EXHIBIT 10.50G
EIGHTH AMENDMENT TO THE CREDIT AGREEMENT
This Amendment is made and entered into as of the 16th day of December,
2004, by and between WELLS FARGO BANK, NATIONAL ASSOCIATION, successor to First
Security Bank ("Bank"), and AMERICAN ECOLOGY CORPORATION, a Delaware corporation
("Borrower").
R E C I T A L S
A. Borrower and Bank entered into a Credit Agreement, dated as of
August 17, 2000 (as amended, modified, or supplemented from time to time, the
"Credit Agreement").
B. Borrower has asked Bank to amend the Credit Agreement to adjust the
letter of credit commitment amount.
C. Bank is willing to amend the Credit Agreement upon the terms and
conditions of this Amendment.
A M E N D M E N T
NOW, THEREFORE, the parties agree as follows.
DEFINITIONS
Except as specifically defined otherwise in this Amendment, all of the
terms herein shall have the same meaning as contained in the Credit Agreement.
AMENDMENTS
AMENDMENTS TO ARTICLE 1 - DEFINITIONS.
The definition of "Letter of Credit Commitment Amount" in Section 1.1
of the Credit Agreement is amended to increase the Letter of Credit Commitment
Amount from $3,600,000 to $5,500,000 and the definition shall provide in its
entirety as follows:
"LETTER OF CREDIT COMMITMENT AMOUNT" means Five Million Five Hundred
Thousand Dollars ($5,500,000), less the amount of the outstanding principal
balance of the Revolving Loans in excess of Two Million Five Hundred
Thousand Dollars ($2,500,000).
CONDITIONS PRECEDENT
As conditions precedent to Bank's obligation to extend the financial
accommodations provided for in this Amendment, Borrower shall execute and
deliver, or cause to be executed and delivered, to Bank, in form and substance
satisfactory to Bank and its counsel, the following:
EVIDENCE OF ALL CORPORATE ACTION BY BORROWER.
5
Certified copies of all corporate action taken by Borrower authorizing
its execution and delivery of this Amendment and each other document to be
delivered pursuant to this Amendment and its performance of its agreements
thereunder.
CERTIFICATES OF EXISTENCE.
Certificates of good standing or existence that Bank may reasonably
require showing that Borrower is in good standing under the laws of the state of
its incorporation.
PUBLIC RECORD SEARCHES.
Uniform Commercial Code financing statement searches, federal and
state income tax lien searches, judgment or litigation searches, or other
similar searches that Bank may reasonably require and in such form as Bank may
reasonably require.
ADDITIONAL DOCUMENTATION.
Such other approvals, opinions, or documents as Bank may reasonably
request.
REAFFIRMATION OF LOAN DOCUMENTS.
Borrower acknowledges and reaffirms all existing security agreements,
financing statements, and any other documents executed in connection with the
Credit Agreement. Borrower further acknowledges and agrees that the Obligations
shall be secured by all collateral to be granted by Borrower to secure a
proposed term loan from Bank to Borrower.
BORROWER'S COVENANTS, REPRESENTATIONS, AND WARRANTIES.
In order to induce Bank to enter into this Amendment and to amend the
Credit Agreement in the manner provided herein, Borrower acknowledges and
reaffirms as true, correct, and complete in all material respects on and as of
the date of this Amendment all covenants, representations, and warranties made
by Borrower in the Credit Agreement and the other Loan Documents to the same
extent as though made on and as of the date of execution of this Amendment.
Borrower represents and warrants that the execution, delivery, and performance
by the Borrower of this Amendment has been duly authorized by all necessary
corporate action. Borrower further represents and warrants that there are no
Events of Default or facts which constitute, or with the passage of time and
without change will constitute, an Event of Default under the Loan Documents.
Borrower further represents that there has been no material adverse change in
Borrower's business or financial condition from that reflected in the most
recent of Borrower's financial statements that have been delivered to Bank.
Borrower further represents and warrants that Borrower has no claims or causes
of action of any kind whatsoever against Bank or any of Bank's present or former
employees, officers, directors, attorneys, or agents of any kind in their
capacity as such (collectively, the "Released Parties") and further, that the
Released Parties have performed all of the respective obligations under the
Credit Agreement and other Loan Documents and have complied with all provisions
therein set forth. Borrower acknowledges that as of December 16, 2004, the
outstanding principal balance of the Revolving Loans is $0.00, and the aggregate
stated amount of all Letters of Credit outstanding and available for drawing is
$3,258,262.00.
6
COURSE OF DEALING.
No course of dealing heretofore or hereafter between Borrower and Bank, or
any failure or delay on the part of Bank in exercising any rights or remedies
under the Credit Agreement or existing by law shall operate as a waiver of any
right or remedy of Bank with respect to said indebtedness, and no single or
partial exercise of any right or remedy hereunder shall operate as a waiver or
preclusion to the exercise of any other rights or remedies Bank may have in
regard to said indebtedness.
GOVERNING LAW.
This Amendment is made in the State of Idaho, which state the parties agree
has a substantial relationship to the parties and to the underlying transaction
embodied hereby. Accordingly, in all respects, this Amendment and the Loan
Documents and the obligations arising hereunder and thereunder shall be governed
by, and construed in accordance with, the laws of the State of Idaho applicable
to contracts made and performed in such state and any applicable law of the
United States of America. Each party hereby unconditionally and irrevocably
waives, to the fullest extent permitted by law, any claim to assert that the law
of any jurisdiction other than the State of Idaho governs this Amendment and the
Loan Documents.
COSTS AND EXPENSES.
Borrower shall pay on demand by Bank all Bank Expenses incurred by Bank in
connection with the preparation, execution, delivery, filing, recording, and
administration of this Amendment or any of the documents contemplated hereby,
including, without limitation, the reasonable fees and out of pocket expenses of
counsel for Bank with respect to this Amendment and the documents and
transactions contemplated hereby.
ENTIRE AGREEMENT.
The Credit Agreement as amended by this Amendment together with the other
Loan Documents supersedes all prior negotiations, understandings, and agreements
between the parties, whether oral or written, and all such negotiations,
understandings, and agreements are evidenced by the terms of the Loan Documents.
The Credit Agreement may not be further altered or amended in any manner except
by a writing signed by Bank and Borrower.
EFFECTS OF THIS AMENDMENT.
This Amendment shall be binding and deemed effective when it is executed by
Borrower, accepted and executed by Bank, and all conditions precedent set forth
in Section 3 have been fulfilled. All terms, covenants and conditions of the
Credit Agreement that have not been modified, amended, or otherwise changed by
this Amendment are reaffirmed and remain in full force and effect.
7
COUNTERPARTS.
This Amendment may be executed in counterparts and may be delivered by
facsimile transmission. Each such counterpart shall constitute an original, but
all such counterparts shall constitute but one Amendment.
Signature Page Follows
8
IN WITNESS WHEREOF, Borrower has executed this Amendment as of the
date first written above.
BORROWER:
AMERICAN ECOLOGY CORPORATION
By /s/ James R. Baumgardner
------------------------
James R. Baumgardner
Sr. Vice President and CFO
GUARANTOR'S CONSENT
Each Guarantor consents to, acknowledges, and accepts the forgoing
Amendment. Each Guarantor affirms and ratifies its Continuing and Unconditional
Guaranty made by Guarantor for the benefit of Bank (the "Guaranty"), and
confirms that the Guaranty remains in full force and effect and binding upon the
Guarantor without any setoffs, defenses, or counterclaims of any kind
whatsoever. Each Guarantor also acknowledges and reaffirms all existing
security agreements, financing statements, and any other documents the Guarantor
executed in connection with the Guaranty or the Credit Agreement.
Dated as of December 16, 2004.
GUARANTORS:
AMERICAN ECOLOGY SERVICES CORPORATION
By /s/ James R. Baumgardner
------------------------
James R. Baumgardner
Sr. Vice President and CFO
AMERICAN ECOLOGY MANAGEMENT CORPORATION
By /s/ James R. Baumgardner
------------------------
James R. Baumgardner
Sr. Vice President and CFO
TEXAS ECOLOGISTS, INC
By /s/ James R. Baumgardner
------------------------
James R. Baumgardner
Sr. Vice President and CFO
9
AMERICAN ECOLOGY RECYCLE CENTER, INC.
By /s/ James R. Baumgardner
------------------------
James R. Baumgardner
Sr. Vice President and CFO
AMERICAN ECOLOGY ENVIRONMENTAL SERVICES
CORPORATION
By /s/ James R. Baumgardner
------------------------
James R. Baumgardner
Sr. Vice President and CFO
US ECOLOGY, INC.
By /s/ James R. Baumgardner
------------------------
James R. Baumgardner
Sr. Vice President and CFO
US ECOLOGY IDAHO, INC.
By /s/ James R. Baumgardner
------------------------
James R. Baumgardner
Sr. Vice President and CFO
BANK'S ACCEPTANCE
Accepted and effective as of the 16th day of December, 2004, in the State
of Idaho.
WELLS FARGO BANK, NATIONAL ASSOCIATION
By /s/ Brian W. Cook
-----------------
Brian W. Cook, Vice President
10