Attached files
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8-K - FORM 8-K - WCA WASTE CORP | h82882e8vk.htm |
Exhibit 4.1
WCA Waste Corporation
Issuer
the Guarantors party hereto
and
The Bank of New York Mellon Trust Company, N.A.
Trustee
Second Supplemental Indenture
Dated as of June 6, 2011
9.25% Senior Notes due 2014
Supplementing the Indenture, dated as of July 5, 2006, by and among WCA Waste Corporation
(the Company), the Guarantors party thereto, and The Bank of New York Trust Company,
N.A., as trustee (the Trustee).
THIS SECOND SUPPLEMENTAL INDENTURE (this Supplemental Indenture), dated as of June
6, 2011, is entered into by and among WCA WASTE CORPORATION, a Delaware corporation (the
Company), the GUARANTORS party hereto, and THE BANK OF NEW YORK MELLON TRUST COMPANY,
N.A. (as successor to The Bank of New York Trust Company, N.A.), as trustee (the
Trustee), under that certain Indenture, dated as of July 5, 2006 (the
Indenture). Capitalized terms used herein and not otherwise defined shall have the
meanings assigned to them in the Indenture.
WITNESSETH:
WHEREAS, the Company has issued its 9.25% Senior Notes due 2014 (the Notes) pursuant
to the Indenture;
WHEREAS, the Company has issued its new 7.50% Senior Notes due 2019 (the New Notes),
with a portion of the proceeds therefrom intended to be used by the Company to consummate the
Tender Offer (as hereinafter defined);
WHEREAS, the Company has offered to purchase for cash any and all outstanding Notes (the
Tender Offer);
WHEREAS, in connection with the Tender Offer, the Company has requested that Holders of the
Notes deliver their consents with respect to the deletion of certain provisions of the Indenture;
WHEREAS, Section 9.02 of the Indenture provides that the Company and the Trustee may amend or
supplement the Indenture, the Notes and the Subsidiary Guarantees with the consent of the Holders
of at least a majority in aggregate principal amount of the then outstanding Notes (including,
without limitation, consents obtained in connection with a tender offer for the Notes);
WHEREAS, the Holders of a majority in aggregate principal amount of the Notes outstanding have
duly consented to the proposed modifications set forth in this Supplemental Indenture in accordance
with Section 9.02 of the Indenture;
WHEREAS, the Company has heretofore delivered or is delivering contemporaneously herewith to
the Trustee (i) one or more Board Resolutions authorizing the execution of this Supplemental
Indenture, (ii) evidence of the written consent of the Holders set forth in the immediately
preceding paragraph and (iii) the Officers Certificate and the Opinion of Counsel described in
Section 7.02 of the Indenture; and
WHEREAS, all conditions necessary to authorize the execution and delivery of this Supplemental
Indenture and to make this Supplemental Indenture valid and binding have been complied with or have
been done or performed;
NOW, THEREFORE, in consideration of the foregoing and notwithstanding any provision of the
Indenture which, absent this Supplemental Indenture, might operate to limit such action, the
parties hereto, intending to be legally bound hereby, agree as follows:
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ARTICLE ONE
AMENDMENTS
AMENDMENTS
Section 1.01 Amendments.
(a) Subject to Section 2.01 hereof, the Indenture is hereby amended by deleting in their
entireties Sections 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.14, 4.15, 4.16,
4.17, 4.18, 8.03 and 8.04 and Article V of the Indenture. Effective as of the date hereof, none of
the Company, any Guarantor, the Trustee or other parties to or beneficiaries of the Indenture shall
have any rights, obligations or liabilities under such Sections or Article, and such Sections or
Article shall not be considered in determining whether an Event of Default has occurred or whether
the Company or any Guarantor has observed, performed or complied with the provisions of the
Indenture.
(b) Subject to Section 2.01 hereof, Sections 6.01 and 6.02 of the Indenture are hereby amended
and restated to read, in their respective entireties, as follows:
Section 6.01. Events of Default.
Each of the following is an Event of Default:
(1) default in any payment of interest on, or Liquidated Damages, if any, with
respect to any Note under the Indenture when due, continued for 30 days;
(2) default in the payment when due (at maturity, upon redemption or otherwise)
of the principal of, or premium, if any, on, the Notes; or
(3) failure by the Company of any of its Restricted Subsidiaries for 60 days
after notice to the Company by the Trustee or the Holders of at least 25% in
aggregate principal amount of the Notes then outstanding voting as a single class to
comply with any of the other agreements in this Indenture or the Notes.
Section 6.02. Acceleration.
If any Event of Default occurs and is continuing, the Trustee or the Holders of
at least 25% in aggregate principal amount of the then outstanding Notes by written
notice to the Company may declare all the Notes to be due and payable immediately.
Upon any such declaration, the Notes shall become due and payable immediately.
The Holders of a majority in aggregate principal amount of the then outstanding
Notes by written notice to the Trustee may, on behalf of all of the Holders, rescind
an acceleration and its consequences, if the rescission would not conflict with any
judgment or decree and if all existing Events of Default (except
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nonpayment of principal, interest or premium or Liquidated Damages, if any, that has
become due solely because of the acceleration) have been cured or waived.
Section 1.02 Amendment of Definitions. Subject to Section 2.01 hereof, the Indenture is hereby
amended by deleting any definitions from the Indenture with respect to which references would be
eliminated as a result of the amendments of the Indenture pursuant to Section 1.01 hereof.
ARTICLE TWO
MISCELLANEOUS
MISCELLANEOUS
Section 2.01 Effect of Supplemental Indenture. Except as amended hereby, all of the terms of
the Indenture shall remain and continue in full force and effect and are hereby confirmed in all
respects. From and after the date of this Supplemental Indenture, all references to the Indenture
(whether in the Indenture or in any other agreements, documents or instruments) shall be deemed to
be references to the Indenture as amended and supplemented by this Supplemental Indenture. On the
initial date the tenders of Notes are accepted for purchase, this Supplemental Indenture will
become operative as of the date hereof.
Section 2.02 Governing Law. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THIS SUPPLEMENTAL INDENTURE.
Section 2.03 No Representations by Trustee. The recitals contained herein shall be taken as
the statement of the Company, and the Trustee assumes no responsibility for the correctness or
completeness of the same.
Section 2.04 Counterparts. This Supplemental Indenture may be executed in any number of
counterparts, each of which shall be an original; but such counterparts shall constitute but one
and the same instrument.
(signature pages follow)
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed all as of the date hereof.
WCA Waste Corporation |
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By: | /s/ Michael A. Roy | |||
Name: | Michael A. Roy | |||
Title: | Vice President & General Counsel | |||
Guarantors: Eagle Ridge Landfill, LLC Material Recovery, LLC Material Reclamation, LLC Texas Environmental Waste Services, LLC Transit Waste, LLC Trans Lift, LLC Waste Corporation of Arkansas, LLC Waste Corporation of Kansas, Inc. Waste Corporation of Missouri, Inc. Waste Corporation of Tennessee, Inc. WCA Capital, Inc. WCA Holdings Corporation WCA Management General, Inc. WCA of Alabama, L.L.C. WCA of Central Florida, Inc. WCA of Florida, Inc. WCA of High Point, LLC WCA of North Carolina, LLC WCA Shiloh Landfill, L.L.C. WCA Texas Management General, Inc. WCA Waste Systems, Inc. WCA Waste Transfer Station, LLC Burnt Poplar Transfer, L.L.C. WCA of St. Lucie, LLC WCA of Oklahoma, LLC American Waste, LLC N.E. Land Fill, LLC Pauls Valley Landfill, LLC Sooner Waste, L.L.C. WCA of Massachusetts, LLC WCA of Ohio, LLC Champion City Recovery, LLC Boxer Realty Redevelopment, LLC Sunny Farms Landfill, LLC |
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Signature Page to Supplemental Indenture
New Amsterdam & Seneca Railroad Company, LLC WCA of Chickasha, Inc. WCA of Mississippi, LLC Emerald Waste Services, LLC EWS Central Florida Hauling, LLC WRH Gainesville Holdings, LLC WRH Gainesville, LLC WRH Orange City, LLC |
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By: | /s/ Michael A. Roy | |||
Michael A. Roy, Vice President of each of the foregoing entities | ||||
WCA Management Company, L.P. By: WCA Management General, Inc., its sole general partner |
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By: | /s/ Michael A. Roy | |||
Michael A. Roy, Vice President | ||||
Waste Corporation of Texas, L.P.; Fort Bend Regional Landfill L.P. and Ruffino Hills Transfer Station, L.P. By: WCA Texas Management General, Inc., its sole general partner |
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By: | /s/ Michael A. Roy | |||
Michael A. Roy, Vice President | ||||
Signature Page to Supplemental Indenture
The Bank of New York Mellon Trust Company, N.A., as Trustee |
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By: | /s/ Julie Hoffman-Ramos | |||
Name: | Julie Hoffman-Ramos | |||
Title: | Vice President | |||
Signature Page to Supplemental Indenture