Exhibit 10.22
SECOND
AMENDMENT
TO
AMENDED AND RESTATED REVOLVING
CREDIT AGREEMENT
This SECOND AMENDMENT (this
“Amendment” ) dated as of May 11, 2005, is among
(a) WASTE INDUSTRIES USA, INC., a North Carolina corporation
having its principal place of business at 3301 Benson Drive, Suite
601, Raleigh, North Carolina 27609 (the “Parent”
), and each of the subsidiaries of the Parent (the
“Subsidiaries” and together with the Parent, the
“Borrowers” ), (b) FLEET NATIONAL BANK ,
a national banking association having its principal place of
business at 100 Federal Street, Boston, Massachusetts 02110, and
the other lending institutions listed on the signature pages hereto
(collectively, the “Banks”), (c) FLEET
NATIONAL BANK , as Administrative Agent for the Banks (the
“Administrative Agent” ), (d) WACHOVIA BANK,
N.A. , as Syndication Agent for the Banks (the “
Syndication Agent ”) and (e) BRANCH BANKING AND
TRUST COMPANY , as Documentation Agent for the Banks (the
“ Documentation Agent ”).
WHEREAS, the Borrowers, the Banks, the Administrative
Agent, the Syndication Agent and the Documentation Agent are
parties to that certain Amended and Restated Revolving Credit
Agreement dated as of August 27, 2003 (as amended, the “
Credit Agreement ”);
NOW, THEREFORE,
the Borrowers, the Administrative
Agent and the Banks hereby agree as follows:
§1. Defined
Terms . Capitalized terms which are used herein without
definition and which are defined in the Credit Agreement shall have
the same meanings herein as in the Credit Agreement.
§2. Amendment
to Credit Agreement . Subject to the satisfaction of the conditions
set forth in §4 below, the Credit Agreement is hereby amended
as follows:
(a) Section 7.6 of the Credit
Agreement is hereby amended by deleting the first sentence thereof
and substituting the following in lieu thereof: “The
Borrowers shall not redeem, convert, retire or otherwise acquire
shares of any class of its capital stock or other equity interest,
or make any Distributions, except that (i) any Borrower may make
Distributions to another Borrower and (ii) so long as no Default or
Event of Default then exists or would result from such payment, the
Borrowers may make cash dividend payments in an amount not to
exceed $3,500,000 in any fiscal year without the consent of the
Majority Banks.”
(b) Section 8.6 of the Credit
Agreement is hereby amended by deleting the dollar amount
“$37,000,000” therein and substituting the dollar
amount “$42,000,000” in lieu thereof.
§3. Representations
and Warranties . Each of the Borrowers represents and warrants
to the Administrative Agent and the Banks as follows:
(a) The representations and
warranties of the Borrowers contained in the Credit Agreement, as
amended hereby, (i) were true and correct in all material respects
when made, and (ii) continue to be true and correct in all material
respects on the date hereof, except to the extent such
representations and warranties by their terms are made
