Exhibit 10.1

EXECUTION VERSION

AMENDMENT AND RESTATEMENT AGREEMENT, dated as of November 10, 2016 (this “Agreement”), by and among Advanced Disposal Services, Inc., a Delaware corporation (the “Borrower”), Deutsche Bank Trust Company Americas, as administrative agent and as collateral agent (the “Existing Administrative Agent”), Deutsche Bank AG, New York Branch, as administrative agent and as collateral agent (the “New Administrative Agent”), each Guarantor party hereto (collectively, the “Guarantors” and individually, a “Guarantor”) and each lender party hereto (collectively, the “Lenders” and individually, a “Lender”), to (i) the Credit Agreement dated as of October 9, 2012, among the Borrower, Advanced Disposal Waste Holdings Corp., a Delaware corporation, and the lenders party thereto (collectively, the “Existing Lenders” and individually, an “Existing Lender”) and the Existing Administrative Agent, (as amended by Amendment No. 1 as of February 8, 2013, Amendment No. 2 as of February 14, 2014 and Amendment No. 3 as of February 4, 2016, the “Existing Credit Agreement”) and (ii) the Guarantee and Collateral Agreement dated as of November 20, 2012, among the Borrower, the Guarantors party thereto, and the Existing Administrative Agent (as amended, restated, modified and/or supplemented from time to time, the “Existing Guarantee and Collateral Agreement”).  Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Amended and Restated Credit Agreement (as defined below).

WHEREAS, term loans are outstanding pursuant to the Existing Credit Agreement immediately prior to the Restatement Effective Date in an aggregate principal amount of $1,359,500,000.00 (the “Original Term Loans”);

WHEREAS, (i) in accordance with Section 9.08 of the Existing Credit Agreement, the Borrower, the New Administrative Agent, the Converting Term Lenders (as defined below) and Deutsche Bank AG New York Branch, as the Initial Term Lender (the “Initial Term Lender”), wish to amend the Existing Credit Agreement to enable the Borrower to refinance and replace in full the outstanding Original Term Loans under the Credit Agreement with Replacement Term Loans (the “Term Loans”) in accordance with Section 9.08(d) (the “Term Loan Refinancing”) and substantially concurrently with, but immediately after giving effect to, the Term Loan Refinancing, effect certain other amendments to the Existing Credit Agreement as set forth on Exhibit A hereto, including the replacement in full of the existing Revolving Credit Commitments (the “Existing Revolving Credit Commitments”) with new Revolving Credit Commitments (the “New Revolving Credit Commitments”) provided by each Person set forth on Schedule 2.01(a) to the Amended and Restated Credit Agreement that submits a Consent to this Agreement (a “Consent”) as a Revolving Credit Lender (each a “New Revolving Credit Lender”) and (ii) in accordance with Section 9.08 of the Credit Agreement and Section 27 of the Guarantee and Collateral Agreement, the Borrower, the New Administrative Agent, the Converting Term Lenders, the Initial Term Lender and the Guarantors wish to amend the Guarantee and Collateral Agreement to effect certain amendments thereto as set forth on Exhibit B hereto;

WHEREAS, upon the effectiveness of this Agreement, each Existing Lender that shall have executed and delivered a Consent as a Term Lender electing the “Cashless Settlement Option” (each, a “Converting Term Lender”) shall be deemed to have converted all (or such lesser amount allocated to such Existing Lender by the Lead Arrangers and notified to such Existing Lender in writing by the New Administrative Agent) of its Original Term Loans (which

Original Term Loans shall thereafter no longer be deemed to be outstanding) into Term Loans (such converted Term Loans, the “Converted Term Loans”) under the Amended and Restated Credit Agreement in the same aggregate principal amount as such Existing Lender’s Original Term Loans (or such lesser amount allocated to such Lender by the Lead Arrangers and notified to such Existing Lender in writing by the New Administrative Agent), and such Existing Lender shall thereafter be a “Term Lender” under the Amended and Restated Credit Agreement;

WHEREAS, upon the effectiveness of this Agreement, (i) the Original Term Loans of each Existing Lender that shall have executed and delivered a Consent as a Term Lender electing the “Post-Closing Settlement Option” and each Existing Lender that shall not have executed a Consent hereto (collectively, the “Non-Converting Term Lenders”) shall be repaid in full, and the Borrower shall pay to each such Existing Lender all accrued and unpaid interest on the Original Term Loans held by it to, but not including, the Restatement Effective Date and (ii) the Initial Term Lender shall make a Term Loan (the “Additional Term Loan”) to the Borrower in a principal amount equal to $1,500,000,000 minus the aggregate principal amount of all Converted Term Loans;

WHEREAS, the Borrower, the Existing Administrative Agent and the New Administrative Agent desire to replace the Existing Administrative Agent, as administrative agent and collateral agent under the Existing Credit Agreement, with the New Administrative Agent and to amend or otherwise modify each applicable Loan Document to effect such replacement;

WHEREAS, each of the Initial Term Lender and, by submitting a Consent hereto, each Converting Term Lender and each New Revolving Credit Lender has consented to the amendments described herein;

NOW, THEREFORE, in consideration of the premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

Section 1.                                           Term Loan Refinancing.

(a)                                 The Borrower confirms and agrees that (i) it has requested Replacement Term Loans on the Restatement Effective Date in an aggregate principal amount (including any Converted Term Loans) not in excess of $1,500,000,000 from the Lenders and which Term Loans, after giving effect to the other amendments described in Section 2 below, shall be on the terms set forth in the Amended and Restated Credit Agreement, (ii) one Business Day prior to the Restatement Effective Date, the Borrower will deliver to the New Administrative Agent a Borrowing Request with respect to the borrowing of the Additional Term Loan and (iii) on the Restatement Effective Date, the Borrower will borrow (and hereby requests funding of) the full amount of the Additional Term Loans from the Initial Term Lender.

(b)                                 The Initial Term Lender hereby agrees, on the Restatement Effective Date and on the terms and conditions set forth herein and in the Amended and Restated Credit

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Agreement, to make its Term Loans in accordance with Section 2.01 of the Amended and Restatement Credit Agreement.  Each Converting Term Lender hereby agrees, on the Restatement Effective Date and on the terms and conditions set forth herein and in the Amended and Restated Credit Agreement that all (or such lesser amount allocated to such Converting Term Lender by the Lead Arrangers and notified to such Converting Term Lender in writing by the New Administrative Agent) of its Original Term Loans shall be converted into Term Loans under the Amended and Restated Credit Agreement in the same aggregate principal amount as such Converting Term Lender’s Original Term Loans (or such lesser amount allocated to such Lender by the Lead Arrangers and notified to such Converting Term Lender in writing by the New Administrative Agent).  Each of such parties shall, effective on the Restatement Effective Date, be party to the Amended and Restated Credit Agreement as a Term Lender.

(c)                                  The Converting Term Lenders agree that (i) at all times prior to the Restatement Effective Date, the Converting Term Lenders will be bound by all obligations, and shall have all the rights, of a Term Lender under the Existing Credit Agreement and (ii) effective on and at all times after the Restatement Effective Date, the Converting Term Lenders will be bound by all obligations, and shall have all of the rights, of a Term Lender under the Amended and Restated Credit Agreement.

(d)                                 On the Restatement Effective Date, the Borrower shall apply the aggregate proceeds of the Additional Term Loan made on the Restatement Effective Date to prepay in full all outstanding Original Term Loans of the Borrower immediately prior to the Restatement Effective Date other than the Converted Term Loans.

(e)                                  The transactions contemplated by this Section 1 shall collectively constitute a voluntary prepayment of the Term Loans by the Borrower pursuant to Section 2.12 of the Existing Credit Agreement.

Section 2.                                           Amendment and Restatement of Existing Credit Agreement; Amendment and Restatement of Collateral and Guarantee Agreement.  The parties hereto agree that upon the Restatement Effective Date and substantially concurrently with, but immediately after, the Term Loan Refinancing:

(a)                                 The Existing Credit Agreement (including all Schedules and Exhibits thereto) shall be amended such that on the Restatement Effective Date, the terms set forth in the “Amended and Restated Credit Agreement” attached hereto as Exhibit A (the “Amended and Restated Credit Agreement”) shall replace the terms of the Existing Credit Agreement in its entirety and, as of the Restatement Effective Date, each of the parties hereto shall be a party to the Amended and Restated Credit Agreement.  In connection with the amendments to the Existing Credit Agreement pursuant to this Section 2(a), all Existing Revolving Credit Commitments shall be terminated and replaced with the New Revolving Credit Commitments of the New Revolving Credit Lenders as set forth on Schedule 2.01(a) to the Amended and Restated Credit Agreement.  Effective as of the Restatement Effective Date, and at all times thereafter, the New Revolving Credit Lenders will be bound by all obligations, and shall have all of the rights, of a Revolving Credit Lender under the Amended and Restated Credit Agreement

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(b)                                 The Guarantee and Collateral Agreement (including all Schedules and Exhibits thereto) shall be amended such that on the Restatement Effective Date, the terms set forth in the “Amended and Restated Guarantee and Collateral Agreement” attached hereto as Exhibit B (the “Amended and Restated Guarantee and Collateral Agreement”) shall replace the terms of the Existing Guarantee and Collateral Agreement in its entirety, and as of the Restatement Effective Date, each of the parties hereto shall be a party to the Amended and Restated Guarantee and Collateral Agreement.

Section 3.                                           Resignation and Appointment of Administrative Agent.

(a)                                 Substantially concurrently with the amendments to the Existing Credit Agreement described in Section 2 hereof, pursuant to Section 8.09 of the Existing Credit Agreement, (i) the Required Lenders (as defined in the Existing Credit Agreement) and the Borrower hereby accept the resignation of the Existing Administrative Agent as the Administrative Agent under the Loan Documents, (ii) the Required Lenders hereby appoint Deutsche Bank AG New York Branch to act as the New Administrative Agent, (iii) the Borrower hereby consents to the appointment of Deutsche Bank AG New York Branch as the New Administrative Agent and (iv) each of the parties hereto waives any applicable notice period or consent requirements under the Loan Documents with respect to the actions described in the preceding clauses (i), (ii) and (iii), in each case effective as of the Restatement Effective Date.

(b)                                 The Existing Administrative Agent and the New Administrative Agent are hereby authorized by the Lenders to enter into any amendments to any Loan Document or other documentation (including the Resignation and Assignment Agreement substantially in the form of Exhibit C hereto (the “Resignation and Assignment Agreement”)) or assignments and to take such actions (including making filings) desirable to effect such resignation and appointment.  Further, the Required Lenders, on behalf of the Lenders, hereby agree to be bound by the Resignation and Assignment Agreement.  The parties hereto agree that, upon the Restatement Effective Date, Deutsche Bank AG New York Branch shall succeed to and become vested with all the rights, powers and duties of the Administrative Agent under the Amended and Restated Term Loan Credit Agreement and the other Loan Documents, and the term “Administrative Agent” shall mean Deutsche Bank AG New York Branch.  Upon the Restatement Effective Date, Deutsche Bank Trust Company Americas’ duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of Deutsche Bank Trust Company Americas or any parties to the Amended and Restated Term Loan Credit Agreement.

(c)                                  Following the resignation of the Existing Administrative Agent on the Restatement Effective Date, the provisions of the Loan Documents, including Article VIII and Sections 9.05 of the Amended and Restated Credit Agreement, shall inure to its benefit as to any actions taken or omitted to be taken by it in its capacity as Administrative Agent while it was the Administrative Agent under the Amended and Restated Credit Agreement and after its resignation as Existing Administrative Agent solely in connection with the Assignment Agreement.

Section 4.                                           Breakage.  By consenting to this Agreement, each Lender party hereby agree not to make any claims to the Borrower pursuant to Section 2.16 of the Amended

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and Restated Credit Agreement with respect to any loss or expense that such Lender may sustain or incur as a consequence of any Breakage Event caused by the Term Loan Refinancing on the Restatement Effective Date.  It is understood that any party receiving an assignment of Term Loans from the Initial Term Lender following the Restatement Effective Date as part of the primary syndication of the Term Loans shall agree to abide by this Section 4, as part of the consideration for, and as a condition to, such assignment.

Section 5.                                           Representations and Warranties, No Default.  The Borrower hereby represents and warrants that as of the Restatement Effective Date, after giving effect to the amendments set forth in this Agreement, (i) no Default or Event of Default exists and is continuing under the Existing Credit Agreement or would exist under the Amended and Restated Credit Agreement and (ii) all representations and warranties contained in the Amended and Restated Credit Agreement are true and correct in all material respects (except that any representation or warranty that is already qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the date hereof with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date.

Section 6.                                           Effectiveness.  This Agreement shall become effective on the date (such date, if any, the “Restatement Effective Date”) that the following conditions have been satisfied:

(i)                                     Consents.  The New Administrative Agent shall have received executed signature pages hereto from the Initial Term Lender, each Converting Term Lender, each of the New Revolving Credit Lenders, the Borrower and each of the Guarantors.

(ii)                                  Resignation and Assignment Agreement.  The New Administrative Agent, the Existing Administrative Agent and the Borrower shall have entered into that certain Resignation and Assignment Agreement.

(iii)                               Fees.  The New Administrative Agent shall have received all accrued and unpaid interest on the Original Term Loans and the Existing Revolving Credit Commitments, all fees required to be paid, and all expenses for which reasonably detailed invoices have been presented (including the reasonable fees and expenses of legal counsel), on or before the Restatement Effective Date.

(iv)                              Security Documents.  The New Administrative Agent shall have received the Perfection Certificate and each Security Document (as defined in the Amended and Restated Guarantee and Collateral Agreement) required to be executed on the Restatement Effective Date, duly executed by each Loan Party thereto, together with:

(1)                            certificates, if any, representing the Pledged Collateral referred to therein;

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(2)                            evidence that all other actions, recordings and filings required by the Security Documents that the New Administrative Agent may deem reasonably necessary to satisfy the Guarantee and Collateral Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the New Administrative Agent;

(v)                                 Officer’s Certificate. The New Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower dated the Restatement Effective Date certifying that (a) all representations and warranties shall be true and correct in all material respects (except that any representation or warranty that is already qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the Restatement Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date and (b) no Event of Default or event which with the giving of notice or lapse of time or both would be an Event of Default, shall have occurred and be continuing under the Existing Credit Agreement or would exist under the Amended and Restated Credit Agreement.

(vi)                              Secretary Certificate. The New Administrative Agent shall have received a certificate of the Secretary or Assistant Secretary or similar officer of the Borrower and each Guarantor, dated the Restatement Effective Date and certifying:

(A)                               that attached thereto is a true and complete copy of the certificate or articles of incorporation or formation, including all amendments thereto, of such Loan Party, certified as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing of such Loan Party as of a recent date, from such Secretary of State;

(B)                               that attached thereto is a true and complete copy of the by-laws or operating agreement of such Loan Party as in effect on the Restatement Effective Date and at all times since a date prior to the date of the resolutions described in clause (C) below,

(C)                               that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors or other governing body of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Loan Party is a party and, that such resolutions have not been modified, rescinded or amended and are in full force and effect;

(D)                               that the certificate or articles of incorporation or formation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (A) above, and

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(E)                                as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party.

(vii)                           Legal Opinions.

(1)                            The New Administrative Agent shall have received a favorable legal opinion of Shearman & Sterling LLP, counsel to the Loan Parties, dated the Restatement Effective Date, covering due incorporation, due authorization, due execution and no conflicts (subject to customary assumptions, qualifications and limitations), in a form reasonably satisfactory to the New Administrative Agent.

(2)                            The New Administrative Agent shall have received a favorable legal opinion of Rogers Towers, P.A., local counsel to the Florida and Georgia Loan Parties, dated the Restatement Effective Date, covering due incorporation, due authorization, due execution and no conflicts (subject to customary assumptions, qualifications and limitations), in a form reasonably satisfactory to the New Administrative Agent.

(3)                            The New Administrative Agent shall have received a favorable legal opinion of DeWitt Ross & Stevens S.C., local counsel to the Wisconsin Loan Parties, dated the Restatement Effective Date, covering due incorporation, due authorization, due execution and no conflicts (subject to customary assumptions, qualifications and limitations), in a form reasonably satisfactory to the New Administrative Agent.

(4)                            The New Administrative Agent shall have received a favorable legal opinion of McCarter & English, LLP, local counsel to the Pennsylvania Loan Parties, dated the Restatement Effective Date, covering due incorporation, due authorization, due execution and no conflicts (subject to customary assumptions, qualifications and limitations), in a form reasonably satisfactory to the New Administrative Agent.

(5)                            The New Administrative Agent shall have received a favorable legal opinion of Freeborn & Peters LLP, local counsel to the Illinois Loan Parties, dated the Restatement Effective Date, covering due incorporation, due authorization, due execution and no conflicts (subject to customary assumptions, qualifications and limitations), in a form reasonably satisfactory to the New Administrative Agent.

(viii)                        Flood Compliance. With respect to each Mortgaged Property, the New Administrative Agent shall have received a “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination and, to the extent that such Mortgaged Property is located in a special flood hazard area, a notice about special flood

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hazard area status and flood disaster assistance duly executed by each Loan Party relating thereto;

Section 7.                                           Post-Closing Real-Estate.  On or before a date that is 60 days following the Restatement Effective Date (which period may be extended by the New Administrative Agent in its sole discretion), the Borrower shall (i) execute and deliver amended and  restated Mortgages with respect to the Mortgages encumbering the Mortgaged Properties to the New Administrative Agent for recordation in the appropriate real property records of the county or parish, as applicable, in which the Mortgaged Property encumbered thereby is located and (ii) cause the other Guarantee and Collateral Requirements applicable to each such Mortgaged Property to be satisfied.

Section 8.                                           Post-Closing Matters.  The Borrower shall complete the tasks set forth on Schedule I hereto, in each case within the time limits specified on such schedule subject to extension by the New Administrative Agent in its sole discretion.

Section 9.                                           Counterparts.  This Agreement may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute a single instrument.  Delivery of an executed counterpart of a signature page of this Agreement by facsimile, .pdf or any other electronic transmission shall be effective as delivery of a manually executed counterpart hereof.

Section 10.                                    Applicable Law.

(a)                                 THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, ANY CLAIMS SOUNDING IN CONTRACT LAW OR TORT LAW ARISING OUT OF THE SUBJECT MATTER HEREOF) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

(b)                                 ANY LEGAL ACTION OR PROCEEDING ARISING UNDER THIS AGREEMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS AGREEMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY HERETO CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS.  EACH PARTY HERETO IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER

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HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS AGREEMENT OR ANY OTHER DOCUMENT RELATED HERETO.  EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT IN THE MANNER PROVIDED FOR NOTICES (OTHER THAN TELECOPIER) IN SECTION 9.01 OF EXHIBIT A HERETO.  NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

Section 11.                                    Headings.  The headings of this Agreement are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

Section 12.                                    Effect of Agreement.  Except as expressly set forth herein, (i) this Agreement shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders, the Existing Administrative Agent, Collateral Agent, any other Agent or the Issuing Bank, in each case under the Existing Credit Agreement or any other Loan Document, and (ii) shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other provision of either such agreement or any other Loan Document.  Each and every term, condition, obligation, covenant and agreement contained in the Existing Credit Agreement or any other Loan Document is hereby ratified and re-affirmed in all respects and shall continue in full force and effect.  This Agreement shall constitute a Loan Document for purposes of the Existing Credit Agreement and from and after the Restatement Effective Date, all references to the Existing Credit Agreement in any Loan Document and all references in the Existing Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Existing Credit Agreement, shall, unless expressly provided otherwise, refer to the Amended and Restated Credit Agreement.  The Borrower hereby consents to this Agreement and confirms that all obligations thereof under the Loan Documents shall continue to apply to the Amended and Restated Credit Agreement.

Section 13.                                    WAIVER OF RIGHT TO TRIAL BY JURY.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR IN RESPECT OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS AGREEMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS AGREEMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY (a) AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE

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DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 13 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY; (b) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (c) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 13.

[Remainder of Page Intentionally Left Blank].

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

The foregoing instrument was acknowledged before me this 9 day of NOV, 2016 by Steven R. Carn, Chief Financial Officer and Treasurer of the Company, who is personally known to me or who has produced License as identification.

[Signature Page to ADS — Amendment and Restatement Agreement to Credit Agreement]

[Signature Page to ADS — Amendment and Restatement Agreement to Credit Agreement]

[Signature Page to ADS — Amendment and Restatement Agreement to Credit Agreement]

[Signature Page to ADS — Amendment and Restatement Agreement to Credit Agreement]

[Signature Page to ADS — Amendment and Restatement Agreement to Credit Agreement]

[Signature Page to ADS — Amendment and Restatement Agreement to Credit Agreement]

[Signature Page to ADS — Amendment and Restatement Agreement to Credit Agreement]

[Signature Page to ADS — Amendment and Restatement Agreement to Credit Agreement]

[Signature Page to ADS — Amendment and Restatement Agreement to Credit Agreement]

[Signature Page to ADS — Amendment and Restatement Agreement to Credit Agreement]

TERM LENDER CONSENT TO AMENDMENT

CONSENT (this “Consent”) to the Amendment and Restatement Agreement (the “Agreement”), by and among ADVANCED DISPOSAL SERVICES, INC. (the “Borrower”), the Guarantors party thereto, DEUTSCHE BANK TRUST COMPANY AMERICAS (the “Existing Administrative Agent”), DEUTSCHE BANK AG NEW YORK BRANCH (in the capacity as successor Administrative Agent under the Loan Documents, the “New Administrative Agent”) and each lender party thereto (collectively, the “Lenders” and individually, a “Lender”).  Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Agreement.

The undersigned Existing Lender hereby irrevocably and unconditionally approves the Agreement and consents as follows (check ONE option):

Cashless Settlement Option

o                                    to convert 100% of the outstanding principal amount of the Original Term Loans under the Existing Credit Agreement held by such Existing Lender (or such lesser amount allocated to such Existing Lender by Arrangers as notified to such Lender by the New Administrative Agent) into Term Loans under the Amended and Restated Credit Agreement in a like principal amount.  In the event a lesser amount is allocated the difference between the current amount and the allocated amount will be prepaid on the Restatement Effective Date.  In the event that such Existing Lender wishes to be allocated an amount greater than 100% of the outstanding principal amount of the Original Term Loans under the Existing Credit Agreement held by such Existing Lender, please indicate such amount here: $            (or such lesser amount as may be allocated to such Lender by the Arrangers as notified to such Lender by the New Administrative Agent).

Post-Closing Settlement Option

o                                    to have 100% of the outstanding principal amount of the Original Term Loans under the Existing Credit Agreement held by such Existing Lender prepaid on the Restatement Effective Date and purchase by assignment the same principal amount of Term Loans under the Amended and Restated Credit Agreement (or such lesser amount allocated to such Existing Lender by Arrangers as notified to such Lender by the New Administrative Agent).  In the event that such Existing Lender wishes to be allocated an amount greater than 100% of the outstanding principal amount of the Existing Term Loans under the Existing Credit Agreement held by such Existing Lender, please indicate such amount here: $            (or such lesser amount allocated to such Existing Lender by Arrangers as notified to such Lender by the New Administrative Agent).

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

[Term Lender Signature Page to ADS — Amendment and Restatement Agreement to Credit Agreement]

REVOLVING CREDIT LENDER CONSENT TO AMENDMENT

CONSENT (this “Consent”) to the Amendment and Restatement Agreement (the “Agreement”), by and among ADVANCED DISPOSAL SERVICES, INC. (the “Borrower”), the Guarantors party thereto, DEUTSCHE BANK TRUST COMPANY AMERICAS (the “Existing Administrative Agent”), DEUTSCHE BANK AG NEW YORK BRANCH (in the capacity as successor Administrative Agent under the Loan Documents, the “New Administrative Agent”) and each lender party thereto (collectively, the “Lenders” and individually, a “Lender”).  Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Agreement.

The undersigned Existing Lender hereby irrevocably and unconditionally approves the Agreement and agrees to provide the New Revolving Credit Commitments set forth on Schedule 2.01 to the Amended and Restated Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

[Revolving Lender Signature Page to ADS — Amendment and Restatement Agreement to Credit Agreement]

Schedule I

Post-Closing Matters

1)             On or before the date that is 60 days following the Restatement Effective Date (or such later date as the New Administrative Agent may agree in its sole discretion), the Borrower shall cause to be delivered insurance certificates naming the New Administrative Agent as additional insured thereunder and in the case of any casualty insurance policy, contain a loss payable clause or endorsement that names in the case of each casualty insurance policy, contain a loss payable clause or endorsement that names the New Administrative Agent, on behalf of the Lenders, as loss payee thereunder.

2)             On or before the date that is 15 Business Days following the Restatement Effective Date (or such later date as the New Administrative Agent may agree in its sole discretion), the Borrower shall cause to be delivered to the New Administrative Agent replacement certificates (if any) representing the Pledged Collateral and replacement schedules to each of the Amended and Restated Credit Agreement, Amended and Restated Guarantee and Collateral Agreement and Perfection Certificate relating to any such replacement certificates in respect of the Pledged Collateral as the New Administrative Agent may deem reasonably necessary to satisfy the Guarantee and Collateral Requirement.

EXHIBIT A

AMENDED AND RESTATED CREDIT AGREEMENT

dated as of October 9, 2012,

as amended and restated as of November 10, 2016

among

ADVANCED DISPOSAL SERVICES, INC.,

as Borrower,

THE LENDERS PARTY HERETO,

and

DEUTSCHE BANK AG NEW YORK BRANCH,

as Administrative Agent and Collateral Agent,

DEUTSCHE BANK SECURITIES INC.,

BARCLAYS BANK PLC, and

CREDIT SUISSE SECURITIES (USA) LLC,

as Joint Lead Arrangers,

DEUTSCHE BANK SECURITIES INC.,

BARCLAYS BANK PLC,

CREDIT SUISSE SECURITIES (USA) LLC,

MACQUARIE CAPITAL (USA) INC. and

UBS SECURITIES LLC,

as Joint Bookrunners,

MACQUARIE CAPITAL (USA) INC. and

UBS SECURITIES LLC,

as Co-Syndication Agents

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CREDIT AGREEMENT, dated as of October 9, 2012, as amended and restated as of November 10, 2016, among ADVANCED DISPOSAL SERVICES, INC., a Delaware corporation (the “Borrower”), the Lenders (such term and each other capitalized term used but not defined in this introductory statement having the meaning given it in Article I), and DEUTSCHE BANK AG NEW YORK BRANCH, as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) for the Lenders (this “Agreement”).

The Borrower has requested that the Lenders extend credit in the form of (a) Term Loans on the Restatement Effective Date, in an aggregate principal amount (including any Converted Term Loans) not in excess of $1,500,000,000 and (b) Revolving Commitments on the Restatement Effective Date, which shall be available as Revolving Loans at any time on and after the Restatement Effective Date and from time to time prior to the Revolving Credit Maturity Date in an aggregate principal amount at any time outstanding not in excess of $300,000,000.  The Borrower has requested that the Swingline Lender extend credit at any time on and after the Restatement Effective Date and from time to time prior to the Revolving Credit Maturity Date, in the form of Swingline Loans, in an aggregate principal amount at any time outstanding not in excess of $30,000,000.  The Borrower has requested that the Issuing Bank issue Letters of Credit on and after the Restatement Effective Date in an aggregate face amount at any time outstanding not in excess of $100,000,000, to support payment obligations incurred in the ordinary course of business by the Borrower and the Restricted Subsidiaries.

The Lenders are willing to extend such credit to the Borrower, and the Issuing Bank is willing to issue Letters of Credit for the account of the Borrower, in each case on the terms and subject to the conditions set forth herein.  Accordingly, the parties hereto agree as follows:

ARTICLE I

Definitions

SECTION 1.01.                              Defined Terms.  As used in this Agreement, the following terms shall have the meanings specified below:

“ABR,” when used in reference to any Loan or Borrowing, shall refer to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.

“Acquired Entity” shall have the meaning assigned to such term in Section 6.04(b).

“Adjusted LIBO Rate” shall mean, with respect to any Eurodollar Borrowing for any Interest Period, an interest rate per annum equal to the product of (i) the LIBO Rate in effect for such Interest Period and (ii) Statutory Reserves; provided that (x) solely with respect to the Term Loans, the Adjusted LIBO Rate shall not be deemed to be less than 0.75% per annum and (y) solely with respect to the Revolving Loans, the Adjusted LIBO Rate shall not be deemed to be less than 0% per annum.

“Adjusted Net Income” shall mean, for any period, the consolidated net income (or deficit) of the Borrower and the Restricted Subsidiaries, after deduction of all expenses, taxes, and other charges; plus (i) transaction costs for acquisitions, investments and development projects which are expensed rather than capitalized and (ii) all other non-cash charges (including without limitation abandoned development and acquisition costs and stock compensation expenses) minus any non-cash items increasing net income in such period, in each case as determined in accordance with GAAP.

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“Administrative Agent” shall have the meaning assigned to such term in the introductory statement to this Agreement.

“Administrative Agent Fees” shall have the meaning assigned to such term in Section 2.05(b).

“Administrative Questionnaire” shall mean an Administrative Questionnaire in the form of Exhibit A, or such other form as may be supplied from time to time by the Administrative Agent.

“Affiliate” shall mean, when used with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Resignation and Assignment Agreement” shall mean the Resignation and Assignment Agreement, dated as of November 10, 2016, by and among the Borrower, the Guarantors, Deutsche Bank Trust Company Americas, as the resigning agent, and Deutsche Bank AG New York Branch, as the successor agent.

“Aggregate L/C Commitment” shall mean, at any time, the aggregate amount of L/C Commitments, as in effect at such time; provided that the Aggregate L/C Commitment shall not exceed $100,000,000.

“Aggregate Revolving Credit Exposure” shall mean the aggregate amount of the Lenders’ Revolving Credit Exposures.

“Agreement” shall have the meaning assigned to it in the introductory statement to this Agreement.

“Agreement Value” shall mean, for each Hedging Agreement, on any date of determination, the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or the applicable Restricted Subsidiary would be required to pay if such Hedging Agreement were terminated on such date.

“All-in Yield” shall mean, as to any Indebtedness, the yield thereon as reasonably determined by the Administrative Agent taking into account the interest rate, margin, original issue discount, upfront fees and eurocurrency rate or base rate floor; provided that original issue discount and upfront fees shall be amortized over the shorter of (i) the weighted average life to maturity of such Indebtedness and (ii) 4 years; provided, further, that “All-in Yield” shall not include arrangement, underwriting, structuring or similar fees paid to arrangers or fees that are not paid ratably to the market with respect to the initial syndication of such Indebtedness.

“Alternate Base Rate” shall mean, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1%, and (c) the Adjusted LIBO Rate for a one-month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1.00%; provided that, for the avoidance of doubt, the Adjusted LIBO Rate for any day shall be based on the rate determined on such day at approximately 11 a.m.  (London time) by reference to the British Bankers’ Association Interest Settlement Rates for deposits in Dollars (as set forth by any service selected by the Administrative Agent that has been nominated by the British Bankers’ Association as an authorized vendor for the purpose of displaying such rates).  If the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that it is unable to ascertain the Federal Funds Effective Rate for any reason, including the inability or failure of the Administrative Agent to obtain sufficient quotations in accordance with the terms of the definition thereof, the Alternate Base Rate shall be determined without regard to clause

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(b) of the preceding sentence until the circumstances giving rise to such inability no longer exist.  Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate shall be effective on the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate, as the case may be.

“Amendment and Restatement” shall mean the amendment and restatement of the Existing Credit Agreement pursuant to the Restatement Agreement on the Restatement Effective Date.

“Applicable Margin” shall mean, (a) in the case of the Term Loans, 1.75% per annum for ABR Loans and 2.75% per annum for Eurodollar Loans and (b) in the case of the Revolving Loans and the Swingline Loans, the applicable percentage per annum set forth in the table below, with the applicable Tier for such day being determined by reference to the Total Net Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent as of such date pursuant to Section 5.02(a):

Any increase or decrease in the Applicable Margin in respect of the Revolving Loans and the Swingline Loans resulting from a change in the Total Net Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 5.02(a); provided, however, that if a Compliance Certificate is not delivered within five Business Days after the date when due in accordance with such Section, then Tier II shall apply in respect of the Revolving Loans and the Swingline Loans, in each case as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and in each case shall remain in effect until the date on which such Compliance Certificate is delivered.

Notwithstanding anything to the contrary contained in this definition, the determination of the Applicable Margin for any period shall be subject to the provisions of Section 2.06(d).

“Arrangers” shall mean the Lead Arrangers together with Macquarie Capital (USA) LLC, UBS Securities LLC, Morgan Stanley Senior Funding, Inc., Bank of America, N.A., Sumitomo Mitsui Banking Corporation and Stifel, Nicolaus & Company, Incorporated.

“Asset Sale” shall mean the sale, transfer or other disposition (by way of merger, casualty, condemnation or otherwise) by the Borrower or any of the Restricted Subsidiaries to any Person other than the Borrower or a Guarantor of (a) any Equity Interests of a Subsidiary (other than directors’ qualifying shares) (including through the issuance of Equity Interests of such Subsidiary to such Person) or (b) any other assets of the Borrower or any of the Restricted Subsidiaries (other than (i) Dispositions permitted pursuant to Section 6.05(a), (b), (c), (d), (e), (f), (h), (i), (j), (m), (n), (p), (q), (r) and (t), and (ii) dispositions between or among Foreign Subsidiaries and (iii) any sale, transfer or other disposition or series of related sales, transfers or other dispositions having a value not in excess of $5,000,000).

“Assignment and Acceptance” shall mean an assignment and acceptance entered into by a Lender and an Eligible Assignee, and accepted by the Administrative Agent, in the form of Exhibit B or such other form as shall be approved by the Administrative Agent.

“Auction Procedures” shall mean the auction procedures with respect to non-pro rata assignments of Term Loans pursuant to Section 9.04(l) which shall be as set forth on Exhibit O hereto.

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“Available Amount” shall mean, on any date, an amount determined on a cumulative basis equal to the sum of the following, in each case, to the extent Not Otherwise Applied:

(a)                                 Excess Cash Flow for each fiscal year of the Borrower (commencing with the fiscal year ending December 31, 2017); plus

(b)                                 100% of the aggregate net cash proceeds received by the Borrower since the Restatement Effective Date from the issuance and sale of Qualified Stock (other than Permitted Cure Securities and Excluded Contributions) or from the issuance and sale of convertible or exchangeable Disqualified Stock or Indebtedness of the Borrower or any of its Restricted Subsidiaries that has been converted into or exchanged for Qualified Stock (other than any issuance and sale to a Subsidiary of the Borrower), less the amount of any cash, or the fair market value of any other assets, distributed by the Borrower or any of its Restricted Subsidiaries upon such conversion or exchange (other than to the Borrower or any of its Restricted Subsidiaries); plus

(c)                                  to the extent not otherwise included in the calculation of Excess Cash Flow for purposes of clause (a) above, 100% of (x) any amount received in cash by the Borrower or any of its Restricted Subsidiaries as dividends, distributions or return of capital from, or payment of interest or principal on any loan or advance to, and (y) the aggregate net cash proceeds received by the Borrower or any of its Restricted Subsidiaries upon the sale or other disposition of, the investee (other than an Unrestricted Subsidiary of the Borrower) of any Investment made by the Borrower and its Restricted Subsidiaries; provided that the foregoing sum shall not exceed, in the case of any investee, the aggregate amount of Investments previously made (and treated as an Investment) by the Borrower or any of its Restricted Subsidiaries in such investee; plus

(d)                                 to the extent not otherwise included in the calculation of Excess Cash Flow for purposes of clause (a) above, 100% of (x) any amount received in cash by the Borrower or any of its Restricted Subsidiaries as dividends, distributions or return of capital from, or payment of interest or principal on any loan or advance to, or upon the sale or other disposition of the Equity Interests of, an Unrestricted Subsidiary of the Borrower and (y) the fair market value of the net assets of an Unrestricted Subsidiary of the Borrower, at the time such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary or is merged, consolidated or amalgamated with or into, or is liquidated into, the Borrower or any of its Restricted Subsidiaries, multiplied by the Borrower’s proportionate interest in such Subsidiary; provided that the foregoing sum shall not exceed, in the case of any Unrestricted Subsidiary, the aggregate amount of Investments previously made (and treated as an Investment) by the Borrower or any of its Restricted Subsidiaries in such Unrestricted Subsidiary subsequent to the Restatement Effective Date; plus

(e)                                  to the extent not otherwise included in the calculation of Excess Cash Flow for purposes of clause (a) above, 100% of the amount of any Investment made (and treated as an Investment) since the Restatement Effective Date in a Person that subsequently becomes a Restricted Subsidiary of the Borrower.

“Bail-In Action” shall mean the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

“Bail-In Legislation” shall mean, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

“Bankruptcy Code” shall mean Title 11 of the United States Code, as amended.

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“Board” shall mean the Board of Governors of the Federal Reserve System of the United States of America.

“Borrower” shall have the meaning assigned to such term in the introductory statement to this Agreement.

“Borrower Materials” shall have the meaning assigned to such term in Section 9.01.

“Borrower Notice” shall have the meaning assigned to such term in the definition of “Guarantee and Collateral Requirements”.

“Borrowing” shall mean (a) Loans of the same Class and Type made, converted or continued on the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect or (b) a Swingline Loan.

“Borrowing Request” shall mean a request by the Borrower in accordance with the terms of Section 2.03 and in the form of Exhibit C, or such other form as shall be approved by the Administrative Agent.

“Breakage Event” shall have the meaning assigned to such term in Section 2.16.

“Business Day” shall mean any day other than a Saturday, Sunday or day on which banks in New York City are authorized or required by law to close; provided that, when used in connection with a Eurodollar Loan, the term “Business Day” shall also exclude any day on which banks are not open for dealings in Dollar deposits in the London interbank market.

“Capital Expenditures” shall mean, for any period, the additions to property, plant and equipment and other capital expenditures of the Borrower and the Restricted Subsidiaries that are set forth in a consolidated statement of cash flows of the Borrower for such period prepared in accordance with GAAP, but excluding any such expenditure made to restore, replace or rebuild property to the condition of such property immediately prior to any damage, loss, destruction or condemnation of such property, to the extent such expenditure is made with insurance proceeds, condemnation awards or damage recovery proceeds relating to any such damage, loss, destruction or condemnation.

“Capital Lease Obligations” of any Person shall mean the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

“Cash Collateralize” shall mean to pledge and deposit with or deliver to the Collateral Agent, for the benefit of the Issuing Bank or Lenders, as collateral for L/C Exposure or obligations of the Lenders to fund participations in respect of L/C Exposure, cash or deposit account balances or, if the Collateral Agent and the Issuing Bank shall agree in their sole discretion, other credit support, in each case in an amount not less than the Minimum Collateral Amount and pursuant to documentation in form and substance reasonably satisfactory to the Collateral Agent and the Issuing Bank.  “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“Cash Equivalents” shall mean any of the following types of Investments, to the extent owned by the Borrower or any of the Restricted Subsidiaries free and clear of all Liens (other than Liens created

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under the Security Documents and Liens permitted under Section 6.01(j)):  (a) readily marketable obligations issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof having maturities of not more than 360 days from the date of acquisition thereof; provided that the full faith and credit of the United States of America is pledged in support thereof; (b) time deposits with, or insured certificates of deposit or bankers’ acceptances of, any commercial bank that (i) (A) is a Lender or (B) is organized under the laws of the United States of America, any state thereof or the District of Columbia or is the principal banking subsidiary of a bank holding company organized under the laws of the United States of America, any state thereof or the District of Columbia, and is a member of the Federal Reserve System, (ii) issues (or the parent of which issues) commercial paper rated as described in clause (c) of this definition and (iii) has combined capital and surplus of at least $1,000,000,000, in each case with maturities of not more than 180 days from the date of acquisition thereof; (c) commercial paper issued by any Person organized under the laws of any state of the United States of America and rated at least “Prime-1” (or the then equivalent grade) by Moody’s or at least “A-1” (or the then equivalent grade) by S&P, in each case with maturities of not more than 270 days from the date of acquisition thereof; (d) fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) and entered into with a financial institution satisfying the criteria described in clause (b); and (e) Investments, classified in accordance with GAAP as current assets of the Borrower or any of the Restricted Subsidiaries, in money market investment programs registered under the Investment Company Act of 1940, which are administered by financial institutions that have the highest rating obtainable from either Moody’s or S&P.

“Cash Management Agreement” shall mean any agreement to provide (a) treasury services, (b) credit card, merchant card, purchasing card or stored value card services (including, without limitation, the processing of payments and other administrative services with respect thereto), (c) cash management services (including, without limitation, controlled disbursements, automated clearinghouse transactions, return items, netting, overdrafts, depository, lockbox, stop payment, electronic funds transfer, information reporting, wire transfer and interstate depository network services) and (d) other banking products or services as may be requested by Borrower or any Restricted Subsidiary (other than letters of credit and other than loans and advances except Indebtedness arising from services described in clauses (a) through (c) of this definition).

“Cash Management Bank” shall mean any Person that, (x) with respect to any Cash Management Agreement entered into on or after the Original Closing Date, at the time it enters into a Cash Management Agreement, is a Lender or an Affiliate of a Lender, in its capacity as a party to such Cash Management Agreement and (y) with respect to any Cash Management Agreement entered into prior to, and in effect as of, the Original Closing Date, Bank of America, N.A.

“CEA” shall mean the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“CERCLA” shall mean the federal Comprehensive Environmental Response Compensation and Liability Act of 1980, and all regulations and amendments thereto.

“CFC” shall mean a “controlled foreign corporation” within the meaning of Section 957 of the Code.

“CFC Holdco” shall mean any Domestic Subsidiary of the Borrower that is treated as a “disregarded entity” for U.S. federal income tax purposes and the sole assets of which are equity interests in Foreign Subsidiaries that are CFCs or other CFC Holdcos.

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A “Change in Control” shall be deemed to have occurred if (a) any “person” or “group” (within the meaning of Rule 13d-5 of the Exchange Act as in effect on the Restatement Effective Date), other than the Permitted Holders (or any “group” (within the meaning of Section 13(a) and 14(d) of the Securities Exchange Act as in effect on the Restatement Effective Date) of which any Investor is a member, but only if and for so long as such Investor beneficially owns more than 50% of the relevant voting stock of the Borrower owned, directly or indirectly, by such “group”), shall own, directly or indirectly, beneficially or of record, shares or other interests representing more than 35% of the aggregate ordinary voting power represented by the issued and outstanding capital stock of the Borrower, unless the Permitted Holders shall own more than such person or group, (b) during any period of 24 consecutive months, a majority of the seats (other than vacant seats) on the board of directors of the Borrower shall at any time be occupied by persons who were neither (i) nominated by the board of directors of the Borrower nor (ii) appointed by directors so nominated, or (c) any change in control (or similar event, however denominated) with respect to the Borrower or a Restricted Subsidiary shall occur under and as defined in any indenture or agreement in respect of Material Indebtedness to which the Borrower or a Restricted Subsidiary is a party.

“Change in Law” shall mean (a) the adoption of any law, rule or regulation after the Restatement Effective Date, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the Restatement Effective Date or (c) compliance by any Lender or the Issuing Bank (or, for purposes of Section 2.14, by any lending office of such Lender or by such Lender’s or the Issuing Bank’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the Restatement Effective Date; provided that, notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law,” regardless of the date enacted, adopted or issued.

“Charges” shall have the meaning assigned to such term in Section 9.09.

“Class,” when used in reference to any Loan or Borrowing, shall refer to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans, Original Term Loans, Term Loans, Other Term Loans or Swingline Loans and, when used in reference to any Commitment, refers to whether such Commitment is a Revolving Credit Commitment, Term Loan Commitment, Incremental Term Loan Commitment or Swingline Commitment.

“Code” shall mean the Internal Revenue Code of 1986, as amended.

“Collateral” shall mean all of the “Collateral” as defined in any Security Document and shall also include the Mortgaged Properties; provided, however, that, the Collateral shall not include any Excluded Assets.

“Collateral Agent” shall have the meaning assigned to such term in the introductory statement to this Agreement.

“Commitment” shall mean, with respect to any Lender, such Lender’s Revolving Credit Commitment, Incremental Revolving Credit Commitment, Term Loan Commitment, Incremental Term Loan Commitment and Swingline Commitment.

“Commitment Fee” shall have the meaning assigned to such term in Section 2.05(a).

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“Communications” shall have the meaning assigned to such term in Section 9.01.

“Compliance Certificate” shall mean a compliance certificate substantially in the form of Exhibit D.

“Consolidated EBITDA” shall mean, for any period, Adjusted Net Income plus (or minus, as appropriate) income taxes, Consolidated Interest Expense, depreciation, depletion, accretion expense, amortization, restructuring costs and expenses associated with the integration of acquired companies (including, without limitation, Permitted Acquisitions) with the Borrower and the Restricted Subsidiaries (including, without limitation, severance and relocation expenses), other non-cash expenses (including, without limitation, impairment charges, non-cash amortization of debt issuance costs, write-off of deferred financing fees and charges in connection with the Refinancing and in connection with this Agreement and the Transactions, net foreign exchange gain or loss, and net income or loss from equity accounted investee, other than equity in the net income of any other Person to the extent actually received in cash as a dividend or other distribution by the Borrower or any Restricted Subsidiary), net gain or loss on sale of capital assets, nonrecurring expenses or charges (including realized losses (or minus realized gains) associated with fuel hedges in the fiscal years of the Borrower ended December 31, 2015 and December 31, 2016, fair value adjustments attributable to stock options, restricted share expense, retention payments made to management of acquired companies (including, without limitation, Permitted Acquisitions) and payments to management in respect of completed acquisitions, in each case to the extent deducted from (or added to) Adjusted Net Income, without duplication, and determined in accordance with GAAP.  For all purposes, a pro forma adjustment to Consolidated EBITDA shall be made to give effect to, without duplication, the Consolidated EBITDA of Permitted Acquisitions and dispositions by the Borrower and any of the Restricted Subsidiaries made during the applicable reporting period as if such Permitted Acquisition or disposition had occurred as of the first day of such period (and in the case of Permitted Acquisitions, upon delivery to the Administrative Agent of a Compliance Certificate from the Chief Financial Officer, and documentation certifying the historical operating results, adjustments and balance sheet of the Permitted Acquisition).  Consolidated EBITDA may be further adjusted to add back cost savings (net of the amount of actual benefits realized during such period) projected by the Borrower to be realized from any acquisition, divestiture, investment or operational initiative as if such costs savings were realized as of the first day of the applicable reporting period, in each case so long as (1) such cost savings are reasonably identifiable and factually supportable, (2) such cost savings are reasonably expected in good faith to be realized within 18 months of the date of the calculation of Consolidated EBITDA as evidenced by a certificate of an officer of the Borrower dated the date of such calculation accompanied by reasonable supporting detail, and (3) the aggregate amount of cost savings added pursuant to this sentence shall not exceed an amount equal to 15% of the total Consolidated EBITDA for such reporting period prior to giving effect to such cost savings.  In addition, a pro forma adjustment to Consolidated EBITDA for any reporting period shall be made to give effect to new contracts with a municipality for exclusive waste management services which became effective within the applicable reporting period as if such new contracts were entered into as of the first day of such period.

“Consolidated Interest Expense” shall mean, for any period, the aggregate amount of interest required to be paid or accrued by the Borrower and the Restricted Subsidiaries during such period on all indebtedness of the Borrower and the Restricted Subsidiaries outstanding during all or any part of such period, whether such interest was or is required to be reflected as an item of expense or capitalized, including payments consisting of interest in respect of any Capital Lease Obligations or any Synthetic Lease, and including commitment fees, letter of credit fees, agency fees, balance deficiency fees and similar fees or expenses for such period in connection with the borrowing of money or any deferred purchase price obligation, but excluding therefrom (a) the non-cash amortization of debt issuance costs, (b) the write-off of deferred financing fees and charges in connection with the Refinancing and in connection

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with this Agreement and the Amendment and Restatement, in each case, that are classified as interest under GAAP and (c) any prepayment penalties or premiums.

“Consolidated Total Assets” shall mean, as at any date of determination, the amount that would be set forth opposite the caption “total assets” (or any like caption) on the most recent consolidated balance sheet of the Borrower and the Restricted Subsidiaries available on the Restatement Effective Date or delivered pursuant to Section 5.01.

“Contractual Obligation” shall mean as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and the terms “Controlling” and “Controlled” shall have meanings correlative thereto.

“Converted Term Loan” shall mean, with respect to each Converting Term Lender, the aggregate principal amount of Original Term Loans held by such Converting Term Lender immediately prior to the Restatement Effective Date (or, if less, the amount notified to such Converting Lender by the Administrative Agent).

“Converting Term Lender” shall have the meaning assigned to such term in the Restatement Agreement.

“Co-Syndication Agents” shall mean Macquarie Capital (USA) Inc. and UBS Securities LLC.

“Credit Event” shall have the meaning assigned to such term in Section 4.01.

“Credit Facilities” shall mean the revolving credit, swingline, letter of credit and term loan facilities provided for by this Agreement.

“Cure Amount” shall have the meaning assigned to such term in Section 7.02.

“Cure Rights” shall have the meaning assigned to such term in Section 7.02.

“DBNY” shall mean Deutsche Bank AG New York Branch.

“Debt Fund Affiliate” shall mean an Affiliate of the Investors that is a bona fide debt fund or an investment vehicle that is primarily engaged in the making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit in the ordinary course of business and with respect to which no Affiliate of the Investors or investment vehicles managed or advised by any Affiliate of the Investors that is not engaged primarily in making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit in the ordinary course of business makes investment decisions.

“Debtor Relief Laws” shall mean the Bankruptcy Code of the United States of America, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect.

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“Default” shall mean any event or condition which upon notice, lapse of time or both would constitute an Event of Default.

“Defaulting Lender” shall mean, subject to Section 2.25(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s reasonable determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, the Issuing Bank, the Swingline Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swingline Loans) within two Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent or the Issuing Bank or Swingline Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s reasonable determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity or (e) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.  Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.25(b)) upon delivery of written notice of such determination to the Borrower, the Issuing Bank, the Swingline Lender and each Lender.

“Designated Non-Cash Consideration” shall mean the fair market value of any non-cash consideration received by the Borrower or one of its Restricted Subsidiaries in connection with a Disposition that is so designated as Designated Non-Cash Consideration pursuant to a certificate of a Responsible Officer of the Borrower which sets forth the fair market value of such non-cash consideration at the time of its receipt and the basis for such valuation.

“Disposition” or “Dispose” shall mean the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction) of any property by any Person (or the grant of any option or other right to do any of the foregoing), including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith or entering into an agreement to do any of the foregoing.

“Disqualified Institution” shall mean those Persons (or Affiliates of such Persons other than bona fide debt funds) who are competitors of the Borrower or its subsidiaries and identified in writing to the

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Administrative Agent from time to time; provided that (x) no parties that have previously acquired an assignment or participation interest in the Loans or Commitments shall be retroactively disqualified upon becoming a Disqualified Institution to the extent such party was not a Disqualified Institution at the time of the applicable assignment or participation, as the case may be and (y) the list of Disqualified Institutions and any updates thereto shall be made available to all Lenders.

“Disqualified Stock” shall mean any Equity Interest that, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event, (a) matures (excluding any maturity as the result of an optional redemption by the issuer thereof) or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, in whole or in part, or requires the payment of any cash dividend or any other scheduled payment constituting a return of capital, in each case at any time on or prior to the 91st day after the Term Loan Maturity Date, or (b) is convertible into or exchangeable (unless at the sole option of the issuer thereof) for (i) debt securities or (ii) any Equity Interest referred to in clause (a) above, in each case at any time prior to the 91st day after the Term Loan Maturity Date.

“Dollars” or “$” shall mean lawful money of the United States of America.

“Domestic Restricted Subsidiary” shall mean a Domestic Subsidiary that is a Restricted Subsidiary.

“Domestic Subsidiary” shall mean any Subsidiary that is organized under the laws of the United States of America, any state thereof or the District of Columbia.

“Dutch Auction” shall mean an auction conducted by the Borrower or a Subsidiary in order to purchase Term Loans as contemplated by Section 9.04(l), as applicable, in accordance with the Auction Procedures.

“ECF Percentage” shall mean, with respect to any fiscal year, if the Senior Secured Net Leverage Ratio as of the end of such fiscal year is (x) greater than 3.50:1.00, 50%, (y) equal to or less than 3.50:1.00 but greater than 3.00:1.00, 25% and (z) equal to or less than 3.00:1.00, 0%.

“EEA Financial Institution” shall mean (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent;

“EEA Member Country” shall mean any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” shall mean any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Eligible Assignee” shall mean (a) in the case of any assignment of Term Loans, (i) a Lender, (ii) an Affiliate of a Lender, (iii) a Related Fund of a Lender and (iv) any other Person (other than a natural person or a Disqualified Institution) approved by the Administrative Agent and, unless an Event of Default pursuant to Section 7.01(a), (f) or (g) has occurred and is continuing, the Borrower (each such approval not to be unreasonably withheld, conditioned or delayed); provided that the Borrower shall be

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deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof, and (b) in the case of any assignment of a Revolving Credit Commitment, (i) a Revolving Credit Lender, (ii) an Affiliate of a Revolving Credit Lender, (iii) a Related Fund of a Revolving Credit Lender and (iv) any other Person (other than a natural person or a Disqualified Institution) approved by the Administrative Agent, the Issuing Bank, the Swingline Lender and, unless an Event of Default pursuant to Section 7.01(a), (f) or (g) has occurred and is continuing, the Borrower (each such approval not to be unreasonably withheld, conditioned or delayed); provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof.  Notwithstanding the foregoing, “Eligible Assignee” shall not include (x) any of the Borrower’s Affiliates (it being understood and agreed that assignments to the Borrower, a Subsidiary or a Fund Affiliate may be made pursuant to Sections 9.04(k) and (l)) or (y) any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (y).

“Eligible Contract Participant” shall mean an “eligible contract participant” as defined in the CEA and regulations thereunder.

“Employee Benefit Plan” shall mean an “employee benefit plan” within the meaning of Section 3(3) of ERISA that is sponsored by, contributed to or in respect of which the Borrower or any Restricted Subsidiary could have any obligation.

“Endorsements” shall mean ALTA (or equivalent) endorsements to lenders’ policies of title insurance typically required by commercial lenders , such as “usury,” “so-called comprehensive coverage over covenants and restrictions,” “contiguity,” “public road access,” “survey,” “variable rate,” “environmental lien,” “subdivision,” “mortgage recording tax,” “separate tax lot,” “revolving credit,” “first loss,” “lender’s doing business” and aggregation to the extent available in the jurisdiction in which a Significant Real Property is located.  For avoidance of doubt, “Endorsements” shall not include any endorsement addressing zoning matters; other than any such endorsement which can be provided at no cost to the Borrower.

“Environmental Laws” shall mean all applicable federal, state, local, and foreign laws (including common law), treaties, regulations, rules, ordinances, codes, decrees, injunctions, judgments, governmental restrictions or requirements, directives, orders (including consent orders) and permits, in each case, relating to the environment, natural resources, human health and safety or the presence, Release of, or threatened Release of, or exposure to Hazardous Materials, or the generation, manufacture, processing, distribution, use, treatment, storage, transport, recycling, disposal or handling of, or the arrangement for such activities, with respect to any Hazardous Materials.

“Environmental Liability” shall mean all liabilities, obligations, damages, losses, claims, actions, suits, judgments, orders, fines, penalties, fees, expenses and costs (including administrative oversight costs, natural resource damages and remediation costs), whether known or unknown, actual or potential, or contingent or otherwise, arising out of or relating to (a) any Environmental Law, (b) the generation, manufacture, processing, distribution, use, treatment, storage, transport, recycling, disposal or handling of, or the arrangement for such activities, with respect to any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the actual or alleged presence, Release or threatened Release of any Hazardous Materials or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Equity Interests” shall mean shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity interests in any Person and any

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option, warrant or other right entitling the holder thereof to purchase or otherwise acquire any such equity interest.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as the same may be amended from time to time.

“ERISA Affiliate” shall mean any trade or business (whether or not incorporated) that, together with the Borrower or any Restricted Subsidiary, is treated as a single employer under Section 414(b) or (c) of the Code, or solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.  For the avoidance of doubt, when any provision of this Agreement relates to a past event or period of time, the term “ERISA Affiliate” includes any person who was, as to the time of such past event or period of time, an “ERISA Affiliate” within the meaning of the preceding sentence.

“ERISA Event” shall mean (a) any “reportable event,” as defined in Section 4043 of ERISA or the regulations issued thereunder, with respect to a Plan (other than an event for which the 30-day notice period is waived), (b) a determination that any Plan is or is reasonably expected to be in “at risk” status (within the meaning of Section 430 of the Code or Section 303 of ERISA), (c) the failure to satisfy any requirement of the Pension Funding Rules, (d) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan, (e) the termination, or the filing of a notice of intent to terminate, any Plan pursuant to Section 4041(c) of ERISA, (f) the receipt by the Borrower, any Restricted Subsidiary or any ERISA Affiliates from the PBGC or a plan administrator of any notice relating to the intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan, (g) the cessation of operations at a facility of the Borrower, any Restricted Subsidiary or any ERISA Affiliate in the circumstances described in Section 4062(e) of ERISA, (h) conditions contained in Section 303(k)(1)(A) of ERISA for imposition of a lien shall have been met with respect to any Plan, or (i) the receipt by the Borrower, any Restricted Subsidiary or any ERISA Affiliates of any notice from a Multiemployer Plan of a determination that a Multiemployer Plan is experiencing, or is reasonably expected to experience a termination under Section 4041A(a)(2) of ERISA or (j) the occurrence of a non-exempt “prohibited transaction” with respect to which the Borrower or any of the Restricted Subsidiaries is a “disqualified individual” (within the meaning of Section 4975 of the Code) or a “party in interest” (within the meaning of Section 406 of ERISA) or with respect to which the Borrower or any such Restricted Subsidiary could otherwise be liable.

“EU Bail-In Legislation Schedule” shall mean the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“Eurodollar,” when used in reference to any Loan or Borrowing, shall refer to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted LIBO Rate.

“Events of Default” shall have the meaning assigned to such term in Section 7.01.

“Excess Cash Flow” shall mean, for any fiscal year of the Borrower, beginning with the year ending December 31, 2017, without duplication, an amount equal to Consolidated EBITDA for such fiscal year, minus (a) Consolidated Interest Expense actually paid in cash during such fiscal year, minus (b) all Taxes actually paid in cash during such fiscal year, minus (c) Capital Expenditures and closure and post-closure expenditures made in cash during such fiscal year to the extent funded with internally-generated cash flows (excluding any reimbursement or other third party payments from private or governmental entities), minus (d) the cash purchase price paid in such fiscal year in connection with Permitted Acquisitions made during such fiscal year to the extent funded with internally-generated cash flows,

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minus (e) regularly scheduled principal amortization payments made in cash pursuant to Section 2.11 or with respect to the Borrower’s and the Restricted Subsidiaries’ other Total Consolidated Debt during such fiscal year, minus (f) to the extent that any of the following expenses were added in the calculation of Consolidated EBITDA and were paid in cash during such fiscal year: (i) to the extent added in the calculation of Consolidated EBITDA, restructuring costs and expenses associated with the integration of acquired companies (including, without limitation, Permitted Acquisitions) with the Borrower and the Restricted Subsidiaries (including, without limitation, severance and relocation expenses), (ii) to the extent added in the calculation of Consolidated EBITDA, nonrecurring expenses or charges, and (iii) to the extent added in the calculation of Consolidated EBITDA, retention payments made to management of acquired companies (including, without limitation, Permitted Acquisitions) and payments to management in respect of certain completed acquisitions, minus (g) to the extent added in the calculation of Consolidated EBITDA pursuant to the penultimate sentence of the definition of “Consolidated EBITDA”, the amount of any cost savings (net of the amount of actual benefits realized during such period) projected by the Borrower to be realized from any acquisition, divestiture, investment or operational initiative, minus (h) any increases in the accounts receivable and any decreases in the accounts payable of the Borrower and the Restricted Subsidiaries during such fiscal year, plus (i) any decreases in the accounts receivable and any increases in the accounts payable of the Borrower and the Restricted Subsidiaries during such fiscal year.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Excluded Assets” shall mean each of the following:  (a) all assets of any Excluded Subsidiary, (b) all Equity Interests in any Excluded Subsidiary described in clauses (c) through (g) of the definition of such term, (c) all Real Estate other than Significant Real Property, (d) letter of credit rights (except to the extent constituting a support obligation for other Collateral as to which the perfection of security interests in such other Collateral and the support obligation is accomplished solely by the filing of a UCC-1 financing statement) and commercial tort claims, in each case with a value of less than $5,000,000, (e) Equity Interests of Subsidiaries that are not Wholly Owned Subsidiaries and joint ventures, to the extent prohibited under the organizational documents of such Subsidiaries or joint ventures, (f) licenses, instruments and agreements (other than proceeds and receivables thereof) to the extent, and so long as, a Lien thereon would violate the terms thereof, but only, to the extent, and for so long as, such prohibition is not terminated or rendered unenforceable or otherwise deemed ineffective by the UCC, the Bankruptcy Code or any other requirement of law and such prohibition is not prohibited under Section 6.09, (g) all other assets to the extent a Lien thereon is prohibited by applicable law (other than proceeds and receivables thereof), but only to the extent, and for so long as, such prohibition is not terminated or rendered unenforceable or otherwise deemed ineffective by the UCC, Bankruptcy Code or any other requirement of law, (h) motor vehicles and other assets subject to certificates of title, (i) other assets to the extent that a Lien thereon would result in material adverse tax consequences as reasonably determined by the Borrower, (j) assets with respect to which a Lien thereon would require any Loan Party to enter into a security agreement or pledge agreement governed by foreign law, and (k) assets as to which the Administrative Agent and the Borrower shall reasonably determine that the costs of obtaining a Lien thereon are excessive in relation to the value of the Lien to be afforded thereby.

“Excluded Contribution” shall mean net cash proceeds, or the fair market value of property or assets, received by the Borrower as capital contributions after the Restatement Effective Date or from the issuance or sale (other than to a Restricted Subsidiary) of Qualified Stock, in each case, to the extent designated as an Excluded Contribution by the Borrower and not previously included in the calculation of the Available Amount.

“Excluded Subsidiary” shall mean each of the following:  (a) an Immaterial Subsidiary, (b) a Subsidiary that is prohibited or restricted by applicable law, rule or regulation or by any contractual obligation

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existing on the Restatement Effective Date or at the time of acquisition thereof after the Restatement Effective Date, in each case, from guaranteeing the Obligations or which would require governmental (including regulatory) consent, approval, license or authorization to provide a Guarantee unless such consent, approval, license or authorization has been received, (c) not-for-profit Subsidiaries, if any, (d) Foreign Subsidiaries, (e) any domestic subsidiary of a Foreign Subsidiary that is a CFC, (f) any CFC Holdco, (g) an Unrestricted Subsidiary or (h) a Special Purpose Entity.

“Excluded Taxes” shall mean, with respect to a Recipient or any other recipient of any payment to be made by or on account of any obligation of any Loan Party hereunder or under any other Loan Document, (a) Taxes imposed on or measured by such recipient’s net income, however denominated (or franchise or similar Taxes imposed in lieu of Taxes on net income), and branch profits Taxes, in each case, imposed by a jurisdiction as a result of such recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, such jurisdiction, or as a result of any other present or former connection with such jurisdiction, other than any connection arising solely from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to, and/or enforced, any Loan Documents, (b) in the case of a Lender, any U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender pursuant to a law in effect on the date on which (i) such Lender becomes a party to this Agreement (other than pursuant to an assignment request by the Borrower under Section 2.21(a)) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.20, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) any withholding Taxes attributable to a Lender’s failure to comply with Section 2.20(f) and (d) any U.S. federal withholding Taxes imposed under FATCA.

“Existing Credit Agreement” shall mean this Agreement as in effect immediately prior to the Amendment and Restatement on the Restatement Effective Date.

“Existing Letter of Credit” shall mean each letter of credit previously issued for the account of the Borrower or any of its Restricted Subsidiaries pursuant to the Existing Credit Agreement that (a) is outstanding immediately prior to the Restatement Effective Date and (b) is listed on Schedule 1.01(a).

“Existing Senior Notes” shall mean the Borrower’s 8.25% Senior Notes due 2020 outstanding on the Restatement Effective Date.

“Extended Revolving Credit Maturity Date” shall have the meaning assigned to such term in Section 2.27(a).

“Extended Term Loan Maturity Date” shall have the meaning assigned to such term in Section 2.27(a).

“Extending Lenders” shall have the meaning assigned to such term in Section 2.27(a).

“Extension Amendment” shall have the meaning assigned to such term in Section 2.27(a).

“Extension Offer” shall have the meaning assigned to such term in Section 2.27(a).

“FATCA” shall mean Sections 1471 through 1474 of the Code, as of the Restatement Effective Date (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future Treasury regulations or official interpretations thereof, any

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agreement entered pursuant to Section 1471(b)(1) of the current Code (or any amended or successor version described above) and any intergovernmental agreement implementing any of the foregoing.

“Federal Funds Effective Rate” shall mean, for any day, the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for the day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it; provided that if the Federal Funds Effective Rate is less than zero it shall be deemed to be zero for purposes of this definition.

“Fee Letter” shall mean the Engagement Letter dated as of October 24, 2016, among the Borrower and the Arrangers.

“Fees” shall mean the Commitment Fees, the Administrative Agent Fees, the L/C Participation Fees and the Issuing Bank Fees.

“Financial Officer” of any Person shall mean the chief financial officer, principal accounting officer, treasurer or controller of such Person.

“Financing Disposition” shall mean any sale, transfer, conveyance or other disposition of, or creation or incurrence of any Lien on, property or assets by the Borrower or any Subsidiary thereof to or in favor of any Special Purpose Entity, or by any Special Purpose Subsidiary, in each case in connection with the incurrence by a Special Purpose Entity of Indebtedness, or obligations to make payments to the obligor on Indebtedness, which may be secured by a Lien in respect of such property or assets

“Flood Insurance Laws” shall mean, collectively, (a) the National Flood Insurance Act of 1968 as now or hereafter in effect or any successor statute thereto, (b) the Flood Disaster Protection Act of 1973 as now or hereafter in effect or any successor statue thereto, (c) the National Flood Insurance Reform Act of 1994 as now or hereafter in effect or any successor statute thereto, (d) the Flood Insurance Reform Act of 2004 as now or hereafter in effect or any successor statute thereto and (e) Biggert-Waters Flood Insurance Reform Act of 2012 as now or hereafter in effect or any successor statute thereto.

“Foreign Lender” shall mean any Lender that is not a “United States person” as defined in Section 7701(a)(30) of the Code.

“Foreign Subsidiary” shall mean a Subsidiary that is not a Domestic Subsidiary.

“Fronting Exposure” shall mean, at any time there is a Defaulting Lender, (a) with respect to the Issuing Bank, such Defaulting Lender’s Pro Rata Percentage of the outstanding L/C Exposure with respect to Letters of Credit issued by the Issuing Bank other than L/C Exposure as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof and (b) with respect to the Swingline Lender, such Defaulting Lender’s Pro Rata Percentage of outstanding Swingline Loans other than Swingline Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders.

“Fuel Derivatives Obligations” shall mean fuel price swaps, fuel price caps and fuel price collar and floor agreements, and similar agreements or arrangements designed to protect against or manage fluctuations in fuel prices.

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“Fund Affiliate” shall mean, collectively, any Debt Fund Affiliate and any Non-Debt Fund Affiliate.

“GAAP” shall mean United States generally accepted accounting principles applied on a basis consistent with the financial statements delivered pursuant to Section 4.02(g); provided that the accounting for operating leases and financing or capital leases under GAAP as in effect on the Closing Date (including, without limitation, Accounting Standards Codification 840) shall apply for the purposes of determining compliance with the provisions of this Agreement, including the definition of Capital Lease Obligations and any obligations related thereto.

“Governmental Authority” shall mean any federal, state, local or foreign court or governmental agency, authority, instrumentality or legislative or regulatory body.

“Granting Lender” shall have the meaning assigned to such term in Section 9.04(i).

“Guarantee” of or by any Person shall mean any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment of such Indebtedness or other obligation, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment of such Indebtedness or other obligation or (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation; provided that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business.

“Guarantee and Collateral Agreement” shall mean the Amended and Restated Guarantee and Collateral Agreement, dated as of the Original Closing Date and as amended and restated as of the Restatement Effective Date, among the Borrower, the Subsidiaries party thereto and the Collateral Agent for the benefit of the Secured Parties.

“Guarantee and Collateral Requirements” shall mean the Collateral Agent shall have received a Mortgage for each Significant Real Property and, with respect to each such Mortgage, the following documents:  (a) unless and until such Mortgage of such property shall have been recorded in the applicable real property records, a policy or policies or marked up unconditional binder of title insurance, as applicable, paid for by the Borrower, issued by a nationally recognized title insurance company reasonably satisfactory to the Collateral Agent, insuring the Lien of such Mortgage as a valid first Lien on the mortgaged property and other collateral described therein, free of any other Liens except Permitted Collateral Liens, together with such Endorsements as the Collateral Agent may reasonably request, in an amount equal to the fair market value of the real estate as reasonably estimated by the Borrower based on available information including, book value, assessed value, existing title policy amounts and existing appraisals, and otherwise reasonably acceptable to the Collateral Agent; (b) upon the reasonable request of the Collateral Agent, a zoning compliance letter from the applicable zoning or planning authority having jurisdiction over such property; (c) upon the reasonable request of the Collateral Agent, a survey certified to Collateral Agent and the title company in form and substance reasonably satisfactory to the Collateral Agent as may be reasonably required to cause the title company to issue the title policies; (d) an opinion of local counsel, which local counsel shall be selected by the Borrower and approved by the Collateral Agent in the Collateral Agent’s reasonable discretion, substantially in the form attached hereto as Exhibit F; (e) other than with respect to Significant Real Properties that the Borrower demonstrates contain no Buildings (as defined under the Flood Insurance Laws), the following documents and instruments on the dates

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specified below: no later than three Business Days prior to the date on which such Mortgage is executed and delivered, in order to comply with the Flood Insurance Laws: (i) a completed “Life-of-Loan” Federal Emergency Management Agency standard flood hazard determination form, (ii) if the improvement(s) to the improved real property is located in a special flood hazard area, a notification to the Borrower about special flood hazard area status and flood disaster assistance duly executed by the Borrower and each Loan Party relating thereto (“Borrower Notice”) and, if applicable, notification to the Borrower that flood insurance coverage under the National Flood Insurance Program (“NFIP”) is not available because the community does not participate in the NFIP, (iii) documentation evidencing the Borrower’s receipt of the Borrower Notice and (iv) if the Borrower Notice is required to be given and flood insurance is available in the community in which the property is located, a copy of the flood insurance policy required by Section 5.07(b), the Borrower’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been issued, or such other evidence of flood insurance satisfactory to the Collateral Agent; (f) upon the reasonable request of the Collateral Agent, customary Phase I environmental site assessment reports (“Phase Is”) (to the extent not already provided) and reliance letters for such Phase Is (which Phase Is and reliance letters shall be in form and substance reasonably acceptable to the Collateral Agent) and any other environmental information as the Collateral Agent shall reasonably request; and (g) such other instruments and documents (including consulting engineer’s reports (with respect to improvements having an assessed value of $10,000,000 or more) and lien searches) as the Collateral Agent shall reasonably request.

“Guarantor” shall mean each Subsidiary of the Borrower listed on Schedule 1.01(d), and each other Subsidiary that is or becomes a party to the Guarantee and Collateral Agreement.

“Hazardous Materials” shall mean all explosive, ignitable, corrosive, reactive or radioactive substances, materials or wastes, hazardous or toxic substances, materials or wastes or any pollutants or contaminants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all substances, materials or wastes of any nature regulated pursuant to, or which can form the basis of liability under, any Environmental Law.

“Hedging Agreement” shall mean any interest rate protection agreement, foreign currency exchange agreement, commodity price protection agreement or other interest or currency exchange rate or commodity price hedging arrangement and Fuel Derivatives Obligations.

“Holdings” shall mean Star Atlantic Waste Holdings II, L.P., a Delaware limited partnership.

“Immaterial Subsidiary” shall mean at any time, a Subsidiary, designated by the Borrower to the Administrative Agent in writing as an Immaterial Subsidiary; provided that (a) together with all other Immaterial Subsidiaries, such Subsidiary owns less than an aggregate of five percent (5.0%) of the Consolidated Total Assets of the Borrower and the Subsidiaries, as of the last day of the four quarter period to which the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 5.02(a) relates, and (b) no Subsidiary may be an Immaterial Subsidiary if such Subsidiary guarantees the Senior Notes or any Permitted Ratio Debt.

“Increase Effective Date” shall have the meaning assigned to such term in Section 2.26(a).

“Incremental Loan Assumption Agreements” shall mean any Incremental Term Loan Assumption Agreement and any Incremental Revolving Loan Assumption Agreement, as applicable.

“Incremental Loan Commitments” shall mean the Incremental Term Loan Commitments and the Incremental Revolving Credit Commitments.

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“Incremental Loan Lenders” shall mean Incremental Term Lenders and Incremental Revolving Loan Lenders, as applicable.

“Incremental Loans” shall mean Loans comprised of Incremental Term Loans and Incremental Revolving Loans, as applicable.

“Incremental Loans Amount” shall mean, at any time, the excess, if any, of (a)(i) $325,000,000 plus (ii) the aggregate principal amount of all voluntary prepayments of (x) Term Loans and Incremental Term Loans (solely to the extent secured on a pari passu basis with the Term Loans) pursuant to Section 2.12(a) prior to such date and (y) Revolving Loans and Incremental Revolving Loans (solely to the extent secured on a pari passu basis with the Term Loans) pursuant to Section 2.12(a) prior to such date to the extent accompanied by a corresponding permanent reduction of Revolving Credit Commitments or Incremental Revolving Credit Commitments, as applicable, in each case for this clause (ii) other than to the extent with the proceeds of long term Indebtedness over (b) the aggregate amount of all Incremental Loan Commitments established (and, without duplication, Incremental Loans incurred) prior to such time pursuant to Section 2.26.

“Incremental Revolving Credit Commitment” shall mean the commitment of any Incremental Revolving Lender, established pursuant to Section 2.26, to make Incremental Revolving Loans to the Borrower.

“Incremental Revolving Lender” shall mean a Lender with an Incremental Revolving Credit Commitment or an outstanding Incremental Revolving Loan.

“Incremental Revolving Loan Assumption Agreement” shall mean an Incremental Revolving Loan Assumption Agreement among, and in form and substance reasonably satisfactory to, the Borrower, the Administrative Agent and one or more Incremental Revolving Lenders.

“Incremental Revolving Loans” shall mean a Loan made pursuant to an Incremental Revolving Credit Commitment.

“Incremental Term Borrowing” shall mean a Borrowing comprised of Incremental Term Loans.

“Incremental Term Lender” shall mean a Lender with an Incremental Term Loan Commitment or an outstanding Incremental Term Loan.

“Incremental Term Loan Assumption Agreement” shall mean an Incremental Term Loan Assumption Agreement among, and in form and substance reasonably satisfactory to, the Borrower, the Administrative Agent and one or more Incremental Term Lenders.

“Incremental Term Loan Commitment” shall mean the commitment of any Incremental Term Lender, established pursuant to Section 2.26, to make Incremental Term Loans to the Borrower.

“Incremental Term Loan Maturity Date” shall mean the final maturity date of any Incremental Term Loan, as set forth in the applicable Incremental Term Loan Assumption Agreement.

“Incremental Term Loan Repayment Dates” shall mean the dates scheduled for the repayment of principal of any Incremental Term Loan, as set forth in the applicable Incremental Term Loan Assumption Agreement.

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“Incremental Term Loans” shall mean term loans made by one or more Incremental Term Lenders to the Borrower pursuant to Section 2.01(c).  Incremental Term Loans may be made in the form of additional Term Loans or, to the extent permitted by Section 2.26 and provided for in the relevant Incremental Term Loan Assumption Agreement, Other Term Loans.

“Indebtedness” of any Person shall mean, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits or advances of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person upon which interest charges are customarily paid, (d) all obligations of such Person under conditional sale or other title retention agreements relating to property or assets purchased by such Person, (e) all obligations of such Person issued or assumed as the deferred purchase price of property or services (excluding trade accounts payable and accrued obligations incurred in the ordinary course of business which are not overdue in accordance with their terms or the Borrower’s normal or ordinary business practices or which are being contested in good faith), (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed, (g) all Guarantees by such Person of Indebtedness of others, (h) all Capital Lease Obligations of such Person, (i) net obligations of such Person under any Hedging Agreements, valued at the Agreement Value thereof, (j) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Equity Interests of such Person or any other Person or any warrants, rights or options to acquire such equity interests, valued, in the case of redeemable preferred interests, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends, (k) all obligations of such Person as an account party in respect of letters of credit and (l) all obligations of such Person in respect of bankers’ acceptances.  The Indebtedness of any Person shall include the Indebtedness of any partnership in which such Person is a general partner.

“Indemnified Taxes” shall mean all Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document.

“Indemnitee” shall have the meaning assigned to such term in Section 9.05(b).

“Information” shall have the meaning assigned to such term in Section 9.16.

“Initial Term Lender” shall mean DBNY.

“Intercompany Note” shall mean a promissory note substantially in the form of Exhibit G evidencing indebtedness as contemplated by Section 6.02(h).

“Interest Election Request” shall mean a notice and request substantially in the form of Exhibit H delivered pursuant to Section 2.10.

“Interest Payment Date” shall mean (a) with respect to any ABR Loan (including any Swingline Loan), the last Business Day of each March, June, September and December, and (b) with respect to any Eurodollar Borrowing, the last day of the Interest Period applicable to such Borrowing and, in the case of a Eurodollar Borrowing with an Interest Period of more than three months’ duration, each day that would have been an Interest Payment Date had successive Interest Periods of three months’ duration been applicable to such Borrowing.

“Interest Period” shall mean, with respect to any Eurodollar Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month

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that is 1, 2, 3 or 6 (or, if agreed by all relevant Lenders, 12, or, at the sole discretion of the Administrative Agent, a period shorter than 1 calendar month) months thereafter, as the Borrower may elect; provided that (a) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period and (c) no Interest Period for any Borrowing shall extend beyond the maturity date of such Borrowing.  Interest shall accrue from and including the first day of an Interest Period to but excluding the last day of such Interest Period.  For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

“Investment” shall mean, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition (in one transaction or a series of transactions) (or assumption, as applicable) of capital stock or other Equity Interests, Indebtedness, assets constituting a business unit or all or a substantial part of the business of, another Person or (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor Guarantees Indebtedness of such other Person.  For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment, but less the return of any capital invested paid in cash.

“Investors” shall mean Highstar Capital II, LP, Highstar Capital III, LP and their respective Affiliates.

“IPO Date” shall mean October 12, 2016.

“IRS” shall mean the United States Internal Revenue Service.

“ISP” shall mean, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).

“Issuing Bank” shall mean, as the context may require, (a) DBNY, acting through any of its Affiliates or branches, in its capacity as the issuer of Letters of Credit hereunder and Deutsche Bank Trust Company Americas, solely with respect to the Letters of Credit issued by it and outstanding on the Restatement Effective Date, (b) Bank of America, N.A., (c) Barclays Bank PLC, (d) Credit Suisse AG, acting through any of its Affiliates or branches as it deems appropriate and (e) any other Lender that may become an Issuing Bank pursuant to Section 2.23(i) or Section 2.23(k), with respect to Letters of Credit issued by such Lender.  The Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates or branches of the Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate or branch with respect to Letters of Credit issued by such Affiliate or branch.

“Issuing Bank Fees” shall have the meaning assigned to such term in Section 2.05(c).

“L/C Commitment” shall mean, with respect to each Issuing Bank, the commitment of such Issuing Bank to issue Letters of Credit pursuant to Section 2.23, as such commitment is set forth on Schedule 2.01(b).

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“L/C Disbursement” shall mean a payment or disbursement made by the Issuing Bank pursuant to a Letter of Credit.

“L/C Exposure” shall mean at any time the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time and (b) the aggregate amount of all L/C Disbursements that have not yet been reimbursed by or on behalf of the Borrower at such time.  The L/C Exposure of any Revolving Credit Lender at any time shall equal its Pro Rata Percentage of the aggregate L/C Exposure at such time.  For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

“L/C Participation Fee” shall have the meaning assigned to such term in Section 2.05(c).

“L/C Supportable Obligations” shall mean (i) obligations of the Borrower or any of the Restricted Subsidiaries with respect to workers compensation, surety bonds and other similar statutory obligations and (ii) such other obligations of the Borrower or any of the Restricted Subsidiaries as are not prohibited pursuant to the terms of this Agreement (other than obligations in respect of (x) the Senior Notes, (y) any other Indebtedness or other obligations that are subordinated in right of payment to the Obligations and (z) any Equity Interests).

“Lead Arrangers” shall mean Deutsche Bank Securities Inc., Barclays Bank PLC and Credit Suisse Securities (USA) LLC.

“Lenders” shall mean (a) the Persons listed on Schedule 2.01(a) (other than any such Person that has ceased to be a party hereto pursuant to an Assignment and Acceptance), (b) the Initial Term Lender and each Converting Term Lender and (c) any Person that has become a party hereto pursuant to an Assignment and Acceptance.  Unless the context clearly indicates otherwise, the term “Lenders” shall include the Swingline Lender.

“Letter of Credit” shall mean any standby letter of credit issued pursuant to Section 2.23 and the Existing Letters of Credit.

“LIBO Rate” shall mean:

(a)                                 for any Interest Period with respect to any Eurodollar Borrowing, the rate per annum equal to (i) the ICE Benchmark Administration Limited LIBOR Rate (the “Screen Rate”), as published by Reuters (which page currently being the LIBOR01 page) (or such other commercially available source providing quotations of BBA LIBOR as may be designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two London Banking Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period or (ii) if such published rate is not available at such time for any reason, then the “Eurocurrency Rate” for such Interest Period shall be the rate per annum determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the Eurodollar Borrowing being made, continued or converted by the Administrative Agent and with a term equivalent to such Interest Period would be offered by the Administrative Agent’s London Branch to major banks in the London interbank Eurodollar market at their request at approximately 11:00 a.m. (London time) two London Banking Days prior to the commencement of such Interest Period; and

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(b)                                 for any interest calculation with respect to a ABR Loan on any date, the rate per annum equal to (i) the Screen Rate, at approximately 11:00 a.m., London time determined two London Banking Days prior to such date for Dollar deposits being delivered in the London interbank market for a term of one month commencing that day or (ii) if such published rate is not available at such time for any reason, the rate per annum determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on the date of determination in same day funds in the approximate amount of the ABR Loan being made or maintained and with a term equal to one month would be offered by Administrative Agent’s London Branch to major banks in the London interbank Eurodollar market at their request at the date and time of determination;

provided that in no event shall the LIBO Rate be deemed to be less than zero.

“Lien” shall mean, (a) with respect to any asset, (i) any mortgage, deed of trust, lien (statutory or other), pledge, hypothecation, assignment, encumbrance, license, charge preference, priority or security interest of any kind or nature whatsoever in or on such asset (including any easement, right of way or other encumbrance on title to real property) and (ii) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (b) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

“Limited Condition Acquisition” shall mean any acquisition or investment permitted by this Agreement (including, without limitation, a Permitted Acquisition) whose consummation is not conditioned on the availability of, or on obtaining, third party financing

“Loan Documents” shall mean this Agreement, the Letters of Credit, the Security Documents, the Restatement Agreement, the Notes, if any, the Fee Letter, the Resignation and Assignment Agreement and any other document executed in connection with the foregoing.

“Loan Parties” shall mean the Borrower and the Guarantors.

“Loans” shall mean the Revolving Loans, the Term Loans and the Swingline Loans.

“Mandatory Borrowing” shall have the meaning specified in Section 2.22(f).

“Margin Stock” shall have the meaning assigned to such term in Regulation U.

“Material Adverse Effect” shall mean (a) a material adverse change in, or a material adverse effect on, the operations, business, assets, properties, liabilities or financial condition of the Borrower and the Subsidiaries, taken as a whole, (b) a material impairment of the ability of the Borrower and the other Loan Parties, taken as a whole, to perform their obligations under the Loan Documents or (c) a material impairment of the rights and remedies of or benefits available to the Lenders under the Loan Documents, taken as a whole.

“Material Indebtedness” shall mean Indebtedness (other than the Loans and Letters of Credit), or obligations in respect of one or more Hedging Agreements, of any one or more of the Borrower or a Restricted Subsidiary in an aggregate principal amount exceeding $75,000,000.  For purposes of determining Material Indebtedness, the “principal amount” of the obligations of the Borrower or a Restricted Subsidiary in respect of any Hedging Agreement at any time shall be the Agreement Value of such Hedging Agreement at such time.

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“Maturity Date” shall mean, as applicable, each Incremental Term Loan Maturity Date, the Extended Term Loan Maturity Date, the Revolving Credit Maturity Date and the Term Loan Maturity Date.

“Maximum Rate” shall have the meaning assigned to such term in Section 9.09.

“Minimum Collateral Amount” shall mean, at any time, (i) with respect to Cash Collateral consisting of cash or deposit account balances, an amount equal to 102% of the Fronting Exposure of all Issuing Banks with respect to Letters of Credit issued and outstanding at such time and (ii) otherwise, an amount determined by the Administrative Agent and the Issuing Bank in their sole discretion.

“Moody’s” shall mean Moody’s Investors Service, Inc., or any successor thereto.

“Mortgaged Properties” shall mean, as of the Restatement Effective Date, the owned real properties of the Borrower and the Guarantors that are specified on Schedule 1.01(b), and shall include each other parcel of real property and improvements thereto with respect to which a Mortgage is granted.

“Mortgages” shall mean the mortgages, deeds of trust, deeds to secure debt and other similar security documents delivered pursuant to Section 5.13, 5.16 or 5.18 in form and substance reasonably satisfactory to the Administrative Agent.

“Multiemployer Plan” shall mean a multiemployer plan as defined in Section 4001(a)(3) of ERISA, to which the Borrower, any Restricted Subsidiary or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

“Net Cash Proceeds” shall mean (a) with respect to any Asset Sale the cash proceeds (including cash proceeds subsequently received (as and when received) in respect of noncash consideration initially received), net of (i) selling expenses (including reasonable broker’s fees or commissions, legal fees, transfer and similar taxes and the Borrower’s good faith estimate of income taxes paid or payable in connection with such sale), (ii) amounts provided as a reserve, in accordance with GAAP, against any liabilities under any indemnification obligations or purchase price adjustment associated with such Asset Sale (provided that, to the extent and at the time any such amounts are released from such reserve, such amounts shall constitute Net Cash Proceeds) and (iii) the principal amount, premium or penalty, if any, interest and other amounts on any Indebtedness for borrowed money which is secured by the asset sold in such Asset Sale and which is required to be repaid with such proceeds (other than any such Indebtedness assumed by the purchaser of such asset); provided that, if (x) the Borrower intends to reinvest such proceeds in assets of a kind then reasonably related to the business of the Borrower and the Restricted Subsidiaries within 365 days of receipt of such proceeds and (y) no Default or Event of Default shall have occurred and shall be continuing at the time of such Asset Sale or at the proposed time of the application of such proceeds, such proceeds shall not constitute Net Cash Proceeds except to the extent not so used at the end of such 365-day period (or, if the Borrower or a Restricted Subsidiary has contractually committed (with a Person other than an Investor, any fund managed by an Investor or any subsidiary thereof) within 365 days following receipt of such cash proceeds to reinvest such cash proceeds, the later of (x) such 365th day and (y) 180 days from the date of such commitment) at which time such proceeds shall be deemed to be Net Cash Proceeds; and (b) with respect to any issuance or incurrence of Indebtedness, the cash proceeds thereof, net of all taxes and customary fees, commissions, costs and other expenses incurred in connection therewith.

“NFIP” shall have the meaning assigned to such term in the definition of “Guarantee and Collateral Requirements.”

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“Non-Debt Fund Affiliate” shall mean an Affiliate of the Investors that is neither the Borrower, a Subsidiary nor a Debt Fund Affiliate.

“Non-Defaulting Lender” shall mean, at any time, each Lender that is not a Defaulting Lender at such time.

“Not Otherwise Applied” shall mean, with reference to any proceeds of any transaction or event or of Excess Cash Flow or the Available Amount that is proposed to be applied to a particular use or transaction, that such amount (a) was not required to prepay Loans pursuant to Section 2.13(c) (other than as a result of clause (y) thereof) and (b) has not previously been (and is not simultaneously being) applied to anything other than such particular use or transaction (including, without limitation, Investments permitted under Section 6.02(n), Permitted Acquisitions permitted under Section 6.04(b)(vii), Restricted Payments permitted under Section 6.06(f) or repayments, repurchases or redemptions of the Senior Notes permitted under Section 6.11(y) or (z)).

“Notes” shall mean any promissory notes evidencing the Term Loans, Other Term Loans, Revolving Loans or Swingline Loans, if any, executed and delivered pursuant to Section 2.04(d) and substantially in the form of Exhibit J-1, J-2 or J-3, as applicable.

“Obligations” shall mean all obligations defined as “Obligations” in the Guarantee and Collateral Agreement and the other Security Documents.

“OFAC” shall have the meaning assigned to such term in Section 3.16(a).

“Organizational Documents” shall mean (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction), (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and including any certificate or articles of formation or organization of such entity.

“Original Closing Date” shall mean October 9, 2012, the date of the initial funding under the Existing Credit Agreement.

“Original Term Loans” shall mean the Term Loans (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement immediately prior to the Restatement Effective Date.

“Other Taxes” shall mean all present or future stamp, court or documentary, intangible, excise, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, excluding any such Tax imposed as a result of an assignment by a Lender (an “Assignment Tax”), but only if (i) such Assignment Tax is imposed as a result of a present or former connection of the assignor or assignee with the jurisdiction imposing such Assignment Tax (other than any connection arising from having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to and/or enforced any Loan Documents) and (ii) such assignment was not made at the request of the Borrower pursuant to Section 2.21.

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“Other Term Loans” shall have the meaning assigned to such term in Section 2.26(a).

“Participant” shall have the meaning assigned to such term in Section 9.04(f).

“Participant Register” shall have the meaning specified in Section 9.04(f).

“PBGC” shall mean the Pension Benefit Guaranty Corporation referred to and defined in ERISA.

“Pension Funding Rules” shall mean the rules of the Code and ERISA regarding minimum funding standards (including required contributions and any installment payment thereof) to Plans and set forth in, Sections 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA.

“Perfection Certificate” shall mean the Perfection Certificate substantially in the form of Exhibit B to the Guarantee and Collateral Agreement.

“Permitted Acquisition” shall have the meaning assigned to such term in Section 6.04(b).

“Permitted Amendments” shall have the meaning assigned to such term in Section 2.27.

“Permitted Collateral Liens” shall mean (a) in the case of Collateral other than Mortgaged Property, the Liens permitted under Section 6.01 and (b) in the case of Mortgaged Property, “Permitted Collateral Liens” shall mean the Liens described in clauses (a), (c), (d), (g), (h), (o), (p) and (u) of Section 6.01.

“Permitted Cure Securities” shall mean equity securities (other than Disqualified Stock) of the Borrower that are designated as Permitted Cure Securities in a certificate delivered by the Borrower to the Administrative Agent that are issued in connection with Cure Rights being exercised by the Borrower under Section 7.02 (the net proceeds of which are contributed to the common equity of the Borrower).

“Permitted Holders” shall mean the Investors, their managed funds and their Affiliates and respective subsidiaries (other than the Borrower and its Subsidiaries).

“Permitted Ratio Debt” shall mean Indebtedness of the Borrower or a Restricted Subsidiary (including, without limitation, Indebtedness to third party sellers in connection with Permitted Acquisitions); provided that (a) such Indebtedness is (i) unsecured or (ii) secured by liens ranking junior to those securing the Obligations, subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent, (b) such Indebtedness does not mature prior to the date that is ninety-one (91) days after the latest Maturity Date at the time such Indebtedness is incurred, (c) such Indebtedness has no scheduled amortization or scheduled payments of principal and is not subject to mandatory redemption, repurchase, prepayment or sinking fund obligation (other than customary offers to repurchase upon a change of control or asset sale and customary acceleration rights after an event of default) prior to the date that is ninety-one (91) days after the latest Maturity Date at the time such Indebtedness is incurred, (d) after giving effect thereto and to the use of the proceeds thereof, (i) no Default or Event of Default shall exist or result therefrom and (ii)(x) in the case of any such Indebtedness that is secured by liens ranking junior to those securing the Obligations, on a pro forma basis, the Senior Secured Net Leverage Ratio is less than or equal to 4.00 to 1.00 or (y) in the case of any such Indebtedness that is unsecured, on a pro forma basis, the Total Net Leverage Ratio is less than or equal to 5.00 to 1.00, and (e) such Indebtedness (other than pricing and premiums) is not materially less favorable to the Borrower, the Restricted Subsidiaries taken as a whole (as reasonably determined by the Borrower) than the terms and conditions of this Agreement taken as a whole (as reasonably determined by the Borrower).

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“Permitted Refinancing” shall mean any refinancing, restructuring, refunding, renewal, extension or replacement of Indebtedness permitted hereunder; provided that (i) the principal amount of such indebtedness is not increased at the time of such refinancing, restructuring, refunding, renewal, extension or replacement (except by an amount equal to accrued interest and any premiums, fees and expenses incurred, in connection with such refinancing, restructuring, refunding, renewal, extension or replacement), (ii) the result of such refinancing, restructuring, refunding, renewal, extension or replacement shall not be an earlier maturity date or decreased weighted average life of such Indebtedness and (iii) the terms relating to collateral (if any) and subordination (if any), and other material terms, taken as a whole, of any such refinancing, restructuring, refunding, renewal, extension or replacement indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are not materially less favorable (taken as a whole) to the Loan Parties than the terms of the agreements or instruments governing the Indebtedness being refinanced, refunded, renewed, restructured, extended or replaced (taken as a whole).

“Person” shall mean any natural person, corporation, business trust, joint venture, association, company, limited liability company, partnership, Governmental Authority or other entity.

“Phase Is” shall have the meaning assigned to such term in the definition of “Guarantee and Collateral Requirements.”

“Plan” shall mean any employee pension benefit plan (other than a Multiemployer Plan) that is covered by Title IV of ERISA, and in respect of which the Borrower, any Restricted Subsidiary or any ERISA Affiliate is or, if such plan were terminated, under Section 4069 of ERISA would be, deemed to be an “employer” as defined in Section 3(5) of ERISA.

“Platform” shall have the meaning assigned to such term in Section 9.01.

“Post-Increase Revolving Lenders” shall have the meaning assigned to such term in Section 2.26(b).

“Pre-Increase Revolving Lenders” shall have the meaning assigned to such term in Section 2.26(b).

“Prime Rate” shall mean the rate of interest per annum determined from time to time by DBNY as its prime rate in effect at its principal office in New York City and notified to the Borrower.  The prime rate is a rate set by DBNY based upon various factors including DBNY’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such rate.

“Pro Rata Percentage” of any (a) Revolving Credit Lender at any time shall mean the percentage of the Total Revolving Credit Commitment represented by such Lender’s Revolving Credit Commitment and (b) Term Lender at any time shall mean the percentage of the aggregate Term Loan Commitment represented by such Lender’s Term Loan Commitment.  In the event the Revolving Credit Commitments shall have expired or been terminated, the Pro Rata Percentages shall be determined on the basis of the Revolving Credit Commitments most recently in effect, giving effect to any subsequent assignments.

“Public Lender” shall have the meaning assigned to such term in Section 9.01.

“Qualified ECP Loan Party” shall mean each Loan Party that at the time such Loan Party becomes a Loan Party or any guarantee or grant of security interest becomes effective is (a) a corporation, partnership, proprietorship, organization, trust, or other entity other than a “commodity pool” as defined

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in Section 1a(10) of the CEA and CFTC regulations thereunder that has total assets exceeding $10,000,000, or (b) an Eligible Contract Participant that can cause another person to qualify as an Eligible Contract Participant on the Eligibility Date under Section 1a(18)(A)(v)(II) of the CEA by entering into or otherwise providing a “letter of credit or keepwell, support, or other agreement” for purposes of Section 1a(18)(A)(v)(II) of the CEA.

“Qualified Stock” shall mean any Equity Interests of the Borrower or Holdings, other than Disqualified Stock.

“Real Estate” shall mean all real property at any time owned, operated, granted (as grantor or grantee) or leased (as lessee or sublessee) by the Borrower or a Restricted Subsidiary, or a Subsidiary in the case of Section 3.09.

“Recipient” shall mean (a) the Administrative Agent, (b) any Lender and (c) the Issuing Bank, as applicable.

“Refinanced Term Loans” shall have the meaning assigned to such term in Section 9.08(d).

“Refinancing” shall have the meaning assigned to such term in the definition of “Transactions”.

“Register” shall have the meaning assigned to such term in Section 9.04(d).

“Registered Public Accounting Firm” shall have the meaning specified in the Securities Laws and shall be independent of the Borrower as prescribed by the Securities Laws.

“Regulation U” shall mean Regulation U of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Related Fund” shall mean, with respect to any Lender that is a fund or commingled investment vehicle that invests in bank loans, any other fund that invests in bank loans and is managed or advised by the same investment advisor as such Lender or by an Affiliate of such investment advisor.

“Related Parties” shall mean, with respect to any specified Person, such Person’s Affiliates and the respective directors, trustees, officers, employees, agents and advisors of such Person and such Person’s Affiliates.

“Release” shall mean any release, spill, emission, emptying, leaking, dumping, pumping, injection, pouring, deposit, disposal, escaping, discharge, dispersal, leaching or migration into or through the indoor or outdoor environment or into, through, from, within or upon any building, structure, facility or fixture.

“Repayment Date” shall have the meaning given such term in Section 2.11(a)(i).

“Replacement Term Loans” shall have the meaning assigned to such term in Section 9.08(d).

“Repricing Event” shall mean (i) any prepayment or repayment of Term Loans with the proceeds of, or any conversion of Term Loans into, any new or replacement Indebtedness in the form of term loans with an All-in Yield less than the All-in Yield applicable to the Term Loans subject to such prepayment or repayment and (ii) any amendment to this Agreement which reduces the All-in Yield applicable to the Term Loans (including, for the avoidance of doubt, any required assignment by a non-consenting Lender

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in connection with any amendment pursuant to Section 2.21(a)(iv)), in each case for clause (i) and (ii) other than in connection with a Change in Control.

“Required Lenders” shall mean, at any time, Lenders having Loans (excluding Swingline Loans), L/C Exposure, Swingline Exposure and unused Revolving Credit Commitments and Term Loan Commitments representing more than 50% of the sum of all Loans outstanding (excluding Swingline Loans), L/C Exposure, Swingline Exposure and unused Revolving Credit Commitments and Term Loan Commitments at such time; provided that the Revolving Loans, L/C Exposure, Swingline Exposure and unused Revolving Credit Commitments and Term Loan Commitments of any Defaulting Lender shall be disregarded in the determination of the Required Lenders at any time.

“Responsible Officer” of any Person shall mean any executive officer or Financial Officer of such Person and any other officer or similar official thereof responsible for the administration of the obligations of such Person in respect of this Agreement.

“Restatement Agreement” shall mean the Restatement Agreement, dated as of November 10, 2016, among the Borrower, the Guarantors, the Administrative Agent and the Lenders party thereto.

“Restatement Effective Date” shall mean November 10, 2016.

“Restricted Indebtedness” shall mean any Indebtedness (i) of (x) the Borrower that is by its terms subordinated in right of payment to the Obligations or (y) a Guarantor that is by its terms subordinated in right of payment to the Guarantee of such Guarantor of the Obligations, (ii) that is secured by a Lien on a junior priority basis to the Liens securing the Obligations or (iii) that is unsecured.

“Restricted Payment” shall mean any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests in the Borrower or a Restricted Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in the Borrower or a Restricted Subsidiary.

“Restricted Subsidiary” shall mean a Subsidiary other than an Unrestricted Subsidiary.  Unless the context otherwise requires, “Restricted Subsidiaries” shall include the Borrower.

“Revolving Credit Borrowing” shall mean a Borrowing comprised of Revolving Loans.

“Revolving Credit Commitment” shall mean, with respect to each Lender, the commitment of such Lender to make Revolving Loans hereunder (and to acquire participations in Swingline Loans and Letters of Credit as provided for herein) as such commitment is set forth on Schedule 2.01(a), or in the Assignment and Acceptance pursuant to which such Lender assumed its Revolving Credit Commitment, as applicable, as the same may be (a) reduced from time to time pursuant to Section 2.09, (b) increased from time to time pursuant to Section 2.26 and (c) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04.  Unless the context shall otherwise require, the term “Revolving Credit Commitment” shall include the Incremental Revolving Credit Commitments.

“Revolving Credit Exposure” shall mean, with respect to any Lender at any time, the aggregate principal amount at such time of all outstanding Revolving Loans of such Lender, plus the aggregate amount at such time of such Lender’s L/C Exposure, plus the aggregate amount at such time of such Lender’s Swingline Exposure.

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“Revolving Credit Lender” shall mean a Lender with a Revolving Credit Commitment or an outstanding Revolving Loan.  Unless the context shall otherwise require, the term “Revolving Credit Lender” shall include any Incremental Revolving Lender.

“Revolving Credit Maturity Date” shall mean the date that is five years after the Restatement Effective Date.

“Revolving Loans” shall mean the revolving loans made by the Lenders to the Borrower pursuant to Section 2.01(a).  Unless the context shall otherwise require, the term “Revolving Loans” shall include any Incremental Revolving Loans.

“S&P” shall mean Standard & Poor’s Ratings Service or any successor thereto.

“Sarbanes-Oxley” shall mean the Sarbanes-Oxley Act of 2002, as amended.

“SEC” shall mean the Securities and Exchange Commission.

“Secured Cash Management Agreement” shall mean any Cash Management Agreement that is between a Loan Party and any Cash Management Bank.

“Secured Parties” shall have the meaning assigned to such term in the Guarantee and Collateral Agreement.

“Securities Act” shall mean the Securities Act of 1933, as amended.

“Securities Laws” shall mean the Securities Act, the Exchange Act, Sarbanes-Oxley and the applicable accounting and auditing principles, rules, standards and practices promulgated, approved or incorporated by the SEC or the Public Company Accounting Oversight Board, as each of the foregoing may be amended and in effect on any applicable date hereunder.

“Security Documents” shall mean the Mortgages, the Guarantee and Collateral Agreement and each of the security agreements, mortgages and other instruments and documents executed and delivered pursuant to any of the foregoing.

“Senior Notes” shall mean the Borrower’s 55/8% Senior Notes due 2024 to be issued on the Restatement Effective Date, in an initial aggregate principal amount of $425,000,000.

“Senior Notes Indenture” shall mean the indenture governing the Senior Notes.

“Senior Secured Net Leverage Ratio” shall mean, on any date, the ratio of (i) Total Consolidated Secured Debt on such date, net of the aggregate amount of cash and Cash Equivalents (other than cash or Cash Equivalents restricted in favor of any Person other than the Administrative Agent or any Lender) held on such date to (ii) Consolidated EBITDA for the period of four consecutive fiscal quarters most recently ended on or prior to such date.

“Significant Real Property” shall mean (i) the properties so identified on Schedule 1.01(b), which are owned in fee by the Borrower or a Restricted Subsidiary and have an estimated fair market value in excess of $10,000,000, as reasonably estimated by the Borrower based on available information including, book value, assessed value, insured replacement values and existing appraisals, and reasonably acceptable to the Collateral Agent and (ii) any parcel of real property to which the Borrower or a Restricted Subsidiary acquires fee title after the Restatement Effective Date with an estimated fair market value

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after such acquisition in excess of $10,000,000, as reasonably estimated by the Borrower based on available information including book value, assessed value, insured replacement values and existing appraisals, and reasonably acceptable to the Collateral Agent.

“Solvent” and “Solvency” shall mean with respect to any Person on any date of determination, that on such date (a) the sum of the liabilities (including contingent liabilities) of such Person does not exceed the present fair saleable value of such Person’s assets, (b) the present fair saleable value of the assets of such Person is greater than the total amount that will be required to pay the probable liabilities (including contingent liabilities) of such Person as they become absolute and matured, (c) the capital of such Person is not unreasonably small in relation to its business as conducted on such date, (d) such Person has not, giving effect to any relevant transactions, incurred debts or other liabilities, including current obligations, beyond its ability to pay such debts or other liabilities as they become due (whether at maturity or otherwise) and (e) such Person is able to pay its debts and liabilities, contingent obligations and other commitments as they mature in the ordinary course of business.  The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“Special Purpose Entity” shall mean (i) any Special Purpose Subsidiary or (ii) any other Person that is engaged in the business of acquiring, selling, collecting, financing or refinancing accounts (as defined in the UCC as in effect in any jurisdiction from time to time), other accounts receivable, and/or related assets.

“Special Purpose Financing” shall mean any financing or refinancing of assets consisting of or including accounts (as defined in the UCC as in effect in any jurisdiction from time to time), other accounts receivable, and/or related assets of the Borrower or any Restricted Subsidiary that have been transferred to a Special Purpose Entity or made subject to a Lien in a Financing Disposition.

“Special Purpose Financing Fees” shall mean distributions or payments made directly or by means of discounts with respect to any participation interest issued or sold in connection with, and other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Special Purpose Financing.

“Special Purpose Financing Undertakings” shall mean representations, warranties, covenants, indemnities, guarantees of performance and (subject to clause (y) of the proviso below) other agreements and undertakings entered into or provided by the Borrower or any of its Restricted Subsidiaries that the Borrower determines in good faith (which determination shall be conclusive) are customary or otherwise necessary or advisable in connection with a Special Purpose Financing or a Financing Disposition;  provided  that (x) it is understood that Special Purpose Financing Undertakings may consist of or include (i) reimbursement and other obligations in respect of notes, letters of credit, surety bonds and similar instruments provided for credit enhancement purposes or (ii) Hedging Obligations, or other obligations relating to Interest Rate Agreements, Currency Agreements or Commodities Agreements entered into by the Borrower or any Restricted Subsidiary, in respect of any Special Purpose Financing or Financing Disposition, and (y) subject to the preceding clause (x), any such other agreements and undertakings shall not include any Guarantee of Indebtedness of a Special Purpose Subsidiary by the Borrower or a Restricted Subsidiary that is not a Special Purpose Subsidiary.

“Special Purpose Subsidiary” shall mean any Subsidiary of the Borrower that (a) is engaged solely in (x) the business of acquiring, selling, collecting, financing or refinancing accounts (as defined in the Uniform Commercial Code as in effect in any jurisdiction from time to time), other accounts receivable (including any thereof constituting or evidenced by chattel paper, instruments or general intangibles), all proceeds thereof and all rights (contractual and other), collateral and other assets relating thereto, and

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(y) any business or activities incidental or related to such business, and (b) is designated as a “Special Purpose Subsidiary” by the Borrower.

“SPV” shall have the meaning assigned to such term in Section 9.04(i).

“Statutory Reserves” shall mean a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) established by the Board for Eurocurrency Liabilities (as defined in Regulation D of the Board).  Eurodollar Loans shall be deemed to constitute Eurocurrency Liabilities and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D.  Statutory Reserves shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“subsidiary” shall mean, with respect to any Person (herein referred to as the “parent”), any corporation, partnership, limited liability company, association or other business entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or more than 50% of the general partnership interests are, at the time any determination is being made, owned, Controlled or held, or (b) that is, at the time any determination is made, otherwise Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

“Subsidiary” shall mean a subsidiary of the Borrower.

“Swingline Commitment” shall mean the commitment of the Swingline Lender to, in its discretion, make loans pursuant to Section 2.22, as the same may be reduced from time to time pursuant to Section 2.09.

“Swingline Exposure” shall mean at any time the aggregate principal amount at such time of all outstanding Swingline Loans.  The Swingline Exposure of any Revolving Credit Lender at any time shall equal its Pro Rata Percentage of the aggregate Swingline Exposure at such time.

“Swingline Lender” shall mean, as the context may require, (a) DBNY, acting through any of its Affiliates or branches, in its capacity as lender of Swingline Loans hereunder and (b) any other Lender that may become a Swingline Lender pursuant to Section 2.22(h), with respect to Swingline Loans made by such Lender.

“Swingline Loan” shall mean any loan made by the Swingline Lender pursuant to Section 2.22.

“Synthetic Lease” shall mean of any Person (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).

“Taxes” shall mean any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings (including backup withholding) imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term Borrowing” shall mean a Borrowing comprised of Term Loans.

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“Term Lender” shall mean a Lender with a Term Loan Commitment or an outstanding Term Loan.  Unless the context shall otherwise require, the term “Term Lender” shall include any Incremental Term Lender.

“Term Loan Commitment” shall mean, with respect to the Initial Term Lender, its commitment to make a Term Loan on the Restatement Effective Date in an amount equal to the aggregate principal amount of all Original Term Loans outstanding immediately prior to the Restatement Effective Date minus the aggregate principal amount of the Converted Term Loans.  Unless the context shall otherwise require, the term “Term Loan Commitments” shall include the Incremental Term Loan Commitments.

“Term Loan Maturity Date” shall mean the date that is seven years after the Restatement Effective Date.

“Term Loan Repayment Dates” shall mean the Repayment Dates and the Incremental Term Loan Repayment Dates.

“Term Loans” shall mean (i) the Term Loans made by the Lenders to the Borrower or converted from Original Term Loans pursuant to Section 2.01(b) and (ii) any Original Term Loans.  Unless the context shall otherwise require, the term “Term Loans” shall include any Incremental Term Loans and Replacement Term Loans.

“Total Consolidated Debt” shall mean, at any time of determination with respect to the Borrower, without duplication, and (other than with respect to clause (b)) classified as Indebtedness on the consolidated balance sheet of the Borrower and the Restricted Subsidiaries, (a) the aggregate amount of Indebtedness of the Borrower and the Restricted Subsidiaries for (i) borrowed money or credit obtained or other similar monetary obligations, direct or indirect, (including any unpaid reimbursement obligations with respect to Letters of Credit, but excluding any contingent obligations with respect to Letters of Credit outstanding), (ii) all obligations evidenced by notes, bonds, debentures, or other similar debt instruments (other than performance bonds, landfill closure and post closure bonds and related closure and post-closure liability obligations), (iii) the deferred purchase price of assets or services (other than  trade payables incurred in the ordinary course of business) and (iv) all obligations, liabilities and Indebtedness relating to Capital Lease Obligations and Synthetic Leases which correspond to principal,  plus (b) Indebtedness of the type referred to in clause (a) of another Person Guaranteed by the Borrower and the Restricted Subsidiaries.

“Total Consolidated Secured Debt” shall mean all Total Consolidated Debt secured by a Lien on property or assets of the Borrower or a Restricted Subsidiary.

“Total Net Leverage Ratio” shall mean, on any date, the ratio of (i) Total Consolidated Debt on such date, net of the aggregate amount of cash and Cash Equivalents (other than cash or Cash Equivalents restricted in favor of any Person other than the Administrative Agent or any Lender) held on such date to (ii) Consolidated EBITDA for the period of four consecutive fiscal quarters most recently ended on or prior to such date.

“Total Revolving Credit Commitment” shall mean, at any time, the aggregate amount of the Revolving Credit Commitments, as in effect on such date.  As of the Restatement Effective Date, the aggregate principal amount of the Total Revolving Credit Commitment is $300,000,000.

“Transactions” shall mean, collectively, (a) the Amendment and Restatement, (b) the refinancing of the Borrower’s Existing Senior Notes with the Senior Notes (together with the Amendment and Restatement,

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the “Refinancing”) and (c) the payment of fees, costs and expenses incurred in connection with the foregoing.

“Type” when used in respect of any Loan or Borrowing, shall refer to the Rate by reference to which interest on such Loan or on the Loans comprising such Borrowing is determined.  For purposes hereof, the term “Rate” shall mean the Adjusted LIBO Rate and the Alternate Base Rate.

“UCC” shall mean the Uniform Commercial Code as in effect from time to time (except as otherwise specified) in any applicable state or jurisdiction.

“UCP” shall mean with respect to any Letter of Credit, the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce (“ICC”) Publication No. 600 (or such later version thereof as may be in effect at the time of issuance).

“Unrestricted Subsidiary” shall mean (a) as of the Restatement Effective Date, each Subsidiary of the Borrower listed on Schedule 1.01(e), (b) a Subsidiary of the Borrower designated by the Borrower as an Unrestricted Subsidiary pursuant to Section 5.17 subsequent to the Restatement Effective Date and (c) a subsidiary of an Unrestricted Subsidiary.

“Uniform Customs” shall have the meaning assigned to such term in Section 9.07.

“USA PATRIOT Act” shall mean The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. No. 107-56 (signed into law October 26, 2001)).

“U.S. Lender” shall mean any Lender that is a “United States person” as defined in Section 7701(a)(30) of the Code.

“U.S. Tax Compliance Certificate” shall have the meaning assigned to such term in Section 2.20(f)(ii)(B)(iii).

“Wholly Owned Restricted Subsidiary” shall mean a Wholly Owned Subsidiary of the Borrower that is a Restricted Subsidiary.

“Wholly Owned Subsidiary” of any Person shall mean a subsidiary of such Person of which securities (except for directors’ qualifying shares) or other ownership interests representing 100% of the Equity Interests are, at the time any determination is being made, owned, Controlled or held by such Person or one or more wholly owned subsidiaries of such Person or by such Person and one or more wholly owned subsidiaries of such Person.

“Withdrawal Liability” shall mean liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

“Write-Down and Conversion Powers” shall mean, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

“Yield Differential” shall have the meaning assigned to such term in Section 2.26(b)(ii).

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SECTION 1.02.                              Terms Generally.  The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined.  Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.  The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”  The word “will” shall be construed to have the same meaning and effect as the word “shall”; and the words “asset” and “property” shall be construed as having the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.  All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require.  Except as otherwise expressly provided herein, (a) any reference in this Agreement to any Loan Document shall mean such document as amended, restated, supplemented or otherwise modified from time to time, in each case, in accordance with the express terms of this Agreement, (b) all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower wishes to amend any covenant in Article VI or any related definition to eliminate the effect of any change in GAAP occurring after the Original Closing Date on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Article VI or any related definition for such purpose), then the Borrower’s compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Lenders and (c) for purposes of determining compliance with any provision of this Agreement, the determination of whether a lease is to be treated as an operating lease or capital lease shall be made without giving effect to any change in accounting for leases pursuant to GAAP resulting from the implementation of proposed Accounting Standards Update (ASU) Leases (Topic 840) issued August 17, 2010, or any successor proposal.

SECTION 1.03.                              Pro Forma Calculations.  All pro forma calculations permitted or required to be made by the Borrower or a Subsidiary pursuant to this Agreement shall include only those adjustments that (a) have been certified by a Financial Officer of the Borrower as having been prepared in good faith based upon reasonable assumptions and/or (b) required by the definition of Consolidated EBITDA.

SECTION 1.04.                              Classification of Loans and Borrowings.  For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a “Revolving Loan”) or by Type (e.g., a “Eurodollar Loan”) or by Class and Type (e.g., a “Eurodollar Revolving Loan”).  Borrowings also may be classified and referred to by Class (e.g., a “Revolving Credit Borrowing”) or by Type (e.g., a “Eurodollar Borrowing”) or by Class and Type (e.g., a “Eurodollar Revolving Credit Borrowing”).

SECTION 1.05.                              [Reserved].

SECTION 1.06.                              Limited Condition Acquisitions.  In connection with any action being taken solely in connection with a Limited Condition Acquisition, for purposes of:

(i)                                     determining compliance with any provision of this Agreement which requires the calculation of the Total Net Leverage Ratio or Senior Secured Net Leverage Ratio;

(ii)                                  determining the accuracy of representations and warranties and/or whether a Default or Event of Default shall have occurred and be continuing (or any subset of Defaults or Events of Default); or

(iii)                               testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated Total Assets or by reference to the Available Amount);

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in each case, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), with such option to be exercised on or prior to the date of execution of the definitive agreements related to such Limited Condition Acquisition, the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and if, after giving pro forma effect to the Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness or Liens and the use of proceeds thereof), the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with, regardless of compliance with such basket or ratio at the time of consummation of the relevant transaction; provided that in the case of a determination of the accuracy or representations and warranties, in any event the accuracy of customary “specified representations” will still be required at the time of the consummation of such Limited Condition Acquisition.

For the avoidance of doubt, if the Borrower has made an LCA Election and any of the ratios or baskets for which compliance was determined or tested as of the LCA Test Date are exceeded as a result of fluctuations in any such ratio or basket, including due to fluctuations in Consolidated EBITDA of the Borrower or the Person subject to such Limited Condition Acquisition, at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations.  If the Borrower has made an LCA Election for any Limited Condition Acquisition, then on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a pro forma basis assuming such Limited Condition Acquisition and the other transactions in connection therewith (including any incurrence of Indebtedness or Liens and the use of proceeds thereof) have been consummated.

ARTICLE II

The Credits

SECTION 2.01.                              Commitments.

(a)                                 Subject to the terms and conditions and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, to make Revolving Loans to the Borrower, at any time and from time to time after the Restatement Effective Date, and until the earlier of the Revolving Credit Maturity Date and the termination of the Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Revolving Credit Exposure exceeding such Lender’s Revolving Credit Commitment.  Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving Loans.  Amounts paid or prepaid in respect of Term Loans may not be reborrowed.

(b)                                 Subject to the terms and conditions and relying upon the representations and warranties herein set forth, (i) the Initial Term Lender agrees to make a Term Loan to the Borrower (together with each Loan converted pursuant to clause (ii) below, a “Term Loan”) on the Restatement Effective Date in a principal amount not to exceed its Term Loan Commitment and (ii) each Converted Term Loan of each Converting Term Lender shall be deemed for all purposes hereunder to be a Term Loan of equal principal amount of such Lender effective as of the Restatement Effective Date; provided that the Term Loans shall initially consist of Eurodollar Loans with an Interest Period equal to the remaining Interest Period on the Original Term Loans immediately prior to the Restatement Effective Date.  Notwithstanding the foregoing,

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the Term Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Section 2.02.  Amounts paid or prepaid in respect of Term Loans may not be reborrowed.

(c)                                  Each Lender having an Incremental Loan Commitment, severally and not jointly, hereby agrees, subject to the terms and conditions and relying upon the representations and warranties set forth herein and in the applicable Incremental Loan Assumption Agreement, to make Incremental Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Loan Commitment.  Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.

SECTION 2.02.                              Loans.

(a)                                 Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender).  Except for Loans deemed made pursuant to Section 2.02(f) or Loans made pursuant to Section 2.22, (x) the Loans comprising any Term Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $1,000,000 and not less than $5,000,000 (except, with respect to any Incremental Term Borrowing, to the extent otherwise provided in the related Incremental Term Loan Assumption Agreement or (ii) equal to the remaining available balance of the applicable Commitments and (y) the Loans comprising any Revolving Credit Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $500,000 and not less than $500,000 or (ii) equal to the remaining available balance of the applicable Commitments.

(b)                                 Subject to Sections 2.02(f), 2.08, 2.15 and 2.22, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request pursuant to Section 2.03.  Each Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement.  Borrowings of more than one Type may be outstanding at the same time; provided further that the Borrower shall not be entitled to request any Borrowing that, if made, would result in more than twelve Eurodollar Borrowings outstanding hereunder at any time.  For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.

(c)                                  Except with respect to Loans made pursuant to (i) Section 2.02(f) or (ii) Loans made pursuant to Section 2.22 (which Loans shall be made in accordance with Section 2.22), each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 2:00 p.m., New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account designated by the Borrower in the applicable Borrowing Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders.

(d)                                 Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (c) above and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount.  If the Administrative Agent shall have so made

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funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender agrees, and the Borrower agrees, to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower to but excluding the date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error).  If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement.

(e)                                  Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request any Revolving Credit Borrowing if the Interest Period requested with respect thereto would end after the Revolving Credit Maturity Date.

(f)                                   If the Issuing Bank shall not have received from the Borrower the payment required to be made by Section 2.23(e) within the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent of the L/C Disbursement and the Administrative Agent will promptly notify each Revolving Credit Lender of such L/C Disbursement and its Pro Rata Percentage thereof.  Each Revolving Credit Lender shall pay by wire transfer of immediately available funds to the Administrative Agent not later than 2:00 p.m., New York City time, on such date (or, if such Revolving Credit Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 10:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such L/C Disbursement (it being understood that (i) if the conditions precedent to borrowing set forth in Sections 4.01(b) and (c) have been satisfied, such amount shall be deemed to constitute an ABR Revolving Loan of such Lender and, to the extent of such payment, the obligations of the Borrower in respect of such L/C Disbursement shall be discharged and replaced with the resulting ABR Revolving Credit Borrowing and (ii) if such conditions precedent to borrowing have not been satisfied, then any such amount paid by any Revolving Credit Lender shall not constitute a Loan and shall not relieve the Borrower from their obligations to reimburse such L/C Disbursement), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Credit Lenders.  The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Borrower pursuant to Section 2.23(e) prior to the time that any Revolving Credit Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Credit Lenders that shall have made such payments and to the Issuing Bank, as their interests may appear.  If any Revolving Credit Lender shall not have made its Pro Rata Percentage of such L/C Disbursement available to the Administrative Agent as provided above, such Lender agrees, and the Borrower agrees to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of the Borrower, a rate per annum equal to the interest rate applicable to ABR Revolving Loans pursuant to Section 2.06(a) and (ii) in the case of such Lender, for the first such day, the Federal Funds Effective Rate, and for each day thereafter, the Alternate Base Rate.

SECTION 2.03.                              Borrowing Procedure.  In order to request a Borrowing (other than a Swingline Loan, a deemed Borrowing pursuant to Section 2.02(f) or a Mandatory Borrowing pursuant to Section 2.22(f), in each case, as to which this Section 2.03 shall not apply), the Borrower shall notify the Administrative Agent of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 12:00 (noon), New York City time, three Business Days before a proposed Borrowing and (b) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, on the Business Day of a proposed Borrowing.  Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed

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promptly by hand delivery or fax to the Administrative Agent of a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02.  If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing.  If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration.  The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s Pro Rata Percentage of the requested Borrowing.

SECTION 2.04.                              Evidence of Debt; Repayment of Loans.

(a)                                 The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender (i) the principal amount of each Term Loan of such Lender as provided in Section 2.11 and (ii) the then unpaid principal amount of each Revolving Loan of such Lender on the Revolving Credit Maturity Date.  The Borrower hereby further promises to pay to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the earlier to occur of (i) the date ten Business Days after such Loan is made and (ii) the Revolving Credit Maturity Date.

Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender to the Borrower from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.

(b)                                 The Administrative Agent shall maintain accounts in which it will record (i) the amount of each Loan made hereunder, the Class and Type thereof and, if applicable, the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder from the Borrower or any Guarantor and each Lender’s share thereof.

(c)                                  The entries made in the accounts maintained pursuant to paragraphs (b) and (c) above shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligations of the Borrower to repay the Loans in accordance with their terms.

(d)                                 Any Lender may request that Loans made by it hereunder be evidenced by a promissory note.  In such event, the Borrower shall execute and deliver to such Lender a promissory note payable to such Lender and its registered assigns and in a form and substance reasonably acceptable to the Administrative Agent and the Borrower.  Notwithstanding any other provision of this Agreement, in the event any Lender shall request and receive such a promissory note, the interests represented by such note shall at all times (including after any assignment of all or part of such interests pursuant to Section 9.04) be represented by one or more promissory notes payable to the payee named therein or its registered assigns.

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SECTION 2.05.                              Fees.

(a)                                 From and after the Restatement Effective Date, the Borrower agrees to pay to each Revolving Credit Lender, through the Administrative Agent, on the last Business Day of March, June, September and December in each year and on each date on which any Revolving Credit Commitment of such Lender shall expire or be terminated as provided herein, a commitment fee (a “Commitment Fee”) equal to (x) if the Total Net Leverage Ratio of the Borrower is greater than 4.00:1.00, 0.50% per annum or (y) if otherwise, 0.375% per annum, in each case on the daily unused amount of the Revolving Credit Commitment of such Lender during the preceding quarter (or other period commencing with the Restatement Effective Date or ending with the Revolving Credit Maturity Date or the date on which the Revolving Credit Commitments of such Lender shall expire or be terminated).  All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days.  For purposes of calculating Commitment Fees only, no portion of the Revolving Credit Commitments shall be deemed utilized as a result of outstanding Swingline Loans.

(b)                                 The Borrower agrees to pay to the Administrative Agent, for its own account, the administrative fees set forth in the Fee Letter at the times and in the amounts specified therein (the “Administrative Agent Fees”).

(c)                                  The Borrower agrees to pay (i) to each Revolving Credit Lender, through the Administrative Agent, on the last Business Day of March, June, September and December of each year and on the date on which the Revolving Credit Commitment of such Lender shall expire or be terminated as provided herein (if different from the last Business Day of one of the above mentioned months), a fee (an “L/C Participation Fee”) calculated on such Lender’s Pro Rata Percentage of the daily aggregate L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) during the preceding quarter (or shorter period commencing with the Restatement Effective Date or ending with the Revolving Credit Maturity Date or the date on which all Letters of Credit have been canceled or have expired and the Revolving Credit Commitments of all Lenders shall have been terminated) at a rate per annum equal to the Applicable Margin used to determine the interest rate on Revolving Credit Borrowings comprised of Eurodollar Loans pursuant to Section 2.06(b) and (ii) to the Issuing Bank with respect to each Letter of Credit (x) a fronting fee which shall accrue at the greater of (A) a rate equal to 0.125% on the average daily amount of the L/C Exposure (excluding any portion thereof attributable to unpaid reimbursement obligations pursuant to Section 2.23(e)) and (B) $500 per annum, in each case during the period from and including the Restatement Effective Date to but excluding the later of the date of termination of the Revolving Credit Commitments and the date on which there ceases to be any L/C Exposure as well as (y) the customary issuance and drawing fees and the standard documentation, administration, payment and cancellation charges specified from time to time by the Issuing Bank (the “Issuing Bank Fees”).  All L/C Participation Fees and Issuing Bank Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days.

(d)                                 All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank Fees shall be paid directly to the Issuing Bank.  Once paid, none of the Fees shall be refundable under any circumstances.

SECTION 2.06.                              Interest on Loans.

(a)                                 Subject to the provisions of Section 2.07, the Loans comprising each ABR Borrowing, including each Swingline Loan, shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as applicable, at all times and calculated from and including the

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date of such Borrowing to but excluding the date of repayment thereof) at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin.

(b)                                 Subject to the provisions of Section 2.07, the Loans comprising each Eurodollar Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin.

(c)                                  Interest on each Loan shall be payable on the Interest Payment Dates applicable to such Loan except as otherwise provided in this Agreement.  The applicable Alternate Base Rate or Adjusted LIBO Rate for each Interest Period or day within an Interest Period, as the case may be, shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

SECTION 2.07.                              Default Interest.  If the Borrower shall default in the payment of any principal of or interest on any Loan or any other amount due hereunder or under any other Loan Document, by acceleration or otherwise, then, until such defaulted amount shall have been paid in full, to the extent permitted by law, all overdue amounts under this Agreement and the other Loan Documents shall bear interest (after as well as before judgment), payable on demand, (a) in the case of principal, at the rate otherwise applicable to such Loan pursuant to Section 2.06 plus 2.00% per annum and (b) in all other cases, at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days at all times) equal to the rate that would be applicable to an ABR Loan plus 2.00% per annum.

SECTION 2.08.                              Alternate Rate of Interest.  In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined that (i) Dollar deposits in the principal amounts of the Loans comprising such Borrowing are not generally available in the London interbank market, (ii) the rates at which such Dollar deposits are being offered will not adequately and fairly reflect the cost to the Lenders holding a majority in principal amount of the Loans affected thereby of making or maintaining Eurodollar Loans during such Interest Period or (iii) reasonable means do not exist for ascertaining the Adjusted LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or fax notice of such determination to the Borrower and the Lenders.  In the event of any such determination, until the Administrative Agent shall have advised the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, any request by the Borrower for a Eurodollar Borrowing pursuant to Section 2.03 or Section 2.10 shall be deemed to be a request for an ABR Borrowing.  Each determination by the Administrative Agent under this Section 2.08 shall be conclusive absent manifest error.

SECTION 2.09.                              Termination and Reduction of Commitments.

(a)                                 The Term Loan Commitments (other than any Incremental Term Loan Commitments, which shall terminate as provided in the related Incremental Term Loan Assumption Agreement) shall automatically terminate upon the making of the Term Loans on the Restatement Effective Date.  The Revolving Credit Commitments and the Swingline Commitment shall automatically terminate on the Revolving Credit Maturity Date.  The L/C Commitment shall automatically terminate on the earlier to occur of (i) the termination of the Revolving Credit Commitments and (ii) the date 5 days prior to the Revolving Credit Maturity Date.

(b)                                 Upon at least three Business Days’ prior irrevocable written or fax notice to the Administrative Agent, the Borrower may at any time in whole permanently terminate, or from time to time in part permanently reduce, unutilized portions of the Revolving Credit Commitments or the Swingline Commitment; provided that (i) each partial reduction of the Revolving Credit Commitments shall be in an integral multiple of $1,000,000 and in a minimum amount of $5,000,000, (ii) each partial reduction of the

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Swingline Commitment shall be in an integral multiple of $250,000 and in a minimum amount of $1,000,000, (iii) the Total Revolving Credit Commitment shall not be reduced to an amount that is less than the Aggregate Revolving Credit Exposure at the time and (iv) any such termination or reduction notice may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

(c)                                  Each reduction in the Term Loan Commitments or the Revolving Credit Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments.  The Borrower shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction, the Commitment Fees on the amount of the Revolving Credit Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction.

(d)                                 The Term Loan Commitments shall automatically terminate upon the funding of the Term Loans (and/or the conversion of the Converted Term Loans) to be made on the Restatement Effective Date.

SECTION 2.10.                              Conversion and Continuation of Borrowings.  The Borrower shall have the right at any time upon delivery of an irrevocable Interest Election Request to the Administrative Agent (a) not later than 12:00 (noon), New York City time, one Business Day prior to conversion, to convert any Eurodollar Borrowing into an ABR Borrowing, (b) not later than 12:00 (noon), New York City time, three Business Days prior to conversion or continuation, to convert any ABR Borrowing into a Eurodollar Borrowing or to continue any Eurodollar Borrowing as a Eurodollar Borrowing for an additional Interest Period and (c) not later than 12:00 (noon), New York City time, three Business Days prior to conversion, to convert the Interest Period with respect to any Eurodollar Borrowing to another permissible Interest Period, subject in each case to the following:

(i)                                     [reserved];

(ii)                                  each conversion or continuation shall be made pro rata among the Lenders in accordance with the respective principal amounts of the Loans comprising the converted or continued Borrowing;

(iii)                               if less than all the outstanding principal amount of any Borrowing shall be converted or continued, then each resulting Borrowing shall satisfy the limitations specified in Sections 2.02(a) and 2.02(b) regarding the principal amount and maximum number of Borrowings of the relevant Type;

(iv)                              each conversion shall be effected by each Lender and the Administrative Agent by recording for the account of such Lender the new Loan of such Lender resulting from such conversion and reducing the Loan (or portion thereof) of such Lender being converted by an equivalent principal amount; accrued interest on any Eurodollar Loan (or portion thereof) being converted shall be paid by the Borrower at the time of conversion;

(v)                                 if any Eurodollar Borrowing is converted at a time other than the end of the Interest Period applicable thereto, the Borrower shall pay, upon demand, any amounts due to the Lenders pursuant to Section 2.16;

(vi)                              any portion of a Borrowing maturing or required to be repaid in less than one month may not be converted into or continued as a Eurodollar Borrowing;

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(vii)                           any portion of a Eurodollar Borrowing that cannot be continued as a Eurodollar Borrowing by reason of the immediately preceding clause (vi) shall be automatically converted at the end of the Interest Period in effect for such Borrowing into an ABR Borrowing;

(viii)                        no Interest Period may be selected for any Eurodollar Term Borrowing that would end later than a Term Loan Repayment Date occurring on or after the first day of such Interest Period if, after giving effect to such selection, the aggregate outstanding amount of (A) the Eurodollar Term Borrowings comprised of Term Loans or Other Term Loans, as applicable, with Interest Periods ending on or prior to such Term Loan Repayment Date and (B) the ABR Term Borrowings comprised of Term Loans or Other Term Loans, as applicable, would not be at least equal to the principal amount of Term Borrowings to be paid on such Term Loan Repayment Date; and

(ix)                              after the occurrence and during the continuance of a Default or Event of Default, no outstanding Loan may be converted into, or continued as, a Eurodollar Loan.

Each Interest Election Request pursuant to this Section 2.10 shall be irrevocable and shall specify (i) the identity and amount of the Borrowing that the Borrower requests be converted or continued, (ii) whether such Borrowing is to be converted to or continued as a Eurodollar Borrowing or an ABR Borrowing, (iii) if such notice requests a conversion, the date of such conversion (which shall be a Business Day) and (iv) if such Borrowing is to be converted to or continued as a Eurodollar Borrowing, the Interest Period with respect thereto.  If no Interest Period is specified in any such notice with respect to any conversion to or continuation as a Eurodollar Borrowing, the Borrower shall be deemed to have selected an Interest Period of one month’s duration.  The Administrative Agent shall promptly advise the Lenders of any notice given pursuant to this Section 2.10 and of each Lender’s Pro Rata Percentage of any converted or continued Borrowing.  If the Borrower shall not have given notice in accordance with this Section 2.10 to continue any Borrowing into a subsequent Interest Period (and shall not otherwise have given notice in accordance with this Section 2.10 to convert such Borrowing), such Borrowing shall, at the end of the Interest Period applicable thereto (unless repaid pursuant to the terms hereof), automatically be converted into an ABR Borrowing.

SECTION 2.11.                              Repayment of Term Borrowings.

(a)                                 (i)  The Borrower shall pay to the Administrative Agent, for the account of the Lenders, (x) on the last day of fiscal quarter of the Borrower, commencing with the first full fiscal quarter after the Restatement Effective Date, or if any such date is not a Business Day, on the next preceding Business Day (each such date being called a “Repayment Date”), a principal amount of the Term Loans other than Other Term Loans (as adjusted from time to time pursuant to Sections 2.11(b), 2.12, 2.13(e) and 2.26(d)) equal to 0.25% of the aggregate principal amount of all Term Loans outstanding on the Restatement Effective Date and (y) on the Term Loan Maturity Date, the aggregate principal amount of all Term Loans outstanding on such date, in each case together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment.

(ii)                                  The Borrower shall pay to the Administrative Agent, for the account of the Incremental Term Lenders, on each Incremental Term Loan Repayment Date, a principal amount of the Other Term Loans (as adjusted from time to time pursuant to Sections 2.11(b), 2.12 and 2.13(e)) equal to the amount set forth for such date in the applicable Incremental Term Loan Assumption Agreement, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment.

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(b)                                 In the event and on each occasion that the Term Loan Commitments shall be reduced or shall expire or terminate other than as a result of the making of a Term Loan, the installments payable on each Repayment Date shall be reduced pro rata by an aggregate amount equal to the amount of such reduction, expiration or termination.

(c)                                  To the extent not previously paid, all Term Loans and Other Term Loans shall be due and payable on the Term Loan Maturity Date and the applicable Incremental Term Loan Maturity Date, respectively, together with accrued and unpaid interest on the principal amount to be paid to but excluding the date of payment.

(d)                                 All repayments pursuant to this Section 2.11 shall be subject to Section 2.16, but shall otherwise be without premium or penalty.

SECTION 2.12.                              Voluntary Prepayment.

(a)                                 The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided that each partial prepayment shall be in an amount (x) with respect to Term Loans, that is an integral multiple of $1,000,000 and not less than $5,000,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case), (y) with respect to Revolving Loans, that is an integral multiple of $100,000 and not less than $250,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case) and (z) with respect to Swingline Loans, that is an integral multiple of $100,000 and not less than $250,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case).

(b)                                 Voluntary prepayments of Term Loans shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as directed by the Borrower (or, absent such directions, in direct order of maturity).

(c)                                  Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid but may state that it is subject to any condition precedent, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied; provided further, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension.  All prepayments under this Section 2.12 shall be subject to Sections 2.12(d) and 2.16 but otherwise without premium or penalty.  All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

(d)                                 Upon any voluntary prepayment of Term Loans pursuant to this Section 2.12 in connection with a Repricing Event on or prior to the date that is 180 days after the Restatement Effective Date, the Borrower shall pay a prepayment fee of one percent (1.00%) of the principal amount of the Term Loans so prepaid or subject to such Repricing Event, as applicable.

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SECTION 2.13.                              Mandatory Prepayments.

(a)                                 In the event of any termination of all the Revolving Credit Commitments, the Borrower shall, on the date of such termination, repay or prepay all of their outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank in its sole and absolute discretion with respect to) all outstanding Letters of Credit.  If, after giving effect to any partial reduction of the Revolving Credit Commitments or at any other time, the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment, then the Borrower shall, on the date of such reduction or at such other time, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank in its sole and absolute discretion with respect to) Letters of Credit in an amount sufficient to eliminate such excess.

(b)                                 Not later than the fifth Business Day following the receipt of Net Cash Proceeds in respect of any Asset Sale occurring on or after the Restatement Effective Date, the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans in accordance with Section 2.13(e) to the extent such Net Cash Proceeds, together with the Net Cash Proceeds of all Asset Sales prior to the date of such sale, exceed $25,000,000 in any fiscal year.

(c)                                  No later than the earlier of (i) 105 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2017 and (ii) 15 days after the date on which the financial statements with respect to such period are delivered pursuant to Section 5.01(a), the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(e) in an aggregate principal amount equal to (x) the ECF Percentage of Excess Cash Flow for the fiscal year then ended minus (y) voluntary prepayments of Term Loans under Section 2.12 during such fiscal year or following such fiscal year but prior to the date the prepayment would be required pursuant to this Section 2.13(c) and, in each case, after the Restatement Effective Date, but only to the extent that the Indebtedness so prepaid by its terms cannot be reborrowed or redrawn and such prepayments do not occur in connection with a refinancing of all or any portion of such Indebtedness.

(d)                                 In the event that any Loan Party or a Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed of any Loan Party or a Restricted Subsidiary (other than any cash proceeds from the issuance of Indebtedness for money borrowed permitted pursuant to Section 6.03), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or such Restricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(e).

(e)                                  Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated pro rata between the Term Loans and any Other Term Loans that are secured on a pari passu basis with the Term Loans and applied in the case of the first four installments, in direct order of maturity and thereafter, pro rata against the remaining scheduled installments of principal due in respect of the Term Loans and such Other Term Loans under Sections 2.11(a)(i) and (ii), respectively; provided that such mandatory prepayments shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans; provided, further, that if a Lender rejects its applicable share of such mandatory prepayments, then such mandatory prepayments shall be applied pro rata across ABR Loans and Eurodollar Loans.  To the extent the amount of any mandatory prepayment required under Section 2.13(b), (c) or (d) exceeds the aggregate principal amount of Term Loans then outstanding

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under this Agreement, such excess shall be applied to permanently reduce the then outstanding Revolving Credit Commitments in an amount equal to such excess.

(f)                                   The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment to be paid by the Borrower (other than in connection with a mandatory prepayment under Section 2.13(c) to the extent such calculation is set forth in the compliance certificate delivered pursuant to Section 5.02(a)) and (ii) (other than in connection with a mandatory prepayment under Section 2.13(a)) at least three Business Days prior written notice of such prepayment.  Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid.  All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments).

(g)                                  The Borrower shall prepay all Original Term Loans that are not Converted Term Loans on the Restatement Effective Date.

SECTION 2.14.                              Reserve Requirements; Change in Circumstances.

(a)                                 Notwithstanding any other provision of this Agreement, if any Change in Law shall (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender or the Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate), (ii) subject any Recipient to any Taxes (other than any Excluded Taxes, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.20) on or in respect of its loans, loan payments, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto or (iii) shall impose on such Lender or the Issuing Bank or the London interbank market any other condition (other than Taxes) affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender, the Issuing Bank or such other Recipient of making or maintaining any Eurodollar Loan (or, in the case of any Change in Law with respect to Taxes, any Loan) or increase the cost to any Lender, the Issuing Bank or such other Recipient of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender, the Issuing Bank or such other Recipient hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender, the Issuing Bank or such other Recipient to be material, then the Borrower will pay to such Lender, the Issuing Bank or such other Recipient, as the case may be, upon demand such additional amount or amounts as will compensate such Lender, the Issuing Bank or such other Recipient, as the case may be, for such additional costs incurred or reduction suffered.

(b)                                 If any Lender or the Issuing Bank shall have determined that any Change in Law regarding capital adequacy or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made or participations in Letters of Credit purchased by such Lender pursuant hereto or the Letters of Credit issued by the Issuing Bank pursuant hereto to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy or liquidity) by an amount deemed by such Lender or

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the Issuing Bank to be material, then from time to time the Borrower shall pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender, the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction suffered.

(c)                                  A certificate of a Lender, an Issuing Bank or such other Recipient setting forth the amount or amounts necessary to compensate such Lender, the Issuing Bank or such other Recipient or the holding company of either, as applicable, as specified in paragraph (a) or (b) above shall be delivered to the Borrower and shall be conclusive absent manifest error.  The Borrower shall pay such Lender, the Issuing Bank or such other Recipient the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same.

(d)                                 Failure or delay on the part of any Lender, the Issuing Bank or such other Recipient to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s, the Issuing Bank’s or such other Recipient’s right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender, the Issuing Bank or such other Recipient under paragraph (a) or (b) above with respect to increased costs or reductions with respect to any period prior to the date that is 180 days prior to such request; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any Change in Law within such 180-day period.  The protection of this Section 2.14 shall be available to each Lender, the Issuing Bank and each other Recipient regardless of any possible contention of the invalidity or inapplicability of the Change in Law that shall have occurred or been imposed.

SECTION 2.15.                              Change in Legality.

(a)                                 Notwithstanding any other provision of this Agreement, if any Change in Law shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Loan, then, by written notice to the Borrower and to the Administrative Agent:

(i)                                     such Lender may declare that Eurodollar Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods) and ABR Loans will not thereafter (for such duration) be converted into Eurodollar Loans, whereupon any request for a Eurodollar Borrowing (or to convert an ABR Borrowing to a Eurodollar Borrowing or to continue a Eurodollar Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (or a request to continue an ABR Loan as such or to convert a Eurodollar Loan into an ABR Loan, as the case may be), unless such declaration shall be subsequently withdrawn; and

(ii)                                  such Lender may require that all outstanding Eurodollar Loans made by it be converted to ABR Loans, in which event all such Eurodollar Loans shall be automatically converted to ABR Loans as of the effective date of such notice as provided in paragraph (b) below.

(b)                                 For purposes of this Section 2.15, a notice to the Borrower by any Lender shall be effective as to each Eurodollar Loan made by such Lender, if lawful, on the last day of the Interest Period then applicable to such Eurodollar Loan; in all other cases such notice shall be effective on the date of receipt by the Borrower.

SECTION 2.16.                              Breakage.  The Borrower shall indemnify each Lender against any loss or expense that such Lender may sustain or incur as a consequence of (a) any event, other than a default by such Lender in the performance of its obligations hereunder, which results in (i) such Lender receiving or

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being deemed to receive any amount on account of the principal of any Eurodollar Loan prior to the end of the Interest Period in effect therefor, (ii) the conversion of any Eurodollar Loan to an ABR Loan, or the conversion of the Interest Period with respect to any Eurodollar Loan, in each case other than on the last day of the Interest Period in effect therefor, or (iii) any Eurodollar Loan to be made by such Lender (including any Eurodollar Loan to be made pursuant to a conversion or continuation under Section 2.10) not being made after notice of such Loan shall have been given by the Borrower hereunder (any of the events referred to in this clause (a) being called a “Breakage Event”) or (b) any default in the making of any payment or prepayment required to be made hereunder.  In the case of any Breakage Event, such loss shall include an amount equal to the excess, as reasonably determined by such Lender, of (i) its cost of obtaining funds for the Eurodollar Loan that is the subject of such Breakage Event for the period from the date of such Breakage Event to the last day of the Interest Period in effect (or that would have been in effect) for such Loan over (ii) the amount of interest likely to be realized by such Lender in redeploying the funds released or not utilized by reason of such Breakage Event for such period.  A certificate of any Lender setting forth in reasonable detail any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 shall be delivered to the Borrower and shall be conclusive absent manifest error.

SECTION 2.17.                              Pro Rata Treatment.  Except (a) with respect to an assignment of Term Loans to the Borrower or a Subsidiary pursuant to Section 9.04(l), (b) with respect to extensions of the Term Loan Maturity Date or the Revolving Credit Maturity Date as provided in Section 2.27, (c) with respect to the prepayment in full of the Loans and termination of the Commitments of a non-consenting Lender as provided in Section 2.21, and (d) as provided below in this Section 2.17 with respect to Swingline Loans, subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders, and as required under Section 2.15, each Borrowing, each payment or prepayment of principal of any Borrowing, each payment of interest on the Loans, each payment of the Commitment Fees, each reduction of the Term Loan Commitments or the Revolving Credit Commitments and each conversion of any Borrowing to or continuation of any Borrowing as a Borrowing of any Type shall be allocated pro rata among the Lenders in accordance with their respective applicable Commitments (or, if such Commitments shall have expired or been terminated, in accordance with the respective principal amounts of their outstanding Loans).  For purposes of determining the available Revolving Credit Commitments of the Lenders at any time, each outstanding Swingline Loan shall be deemed to have utilized the Revolving Credit Commitments of the Lenders (including those Lenders which shall not have made Swingline Loans) pro rata in accordance with such respective Revolving Credit Commitments.  Each Lender agrees that in computing such Lender’s portion of any Borrowing to be made hereunder, the Administrative Agent may, in its discretion, round each Lender’s percentage of such Borrowing to the next higher or lower whole Dollar amount.

SECTION 2.18.                              Sharing of Setoffs.  Each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against the Borrower or any other Loan Party, or pursuant to a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Loan or L/C Disbursement as a result of which the unpaid principal portion of its Loans and participations in L/C Disbursements shall be proportionately less than the unpaid principal portion of the Loans and participations in L/C Disbursements of any other Lender, it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the Loans and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Loans and L/C Exposure and participations in Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding as the principal amount of its Loans and L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all

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Loans and L/C Exposure outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided that (i) if any such purchase or adjustments shall be made pursuant to this Section 2.18 and the payment giving rise thereto shall thereafter be recovered, such purchase or adjustments shall be rescinded to the extent of such recovery and the purchase price or adjustment restored without interest and (ii) the provisions of this Section 2.18 shall not be construed to apply to (x) any payment made by the Borrower or a Subsidiary pursuant to and in accordance with the express terms of this Agreement (including, without limitation, in connection with an assignment of Term Loans to the Borrower or a Subsidiary pursuant to Section 9.04(l)) or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or Participant.  The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Loan or L/C Disbursement deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof as fully as if such Lender had made a Loan directly to the Borrower in the amount of such participation.

SECTION 2.19.                              Payments.

(a)                                 The Borrower shall make each payment (including principal of or interest on any Borrowing, any L/C Disbursement or any Fees or other amounts) hereunder or under any other Loan Document not later than 12:00 (noon), New York City time, on the date when due in immediately available Dollars, without setoff, defense or counterclaim.  Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon.  Each such payment (other than (i) Issuing Bank Fees, which shall be paid directly to the Issuing Bank, and (ii) principal of and interest on Swingline Loans, which shall be paid directly to the Swingline Lender except as otherwise provided in Section 2.22(e)) shall be made to the Administrative Agent at its offices at 60 Wall Street, New York, NY 10005.  The Administrative Agent shall promptly distribute to each Lender any payments received by the Administrative Agent on behalf of such Lender.

(b)                                 Except as otherwise expressly provided herein, whenever any payment (including principal of or interest on any Borrowing or any Fees or other amounts) hereunder or under any other Loan Document shall become due, or otherwise would occur, on a day that is not a Business Day, such payment may be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest or Fees, if applicable.