposition of any such advances in the manner provided in the Credit Agreement
      until written notice of revocation of this authority is received by Bank from
      Borrower. 

    


    The
      outstanding unpaid balance of this Note shall bear interest at a fluctuating
      per
      annum rate as set forth in the Credit Agreement. This Note shall be repaid
      in
      the manner set forth in the Credit Agreement. 

    


    This
      Note
      is made in the state of Idaho, which state the parties agree has a substantial
      relationship to the parties and to the underlying transaction embodied hereby.
      Accordingly, in all respects, this Note and the obligations arising hereunder
      shall be governed by, and construed in accordance with, the laws of the state
      of
      Idaho applicable to contracts made and performed in such state and any
      applicable law of the United States of America. Each party hereby
      unconditionally and irrevocably waives, to the fullest extent permitted by
      law,
      any claim to assert that the law of any jurisdiction other than the state of
      Idaho governs this Note. All disputes, controversies, or claims arising out
      of,
      or in connection with, this Note shall be litigatedin any court of competent
      jurisdiction within the state of Idaho. Each party hereby accepts jurisdiction
      of such state and agrees to accept service of process as if it were personally
      served within such state. Each party irrevocably waives, to the fullest extent
      permitted by law, any objection that the party may now or hereafter have to
      the
      jurisdiction of the courts of such state and any claim that any such litigation
      brought in any such court has been brought in an inconvenient
      forum.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Except
      as
      expressly provided in the Credit Agreement, the makers, sureties, guarantors
      and
      endorsers of this Note jointly and severally waive presentment for payment,
      protest, notice of protest and notice of nonpayment of this Note, and consent
      that this Note or any payment due under this Note may be extended or renewed
      without demand or notice, and further consent to the release of any collateral
      or part thereof, with or without substitution.

    


    
      	 	
              AMERICAN
                ECOLOGY CORPORATION 

            	 
	 	 	 	 
	 	 	 	 
	 	
              By  
                

            	   
	
               

            
	 	 	
              James
                R. Baumgardner

            	 
	 	 	
              Sr.
                Vice President and CFO