exhibit10_1.htm


    Exhibit
10.1

    


     

    NINTH AMENDMENT TO REVOLVING
CREDIT AGREEMENT

     

    


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

     

    “ ‘Impaired Lender’
shall mean a Lender (a) that has failed to fund its Percentage Share of any
Aggregate Revolving Credit Commitments or to purchase participations in any
Swing Line Loan or any Letters of Credit, (b) that has otherwise failed to pay
to the Administrative Agent or any other Lender any other amount required to be
paid by it under the terms of this Agreement or any other Loan Document, unless
such Lender is disputing such obligation to pay any such amount in good faith,
(c) which the Administrative Agent, the Issuing Bank or Swing Line Lender
believes, in good faith, has defaulted in fulfilling its
obligations  under any other syndicated credit facilities or as
participant in any other credit facility, (d) that has been, or is controlled by
any Person which has been, determined to be insolvent or that has become subject
to a bankruptcy or other similar proceeding, or (e) any material assets or
management of which has been taken over by a governmental agency.”

     

    “ ‘Maintenance Capital
Expenditures’ shall mean any expenditures for any purchase or other
acquisition of any equipment which are made for the purpose of replacing
equipment in operation and landfill cell construction on sites in operation by
the Borrower and its Consolidated Subsidiaries (now owned or hereafter
acquired).”

     

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

     

    “ ‘Tangible Net Worth’
means, as at any date, Net Worth less goodwill and similar intangible
assets.”

     

    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%

                      	 
      	
                        2.50%

                      	 
      	
                        2.50%

                      
	
                        II

                      	 
      	
                        ≥
      3.00:1.00 and <3.50:1.00

                      	 
      	
                        2.50%

                      	 
      	
                        2.75%

                      	 
      	
                        2.75%

                      
	
                        III

                      	 
      	
                        ≥
      3.50:1.00 and <4.00:1.00

                      	 
      	
                        2.75%

                      	 
      	
                        3.00%

                      	 
      	
                        3.00%

                      
	
                        IV

                      	 
      	
                        ≥
      4.00:1.00 and <4.50:1.00

                      	 
      	
                        3.00%

                      	 
      	
                        3.25%

                      	 
      	
                        3.25%

                      
	
                        V

                      	 
      	
                        ≥4.50:1.00

                      	 
      	
                        3.25%

                      	 
      	
                        3.50%

                      	 
      	
                        3.50%

                      


              

            

          

        

      

    

     

    The
Applicable Margin shall be established as of the date of the Administrative
Agent’s receipt of  the information and computations set forth in the
financial statements and Compliance Certificate furnished to the Administrative
Agent pursuant to Section 8.01
(each, a "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
required delivery date of the financial statements and Compliance Certificate as
provided in Section
8.01 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.”

     

    c.           The
definition of “Adjusted EBIT 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) cash 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) non-cash expense (or minus non-cash
income, if applicable) associated with FAS 133 treatment of any Hedging
Agreements, plus
(i) non-cash losses on asset sales in an aggregate amount not to exceed
$500,000.”

     

    e.           The
following is added as new subsection (d) to Section 6.02 of the Credit
Agreement:

     

    “(d)           if
any Lender is an Impaired Lender, the Swing Line Lender and/or Issuing Lender
has entered into arrangements satisfactory to it to eliminate the Swing Line
Lender’s and/or Issuing Lender’s risk, as applicable, with respect to the
participation in Swing Line Loans and Letters of Credit by all such Impaired
Lenders, including creation of a cash collateral account or delivery of other
security to assure payment of such Impaired Lender’s Percentage Share of all
outstanding Swing Line Loans and Letters of Credit; provided that the foregoing
condition shall not preclude the obligation of the Lenders to make Revolving
Credit Loans, or prohibit the Borrower from obtaining Revolving Credit Loans, to
fund such cash collateral account.”

     

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

     

    “9.13                      Tangible Net
Worth.  The Borrower will not permit its Tangible Net Worth at
any time (calculated quarterly at the end of each fiscal quarter) to be less
than $30,000,000 as of December 31, 2008, plus, as of the end
of each fiscal quarter thereafter, 50% of the sum of the Borrower's after-tax
Consolidated Net Income for each fiscal quarter for which Consolidated Net
Income is greater than $0 beginning with the fiscal quarter ending March 31,
2009, plus 100%
of the increase to Net Worth resulting from the net cash proceeds from the
equity offerings after December 31, 2008.

     

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

     

    “9.14                      Senior Secured Funded Debt
Leverage Ratio.  The Borrower will not permit the Senior
Secured Funded Debt Leverage Ratio at any time (calculated quarterly at the end
of each fiscal quarter) to be more than the ratio corresponding to the
applicable period set forth below:

     

    
      	
              Fiscal
      quarter ending:

            	 
      	
              Ratio:

            
	
              December
      31, 2008 and at all times thereafter

            	 
      	
              2.50
      to 1.00

            


    

    


     

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

     

    “9.15                      Pro Forma Adjusted EBITDA
Debt Service Ratio.  The Borrower will not permit the Pro Forma
Adjusted EBITDA Debt Service 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:

            
	
              December
      31, 2008 and at all times thereafter

            	 
      	
              2.25
      to 1.00

            


    

    


    i.           The
following Section 9.23 is hereby added to the Credit Agreement:

    


    “9.23                      Maintenance Capital
Expenditures.  Commencing with the fiscal year ending December
31, 2008, the Borrower will not, and will not permit any Subsidiary to make, any
Maintenance Capital Expenditures except for Maintenance Capital Expenditures
incurred by Borrower and/or its Subsidiaries during any fiscal year not to
exceed fifteen percent (15%) of Borrower’s consolidated total revenue as
calculated at the end of each fiscal year.

    


    j.           Section
12.05(g) of the Credit Agreement is hereby amended and restated in its entirety
as follows:

    


    “(g)           Substitution of
Lenders.  If (a) any Lender shall become an Impaired Lender,
(b) any Lender has demanded compensation under Section 5.01(a), or (c) any
Lender has not approved an amendment, waiver or other modification of this
Agreement, if such amendment or waiver has been approved by the Required Lenders
and the consent of such Lender is required (in each case, an “Affected Lender”),
then the Administrative Agent or the Borrower shall have the right to make
written demand on the Affected Lender (with a copy to the Borrower in the case
of a demand by the Administrative Agent or with a copy to the Administrative
Agent in the case of a demand by the Borrower) to assign and the Affected Lender
shall assign, to one or more financial institutions that comply with the
provisions of Section 12.05 hereof (the “Purchasing Lender” or “Purchasing
Lenders”) to purchase the advances of the Revolving Credit Loans, and/or Swing
Line Loans, as the case may be, of such Affected Lender (including, without
limitation, its participating interests in outstanding Swing Line Loans and
Letters of Credit) and assume the commitment of the Affected Lender to extend
credit under the Revolving Credit Commitment (including without limitation its
obligation to purchase participations interest in Swing Line Loans and Letters
of Credit) under this Agreement. The Affected Lender shall be obligated to sell
its advances of the Revolving Credit Loans, and/or Swing Line Loans, as the case
may be, and assign its commitment to extend credit under the Revolving Credit
Commitment (including without limitation its obligations to purchase
participations in Swing Line Loans and Letters of Credit) to such Purchasing
Lender or Purchasing Lenders within ten (10) days after receiving notice from
the Borrower requiring it to do so, at an aggregate price equal to the
outstanding principal amount thereof, plus unpaid interest accrued thereon up to
but excluding the date of the sale. In connection with any such sale, and as a
condition thereof, the Borrower shall pay to the Affected Lender all fees
accrued for its account hereunder to but excluding the date of such sale, plus,
if demanded by the Affected Lender within ten (10) Business Days after such
sale, (i) the amount of any compensation which would be due to the Affected
Lender under Section 5.04 if the Borrower had prepaid the outstanding LIBOR Loan
of the Affected Lender on the date of such sale, and (ii) any additional
compensation accrued for its account under Section 5.01(a), to but excluding
said date. Upon such sale, the Purchasing Lender or Purchasing Lenders shall
assume the Affected Lender’s commitment, and the Affected Lender shall be
released from its obligations hereunder to a corresponding extent. If any
Purchasing Lender is not already one of the Lenders, the Affected Lender, as
assignor, such Purchasing Lender, as assignee, the Borrower and the
Administrative Agent, shall enter into an Assignment Agreement pursuant to
Section 12.05(b)(i) hereof, whereupon such Purchasing Lender shall be a Lender
party to this Agreement, shall be deemed to be an assignee hereunder and shall
have all the rights and obligations of a Lender with a Percentage Share equal to
its ratable share of the then applicable Aggregate Revolving Credit Commitments
of the Affected Lender. In connection with any assignment pursuant to this
Section 12.05(g), the parties to such assignment shall pay to the Administrative
Agent the administrative fee for processing such assignment referred to in
Section 12.05(b)(iv).”

     

    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
February 3, 2009, in the manner and on the dates specified therein, to the
extent not paid prior to the Ninth Amendment Effective Date.  In
addition, on the Ninth Amendment Effective Date, the Borrower shall pay to Agent
the Letter of Credit Fees contemplated under Section 2.05(b)(i) of the Credit
Agreement for the quarterly period from and including February 1, 2009 through
April 30, 2009.

     

    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
Ninth 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

     

    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    ALLIED
IRSH BANKS, p.l.c.,

    as a
Lender

     

    By:           /s/ Jean Pierre
Knight                                                                

    Jean
Pierre Knight

    Its:           Vice
President

     

    By:           /s/ Eanna P.
Mulkere                                                                

    Eanna P.
Mulkere

    Its:           Assistant
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

     

    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    

    


    MERCANTIL
COMMERCEBANK, NA, as a Lender

     

    By:           /s/ Brian
Hanley                                                      

    Brian Hanley

    Its:           Vice
President

    


    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/ 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