US ECOLOGY, INC. (NASDAQ:ECOL) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement.

The disclosure under Item 2.03 of this Current Report on Form 8-K
(this Current Report) relating to the New Credit Agreement (as
defined below) entered into by US Ecology, Inc. (the Company) is
incorporated by reference into this Item 1.01. Capitalized terms
used and not otherwise defined in this Current Report have the
meanings ascribed to them in the New Credit Agreement, which is
filed as Exhibit 10.1 to this Current Report.

Item 1.02. Termination of a Material Definitive Agreement.

On April 18, 2017, in connection with the Companys entry into the
New Credit Agreement described in Items 1.01 and 2.03 of this
Current Report, the Company terminated its existing credit
agreement, dated as of June 14, 2014 (the Former Credit
Agreement), by and between the Company, as borrower, and Wells
Fargo Bank, National Association. Immediately prior to the
termination of the Former Credit Agreement, there were
approximately $278.3 million of term loans and no revolving loans
outstanding under the Former Credit Agreement. No early
termination penalties were incurred as a result of the
termination of the Former Credit Agreement. However, in
connection with the termination of the Former Credit Agreement,
the Company expects that certain unamortized deferred financing
costs and original issue discount that were to be amortized to
interest expense in future periods will be eliminated from the
balance sheet through a noncash charge to earnings of
approximately $5.4 million in the second quarter of 2017.

Item 2.03. Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of Registrant.

On April 18, 2017, the Company entered into a senior secured
credit agreement (the New Credit Agreement), by and among the
Company, as borrower, the lenders party thereto, as lenders,
Wells Fargo Bank, National Association, as administrative agent
for the lenders, swingline lender and issuing lender, and Bank of
America, N.A., as an issuing lender, that provides for a $500
million, five-year revolving credit facility (the Revolving
Credit Facility), including a $75 million sublimit for the
issuance of standby letters of credit.

Proceeds from the Revolving Credit Facility are restricted for
use solely for (i) the repayment of the indebtedness outstanding
under the Former Credit Agreement, (ii) ongoing working capital
and for other general corporate purposes (including acquisitions
and capital expenditures), and (iii)to pay costs, fees,
commissions and expenses in connection with the transactions
contemplated by the New Credit Agreement. The Company is required
to pay a commitment fee at a rate per annum ranging from 0.175%
to 0.35% on the average daily unused portion of the Revolving
Credit Facility based on the Companys Total Net Leverage Ratio.

The Company may at any time and from time to time prepay
Revolving Credit Loans and Swingline Loans, in whole or in part,
without premium or penalty, subject to the obligation to
indemnify each of the lenders against any actual loss or expense
(including any loss or expense arising from the liquidation or
reemployment of funds obtained by it to maintain a LIBOR Rate
Loan or from fees payable to terminate the deposits from which
such funds were obtained) with respect to the early termination
of any LIBOR Rate Loan. The New Credit Agreement provides for
mandatory prepayment at any time if the Revolving Credit
Outstandings exceed the Revolving Credit Commitment, in an amount
equal to such excess. Subject to certain exceptions, the New
Credit Agreement also provides for mandatory prepayment upon
certain asset dispositions, casualty events and issuances of
indebtedness, the proceeds of which will be applied to borrowings
under the Revolving Credit Facility without requiring the
permanent reduction thereof.

Interest under the Revolving Credit Facility for Revolving Credit
Loans will be determined based on alternative rates that we may
choose in accordance with the New Credit Agreement, including a
Base Rate plus an applicable margin, and LIBOR Rate plus an
applicable margin, depending on our Total Net Leverage Ratio as
set forth in the table below (initially set at LIBOR Rate plus
1.50% or Base Rate plus 0.50%):

Base Rate is defined as the highest of (a)the Prime Rate, (b)the
Federal Funds Rate plus 0.50% and (c) LIBOR for an
Interest Period of one month plus 1% and is subject to a
floor of 1.75% until the Companys swap contract is terminated at
which time the floor will be reduced to 1.00%.

LIBOR Rate is defined as (a) for any interest rate calculation
with respect to a LIBOR Rate Loan, the rate of interest per annum
determined on the basis of the rate as set by the ICE Benchmark
Administration (ICE) for deposits in Dollars for a period equal
to the applicable interest period which appears on Reuters Screen
LIBOR01 Page (or any applicable successor page) at approximately
11:00 a.m. (London time) two (2) London Banking Days prior to the
first day of the applicable interest period and (b) for any
interest rate calculation with respect to a Base Rate Loan, the
rate of interest per annum determined on the basis of the rate as
set by ICE for deposits in Dollars for an Interest Period equal
to one month (commencing on the date of determination of such
interest rate) which appears on the Reuters Screen LIBOR01 Page
(or any applicable successor page) at approximately 11:00 a.m.
(London time) on such date of determination, or, if such date is
not a Business Day, then the immediately preceding Business Day.
LIBOR Rate Loans are subject to a floor of 0.75% until the
Companys swap contract is terminated at which time the floor will
be reduced to 0.00%.

to (i) an unconditional guarantee agreement and (ii) a collateral
agreement, each entered into by the Company and the Companys
existing domestic subsidiaries on April 18, 2017, the Companys
obligations under the New Credit Agreement are (or will be)
jointly and severally and fully and unconditionally guaranteed on
a senior basis by all of the Companys existing and certain future
domestic subsidiaries and are secured by substantially all of the
assets of the Company and the Companys existing and certain
future domestic subsidiaries (subject to certain exclusions),
including 100% of the equity interests of the Companys domestic
subsidiaries and 65% of the voting equity interests of the
Companys directly owned foreign subsidiaries (and 100% of the
non-voting equity interests of the Companys directly owned
foreign subsidiaries).

The New Credit Agreement contains customary restrictive
covenants, subject to certain permitted amounts and exceptions,
including covenants limiting the ability of the Company to incur
additional indebtedness, pay dividends and make other restricted
payments, repurchase shares of our outstanding stock and create
certain liens.

The New Credit Agreement contains financial maintenance
covenants, a maximum Consolidated Total Net Leverage Ratio and a
Consolidated Interest Coverage Ratio. Our Consolidated Total Net
Leverage Ratio as of the last day of any fiscal quarter,
commencing with the fiscal quarter ending June 30, 2017, may not
exceed 3.50 to 1.00, subject to certain exceptions. Our
Consolidated Interest Coverage Ratio as of the last day of any
fiscal quarter, commencing with the fiscal quarter ending June
30, 2017, may not be less than 3.00 to 1.00. Upon the occurrence
of an Event of Default, among other things, amounts outstanding
under the New Credit Agreement may be accelerated and the
commitments may be terminated.

The New Credit Agreement also provides for an incremental term
loan and revolving loan facility, to which we may request that
the lenders under the New Credit Agreement, and potentially other
lenders, provide up to $200 million of either term loans on terms
determined to the relevant Lender Joinder Agreement or revolving
loans on terms substantially consistent with those provided under
the New Credit Agreement. Among other things, the utilization of
the incremental facility is conditioned on no Event of Default
existing, except such condition may be limited to payment and
bankruptcy Events of Default under certain circumstances in
connection with a permitted acquisition.

In the ordinary course of business, certain of the lenders under
the New Credit Agreement and their respective affiliates have
engaged, and may in the future engage, in commercial banking
and/or investment banking transactions with the Company and its
affiliates for which they have in the past received, and may in
the future receive, customary fees.

The foregoing description of the New Credit Agreement does not
purport to be complete and is qualified in its entirety by
reference to the full text of the New Credit Agreement, which is
filed as Exhibit 10.1 to this Current Report and incorporated by
reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

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.

EXHIBIT INDEX

About US ECOLOGY, INC. (NASDAQ:ECOL)

US Ecology, Inc. is a provider of environmental services to commercial and government entities. The Company offers treatment, disposal and recycling of hazardous, non-hazardous and radioactive waste, as well as a range of field and industrial services. The Company operates in two business segments: Environmental Services, and Field & Industrial Services. Its Environmental Services segment provides a range of hazardous material management services, including transportation, recycling, treatment and disposal of hazardous and non-hazardous waste at Company-owned landfill, wastewater and other treatment facilities. The Company’s Field & Industrial Services segment provides packaging and collection of hazardous waste and total waste management solutions at customer sites and through its transfer facilities. Its services include on-site management, waste characterization, transportation and disposal of non-hazardous and hazardous waste.

US ECOLOGY, INC. (NASDAQ:ECOL) Recent Trading Information

US ECOLOGY, INC. (NASDAQ:ECOL) closed its last trading session up +0.03 at 46.35 with 55,167 shares trading hands.