Common use of PRELIMINARY STATEMENTS Clause in Contracts

PRELIMINARY STATEMENTS. Reference is made to that certain First Lien Credit Agreement, dated as of August 6, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time immediately prior to the date hereof, the “Original Credit Agreement”), by and among, inter alios, the Parent Borrower, the other Borrowers party thereto from time to time, the Guarantors party thereto from time to time, the lenders party thereto from time to time, and Bank of America, N.A., as administrative agent. The Parent Borrower has requested that the Original Credit Agreement be amended and restated as provided herein to, among other things, provide for Term B Loans on the Closing Date in an initial aggregate principal amount of $600,000,000. The Lenders party hereto have agreed pursuant to Sections 2.15 of the Original Credit Agreement to refinance in full the loans outstanding under the Original Credit Agreement with new Term B Loans under this Agreement and to amend and restate the Original Credit Agreement in accordance with the terms hereof. The proceeds of the Term B Loans, together with (i) a portion of the cash on hand at the Parent Borrower and its Subsidiaries and (ii) the proceeds of the Unsecured Notes in an initial aggregate principal amount of $500,000,000 under the Unsecured Notes Indenture, will be used on the Closing Date by the Borrowers (a) to consummate the Closing Date Refinancing, (b) to pay the Transaction Expenses and (c) to finance upfront fees and original issue discount with respect to the Facilities. The Lenders have indicated their willingness to lend on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. Reference is made The Borrower, Barclays Bank PLC, as administrative agent and collateral agent (the “Existing Administrative Agent”), and each Lender from time to that certain First Lien time party thereto are parties to the Term Loan Credit Agreement, Agreement dated as of August 6September 30, 2019 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time immediately prior to the date hereof, the “Original Existing Credit Agreement”), by and among, inter alios, the Parent Borrower, the other Borrowers party thereto from time to time, the Guarantors party thereto from time to time, the lenders party thereto from time to time, and Bank of America, N.A., as administrative agent. The Parent Borrower has requested that the Original Existing Credit Agreement be amended provided the Borrower with Initial Canadian Term Loans on the Closing Date in an initial aggregate principal amount of C$130,000,000 and restated as provided herein to, among other things, provide for Initial U.S. Term B Loans on the Closing Date in an initial aggregate principal amount of $600,000,000. The Lenders party hereto have agreed pursuant 370,000,000 and, on the First Amendment Effective Date, the Borrower was provided an incremental term loan facility in an aggregate principal amount not exceeding $905,000,000, comprising (a) term loans, which were incurred on the First Amendment Effective Date in an aggregate principal amount of $805,000,000 and were used to Sections 2.15 of the Original Credit Agreement to refinance repay in full the loans Initial Term Loans outstanding under as of the Original Credit Agreement with new Term B Loans under this Agreement First Amendment Effective Date and to amend and restate the Original Credit Agreement in accordance with the terms hereof. The proceeds of the Term B Loans, together with (i) finance a portion of the cash on hand at consideration in connection with the Parent Borrower First Amendment Transactions and its Subsidiaries the other transactions contemplated thereby herein (including fees and expenses in connection with the First Amendment) and (iib) the proceeds of the Unsecured Notes delayed draw term loans in an initial aggregate principal amount of $500,000,000 100,000,000, which were incurred on October 15, 2018 in connection with Pre-Approved Acquisitions. As of the First Amendment Effective Date, all Initial Term Loans (and any accrued and unpaid interest thereon) under the Unsecured Notes IndentureExisting Credit Agreement was repaid in full. The Borrower has requested the Additional 2018 Incremental Term Lenders to provide, will on the terms and subject to the conditions set forth in the Second Amendment and herein, New Term Loans on the Second Amendment Effective Date (as defined below) in an aggregate principal amount of $1,710,000,000 to be used on to finance a portion of the Closing Date consideration paid in connection with the Borrower’s acquisition (the “Acquisition”), indirectly through ▇▇▇▇▇ ▇▇▇▇▇▇ Sub Inc., a newly-formed Delaware corporation and an indirect, wholly-owned subsidiary of the Borrower (the “Buyer”), of Wrangler Super Holdco Corp., a corporation organized under the laws of Delaware (the “Target”), from the equity holders thereof, pursuant to the Agreement and Plan of Merger, dated as of October 9, 2018 (together with all exhibits, schedules and other disclosure letters thereto, collectively, and as amended prior to the date hereof, the “Merger Agreement”) by and among the Borrowers Buyer, GFL Environmental Holdings (US), Inc., a Delaware corporation and the indirect parent of the Borrower, the Target, solely for purposes of Article X thereof, the Borrower and the securityholder representative identified therein. Pursuant to the Merger Agreement, the Buyer will merge with and into the Target, with the Target remaining as the surviving corporation of the merger and becoming a wholly-owned, indirect subsidiary of the Borrower. The Existing Administrative Agent, the Administrative Agent, the Collateral Agent and each of the Lenders party to the First Amendment have agreed to (a) amend the Existing Credit Agreement to consummate provide for the Closing Date Refinancing, 2018 Incremental Term Loans extended by the 2018 Incremental Term Lenders and (b) to pay the Transaction Expenses and (c) to finance upfront fees and original issue discount with respect make certain other amendments to the FacilitiesExisting Credit Agreement. The Lenders have indicated their willingness to lend on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree that the Existing Credit Agreement is hereby amended and restated in its entirety as follows:

PRELIMINARY STATEMENTS. Reference is made to that certain First Lien The Borrower, Bright Horizons Capital Corp., the Lenders, ▇▇▇▇▇▇▇ ▇▇▇▇▇ BANK USA, as Administrative Agent, Swing Line Lender, L/C Issuer, Joint Lead Arranger and Joint Bookrunner, entered into the Credit Agreement, Agreement dated as of August 6January 30, 2019 2013 (as amended by Amendment No. 1 dated as of November 19, 2014, as supplemented by the Incremental Joinder dated as of December 9, 2014, as amended by the Extension and Incremental Amendment dated as of January 26, 2016, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time immediately prior to the date hereof, the “Original Existing Credit Agreement”). The Borrower, by and among, inter aliosBright Horizons Capital Corp., the Parent BorrowerLenders, the other Borrowers party thereto from time to time▇▇▇▇▇▇▇ Sachs Bank USA, the Guarantors party thereto from time to timeas existing Administrative Agent, the lenders party thereto from time to timeL/C Issuer and Swing Line Lender, and Bank of AmericaJPMorgan Chase Bank, N.A., as administrative agent. The Parent successor Administrative Agent and L/C Issuer, have entered into the Incremental and Amendment and Restatement Agreement, dated as of November 7, 2016 (the “Incremental and Amendment and Restatement Agreement”), pursuant to which (i) the Effective Date Term B Lenders (as defined below) agreed to make Effective Date Term B Loans (as defined below) in an aggregate principal amount of $925,000,000 on the Amendment and Restatement Effective Date (as defined below), (ii) the Delayed Draw Term B Lenders (as defined below) agreed to make Delayed Draw Term B Loans (as defined below) in an aggregate principal amount of up to $200,000,000 on the Delayed Draw Funding Date (as defined below), (iii) the Borrower has requested that agreed to use the Original Credit Agreement be amended and restated as provided herein proceeds of such Effective Date Term B Loans to, among other things, provide for Term B Loans on prepay in full the Closing Date in an initial aggregate outstanding principal amount of $600,000,000. The Lenders party hereto the Existing Term Loans (as defined in the Incremental and Amendment and Restatement Agreement), together with any accrued but unpaid interest and fees thereon and (iv) the parties thereto have agreed pursuant agreed, subject to Sections 2.15 of the Original Credit Agreement to refinance in full the loans outstanding under the Original Credit Agreement with new Term B Loans under this Agreement terms and conditions thereof, to amend and restate the Original Existing Credit Agreement to be in the form hereof. As of the Amendment and Restatement Effective Date, the Existing Credit Agreement will be amended and restated in the form of this Agreement in accordance with the terms hereof. The proceeds of the Term B Loans, together with (i) a portion of the cash on hand at the Parent Borrower Incremental and its Subsidiaries Amendment and (ii) the proceeds of the Unsecured Notes in an initial aggregate principal amount of $500,000,000 under the Unsecured Notes Indenture, will be used on the Closing Date by the Borrowers (a) to consummate the Closing Date Refinancing, (b) to pay the Transaction Expenses and (c) to finance upfront fees and original issue discount with respect to the Facilities. The Lenders have indicated their willingness to lend on the terms and subject to the conditions set forth hereinRestatement Agreement. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. Reference is made to that certain First Lien Credit Agreement, dated as of August 6, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time immediately prior to the date hereof, the “Original Credit Agreement”), by and among, inter alios, the Parent Borrower, the other Borrowers party thereto from time to time, the Guarantors party thereto from time to time, the lenders party thereto from time to time, and Bank of America, N.A., as administrative agent. The Parent Initial Borrower has requested that the Original Credit Agreement be amended Lenders extend credit to the Initial Borrower in the form of (i) Initial Term Loans (as this and restated as provided herein to, among other things, provide for Term B Loans capitalized terms used in these preliminary statements are defined below) on the Closing Date in an aggregate principal amount of $215,000,000.00 and (ii) Revolving Credit Commitments in an initial aggregate principal amount of $600,000,00025,000,000.00 (which Revolving Credit Commitments shall include sub-limits as set forth herein with respect to Letters of Credit and Swing Line Loans). The Lenders party hereto have agreed pursuant Revolving Credit Commitments permit the issuance of one or more Letters of Credit from time to Sections 2.15 time and the making of the Original one or more Revolving Credit Agreement Loans from time to refinance in full the loans outstanding under the Original Credit Agreement with new Term B Loans under this Agreement and to amend and restate the Original Credit Agreement in accordance with the terms hereoftime. The proceeds of the Term B Loans, together with (i) all or a portion of the cash Initial Term Loans funded on hand at the Parent Borrower Closing Date, collectively with the proceeds of all or a portion of any Revolving Credit Borrowing made on the Closing Date and its Subsidiaries and (ii) the proceeds of the Unsecured Notes in an initial aggregate principal amount of $500,000,000 under the Unsecured Notes IndentureEquity Contribution, will be used on the Closing Date by to finance all or a portion of the Borrowers Transactions including to fund (a) (i) the payment of consideration pursuant to consummate the Closing Date Refinancingterms and conditions of the Purchase Agreement and the other payments contemplated by the Purchase Agreement (including purchase price adjustments, working capital adjustments and/or to pay for acquired cash) (collectively, the “Acquisition Consideration”), (b) repayment in full of all outstanding Indebtedness of the Salt Borrower and its Subsidiaries under the Existing Credit Agreement (as defined below) and the release of all guarantees, liens, security interests or other obligations (other than contingent indemnification obligations for which no claim has been asserted or any such other obligations that survive pursuant to pay the Transaction Expenses and terms of the Existing Credit Agreement) with respect thereto (the “Closing Date Refinancing”); (c) to finance upfront fees the payment of Transaction Costs (as defined below), (d) the cash collateralization, backstop or replacement of letters of credit of the Target and original issue discount with respect to its subsidiaries outstanding on the FacilitiesClosing Date, and (e) working capital and general corporate purposes. Immediately following the payment of the Acquisition Consideration and the closing of the Transactions, the Closing Date Assignment will occur. The applicable Lenders have indicated their willingness to lend and each L/C Issuer has indicated its willingness to issue Letters of Credit on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. Reference is made The Borrower has requested that the Lenders extend credit to the Borrower in the form of (i) Term A Loans (as this and other capitalized terms used in these preliminary statements are defined in Section 1.01 below) on the First Amendment Effective Date in an initial aggregate principal amount of $250,000,000 and (ii) Initial Revolving Credit Commitments in an initial aggregate principal amount of $150,000,000. The Initial Revolving Credit Commitments permit the issuance of one or more Letters of Credit from time to time and the making of one or more Swing Line Loans from time to time. Substantially concurrently with the occurrence of the Closing Date, all outstanding indebtedness for borrowed money of the Borrower and its subsidiaries under that certain First Lien Credit Agreement, dated as of August 61, 2019 (as amended2014, restated, amended and restated, supplemented or otherwise modified from time to time immediately prior to the date hereof, the “Original Credit Agreement”), by and among, inter alios, Holdings, the Parent Borrower, the other Borrowers subsidiary guarantors party thereto from time to time, the Guarantors party thereto from time to timethereto, the lenders party thereto from time to timeand UBS AG, and Bank of America, N.A.Stamford Branch, as administrative agent. The Parent Borrower has requested that , will be repaid, redeemed, discharged, refinanced, replaced or terminated and in each case, the Original Credit Agreement liens and guarantees in support thereof shall be amended and restated as provided herein to, among other things, provide for Term B Loans on released or terminated (the “Closing Date in an initial aggregate principal amount of $600,000,000. The Lenders party hereto have agreed pursuant to Sections 2.15 of the Original Credit Agreement to refinance in full the loans outstanding under the Original Credit Agreement with new Term B Loans under this Agreement and to amend and restate the Original Credit Agreement in accordance with the terms hereofRefinancing”). The proceeds of the Term B LoansA Loans (as defined in this Agreement immediately prior the First Amendment), together with (i) a portion of the cash on hand at the Parent Borrower and its Subsidiaries and (ii) the proceeds of the Unsecured Notes in an initial aggregate principal amount of $500,000,000 under the Unsecured Notes Indenture, Initial Revolving Borrowing will be used on the Closing Date by the Borrowers (a) to consummate the Closing Date Refinancing, (b) Borrower to pay the Transaction Expenses and (c) to finance upfront fees and original issue discount with respect to fund the FacilitiesClosing Date Refinancing. The applicable Lenders have indicated their willingness to lend and the L/C Issuer has indicated its willingness to so issue Letters of Credit, in each case, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. Reference is made to that certain First Lien Credit AgreementOn the Original Closing Date, dated as of August 6a credit agreement was entered into among the Borrower, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time immediately prior to the date hereof, the “Original Credit Agreement”), by and among, inter alios, the Parent BorrowerHoldings, the other Borrowers party thereto from time to time, the Guarantors party thereto from time to time, the lenders Lenders and Bank of America, N.A. as Administrative Agent (as amended and restated on February 14, 2020, the “Original Term Loan Credit Agreement”). On November 16, 2012, a credit agreement was entered into among the Borrower, Holdings, the other Guarantors party thereto from time to time, the Lenders and Bank of America, N.A.N.A. as Administrative Agent (as amended and restated on June 28, as administrative agent2013, March 6, 2015, August 10, 2017 and February 14, 2020, the “Original Revolving Credit Agreement”). The Parent Borrower has requested that the Original Credit Agreement be amended and restated as provided herein to, among other things, provide for applicable Lenders extend credit to the Borrower in the form of (i) the Initial Term B Loans on the Closing Date in an initial aggregate principal amount of $600,000,000. The Lenders party hereto have agreed pursuant to Sections 2.15 of the Original Credit Agreement to refinance in full the loans outstanding under the Original Credit Agreement with new Term B Loans under this Agreement and to amend and restate the Original Credit Agreement in accordance with the terms hereof. The proceeds of the Term B Loans, together with (i) a portion of the cash on hand at the Parent Borrower and its Subsidiaries 1,350,000,000 and (ii) the proceeds of the Unsecured Notes Revolving Credit Facility in an initial aggregate principal amount of $500,000,000 under 370,000,000. The proceeds of the Initial Term Loans, together with the proceeds of the Senior Unsecured Notes Indentureand all or a portion of a Revolving Borrowing, will be used on by the Borrower to directly or indirectly (i) refinance the entire aggregate principal amount of term loans outstanding under the Original Term Loan Credit Agreement immediately prior to the Closing Date by Date, (ii) refinance the Borrowers entire aggregate principal amount outstanding under the Original Revolving Credit Agreement and terminate the commitments thereunder, (aiii) redeem all of the Borrower’s 7.875% senior secured notes due 2022, 8.500% senior secured notes due 2024 and 7.625% senior notes due 2023 through a tender offer, redemption, satisfaction and discharge or otherwise (clauses (i), (ii) and (iii) are collectively referred to consummate herein as the “Closing Date Refinancing, Refinancing Transactions”) and (biv) to pay the Transaction Expenses costs and (c) expenses related thereto and to finance upfront fees and original issue discount with respect fund cash to the FacilitiesBorrower’s balance sheet. The Lenders have indicated their willingness proceeds of the Revolving Credit Facility will also be used by the Borrower and its Restricted Subsidiaries to lend on the terms replace, backstop or cash collateralize Existing Letters of Credit, for working capital and general corporate purposes (including permitted acquisitions) subject to the conditions terms set forth herein. The Borrower has requested that the Lenders amend and restate the Original Term Loan Credit Agreement in its entirety as set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. Reference This Agreement is made to that certain First Lien Credit Agreement, dated as of August 6, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time immediately prior effective pursuant to the date hereof, the “Original Credit Agreement”), by Amendment and among, inter alios, the Parent Borrower, the other Borrowers party thereto from time Restatement Agreement to time, the Guarantors party thereto from time to time, the lenders party thereto from time to time, and Bank of America, N.A., which this Agreement is attached as administrative agent. Annex A. The Parent Borrower has requested that the Original Credit Agreement be amended and restated as provided herein to, among other things, provide for Lenders extend credit to the Borrower in the form of (i) Term B Loans (as defined prior to giving effect to the Third Incremental Amendment Effective Date) in an initial aggregate Dollar Amount of $1,775,000,000, (ii) Term C Loans (as defined prior to giving effect to the Third Incremental Amendment Effective Date) in an initial aggregate Dollar Amount of $425,000,000 and (iii) a Revolving Credit Facility in an initial aggregate Dollar Amount of $352,000,000. The Revolving Credit Facility may include one or more Letters of Credit from time to time and one or more Swing Line Loans from time to time. The proceeds of the New Term Loans (as defined in the Amendment and Restatement Agreement), together with a portion of the Borrower’s cash on hand, are being used by the Borrower on the Closing Date in an initial aggregate principal amount of $600,000,000. The Lenders party hereto have agreed pursuant to Sections 2.15 refinance all obligations of the Original Credit Agreement to refinance in full the loans outstanding Borrower under the Original Credit Agreement with new that are not subject to the Term B Loans under this Agreement Loan Conversion (as defined in the Amendment and Restatement Agreement) and to amend pay any related fees and restate the Original Credit Agreement expenses in accordance with the terms hereofconnection therewith. The proceeds of Revolving Credit Loans made after the Term B Loans, together with (i) a portion Closing Date will be used for working capital and other general corporate purposes of the cash on hand at Borrower and its Subsidiaries, including the Parent financing of Permitted Acquisitions. Swing Line Loans and Letters of Credit will be used for general corporate purposes of the Borrower and its Subsidiaries (and (ii) the proceeds of the Unsecured Notes in an initial aggregate principal amount of $500,000,000 under the Unsecured Notes Indenture, will be used on the Closing Date by the Borrowers (a) to consummate the Closing Date Refinancing, (b) to pay the Transaction Expenses and (c) to finance upfront fees and original issue discount with respect to the Facilitiesas otherwise expressly provided herein). The applicable Lenders have indicated their willingness to lend lend, and the L/C Issuers have indicated their willingness to issue Letters of Credit, in each case, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. Reference is made to that certain First Lien Credit Agreement, dated as of August 6, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time immediately prior Prior to the date hereofof this Agreement, the “Original Credit Agreement”)Borrowers and the Guarantors, by and among, inter alios, on the Parent Borrower, the other Borrowers party thereto from time to time, the Guarantors party thereto from time to time, the lenders party thereto from time to timeone hand, and Bank of America, N.A., as administrative agentthe Administrative Agent, and the lenders party thereto, on the other hand, entered into that certain Second Amended and Restated Credit Agreement, dated as of May 19, 2016 (as amended pursuant to that certain First Amendment to Second Amended and Restated Credit Agreement dated as of December 22, 2016, that certain Joinder, Assumption and Amendment Agreement dated as of May 30, 2017, that certain Third Amendment to Second Amended and Restated Credit Agreement dated as of August 1, 2017, that certain Fourth Amendment to Second Amended and Restated Credit Agreement dated as of February 26, 2018 and that certain Fifth Amendment to Second Amended and Restated Credit Agreement dated as of November 1, 2019, and as further amended from time to time and in effect immediately prior to the Third Restatement Date (as defined below), the “Existing Credit Agreement”), pursuant to which the lenders party thereto provided the Borrowers and Guarantors with certain financial accommodations. The Parent Borrower has Borrowers have requested that the Original Administrative Agent and the Lenders amend and restate the Existing Credit Agreement be amended and restated as provided herein to, among other things, provide for increase the Revolving Credit Commitment to $350,000,000, increase the Term B Loans on Commitment to the Closing Date in an initial aggregate principal amount Dollar Equivalent of $600,000,000. The Lenders party hereto have agreed pursuant 100,000,000, denominated in Euros, to increase the potential aggregate incremental increase of the Revolving Credit Facility and the Term Facility under Sections 2.15 of and 2.16 to $200,000,000, extend the Original Maturity Date, and effect the other changes set forth in this Credit Agreement to refinance in full Agreement, and the loans outstanding under Administrative Agent and the Original Credit Agreement with new Term B Loans under this Agreement and to amend and restate the Original Credit Agreement in accordance with the terms hereof. The proceeds of the Term B Loans, together with (i) a portion of the cash on hand at the Parent Borrower and its Subsidiaries and (ii) the proceeds of the Unsecured Notes in an initial aggregate principal amount of $500,000,000 under the Unsecured Notes Indenture, will be used on the Closing Date by the Borrowers (a) to consummate the Closing Date Refinancing, (b) to pay the Transaction Expenses and (c) to finance upfront fees and original issue discount with respect to the Facilities. The Lenders have indicated their willingness to so amend the Existing Credit Agreement and to lend and the L/C Issuer has indicated its willingness to issue letters of credit, in each case, on the terms and subject to the conditions set forth herein. In accordance with Section 11.01 of the Existing Credit Agreement, the Borrowers, the Guarantors, the Lenders and the Administrative Agent desire to amend and restate the Existing Credit Agreement as provided herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. Reference is made Pursuant to that certain First Lien Credit Agreement, dated as of August 6, 2019 the Merger Agreement (as amendedthis and other capitalized terms used in these preliminary statements are defined in Section 1.01 below), restatedMerger Sub, amended a direct wholly owned subsidiary of Holdings, will merge (the “Merger”) with and restatedinto the Parent Borrower, supplemented with (i) subject to dissenters’ rights, the Merger Consideration being paid, and (ii) Parent Borrower surviving as a wholly-owned subsidiary of the Parent Borrower. The Borrowers have requested that substantially simultaneously with the consummation of the Merger, the Lenders extend credit in the form of a Revolving Credit Facility to the Borrowers. The Revolving Credit Facility may include one or otherwise modified more Letters of Credit from time to time immediately prior to the date hereof, the “Original Credit Agreement”), by and among, inter alios, the Parent Borrower, the other Borrowers party thereto one or more Swing Line Loans from time to time, the Guarantors party thereto from time to time, the lenders party thereto from time to time, and Bank of America, N.A., as administrative agent. The Parent Borrower has requested that the Original Credit Agreement be amended and restated as provided herein to, among other things, provide for Term B Loans on the Closing Date in an initial aggregate principal amount of $600,000,000. The Lenders party hereto have agreed pursuant to Sections 2.15 of the Original Credit Agreement to refinance in full the loans outstanding under the Original Credit Agreement with new Term B Loans under this Agreement and to amend and restate the Original Credit Agreement in accordance with the terms hereof. The proceeds of the Term B LoansInitial Revolving Borrowing (to the extent permitted in accordance with the definition of the term “Permitted Initial Revolving Borrowing Purposes”), together with (i) a portion of which may include revolver borrowings to pay a cash portion of the cash on hand at Merger Consideration and the Parent Borrower and its Subsidiaries and Transaction Expenses, (iiiii) the proceeds of the Unsecured Notes in an initial aggregate principal amount issuance of $500,000,000 under the Unsecured Notes IndentureNew Senior Notes, and (iv) the proceeds of the Equity Contribution, will be used on to finance the Debt Repayment and to pay the cash portion of the Merger Consideration and the Transaction Expenses. The proceeds of Revolving Credit Loans and Swing Line Loans made after the Closing Date by and Letters of Credit will be used for (i) working capital needs of the Borrowers (a) to consummate the Closing Date Refinancingand their Subsidiaries, (bii) to pay other general corporate purposes of the Transaction Expenses Borrowers and their Subsidiaries, and (ciii) to finance upfront fees any other purpose not prohibited by this Agreement, including Restricted Payments and original issue discount with respect to repayments of the FacilitiesRetained Existing Notes on their respective maturity dates. The applicable Lenders have indicated their willingness to lend lend, and the L/C Issuers have indicated their willingness to issue Letters of Credit, in each case, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. Reference The Borrower is made party to that certain First Lien Credit Agreement, dated as of August 6April 18, 2019 2018 (as amended, restated, amended and restatedrestated by that certain Amendment and Restatement Agreement, dated as of the 2022 Closing Date, and as further amended, supplemented or otherwise modified from time to time immediately prior to the date hereofClosing Date, the “Original Existing Credit Agreement”), by and among, inter alios, among the Parent Borrower, the other Borrowers party thereto Guarantors from time to timetime party thereto, the Guarantors party thereto lenders from time to time, the lenders time party thereto from time to time, and Bank of America, N.A., as administrative agent, swing line lender and L/C issuer pursuant to which the lenders thereunder have extended or committed to extend certain credit facilities to the Borrower. The Parent Borrower has requested that that, immediately upon the Original Credit Agreement be amended and restated as provided herein to, among other things, provide for Term B Loans on the Closing Date satisfaction in an initial aggregate principal amount of $600,000,000. The Lenders party hereto have agreed pursuant to Sections 2.15 full of the Original Credit Agreement to refinance conditions precedent set forth in full Section 4.01 and in Section 9 of the loans outstanding under Restatement Agreement, the Original Credit Agreement with new Term B Loans under this Agreement Lenders provide a term loan facility and to amend and restate a revolving credit facility, the Original Credit Agreement in accordance with the terms hereof. The proceeds of the Term B Loans, together with which shall be used (i) a portion of for working capital, capital expenditures and other lawful corporate purposes, including (without limitation) investments, acquisitions, stock repurchases and dividends not prohibited by the cash on hand at the Parent Borrower and its Subsidiaries Loan Documents (as defined herein) and (ii) the proceeds of the Unsecured Notes in an initial aggregate principal amount of $500,000,000 under the Unsecured Notes Indenture, will be used on the Closing Date by the Borrowers (a) to consummate the Closing Date Refinancing, (b) to pay and the Transaction Expenses and (c) to finance upfront fees and original issue discount with respect to the Facilities. The Lenders have indicated their willingness to lend and the L/C Issuer has indicated its willingness to issue letters of credit, in each case, on the terms and subject to the conditions set forth herein. The proceeds from the Term Loans and any Revolving Credit Loans borrowed on the Closing Date will be used to (i) prepay in full all outstanding Existing Term Loans (including accrued and unpaid interest, fees, expenses and other amounts related thereto, other than contingent obligations not then due and payable), (ii) prepay in full all outstanding Existing Revolving Credit Loans (including accrued and unpaid interest, premiums, fees, expenses and other amounts related thereto, other than contingent obligations not then due and payable and, for the avoidance of doubt, other than with respect to any Existing Letters of Credit, which shall be continued as Letters of Credit hereunder) (clauses (i) and (ii), including the termination of the Existing Revolving Credit Commitments, collectively, the “Closing Date Refinancing”) and (iii) pay fees and expenses incurred in connection with the Closing Date Refinancing, the incurrence of the Term Loans, the establishment of the Revolving Credit Facility and the execution and delivery of the Loan Documents entered into on the Closing Date. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. Reference is The Borrower has requested that the Lenders extend credit to the Borrower in the form of (i) Tranche B Term Loans in an initial aggregate Dollar Amount of $150,000,000, (ii) Tranche C Term Loans in an aggregate Dollar Amount of $300,000,000 and (iii) a Revolving Credit Facility in an initial aggregate Dollar Amount of $50,000,000. The Revolving Credit Facility may include one or more Swing Line Loans and one or more Letters of Credit from time to time. The proceeds of the Term Loans will be used, together with cash on hand of the Borrower, to repay in full all outstanding Indebtedness and other amounts (other than contingent indemnification, tax gross-up, expense reimbursement or yield protection obligations in respect of which no claim has been made to that certain First Lien the Borrower) owing under the Credit Agreement, Agreement dated as of August 6July 25, 2019 2007 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time immediately prior to the date hereof, the “Original Existing Credit Agreement”), by and among, inter alios, among the Parent Borrower, the other Borrowers party thereto from time to timeUBS AG, the Guarantors party thereto from time to timeStamford Branch, as administrative agent, collateral agent and an L/C issuer, UBS Loan Finance LLC, as swing line lender, the lenders party thereto from time to timethereto, Credit Suisse Securities (USA) LLC, as syndication agent, and Bank of America, N.A.▇▇▇▇▇▇ Brothers Inc., as administrative documentation agent. The Parent Borrower has requested that the Original Credit Agreement be amended and restated as provided herein to, among other things, provide for Term B Loans on the Closing Date in an initial aggregate principal amount of $600,000,000. The Lenders party hereto have agreed pursuant to Sections 2.15 of the Original Credit Agreement to refinance in full the loans outstanding under the Original Credit Agreement with new Term B Loans under this Agreement and to amend and restate the Original Credit Agreement in accordance with the terms hereof. The proceeds of the Term B Loans, together with (i) a portion of the cash on hand at the Parent Borrower and its Subsidiaries and (ii) the proceeds of the Unsecured Notes in an initial aggregate principal amount of $500,000,000 under the Unsecured Notes Indenture, will be used on the Closing Date by the Borrowers (a) to consummate the Closing Date Refinancing, (b) to pay the Transaction Expenses and, in the case of up to $50,000,000 of Tranche C Term Loans, to fund L/C Restricted Cash and (c) to finance upfront fees and original issue discount with respect to the FacilitiesInvestments in Unrestricted L/C Subsidiaries. The proceeds of Revolving Credit Loans made after the Closing Date will be used for working capital and other general corporate purposes of the Borrower and its Subsidiaries, including the financing of Permitted Acquisitions. Swing Line Loans and Letters of Credit will be used for general corporate purposes of the Borrower and its Subsidiaries. The applicable Lenders have indicated their willingness to lend lend, and the L/C Issuers have indicated their willingness to issue Letters of Credit, in each case, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. Reference It is made intended that (a) the Parent Borrower will acquire directly and/or indirectly (the “Acquisition”) the Company (as this and other capitalized terms not previously defined are defined in Section 1.01 below) pursuant to that certain First Lien Credit the Arrangement Agreement, dated as of August 6November 29, 2019 2007 (as amended, restated, amended together with the schedules and restated, supplemented or otherwise modified from time to time immediately prior to the date hereofexhibits thereto, the “Original Credit Arrangement Agreement”)) entered into in connection therewith; (b) the Equity Contribution will be made through one or more intermediaries to Axcan Holdings Inc., by and among, inter alios, the indirect parent of the Parent Borrower, which such Equity Contribution shall be contributed to the other Borrowers party thereto from time to time, the Guarantors party thereto from time to time, the lenders party thereto from time to timeParent Borrower, and Bank which Equity Contribution represents not less than 30% of Americathe aggregate consolidated debt and equity capitalization of the Parent Borrower (assuming any rollover or noncash equity investment at any direct or indirect parent of Holdings were at the Parent Borrower) and its subsidiaries, N.A.on a pro forma basis after giving effect to the Transaction; (c) the Borrowers will obtain the Facilities provided hereunder; (d) the Parent Borrower will borrow up to $235 million of senior unsecured increasing rate loans under the Senior Unsecured Interim Loan Facility; (e) the Parent Borrower will issue $228 million in aggregate principal amount of Senior Secured Notes in a Rule 144A or other private placement, (f) certain existing indebtedness of the Company and its subsidiaries will be repaid (the “Refinancing”); and (g) at the option of the Parent Borrower, a reorganization of the Company’s subsidiaries may occur, including, without limitation, creation of new entities, transfer of Equity Interests and assets and liabilities and other intercompany transactions, in order to achieve the structure as administrative agentset forth in Schedule 1.01D (the “Reorganization”). The Parent Borrower has transactions described in this paragraph, together with the transactions related thereto (including payment of related fees and other transaction costs and expenses), are collectively referred to herein as the “Transaction”. The Borrowers have requested that the Original Credit Agreement be amended and restated as provided herein to, among other things, provide for Lenders extend credit (A) to the Parent Borrower in the form of (i) Term B Loans on the Closing Date in an initial aggregate principal amount of $600,000,00075,000,000 and (ii) a Revolving Credit Facility in an aggregate amount of $115,000,000, and (B) to the Co-Borrower in the form of Term Loans in the aggregate principal amount of $100,000,000. The Lenders party hereto have agreed pursuant Revolving Credit Facility may include one or more Letters of Credit from time to Sections 2.15 of the Original Credit Agreement time and one or more Swing Line Loans from time to refinance in full the loans outstanding under the Original Credit Agreement with new Term B Loans under this Agreement and to amend and restate the Original Credit Agreement in accordance with the terms hereoftime. The proceeds of the Term B LoansLoans and the Initial Revolving Borrowing (to the extent permitted in accordance with the definition of the term “Permitted Initial Revolving Borrowing Purposes”), together with (i) a portion of the Parent Borrower’s cash on hand at hand, (ii) the Parent Borrower and its Subsidiaries borrowings under the Senior Unsecured Interim Loan Facilities and (iiiii) the proceeds of the Unsecured issuance of the Senior Secured Notes in an initial aggregate principal amount of $500,000,000 under the Unsecured Notes Indenture, will be used on or about the Closing Date by to finance the Borrowers (a) Transaction, including to consummate pay Transaction Expenses. The proceeds of Revolving Credit Loans made after the Closing Date Refinancingwill be used for working capital and other general corporate purposes of the Parent Borrower and the Subsidiaries, (b) to pay including the Transaction Expenses financing of Permitted Acquisitions. Swing Line Loans and (c) to finance upfront fees Letters of Credit will be used for general corporate purposes of the Parent Borrower and original issue discount with respect to the FacilitiesSubsidiaries. The applicable Lenders have indicated their willingness to lend lend, and the L/C Issuers have indicated their willingness to issue Letters of Credit, in each case, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. Reference is made The Borrower, Holdings, the Lenders party thereto from time to time, the Administrative Agent and the other parties thereto have entered into that certain First Lien Credit Agreement, dated as of August 6April 1, 2019 2014 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time immediately prior to the date hereof, the “Original Credit Agreement;” the Credit Agreement, as amended by this Amendment and as may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time after the date hereof, is herein referred to as the “Amended Credit Agreement”; capitalized terms used (including in the preamble and preliminary statements hereto) but not defined herein shall have the meanings assigned to such terms in the Credit Agreement), by . Pursuant to and among, inter aliosin accordance with Section 2.12 of the Credit Agreement, the Parent Borrower, the other Borrowers party thereto Borrower may request from time to time, the Guarantors party thereto from time to time, the lenders party thereto from time to time, and Bank of America, N.A., as administrative agentIncremental First Lien Term Commitments. The Parent Borrower has requested that notified the Original Credit Agreement be amended and restated as provided herein to, among other things, provide Administrative Agent of its request for an Incremental First Lien Term B Loans on the Closing Date Commitment in an initial aggregate principal amount of equal to $600,000,000481,225,000 on the terms set forth in this Amendment. The Lenders party hereto Administrative Agent and the Borrower have agreed pursuant to Sections 2.15 of determined that the Original Credit Agreement to refinance in full the loans outstanding under the Original Credit Agreement with new Incremental First Lien Term B Loans under this Agreement and to amend and restate the Original Credit Agreement in accordance with the terms hereof. The proceeds of the Term B Loans, together with (i) a portion of the cash on hand at the Parent Borrower and its Subsidiaries and (ii) the proceeds of the Unsecured Notes in an initial aggregate principal amount of $500,000,000 under the Unsecured Notes Indenture, will be used on the Closing Commitments Effective Date by the Borrowers (a) to consummate the Closing Date Refinancing, (b) to pay the Transaction Expenses and (c) to finance upfront fees and original issue discount with respect to such Incremental First Lien Term Commitment shall be the FacilitiesNew Incremental First Lien Term Commitments Effective Date (as defined below). The Lenders have indicated their willingness Pursuant to lend on Section 2.12(d) of the terms and subject Credit Agreement, an Incremental First Lien Term Commitments Amendment may, without the consent of any other Lenders, effect such amendments to any Loan Documents as may be necessary or appropriate, in the conditions set forth hereinopinion of the Administrative Agent, to effect the provisions of Section 2.12 of the Credit Agreement. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. Reference is made New HoldCo intends to that certain First Lien directly or indirectly acquire (the “Acquisitions”) pursuant to the Offer Documents or Scheme Documents, as applicable (each as defined below) (a) all of the outstanding equity interests of Pace plc, a public limited company incorporated under the laws of England and Wales (“Pace”, the “Target” or the “Acquired Business”) which are subject to the Scheme or Takeover Offer (as the case may be) for consideration in cash (the “Cash Consideration”) and newly issued ordinary shares of New HoldCo, which acquisition will be effected pursuant to a Scheme or a Takeover Offer (each, as defined below) (the “Pace Acquisition”), and (b) all of the outstanding capital stock of the Company for consideration consisting of newly issued ordinary shares of New HoldCo, which acquisition will be effected pursuant to a merger of a newly created indirect Subsidiary of New HoldCo organized under the laws of Delaware (“Company Merger Sub”) with and into the Company, with the Company as the surviving company (the “Company Merger”). The transactions set forth in this paragraph and the refinancing of the Existing Credit Agreement, the Pace Refinancing and the termination of the Interim Credit Agreement (as such terms are defined below) are collectively referred to as the “Transaction”. Certain of the Borrowers, certain lenders, the Administrative Agent, and the other parties thereto are party to the Credit Agreement dated as of August 6March 27, 2019 (2013, as amended, restated, amended and restated, supplemented or otherwise modified from time to time immediately in effect prior to the date hereof, Restatement Date (the “Original Existing Credit Agreement”), by and among, inter alios, the Parent Borrower, the other Borrowers party thereto from time to time, the Guarantors party thereto from time to time, the lenders party thereto from time to time, and Bank of America, N.A., as administrative agent. The Parent Borrower has requested that the Original Credit Agreement be amended and restated as provided herein to, among other things, provide for Term B Loans on the Closing Date in an initial aggregate principal amount of $600,000,000. The Lenders party parties hereto have agreed pursuant to Sections 2.15 of the Original Credit Agreement to refinance in full the loans outstanding under the Original Credit Agreement with new Term B Loans under this Agreement and to amend and restate in its entirety the Original Existing Credit Agreement and to replace it in accordance its entirety with this Agreement. In furtherance of the terms hereof. The proceeds of foregoing, the Borrowers have requested that the Lenders provide a term A loan facility, a term A-1 loan facility, a Dollar revolving credit facility, a multicurrency revolving credit facility and continue the Term B LoansFacility, together with (i) a portion of and the cash on hand at the Parent Borrower and its Subsidiaries and (ii) the proceeds of the Unsecured Notes in an initial aggregate principal amount of $500,000,000 under the Unsecured Notes Indenture, will be used on the Closing Date by the Borrowers (a) to consummate the Closing Date Refinancing, (b) to pay the Transaction Expenses and (c) to finance upfront fees and original issue discount with respect to the Facilities. The Lenders have indicated their willingness to lend and the L/C Issuers have indicated their willingness to issue letters of credit, in each case, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. Reference is made A revolving credit and term loan facility exists in favor of the Borrower pursuant to the terms of that certain First Lien Amended and Restated Credit Agreement, dated as of August 6April 27, 2019 (as amended2007, restatedamong the Borrower, amended and restatedHoldings, supplemented or otherwise modified the lenders from time to time immediately prior to the date hereof, the “Original Credit Agreement”), by and among, inter alios, the Parent Borrower, the other Borrowers party thereto from time to time, the Guarantors party thereto from time to time, the lenders party thereto from time to time, and Bank of America, N.A., as administrative agent, revolving L/C issuer and synthetic L/C Issuer and swingline lender (the “Existing Credit Agreement”). The Parent parties to the Restatement Agreement wish to amend and restate the Existing Credit Agreement in the form of this Agreement and the Borrower has requested that the Original Credit Agreement be amended and restated as provided herein to, among other things, provide for Lenders extend credit to the Borrower in the form of (i) Term B Loans on the Closing Date in an initial aggregate principal amount of $600,000,000. The Lenders party hereto have agreed pursuant to Sections 2.15 of the Original Credit Agreement to refinance in full the loans outstanding under the Original Credit Agreement with new Term B Loans under this Agreement and to amend and restate the Original Credit Agreement in accordance with the terms hereof. The proceeds of the Term B Loans, together with (i) a portion of the cash on hand at the Parent Borrower and its Subsidiaries 1,025,000,000 and (ii) the proceeds of the Unsecured Notes a Revolving Credit Facility in an initial aggregate principal amount of $500,000,000 under 300,000,000. The Revolving Credit Facility may include one or more Letters of Credit from time to time and one or more Swing Line Loans from time to time. The proceeds of the Unsecured Notes Indenture, Term B Loans will be used on to finance a portion of the Closing Date by the Borrowers (a) to consummate the Closing Date Refinancing, (b) Transaction and to pay the Transaction Expenses and (c) to finance upfront fees for working capital and original issue discount with respect to other general business purposes of the FacilitiesBorrower and its Subsidiaries. The proceeds of the Revolving Credit Loans made after the Closing Date will be used for working capital and other general business purposes of the Borrower and its Subsidiaries, including the financing of Capital Expenditures, Permitted Acquisitions and other Investments permitted by Section 7.02. Swing Line Loans and Letters of Credit will be used for general business purposes of the Borrower and its Subsidiaries. This Agreement is given in replacement of and substitution for the Existing Credit Agreement and to refinance the Existing Credit Agreement. The applicable Lenders have indicated their willingness to lend lend, and the L/C Issuers have indicated their willingness to issue Letters of Credit, in each case, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. Reference is made A revolving credit and term loan facility exists in favor of the Borrower pursuant to the terms of that certain First Lien Amended and Restated Credit Agreement, dated as of August 6April 27, 2019 (as amended2007, restatedamong the Borrower, amended and restatedHoldings, supplemented or otherwise modified the lenders from time to time immediately prior to the date hereof, the “Original Credit Agreement”), by and among, inter alios, the Parent Borrower, the other Borrowers party thereto from time to time, the Guarantors party thereto from time to time, the lenders party thereto from time to time, and Bank of America, N.A., as administrative agent, revolving L/C issuer and synthetic L/C Issuer and swingline lender (the “Existing Credit Agreement”). The Parent parties to the Restatement Agreement wish to amend and restate the Existing Credit Agreement in the form of this Agreement and the Borrower has requested that the Original Credit Agreement be amended and restated as provided herein to, among other things, provide for Lenders extend credit to the Borrower in the form of (i) Term B B-1 Loans on the Closing Date in an initial aggregate principal amount of $600,000,000. The Lenders party hereto have agreed pursuant to Sections 2.15 of the Original Credit Agreement to refinance in full the loans outstanding under the Original Credit Agreement with new Term B Loans under this Agreement and to amend and restate the Original Credit Agreement in accordance with the terms hereof. The proceeds of the Term B Loans, together with (i) a portion of the cash on hand at the Parent Borrower and its Subsidiaries 1,025,000,000 and (ii) the proceeds of the Unsecured Notes a Revolving Credit Facility in an initial aggregate principal amount of $500,000,000 under 300,000,000. The Revolving Credit Facility may include one or more Letters of Credit from time to time and one or more Swing Line Loans from time to time. The proceeds of the Unsecured Notes Indenture, Term B-1 Loans will be used on to finance a portion of the Closing Date by the Borrowers (a) to consummate the Closing Date Refinancing, (b) Transaction and to pay the Transaction Expenses and (c) to finance upfront fees for working capital and original issue discount with respect to other general business purposes of the FacilitiesBorrower and its Subsidiaries. The proceeds of the Revolving Credit Loans made after the Closing Date will be used for working capital and other general business purposes of the Borrower and its Subsidiaries, including the financing of Capital Expenditures, Permitted Acquisitions and other Investments permitted by Section 7.02. Swing Line Loans and Letters of Credit will be used for general business purposes of the Borrower and its Subsidiaries. This Agreement is given in replacement of and substitution for the Existing Credit Agreement and to refinance the Existing Credit Agreement. The applicable Lenders have indicated their willingness to lend lend, and the L/C Issuers have indicated their willingness to issue Letters of Credit, in each case, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. Reference is made to The Borrowers, MVWC, the Lenders, and the Administrative Agent have heretofore entered into that certain First Lien Credit Agreement, dated as of August 631, 2019 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time immediately prior to the date hereof, the “Original Existing Credit Agreement”), by and amongas the same may be further amended, inter aliossupplemented, the Parent Borrower, the other Borrowers party thereto amended and restated or otherwise modified from time to time, the Guarantors party thereto from time to time, the lenders party thereto from time to time, and Bank of America, N.A., as administrative agent“Credit Agreement”). The Parent Borrower has Borrowers have requested that the Original Credit Agreement be amended and restated as provided herein toLenders holding Initial Term Loans (collectively, the “Existing Term Lenders”), among other things, provide modify the interest rates applicable to the Initial Term Loans outstanding under the Credit Agreement, which modifications shall be effected by the exchange of Initial Term Loans for Refinancing Term B Loans otherwise having, except as otherwise provided in this Agreement, the same terms as the Initial Term Loans, on the Closing Date terms and conditions set forth herein. Each Existing Term Lender executing and delivering a commitment (a “Refinancing Term Loan Commitment”) in substantially the form attached as Exhibit A hereto (or such other form as the Administrative Agent may approve) and electing the cashless settlement option therein (each such Lender in such capacity, a “Converting Lender” and, together with each other Person executing and delivering a Refinancing Term Loan Commitment, the “Refinancing Lenders”) shall be deemed to have exchanged the aggregate outstanding amount of its Initial Term Loans (or such lesser amount as the Lead Arrangers may allocate in connection with the syndication of the Refinancing Term Loans) under the Credit Agreement for an initial equal aggregate principal amount of $600,000,0002019 Refinancing Term Loans (as defined below) under the Credit Agreement. The Borrowers have requested that the Lenders party hereto have agreed pursuant consent to Sections 2.15 of certain other modifications to the Original Existing Credit Agreement to refinance in full the loans outstanding under the Original Credit Agreement with new Term B Loans under this Agreement and to amend and restate the Original Credit Agreement in accordance with the terms hereof. The proceeds of the Term B Loans, together with (i) a portion of the cash on hand at the Parent Borrower and its Subsidiaries and (ii) the proceeds of the Unsecured Notes in an initial aggregate principal amount of $500,000,000 under the Unsecured Notes Indenture, will be used on the Closing Date by the Borrowers (a) to consummate the Closing Date Refinancing, (b) to pay the Transaction Expenses and (c) to finance upfront fees and original issue discount with respect to the Facilities. The Lenders have indicated their willingness to lend on the terms and subject to the conditions set forth as provided for herein. In consideration of the mutual premises and agreements, provisions and covenants and agreements herein contained, the parties hereto hereby covenant and agree as follows:

PRELIMINARY STATEMENTS. Reference This Agreement is made to that certain First Lien Credit Agreement, dated as of August 6, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time immediately prior effective pursuant to the date hereof, the “Original Credit Agreement”), by Amendment and among, inter alios, the Parent Borrower, the other Borrowers party thereto from time Restatement Agreement to time, the Guarantors party thereto from time to time, the lenders party thereto from time to time, and Bank of America, N.A., which this Agreement is attached as administrative agent. Annex A. The Parent Borrower has requested that the Original Credit Agreement be amended and restated as provided herein to, among other things, provide for Lenders extend credit to the Borrower in the form of (i) Term B Loans (as defined prior to giving effect to the Third Incremental Amendment Effective Date) in an initial aggregate Dollar Amount of $1,775,000,000, (ii) a Term C Loans (as defined prior to giving effect to the Third Incremental Amendment Effective Date) in an initial aggregate Dollar Amount of $425,000,000 and (iii) a Revolving Credit Facility in an initial aggregate Dollar Amount of $352,000,000. The Revolving Credit Facility may include one or more Letters of Credit from time to time and one or more Swing Line Loans from time to time. The proceeds of the New Term Loans (as defined in the Amendment and Restatement Agreement), together with a portion of the Borrower’s cash on hand, are being used by the Borrower on the Closing Date in an initial aggregate principal amount of $600,000,000. The Lenders party hereto have agreed pursuant to Sections 2.15 refinance all obligations of the Original Credit Agreement to refinance in full the loans outstanding Borrower under the Original Credit Agreement with new that are not subject to the Term B Loans under this Agreement Loan Conversion (as defined in the Amendment and Restatement Agreement) and to amend pay any related fees and restate the Original Credit Agreement expenses in accordance with the terms hereofconnection therewith. The proceeds of Revolving Credit Loans made after the Term B Loans, together with (i) a portion Closing Date will be used for working capital and other general corporate purposes of the cash on hand at Borrower and its Subsidiaries, including the Parent financing of Permitted Acquisitions. Swing Line Loans and Letters of Credit will be used for general corporate purposes of the Borrower and its Subsidiaries (and (ii) the proceeds of the Unsecured Notes in an initial aggregate principal amount of $500,000,000 under the Unsecured Notes Indenture, will be used on the Closing Date by the Borrowers (a) to consummate the Closing Date Refinancing, (b) to pay the Transaction Expenses and (c) to finance upfront fees and original issue discount with respect to the Facilitiesas otherwise expressly provided herein). The applicable Lenders have indicated their willingness to lend lend, and the L/C Issuers have indicated their willingness to issue Letters of Credit, in each case, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. Reference is made to On December 12, 2018, the Borrowers and each of the Subsidiary Guarantors (as defined below) filed voluntary petitions with the Bankruptcy Court commencing their respective cases that are pending under Chapter 11 of the Bankruptcy Code (collectively, the “Cases”). In connection with the Cases, the Loan Parties, Bank of America, N.A., as administrative agent, and the lenders party thereto entered into that certain First Lien Debtor-In-Possession Credit Agreement, Agreement dated as of August 6December 14, 2019 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time immediately prior to the date hereoftime, the “Original DIP Credit Agreement”). The Loan Parties filed the Amended Joint Chapter 11 Plan of Reorganization of ▇▇▇▇▇▇ Drilling Company and its Debtor Affiliates dated January 23, by and among2019 (as amended, inter alios, the Parent Borrower, the other Borrowers party thereto supplemented or otherwise modified from time to time, the Guarantors party thereto from time to time“Plan of Reorganization”) with the Bankruptcy Court, which Plan of Reorganization was confirmed by the lenders party thereto from time to timeBankruptcy Court on March 7, and Bank of America, N.A., as administrative agent2019. The Parent Borrower has and the other Borrowers have requested that the Original Lenders provide exit financing to the Borrowers in connection with the consummation of the Plan of Reorganization, to refinance certain outstanding Indebtedness under the DIP Credit Agreement be amended and restated as provided herein to, among other things, to provide working capital for Term B Loans on the Closing Date in an initial aggregate principal amount of $600,000,000their business enterprise. The Lenders party hereto have agreed pursuant are willing to Sections 2.15 of provide the Original Credit Agreement to refinance in full the loans outstanding under the Original Credit Agreement with new Term B Loans under exit financing by entering into this Agreement and to amend and restate the Original Credit Agreement in accordance with the terms hereof. The proceeds of the Term B Loans, together with (i) a portion of the cash on hand at the Parent Borrower and its Subsidiaries and (ii) the proceeds of the Unsecured Notes in an initial aggregate principal amount of $500,000,000 under the Unsecured Notes Indenture, will be used on the Closing Date by the Borrowers (a) to consummate the Closing Date Refinancing, (b) to pay the Transaction Expenses and (c) to finance upfront fees and original issue discount with respect to the Facilities. The Lenders have indicated their willingness to lend on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein containedcontained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto covenant and hereby agree as follows:

PRELIMINARY STATEMENTS. Reference is made to that The Borrower and certain First Lien of its Subsidiaries (as hereinafter defined) have entered into the Amended and Restated Credit Agreement, dated as of August 6April 20, 2019 2001 (such agreement as amended, restated, amended and restated, supplemented modified or otherwise modified from time to time immediately supplemented prior to the date hereof, the “Original Existing Credit Agreement”), by and among, inter alios, the Parent Borrower, the other Borrowers party thereto from time to time, the Guarantors party thereto from time to time, the lenders party thereto from time to time, and Bank of America, N.A.) with JPMorgan Chase Bank, as administrative agent, and the other lenders party thereto. The Parent Borrower has entered into the Letter Of Credit And Reimbursement Agreement, dated as of November 7, 2002 (such agreement as amended, amended and restated, modified or otherwise supplemented prior to the date hereof, the “Existing L/C Facility”), with the lenders party thereto, and Credit Lyonnais New York Branch, as the LC facility administrative agent for itself and the other lenders, as the principal issuing lender and as lead arranger. In connection with the refinancing of the Existing Credit Agreement and the Existing L/C Facility and in order to finance its ongoing working capital and general corporate purposes, the Borrower has requested that the Original Credit Agreement be amended and restated Lenders extend credit in the form of (a) Term Loans to the Borrower as provided herein to, among other things, provide for Term B and (b) Revolving Credit Loans to the Borrower at any time and from time to time as provided herein and ending on the Closing Maturity Date in an initial aggregate principal amount of $600,000,000. The Lenders party hereto have agreed pursuant to Sections 2.15 of the Original Credit Agreement to refinance in full the loans outstanding under the Original Credit Agreement with new Term B Loans under this Agreement and to amend and restate the Original Credit Agreement in accordance with the terms hereof. The proceeds of the Term B Loans, together with which not more than (i) a portion $150,000,000 in aggregate principal, notional or stated amount may be in the form of the cash on hand at the Parent Borrower and its Subsidiaries L/C Credit Extensions provided by any L/C Issuer, and (ii) the proceeds of the Unsecured Notes $30,000,000 in an initial aggregate principal amount may be in the form of $500,000,000 under the Unsecured Notes Indenture, will be used on the Closing Date Swing Line Loans provided by the Borrowers (a) to consummate the Closing Date Refinancing, (b) to pay the Transaction Expenses and (c) to finance upfront fees and original issue discount with respect to the FacilitiesSwing Line Lender. The Lenders have indicated their willingness to lend lend, each L/C Issuer has indicated its willingness to so issue Letters of Credit, and the Swing Line Lender has indicated its willingness to issue Swing Line Loans, in each case, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. Reference is made to The Initial Borrower, the Administrative Agent and the lenders party thereto (collectively, the “Original Lenders”) previously entered into that certain First Lien Credit Agreement, dated as of August 6October 25, 2019 (as heretofore amended, restatedsupplemented, amended and restated, supplemented or otherwise modified from time to time immediately prior to the date hereofeffectiveness of this Agreement, the “Original Credit Agreement”), by and among, inter alios, the Parent Borrower, the other Borrowers party thereto from time to time, the Guarantors party thereto from time to time, the lenders party thereto from time to time, and Bank of America, N.A., as administrative agent. The Parent Borrower has requested that the Original Credit Agreement be amended and restated as provided herein tounder which, among other things, provide for Term B Loans on the Closing Date Original Lenders agreed to extend credit to the Initial Borrowers in the form of Initial Revolving Credit Commitments in an initial aggregate principal amount of equal to $600,000,000125,000,000. The Initial Revolving Credit Commitments were subsequently increased by an amount equal to $42,500,000. The Borrowers, the Guarantors, the Administrative Agent and the 2021 Extended Revolving Credit Lenders party hereto have agreed pursuant to Sections 2.15 amend and restate in its entirety the Original Credit Agreement in the form hereof. The amendment and restatement of the Original Credit Agreement to refinance in full the loans outstanding under the Original Credit Agreement with new Term B Loans under evidenced by this Agreement and shall become effective on the 2021 Amendment Effective Date pursuant to amend and restate the Original Credit Agreement in accordance with the terms hereofSection 10.26. The proceeds 2021 Extended Revolving Credit Lenders have agreed to extend credit to the Initial Borrower in the form of the Term B Loans, together with (i) a portion of the cash on hand at the Parent Borrower and its Subsidiaries and (ii) the proceeds of the Unsecured Notes 2021 Extended Revolving Credit Commitments in an initial aggregate principal amount of equal to $500,000,000 under the Unsecured Notes Indenture167,500,000, will be used on the Closing Date by the Borrowers (a) to consummate the Closing Date Refinancing, (b) to pay the Transaction Expenses and (c) to finance upfront fees and original issue discount with respect to the Facilities. The Lenders have indicated their willingness to lend on the terms and subject to the conditions set forth herein. The Revolving Credit Commitments permit the issuance of one or more Letters of Credit and Alternative Letters of Credit from time to time and the making of one or more Swing Line Loans from time to time. The applicable Lenders have indicated their willingness to lend and each of the L/C Issuer and the Alternative L/C Issuers has indicated its willingness to issue Letters of Credit or Alternative Letters of Credit, as applicable, in each case, on the terms and subject to the conditions set forth herein. The capitalized terms used in these preliminary statements are defined in Section 1.01 below. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. Reference is made The Company, the Parent, the lenders party thereto and Barclays Bank PLC, as administrative agent thereunder, are currently party to that certain First Lien the Credit Agreement, dated as of August 6December 16, 2019 2011 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time immediately prior to the date hereof, the “Original Existing Credit Agreement”), by and among, inter alios. The Parent, the Parent BorrowerCompany, the other Borrowers party thereto from time to time, Lenders and the Guarantors party thereto from time to time, the lenders party thereto from time to time, and Bank of America, N.A., as administrative agent. The Parent Borrower has requested that the Original Credit Agreement be amended and restated as provided herein to, among other things, provide for Term B Loans on the Closing Date in an initial aggregate principal amount of $600,000,000. The Lenders party hereto Administrative Agent have agreed pursuant to Sections 2.15 of the Original Credit Agreement to refinance in full the loans outstanding under the Original Credit Agreement with new Term B Loans under enter into this Agreement and in order to (i) amend and restate the Original Existing Credit Agreement in accordance with its entirety and (ii) extend credit to the terms hereofBorrowers in the form of Committed Loans to be made at any time on or after the Closing Date and from time to time prior to the latest Applicable Maturity Date in an aggregate principal amount at any time outstanding not in excess of $1,250,000,000. The Parent and the Company have requested that (a) the Applicable Issuing Party issue (i) Fronted Letters of Credit, and (ii) Several Letters of Credit, in an aggregate face amount at any time outstanding not in excess of $150,000,000, in each case to support payment obligations incurred in the ordinary course of business by the Company and its Subsidiaries and (b) the Swing Line Lenders make Swing Line Loans in an aggregate principal amount at any time outstanding not in excess of $150,000,000. The proceeds of the Term B Loans, together with Facility are to be used solely (i) a portion of to refinance all Indebtedness and other amounts due under the cash on hand at the Parent Borrower and its Subsidiaries and Existing Credit Agreement, (ii) the proceeds of the Unsecured Notes in an initial aggregate principal amount of $500,000,000 under the Unsecured Notes Indenture, will be used on the Closing Date by the Borrowers (a) to consummate the Closing Date Refinancing, (b) to pay the Transaction Expenses costs and expenses incurred by the Company in connection with the transactions contemplated by this Agreement and (ciii) for working capital, capital expenditures, other permitted acquisitions and other lawful corporate purposes of the Company and its Subsidiaries. In furtherance of the foregoing, the Lenders are willing to finance upfront fees and original issue discount with respect to make available the Facilities. The Lenders have indicated their willingness to lend Facility on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. Reference is made to The Initial Borrower, the Administrative Agent and the lenders party thereto (collectively, the “Original Lenders”) previously entered into that certain First Lien Credit Agreement, dated as of August 6October 25, 2019 (as heretofore amended, restatedsupplemented, amended and restated, supplemented or otherwise modified from time to time immediately prior to the date hereofeffectiveness of this Agreement, the “Original Credit Agreement”), by and among, inter alios, the Parent Borrower, the other Borrowers party thereto from time to time, the Guarantors party thereto from time to time, the lenders party thereto from time to time, and Bank of America, N.A., as administrative agent. The Parent Borrower has requested that the Original Credit Agreement be amended and restated as provided herein tounder which, among other things, provide for Term B Loans on the Closing Date Original Lenders agreed to extend credit to the Initial Borrowers in the form of Initial Revolving Credit Commitments in an initial aggregate principal amount of equal to $600,000,000125,000,000. The Initial Revolving Credit Commitments were subsequently increased by an amount equal to $42,500,000. The Borrowers, the Guarantors, the Administrative Agent and the 2021 Extended Revolving Credit Lenders party hereto have agreed pursuant to Sections 2.15 of amend and restate in its entirety the Original Credit Agreement pursuant to refinance a certain Amended and Restated Credit Agreement, dated as of March 22, 2021, under which, among other things, the 2021 Extended Revolving Credit Lenders agreed to extend credit to the Initial Borrower in full the loans outstanding under the Original form of 2021 Extended Revolving Credit Agreement with new Term B Loans under this Agreement and to amend and restate the Original Credit Agreement in accordance with the terms hereof. The proceeds of the Term B Loans, together with (i) a portion of the cash on hand at the Parent Borrower and its Subsidiaries and (ii) the proceeds of the Unsecured Notes Commitments in an initial aggregate principal amount of equal to $500,000,000 under the Unsecured Notes Indenture, will be used on the Closing Date by the Borrowers (a) to consummate the Closing Date Refinancing, (b) to pay the Transaction Expenses and (c) to finance upfront fees and original issue discount with respect to the Facilities167,500,000. The 2021 Extended Revolving Credit Commitments were subsequently increased by an amount equal to $5,000,000. The Revolving Credit Commitments permit the issuance of one or more Letters of Credit and Alternative Letters of Credit from time to time and the making of one or more Swing Line Loans from time to time. The applicable Lenders have indicated their willingness to lend and each of the L/C Issuer and the Alternative L/C Issuers has indicated its willingness to issue Letters of Credit or Alternative Letters of Credit, as applicable, in each case, on the terms and subject to the conditions set forth herein. The capitalized terms used in these preliminary statements are defined in Section 1.01 below. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. Reference is made Pursuant to the Recapitalization Agreement (as this and other capitalized terms used in these preliminary statements are defined in Section 1.01 below), B▇▇▇ Paste Mergerco, Inc. and Blackstone Paste Mergerco, Inc. (collectively, the “MergerCos”) were merged with the Borrower, with the Borrower as the surviving corporation (the “Recapitalization”). Simultaneously with the consummation of the Recapitalization, the Borrower entered into that certain First Lien Credit Agreement, dated as of August 6October 31, 2019 2006 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time in effect immediately prior to the date hereofRestatement Effective Date, the “Original Existing Credit Agreement”), by and amongby, inter aliosamong others, the Parent Borrower, the other Borrowers party thereto from time to time, the Guarantors party thereto from time to time, the lenders party thereto from time to time“Lenders” as defined therein, and Bank of America, N.A.DEUTSCHE BANK AG NEW YORK BRANCH, as administrative agent“Administrative Agent” as defined therein, pursuant to which the Borrower incurred an Original Loan (as defined in the Existing Credit Agreement) on the Closing Date in an aggregate principal amount of $2,400,000,000. The Parent Borrower has requested that proceeds of the Original Loan made on the Closing Date, together with the proceeds of (i) the issuance of certain unsecured notes, (ii) the funding of $400,000,000 under the ABL Credit Agreement be amended on the Closing Date and restated as provided herein (iii) the Equity Contribution, were used to finance the Debt Prepayment and pay the Merger Consideration and the Closing Date Transaction Expenses. Immediately prior to the Restatement Effective Date, outstanding term loans in the aggregate principal amount of approximately $1,495,000,000 (the “Outstanding Term Loans”) were outstanding under the Existing Credit Agreement. The Borrower desires to refinance the Outstanding Term Loans in full with Refinancing Term Loans pursuant to a Refinancing Amendment under Section 2.15 of the Existing Credit Agreement, and, in connection therewith, to amend and restate the Existing Credit Agreement in its entirety to, among other things, (i) provide for such Refinancing Term B Loans on Loans, which will take the Closing Date in an initial form of a new tranche of senior secured term loans under this Agreement, and (ii) increase the aggregate principal amount of $600,000,000. The Lenders party hereto have agreed pursuant to Sections 2.15 of the Original Credit Agreement to refinance in full the loans such tranche borrowed and outstanding under the Original Credit Agreement with new Term B Loans under this Agreement and to amend and restate $1,640,000,000 on the Original Credit Agreement in accordance with the terms hereofRestatement Effective Date. The proceeds of the Term B Loans, together with Loans on the Restatement Effective Date will be used to (i) refinance in full the Outstanding Term Loans, (ii) finance the redemption of a portion of the cash on hand at the Parent Borrower and its Subsidiaries and (ii) the proceeds of the Unsecured 2016 Senior Subordinated Notes in an initial the aggregate principal amount of approximately $500,000,000 under the Unsecured Notes Indenture, will be used on the Closing Date by the Borrowers (a) to consummate the Closing Date Refinancing, (b) to pay the Transaction Expenses 137,000,000 and (ciii) to finance upfront fund certain related fees and original issue discount expenses associated with respect to the FacilitiesTransaction. The Lenders and each Additional Lender providing the Refinancing Term Loans have indicated their willingness to lend and to consent to the other amendments herein, in each case on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. Reference is made to The Borrower has previously entered into that certain First Lien Credit Agreement, Agreement dated as of August 6April 20, 2019 2012 among PG Holdco, LLC, the Borrower (f/k/a PGA Holdings, Inc.), the several Lenders (as defined therein) and the Issuing Lenders (as defined therein) from time to time parties thereto, Barclays Bank PLC, as administrative agent and collateral agent, and the syndication agents and documentation agents named therein (as amended, restated, amended and restated, supplemented or otherwise modified from time to time immediately in accordance with the terms thereof prior to the date hereof, the “Original Existing Credit Agreement”), by . The Borrower wishes to repay all Indebtedness of the Borrower and among, inter aliosits Subsidiaries incurred pursuant to the Existing Credit Agreement (the “Closing Date Refinancing”). In connection with the Closing Date Refinancing, the Parent Borrower, the other Borrowers party thereto from time to time, the Guarantors party thereto from time to time, the lenders party thereto from time to time, and Bank of America, N.A., as administrative agent. The Parent Borrower has requested that certain existing Lenders extend credit to the Original Credit Agreement be amended and restated as provided herein to, among other things, provide for Term B Loans Borrower on the Closing Date terms set forth herein in an initial the form of (1) $185,000,000 of Term Loans and (2) $75,000,000 aggregate principal amount of $600,000,000. The Lenders party hereto have agreed pursuant to Sections 2.15 of Revolving Commitments on the Original Credit Agreement to refinance in full the loans outstanding under the Original Credit Agreement with new Term B Loans under this Agreement and to amend and restate the Original Credit Agreement in accordance with the terms hereofClosing Date. The proceeds of the Term B LoansLoans and any Revolving Loans made on the Closing Date, together with (i) a portion the proceeds of the cash on hand at the Parent Borrower and its Subsidiaries and (ii) subsidiaries on the proceeds of the Unsecured Notes in an initial aggregate principal amount of $500,000,000 under the Unsecured Notes IndentureClosing Date, will be used on the Closing Date by the Borrowers to, inter alia, (ai) to consummate effect the Closing Date Refinancing, (bii) to pay certain original issue discount or upfront fees in connection with the Transactions and (iii) pay the Transaction Expenses and (c) to finance upfront fees and original issue discount with respect to the FacilitiesExpenses. The applicable Lenders have indicated their willingness to lend lend, and the Issuing Bank has indicated its willingness to issue Letters of Credit, in each case on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant agree to amend and agree restate the Existing Credit Agreement in its entirety as follows:

PRELIMINARY STATEMENTS. Reference is made The Borrower, Holdings and Sub Holdco are party to that certain First Lien Credit Agreement, dated as of August 6March 9, 2019 2011 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time immediately prior to the date hereofAmendment and Restatement Effective Date (as this and other capitalized terms used in these preliminary statements are defined in Section 1.01 below), the “Original Credit Agreement”), by and among, inter alios, among the Parent Borrower, the other Borrowers party thereto from time to timeHoldings, the Guarantors party thereto from time to timeSub Holdco, the lenders party thereto from time to time, and Bank of America, N.A.as Administrative Agent and Collateral Agent, as administrative agent. The Parent the other agents party thereto, and the Lenders from time to time party thereto, under which the Borrower has requested that the Original Credit Agreement be amended and restated as provided herein to, among other things, provide for Term B Loans on the Closing Date in obtained an initial aggregate principal amount of $600,000,000325,000,000 of Term B-1 Loans, the proceeds of which, together with the proceeds of (i) the Equity Contribution, (ii) the Initial ABL Borrowings and (iii) the issuance of the Senior Subordinated Notes, were used to pay the consideration and other amounts owing in connection with the Acquisition under the Acquisition Agreement, to repay certain existing indebtedness and hedging obligations of the Borrower and its Subsidiaries and to pay all fees, costs and expenses incurred in connection with the Transaction and related transactions (including to fund any original issue discount and upfront fees) and to provide working capital. The Lenders party hereto parties to Amendment No. 1 have agreed pursuant to Sections 2.15 of the Original Credit Agreement to refinance in full the loans outstanding under the Original Credit Agreement with new Term B Loans under this Agreement and to amend and restate the Original Credit Agreement as provided in accordance with the terms hereof. The proceeds this Agreement to, among other things, (a) provide for a new tranche of the Term B Loans, together with (i) a portion of the cash on hand at the Parent Borrower and its Subsidiaries and (ii) the proceeds of the Unsecured Notes B-2 Loans in an initial aggregate principal amount of $500,000,000 175,000,000, some of the proceeds of which shall be used to repay loans outstanding under the Unsecured Notes IndentureABL Facility and to increase balance sheet cash, will be used on the Closing Date by the Borrowers (a) to consummate the Closing Date Refinancing, and (b) amend Section 2.12 to pay permit the Transaction Expenses and (c) incurrence of additional Incremental Loans pursuant to finance upfront fees and original issue discount with respect to the Facilities. The Lenders have indicated their willingness to lend on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:.

PRELIMINARY STATEMENTS. Reference is made Holdings and, the Borrower, the Administrative Agent and certain of the Lenders are parties to that certain First Lien (i) Credit Agreement, dated as of August 6, 2019 Agreement (as amended, restated, amended and restated, supplemented or otherwise modified from time to time immediately prior to the date hereof, the “Original Credit Existing Term Loan Agreement”), by dated as of March 18, 2011, with JPMorgan Chase Bank, N.A., as administrative agent and amongcollateral agent, inter alios, the Parent Borrower, the other Borrowers party thereto from time to time, the Guarantors party thereto from time to time, and the lenders party thereto from time to timeand (ii) Credit Agreement, and dated as of March 18, 2011, with Bank of America, N.A., as administrative agent, the lenders party thereto and the other parties theretothethe Original Credit Agreement. The Parent Borrower has requested that (i) the Original Credit Agreement be amended and restated as provided herein to, among other things, provide for Term B Lenders extend credit to the Borrower in the form of Initial Loans on the Closing Date in an initial aggregate principal amount of $600,000,000. The Lenders party hereto have agreed 725,000,000 pursuant to Sections 2.15 of the Original Credit Agreement to refinance in full the loans outstanding under the Original Credit Agreement with new Term B Loans under this Agreement and to amend and restate the Original Credit Agreement in accordance with the terms hereof. The proceeds of the Term B LoansAgreement, together with (i) a portion of the cash on hand at the Parent Borrower and its Subsidiaries and (ii) certain other lenders extend credit to the proceeds Borrower in the form of the Unsecured Notes ABL Facilities in an initial aggregate principal amount of $500,000,000 400,000,000 pursuant to the ABL Credit Agreement. The proceeds of the Initial Loans and, if applicable, borrowings under the Unsecured Notes IndentureABL Credit Agreement, together with a portion of cash on hand, will be used on to (i) repay all principal, interest and other amounts owing under the Closing Date by the Borrowers (a) to consummate the Closing Date RefinancingExisting Term Loan Agreement, (bii) to pay repurchase or redeem $271,825,000 of the Transaction Expenses Senior Notes (as defined herein) and (ciii) to finance upfront pay fees and original issue discount expenses in connection with respect to the Facilitiesforegoing. The Lenders have indicated their theirInIn accordance with Amendment No. 2, the Original Credit Agreement be amended as set forth herein to, among other things, provide that the Term B-1 Lender provide Term B-1 Loans and the Term B-1 Lender has indicated its willingness to lend on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. Reference is made In connection with (a) the issuance of senior unsecured and unguaranteed notes (the “Notes”) of the Borrower issued prior to that certain First Lien the date hereof in an aggregate principal amount of $2,300 million (the “Notes Offering”), and (b) the refinancing of all of the Borrower’s outstanding loans and commitments under its existing Credit Agreement, dated as of August 623, 2019 2011 (as amended as of August 2, 2012 and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time immediately prior to the date hereoftime, the “Original Existing Credit Agreement”), by among the Borrower, Scotiabank (as hereinafter defined), as administrative agent, each lender party thereto and amongthe other agents and arrangers party thereto, inter aliosincluding the termination of Swap Contracts entered into in connection therewith (the “Refinancing” and together with the Notes Offering, and all other transactions related thereto (including, without limitation, the Parent Borrowerpayment of related fees and expenses), the other Borrowers party thereto “Transactions”), the Borrower has requested that, from time to time, (i) the Guarantors party thereto from time Revolving Credit Lenders (as hereinafter defined) make revolving credit loans to timethe Borrower, (ii) the Swing Line Lender (as hereinafter defined) issue swing line loans to the Borrower and (iii) the L/C Issuer (as hereinafter defined) issue letters of credit for the account of the Borrower and its Subsidiaries (as hereinafter defined), in each case to provide ongoing working capital and for other general corporate purposes of the Borrower and its Subsidiaries (including investments and acquisitions permitted hereunder) and to pay transaction fees and expenses and to finance, in part, the lenders party thereto from time to timeRefinancing. In furtherance of the foregoing, and Bank of America, N.A., as administrative agent. The Parent the Borrower has requested that the Original Lenders provide the Revolving Credit Agreement be amended Facility (as hereinafter defined), and restated as provided herein to, among other things, provide for Term B Loans on the Closing Date in an initial aggregate principal amount of $600,000,000. The Lenders party hereto have agreed pursuant to Sections 2.15 of the Original Credit Agreement to refinance in full the loans outstanding under the Original Credit Agreement with new Term B Loans under this Agreement and to amend and restate the Original Credit Agreement in accordance with the terms hereof. The proceeds of the Term B Loans, together with (i) a portion of the cash on hand at the Parent Borrower and its Subsidiaries and (ii) the proceeds of the Unsecured Notes in an initial aggregate principal amount of $500,000,000 under the Unsecured Notes Indenture, will be used on the Closing Date by the Borrowers (a) to consummate the Closing Date Refinancing, (b) to pay the Transaction Expenses and (c) to finance upfront fees and original issue discount with respect to the Facilities. The Lenders Swing Line Lender have indicated their willingness to lend and each L/C Issuer has indicated its willingness to issue letters of credit, in each case, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. Reference is made to that certain First Lien Credit Agreement, dated as of August 6, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time immediately prior to the date hereof, the “Original Credit Agreement”), by and among, inter alios, the Parent Borrower, the other Borrowers party thereto from time to time, the Guarantors party thereto from time to time, the lenders party thereto from time to time, and Bank of America, N.A., as administrative agent. The Parent Borrower has requested that that, substantially simultaneously with the Original Credit Agreement be amended and restated as provided herein toconsummation of the Refinancing, among other things, provide for (i) the Term B Loan Lenders extend credit to the Borrower in the form of Term Loans on the Closing Date in an initial aggregate principal amount of $600,000,000. The Lenders party hereto have agreed 450.0 million pursuant to Sections 2.15 of the Original Credit Agreement to refinance in full the loans outstanding under the Original Credit Agreement with new Term B Loans under this Agreement and (ii) certain other lenders extend credit to amend and restate the Original ABL Borrowers in the form of ABL Revolving Credit Agreement Commitments from time to time on or after the Closing Date in accordance with an initial aggregate principal amount of up to $400.0 million pursuant to the terms hereofABL Credit Agreement. The On the Closing Date, the proceeds of the Term B Loans, together with (i) a portion the proceeds of the cash ABL Revolving Loans that are drawn on hand at the Parent Closing Date in an amount not to exceed $160.0 million (plus amounts borrowed to fund the repayment of the Borrower’s existing revolving loans outstanding on the Closing Date, the working capital needs of the Borrower and its Subsidiaries and any “flex” original issue discount pursuant to the Fee Letter) and (ii) any cash on the proceeds balance sheet of the Unsecured Notes in an initial aggregate principal amount of $500,000,000 under the Unsecured Notes IndentureBorrower, will be used on the Closing Date by the Borrowers (aA) to consummate the Closing Date Refinancing, (bB) to consummate the other Transactions, (C) to pay the Transaction Expenses Costs and (cD) to finance upfront fees and original issue discount with respect to the Facilitiesfor other purposes permitted hereunder. The Lenders have indicated their willingness to lend extend credit on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. Reference is made The Borrower, CRC Intermediate Holdings, Inc., as Holdings, CITIBANK, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer, JPMORGAN CHASE BANK, N.A., as Syndication Agent, ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED, as Documentation Agent, and the lenders party thereto (the “Original Lenders”) have previously entered into a credit agreement, dated as of February 6, 2006 and amended and restated as of November 17, 2006 (the “Original Credit Agreement”) (which term shall, unless the context otherwise requires, include any amendment thereto prior to that certain First Lien the Second Restatement Effective Date (as defined below)). Pursuant to Amendment No. 1 to the Original Credit Agreement, dated as of August 6May 19, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time immediately prior to the date hereof, the “Original Credit Agreement”), by and among, inter alios, the Parent Borrower, the other Borrowers party thereto from time to time, the Guarantors party thereto from time to time, the lenders party thereto from time to time, and Bank of America, N.A., as administrative agent. The Parent Borrower has requested that the Original Credit Agreement be amended and restated as provided herein to2006, among other things, provide for Holdings was permitted to replace CRC Intermediate Holdings, Inc. as Holdings under the Original Credit Agreement. Immediately prior to the Restatement Effective Date, the Original Term B Lenders under the Original Credit Agreement held Original Term Loans on under the Closing Date Original Credit Agreement in the aggregate principal amount of $243,775,000. Simultaneously with the consummation of the merger of Madrid Merger Corporation, a California corporation, with and into Aspen Education Group, Inc., a California corporation (“Aspen”), with Aspen as the surviving corporation (such transactions, the “Aspen Acquisition”), the New Term Lenders extended credit to the Borrower in the form of New Term Loans, having substantially identical terms and conditions as the Original Term Loans, in an initial aggregate principal amount of $600,000,000175,500,000. The Lenders party proceeds of the New Term Loans made on the Restatement Effective Date, together with the proceeds of (i) the Holdings Loans and (ii) the Aspen Equity Contributions, were used, in part, to finance the repayment of then outstanding Revolving Credit Loans and certain existing Indebtedness of Aspen and its Subsidiaries, pay the Aspen Acquisition Consideration and the Aspen Transaction Expenses. The parties hereto have agreed pursuant to Sections 2.15 of the Original Credit Agreement to refinance in full the loans outstanding under the Original Credit Agreement with new Term B Loans under this Agreement and to amend and restate the Original Credit Agreement in accordance with the terms hereofits entirety as provided in this Agreement. The proceeds of Revolving Credit Loans made on or after the Term B Loans, together with (i) a portion Second Restatement Effective Date will be used for working capital and other general corporate purposes of the cash on hand at the Parent Borrower and its Subsidiaries Subsidiaries, including the financing of Permitted Acquisitions. Swing Line Loans and (ii) the proceeds Letters of the Unsecured Notes in an initial aggregate principal amount of $500,000,000 under the Unsecured Notes Indenture, Credit will be used on the Closing Date by the Borrowers (a) to consummate the Closing Date Refinancing, (b) to pay the Transaction Expenses and (c) to finance upfront fees and original issue discount with respect to the Facilities. The Lenders have indicated their willingness to lend on the terms and subject to the conditions set forth herein. In consideration for general corporate purposes of the mutual covenants Borrower and agreements herein contained, the parties hereto covenant and agree as follows:its Subsidiaries.

PRELIMINARY STATEMENTS. Reference is made Pursuant to that certain First Lien Sections 2.01.7, 2.01.8 and 2.01.9 of the Credit Agreement, dated the Borrowers are required to make certain curtailment payments with respect to the Floor Plan Loans (the “Curtailment Covenant”). Pursuant to Section 2.07 of the Credit Agreement, the Borrowers are required to pay to the Administrative Agent for the ratable benefit of the Lenders in each Class all accrued interest owing in respect of such Class of Loans in arrears on the applicable Interest Payment Dates (the “Interest Payment Covenant”). Pursuant to Section 2.03.3 of the Credit Agreement, the Revolving Credit Borrowers are required to pay to the Administrative Agent, for the account of the Revolving Credit Lenders, 100% of the Net Available Proceeds (less, without duplication, costs, fees and expenses payable to Coliseum) received by the Loan Parties from the Disposition of any real estate as a prepayment of August 6the Revolving Credit Loans then outstanding (the “Mandatory Prepayment Covenant”). Pursuant to Section 6(c)(ii) of the Fourth Amendment, 2019 the Loan Parties are required to pay any Net Available Proceeds (after paying the outstanding principal and other amounts owing under the Coliseum Agreement to Coliseum) from the sale of the owned real property at the Tulsa Facility (as amended, restated, amended and restated, supplemented or otherwise modified from time to time immediately prior defined in the Fourth Amendment) to the date hereofAdministrative Agent as a prepayment of the Revolving Credit Loans then outstanding (the “Tulsa Proceeds Covenant”). The Loan Parties acknowledge and agree that if not for the waiver provided for in Section 2 below, one or more existing or potential Defaults or Events of Default would have occurred and be continuing (collectively, the “Original Credit AgreementSpecified Defaults”), by and among, inter alios, the Parent Borrower, the other Borrowers party thereto from time to time, the Guarantors party thereto from time to time, the lenders party thereto from time to time, and Bank ) as a result of America, N.A., as administrative agent. The Parent Borrower has requested that the Original Credit Agreement be amended and restated as provided herein to, among other things, provide for Term B Loans on the Closing Date in an initial aggregate principal amount of $600,000,000. The Lenders party hereto have agreed pursuant to Sections 2.15 of the Original Credit Agreement to refinance in full the loans outstanding under the Original Credit Agreement with new Term B Loans under this Agreement and to amend and restate the Original Credit Agreement in accordance with the terms hereof. The proceeds of the Term B Loans, together with (i) a portion the Borrowers’ failure to comply with (a) the Curtailment Covenants for the applicable payments due and owing on the Applicable Curtailment Date occurring on or about August 1, 2025, (b) the Interest Payment Covenant for the Interest Payment Dates occurring on July 31, 2025 and August 1, 2025 (as applicable) and (c) the Mandatory Prepayment Covenant and the Tulsa Proceeds Covenant with respect the sale of the cash on hand at the Parent Borrower and its Subsidiaries and Tulsa Facility, (ii) the proceeds Borrowers’ representation under Section 3.19 of the Unsecured Notes Credit Agreement (the “Solvency Representation”) being false when made or deemed made prior to the Waiver End Date (as defined below) and (iii) any of the foregoing Defaults or Events of Default resulting in an initial aggregate principal amount of $500,000,000 defaults or cross defaults under the Unsecured Notes Indenture, will be used on Knoxville mortgage in favor of First Horizon Bank. The Loan Parties have requested that the Closing Date by Lenders agree to temporarily waive the Borrowers (a) to consummate the Closing Date Refinancing, (b) to pay the Transaction Expenses Specified Defaults and (c) to finance upfront fees and original issue discount with respect consent to the Facilities. The funding of the Cash Collateral Reserve (as defined below) with certain Tulsa Facility sale proceeds, and the undersigned Lenders have indicated their willingness agreed to lend such temporary waiver and consent, in each case on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:.

PRELIMINARY STATEMENTS. Reference is made to that certain First Lien Credit Agreement, The Company has entered into a securities purchase agreement dated as of August 6September 2, 2019 2011 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time immediately prior to the date hereoftime, the “Original Credit 2011 Securities Purchase Agreement”), by and among, inter alios, ) with the Parent Borrower, the other Borrowers Purchasers party thereto and the Agent and a Securities Purchase Agreement dated as of March 28, 2012 (as amended, amended and restated, supplemented or otherwise modified from time to time, the Guarantors “2012 Securities Purchase Agreement” and collectively with the 2011 Securities Purchase Agreement, the “Securities Purchase Agreements”) with the Purchasers party thereto from time to timeand the Agent. For purposes of this Agreement, the lenders party thereto from time to time, and Bank of America, N.A., as administrative agent. The Parent Borrower has requested that the Original Credit Agreement be amended and restated as provided herein to, among other things, provide for Term B Loans on the Closing Date in an initial aggregate principal amount of $600,000,000. The Lenders party hereto have agreed pursuant to Sections 2.15 of the Original Credit Agreement to refinance in full the loans outstanding under the Original Credit Agreement with new Term B Loans under this Agreement and to amend and restate the Original Credit Agreement in accordance with the terms hereof. The proceeds of the Term B Loans, together with term “Notes” shall mean (i) a portion of the cash on hand at Senior Secured Convertible Promissory Notes issued pursuant to the Parent Borrower and its Subsidiaries and 2011 Securities Purchase Agreement, (ii) the proceeds Senior Cash Collateralized Convertible Promissory Notes issued pursuant to the 2011 Securities Purchase Agreement, (iii) the Senior Secured Convertible Promissory Notes (including any Additional Closing Notes) issued pursuant to the 2012 Securities Purchase Agreement, (iv) any Senior Secured Convertible Promissory Notes issued upon exercise of the Unsecured Notes in an initial aggregate principal amount of $500,000,000 under Debt Warrants issued pursuant to the Unsecured Notes Indenture, will be used on the Closing Date by the Borrowers (a) to consummate the Closing Date Refinancing, (b) to pay the Transaction Expenses 2011 Securities Purchase Agreement and (cv) to finance upfront fees any additional Senior Secured Convertible Promissory Notes or Senior Secured Cash Collateralized Convertible Promissory Notes issued in payment of accrued and original issue discount with respect to the Facilities. The Lenders have indicated their willingness to lend unpaid interest on the terms and subject to the conditions set forth herein. In consideration any of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:promissory notes described in clauses (i) through (iv) above.

PRELIMINARY STATEMENTS. Reference is made The Borrower, Barclays Bank PLC, as administrative agent and collateral agent (the “Existing Administrative Agent”), and each Lender from time to that certain First Lien time party thereto are parties to the Term Loan Credit Agreement, Agreement dated as of August 6September 30, 2019 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time immediately prior to the date hereof, the “Original Existing Credit Agreement”), by and among, inter alios, the Parent Borrower, the other Borrowers party thereto from time to time, the Guarantors party thereto from time to time, the lenders party thereto from time to time, and Bank of America, N.A., as administrative agent. The Parent Borrower has requested that the Original Existing Credit Agreement be amended provided the Borrower with Initial Canadian Term Loans on the Closing Date in an initial aggregate principal amount of C$130,000,000 and restated as provided herein to, among other things, provide for Initial U.S. Term B Loans on the Closing Date in an initial aggregate principal amount of $600,000,000370,000,000. The andThe Borrower has requested the 2018 Incremental Term Lenders party hereto have agreed pursuant to Sections 2.15 provide, on the terms and subject to the conditions set forth herein, , on the First Amendment Effective Date, the Borrower was provided an incremental term loan facility in an aggregate principal amount not exceeding $905,000,000, comprising (a) term loans available, which were incurred on the First Amendment Effective Date in an aggregate principal amount of the Original Credit Agreement $805,000,000 to refinance beand were used to repay in full the loans Initial Term Loans outstanding under the Original Credit Agreement with new Term B Loans under this Agreement and to amend and restate the Original Credit Agreement in accordance with the terms hereof. The proceeds as of the Term B Loans, First Amendment Effective Date (together with (i) any accrued and unpaid interest thereon),and to finance a portion of the cash on hand at consideration paid to shareholders of the Parent Borrower in connection with the First Amendment Transactions and its Subsidiaries to pay the fees and expenses incurred in connection with the First Amendment Transactions and the other transactions contemplated thereby herein (including fees and expenses in connection with the First Amendment) and (iib) delayed draw term loans in an aggregate principal amount of up to $100,000,000 which will be used on and/or from time to time after the proceeds First Amendment Effective Date to provide financing for, or to refinance indebtedness incurred or to replace cash used, which were incurred on October 15, 2018 in connection with, Pre-Approved Acquisitions. As of the Unsecured Notes First Amendment Effective Date, all Initial Term Loans (and any accrued and unpaid interest thereon) under the Existing Credit Agreement shall bewas repaid in full. The Borrower has requested the Additional 2018 Incremental Term Lenders to provide, on the terms and subject to the conditions set forth in the Second Amendment and herein, New Term Loans on the Second Amendment Effective Date (as defined below) in an initial aggregate principal amount of $500,000,000 1,710,000,000 to be used to finance a portion of the consideration paid in connection with the Borrower’s acquisition (the “Acquisition”), indirectly through ▇▇▇▇▇ Merger Sub Inc., a newly-formed Delaware corporation and an indirect, wholly-owned subsidiary of the Borrower (the “Buyer”), of Wrangler Super Holdco Corp., a corporation organized under the Unsecured Notes Indenturelaws of Delaware (the “Target”), will be used on from the Closing Date equity holders thereof, pursuant to the Agreement and Plan of Merger, dated as of October 9, 2018 (together with all exhibits, schedules and other disclosure letters thereto, collectively, and as amended prior to the date hereof, the “Merger Agreement”) by and among the Borrowers Buyer, GFL Environmental Holdings (US), Inc., a Delaware corporation and the indirect parent of the Borrower, the Target, solely for The Existing Administrative Agent, the Administrative Agent, the Collateral Agent and each of the Lenders party to the First Amendment have agreed to (a) amend the Existing Credit Agreement to consummate provide for the Closing Date Refinancing, 2018 Incremental Term Loans extended by the 2018 Incremental Term Lenders and (b) to pay the Transaction Expenses and (c) to finance upfront fees and original issue discount with respect make certain other amendments to the FacilitiesExisting Credit Agreement. The Lenders have indicated their willingness to lend on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree that the Existing Credit Agreement is hereby amended and restated in its entirety as follows:

PRELIMINARY STATEMENTS. Reference is made Pursuant to that certain First Lien Credit Agreement, the Transaction Agreement dated as of August 6September 7, 2019 2005 (as amendedthe “Transaction Agreement”) Holdings agreed, restatedamong other things, amended to purchase certain of its outstanding class “B” shares (the “Company Class B Shares”) from existing holders thereof (the “Sellers”) (such redemption, the “Recapitalization”). The Borrowers have requested that (a) the Lenders lend funds to Holdings to pay to the Sellers the cash consideration in respect of the Recapitalization and restated, supplemented or otherwise modified to pay transaction fees and expenses and (b) from time to time immediately prior time, the Lenders lend to the date hereofBorrowers and the L/C Issuer (as hereinafter defined) issue Letters of Credit (as hereinafter defined) for the account of the Borrowers in order to provide a revolving credit facility for the Borrowers and their Subsidiaries (as hereinafter defined). In connection with the foregoing, the Borrowers, the Administrative Agent and certain Lenders entered into the Credit Agreement dated as of September 7, 2005 (the “Original Credit Agreement”), by and among, inter alios, the Parent Borrower, the other Borrowers party thereto from time to time, the Guarantors party thereto from time to time, the lenders party thereto from time to time, and Bank of America, N.A., as administrative agent. The Parent Borrower has requested that the Original Credit Agreement be amended and restated as provided herein to, among other things, provide for Term B Loans on the Closing Date in an initial aggregate principal amount of $600,000,000. The Lenders party hereto have agreed pursuant to Sections 2.15 which such Lenders provided a revolving credit facility and the L/C Issuer agreed to issue Letters of the Original Credit Agreement to refinance Credit, in full the loans outstanding under the Original Credit Agreement with new Term B Loans under this Agreement and to amend and restate the Original Credit Agreement in accordance with the terms hereof. The proceeds of the Term B Loanseach case, together with (i) a portion of the cash on hand at the Parent Borrower and its Subsidiaries and (ii) the proceeds of the Unsecured Notes in an initial aggregate principal amount of $500,000,000 under the Unsecured Notes Indenture, will be used on the Closing Date by the Borrowers (a) to consummate the Closing Date Refinancing, (b) to pay the Transaction Expenses and (c) to finance upfront fees and original issue discount with respect to the Facilities. The Lenders have indicated their willingness to lend on the terms and subject to the conditions set forth hereinin the Original Credit Agreement. The Borrowers, the Administrative Agent and the Lenders have agreed to amend and restate the Original Credit Agreement on the Effective Date (as hereinafter defined) in its entirety to read as set forth in this Amended and Restated Credit Agreement. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows: