Interest Rate Swap Agreement
EX-10.3 4 h38486exv10w3.txt INTEREST RATE SWAP AGREEMENT Exhibit 10.3 [COMERICA LOGO] CONFIRMATION Date: July 11, 2006 To: Joe Scarano WCA Waste Corporation Phone: (713) 292-2410 Fax: (713) 292-2455 From: COMERICA BANK Subject: Swap Transaction (Ref: SW1242) The purpose of this communication is to set forth the terms and conditions of the swap transaction entered into on the Trade Date referred to below (the "Swap Transaction@"), between COMERICA BANK ("Party A") and WCA WASTE CORPORATION ("Party B"). This communication constitutes a "Confirmation" as referred to in the Swap Agreement specified below. This confirmation supplements, forms part of, and is subject to, the Master Agreement, which you have already received, between Party A and Party B (the "Swap Agreement"). All provisions contained in, or incorporated by reference to such Swap Agreement shall govern this Confirmation except as expressly modified below. Party A and Party B each represent that entering into the Swap Transaction is authorized and does not violate any laws of its jurisdiction of organization or residence or the terms of any agreement to which it is a party, and it has reached its own conclusions about the Swap Transaction, and any legal, regulatory, tax, accounting or economic consequences arising from the Swap Transaction, and has concluded that the Swap Transaction is suitable in light of its own evaluation of the Swap Transaction and its own financial capabilities and sophistication. This Confirmation incorporates the definitions and provisions contained in the 2000 ISDA Definitions (as published by the International Swaps and Derivatives Association, Inc.) (the "Definitions"). In the event of any inconsistency between those definitions and provisions and this Confirmation, this Confirmation will govern. The terms of the particular Swap Transaction to which this Confirmation relates are as follows: Party A: COMERICA BANK Party B: WCA WASTE CORPORATION Notional Amount: USD 150,000,000.00 Trade Date: July 7, 2006 Effective Date: July 11, 2006 Termination Date: November 1, 2010 , subject to adjustment In accordance with the Modified Following Business Day convention, with respect to a New York and London Banking Day. FIXED AMOUNTS: Fixed Rate Payer: WCA WASTE CORPORATION (Party B) Fixed Rate Payer Payment The last Business Day of March, June, September and December, Dates [or, Period End Dates, commencing September 29, 2006 , to and including September 30, if Delayed Payment or 2010 and the Termination Date, subject to adjustment in Early Payment applies:] accordance with the Modified Following Business Day convention, with respect to a New York Banking Day. Fixed Rate: 5.64% Fixed Rate Day Count Fraction: Actual / 360 FLOATING AMOUNTS: Floating Rate Payer: COMERICA BANK [Party A] Floating Rate Payer Payment The last Business Day of March, June, September and December, commencing Dates [or, Period End Dates, September 29, 2006 , to and including September 30, 2010 and the Termination if Delayed Payment or Date, subject to adjustment in accordance with the Modified Following Business Early Payment applies]: Day convention, with respect to a New York Banking Day. Floating Rate for initial
2 Period: 5.51% Floating Rate Option: USD-LIBOR-BBA Designated Maturity: 3 months with the exception of the final Calculation Period which will be a Linear Interpolation Floating Rate Spread: N/A Floating Rate Day Count Fraction: Actual / 360 Reset Dates: The first day of each Floating Rate Payer Calculation Period CALCULATION AGENT: Comerica Bank OFFICES: Party A is not a Multi branch Party Party B is not a Multi branch Party OTHER PROVISIONS: PAYMENT INSTRUCTIONS FOR PARTY A: COMERICA CHECKING ACCOUNT: # PAYMENT INSTRUCTIONS FOR PARTY B: COMERICA CHECKING ACCOUNT: #
3 Please confirm that the foregoing correctly sets forth the terms of our agreement with respect to the Swap Transaction by signing in the space provided below and sending a copy of the executed Confirmation by fax (248 ###-###-####). It has been a pleasure working with you on this transaction and we look forward to working with you again in the future. CONFIRMED: COMERICA BANK WCA WASTE CORPORATION By: /s/ Michael D. Burck By: /s/ Kevin D. Mitchell ------------------------ ----------------------------------- Name: Michael D. Burck Name: Kevin D. Mitchell Title: Vice President Title: Vice President and Controller 4
