-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FJtx0uqVoEqkwfEdceYFOSVsETjhJiPNRpKkpQII0UvGsPJ+gkec2cqC4BQijf3t yjvNw3GzHL4Bk4hPlauGPQ== 0001015402-04-003693.txt : 20040831 0001015402-04-003693.hdr.sgml : 20040831 20040831125819 ACCESSION NUMBER: 0001015402-04-003693 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20040830 ITEM INFORMATION: Material Modifications to Rights of Security Holders FILED AS OF DATE: 20040831 DATE AS OF CHANGE: 20040831 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN ECOLOGY CORP CENTRAL INDEX KEY: 0000742126 STANDARD INDUSTRIAL CLASSIFICATION: REFUSE SYSTEMS [4953] IRS NUMBER: 953889638 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-11688 FILM NUMBER: 041007562 BUSINESS ADDRESS: STREET 1: 805 W IDAHO STREET 2: STE 200 CITY: BOSIE STATE: ID ZIP: 83702 BUSINESS PHONE: 2083318400 MAIL ADDRESS: STREET 1: 805 W IDAHO STREET 2: STE 200 CITY: BOISE STATE: ID ZIP: 83702 8-K 1 doc1.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 30, 2004 AMERICAN ECOLOGY CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 0-11688 95-3889638 - ------------------------------- ----------------------- ---------------------- (State or other jurisdiction of (Commission File Number) (I.R.S. Employer incorporation or organization) Identification Number) Lakepointe Centre I, 300 E. Mallard, Suite 300 Boise, Idaho 83706 -------------------- (Address of principal executive (Zip Code) offices) (208) 331-8400 -------------- (Registrant's telephone number, including area code) 1 ITEM 3.03 MATERIAL MODIFICATIONS TO RIGHTS OF SECURITY HOLDERS. Effective August 30, 2004 American Ecology Corporation ("the Company") amended the Credit Agreement and Term Loan Agreement with the Company's primary lender to modify and amend certain financial covenants. Provided that the Company complies with such modified and amended financial covenants, and all other terms and conditions of the said Credit Agreements, the Company is allowed to pay dividends. The Amendment to the Credit Agreement is attached as Exhibit 10.50e and incorporated by reference herein. The Amendment to the Term Loan Agreement is attached as Exhibit 10.50f and incorporated by reference herein. On August 31, 2004, the Company issued a press release entitled "AMERICAN ECOLOGY ANNOUNCES $0.25 PER SHARE ANNUAL DIVIDEND". The press release, dated August 31, 2004, is attached as Exhibit 99 and incorporated by reference herein.
Exhibit 10.50e Seventh Amendment to Credit Agreement between American Ecology Corporation and Wells Fargo Bank dated August 30, 2004 Exhibit 10.50f First Amendment to Term Loan Agreement between American Ecology Corporation and Wells Fargo Bank dated August 30, 2004 Exhibit 99 Press Release, dated August 31, 2004, entitled "AMERICAN ECOLOGY ANNOUNCES $0.25 PER SHARE ANNUAL DIVIDEND"
2 SIGNATURES - ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. AMERICAN ECOLOGY CORPORATION (Registrant) Date: August 31, 2004 By:/S/ James R. Baumgardner ------------------------ James R. Baumgardner Senior Vice President, Chief Financial Officer, Secretary and Treasurer 3 EXHIBIT INDEX
Exhibit Description - ------- ----------- Exhibit 10.50e Seventh Amendment to Credit Agreement between American Ecology Corporation and Wells Fargo Bank dated August 30, 2004 Exhibit 10.50f First Amendment to Term Loan Agreement between American Ecology Corporation and Wells Fargo Bank dated August 30, 2004 Exhibit 99 Press Release, dated August 31, 2004, entitled "AMERICAN ECOLOGY ANNOUNCES $0.25 PER SHARE ANNUAL DIVIDEND"
4 EX-10.50E 2 doc2.txt EXHIBIT 10.50E EXHIBIT 10.50E SEVENTH AMENDMENT TO THE CREDIT AGREEMENT This Amendment is made and entered into as of the 30th day of August, 2004, by and between WELLS FARGO BANK, NATIONAL ASSOCIATION, successor to First Security Bank ("Bank"), and AMERICAN ECOLOGY CORPORATION, a Delaware corporation ("Borrower"). R E C I T A L S A. Borrower and Bank entered into a Credit Agreement, dated as of August 17, 2000 (as amended, modified, or supplemented from time to time, the "Credit Agreement"). B. Borrower has asked Bank to amend the Credit Agreement to modify some of the financial covenants and authorize annual dividends to the Borrower's stockholders. C. Bank is willing to amend the Credit Agreement upon the terms and conditions of this Amendment. A M E N D M E N T NOW, THEREFORE, the parties agree as follows. DEFINITIONS. Except as specifically defined otherwise in this Amendment, all of the terms herein shall have the same meaning as contained in the Credit Agreement. AMENDMENTS. AMENDMENTS TO ARTICLE 6 - NEGATIVE COVENANTS. SECTION 6.6 OF THE CREDIT AGREEMENT IS AMENDED TO PERMIT THE DECLARATION AND PAYMENT OF ANNUAL DIVIDENDS, AND THE SECTION SHALL PROVIDE IN ITS ENTIRETY AS FOLLOWS: 6.6 DIVIDENDS. Without Bank's prior written consent, Borrower shall not declare or pay any dividends; or purchase, redeem, retire, or otherwise acquire for value any of its capital stock now or hereafter outstanding; or make any distribution of assets to its shareholders as such whether in cash, assets, or in obligations of the Borrower; or allocate or otherwise set apart any sum for the payment of any dividend or distribution on, or for the purchase, redemption, or retirement of any shares of its capital stock; or make any other distribution by reduction of capital or otherwise in respect of any shares of its capital stock, except that the Borrower (1) may declare and deliver dividends and make distributions payable solely in common stock of the Borrower; (2) may purchase or otherwise acquire shares of its capital stock by exchange for or out of the proceeds received from a substantially concurrent issue of new shares of its capital stock; and (3) may declare and pay an annual dividend as long as on the date the dividend is declared by Borrower, no Event of Default shall have occurred and be continuing, no event or condition that, with the giving of notice or the passage of time or both, would constitute an Event of Default shall have occurred and be continuing, and the payment of the dividend will not result in the occurrence of an Event of Default. AMENDMENTS TO ARTICLE 7 - FINANCIAL COVENANTS SECTION 7.1 OF THE CREDIT AGREEMENT IS AMENDED TO REPLACE THE REQUIREMENT THAT BORROWER MAINTAIN A DEBT SERVICE COVERAGE RATIO WITH A REQUIREMENT THAT BORROWER MAINTAIN A FIXED CHARGE COVERAGE RATIO, AND THE SECTION SHALL PROVIDE IN ITS ENTIRETY AS FOLLOWS: 7.1 FIXED CHARGE COVERAGE RATIO. Borrower shall maintain a ratio of EBITDA to Fixed Charges determined on a rolling 4-quarter basis at the end of each quarter of Borrower's fiscal year of not less than 1.20 to 1.00 for Borrower's 2004 and 2005 fiscal years and not less than 1.25 to 1.00 thereafter. The term "EBITDA" shall mean, for any period, as applied to Borrower, the sum of (1) Borrower's Income from Operations (consistent with GAAP and as reported in the Company's filings with the Securities and Exchange Commission), plus (2) the sum of the following items to the extent they were deducted to compute Borrower's Income from Operations: (a) non-cash accretion of closure/post-closure obligations, plus (b) depreciation, plus (c) amortization, plus (d) other noncash charges. The term "Fixed Charges" shall mean, for any period, the sum of (i) principal and interest payments for indebtedness of Borrower owing to third parties for money borrowed, including capitalized leases of Borrower, paid or scheduled to be paid during the period, plus (ii) all cash payments paid or scheduled to be paid during the period for deferred closure/post closure obligations, plus (iii) all of Borrower's capital expenditures during the period, plus (iv) all dividends paid by Borrower during the period. SECTION 7.2 OF THE CREDIT AGREEMENT IS AMENDED TO MODIFY THE LEVERAGE RATIO TO BE MAINTAINED BY BORROWER BEGINNING AS OF SEPTEMBER 30, 2004, AND THE SECTION SHALL PROVIDE IN ITS ENTIRETY AS FOLLOWS: 7.2 LEVERAGE RATIO. Borrower shall maintain a ratio of Borrower's total liabilities to Borrower's shareholder's equity of not greater than 1.00 to 1.00 at the end of each fiscal quarter and each fiscal year. SECTION 7.3 OF THE CREDIT AGREEMENT IS AMENDED TO MODIFY THE CURRENT RATIO TO BE MAINTAINED BY BORROWER BEGINNING AS OF SEPTEMBER 30, 2004, AND THE SECTION SHALL PROVIDE IN ITS ENTIRETY AS FOLLOWS: 7.3 CURRENT RATIO. Borrower shall maintain at the end of each fiscal quarter and each fiscal year a ratio of current assets to current liabilities of at least 1.50 to 1.00 during Borrower's fiscal year 2004 and at least 2.00 to 1.00 thereafter. CONSENT TO COMMON STOCK REPURCHASE PLAN. From September 1, 2004, through August 31, 2005, Borrower may purchase shares of its common stock in an aggregate amount not to exceed $4,000,000, as long as on the date of each purchase (1) no Event of Default shall have occurred and be continuing, (2) no event or condition that, with the giving of notice or the passage of time or both, would constitute an Event of Default shall have occurred and be continuing, (3) the purchase will not result in the occurrence of an Event of Default, and (4) the purchase does not violate any law. CONDITIONS PRECEDENT. As conditions precedent to Bank's obligation to extend the financial accommodations provided for in this Amendment, Borrower shall execute and deliver, or cause to be executed and delivered, to Bank, in form and substance satisfactory to Bank and its counsel, the following: EVIDENCE OF ALL CORPORATE ACTION BY BORROWER. Certified copies of all corporate action taken by Borrower authorizing its execution and delivery of this Amendment and each other document to be delivered pursuant to this Amendment and its performance of its agreements thereunder. CERTIFICATES OF EXISTENCE. Certificates of good standing or existence that Bank may reasonably require showing that Borrower is in good standing under the laws of the state of its incorporation. PUBLIC RECORD SEARCHES. Uniform Commercial Code financing statement searches, federal and state income tax lien searches, judgment or litigation searches, or other similar searches that Bank may reasonably require and in such form as Bank may reasonably require. ADDITIONAL DOCUMENTATION. Such other approvals, opinions, or documents as Bank may reasonably request. REAFFIRMATION OF LOAN DOCUMENTS. Borrower acknowledges and reaffirms all existing security agreements, financing statements, and any other documents executed in connection with the Credit Agreement. BORROWER'S COVENANTS, REPRESENTATIONS, AND WARRANTIES. In order to induce Bank to enter into this Amendment and to amend the Credit Agreement in the manner provided herein, Borrower acknowledges and reaffirms as true, correct, and complete in all material respects on and as of the date of this Amendment all covenants, representations, and warranties made by Borrower in the Credit Agreement and the other Loan Documents to the same extent as though made on and as of the date of execution of this Amendment. Borrower represents and warrants that the execution, delivery, and performance by the Borrower of this Amendment has been duly authorized by all necessary corporate action. Borrower further represents and warrants that there are no Events of Default or facts which constitute, or with the passage of time and without change will constitute, an Event of Default under the Loan Documents. Borrower further represents that there has been no material adverse change in Borrower's business or financial condition from that reflected in the most recent of Borrower's financial statements that have been delivered to Bank. Borrower further represents and warrants that Borrower has no claims or causes of action of any kind whatsoever against Bank or any of Bank's present or former employees, officers, directors, attorneys, or agents of any kind in their capacity as such (collectively, the "Released Parties") and further, that the Released Parties have performed all of the respective obligations under the Credit Agreement and other Loan Documents and have complied with all provisions therein set forth. Borrower acknowledges and agrees that as of August 27, 2004, the outstanding principal balance of the Revolving Loans is $0.00, and the aggregate stated amount of all Letters of Credit outstanding and available for drawing is $3,258,262.00. COURSE OF DEALING. No course of dealing heretofore or hereafter between Borrower and Bank, or any failure or delay on the part of Bank in exercising any rights or remedies under the Credit Agreement or existing by law shall operate as a waiver of any right or remedy of Bank with respect to said indebtedness, and no single or partial exercise of any right or remedy hereunder shall operate as a waiver or preclusion to the exercise of any other rights or remedies Bank may have in regard to said indebtedness. GOVERNING LAW. This Amendment is made in the State of Idaho, which state the parties agree has a substantial relationship to the parties and to the underlying transaction embodied hereby. Accordingly, in all respects, this Amendment and the Loan Documents and the obligations arising hereunder and thereunder shall be governed by, and construed in accordance with, the laws of the State of Idaho applicable to contracts made and performed in such state and any applicable law of the United States of America. Each party hereby unconditionally and irrevocably waives, to the fullest extent permitted by law, any claim to assert that the law of any jurisdiction other than the State of Idaho governs this Amendment and the Loan Documents. COSTS AND EXPENSES. Borrower shall pay on demand by Bank all Bank Expenses incurred by Bank in connection with the preparation, execution, delivery, filing, recording, and administration of this Amendment or any of the documents contemplated hereby, including, without limitation, the reasonable fees and out of pocket expenses of counsel for Bank with respect to this Amendment and the documents and transactions contemplated hereby. ENTIRE AGREEMENT. The Credit Agreement as amended by this Amendment together with the other Loan Documents supersedes all prior negotiations, understandings, and agreements between the parties, whether oral or written, and all such negotiations, understandings, and agreements are evidenced by the terms of the Loan Documents. The Credit Agreement may not be further altered or amended in any manner except by a writing signed by Bank and Borrower. EFFECTS OF THIS AMENDMENT. This Amendment shall be binding and deemed effective when it is executed by Borrower, accepted and executed by Bank, and all conditions precedent set forth in Section 3 have been fulfilled. All terms, covenants and conditions of the Credit Agreement that have not been modified, amended, or otherwise changed by this Amendment are reaffirmed and remain in full force and effect. COUNTERPARTS. This Amendment may be executed in counterparts and may be delivered by facsimile transmission. Each such counterpart shall constitute an original, but all such counterparts shall constitute but one Amendment. Signature Pages Follow IN WITNESS WHEREOF, Borrower has executed this Amendment as of the date first written above. BORROWER: AMERICAN ECOLOGY CORPORATION By/s/ James R. Baumgardner ------------------------ James R. Baumgardner Sr. Vice President and CFO GUARANTOR'S CONSENT Each Guarantor consents to, acknowledges, and accepts the forgoing Amendment. Each Guarantor affirms and ratifies its Continuing and Unconditional Guaranty made by Guarantor for the benefit of Bank (the "Guaranty"), and confirms that the Guaranty remains in full force and effect and binding upon the Guarantor without any setoffs, defenses, or counterclaims of any kind whatsoever. Each Guarantor also acknowledges and reaffirms all existing security agreements, financing statements, and any other documents the Guarantor executed in connection with the Guaranty or the Credit Agreement. Dated as of August 30, 2004. GUARANTORS: AMERICAN ECOLOGY SERVICES CORPORATION By/s/ James R. Baumgardner ------------------------ James R. Baumgardner Sr. Vice President and CFO AMERICAN ECOLOGY MANAGEMENT CORPORATION By/s/ James R. Baumgardner ------------------------ James R. Baumgardner Vice President and Treasurer TEXAS ECOLOGISTS, INC By/s/ James R. Baumgardner ------------------------ James R. Baumgardner Vice President and Treasurer AMERICAN ECOLOGY RECYCLE CENTER, INC. By/s/ James R. Baumgardner ------------------------ James R. Baumgardner Vice President and Treasurer AMERICAN ECOLOGY ENVIRONMENTAL SERVICES CORPORATION By/s/ James R. Baumgardner ------------------------ James R. Baumgardner Vice President and Treasurer US ECOLOGY, INC. By/s/ James R. Baumgardner ------------------------ James R. Baumgardner Vice President and Treasurer US ECOLOGY IDAHO, INC. By/s/ James R. Baumgardner ------------------------ James R. Baumgardner Vice President and Treasurer BANK'S ACCEPTANCE Accepted and effective as of the 30th day of August, 2004, in the State of Idaho. WELLS FARGO BANK, NATIONAL ASSOCIATION By/s/ Brian W. Cook ----------------- Brian W. Cook, Vice President EX-10.50F 3 doc3.txt EXHIBIT 10.50F EXHIBIT 10.50F FIRST AMENDMENT TO THE TERM LOAN AGREEMENT This Amendment is made and entered into as of the 30th day of August, 2004, by and between WELLS FARGO BANK, NATIONAL ASSOCIATION, successor to First Security Bank ("Bank"), and AMERICAN ECOLOGY CORPORATION, a Delaware corporation ("Borrower"). R E C I T A L S D. Borrower and Bank entered into a Term Loan Agreement, dated as of October 28, 2002 (as amended, modified, or supplemented from time to time, the "Loan Agreement"). E. Borrower has asked Bank to amend the Loan Agreement to modify some of the financial covenants and authorize annual dividends to the Borrower's stockholders. F. Bank is willing to amend the Loan Agreement upon the terms and conditions of this Amendment. A M E N D M E N T NOW, THEREFORE, the parties agree as follows. DEFINITIONS. Except as specifically defined otherwise in this Amendment, all of the terms herein shall have the same meaning as contained in the Loan Agreement. AMENDMENTS. AMENDMENTS TO ARTICLE 6 - NEGATIVE COVENANTS. SECTION 6.6 OF THE LOAN AGREEMENT IS AMENDED TO PERMIT THE DECLARATION AND PAYMENT OF ANNUAL DIVIDENDS, AND THE SECTION SHALL PROVIDE IN ITS ENTIRETY AS FOLLOWS: 6.6 DIVIDENDS. Without Bank's prior written consent, Borrower shall not declare or pay any dividends; or purchase, redeem, retire, or otherwise acquire for value any of its capital stock now or hereafter outstanding; or make any distribution of assets to its shareholders as such whether in cash, assets, or in obligations of the Borrower; or allocate or otherwise set apart any sum for the payment of any dividend or distribution on, or for the purchase, redemption, or retirement of any shares of its capital stock; or make any other distribution by reduction of capital or otherwise in respect of any shares of its capital stock, except that the Borrower (1) may declare and deliver dividends and make distributions payable solely in common stock of the Borrower; (2) may purchase or otherwise acquire shares of its capital stock by exchange for or out of the proceeds received from a substantially concurrent issue of new shares of its capital stock; and (3) may declare and pay an annual dividend as long as on the date the dividend is declared by Borrower, no Event of Default shall have occurred and be continuing, no event or condition that, with the giving of notice or the passage of time or both, would constitute an Event of Default shall have occurred and be continuing, and the payment of the dividend will not result in the occurrence of an Event of Default. AMENDMENTS TO ARTICLE 7 - FINANCIAL COVENANTS SECTION 7.1 OF THE LOAN AGREEMENT IS AMENDED TO REPLACE THE REQUIREMENT THAT BORROWER MAINTAIN A DEBT SERVICE COVERAGE RATIO WITH A REQUIREMENT THAT BORROWER MAINTAIN A FIXED CHARGE COVERAGE RATIO, AND THE SECTION SHALL PROVIDE IN ITS ENTIRETY AS FOLLOWS: 7.1 FIXED CHARGE COVERAGE RATIO. Borrower shall maintain a ratio of EBITDA to Fixed Charges determined on a rolling 4-quarter basis at the end of each quarter of Borrower's fiscal year of not less than 1.20 to 1.00 for Borrower's 2004 and 2005 fiscal years and not less than 1.25 to 1.00 thereafter. The term "EBITDA" shall mean, for any period, as applied to Borrower, the sum of (1) Borrower's Income from Operations (consistent with GAAP and as reported in the Company's filings with the Securities and Exchange Commission), plus (2) the sum of the following items to the extent they were deducted to compute Borrower's Income from Operations: (a) non-cash accretion of closure/post-closure obligations, plus (b) depreciation, plus (c) amortization, plus (d) other noncash charges. The term "Fixed Charges" shall mean, for any period, the sum of (i) principal and interest payments for indebtedness of Borrower owing to third parties for money borrowed, including capitalized leases of Borrower, paid or scheduled to be paid during the period, plus (ii) all cash payments paid or scheduled to be paid during the period for deferred closure/post closure obligations, plus (iii) all of Borrower's capital expenditures during the period, plus (iv) all dividends paid by Borrower during the period. SECTION 7.2 OF THE LOAN AGREEMENT IS AMENDED TO MODIFY THE LEVERAGE RATIO TO BE MAINTAINED BY BORROWER BEGINNING AS OF SEPTEMBER 30, 2004, AND THE SECTION SHALL PROVIDE IN ITS ENTIRETY AS FOLLOWS: 7.2 LEVERAGE RATIO. Borrower shall maintain a ratio of Borrower's total liabilities to Borrower's shareholder's equity of not greater than 1.00 to 1.00 at the end of each fiscal quarter and each fiscal year. SECTION 7.3 OF THE LOAN AGREEMENT IS AMENDED TO MODIFY THE CURRENT RATIO TO BE MAINTAINED BY BORROWER BEGINNING AS OF SEPTEMBER 30, 2004, AND THE SECTION SHALL PROVIDE IN ITS ENTIRETY AS FOLLOWS: 7.3 CURRENT RATIO. Borrower shall maintain at the end of each fiscal quarter and each fiscal year a ratio of current assets to current liabilities of at least 1.50 to 1.00 during Borrower's fiscal year 2004 and at least 2.00 to 1.00 thereafter. CONSENT TO COMMON STOCK REPURCHASE PLAN. From September 1, 2004, through August 31, 2005, Borrower may purchase shares of its common stock in an aggregate amount not to exceed $4,000,000, as long as on the date of each purchase (1) no Event of Default shall have occurred and be continuing, (2) no event or condition that, with the giving of notice or the passage of time or both, would constitute an Event of Default shall have occurred and be continuing, (3) the purchase will not result in the occurrence of an Event of Default, and (4) the purchase does not violate any law. CONDITIONS PRECEDENT. As conditions precedent to Bank's obligation to extend the financial accommodations provided for in this Amendment, Borrower shall execute and deliver, or cause to be executed and delivered, to Bank, in form and substance satisfactory to Bank and its counsel, the following: EVIDENCE OF ALL CORPORATE ACTION BY BORROWER. Certified copies of all corporate action taken by Borrower authorizing its execution and delivery of this Amendment and each other document to be delivered pursuant to this Amendment and its performance of its agreements thereunder. CERTIFICATES OF EXISTENCE. Certificates of good standing or existence that Bank may reasonably require showing that Borrower is in good standing under the laws of the state of its incorporation. PUBLIC RECORD SEARCHES. Uniform Commercial Code financing statement searches, federal and state income tax lien searches, judgment or litigation searches, or other similar searches that Bank may reasonably require and in such form as Bank may reasonably require. ADDITIONAL DOCUMENTATION. Such other approvals, opinions, or documents as Bank may reasonably request. REAFFIRMATION OF LOAN DOCUMENTS. Borrower acknowledges and reaffirms all existing security agreements, financing statements, and any other documents executed in connection with the Loan Agreement. BORROWER'S COVENANTS, REPRESENTATIONS, AND WARRANTIES. In order to induce Bank to enter into this Amendment and to amend the Loan Agreement in the manner provided herein, Borrower acknowledges and reaffirms as true, correct, and complete in all material respects on and as of the date of this Amendment all covenants, representations, and warranties made by Borrower in the Loan Agreement and the other Loan Documents to the same extent as though made on and as of the date of execution of this Amendment. Borrower represents and warrants that the execution, delivery, and performance by the Borrower of this Amendment has been duly authorized by all necessary corporate action. Borrower further represents and warrants that there are no Events of Default or facts which constitute, or with the passage of time and without change will constitute, an Event of Default under the Loan Documents. Borrower further represents that there has been no material adverse change in Borrower's business or financial condition from that reflected in the most recent of Borrower's financial statements that have been delivered to Bank. Borrower further represents and warrants that Borrower has no claims or causes of action of any kind whatsoever against Bank or any of Bank's present or former employees, officers, directors, attorneys, or agents of any kind in their capacity as such (collectively, the "Released Parties") and further, that the Released Parties have performed all of the respective obligations under the Loan Agreement and other Loan Documents and have complied with all provisions therein set forth. Borrower acknowledges and agrees that as of August 27, 2004, the outstanding principal balance of the Term Loans is $4,549,999.93. COURSE OF DEALING. No course of dealing heretofore or hereafter between Borrower and Bank, or any failure or delay on the part of Bank in exercising any rights or remedies under the Loan Agreement or existing by law shall operate as a waiver of any right or remedy of Bank with respect to said indebtedness, and no single or partial exercise of any right or remedy hereunder shall operate as a waiver or preclusion to the exercise of any other rights or remedies Bank may have in regard to said indebtedness. GOVERNING LAW. This Amendment is made in the State of Idaho, which state the parties agree has a substantial relationship to the parties and to the underlying transaction embodied hereby. Accordingly, in all respects, this Amendment and the Loan Documents and the obligations arising hereunder and thereunder shall be governed by, and construed in accordance with, the laws of the State of Idaho applicable to contracts made and performed in such state and any applicable law of the United States of America. Each party hereby unconditionally and irrevocably waives, to the fullest extent permitted by law, any claim to assert that the law of any jurisdiction other than the State of Idaho governs this Amendment and the Loan Documents. COSTS AND EXPENSES. Borrower shall pay on demand by Bank all Bank Expenses incurred by Bank in connection with the preparation, execution, delivery, filing, recording, and administration of this Amendment or any of the documents contemplated hereby, including, without limitation, the reasonable fees and out of pocket expenses of counsel for Bank with respect to this Amendment and the documents and transactions contemplated hereby. ENTIRE AGREEMENT. The Loan Agreement as amended by this Amendment together with the other Loan Documents supersedes all prior negotiations, understandings, and agreements between the parties, whether oral or written, and all such negotiations, understandings, and agreements are evidenced by the terms of the Loan Documents. The Loan Agreement may not be further altered or amended in any manner except by a writing signed by Bank and Borrower. EFFECTS OF THIS AMENDMENT. This Amendment shall be binding and deemed effective when it is executed by Borrower, accepted and executed by Bank, and all conditions precedent set forth in Section 3 have been fulfilled. All terms, covenants and conditions of the Loan Agreement that have not been modified, amended, or otherwise changed by this Amendment are reaffirmed and remain in full force and effect. COUNTERPARTS. This Amendment may be executed in counterparts and may be delivered by facsimile transmission. Each such counterpart shall constitute an original, but all such counterparts shall constitute but one Amendment. Signature Pages Follow IN WITNESS WHEREOF, Borrower has executed this Amendment as of the date first written above. BORROWER: AMERICAN ECOLOGY CORPORATION By/s/ James R. Baumgardner ------------------------ James R. Baumgardner Sr. Vice President and CFO GUARANTOR'S CONSENT Each Guarantor consents to, acknowledges, and accepts the forgoing Amendment. Each Guarantor affirms and ratifies its Continuing and Unconditional Guaranty made by Guarantor for the benefit of Bank (the "Guaranty"), and confirms that the Guaranty remains in full force and effect and binding upon the Guarantor without any setoffs, defenses, or counterclaims of any kind whatsoever. Each Guarantor also acknowledges and reaffirms all existing security agreements, financing statements, and any other documents the Guarantor executed in connection with the Guaranty or the Loan Agreement. Dated as of August 30, 2004. GUARANTORS: AMERICAN ECOLOGY SERVICES CORPORATION By/s/ James R. Baumgardner ------------------------ James R. Baumgardner Sr. Vice President and CFO AMERICAN ECOLOGY MANAGEMENT CORPORATION By/s/ James R. Baumgardner ------------------------ James R. Baumgardner Vice President and Treasurer TEXAS ECOLOGISTS, INC By/s/ James R. Baumgardner ------------------------ James R. Baumgardner Vice President and Treasurer AMERICAN ECOLOGY RECYCLE CENTER, INC. By/s/ James R. Baumgardner ------------------------ James R. Baumgardner Vice President and Treasurer AMERICAN ECOLOGY ENVIRONMENTAL SERVICES CORPORATION By/s/ James R. Baumgardner ------------------------ James R. Baumgardner Vice President and Treasurer US ECOLOGY, INC. By/s/ James R. Baumgardner ------------------------ James R. Baumgardner Vice President and Treasurer US ECOLOGY IDAHO, INC. By/s/ James R. Baumgardner ------------------------ James R. Baumgardner Vice President and Treasurer BANK'S ACCEPTANCE Accepted and effective as of the 30th day of August, 2004, in the State of Idaho. WELLS FARGO BANK, NATIONAL ASSOCIATION By/s/ Brian W. Cook ----------------- Brian W. Cook, Vice President EX-99 4 doc4.txt EXHIBIT 99 EXHIBIT 99 NEWS RELEASE For Immediate Release / August 31, 2004 Contact: Chad Hyslop or Jim Baumgardner (208) 331-8400 info@americanecology.com www.americanecology.com - ------------------------ ----------------------- AMERICAN ECOLOGY ANNOUNCES $0.25 PER SHARE ANNUAL DIVIDEND COMPANY SETS SEPTEMBER 30 RECORD DATE BOISE, Idaho - President and Chief Executive Officer Stephen Romano today announced that the Board of Directors of American Ecology Corporation [NASDAQ: ECOL] has declared a $0.25 per common share annual dividend for stockholders of record on September 30, 2004. The Company will pay the dividend on October 15, 2004. "Due to the strong operating leverage of its core waste disposal business, we are confident American Ecology can deliver sustained earnings growth and pay an annual dividend going forward," Romano stated, adding, "The Company's free cash flow is sufficient to fund an annual dividend while also funding all of the capital investments required to support its growth initiatives." Since a management change in late 2001, American Ecology has exited all non-core businesses, resolved a series of longstanding lawsuits, improved operational efficiency, reduced overhead costs and paid down debt. During this time, the Company has also spent approximately $6.4 million to eliminate all preferred stock and paid a former bank $5.5 million to purchase and retire an outstanding warrant for approximately 8% of the Company's stock at a price of $4.07 per underlying common share. "These recent efforts have greatly improved American Ecology's balance sheet, simplified its capital structure and removed potentially dilutive overhang on the Company's stock," commented Senior Vice President and Chief Financial Officer Jim Baumgardner. On August 3, 2004 the Company reported 17,229,718 common shares outstanding. Management estimates that approximately $4.3 million will be paid out for this annual dividend. At June 30, 2004, the Company reported $9.6 million in cash and short-term investments. "The hard work of the past several years has produced a lean, focused organization with strong free cash flow," Romano stated, concluding "American Ecology is very pleased to be in a position to aggressively pursue growth while also distributing this dividend to its shareholders." THIRD QUARTER RESULTS The Company will announce financial results for the quarter ending September 30, 2004 after the stock market closes on Tuesday, October 19, 2004. Management will host an investor conference call on Wednesday, October 20, 2004 at 10 a.m. mountain time to discuss the financial results for the quarter and the dividend. ABOUT AMERICAN ECOLOGY American Ecology Corporation, through its subsidiaries, provides radioactive, PCB, hazardous, and non-hazardous waste services to commercial and government customers throughout the United States, such as nuclear power plants, steel mills, medical and academic institutions and petro-chemical facilities. Headquartered in Boise, Idaho, the Company is the oldest radioactive and hazardous waste services company in the United States. This press release contains forward-looking statements that are based on management's current expectations, beliefs, and assumptions about the industry and markets in which American Ecology Corporation and its subsidiaries operate. Actual results may differ materially from what is expressed herein and no assurance can be given that the Company can successfully generate earnings, implement its growth plan or declare or pay future dividends. For information on other factors that could cause actual results to differ from expectations, please refer to American Ecology Corporation's Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission. ### -----END PRIVACY-ENHANCED MESSAGE-----