TENTH AMENDMENT TO REVOLVING CREDIT AGREEMENT
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, 0000, Xxxxxx Xxxxxxxxx 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]
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This Tenth Amendment to the Revolving Credit Agreement is executed and delivered on the
Effective Date.
COMERICA BANK, as Administrative Agent and Collateral Agent |
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By: | /s/ Xxxxxxx X. Xxxxxxx | |||
Xxxxxxx X. Xxxxxxx | ||||
Its: | Vice President | |||
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[Guaranty Bank Signature Page]
COMPASS BANK, successor in interest to GUARANTY BANK, as Syndication Agent and
a Lender
By: | /s/ | |||
Its: Vice President | ||||
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[Allied Irish Banks Signature Page]
ALLIED IRISH BANKS, plc, as a Lender |
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By: | ||||
Its: | ||||
By: | ||||
Its: | ||||
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[Compass Bank Signature Page]
COMPASS BANK, as a Lender |
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By: | /s/ | |||
Its: Vice President | ||||
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[Union Bank Signature Page]
UNION BANK, N.A., as a Lender |
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By: | /s/ Xxxxxxx X. Xxxxx | |||
Its: Vice President | ||||
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[Bank of Texas Signature Page]
BANK OF TEXAS, NATIONAL ASSOCIATION, as a Lender |
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By: | /s/ Xxxxxx Xxxxxxx | |||
Its: Vice President | ||||
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[Mercantil CommerceBank Signature Page]
MERCANTIL COMMERCEBANK, NA, as a Lender |
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By: | ||||
Its: | ||||
By: | ||||
Its: | ||||
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[Wachovia Bank Signature Page]
WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender |
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By: | /s/ Xxxx X. Xxxx, Xx. | |||
Its: Senior Vice President | ||||
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[Xxxxxxx Bank Signature Page]
XXXXXXX BANK, NATIONAL ASSOCIATION, as a Lender |
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By: | /s/ Xxxxxxx X. Xxxxxxxx | |||
Its: Senior Vice President | ||||
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WCA WASTE CORPORATION, as Borrower |
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By: | /s/ Xxxxxx X. Xxxxxxx, Xx. | |||
Its: Vice President | ||||
WCA HOLDINGS CORPORATION, as a Guarantor |
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By: | /s/ Xxxxxx X. Xxxxxxx, Xx. | |||
Its: Vice President | ||||
WCA WASTE SYSTEMS, INC., as a Guarantor |
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By: | /s/ Xxxxxx X. Xxxxxxx, Xx. | |||
Its: Vice President | ||||
WCA OF ALABAMA, L.L.C., as a Guarantor |
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By: | /s/ Xxxxxx X. Xxxxxxx, Xx. | |||
Its: Vice President | ||||
WCA SHILOH LANDFILL, L.L.C., as a Guarantor |
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By: | /s/ Xxxxxx X. Xxxxxxx, Xx. | |||
Its: Vice President | ||||
WASTE CORPORATION OF KANSAS, INC., as a Guarantor |
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By: | /s/ Xxxxxx X. Xxxxxxx, Xx. | |||
Its: Vice President | ||||
WASTE CORPORATION OF TENNESSEE, INC., as a Guarantor |
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By: | /s/ Xxxxxx X. Xxxxxxx, Xx. | |||
Its: Vice President | ||||
[Signatures Continue on the Following Page]
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[Continuation of Signature Page of the Acknowledgement and Consent of Guarantors]
WCA OF FLORIDA, INC., as a Guarantor |
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By: | /s/ Xxxxxx X. Xxxxxxx, Xx. | |||
Its: Vice President | ||||
WCA OF CENTRAL FLORIDA, INC., as a Guarantor |
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By: | /s/ Xxxxxx X. Xxxxxxx, Xx. | |||
Its: Vice President | ||||
TRANSIT WASTE, LLC, as a Guarantor |
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By: | /s/ Xxxxxx X. Xxxxxxx, Xx. | |||
Its: Vice President | ||||
WASTE CORPORATION OF MISSOURI, INC., as a Guarantor |
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By: | /s/ Xxxxxx X. Xxxxxxx, Xx. | |||
Its: Vice President | ||||
EAGLE RIDGE LANDFILL, LLC, as a Guarantor |
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By: | /s/ Xxxxxx X. Xxxxxxx, Xx. | |||
Its: Vice President | ||||
WCA TEXAS MANAGEMENT GENERAL, INC., as a Guarantor |
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By: | /s/ Xxxxxx X. Xxxxxxx, Xx. | |||
Its: Vice President | ||||
WASTE CORPORATION OF TEXAS, L.P., as a Guarantor |
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By: | /s/ Xxxxxx X. Xxxxxxx, Xx. | |||
Its: Vice President | ||||
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[Continuation of Signature Page of the Acknowledgement and Consent of Guarantors]
TEXAS ENVIRONMENTAL WASTE SERVICES, LLC, as a Guarantor |
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By: | /s/ Xxxxxx X. Xxxxxxx, Xx. | |||
Its: Vice President | ||||
WCA MANAGEMENT LIMITED, INC., as a Guarantor |
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By: | /s/ Xxxxxx X. Xxxxxxx, Xx. | |||
Its: Vice President | ||||
WCA MANAGEMENT GENERAL, INC., as a Guarantor |
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By: | /s/ Xxxxxx X. Xxxxxxx, Xx. | |||
Its: Vice President | ||||
WCA MANAGEMENT COMPANY, LP, as a Guarantor |
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By: | /s/ Xxxxxx X. Xxxxxxx, Xx. | |||
Its: Vice President | ||||
WCA OF NORTH CAROLINA, LLC, as a Guarantor |
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By: | /s/ Xxxxxx X. Xxxxxxx, Xx. | |||
Its: Vice President | ||||
MATERIAL RECOVERY, LLC, as a Guarantor |
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By: | /s/ Xxxxxx X. Xxxxxxx, Xx. | |||
Its: Vice President | ||||
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[Continuation of Signature Page of the Acknowledgement and Consent of Guarantors]
WCA WAKE TRANSFER STATION, LLC, as a Guarantor |
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By: | /s/ Xxxxxx X. Xxxxxxx, Xx. | |||
Its: Vice President | ||||
WCA OF HIGH POINT, LLC, as a Guarantor |
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By: | /s/ Xxxxxx X. Xxxxxxx, Xx. | |||
Its: Vice President | ||||
MATERIAL RECLAMATION, LLC, as a Guarantor |
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By: | /s/ Xxxxxx X. Xxxxxxx, Xx. | |||
Its: Vice President | ||||
BURNT POPLAR TRANSFER, L.L.C., as a Guarantor |
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By: | /s/ Xxxxxx X. Xxxxxxx, Xx. | |||
Its: Vice President | ||||
WCA CAPITAL, INC., as a Guarantor |
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By: | /s/ Xxxxxx X. Xxxxxxx, Xx. | |||
Its: Vice President | ||||
WASTE CORPORATION OF ARKANSAS, INC., as a Guarantor |
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By: | /s/ Xxxxxx X. Xxxxxxx, Xx. | |||
Its: Vice President | ||||
TRANSLIFT, INC., as a Guarantor |
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By: | /s/ Xxxxxx X. Xxxxxxx, Xx. | |||
Its: Vice President | ||||
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[Continuation of Signature Page of the Acknowledgement and Consent of Guarantors]
WCA OF ST. LUCIE, LLC, as a Guarantor |
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By: | /s/ Xxxxxx X. Xxxxxxx, Xx. | |||
Its: Vice President | ||||
WCA OF OKLAHOMA, LLC, as a Guarantor |
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By: | /s/ Xxxxxx X. Xxxxxxx, Xx. | |||
Its: Vice President | ||||
AMERICAN WASTE, LLC, as a Guarantor |
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By: | /s/ Xxxxxx X. Xxxxxxx, Xx. | |||
Its: Vice President | ||||
N.E. LANDFILL, LLC, as a Guarantor |
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By: | /s/ Xxxxxx X. Xxxxxxx, Xx. | |||
Its: Vice President | ||||
PAULS VALLEY LANDFILL, LLC, as a Guarantor |
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By: | /s/ Xxxxxx X. Xxxxxxx, Xx. | |||
Its: Vice President | ||||
SOONER WASTE, L.L.C., as a Guarantor |
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By: | /s/ Xxxxxx X. Xxxxxxx, Xx. | |||
Its: Vice President | ||||
XXXXXXX HILLS TRANSFER STATION, LP |
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By: | /s/ Xxxxxx X. Xxxxxxx, Xx. | |||
Its: Vice President | ||||
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FORT BEND REGIONAL LANDFILL, LP |
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By: | /s/ Xxxxxx X. Xxxxxxx, Xx. | |||
Its: Vice President | ||||
WCA OF MASSACHUSETTS, LLC |
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By: | /s/ Xxxxxx X. Xxxxxxx, Xx. | |||
Its: Vice President | ||||
WCA OF OHIO, LLC |
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By: | /s/ Xxxxxx X. Xxxxxxx, Xx. | |||
Its: Vice President | ||||
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SCHEDULE 7.14
SUBSIDIARIES
Subsidiary | Chief Executive Office | Principal Location | ||
WCA Holdings Corporation |
One Riverway, Suite 0000 |
Xxx Xxxxxxxx, Xxxxx 0000 |
||
Xxxxxxx, Xxxxx 00000 | Xxxxxxx, Xxxxx 00000 | |||
WCA Waste Systems, Inc. |
One Riverway, Suite 0000 |
Xxx Xxxxxxxx, Xxxxx 0000 |
||
Xxxxxxx, Xxxxx 00000 | Xxxxxxx, Xxxxx 00000 | |||
Waste Corporation of Arkansas, Inc. |
Xxx Xxxxxxxx, Xxxxx 0000 |
Xxxxxxx Xxxxxxx Xxxxxxxx |
||
Xxxxxxx, Xxxxx 00000 | XX. 0 Xxx 000X Xxxxxx Xx. |
|||
Xxxxx, Xxxxxxxx 00000 | ||||
Waste Corporation of Kansas, Inc. |
One Riverway, Suite 1400 |
1150 East 000 Xxxxxx |
||
(xxxxxxxx Xxx Xxxxx Landfill, Inc.) |
Xxxxxxx, Xxxxx 00000 | Xxxxxxx, Xxxxxx 00000 | ||
Waste Corporation of Missouri, Inc. |
One Riverway, Suite 1400 |
0000 X. Xxxxxxx Xxxxxx |
||
Xxxxxxx, Xxxxx 00000 | Xxxxxxxxxxx, Xxxxxxxx 00000 | |||
Waste Corporation of Texas, L.P. |
One Riverway, Suite 0000 |
Xxx Xxxxxxxx, Xxxxx 0000 |
||
Xxxxxxx, Xxxxx 00000 | Xxxxxxx, Xxxxx 00000 | |||
WCA Capital, Inc. |
One Riverway, Suite 0000 |
Xxx Xxxxxxxx, Xxxxx 0000 |
||
Xxxxxxx, Xxxxx 00000 | Xxxxxxx, Xxxxx 00000 | |||
WCA of Alabama, L.L.C. |
One Riverway, Suite 1400 |
00000 Xxxxx Xxxx |
||
Xxxxxxx, Xxxxx 00000 | Xxxxxx, Xxxxxxx 00000 | |||
Waste Corporation of Tennessee, Inc. |
One Riverway, Suite 1400 |
0000 Xxxxxx Xxxxxx Xxxx |
||
Xxxxxxx, Xxxxx 00000 | Xxxxxxxxx, Xxxxxxxxx 00000 | |||
WCA Texas Management General, Inc. |
One Riverway, Suite 0000 |
Xxx Xxxxxxxx, Xxxxx 0000 |
||
Xxxxxxx, Xxxxx 00000 | Xxxxxxx, Xxxxx 00000 | |||
WCA Management Limited, Inc. |
00000 Xxxxx Xxxx |
00000 Xxxxx Xxxx |
||
Xxxxxx, Xxxxxxx 00000 | Xxxxxx, Xxxxxxx 00000 | |||
WCA Management Company, L.P. |
One Riverway, Suite 0000 |
Xxx Xxxxxxxx, Xxxxx 0000 |
||
Xxxxxxx, Xxxxx 00000 | Xxxxxxx, Xxxxx 00000 | |||
WCA Management General, Inc. |
One Riverway, Suite 0000 |
Xxx Xxxxxxxx, Xxxxx 0000 |
||
Xxxxxxx, Xxxxx 00000 | Xxxxxxx, Xxxxx 00000 | |||
WCA Shiloh Landfill, L.L.C. |
One Riverway, Suite 1400 |
000 Xxxx Xxxxxx Xxxx |
||
Xxxxxxx, Xxxxx 00000 | Traveler’s Xxxx, XX 00000 | |||
Translift, Inc. |
One Riverway, Suite 0000 |
Xxx Xxxxxxxx, Xxxxx 0000 |
||
Xxxxxxx, Xxxxx 00000 | Xxxxxxx, Xxxxx 00000 | |||
Texas Environmental Waste Services |
Xxx Xxxxxxxx, Xxxxx 0000 |
Xxx Xxxxxxxx, Xxxxx 0000 |
||
LLC |
Xxxxxxx, Xxxxx 00000 | Xxxxxxx, Xxxxx 00000 | ||
Eagle Ridge Landfill, LLC |
One Riverway, Suite 1400 |
00000 Xxx X X |
||
Xxxxxxx, Xxxxx 00000 | Xxxxxxx Xxxxx, Xxxxxxxx 00000 | |||
Transit Waste, L.L.C. |
One Riverway, Suite 1400 |
000 Xxxxx Xxxxxx, Xxxxxxxxxx, |
||
Xxxxxxx, Xxxxx 00000 | Xxx Xxxxxx 00000 | |||
XXX xx Xxxxx
Xxxxxxxx, L.L.C.. |
One Riverway, Suite 1400 |
000 Xxxxxxx Xxxx Xxxx |
||
Xxxxxxx, Xxxxx 00000 | Xxxxxxx, Xxxxx Xxxxxxxx 00000 | |||
XXX Xxxx Transfer Station, LLC |
One Riverway, Suite 1400 |
0000 Xxxxxx Xxxx |
||
Xxxxxxx, Xxxxx 00000 | Xxxxxxx, Xxxxx Xxxxxxxx 00000 | |||
WCA of High Point, LLC |
One Riverway, Suite 1400 |
0000 Xxxxxxxxx Xxxxx |
||
Xxxxxxx, Xxxxx 00000 | Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 | |||
Material Reclamation, LLC |
One Riverway, Suite 1400 |
000 Xxxxxxx Xxxx Xxxx |
||
Xxxxxxx, Xxxxx 00000 | Xxxxxxx, Xxxxx Xxxxxxxx 00000 | |||
Material Recovery, LLC |
One Riverway, Suite 1400 |
0000 Xxxxxxxxxx Xxxx |
||
Xxxxxxx, Xxxxx 00000 | Xxxxxxx, Xxxxx Xxxxxxxx 00000 | |||
WCA of Florida, Inc. |
One Riverway, Suite 1400 |
0000 Xxxxxxxxxx Xxxx |
||
Xxxxxxx, Xxxxx 00000 | Xxxxxxxx, Xxxxxxx 00000 |
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Subsidiary | Chief Executive Office | Principal Location | ||
WCA of Central Florida, Inc. |
One Riverway, Suite 1400 |
0000 X.X. Xxxxxxx 00 Xxxxx |
||
Xxxxxxx, Xxxxx 00000 | Ft. Xxxxx, Xxxxxxx 00000 | |||
Transit Waste, L.L.C. |
One Riverway, Suite 1400 |
000 Xxxxx Xxxxxx |
||
Xxxxxxx, Xxxxx 00000 | Xxxxxxxxxx, Xxx Xxxxxx 00000 | |||
WCA of St. Lucie, LLC |
One Riverway, Suite 1400 |
0000 Xxxxxxxxx Xxxx |
||
Xxxxxxx, Xxxxx 00000 | Port St. Lucie, Florida 34945 | |||
WCA of Oklahoma, LLC |
One Riverway, Suite 0000 |
Xxx Xxxxxxxx, Xxxxx 0000 |
||
Xxxxxxx, Xxxxx 00000 | Xxxxxxx, Xxxxx 00000 | |||
American Waste, LLC |
One Riverway, Suite 1400 |
0000 Xxxxx Xxxxxxxx Xxx. |
||
Xxxxxxx, Xxxxx 00000 | Xxxxxxxx Xxxx, Xxxxxxxx 00000 | |||
Pauls Valley Landfill, LLC |
One Riverway, Suite 1400 |
0000 Xxxxx Xxxxxxxx Xxx. |
||
Xxxxxxx, Xxxxx 00000 | Xxxxxxxx Xxxx, Xxxxxxxx 00000 | |||
N. E. Land Fill, LLC |
One Riverway, Suite 1400 |
0000 Xxxxx Xxxxxxxx Xxx. |
||
Xxxxxxx, Xxxxx 00000 | Xxxxxxxx Xxxx, Xxxxxxxx 00000 | |||
Sooner Waste, LLC |
One Riverway, Suite 1400 |
0000 Xxxxx Xxxxxxxx Xxx. |
||
Xxxxxxx, Xxxxx 00000 | Xxxxxxxx Xxxx, Xxxxxxxx 00000 | |||
Xxxxxxx Hills Xxxxxxxx Xxxxxxx, XX |
Xxx Xxxxxxxx, Xxxxx 0000 |
0000 Xxxxxxx Xxxx |
||
Xxxxxxx, Xxxxx 00000 | Xxxxxxx, Xxxxx 00000 | |||
Fort Bend Regional Landfill, LP |
One Riverway, Suite 1400 |
00000 Xxxxx Xxxxxxx Xxxx |
||
Xxxxxxx, Xxxxx 00000 | Xxxxxxxxx, Xxxxx 00000 | |||
Burnt Poplar Transfer, LLC |
One Riverway, Suite 0000 |
Xxx Xxxxxxxx, Xxxxx 0000 |
||
Xxxxxxx, Xxxxx 00000 | Xxxxxxx, Xxxxx 00000 | |||
WCA of Massachusetts, LLC |
One Riverway, Suite 0000 |
Xxx Xxxxxxxx, Xxxxx 0000 |
||
Xxxxxxx, Xxxxx 00000 | Xxxxxxx, Xxxxx 00000 | |||
WCA of Ohio, LLC |
One Riverway, Suite 0000 |
Xxx Xxxxxxxx, Xxxxx 0000 |
||
Xxxxxxx, Xxxxx 00000 | Xxxxxxx, Xxxxx 00000 | |||
Champion City Recovery, LLC |
One Riverway, Suite 1400 |
000 Xxxxxx Xxxxxx |
||
Xxxxxxx, Xxxxx 00000 | Xxxxxxxx, Xxxxxxxxxxxxx 00000 | |||
Boxer Realty Redevelopment, LLC |
One Riverway, Suite 1400 |
000 Xxxxxx Xxxxxx |
||
Xxxxxxx, Xxxxx 00000 | Xxxxxxxx, Xxxxxxxxxxxxx 00000 | |||
Sunny Farms Landfill, LLC |
One Riverway, Suite 1400 |
00000 Xxxx Xxxxxx Xxxx 00 |
||
Xxxxxxx, Xxxxx 00000 | Xxxxxxxx, Xxxx 00000 | |||
New Amsterdam & Seneca Railroad |
Xxx Xxxxxxxx, Xxxxx 0000 |
00000 Xxxx Xxxxxx Xxxx 18 |
||
Company, LLC |
Xxxxxxx, Xxxxx 00000 | Xxxxxxxx, Xxxx 00000 |
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EXHIBIT “A”
CHECKLIST
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