NINTH AMENDMENT TO REVOLVING CREDIT AGREEMENT

This Ninth Amendment to Revolving Credit Agreement (“Amendment”) is made as of February 19, 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”).

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, Seventh Amendment to Revolving Credit Agreement dated as of December 19, 2007, and Eighth Amendment to Revolving Credit Agreement dated as of October 22, 2008 (“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:

“ ‘ Impaired Lender ’ shall mean a Lender (a) that has failed to fund its Percentage Share of any Aggregate Revolving Credit Commitments or to purchase participations in any Swing Line Loan or any Letters of Credit, (b) that has otherwise failed to pay to the Administrative Agent or any other Lender any other amount required to be paid by it under the terms of this Agreement or any other Loan Document, unless such Lender is disputing such obligation to pay any such amount in good faith, (c) which the Administrative Agent, the Issuing Bank or Swing Line Lender believes, in good faith, has defaulted in fulfilling its obligations  under any other syndicated credit facilities or as participant in any other credit facility, (d) that has been, or is controlled by any Person which has been, determined to be insolvent or that has become subject to a bankruptcy or other similar proceeding, or (e) any material assets or management of which has been taken over by a governmental agency.”

“ ‘ Maintenance Capital Expenditures ’ shall mean any expenditures for any purchase or other acquisition of any equipment which are made for the purpose of replacing equipment in operation and landfill cell construction on sites in operation by the Borrower and its Consolidated Subsidiaries (now owned or hereafter acquired).”

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

“ ‘ Tangible Net Worth ’ means, as at any date, Net Worth less goodwill and similar intangible assets.”

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 date of the Administrative Agent’s receipt of  the information and computations set forth in the financial statements and Compliance Certificate furnished to the Administrative Agent pursuant to Section 8.01 (each, a " 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 required delivery date of the financial statements and Compliance Certificate as provided in Section 8.01 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.”

c.           The definition of “Adjusted EBIT Debt Service Ratio” in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:

“  ‘ Pro Forma Adjusted EBITDA Debt Service Ratio ’ means, with respect to the Borrower and its Consolidated Subsidiaries, the ratio of (i) Pro Forma Adjusted EBITDA for the four fiscal quarters ending on such date minus cash income tax expense for such period, to (ii) cash interest expense, plus (x) all scheduled payments on capitalized leases paid or payable during such period, plus (y) all scheduled principal payments of Debt paid or payable during such period, excluding payments made on the Revolving Credit Loans, financed insurance premiums paid, and any principal payments paid in advance of maturity which have been previously waived by the Lenders during such period.”

d.           The definition of “Pro Forma Adjusted EBITDA” in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:

“  ‘ Pro Forma Adjusted EBITDA ’ means, for any period, the sum of, without duplication, (a) EBITDA for such period, plus (b) non-recurring non-cash expenses or charges during such period, plus (c) historical results for any acquisitions which are consummated on or after the Closing Date, adjusted for the lesser of:  (x) the sum of (without duplication): (i) add-backs permitted pursuant to Article 11, Regulation S-X of the Securities Act of 1933 for the 12-month period then ended, plus (ii) the effect of Additional Volume and/or Increased Use, as applicable, and itemized direct cost savings that will be achieved as a result of, or in connection with, any acquisitions consummated after the Closing Date, plus (iii) the Prior Acquisition Add-Back, or (y) fifteen percent (15%) of the Pro Forma Adjusted EBITDA before the inclusion of items (x)(i), (x)(ii), and (x)(iii), plus (d) non-cash charges for increases in closure and post-closure obligations, plus (e) non-cash charges associated with the disposal contract between Waste Management, Inc. and WCA Waste Systems, plus (f)  non-cash charges (or minus non-cash benefits, if applicable) reflecting the adoption of SFAS No. 123 (and all amendments thereto), plus (g) all non-cash charges related to restricted stock and redeemable stock interests granted to officers, directors and employees, plus (h) non-cash expense (or minus non-cash income, if applicable) associated with FAS 133 treatment of any Hedging Agreements, plus (i) non-cash losses on asset sales in an aggregate amount not to exceed $500,000.”

e.           The following is added as new subsection (d) to Section 6.02 of the Credit Agreement:

“(d)           if any Lender is an Impaired Lender, the Swing Line Lender and/or Issuing Lender has entered into arrangements satisfactory to it to eliminate the Swing Line Lender’s and/or Issuing Lender’s risk, as applicable, with respect to the participation in Swing Line Loans and Letters of Credit by all such Impaired Lenders, including creation of a cash collateral account or delivery of other security to assure payment of such Impaired Lender’s Percentage Share of all outstanding Swing Line Loans and Letters of Credit; provided that the foregoing condition shall not preclude the obligation of the Lenders to make Revolving Credit Loans, or prohibit the Borrower from obtaining Revolving Credit Loans, to fund such cash collateral account.”

f.           Section 9.13 of the Credit Agreement is hereby amended and restated in its entirety as follows:

“9.13                       Tangible Net Worth .  The Borrower will