Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - WCA WASTE CORP | h69224e8vk.htm |
| EX-10.2 - EX-10.2 - WCA WASTE CORP | h69224exv10w2.htm |
| EX-99.1 - EX-99.1 - WCA WASTE CORP | h69224exv99w1.htm |
Exhibit 10.1
TENTH AMENDMENT TO REVOLVING CREDIT AGREEMENT
This Tenth Amendment to Revolving Credit Agreement (“Amendment”) is made as of December 31,
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 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, and Ninth Amendment to Revolving Credit Agreement dated as of
February 19, 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. Schedule 7.14 of the Credit Agreement is hereby replaced with Schedule 7.14 attached
hereto.
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. Successors and Assigns. This Amendment shall inure to the benefit of and be
binding upon the parties and their respective successors and assigns.
5. 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.
6. Acknowledgment and Consent of Guarantors. By signing below, each of the Guarantors
acknowledges and consents to the execution, delivery and performance of this Amendment.
7. 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]
-2-
This Tenth 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 | |||
-3-
[Guaranty Bank Signature Page]
COMPASS BANK, successor in interest to GUARANTY BANK, as Syndication Agent and
a Lender
| By: | /s/ | |||
| Its: Vice President | ||||
-4-
[Allied Irish Banks Signature Page]
| ALLIED IRISH BANKS, plc, as a Lender |
||||
| By: | ||||
| Its: | ||||
| By: | ||||
| Its: | ||||
-5-
[Compass Bank Signature Page]
| COMPASS BANK, as a Lender |
||||
| By: | /s/ | |||
| Its: Vice President | ||||
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[Union Bank Signature Page]
| UNION BANK, N.A., as a Lender |
||||
| By: | /s/ Stephen W. Dunne | |||
| Its: Vice President | ||||
-7-
[Bank of Texas Signature Page]
| BANK OF TEXAS, NATIONAL ASSOCIATION, as a Lender |
||||
| By: | /s/ Jeremy Jackson | |||
| Its: Vice President | ||||
-8-
[Mercantil CommerceBank Signature Page]
| MERCANTIL COMMERCEBANK, NA, as a Lender |
||||
| By: | ||||
| Its: | ||||
| By: | ||||
| Its: | ||||
-9-
[Wachovia Bank Signature Page]
| WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender |
||||
| By: | /s/ John E. Elam, Jr. | |||
| Its: Senior Vice President | ||||
-10-
[Webster Bank Signature Page]
| WEBSTER BANK, NATIONAL ASSOCIATION, as a Lender |
||||
| By: | /s/ Stephen J. Corcoran | |||
| Its: Senior Vice President | ||||
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| WCA WASTE CORPORATION, as Borrower |
||||
| By: | /s/ Joseph J. Scarano, Jr. | |||
| Its: Vice President | ||||
| WCA HOLDINGS CORPORATION, as a Guarantor |
||||
| By: | /s/ Joseph J. Scarano, Jr. | |||
| Its: Vice President | ||||
| WCA WASTE SYSTEMS, INC., as a Guarantor |
||||
| By: | /s/ Joseph J. Scarano, Jr. | |||
| Its: Vice President | ||||
| WCA OF ALABAMA, L.L.C., as a Guarantor |
||||
| By: | /s/ Joseph J. Scarano, Jr. | |||
| Its: Vice President | ||||
| WCA SHILOH LANDFILL, L.L.C., as a Guarantor |
||||
| By: | /s/ Joseph J. Scarano, Jr. | |||
| Its: Vice President | ||||
| WASTE CORPORATION OF KANSAS, INC., as a Guarantor |
||||
| By: | /s/ Joseph J. Scarano, Jr. | |||
| Its: Vice President | ||||
| WASTE CORPORATION OF TENNESSEE, INC., as a Guarantor |
||||
| By: | /s/ Joseph J. Scarano, Jr. | |||
| Its: Vice President | ||||
[Signatures Continue on the Following Page]
-12-
[Continuation of Signature Page of the Acknowledgement and Consent of Guarantors]
| WCA OF FLORIDA, INC., as a Guarantor |
||||
| By: | /s/ Joseph J. Scarano, Jr. | |||
| Its: Vice President | ||||
| WCA OF CENTRAL FLORIDA, INC., as a Guarantor |
||||
| By: | /s/ Joseph J. Scarano, Jr. | |||
| Its: Vice President | ||||
| TRANSIT WASTE, LLC, as a Guarantor |
||||
| By: | /s/ Joseph J. Scarano, Jr. | |||
| Its: Vice President | ||||
| WASTE CORPORATION OF MISSOURI, INC., as a Guarantor |
||||
| By: | /s/ Joseph J. Scarano, Jr. | |||
| Its: Vice President | ||||
| EAGLE RIDGE LANDFILL, LLC, as a Guarantor |
||||
| By: | /s/ Joseph J. Scarano, Jr. | |||
| Its: Vice President | ||||
| WCA TEXAS MANAGEMENT GENERAL, INC., as a Guarantor |
||||
| By: | /s/ Joseph J. Scarano, Jr. | |||
| Its: Vice President | ||||
| WASTE CORPORATION OF TEXAS, L.P., as a Guarantor |
||||
| By: | /s/ Joseph J. Scarano, Jr. | |||
| Its: Vice President | ||||
-13-
[Continuation of Signature Page of the Acknowledgement and Consent of Guarantors]
| TEXAS ENVIRONMENTAL WASTE SERVICES, LLC, as a Guarantor |
||||
| By: | /s/ Joseph J. Scarano, Jr. | |||
| Its: Vice President | ||||
| WCA MANAGEMENT LIMITED, INC., as a Guarantor |
||||
| By: | /s/ Joseph J. Scarano, Jr. | |||
| Its: Vice President | ||||
| WCA MANAGEMENT GENERAL, INC., as a Guarantor |
||||
| By: | /s/ Joseph J. Scarano, Jr. | |||
| Its: Vice President | ||||
| WCA MANAGEMENT COMPANY, LP, as a Guarantor |
||||
| By: | /s/ Joseph J. Scarano, Jr. | |||
| Its: Vice President | ||||
| WCA OF NORTH CAROLINA, LLC, as a Guarantor |
||||
| By: | /s/ Joseph J. Scarano, Jr. | |||
| Its: Vice President | ||||
| MATERIAL RECOVERY, LLC, as a Guarantor |
||||
| By: | /s/ Joseph J. Scarano, Jr. | |||
| Its: Vice President | ||||
-14-
[Continuation of Signature Page of the Acknowledgement and Consent of Guarantors]
| WCA WAKE TRANSFER STATION, LLC, as a Guarantor |
||||
| By: | /s/ Joseph J. Scarano, Jr. | |||
| Its: Vice President | ||||
| WCA OF HIGH POINT, LLC, as a Guarantor |
||||
| By: | /s/ Joseph J. Scarano, Jr. | |||
| Its: Vice President | ||||
| MATERIAL RECLAMATION, LLC, as a Guarantor |
||||
| By: | /s/ Joseph J. Scarano, Jr. | |||
| Its: Vice President | ||||
| BURNT POPLAR TRANSFER, L.L.C., as a Guarantor |
||||
| By: | /s/ Joseph J. Scarano, Jr. | |||
| Its: Vice President | ||||
| WCA CAPITAL, INC., as a Guarantor |
||||
| By: | /s/ Joseph J. Scarano, Jr. | |||
| Its: Vice President | ||||
| WASTE CORPORATION OF ARKANSAS, INC., as a Guarantor |
||||
| By: | /s/ Joseph J. Scarano, Jr. | |||
| Its: Vice President | ||||
| TRANSLIFT, INC., as a Guarantor |
||||
| By: | /s/ Joseph J. Scarano, Jr. | |||
| Its: Vice President | ||||
-15-
[Continuation of Signature Page of the Acknowledgement and Consent of Guarantors]
| WCA OF ST. LUCIE, LLC, as a Guarantor |
||||
| By: | /s/ Joseph J. Scarano, Jr. | |||
| Its: Vice President | ||||
| WCA OF OKLAHOMA, LLC, as a Guarantor |
||||
| By: | /s/ Joseph J. Scarano, Jr. | |||
| Its: Vice President | ||||
| AMERICAN WASTE, LLC, as a Guarantor |
||||
| By: | /s/ Joseph J. Scarano, Jr. | |||
| Its: Vice President | ||||
| N.E. LANDFILL, LLC, as a Guarantor |
||||
| By: | /s/ Joseph J. Scarano, Jr. | |||
| Its: Vice President | ||||
| PAULS VALLEY LANDFILL, LLC, as a Guarantor |
||||
| By: | /s/ Joseph J. Scarano, Jr. | |||
| Its: Vice President | ||||
| SOONER WASTE, L.L.C., as a Guarantor |
||||
| By: | /s/ Joseph J. Scarano, Jr. | |||
| Its: Vice President | ||||
| RUFFINO HILLS TRANSFER STATION, LP |
||||
| By: | /s/ Joseph J. Scarano, Jr. | |||
| Its: Vice President | ||||
-16-
| FORT BEND REGIONAL LANDFILL, LP |
||||
| By: | /s/ Joseph J. Scarano, Jr. | |||
| Its: Vice President | ||||
| WCA OF MASSACHUSETTS, LLC |
||||
| By: | /s/ Joseph J. Scarano, Jr. | |||
| Its: Vice President | ||||
| WCA OF OHIO, LLC |
||||
| By: | /s/ Joseph J. Scarano, Jr. | |||
| Its: Vice President | ||||
-17-
SCHEDULE 7.14
SUBSIDIARIES
| Subsidiary | Chief Executive Office | Principal Location | ||
WCA Holdings Corporation |
One Riverway, Suite 1400 |
One Riverway, Suite 1400 |
||
| Houston, Texas 77056 | Houston, Texas 77056 | |||
WCA Waste Systems, Inc. |
One Riverway, Suite 1400 |
One Riverway, Suite 1400 |
||
| Houston, Texas 77056 | Houston, Texas 77056 | |||
Waste Corporation of Arkansas, Inc. |
One Riverway, Suite 1400 |
Rolling Meadows Landfill |
||
| Houston, Texas 77056 | RT. 1 Box 160X Hamric Rd. |
|||
| Hazen, Arkansas 72064 | ||||
Waste Corporation of Kansas, Inc. |
One Riverway, Suite 1400 |
1150 East 700 Avenue |
||
(formerly Oak Grove Landfill, Inc.) |
Houston, Texas 77056 | Arcadia, Kansas 66711 | ||
Waste Corporation of Missouri, Inc. |
One Riverway, Suite 1400 |
2120 W. Bennett Street |
||
| Houston, Texas 77056 | Springfield, Missouri 65807 | |||
Waste Corporation of Texas, L.P. |
One Riverway, Suite 1400 |
One Riverway, Suite 1400 |
||
| Houston, Texas 77056 | Houston, Texas 77056 | |||
WCA Capital, Inc. |
One Riverway, Suite 1400 |
One Riverway, Suite 1400 |
||
| Houston, Texas 77056 | Houston, Texas 77056 | |||
WCA of Alabama, L.L.C. |
One Riverway, Suite 1400 |
13737 Plant Road |
||
| Houston, Texas 77056 | Alpine, Alabama 35014 | |||
Waste Corporation of Tennessee, Inc. |
One Riverway, Suite 1400 |
1550 Lamons Quarry Road |
||
| Houston, Texas 77056 | Knoxville, Tennessee 37932 | |||
WCA Texas Management General, Inc. |
One Riverway, Suite 1400 |
One Riverway, Suite 1400 |
||
| Houston, Texas 77056 | Houston, Texas 77056 | |||
WCA Management Limited, Inc. |
13737 Plant Road |
13737 Plant Road |
||
| Alpine, Alabama 35014 | Alpine, Alabama 35014 | |||
WCA Management Company, L.P. |
One Riverway, Suite 1400 |
One Riverway, Suite 1400 |
||
| Houston, Texas 77056 | Houston, Texas 77056 | |||
WCA Management General, Inc. |
One Riverway, Suite 1400 |
One Riverway, Suite 1400 |
||
| Houston, Texas 77056 | Houston, Texas 77056 | |||
WCA Shiloh Landfill, L.L.C. |
One Riverway, Suite 1400 |
223 Rock Quarry Road |
||
| Houston, Texas 77056 | Traveler’s Rest, SC 29690 | |||
Translift, Inc. |
One Riverway, Suite 1400 |
One Riverway, Suite 1400 |
||
| Houston, Texas 77056 | Houston, Texas 77056 | |||
Texas Environmental Waste Services |
One Riverway, Suite 1400 |
One Riverway, Suite 1400 |
||
LLC |
Houston, Texas 77056 | Houston, Texas 77056 | ||
Eagle Ridge Landfill, LLC |
One Riverway, Suite 1400 |
13100 Hwy V V |
||
| Houston, Texas 77056 | Bowling Green, Missouri 63334 | |||
Transit Waste, L.L.C. |
One Riverway, Suite 1400 |
203 Idaho Street, Bloomfield, |
||
| Houston, Texas 77056 | New Mexico 84713 | |||
WCA of North
Carolina, L.L.C.. |
One Riverway, Suite 1400 |
421 Raleigh View Road |
||
| Houston, Texas 77056 | Raleigh, North Carolina 27610 | |||
WCA Wake Transfer Station, LLC |
One Riverway, Suite 1400 |
9220 Durant Road |
||
| Houston, Texas 77056 | Raleigh, North Carolina 27616 | |||
WCA of High Point, LLC |
One Riverway, Suite 1400 |
5830 Riverdale Drive |
||
| Houston, Texas 77056 | Jamestown, North Carolina 27282 | |||
Material Reclamation, LLC |
One Riverway, Suite 1400 |
421 Raleigh View Road |
||
| Houston, Texas 77056 | Raleigh, North Carolina 27610 | |||
Material Recovery, LLC |
One Riverway, Suite 1400 |
2600 Brownfield Road |
||
| Houston, Texas 77056 | Raleigh, North Carolina 27610 | |||
WCA of Florida, Inc. |
One Riverway, Suite 1400 |
8001 Fruitville Road |
||
| Houston, Texas 77056 | Sarasota, Florida 34240 |
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| Subsidiary | Chief Executive Office | Principal Location | ||
WCA of Central Florida, Inc. |
One Riverway, Suite 1400 |
3400 U.S. Highway 17 North |
||
| Houston, Texas 77056 | Ft. Meade, Florida 33841 | |||
Transit Waste, L.L.C. |
One Riverway, Suite 1400 |
203 Idaho Street |
||
| Houston, Texas 77056 | Bloomfield, New Mexico 87413 | |||
WCA of St. Lucie, LLC |
One Riverway, Suite 1400 |
9901 Rangeline Road |
||
| Houston, Texas 77056 | Port St. Lucie, Florida 34945 | |||
WCA of Oklahoma, LLC |
One Riverway, Suite 1400 |
One Riverway, Suite 1400 |
||
| Houston, Texas 77056 | Houston, Texas 77056 | |||
American Waste, LLC |
One Riverway, Suite 1400 |
1001 South Rockwell Ave. |
||
| Houston, Texas 77056 | Oklahoma City, Oklahoma 77056 | |||
Pauls Valley Landfill, LLC |
One Riverway, Suite 1400 |
1001 South Rockwell Ave. |
||
| Houston, Texas 77056 | Oklahoma City, Oklahoma 77056 | |||
N. E. Land Fill, LLC |
One Riverway, Suite 1400 |
1001 South Rockwell Ave. |
||
| Houston, Texas 77056 | Oklahoma City, Oklahoma 77056 | |||
Sooner Waste, LLC |
One Riverway, Suite 1400 |
1001 South Rockwell Ave. |
||
| Houston, Texas 77056 | Oklahoma City, Oklahoma 77056 | |||
Ruffino Hills Transfer Station, LP |
One Riverway, Suite 1400 |
9720 Ruffino Road |
||
| Houston, Texas 77056 | Houston, Texas 77031 | |||
Fort Bend Regional Landfill, LP |
One Riverway, Suite 1400 |
14115 Davis Estates Road |
||
| Houston, Texas 77056 | Needville, Texas 77461 | |||
Burnt Poplar Transfer, LLC |
One Riverway, Suite 1400 |
One Riverway, Suite 1400 |
||
| Houston, Texas 77056 | Houston, Texas 77056 | |||
WCA of Massachusetts, LLC |
One Riverway, Suite 1400 |
One Riverway, Suite 1400 |
||
| Houston, Texas 77056 | Houston, Texas 77056 | |||
WCA of Ohio, LLC |
One Riverway, Suite 1400 |
One Riverway, Suite 1400 |
||
| Houston, Texas 77056 | Houston, Texas 77056 | |||
Champion City Recovery, LLC |
One Riverway, Suite 1400 |
138 Wilder Street |
||
| Houston, Texas 77056 | Brockton, Massachusetts 02301 | |||
Boxer Realty Redevelopment, LLC |
One Riverway, Suite 1400 |
138 Wilder Street |
||
| Houston, Texas 77056 | Brockton, Massachusetts 02301 | |||
Sunny Farms Landfill, LLC |
One Riverway, Suite 1400 |
12500 West County Road 18 |
||
| Houston, Texas 77056 | Fostoria, Ohio 44830 | |||
New Amsterdam & Seneca Railroad |
One Riverway, Suite 1400 |
12500 West County Road 18 |
||
Company, LLC |
Houston, Texas 77056 | Fostoria, Ohio 44830 |
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EXHIBIT “A”
CHECKLIST
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