Attached files
| file | filename |
|---|---|
| EX-10.1 - ELEVENTH AMENDMENT TO REVOLVING CREDIT AGREEMENT - WCA WASTE CORP | exhibit10-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of
Report (Date of earliest event reported): February 17, 2010
WCA
Waste Corporation
(Exact
Name of Registrant as Specified in Charter)
|
Delaware
|
000-50808
|
20-0829917
|
|
(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
File Number)
|
(IRS
Employer
Identification
Number)
|
|
One
Riverway, Suite 1400
|
77056
|
|
Houston,
Texas 77056
|
(Zip
Code)
|
|
(Address
of Principal Executive Offices)
|
Registrant’s
telephone number, including area code: (713) 292-2400
NOT
APPLICABLE
(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[ ] Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
[ ] Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01 Entry into a Material Definitive Agreement.
On
February 17, 2010, WCA Waste Corporation (the “Company”), Comerica Bank, in its
capacity as administrative agent, and certain other lenders, entered into the
Eleventh Amendment to Revolving Credit Agreement (the “Amendment”) to amend the
Revolving Credit Agreement dated July 5, 2006 (the “Credit Agreement”), by and
between the Company, Comerica Bank as administrative agent and certain other
lenders set forth therein, as previously amended. Capitalized terms
used and not otherwise defined herein shall have the meanings ascribed thereto
in the Credit Agreement, as amended by the Amendment.
The
Amendment modified the definitions of “Pro Forma Adjusted EBITDA” and the “Pro
Forma Adjusted EBITDA Debt Service Ratio” and added “Consolidated Net Interest
Expense” as a further defined term to the Credit Agreement. The
purpose of such definition modifications and addition are as
follows:
|
1.
|
To
exclude cash and non-cash income or expense attributable to any interest
rate hedging agreement of the Company, now existing or which the Company
enters into in the future, from the determination of the Company’s
compliance with the Leverage Ratio under the terms of the Credit
Agreement.
|
|
2.
|
To
include cash income or expense (but not non-cash items) attributable to
any interest rate hedging agreement that the Company enters into in the
future from the determination of the Company’s compliance with the Pro
Form Adjusted EBITDA Debt Service Ratio under the terms of the Credit
Agreement.
|
The
Amendment also provides that the applicable margin and fee schedule from the
date of the Amendment until June 30, 2010, shall be at Level IV, unless the
Company’s Leverage Ratio is greater than 4.50:1.00 in which case the applicable
margin will be set at Level V, which applicable margins and fees are as
follows:
|
Applicable
Margin
|
Base
Rate Loan
|
LIBOR
Loan
|
Letter
of Credit Fees
|
|||||||||
|
Level
IV Applicable Margin
|
3.00% | 3.25% | 3.25% | |||||||||
|
Level
V Applicable Margin
|
3.25% | 3.50% | 3.50% | |||||||||
The
Amendment was made and entered into at the Company’s request in order to reduce
the impact of interest rate hedging agreements on certain financial covenants
and to provide greater financial flexibility under the senior credit facility
extended to the Company under the Credit Agreement. The above description of the
material terms of the Amendment is not a complete statement of the rights and
obligations with respect to the Credit Agreement. The above statements are
qualified in their entirety by reference to the Amendment, a copy of which is
filed as exhibit 10.1 hereto.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit
Number
|
Description
|
|
|
Exhibit
10.1
|
Eleventh
Amendment to Revolving Credit
Agreement
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| WCA WASTE CORPORATION | |||
|
Date:
February 26, 2010
|
|
/s/ Charles A. Casalinova | |
| Charles A. Casalinova | |||
| Senior Vice President and Chief Financial Officer | |||
EXHIBIT
INDEX
|
Exhibit
Number
|
Description
|
|
|
Exhibit
10.1
|
Eleventh
Amendment to Revolving Credit
Agreement
|