EIGHTH AMENDMENT TO REVOLVING CREDIT AGREEMENT

This Eighth Amendment to Revolving Credit Agreement (“Amendment”) is made as of October 22, 2008 (“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”).

The Borrower and Agent entered into a Revolving Credit Agreement dated July 5, 2006, as amended by a First 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, and Seventh Amendment to Revolving Credit Agreement dated as of December 19, 2007 (“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.

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.   The following definitions are hereby added to Section 1.01 of the Credit Agreement:

“ ‘ Eighth Amendment Effective Date ’ shall mean the effective date of the Eighth Amendment to Revolving Credit Agreement among the Borrower, Agent and the Lenders determined pursuant to Paragraph 3a of such amendment.”

“ ‘ Floating LIBOR Rate ’ means, for any day, a per annum interest rate which is equal to the quotient of the following:

(1) the per annum rate of interest determined on the basis of the rate for deposits in Dollars for a period equal to one (1) month appearing on Page BBAM of the Bloomberg Financial Markets Information Service as of 8:00 a.m. (Detroit, Michigan time) (or soon thereafter as practical) on such day, or if such day is not a Business Day, on the immediately preceding Business Day.  In the event that such rate does not appear on Page BBAM of the Bloomberg Financial Markets Information Service (or otherwise on such Service), the “Floating LIBOR Rate” shall be determined by reference to such other publicly available service for displaying eurodollar rates as may be agreed upon by Agent and Borrower, or, in the absence of such agreement, the “Floating LIBOR Rate” shall, instead, be the per annum rate equal to the average of the rate at which Agent is offered dollar deposits at or about 8:00 a.m. (Detroit, Michigan time) (or soon thereafter as practical) on such day in the interbank eurodollar market in an amount comparable to the principal amount of the Obligations hereunder which is to bear interest at such “Floating LIBOR Rate” and for a period equal to one (1) month;

divided by

(2) a percentage  equal to 100% minus the maximum rate on such date at which Agent is required to maintain reserves on “Euro-currency Liabilities” as defined in and pursuant to Regulation D of the Board of Governors of the Federal Reserve System or, if such regulation or definition is modified, and as long as Agent is required to maintain reserves against a category of liabilities which includes eurodollar deposits or includes a category of assets which includes eurodollar loans, the rate at which such reserves are required to be maintained on such category;

all as conclusively determined by Agent, such sum to be rounded upward, if necessary, to the nearest whole multiple of 1/100,000th of 1%.

b.   The definition of “Applicable Margin” in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:

“  ‘ Applicable Margin ’ means, on any day, the applicable per annum percentage set forth at the appropriate intersection in the table shown below, based on the Leverage Ratio on the most recent Determination Date:

The Applicable Margin shall be established as of the last day of each fiscal quarter of the Borrower (each, a " Determination Date ") beginning with the receipt by the Administrative Agent of the Compliance Certificate and the financial statements for the fiscal quarter ended December 31, 2008 (the " Initial Determination Date ").  Any change in the Applicable Margin following each Determination Date shall be determined based upon the information and computations set forth in the financial statements and Compliance Certificate furnished to the Administrative Agent pursuant to Section 8.01 , subject to review and approval of such computations by the Administrative Agent.  Each change in the Applicable Margin shall be effective as of the Determination Date (including, without limitation, in respect of LIBOR Loans then outstanding notwithstanding that such change occurs during an Interest Period), and shall remain in effect until the next Determination Date for which a change in the Applicable Margin occurs; provided, however; if the Borrower shall fail to deliver any required financial statements or Compliance Certificate within the time period required by Section 8.01 , the Applicable Margin shall be the highest percentage amount stated for each Type of Loan as set forth in the above table for the period beginning on the relevant Determination Date and ending on the date that the appropriate financial statements and Compliance Certificate are so delivered.  Notwithstanding the foregoing, Level III Applicable Margins shall be in effect hereunder until the determination thereof based upon Borrowers’ financial statements for the fiscal quarter ending December 31, 2008, unless (prior to such date) Borrower’s September 30, 2008 financial statements demonstrate a consolidated Total Leverage Ratio greater than 4.00:1.00, in which case, the Applicable Margin indicated in the table above with respect to the corresponding pricing level shall apply.”

c. The definition of “Base Rate” in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:

“  ‘ Base Rate ’ means, with respect to any Base Rate Loan, for any day, the higher of (a) the Federal Funds Rate for any such day plus 1.00%, (b) the Prime Rate for such day, or (c) the Floating LIBOR Rate for such day plus 0.25%.  Each change in any interest rate provided for herein based upon the Base Rate resulting from a change in the Base Rate shall take effect at the time of such change in the Base Rate.”

d. The definition of “LC Commitment” in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:

“  ‘ LC Commitment ’ at any time means $40,000,000.”

e. Section 2.05 of the Credit Agreement is hereby amended and restated in its entirety as follows:

“2.05  Commitment Fee .  The Borrower shall pay to the Administrative Agent, for the account of each Lender holding a Revolving Credit Commitment, a commitmen