EXHIBIT 10.25
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REFINANCING FACILITY AMENDMENT
TO
AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN
AGREEMENT
Reference is
made to that AMENDED AND RESTATED REVOLVING CREDIT AND TERM
LOAN AGREEMENT (as amended and in effect
from time to time, the "Credit
Agreement") dated as of the 22nd day of
October, 2003, by and among WASTE
CONNECTIONS, INC., a Delaware corporation
(the "Parent"), its Subsidiaries
(together with the Parent, collectively the
"Borrowers"), such banks or other
financial institutions which may become a
party thereto (the "Lenders"), and
FLEET NATIONAL BANK as Administrative Agent
for the Lenders (the "Administrative
Agent"). Capitalized terms used herein
without definition shall have the
respective meanings set forth in the Credit
Agreement.
WHEREAS,
pursuant to the Credit Agreement, the original Term Loan
Lenders
(the "Original Term Loan Lenders") made a
term loan to the Borrowers in the
original principal amount of $175,000,000
(the "Original Term Loan");
WHEREAS, the
Borrowers wish to refinance the Original Term Loan in full
from the proceeds of a Refinancing Term
Loan in the aggregate principal amount
of $200,000,000; and
WHEREAS, the
Borrowers have requested that the Refinancing Term Loan
Lenders and the Administrative Agent enter
into this Refinancing Facility
Amendment in accordance with the terms of
ss.4.7 of the Credit Agreement as set
forth herein (hereafter, this
"Amendment");
NOW, THEREFORE,
in consideration of the foregoing, and for other good and
valuable consideration, the receipt and
sufficiency of which are hereby
acknowledged, the parties hereby agree as
follows:
ss.1.
REFINANCING TERM LOAN.
(a) Subject to the terms and
conditions set forth herein, each of the
undersigned financial institutions identified on the signature
pages
hereto as a "Refinancing Term Loan Lender" (individually, a
"Refinancing Term Loan Lender" and collectively, the "Refinancing
Term
Loan Lenders") agrees to lend to the Borrowers on the Effective
Date
(defined below) that amount set forth opposite its signature hereto
of
the Refinancing Term Loan, which shall be in the aggregate
principal
amount of $200,000,000. For the avoidance of doubt, each of the
Refinancing Term Loan Lenders hereby acknowledges and agrees that
on
the Effective Date that portion of such Refinancing Term Loan
Lender's
Original Term Loan which is in an amount equal to or less than
the
amount set
forth opposite such Refinancing Term Loan Lender's
signature hereto of the Refinancing Term Loan shall be deemed to
have
been repaid in full and automatically, without any action on the
part
of any Person, deemed to have been readvanced in an identical
equal
amount, with such readvanced amount constituting such Refinancing
Term
Loan Lender's Refinancing Term Loan. Upon the request and at
the
direction of the Administrative Agent, each of the Refinancing
Term
Loan Lenders hereby agrees to make any necessary wire transfers
to
such other Term Loan Lenders as directed by the Administrative
Agent
in order for each Refinancing Term Loan Lender's portion of the
Refinancing Term Loan to be consistent with that amount set
forth
opposite its signature hereto.
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(b) Upon payment of the Original Term
Loan (the "March 2004 Prepayment"),
the Refinancing Term Loan shall be thereafter the "Term Loan"
referred
to and as defined in the Credit Agreement, shall constitute an
Obligation of the Borrowers, shall amortize on the schedule and
be
subject to the mandatory and optional prepayment provisions as
set
forth in ss.4 of the Credit Agreement for the Term Loan, and
the
outstanding principal amount thereof shall be due and payable on
the
Term Loan Maturity Date. The Refinancing Term Loan shall bear
interest
from and after the Effective Date as set forth in ss.4.6 of the
Credit
Agreement (as amended by this Amendment). The Borrowers jointly
and
severally promise to pay to the Administrative Agent for the
account
of the Refinancing Term Loan Lenders the principal of and interest
on
the Refinancing Term Loan in accordance with the provisions of ss.4
of
the Credit Agreement (as amended by this Amendment).
(c) Immediately following the March
2004 Prepayment (i) the Credit
Agreement shall be amended in accordance with the provisions of
ss.ss.2 through 4 below, (ii) all references in the Credit
Agreement
and the other Loan Documents to the words "Term Loan" shall be
deemed
to be references to or to relate to the Refinancing Term Loan
advanced
pursuant to this ss.1, (iii) the Refinancing Term Loan shall be
governed by and subject to all of the provisions, terms and
conditions
set forth in the Credit Agreement and the other Loan Documents
in
every respect as though such Refinancing Term Loan had been
originally
referred to therein as the "Term Loan", and (iv) thereafter the
Refinancing Term Loan shall be referred to as the Term Loan. In
furtherance of and not in limitation of the foregoing, and
notwithstanding anything to the contrary contained herein, the
amendments effected by the provisions of ss.ss.2 through 4 below
shall
only be applicable to the Refinancing Term Loan and shall not
be
applicable to the Original Term Loan.
(d) Each Refinancing Term Loan Lender,
by execution of this Amendment,
hereby agrees to be bound by, and shall be entitled to the
benefits
of, all of the terms, conditions and provisions of the Credit
Agreement applicable to the Term Loan Lenders as if such
Refinancing
Term Loan Lender had been one of the lending institutions
originally
executing the Credit Agreement as a "Term Loan Lender"; provided
that
nothing herein shall be construed as making any Refinancing Term
Loan
Lender liable to the Borrowers or the other Lenders in respect of
any
acts or omissions of any party to the Credit Agreement or in
respect
of any other event occurring prior to the Effective Date (except
where
such Refinancing Term Loan Lender was also an Original Term
Loan
Lender). Each Refinancing Term Loan Lender (a) represents and
warrants
that (i) it is duly and legally authorized to enter into this
Amendment, (ii) the execution, delivery and performance of this
Amendment does not conflict with any provision of law or of the
charter or by-laws of the Refinancing Term Loan Lender, or of
any
agreement binding on the Refinancing Term Loan Lender, (iii) all
acts,
conditions and things required to be done and performed and to
have
occurred prior to the execution, delivery and performance of
this
Amendment, and to render the same the legal, valid and binding
obligation of the Refinancing Term Loan Lender, enforceable against
it
in accordance with its terms, have been done and performed and
have
occurred in due and strict compliance with all applicable laws;
(b)
confirms that it has received a copy of the Credit Agreement and
the
Loan Documents, together with copies of the most recent
financial
statements delivered pursuant toss.ss.6.4 and 7.4 thereof and
such
other documents and information as it has deemed appropriate to
make
its own credit analysis and decision to enter into this Amendment;
(c)
agrees that it will, independently and without reliance upon the
other
Lenders or the Administrative Agent and based on such documents
and
information as it shall deem appropriate at the time, continue to
make
its own credit decisions in taking or not taking action under
the
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<PAGE>
Credit Agreement; (d) represents and warrants that it is eligible
to
become a party to the Credit Agreement under the terms and
conditions
of the Credit Agreement as amended hereby; (e) appoints and
authorizes
the Administrative Agent to take such action on its behalf and
to
exercise such powers under the Credit Agreement and the other
Loan
Documents as are delegated to the Administrative Agent by the
terms
thereof, together with such powers as are reasonably incidental
thereto; and (f) agrees that it will perform in accordance with
their
terms all of the obligations which by the terms of the Credit
Agreement are required to be performed by it as a Term Loan
Lender.
(e) The Borrowers shall, within five
(5) days after a request by a
Refinancing Term Loan Lender to the Administrative Agent, deliver
to
each such requesting Refinancing Term Loan Lender a Term Note
evidencing such Refinancing Te
