US ECOLOGY, INC. (Form: 10-Q, Received: 08/11/2014 12:49:48)

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2014

TRANSITION REPORT PURSUANT TO Section 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission file number: 0000-11688

US ECOLOGY, INC.

(Exact name of registrant as specified in its charter)

Delaware		95-3889638
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

251 E. Front St., Suite 400
Boise, Idaho		83702
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (208) 331-8400

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o		Accelerated filer x

Non-accelerated filer o		Smaller reporting company o
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x

At August 7, 2014, there were 21,624,325 shares of the registrant’s Common Stock outstanding.

Table of Contents

US ECOLOGY, INC.

FORM 10-Q

TABLE OF CONTENTS

Item		Page

PART I — FINANCIAL INFORMATION

1.	Financial Statements (Unaudited)	3

	Consolidated Balance Sheets as of June 30, 2014 and December 31, 2013	3

	Consolidated Statements of Operations for the three and six months ended June 30, 2014 and 2013	4

	Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2014 and 2013	5

	Consolidated Statements of Cash Flows for the six months ended June 30, 2014 and 2013	6

	Notes to Consolidated Financial Statements	7

	Report of Independent Registered Public Accounting Firm	21

2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
3.	Quantitative and Qualitative Disclosures About Market Risk	33
4.	Controls and Procedures	33

PART II — OTHER INFORMATION

	Cautionary Statement	35
1.	Legal Proceedings	35
1A.	Risk Factors	36
2.	Unregistered Sales of Equity Securities and Use of Proceeds	38
3.	Defaults Upon Senior Securities	38
4.	Mine Safety Disclosures	38
5.	Other Information	38
6.	Exhibits	38
	SIGNATURE	39

Table of Contents

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

US ECOLOGY, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands, except par value amount)

	June 30, 2014			December 31, 2013
Assets

Current Assets:
Cash and cash equivalents	$	13,797		$	73,940
Receivables, net	128,345			43,636
Prepaid expenses and other current assets	12,681			3,612
Income taxes receivable	7,193			—
Deferred income taxes	5,327			1,340
Total current assets	167,343			122,528

Property and equipment, net	221,146			114,859
Restricted cash and investments	5,723			4,097
Intangible assets, net	286,391			36,832
Goodwill	212,524			21,693
Other assets	12,258			547
Total assets	$	905,385		$	300,556

Liabilities And Stockholders’ Equity

Current Liabilities:
Accounts payable	$	23,381		$	7,277
Deferred revenue	9,427			8,870
Accrued liabilities	32,912			8,691
Accrued salaries and benefits	11,175			6,957
Income taxes payable	1,469			4,428
Current portion of closure and post-closure obligations	5,338			949
Current portion of long-term debt	4,002			—
Total current liabilities	87,704			37,172

Long-term closure and post-closure obligations	53,250			16,519
Long-term debt	409,961			—
Other long-term liabilities	1,288			69
Unrecognized tax benefits	487			480
Deferred income taxes	110,454			14,778
Total liabilities	663,144			69,018

Commitments and contingencies

Stockholders’ Equity:
Common stock $0.01 par value, 50,000 authorized; 21,624 and
21,538 shares issued, respectively	216			215
Additional paid-in capital	164,926			162,830
Retained earnings	79,073			70,597
Treasury stock, at cost, 13 and 19 shares, respectively	(267		)	(319		)
Accumulated other comprehensive income (loss)	(1,707		)	(1,785		)
Total stockholders’ equity	242,241			231,538
Total liabilities and stockholders’ equity	$	905,385		$	300,556

The accompanying notes are an integral part of these financial statements.

Table of Contents

US ECOLOGY, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except per share amounts)

	Three Months Ended June 30,						Six Months Ended June 30,
	2014			2013			2014			2013

Revenue	$	66,024		$	45,777		$	119,378		$	88,676
Direct operating costs	31,400			19,759			54,021			40,843
Transportation costs	9,377			7,090			17,990			13,523

Gross profit	25,247			18,928			47,367			34,310

Selling, general and administrative expenses	14,225			6,519			20,861			12,245

Operating income	11,022			12,409			26,506			22,065

Other income (expense):
Interest income	39			2			83			7
Interest expense	(858		)	(222		)	(944		)	(443		)
Foreign currency gain (loss)	743			(1,193		)	(197		)	(2,131		)
Other	166			94			252			191

Total other income (expense)	90			(1,319		)	(806		)	(2,376		)

Income before income taxes	11,112			11,090			25,700			19,689
Income tax expense	4,247			3,880			9,474			7,073

Net income	$	6,865		$	7,210		$	16,226		$	12,616

Earnings per share:
Basic	$	0.32		$	0.39		$	0.75		$	0.69
Diluted	$	0.32		$	0.39		$	0.75		$	0.68

Shares used in earnings per share calculation:
Basic	21,528			18,401			21,503			18,362
Diluted	21,667			18,483			21,632			18,446

Dividends paid per share	$	0.18		$	0.18		$	0.36		$	0.18

The accompanying notes are an integral part of these financial statements.

Table of Contents

US ECOLOGY, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(In thousands)

	Three Months Ended June 30,					Six Months Ended June 30,
	2014		2013			2014		2013

Net income	$	6,865	$	7,210		$	16,226	$	12,616
Other comprehensive income (loss):
Foreign currency translation gain (loss)	1,557		(1,179		)	78		(1,929		)

Comprehensive income	$	8,422	$	6,031		$	16,304	$	10,687

The accompanying notes are an integral part of these financial statements.

Table of Contents

US ECOLOGY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

	Six Months Ended June 30,
	2014			2013
Cash flows from operating activities:
Net income	$	16,226		$	12,616
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of property and equipment	8,417			7,071
Amortization of intangible assets	1,215			729
Accretion of closure and post-closure obligations	716			613
Unrealized foreign currency loss	323			2,400
Deferred income taxes	2,095			(1,665		)
Share-based compensation expense	525			363
Unrecognized tax benefits	7			7
Net loss on sale of property and equipment	14			10
Changes in assets and liabilities (net of effect of business acquisition):
Receivables	4,661			(682		)
Income taxes receivable	(3,426		)	(787		)
Other assets	(418		)	(563		)
Accounts payable and accrued liabilities	(2,347		)	(1,583		)
Deferred revenue	(2,349		)	1,594
Accrued salaries and benefits	(1,772		)	(2,386		)
Income taxes payable	(3,024		)	582
Closure and post-closure obligations	(364		)	(621		)
Net cash provided by operating activities	20,499			17,698

Cash flows from investing activities:
Business acquisition (net of cash acquired)	(465,895		)	—
Purchases of property and equipment	(8,658		)	(12,530		)
Purchases of restricted cash and investments	(30		)	—
Proceeds from sale of property and equipment	19			52
Net cash used in investing activities	(474,564		)	(12,478		)

Cash flows from financing activities:
Proceeds from issuance of long-term debt	413,962			8,000
Payments on long-term debt	—			(10,000		)
Proceeds from exercise of stock options	1,420			2,110
Deferred financing costs paid	(14,001		)	(185		)
Dividends paid	(7,750		)	(3,314		)
Other	205			261
Net cash provided by (used in) financing activities	393,836			(3,128		)

Effect of foreign exchange rate changes on cash	86			(230		)

Increase (decrease) in cash and cash equivalents	(60,143		)	1,862

Cash and cash equivalents at beginning of period	73,940			2,120

Cash and cash equivalents at end of period	$	13,797		$	3,982

Supplemental Disclosures
Income taxes paid, net of receipts	$	13,281		$	8,677
Interest paid	$	124		$	367
Non-cash investing and financing activities:
Closure and post-closure retirement asset	$	2,863		$	—
Capital expenditures in accounts payable	$	1,328		$	504
Restricted stock issued from treasury shares	$	279		$	779

The accompanying notes are an integral part of these financial statements.

Table of Contents

US ECOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1. GENERAL

Basis of Presentation

The accompanying unaudited consolidated financial statements include the results of operations, financial position and cash flows of US Ecology, Inc. and its wholly-owned subsidiaries. All significant intercompany balances have been eliminated. Throughout these financial statements words such as “we,” “us,” “our,” “US Ecology” and the “Company” refer to US Ecology, Inc. and its subsidiaries.

In the opinion of management, the accompanying unaudited consolidated financial statements include all adjustments necessary to present fairly, in all material respects, the results of the Company for the periods presented. These consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been omitted pursuant to the rules and regulations of the SEC. These consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013. The results of operations and cash flows for the six months ended June 30, 2014 are not necessarily indicative of results to be expected for the entire fiscal year.

The Company’s Consolidated Balance Sheet as of December 31, 2013 has been derived from the Company’s audited Consolidated Balance Sheet as of that date.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from the estimates and assumptions that we use in the preparation of our financial statements. As it relates to estimates and assumptions in amortization rates and environmental obligations, significant engineering, operations and accounting judgments are required. We review these estimates and assumptions no less than annually. In many circumstances, the ultimate outcome of these estimates and assumptions will not be known for decades into the future. Actual results could differ materially from these estimates and assumptions due to changes in applicable regulations, changes in future operational plans and inherent imprecision associated with estimating environmental impacts far into the future.

Restricted Cash and Investments

Restricted cash and investments represent funds held in third-party managed trust accounts as collateral for our financial assurance obligations for post-closure activities at our non-operating facilities. These funds are invested in fixed-income U.S. Treasury and government agency securities and money market accounts. The balances are adjusted monthly to fair market value based on quoted prices in active markets for identical or similar assets.

NOTE 2. BUSINESS COMBINATION

On June 17, 2014, the Company acquired 100% of the outstanding shares of EQ Holdings, Inc. and its wholly-owned subsidiaries (collectively “EQ”). EQ is a fully integrated environmental services company providing waste treatment and disposal, wastewater treatment, remediation, recycling, industrial cleaning and maintenance, transportation, total waste management, technical services, and emergency response services to a variety of industries and customers in North America. The total purchase price was $465.9 million, net of cash acquired, and was funded through a combination of cash on hand and borrowings under a new $415.0 million term loan. The purchase price is subject to post-closing adjustments including agreed upon working capital requirements.

We have recognized the assets and liabilities of EQ based on our preliminary estimates of their acquisition date fair values. The determination of the fair values of the acquired assets and assumed liabilities (and the related determination of estimated lives of depreciable tangible and identifiable intangible assets) requires significant judgment. As such, we have not completed our valuation analysis and calculations in sufficient detail necessary to arrive at the final estimates of the fair market value of the assets acquired and liabilities assumed, along with the related allocations to goodwill and intangible assets. All information presented is preliminary and subject to revision pending finalization of our fair market valuation analysis. Our final fair value determinations may be significantly different than those reflected in our consolidated financial statements as of June 30, 2014.

Table of Contents

The following table summarizes the consideration paid for EQ and the preliminary fair value estimates of assets acquired and liabilities assumed recognized at the acquisition date:

$s in thousands	June 17, 2014
Current assets	$	114,227
Property and equipment	103,532
Identifiable intangible assets	250,900
Current liabilities	(56,550		)
Other liabilities	(131,336		)
Total identifiable net assets	280,773
Goodwill	190,894
Total purchase price	$	471,667

Goodwill of $190.9 million arising from the acquisition is the result of several factors. EQ has an assembled workforce that serves the U.S. industrial market utilizing state-of-the-art technology to treat a wide range of hazardous waste. The acquisition of EQ increases our geographic base providing a coast-to-coast presence and a service platform to better serve key North American hazardous waste markets. In addition, the acquisition of EQ provides us with an opportunity to win more waste clean-up project work; expand penetration with national accounts; improve and enhance transportation, logistics, and service offerings with existing customers and attract new customers. All of the goodwill recognized was assigned to our EQ Operations reporting segment. None of the goodwill recognized is expected to be deductible for income tax purposes.

The preliminary fair value estimate of identifiable intangible assets by major intangible asset class and related weighted average amortization period are as follows:

$s in thousands	June 17, 2014		Weighted Average Amortization Period (Years)
Permits and licenses	$	119,500	45
Customer relationships	115,000		15
Tradename	9,900		4
Customer backlog	3,600		10
Non-compete agreements	1,400		1
Internet domain and website	900		19
Database	600		15
Total identifiable intangible assets	$	250,900	29

The following unaudited pro forma financial information presents the combined results of operations as if EQ had been combined with us at the beginning of each of the periods presented. The pro forma financial information includes the accounting effects of the business combination, including the amortization of intangible assets, depreciation of property, plant and equipment, and interest expense. The unaudited pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of the periods presented, nor should it be taken as indication of our future consolidated results of operations.

	(unaudited)				(unaudited)
	Three Months Ended June 30,				Six Months Ended June 30,
$s in thousands, except per share amounts	2014		2013		2014		2013
Pro forma combined:
Revenue	$	149,121	$	121,618	$	287,232	$	232,455
Net income	$	6,297	$	6,975	$	11,503	$	9,641
Earnings per share
Basic	$	0.29	$	0.38	$	0.53	$	0.52
Diluted	$	0.29	$	0.38	$	0.53	$	0.52

The amounts of revenue and net income from EQ included in US Ecology’s consolidated statement of operations for each of the three and six month periods ended June 30, 2014 were $14.6 million and $906,000, respectively. Acquisition-related costs of $5.1 million and $5.3 million were included in selling, general and administrative expenses in the Company’s consolidated statements of operations for the three and six months ended June 30, 2014, respectively.

Table of Contents

NOTE 3. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

Changes in accumulated other comprehensive income (loss), comprised entirely of foreign currency translation adjustments, consisted of the following:

	Three Months Ended June 30,						Six Months Ended June 30,
$s in thousands	2014			2013			2014			2013
Balance, beginning of period	$	(3,264	)	$	(122	)	$	(1,785	)	$	628
Foreign currency translation gain (loss) in other comprehensive income	1,557			(1,179		)	78			(1,929		)
Balance, end of period	$	(1,707	)	$	(1,301	)	$	(1,707	)	$	(1,301	)

NOTE 4. CONCENTRATIONS AND CREDIT RISK

Major Customers

No customer accounted for more than 10% of total revenue for the three or six months ended June 30, 2014 or the three or six months ended June 30, 2013. No customer accounted for more than 10% of total trade receivables as of June 30, 2014 or as of December 31, 2013.

Credit Risk Concentration

We maintain most of our cash with nationally recognized financial institutions like Wells Fargo Bank, National Association (“Wells Fargo”). Substantially all balances are uninsured and are not used as collateral for other obligations. Concentrations of credit risk on accounts receivable are believed to be limited due to the number, diversification and character of the obligors and our credit evaluation process.

NOTE 5. RECEIVABLES

Receivables consisted of the following:

	June 30,			December 31,
$s in thousands	2014			2013

Trade	$	108,575		$	42,055
Unbilled revenue	21,322			1,296
Other	2,400			810
Total receivables	132,297			44,161
Allowance for doubtful accounts	(3,952		)	(525		)
Receivables, net	$	128,345		$	43,636

NOTE 6. FAIR VALUE MEASUREMENTS

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities recorded at fair value are categorized using defined hierarchical levels directly related to the amount of subjectivity associated with the inputs to fair value measurements, as follows:

Level 1 - Quoted prices in active markets for identical assets or liabilities;

Level 2 - Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable;

Level 3 - Unobservable inputs in which little or no market activity exists, requiring an entity to develop its own assumptions that market participants would use to value the asset or liability.

The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, restricted cash and investments, accounts payable, accrued liabilities and long-term debt. The estimated fair value of cash and cash equivalents, accounts receivable,

Table of Contents

accounts payable and accrued liabilities approximate their carrying value due to the short-term nature of these instruments. The carrying amount of our long-term debt approximates fair value due to the fact that interest rates are variable and, accordingly, approximate current market rates for instruments with similar risk and maturities.

The Company’s assets measured at fair value on a recurring basis consisted of our Restricted cash and investments as follows:

	June 30, 2014
	Quoted Prices in Active Markets		Other Observable Inputs		Unobservable Inputs
$s in thousands	(Level 1)		(Level 2)		(Level 3)		Total

Assets:
Fixed-income securities (1)	$	400	$	3,606	$	—	$	4,006
Money market funds (2)	$	1,717	$	—	$	—	$	1,717
Total	$	2,117	$	3,606	$	—	$	5,723

	December 31, 2013
	Quoted Prices in Active Markets		Other Observable Inputs		Unobservable Inputs
$s in thousands	(Level 1)		(Level 2)		(Level 3)		Total

Assets:
Fixed-income securities (1)	$	399	$	3,607	$	—	$	4,006
Money market funds (2)	$	91	$	—	$	—	$	91
Total	$	490	$	3,607	$	—	$	4,097

(1) We invest a portion of our Restricted cash and investments in fixed-income securities, including U.S. Treasury and U.S. agency securities. We measure the fair value of U.S. Treasury securities using quoted prices for identical assets in active markets. We measure the fair value of U.S. agency securities using observable market activity for similar assets. The fair value of our fixed-income securities approximates our cost basis in the investments.

(2) We invest a portion of our Restricted cash and investments in money market funds. We measure the fair value of these money market fund investments using quoted prices for identical assets in active markets.

NOTE 7. PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

	June 30,			December 31,
$s in thousands	2014			2013

Cell development costs	$	93,766		$	77,348
Land and improvements	34,804			18,073
Buildings and improvements	77,850			59,101
Railcars	17,375			17,375
Vehicles and other equipment	91,037			42,859
Construction in progress	20,663			6,784
Total property and equipment	335,495			221,540
Accumulated depreciation and amortization	(114,349		)	(106,681		)
Property and equipment, net	$	221,146		$	114,859

Depreciation and amortization expense for the three months ended June 30, 2014 and 2013 was $4.6 million and $3.6 million, respectively. Depreciation and amortization expense for the six months ended June 30, 2014 and 2013 was $8.4 million and $7.1 million, respectively.

Table of Contents

NOTE 8. GOODWILL AND INTANGIBLE ASSETS

Goodwill and intangible assets as of June 30, 2014, were the result of our acquisitions of EQ on June 17, 2014, US Ecology Michigan, Inc. on May 31, 2012 and Stablex Canada Inc. (“Stablex”) on October 31, 2010. Changes in goodwill for the six months ended June 30, 2014 consisted of the following:

$s in thousands	December 31, 2013		Additions		Foreign Currency Translation			June 30, 2014
Goodwill:
Operating Disposal Facilities	$	21,693	$	—	$	(63	)	$	21,630
EQ Operations	—		190,894		—			190,894
Total goodwill	$	21,693	$	190,894	$	(63	)	$	212,524

Intangible assets consisted of the following:

$s in thousands	June 30, 2014			December 31, 2013
Amortizing intangible assets:
Customer relationships	$	119,993		$	5,005
Permits, licenses and lease	145,683			26,264
Technology - Formulae and processes	8,525			8,551
Tradename	9,900			—
Customer backlog	3,600			—
Non-compete agreements	1,420			20
Internet domain and website	900			—
Database	694			94
Developed software	328			329
Total amortizing intangible assets	291,043			40,263
Accumulated amortization	(5,561		)	(4,341		)

Nonamortizing intangible assets:
Permits and licenses	750			750
Tradename	159			160
Total intangible assets, net	$	286,391		$	36,832

At June 30, 2014, the net carrying amounts of goodwill and amortizing intangible assets include preliminary estimates of $190.9 million and $250.9 million, respectively, as a result of our acquisition of EQ.

Amortization expense for the three months ended June 30, 2014 and 2013 was $862,000 and $362,000, respectively. Amortization expense for the six months ended June 30, 2014 and 2013 was $1.2 million and $729,000, respectively. Future amortization expense of amortizing intangible assets, including the amortization of the preliminary values assigned to EQ amortizing intangible assets, is as follows:

$s in thousands	Total
Remainder of 2014	$	9,243
2015	15,280
2016	14,598
2017	14,592
2018	13,239

Table of Contents

NOTE 9. DEBT

Long-term debt consisted of the following:

	June 30,			December 31,
$s in thousands	2014			2013

Term loan	$	415,000		$	—
Net discount on term loan	$	(1,037	)	—
Total debt	413,963			—
Current portion of long-term debt	(4,002		)	—
Long-term debt	$	409,961		$	—

Future maturities of long-term debt, excluding the net discount, as of June 30, 2014 consist of the following:

$s in thousands	Maturities

2014	$	2,075
2015	4,150
2016	4,150
2017	4,150
2018	4,150
Thereafter	396,325
	$	415,000

On June 17, 2014, in connection with the acquisition of EQ, the Company entered into a new $540.0 million senior secured credit agreement (the “Credit Agreement”) with a syndicate of banks comprised of a $415.0 million term loan (the “Term Loan”) with a maturity date of June 17, 2021 and a $125.0 million revolving line of credit (the “Revolving Credit Facility”) with a maturity date of June 17, 2019. Upon entering into the Credit Agreement, the Company terminated its existing credit agreement with Wells Fargo, dated October, 29, 2010, as amended (the “Former Agreement”). Immediately prior to the termination of the Former Agreement, there were no outstanding borrowings under the Former Agreement. No early termination penalties were incurred as a result of the termination of the Former Agreement.

Term Loan

The Term Loan provides an initial commitment amount of $415.0 million, the proceeds of which were used to acquire 100% of the outstanding shares of EQ and pay related transaction fees and expenses. The Term Loan bears interest at a base rate (as defined in the Credit Agreement) plus 2.00% or LIBOR plus 3.00%, at the Company’s option. The Term Loan is subject to amortization in equal quarterly installments in an aggregate annual amount equal to 1.00% of the original principal amount of the Term Loan. At June 30, 2014, the effective interest rate on the Term Loan was 3.75%. Interest only payments are due either monthly or on the last day of any interest period, as applicable. As set forth in the Credit Agreement, by October 2, 2014 the Company is required to enter into one or more interest rate hedge agreements in amounts sufficient to fix the interest rate on at least 50% of the $415.0 million Term Loan principal.

Revolving Credit Facility

The Revolving Credit Facility provides up to $125.0 million of revolving credit loans or letters of credit with the use of proceeds restricted solely for working capital and other general corporate purposes. Under the Revolving Credit Facility, revolving loans are available based on a base rate (as defined in the Credit Agreement) or LIBOR, at the Company’s option, plus an applicable margin which is determined according to a pricing grid under which the interest rate decreases or increases based on our ratio of funded debt to earnings before interest, taxes, depreciation and amortization (“EBITDA”). The Company is required to pay a commitment fee of 0.50% per annum on the unused portion of the Revolving Credit Facility, with such commitment fee to be reduced based upon the Company’s total leverage ratio as defined in the Credit Agreement. The maximum letter of credit capacity under the new revolving credit facility is $50.0 million and the Credit Agreement provides for a letter of credit fee equal to the applicable margin for LIBOR loans under the Revolving Credit Facility. At June 30, 2014, the effective interest rate on the Revolving Credit Facility was 3.16%. Interest only payments are due either monthly or on the last day of any interest period, as applicable. At June 30, 2014, there were no

Table of Contents

borrowings outstanding on the Revolving Credit Facility. The availability under the Revolving Credit Facility was $95.9 million with $29.1 million of the Revolving Credit Facility issued in the form of standby letters of credit utilized as collateral for closure and post-closure financial assurance.

Except as set forth below, the Company may prepay the Term Loan or permanently reduce the Revolving Credit Facility commitment under the Credit Agreement at any time without premium or penalty (other than customary “breakage” costs with respect to the early termination of LIBOR loans). On or prior to six months after the closing of the Credit Agreement, if we prepay the initial term loans or amend the pricing terms of the initial term loans, in each case in connection with a reduction of the effective yield, we are required to pay a 1% prepayment premium (unless in connection with a change of control, sale or permitted acquisition). Subject to certain exceptions, the Credit Agreement provides for mandatory prepayment upon certain asset dispositions, casualty events and issuances of indebtedness. The Credit Agreement is also subject to mandatory annual prepayments commencing in December 2015 if our total leverage (defined as the ratio of our consolidated funded debt as of the last day of the applicable fiscal year to our adjusted EBITDA for such period) exceeds certain ratios as follows: 50% of our adjusted excess cash flow (as defined in the Credit Agreement and which takes into account certain adjustments) if our total leverage ratio is greater than 2.50 to 1.00, with step-downs to 0% if our total leverage ratio is equal to or less than 2.50 to 1.00.

Pursuant to (i) an unconditional guarantee agreement (the “Guarantee”) and (ii) a collateral agreement (the “Collateral Agreement”), each entered into by the Company and its domestic subsidiaries on June 17, 2014, the Company’s obligations under the Credit Agreement are jointly and severally and fully and unconditionally guaranteed on a senior basis by all of the Company’s existing and certain future domestic subsidiaries and the Credit Agreement is secured by substantially all of the Company’s and its domestic subsidiaries’ assets except the Company’s and its domestic subsidiaries’ real property.

The Credit Agreement contains customary restrictive covenants, subject to certain permitted amounts and exceptions, including covenants limiting the ability of the Company to incur additional indebtedness, pay dividends and make other restricted payments, repurchase shares of our outstanding stock and create certain liens. We may only declare quarterly or annual dividends if on the date of declaration, no event of default has occurred and no other event or condition has occurred that would constitute default due to the payment of the dividend.

The Credit Agreement also contains a financial maintenance covenant, which is a maximum Consolidated Senior Secured Leverage Ratio, as defined in the Credit Agreement, and is only applicable to the Revolving Credit Facility. Our Consolidated Senior Secured Leverage Ratio as of the last day of any fiscal quarter, commencing with June 30, 2014, may not exceed the ratios indicated below:

Fiscal Quarters Ending		Maximum Ratio
June 30, 2014 through September 30, 2015		4.00 to 1.00
December 31, 2015 through September 30, 2016		3.75 to 1.00
December 31, 2016 through September 30, 2017		3.50 to 1.00
December 31, 2017 through September 30, 2018		3.25 to 1.00
December 31, 2018 and thereafter		3.00 to 1.00

At June 30, 2014, we were in compliance with all of the financial covenants in the Credit Agreement.

Table of Contents

NOTE 10. CLOSURE AND POST-CLOSURE OBLIGATIONS

Our accrued closure and post-closure obligations represent the expected future costs, including corrective actions, associated with closure and post-closure of our operating and non-operating disposal facilities. Liabilities are recorded when work is probable and the costs can be reasonably estimated. We perform periodic reviews of both non-operating and operating facilities and revise accruals for estimated closure and post-closure, remediation or other costs as necessary. Recorded liabilities are based on our best estimates of current costs and are updated periodically to include the effects of existing technology, presently enacted laws and regulations, inflation and other economic factors.

Changes to reported closure and post-closure obligations consisted of the following:

	Three Months Ended			Six Months Ended
$s in thousands	June 30, 2014			June 30, 2014

Closure and post-closure obligations, beginning of period	$	20,468		$	17,468
Liabilities assumed in EQ acquisition	37,915			37,915
Accretion expense	386			716
Payments	(250		)	(364		)
Adjustments	—			2,863
Currency translation	69			(10		)
Closure and post-closure obligations, end of period	58,588			58,588
Less current portion	(5,338		)	(5,338		)
Long-term portion	$	53,250		$	53,250

NOTE 11. INCOME TAXES

During the six months ended June 30, 2014, there were no material changes to our unrecognized tax benefits disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2013. We anticipate that within the next twelve months the total amount of unrecognized tax benefits will decrease due to the expiration of statutes of limitations.

Our effective tax rate for the three months ended June 30, 2014 was 38.2%, up from 35.0% for the three months ended June 30, 2013. Our effective tax rate for the six months ended June 30, 2014 was 36.9%, up from 35.9% for the six months ended June 30, 2013. The increases for both the three and six months ended June 30, 2014 reflect non-deductible business development and transaction expenses associated with the acquisition of EQ.

We file a consolidated U.S. federal income tax return with the Internal Revenue Service as well as income tax returns in various states and Canada. We may be subject to examination by taxing authorities in the U.S. and Canada for tax years 2010 through 2013. Additionally, we may be subject to examinations by various state and local taxing jurisdictions for tax years 2009 through 2013.

Table of Contents

NOTE 12. EARNINGS PER SHARE

	Three Months Ended June 30,
$s and shares in thousands, except per share	2014				2013
amounts	Basic		Diluted		Basic		Diluted
Net income	6,865		$	6,865	$	7,210	$	7,210
Weighted average basic shares outstanding	21,528		21,528		18,401		18,401

Dilutive effect of stock options and restricted stock			139				82
Weighted average diluted shares outstanding			21,667				18,483

Earnings per share	$	0.32	$	0.32	$	0.39	$	0.39
Anti-dilutive shares excluded from calculation			36				196

	Six Months Ended June 30,
$s and shares in thousands, except per share	2014				2013
amounts	Basic		Diluted		Basic		Diluted
Net income	$	16,226	$	16,226	$	12,616	$	12,616
Weighted average basic shares outstanding	21,503		21,503		18,362		18,362

Dilutive effect of stock options and restricted stock			129				84
Weighted average diluted shares outstanding			21,632				18,446

Earnings per share	$	0.75	$	0.75	$	0.69	$	0.68
Anti-dilutive shares excluded from calculation			36				208

NOTE 13. EQUITY

During the six months ended June 30, 2014, option holders exercised 114,188 options with a weighted-average exercise price of $21.48 per option. Option holders exercised 46,744 of these options via net share settlement. During the six months ended June 30, 2014, the Company issued 13,275 shares of restricted stock from our treasury stock at an average cost of $21.00 per share.

NOTE 14. COMMITMENTS AND CONTINGENCIES

Litigation and Regulatory Proceedings

In the ordinary course of business, we are involved in judicial and administrative proceedings involving federal, state, provincial or local governmental authorities, including regulatory agencies that oversee and enforce compliance with permits. Fines or penalties may be assessed by our regulators for non-compliance. Actions may also be brought by individuals or groups in connection with permitting of planned facilities, modification or alleged violations of existing permits, or alleged damages suffered from exposure to hazardous substances purportedly released from our operated sites, as well as other litigation. We maintain insurance intended to cover property and damage claims asserted as a result of our operations. Periodically, management reviews and may establish reserves for legal and administrative matters, or other fees expected to be incurred in relation to these matters.

Table of Contents

In 2012, we settled allegations by the United States Environment Protection Agency (“U.S. EPA”) that the thermal recycling operation at our Robstown, Texas facility did not comply with certain rules and regulations of the Resource Conservation and Recovery Act of 1976 (“RCRA”). As part of the settlement, we agreed to pay a civil penalty and to submit an application to the State of Texas for a RCRA Subpart X permit. The Company and the thermal recycling unit’s owner-operator also agreed to a set of interim operating conditions that allow the facility to continue providing recycling services to customers until the RCRA Subpart X permit is issued.

In connection with this matter, in June 2013 the U.S. EPA asserted various related technical compliance and permitting violations of the Clean Air Act of 1970. Negotiations on the merits of a proposed settlement are ongoing with the U.S. EPA. We recognized a charge of $238,000 during the second quarter of 2013 in Selling, general and administrative expenses in the Consolidated Statement of Operations related to this pending enforcement matter.

Other than as disclosed above, we are not currently a party to any material pending legal proceedings and are not aware of any other claims that could, individually or in the aggregate, have a materially adverse effect on our financial position, results of operations or cash flows.

Operating Leases

In connection with the acquisition of EQ on June 17, 2014, the Company acquired additional operating lease agreements primarily covering facilities, office equipment and machinery. Future minimum lease payments on non-cancellable operating leases acquired from EQ as of June 30, 2014 are as follows:

$s in thousands	Payments
2014	$	2,887
2015	4,131
2016	3,346
2017	2,307
2018	995
	$	13,666

NOTE 15. MULTI-EMPLOYER DEFINED BENEFIT PENSION PLANS

Certain of the Company’s wholly-owned subsidiaries, acquired with the acquisition of EQ on June 17, 2014, participate in seven multi-employer defined benefit pension plans under the terms of collective bargaining agreements covering most of the subsidiaries’ union employees. Contributions are determined in accordance with the provisions of negotiated labor contracts and are generally based on stipulated rates per hours worked. Benefits under these plans are generally based on compensation levels and years of service.

The financial risks of participating in multi-employer plans are different from single employer defined benefit pension plans in the following respects:

· Assets contributed to the multi-employer plan by one employer may be used to provide benefits to employees of other participating employers.

· If a participating employer discontinues contributions to a plan, the unfunded obligations of the plan may be borne by the remaining participating employers.

· If a participating employer chooses to stop participating in a plan, a withdrawal liability may be created based on the unfunded vested benefits for all employees in the plan.

Table of Contents

Information regarding significant multi-employer pension benefit plans in which the Company participates is shown in the following table:

	Plan Employer	Plan	Pension Protection Act Certified Zone Status		Contribution Made by EQ (1) $s in thousands
Name of Plan	ID Number	Number	2013	2012	2013		2012

Operating Engineers Local 324 Pension Fund	38-1900637	001	Red	Red	$	1,061	$	874
Contributions to multi-employer plans not individually significant					320		249
Total contributions made by EQ (1)					$	1,381	$	1,123

(1) Represents contributions made prior to the Company’s acquisition of EQ on June 17, 2014.

Based on information as of April 30, 2013 and 2012, the year end of the Operating Engineers Local 324 Pension Fund (the “Local 324 Plan”), the Company’s contributions made to the Local 324 Plan represented less than 5 percent of total contributions received by the Local 324 Plan during the 2013 and 2012 plan years.

The certified zone status in the table above is defined by the Department of Labor and the Pension Protection Act of 2006 and represents the level at which the plan is funded. Plans in the red zone are less than 65 percent funded; plans in the yellow zone are less than 80 percent funded; and plans in the green zone are at least 80 percent funded. The certified zone status is as of the Local 324 Plan’s year end of April 30, 2013 and 2012.

A financial improvement or rehabilitation plan, as defined under ERISA, was adopted by the Local 324 Plan on March 17, 2011 and the Rehabilitation Period began May 1, 2013.

As of June 30, 2014, approximately 29% of the workforce acquired with EQ was employed under union contracts. Most of these union employees are members of Local 324 with which certain subsidiaries have collective bargaining agreements expiring on September 30, 2014, November 30, 2015, and April 30, 2017.

NOTE 16. OPERATING SEGMENTS

Prior to June 17, 2014, our operations were reported in two segments, Operating Disposal Facilities and Non-Operating Disposal Facilities, which reflected our internal reporting structure and nature of services offered. The Operating Disposal Facility segment represents disposal facilities accepting hazardous and radioactive waste. The Non-Operating Disposal Facility segment represents facilities which are not accepting hazardous and/or radioactive waste or formerly proposed new facilities. In connection with our acquisition of EQ Holdings, Inc. on June 17, 2014, we added a third segment, EQ Operations, which consists of EQ’s legacy operations. Our chief operating decision maker reviews discrete financial information for each of these segments to evaluate performance and make decisions about allocating resources. As a result of the acquisition of EQ, we plan to continue to refine our segment reporting to reflect ongoing changes in the way we manage our business, and there can be no assurance that we will continue to separately report EQ’s financial results in the future.

Income taxes are assigned to Corporate, but all other items are included in the segment where they originated. Inter-company transactions have been eliminated from the segment information and are not significant between segments.

Table of Contents

Summarized financial information concerning our reportable segments is shown in the following tables:

Three Months Ended June 30, 2014 (in thousands)	Operating Disposal Facilities			Non- Operating Disposal Facilities			Corporate			EQ Operations			Total

Revenue - Treatment and disposal	$	43,592		$	7		$	—		$	4,708		$	48,307
Revenue - Transportation and services	7,856			—			—			9,861			17,717
Total revenue	51,448			7			—			14,569			66,024
Direct operating costs	22,246			52			—			9,102			31,400
Transportation costs	7,914			—			—			1,463			9,377
Gross profit (loss)	21,288			(45		)	—			4,004			25,247
Selling, general & administrative expense	2,917			—			8,885			2,423			14,225
Operating income (loss)	18,371			(45		)	(8,885		)	1,581			11,022
Interest income (expense), net	4			—			(771		)	(52		)	(819		)
Foreign currency gain (loss)	(394		)	—			1,137			—			743
Other income	147			3			—			16			166
Income (loss) before income taxes	18,128			(42		)	(8,519		)	1,545			11,112
Income tax expense	—			—			4,247			—			4,247
Net income (loss)	$	18,128		$	(42	)	$	(12,766	)	$	1,545		$	6,865
Depreciation, amortization & accretion	$	4,502		$	49		$	16		$	1,260		$	5,827
Capital expenditures	$	2,975		$	—		$	59		$	849		$	3,883
Total assets	$	220,059		$	114		$	25,521		$	659,691		$	905,385

Three Months Ended June 30, 2013 (in thousands)	Operating Disposal Facilities		Non- Operating Disposal Facilities			Corporate			EQ Operations		Total

Revenue - Treatment and disposal	$	38,724	$	6		$	—		$	—	$	38,730
Revenue - Transportation and services	7,047		—			—			—		7,047
Total revenue	45,771		6			—			—		45,777
Direct operating costs	19,705		54			—			—		19,759
Transportation costs	7,090		—			—			—		7,090
Gross profit (loss)	18,976		(48		)	—			—		18,928
Selling, general & administrative expense	3,267		—			3,252			—		6,519
Operating income (loss)	15,709		(48		)	(3,252		)	—		12,409
Interest income (expense), net	2		—			(222		)	—		(220		)
Foreign currency gain (loss)	320		—			(1,513		)	—		(1,193		)
Other income	91		3			—			—		94
Income (loss) before income taxes	16,122		(45		)	(4,987		)	—		11,090
Income tax expense	—		—			3,880			—		3,880
Net income (loss)	$	16,122	$	(45	)	$	(8,867	)	$	—	$	7,210
Depreciation, amortization & accretion	$	4,051	$	52		$	10		$	—	$	4,113
Capital expenditures	$	5,689	$	—		$	89		$	—	$	5,778
Total assets	$	213,197	$	88		$	8,058		$	—	$	221,343

Table of Contents

Six Months Ended June 30, 2014 (in thousands)	Operating Disposal Facilities			Non- Operating Disposal Facilities			Corporate			EQ Operations			Total

Revenue - Treatment and disposal	$	88,534		$	12		$	—		$	4,708		$	93,254
Revenue - Transportation and services	16,263			—			—			9,861			26,124
Total revenue	104,797			12			—			14,569			119,378
Direct operating costs	44,817			102			—			9,102			54,021
Transportation costs	16,527			—			—			1,463			17,990
Gross profit (loss)	43,453			(90		)	—			4,004			47,367
Selling, general & administrative expense	5,516			—			12,922			2,423			20,861
Operating income (loss)	37,937			(90		)	(12,922		)	1,581			26,506
Interest income (expense), net	7			—			(816		)	(52		)	(861		)
Foreign currency gain (loss)	(14		)	—			(183		)	—			(197		)
Other income	231			5			—			16			252
Income (loss) before income taxes	38,161			(85		)	(13,921		)	1,545			25,700
Income tax expense	—			—			9,474			—			9,474
Net income (loss)	$	38,161		$	(85	)	$	(23,395	)	$	1,545		$	16,226
Depreciation, amortization & accretion	$	8,961		$	97		$	30		$	1,260		$	10,348
Capital expenditures	$	7,525		$	43		$	241		$	849		$	8,658
Total assets	$	220,059		$	114		$	25,521		$	659,691		$	905,385

Six Months Ended June 30, 2013 (in thousands)	Operating Disposal Facilities		Non- Operating Disposal Facilities			Corporate			EQ Operations		Total

Revenue - Treatment and disposal	$	75,064	$	10		$	—		$	—	$	75,074
Revenue - Transportation and services	13,602		—			—			—		13,602
Total revenue	88,666		10			—			—		88,676
Direct operating costs	40,736		107			—			—		40,843
Transportation costs	13,523		—			—			—		13,523
Gross profit (loss)	34,407		(97		)	—			—		34,310
Selling, general & administrative expense	5,913		—			6,332			—		12,245
Operating income (loss)	28,494		(97		)	(6,332		)	—		22,065
Interest income (expense), net	6		—			(442		)	—		(436		)
Foreign currency gain (loss)	432		—			(2,563		)	—		(2,131		)
Other income	186		5			—			—		191
Income (loss) before income taxes	29,118		(92		)	(9,337		)	—		19,689
Income tax expense	—		—			7,073			—		7,073
Net income (loss)	$	29,118	$	(92	)	$	(16,410	)	$	—	$	12,616
Depreciation, amortization & accretion	$	8,291	$	104		$	18		$	—	$	8,413
Capital expenditures	$	12,415	$	—		$	115		$	—	$	12,530
Total assets	$	213,197	$	88		$	8,058		$	—	$	221,343

Table of Contents

Revenue, Property and Equipment and Intangible Assets Outside of the United States

We provide services in the United States and Canada. Revenues by geographic location where the underlying services were performed consisted of the following:

	Three Months Ended June 30,				Six Months Ended June 30,
$s in thousands	2014		2013		2014		2013
United States	$	51,380	$	32,620	$	88,651	$	64,019
Canada	14,644		13,157		30,727		24,657
Total revenue	$	66,024	$	45,777	$	119,378	$	88,676

Long-lived assets, comprised of property and equipment and intangible assets net of accumulated depreciation and amortization, by geographic location consisted of the following:

	June 30,		December 31,
$s in thousands	2014		2013
United States	$	443,299	$	86,175
Canada	64,238		65,516
Total long-lived assets	$	507,537	$	151,691

NOTE 17. SUBSEQUENT EVENT

On July 1, 2014, we declared a quarterly dividend of $0.18 per common share to stockholders of record on July 21, 2014. The dividend was paid using cash on hand on July 28, 2014 in an aggregate amount of $3.9 million.

Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
US Ecology, Inc.
Boise, Idaho

We have reviewed the accompanying consolidated balance sheet of US Ecology, Inc. and subsidiaries (the “Company”) as of June 30, 2014, and the related consolidated statements of operations and comprehensive income for the three-month and six-month periods ended June 30, 2014 and 2013, and the consolidated statements of cash flows for the six-month periods ended June 30, 2014 and 2013. These interim financial statements are the responsibility of the Company’s management.

We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should be made to such consolidated interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of US Ecology, Inc. and subsidiaries as of December 31, 2013, and the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for the year then ended (not presented herein); and in our report dated February 25, 2014, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2013 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

/s/ Deloitte & Touche LLP

Boise, Idaho

August 11, 2014

Table of Contents

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The information contained in this section should be read in conjunction with our unaudited consolidated financial statements and related notes thereto appearing elsewhere in this quarterly report on Form 10-Q. In this report words such as “we,” “us,” “our,” “US Ecology” and the “Company” refer to US Ecology, Inc. and its subsidiaries.

OVERVIEW

US Ecology, Inc. is a leading North American provider of environmental services to commercial and government entities. The Company addresses the complex waste management needs of its customers, offering treatment, disposal and recycling of hazardous and radioactive waste, as well as a wide range of complementary field and industrial services. US Ecology’s focus on safety, environmental compliance, and customer service, enables us to effectively meet the needs of our customers and to build long-lasting relationships. The Company’s headquarters are in Boise, Idaho, with operations in the United States, Canada and Mexico.

On June 17, 2014, the Company acquired 100% of the outstanding shares of EQ Holdings, Inc. and its wholly-owned subsidiaries (collectively “EQ”). EQ is a fully integrated environmental services company providing waste treatment and disposal, wastewater treatment, remediation, recycling, industrial cleaning and maintenance, transportation, total waste management, technical services, and emergency response services to a variety of industries and customers in North America. EQ contributed $14.6 million of revenue for the 13 days following the acquisition on June 17, 2014. Throughout “Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this report we have excluded revenue from EQ when calculating Base Business and Event Business revenue and changes in disposal revenue between our customer categories, as we believe that excluding revenue from EQ provides more meaningful comparative information on the Company’s results of operations for the three and six months ended June 30, 2014.

We generate revenue from fees charged to treat and dispose of waste at our fixed disposal facilities and from fees charged to perform various field and industrial services to our customers. We also own and manage a dedicated fleet of gondola railcars and arrange for the transportation of waste to our facilities which contributes significant revenue. We also utilize our railcar fleet to transport waste disposed at facilities operated by other companies on a less frequent basis. We or our predecessor companies have been in the waste business since 1952.

We divide our customers into categories to better evaluate period-to-period changes in treatment and disposal (“T&D”) revenue based on service mix and type of business (recurring customer “Base Business” or waste “clean-up” project “Event Business”). Each of these categories is described in the table below, along with information on the percentage of total treatment and disposal revenues (excluding EQ) by category for the three and six months ended June 30, 2014 and 2013.

Table of Contents

Customer		% of Treatment and Disposal Revenue (1),(2) for the Three Months Ended June 30,
Category	Description	2014	2013
Broker	Companies that collect and aggregate waste from their direct customers, generally comprised of Base Business with periodic Event Business for larger projects.	48%	50%

Other industry	Electric utilities, chemical manufacturers, steel mill and other industrial customers not included in other categories, comprised of both Base and Event Business.	19%	17%

Private Clean-up	Private sector clean-up project waste, typically Event Business.	17%	11%

Refinery	Petroleum refinery customers, comprised of both Base and Event Business.	9%	12%

Government	Federal and State government clean-up project waste, comprised of both Base and Event Business.	4%	6%

Rate regulated	Northwest and Rocky Mountain Compact customers paying rate-regulated disposal fees set by the State of Washington, predominantly Base Business.	3%	4%

(1) Excludes all transportation service revenue

(2) Excludes all revenue from EQ Holdings, Inc. which was acquired on June 17, 2014

Customer		% of Treatment and Disposal Revenue (1),(2) for the Six Months Ended June 30,
Category	Description	2014	2013
Broker	Companies that collect and aggregate waste from their direct customers, generally comprised of Base Business with periodic Event Business for larger projects.	47%	51%

Other industry	Electric utilities, chemical manufacturers, steel mill and other industrial customers not included in other categories, comprised of both Base and Event Business.	19%	17%

Private Clean-up	Private sector clean-up project waste, typically Event Business.	19%	10%

Refinery	Petroleum refinery customers, comprised of both Base and Event Business.	8%	11%

Government	Federal and State government clean-up project waste, comprised of both Base and Event Business.	4%	7%

Rate regulated	Northwest and Rocky Mountain Compact customers paying rate-regulated disposal fees set by the State of Washington, predominantly Base Business.	3%	4%

(1) Excludes all transportation service revenue

(2) Excludes all revenue from EQ Holdings, Inc. which was acquired on June 17, 2014

A significant portion of our disposal revenue is attributable to discrete Event Business projects which vary widely in size, duration and unit pricing. For the three and six month periods ended June 30, 2014, approximately 38% and 42%, respectively, of our T&D revenue

Table of Contents

(excluding EQ) was derived from Event Business projects. The one-time nature of Event Business, diverse spectrum of waste types received and widely varying unit pricing necessarily creates variability in revenue and earnings. This variability may be influenced by general and industry-specific economic conditions, funding availability, changes in laws and regulations, government enforcement actions or court orders, public controversy, litigation, weather, commercial real estate, closed military bases and other redevelopment project timing, government appropriation and funding cycles and other factors. The types and amounts of waste received from Base Business also vary from quarter to quarter. This variability can cause significant quarter-to-quarter and year-to-year differences in revenue, gross profit, gross margin, operating income and net income. Also, while we pursue many large projects months or years in advance of work performance, both large and small clean-up project opportunities routinely arise with little or no prior notice. These market dynamics are inherent to the hazardous and radioactive waste disposal business and are factored into our projections and externally communicated business outlook statements. Our projections combine historical experience with identified sales pipeline opportunities, new or expanded service line projections and prevailing market conditions.

Depending on project-specific customer needs and competitive economics, transportation services may be offered at or near our cost to help secure new business. For waste transported by rail from the eastern United States and other locations distant from our Grand View, Idaho and Robstown, Texas facilities, transportation-related revenue can account for as much as 75% of total project revenue. While bundling transportation and disposal services reduces overall gross profit as a percentage of total revenue (“gross margin”), this value-added service has allowed us to win multiple projects that management believes we could not have otherwise competed for successfully. Our Company-owned fleet of 234 gondola railcars, which is periodically supplemented with railcars obtained under operating leases, has reduced our transportation expenses by largely eliminating reliance on more costly short-term rentals. These Company-owned railcars also help us to win business during times of demand-driven railcar scarcity.

The increased waste volumes resulting from projects won through this bundling service strategy further drive the operating leverage benefits inherent to the disposal business, increasing profitability. While waste treatment and other variable costs are project-specific, the incremental earnings contribution from large and small projects generally increases as overall disposal volumes increase. Based on past experience, management believes that maximizing operating income, net income and earnings per share is a higher priority than maintaining or increasing gross margin. We intend to continue aggressively bidding bundled transportation and disposal services based on this proven strategy.

To maximize utilization of our railcar fleet, we periodically deploy available railcars to transport waste from clean-up sites to disposal facilities operated by other companies. Such transportation services may also be bundled with for-profit logistics and field services support work.

We serve oil refineries, chemical production plants, steel mills, waste brokers/aggregators serving small manufacturers and other industrial customers that are generally affected by the prevailing economic conditions and credit environment. Adverse conditions may cause our customers as well as those they serve to curtail operations, resulting in lower waste production and/or delayed spending on off-site waste shipments, maintenance, waste clean-up projects and other work. Factors that can impact general economic conditions and the level of spending by our customers include, but are not limited to, consumer and industrial spending, increases in fuel and energy costs, conditions in the real estate and mortgage markets, labor and healthcare costs, access to credit, consumer confidence and other global economic factors affecting spending behavior. Market forces may also induce customers to reduce or cease operations, declare bankruptcy, liquidate or relocate to other countries, any of which could adversely affect our business. To the extent business is driven by government regulations or enforcement actions, we believe it is less susceptible to general economic conditions. Spending by government agencies may also be reduced due to declining tax revenues resulting from a weak economy or changes in policy. Disbursement of funds appropriated by Congress may also be delayed for various reasons.

Table of Contents

RESULTS OF OPERATIONS

The following table summarizes our results of operations for the three and six months ended June 30, 2014 and 2013 in dollars and as a percentage of total revenue.

$s and shares in thousands, except per	Three Months Ended June 30,										Six Months Ended June 30,
share amounts	2014			%		2013			%		2014			%		2013			%

Revenue	$	66,024		100.0	%	$	45,777		100.0	%	$	119,378		100.0	%	$	88,676		100.0	%
Direct operating costs	31,400			47.6	%	19,759			43.2	%	54,021			45.3	%	40,843			46.1	%
Transportation costs	9,377			14.2	%	7,090			15.5	%	17,990			15.0	%	13,523			15.2	%

Gross profit	25,247			38.2	%	18,928			41.3	%	47,367			39.7	%	34,310			38.7	%

Selling, general and administrative expenses	14,225			21.5	%	6,519			14.2	%	20,861			17.5	%	12,245			13.8	%
Operating income	11,022			16.7	%	12,409			27.1	%	26,506			22.2	%	22,065			24.9	%

Other income (expense):
Interest income	39			0.1	%	2			0.0	%	83			0.1	%	7			0.0	%
Interest expense	(858		)	-1.3	%	(222		)	-0.5	%	(944		)	-0.8	%	(443		)	-0.5	%
Foreign currency gain (loss)	743			1.1	%	(1,193		)	-2.6	%	(197		)	-0.2	%	(2,131		)	-2.4	%
Other	166			0.3	%	94			0.2	%	252			0.2	%	191			0.2	%
Total other income (expense)	90			0.2	%	(1,319		)	-2.9	%	(806		)	-0.7	%	(2,376		)	-2.7	%

Income before income taxes	11,112			16.9	%	11,090			24.2	%	25,700			21.5	%	19,689			22.2	%
Income taxes	4,247			6.5	%	3,880			8.4	%	9,474			7.9	%	7,073			8.0	%
Net income	$	6,865		10.4	%	$	7,210		15.8	%	$	16,226		13.6	%	$	12,616		14.2	%

Earnings per share:
Basic	$	0.32				$	0.39				$	0.75				$	0.69
Dilutive	$	0.32				$	0.39				$	0.75				$	0.68

Shares used in earnings per share calculation:
Basic	21,528					18,401					21,503					18,362
Dilutive	21,667					18,483					21,632					18,446

Dividends paid per share	$	0.18				$	0.18				$	0.36				$	0.18

Other Financial Data:
Adjusted EBITDA (1)	$	17,104				$	16,927				$	37,379				$	30,841

(1) For all periods presented, Adjusted EBITDA is defined as net income before net interest expense, income tax expense, depreciation, amortization, stock based compensation, accretion of closure and post-closure liabilities, foreign currency gain/loss and other income/expense, which are not considered part of usual business operations. Adjusted EBITDA is a complement to results provided in accordance with accounting principles generally accepted in the United States (“GAAP”) and we believe that such information provides additional useful information to analysts, stockholders and other users to understand the Company’s operating performance. Since Adjusted EBITDA is not a measurement determined in accordance with GAAP and is thus susceptible to varying calculations, Adjusted EBITDA as presented may not be comparable to other similarly titled measures of other companies. Items excluded from Adjusted EBITDA are significant components in understanding and assessing our financial performance. Adjusted EBITDA should not be considered in isolation or as an alternative to, or substitute for, net income, cash flows generated by operations, investing or financing activities, or other financial statement data presented in the consolidated financial statements as indicators of financial performance or liquidity. Adjusted EBITDA has limitations as an analytical tool and should not be considered in isolation or a substitute for analyzing our results as reported under GAAP. Some of the limitations are:

· Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

· Adjusted EBITDA does not reflect our interest expense, or the requirements necessary to service interest or principal payments on our debt;

· Adjusted EBITDA does not reflect our income tax expenses or the cash requirements to pay our taxes;

· Adjusted EBITDA does not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments; and

· Although depreciation and amortization charges are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements.

Table of Contents

The following reconciliation itemizes the differences between reported Net income and Adjusted EBITDA for the three and six months ended June 30, 2014 and 2013:

	Three Months Ended June 30,						Six Months Ended June 30,
$s in thousands	2014			2013			2014			2013

Net income	$	6,865		$	7,210		$	16,226		$	12,616
Income tax expense	4,247			3,880			9,474			7,073
Interest expense	858			222			944			443
Interest income	(39		)	(2		)	(83		)	(7		)
Foreign currency (gain) loss	(743		)	1,193			197			2,131
Other income	(166		)	(94		)	(252		)	(191		)
Depreciation and amortization of plant and equipment	4,579			3,632			8,417			7,071
Amortization of intangibles	862			362			1,215			729
Stock-based compensation	255			218			525			363
Accretion and non-cash adjustment of closure & post-closure liabilities	386			306			716			613
Adjusted EBITDA	$	17,104		$	16,927		$	37,379		$	30,841

THREE MONTHS ENDED JUNE 30, 2014 COMPARED TO THREE MONTHS ENDED JUNE 30, 2013

Revenue . Revenue increased 44% to $66.0 million for the second quarter of 2014, up from $45.8 million for the second quarter of 2013. EQ contributed $14.6 million of revenue for the 13 days following the acquisition on June 17, 2014. T&D revenue (excluding EQ) increased 13% in the second quarter of 2014 compared to the second quarter of 2013, primarily as a result of a 26% increase in project-based Event Business. Transportation service revenue (excluding EQ) increased 12% compared to the second quarter of 2013, reflecting more Event Business projects utilizing the Company’s transportation and logistics services.

During the second quarter of 2014 we disposed of or processed 289,000 tons of waste (excluding EQ), up 14% from 253,000 tons disposed or processed in the second quarter of 2013. Our average selling price for treatment and disposal services (excluding transportation and EQ) during the second quarter of 2014 was unchanged compared to the same quarter last year.

During the second quarter of 2014, T&D revenue from recurring Base Business (excluding EQ) increased 4% compared to the second quarter of 2013 and comprised 62% of T&D revenue. This compared to 66% of T&D revenue in the second quarter of 2013. As discussed further below, the increase in Base Business T&D revenue compared to the prior year primarily reflects higher T&D revenue from the “other industry”, broker and government customer categories, partially offset by lower T&D revenue from our refinery customer category.

Event Business revenue (excluding EQ) in the second quarter of 2014 increased 26% as compared to the same quarter in 2013 and was 38% of T&D revenue for the second quarter of 2014. This compared to 34% of T&D revenue in the second quarter of 2013. As discussed further below, the increase in Event Business T&D revenue compared to the prior year primarily reflects higher T&D revenue from our private clean-up, broker and “other industry” customer categories, partially offset by lower T&D revenue from our government and refinery customer categories.

The following table summarizes combined Base Business and Event Business revenue growth (excluding EQ) by customer category for the second quarter of 2014 compared to the second quarter of 2013.

		Treatment and Disposal Revenue Growth Three Months Ended June 30, 2014 vs. Three Months Ended June 30, 2013

Private clean-up		69%
Other industry		27%
Broker		7%
Rate regulated		-3%
Refinery		-18%
Government		-28%

Table of Contents

T&D revenue (excluding EQ) from private clean-up projects increased 69% in the second quarter of 2014 compared to the second quarter of 2013. This increase primarily reflects revenue from an east coast clean-up project and a nuclear fuel fabrication facility decommissioning project.

Our other industry revenue (excluding EQ) category increased 27% in the second quarter of 2014 compared to the second quarter of 2013 as a result of increased shipments from this broadly diverse industrial customer category.

Our broker business (excluding EQ) increased 7% in the second quarter of 2014 compared to the second quarter of 2013. This increase was the result of higher shipments across the broad range of government and industry waste generators directly served by multiple broker customers, partially offset by lower volumes of brokered thermal recycling projects.

T&D revenue (excluding EQ) from our refinery customers decreased 18% in the second quarter of 2014 compared to the second quarter of 2013. This decrease primarily reflects lower landfill disposal volumes.

Government clean-up business revenue (excluding EQ) decreased 28% in the second quarter of 2014 compared to the second quarter of 2013, primarily due to a completed military base clean-up that was not replaced in the second quarter of 2014 and reduced shipments from the U.S. Army Corps of Engineers (“USACE”). Excluding transportation service revenue, T&D revenue with the USACE decreased approximately 26% in the second quarter of 2014 compared with the second quarter of 2013. This decrease was due to project-specific timing at multiple USACE clean-up sites and federal spending reductions. Total revenue, including transportation service revenue, under our USACE contract was $2.5 million, or 4%, of total revenue in the second quarter of 2014 compared to $1.4 million, or 3%, of total revenue in the second quarter of 2013. No USACE projects served by the Company were cancelled or, to our knowledge, awarded to competitors during the quarter.

Gross Profit. Gross profit for the second quarter of 2014 increased 33% to $25.2 million, up from $18.9 million in the second quarter of 2013. EQ contributed $4.0 million of gross profit for the 13 days following the acquisition on June 17, 2014. Excluding EQ, gross profit for the second quarter of 2014 increased 12% compared to the second quarter of 2013. This increase primarily reflects higher volumes in the second quarter of 2014 compared to the second quarter of 2013. Excluding EQ, total gross margin was 41% for both the second quarter of 2014 and 2013. Excluding EQ, T&D gross margin was 49% for both the second quarter of 2014 and 2013.

Selling, General and Administrative (“SG&A”) . SG&A expenses increased to $14.2 million, or 22% of total revenue, in the second quarter of 2014 compared with $6.5 million, or 14% of total revenue, in the second quarter of 2013. EQ contributed $2.4 million of SG&A expenses for the 13 days following the acquisition on June 17, 2014. Excluding EQ, SG&A expenses increased to $11.8 million, or 23% of total revenue, in the second quarter of 2014 compared with $6.5 million, or 14% of total revenue, in the second quarter of 2013. SG&A expenses for the second quarter of 2014 include $5.1 million of business development expenses related to the acquisition of EQ on June 17, 2014. The remaining increase primarily reflects higher labor and variable compensation costs.

Interest expense. Interest expense in the second quarter of 2014 was $858,000, up from $222,000 in the second quarter of 2013, primarily reflecting interest expense on borrowings under the Company’s new $415.0 million term loan used to partially finance the acquisition of EQ on June 17, 2014.

Foreign Currency Gain (Loss). We recognized $743,000 in non-cash foreign currency gains in the second quarter of 2014 compared with $1.2 million in non-cash foreign currency losses in the second quarter of 2013. Foreign currency gains and losses reflect changes in business activity conducted in a currency other than the U.S. dollar (“USD”), our functional currency. Our Stablex facility is owned by our Canadian subsidiary, whose functional currency is the Canadian dollar (“CAD”). Also, as part of our treasury management strategy we established intercompany loans between our parent company, US Ecology, and Stablex. These intercompany loans are payable by Stablex to US Ecology in CAD requiring us to revalue the outstanding loan balance through our statements of operations based on USD/CAD currency movements from period to period. At June 30, 2014, we had $31.1 million of intercompany loans subject to currency revaluation.

Other income. Other income includes non-operating business activities and unusual revenue and expenses. Other income in the second quarter of 2014 was $166,000, compared with $94,000 in the second quarter of 2013.

Income tax expense. Our effective tax rate for the second quarter of 2014 was 38.2% compared to 35.0% in the second quarter of 2013. The increase reflects non-deductible business development expenses associated with the acquisition of EQ, partially offset by a higher proportion of earnings from our Canadian operations, which are taxed at a lower corporate tax rate. As of June 30, 2014 we have unrecognized tax benefits of $487,000 that, if recognized, would favorably affect the effective tax rate. As of June 30, 2014, we have recorded $49,000 of cumulative interest expense associated with this unrecognized tax benefit. We expect our full year effective income tax rate to be approximately 38.0%.

Table of Contents

SIX MONTHS ENDED JUNE 30, 2014 COMPARED TO SIX MONTHS ENDED JUNE 30, 2013

Revenue . Revenue increased 35% to $119.4 million for the first six months of 2014, up from $88.7 million for the first six months of 2013. EQ contributed $14.6 million of revenue for the 13 days following the acquisition on June 17, 2014. T&D revenue (excluding EQ) increased 18%, primarily as a result of a 43% increase in project-based Event Business in the first six months of 2014 compared to the first six months of 2013. Transportation service revenue increased 20% compared to the first six months of 2013, reflecting more Event Business projects utilizing the Company’s transportation and logistics services.

During the first six months of 2014 we disposed of or processed 584,000 tons of waste (excluding EQ), up 23% from 476,000 tons disposed or processed in the first six months of 2013. Our average selling price for treatment and disposal services (excluding transportation and EQ) decreased 3% during the first six months of 2014 compared to the same period last year, reflecting a more favorable service mix.

During the first six months of 2014, T&D revenue from recurring Base Business (excluding EQ) increased 4% compared to the first six months of 2013 and comprised 58% of T&D revenue. This compared to 66% of T&D revenue in the first six months of 2013. As discussed further below, the increase in Base Business T&D revenue compared to the prior year primarily reflects higher T&D revenue from “other industry” and government customer categories, partially offset by lower T&D revenue from our refinery customer category.

Event Business revenue (excluding EQ) in the first six months of 2014 increased 43% as compared to the first six months of 2013 and was 42% of T&D revenue for the first six months of 2014. This compared to 34% of T&D revenue in the first six months of 2013. As discussed further below, the increase in Event Business T&D revenue compared to the prior year primarily reflects higher T&D revenue from our private clean-up, broker and “other industry” customer categories, partially offset by lower T&D revenue from our government and refinery customer categories.

The following table summarizes combined Base Business and Event Business revenue growth (excluding EQ) by customer category for the first six months of 2014 compared to the first six months of 2013.

		Treatment and Disposal Revenue Growth Six Months Ended June 30, 2013 vs. Six Months Ended June 30, 2012

Private clean-up		118%
Other industry		26%
Broker		9%
Rate regulated		-1%
Refinery		-15%
Government		-35%

T&D revenue (excluding EQ) from private clean-up projects increased 118% in the first six months of 2014 compared to the first six months of 2013. This increase primarily reflects revenue from an east coast clean-up project and a nuclear fuel fabrication facility decommissioning project.

Our other industry revenue (excluding EQ) category increased 26% in the first six months of 2014 compared to the first six months of 2013 as a result of increased shipments from this broadly diverse industrial customer category.

Our broker business (excluding EQ) increased 9% in the first six months of 2014 compared to the first six months of 2013. This increase was the result of higher shipments across the broad range of government and industry waste generators directly served by multiple broker customers, partially offset by lower volumes of brokered thermal recycling projects.

T&D revenue (excluding EQ) from our refinery customers decreased 15% in the first six months of 2014 compared to the first six months of 2013. This decrease primarily reflects lower landfill disposal volumes.

Government clean-up business revenue (excluding EQ) decreased 35% in the first six months of 2014 compared to the first six months of 2013, primarily due to reduced shipments from the USACE and a completed military base clean-up that was not replaced in the first six months of 2014. Excluding transportation service revenue, T&D revenue with the USACE decreased approximately 51% in the first six months of 2014 compared with the first six months of 2013. This decrease was due to project-specific timing at multiple USACE clean-up sites and federal spending reductions. Total revenue, including transportation service revenue, under our USACE contract was $3.5 million, or 3%, of total revenue in

Table of Contents

the first six months of 2014 compared to $3.1 million, or 4%, of total revenue in the first six months of 2013. No USACE projects served by the Company were cancelled or, to our knowledge, awarded to competitors during the first six months of 2014.

Gross Profit. Gross profit for the first six months of 2014 increased 38% to $47.4 million, up from $34.3 million in the first six months of 2013. EQ contributed $4.0 million of gross profit for the 13 days following the acquisition on June 17, 2014. Excluding EQ, gross profit for the first six months of 2014 increased 26% compared to the first six months of 2013. This increase primarily reflects higher volumes in the first six months of 2014 compared to the first six months of 2013. Excluding EQ, total gross margin was 41% for the first six months of 2014 compared with 39% for the first six months of 2013. Excluding EQ, T&D gross margin was 49% for the first six months of 2014 compared with 46% for the first six months of 2013.

Selling, General and Administrative . SG&A expenses increased to $20.9 million, or 18% of total revenue, in the first six months of 2014 compared with $12.2 million, or 14% of total revenue, in the first six months of 2013. EQ contributed $2.4 million of SG&A expenses for the 13 days following the acquisition on June 17, 2014. Excluding EQ, SG&A expenses increased to $18.4 million, or 18% of total revenue, in the first six months of 2014 compared with $12.2 million, or 14% of total revenue, in the first six months of 2013. SG&A expenses for the first six months of 2014 include $5.3 million of business development expenses related to the acquisition of EQ on June 17, 2014. The remaining increase primarily reflects higher labor and variable compensation costs and other administrative expenses supporting increased business activity.

Interest expense. Interest expense in the first six months of 2014 was $944,000, up from $443,000 in the first six months of 2013, primarily reflecting interest expense on borrowings under the Company’s new $415.0 million term loan used to partially finance the acquisition of EQ on June 17, 2014.

Foreign Currency Gain (Loss). We recognized $197,000 in non-cash foreign currency losses in the first six months of 2014 compared with $2.1 million non-cash foreign currency losses in the first six months of 2013. Foreign currency gains and losses reflect changes in business activity conducted in a currency other than USD, our functional currency. Our Stablex facility is owned by our Canadian subsidiary, whose functional currency is CAD. Also, as part of our treasury management strategy we established intercompany loans between our parent company, US Ecology, and Stablex. These intercompany loans are payable by Stablex to US Ecology in CAD requiring us to revalue the outstanding loan balance through our statements of operations based on USD/CAD currency movements from period to period. At June 30, 2014, we had $31.1 million of intercompany loans subject to currency revaluation.

Other income. Other income includes non-operating business activities and unusual revenue and expenses. Other income in the first six months of 2014 was $252,000, compared with $191,000 in the first six months of 2013.

Income tax expense. Our effective tax rate for the first six months of 2014 was 36.9% compared to 35.9% in the first six months of 2013. The increase reflects non-deductible business development expenses associated with the acquisition of EQ, partially offset by a higher proportion of earnings from our Canadian operations, which are taxed at a lower corporate tax rate. As of June 30, 2014 we have unrecognized tax benefits of $487,000 that, if recognized, would favorably affect the effective tax rate. As of June 30, 2014, we have recorded $49,000 of cumulative interest expense associated with this unrecognized tax benefit. We expect our full year effective income tax rate to be approximately 38.0%.

CRITICAL ACCOUNTING POLICIES

Financial statement preparation requires management to make estimates and judgments that affect reported assets, liabilities, revenue and expenses and disclosure of contingent assets and liabilities. The accompanying unaudited consolidated financial statements are prepared using the same critical accounting policies disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2013.

LIQUIDITY AND CAPITAL RESOURCES

Our primary sources of liquidity are cash and cash equivalents, cash generated from operations and borrowings under the Credit Agreement. At June 30, 2014, we had $13.8 million in cash and cash equivalents immediately available and $95.9 million of borrowings available under the Revolving Credit Facility. We assess our liquidity in terms of our ability to generate cash to fund our operating, investing, and financing activities. Our primary ongoing cash requirements are funding operations, capital expenditures, and paying declared dividends pursuant to our dividend policy. We believe future cash flows will be sufficient to meet our future operating, investing and dividend cash needs for the foreseeable future. Furthermore, existing cash balances and availability of additional borrowings under our Credit Agreement provide additional sources of liquidity should they be required.

Operating Activities . For the six months ended June 30, 2014, net cash provided by operating activities was $20.5 million. This primarily reflects net income of $16.2 million, non-cash depreciation, amortization and accretion of $10.3 million, an increase in

Table of Contents

receivables of $4.7 million and an increase in deferred income taxes of $2.1 million, partially offset by an increase in income taxes receivable of $3.4 million, a decrease in income taxes payable of $3.0 million, a decrease in deferred revenue of $2.3 million, a decrease in accounts payable and accrued liabilities of $2.3 million and a decrease in accrued salaries and benefits of $1.8 million. Impacts on net income are due to the factors discussed above under Results of Operations. The increase in receivables is primarily attributable to the timing of the treatment and disposal of waste associated with a significant east coast clean-up project. The changes in income taxes payable and receivable are primarily attributable to the timing of income tax payments. The decrease in accrued salaries and benefits is primarily attributable to cash payments during 2014 for accrued fiscal year 2013 incentive compensation.

Days sales outstanding (excluding EQ) were 70 days as of June 30, 2014, compared to 62 days at December 31, 2013 and 67 days at June 30, 2013.

For the six months ended June 30, 2013, net cash provided by operating activities was $17.7 million. This primarily reflects net income of $12.6 million, non-cash depreciation, amortization and accretion of $8.4 million and unrealized non-cash foreign currency losses of $2.4 million, partially offset by a decrease in accrued salaries and benefits of $2.4 million, a decrease in deferred income taxes of $1.7 million and a decrease in other working capital of $2.1 million. Impacts on net income are due to the factors discussed above under Results of Operations. The decrease in accrued salaries and benefits is primarily attributable to cash payments during 2013 for accrued fiscal year 2012 incentive compensation.

Investing Activities . For the six months ended June 30, 2014, net cash used in investing activities was $474.6 million, primarily related to the purchase of EQ for $465.9 million, net of cash acquired, and capital expenditures of $8.7 million. Significant capital projects included construction of additional disposal capacity at our Blainville, Quebec, Canada location and equipment purchases and infrastructure upgrades at all of our operating facilities.

For the six months ended June 30, 2013, net cash used in investing activities was $12.5 million, primarily related to capital expenditures. Significant capital projects included the purchase of land for future site development at our Robstown, Texas location, relocation of administrative offices at our Beatty, Nevada location to accommodate disposal capacity expansion, construction of additional disposal capacity at our Blainville, Quebec, Canada location and equipment purchases and infrastructure upgrades at all of our operating disposal facilities.

Financing Activities . For the six months ended June 30, 2014, net cash provided by financing activities was $393.8 million, consisting primarily of $414.0 million of net proceeds from the Company’s new term loan used to partially finance the acquisition of EQ, offset in part by $14.1 million of deferred financing costs associated with the Company’s new Credit Agreement and $7.8 million of dividend payments to our stockholders.

For the six months ended June 30, 2013, net cash used in financing activities was $3.1 million, consisting primarily of $3.3 million of dividend payments to our stockholders and $2.0 million of net repayments under the Credit Agreement, partially offset by $2.1 million of proceeds from stock option exercises.

Credit Facility

Term Loan

Table of Contents

Revolving Credit Facility

Fiscal Quarters Ending		Maximum Ratio
June 30, 2014 through September 30, 2015		4.00 to 1.00
December 31, 2015 through September 30, 2016		3.75 to 1.00
December 31, 2016 through September 30, 2017		3.50 to 1.00
December 31, 2017 through September 30, 2018		3.25 to 1.00
December 31, 2018 and thereafter		3.00 to 1.00

At June 30, 2014, we were in compliance with all of the financial covenants in the Credit Agreement.

Table of Contents

CONTRACTUAL OBLIGATIONS AND GUARANTEES

US Ecology’s contractual obligations at June 30, 2014, updated to include closure and post-closure obligations and operating lease commitments of EQ, as well as obligations under the Company’s new Credit Agreement, mature as follows:

	Payments Due by Period
$s in thousands	Total		2014		2015-2016		2017-2018		Thereafter

Closure and post-closure obligations (1)	$	182,765	$	2,851	$	11,054	$	9,878	$	158,982
Operating lease commitments	15,418		3,134		8,255		3,974		55
Credit agreement obligations	415,000		2,075		8,300		8,300		396,325
Total contractual obligations (2)	$	613,183	$	8,060	$	27,609	$	22,152	$	555,362

(1) For the purposes of the table above, closure and post-closure obligations are shown on an undiscounted basis and inflated using an estimated annual inflation rate of 2.6%. Cash payments for closure and post-closure obligation extend to the year 2105.

(2) As we are not able to reasonably estimate when we would make any cash payments to settle unrecognized tax benefits of $438,000, such amounts have not been included in the table above. In addition, we have recorded a liability for interest of $49,000 relating to such unrecognized tax benefits but have not included such amounts in the table above.

Future minimum lease payments on non-cancellable operating leases acquired from EQ as of June 30, 2014, which are included in the table above, are as follows:

$s in thousands	Payments
2014	$	2,887
2015	4,131
2016	3,346
2017	2,307
2018	995
	$	13,666

There were no other material changes in the amounts of our contractual obligations and guarantees during the six months ended June 30, 2014. For further information on our contractual obligations and guarantees, refer to our Annual Report on Form 10-K for the fiscal year ended December 31, 2013.

Table of Contents

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

We do not maintain equities, commodities, derivatives, or any other similar instruments for trading or any other purposes. We have minimal interest rate risk on investments or other assets due to our preservation of capital approach to investments. At June 30, 2014, $5.7 million was invested in fixed-income U.S. Treasury and U.S. government agency securities and money market accounts. We are exposed to changes in interest rates as a result of our borrowings under the Credit Agreement. Under the Credit Agreement, Term Loan borrowings incur interest at a base rate (as defined in the Credit Agreement) or LIBOR, at the Company’s option, plus an applicable margin. Revolving loans under the Revolving Credit Facility are available based on a base rate (as defined in the Credit Agreement) or LIBOR, at the Company’s option, plus an applicable margin which is determined according to a pricing grid under which the interest rate decreases or increases based on our ratio of funded debt to EBITDA. At June 30, 2014, there were $415.0 million of borrowings outstanding under the Term Loan bearing an effective interest rate of 3.75% and no borrowings outstanding under the Revolving Credit Facility. If interest rates were to rise, we would be subject to higher interest payments if outstanding balances remain unchanged. Based on the outstanding indebtedness of $415.0 million under our Credit Agreement at June 30, 2014, if market rates used to calculate interest expense were to average 1% higher in the next twelve months, our interest expense would increase by approximately $4.2 million.

Foreign Currency Risk

We are subject to currency exposures and volatility because of currency fluctuations. The majority of our transactions are in USD; however, our Stablex subsidiary conducts business in both Canada and the United States. In addition, contracts for services Stablex provides to U.S. customers are generally denominated in USD. During the six months ended June 30, 2014, Stablex transacted approximately 68% of its revenue in USD and at any time has cash on deposit in USD and outstanding USD trade receivables and payables related to these transactions. These USD cash, receivable and payable accounts are subject to non-cash foreign currency translation gains or losses. Exchange rate movements also affect the translation of Canadian generated profits and losses into USD.

We established intercompany loans between Stablex and US Ecology, Inc. as part of a tax and treasury management strategy allowing for repayment of third-party bank debt used to complete the acquisition. These intercompany loans are payable using CAD and are subject to mark-to-market adjustments with movements in the CAD. At June 30, 2014, we had $31.1 million of intercompany loans outstanding between Stablex and US Ecology. During the six months ended June 30, 2014, the CAD strengthened as compared to the USD resulting in a $110,000 non-cash foreign currency translation gain being recognized in the Company’s Consolidated Statement of Operations related to the intercompany loans. Based on intercompany balances as of June 30, 2014, a $0.01 CAD increase or decrease in currency rate compared to the USD at June 30, 2014 would have generated a gain or loss of approximately $311,000 for the six months ended June 30, 2014.

We had a total pre-tax foreign currency loss of $197,000 for the six months ended June 30, 2014. We currently have no foreign exchange contracts, option contracts or other foreign currency hedging arrangements. Management evaluates the Company’s risk position on an ongoing basis to determine whether foreign exchange hedging strategies should be employed.

ITEM 4. CONTROLS AND PROCEDURES

Management of the Company, including the Chief Executive Officer and the Chief Financial Officer of the Company, have evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of June 30, 2014. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures, including the accumulation and communication of disclosures to the Company’s Chief Executive Officer and Chief Financial Officer as appropriate to allow timely decisions regarding required disclosure, are effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the rules and forms of the SEC.

During the quarter ended June 30, 2014, we completed the acquisition of EQ which represents a material change in internal control over financial reporting since management’s last assessment. Prior to the acquisition, EQ was a private company and has not been subject to the Sarbanes-Oxley Act of 2002, the rules and regulations of the SEC, or other corporate governance requirements to which public reporting companies may be subject. As part of our ongoing integration activities, we are continuing to incorporate our controls and procedures into the acquired EQ subsidiaries and to augment our company-wide controls to reflect the risks inherent in an acquisition of this type. Our report on our internal control over financial reporting in the Annual Report on Form 10-K for the year ending December 31, 2014 will include a scope exception that excludes the acquired EQ subsidiaries in order for management to have sufficient time to evaluate and implement our internal control over financial reporting. Management continues to be engaged in

Table of Contents

substantial efforts to evaluate the effectiveness of our internal control procedures and the design of those control procedures relating to EQ.

Other than the acquisition of EQ, there were no changes in our internal control over financial reporting that occurred during the most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Table of Contents

PART II - OTHER INFORMATION

Cautionary Statement for Purposes of “Safe Harbor Provisions” of the Private Securities Litigation Reform Act of 1995

This quarterly report on Form 10-Q contains forward-looking statements within the meaning of the federal securities laws. Statements that are not historical facts, including statements about the Company’s beliefs and expectations, are forward-looking statements. Forward-looking statements include statements preceded by, followed by or that include the words “may,” “could,” “would,” “should,” “believe,” “expect,” “anticipate,” “plan,” “estimate,” “target,” “project,” “intend” and similar expressions. These statements include, among others, statements regarding our financial and operating results, strategic objectives and means to achieve those objectives, the amount and timing of capital expenditures, repurchases of its stock under approved stock repurchase plans, the amount and timing of interest expense, the likelihood of our success in expanding our business, financing plans, budgets, working capital needs and sources of liquidity.

Forward-looking statements are only predictions and are not guarantees of performance. These statements are based on management’s beliefs and assumptions, which in turn are based on currently available information. Important assumptions include, among others, those regarding demand for Company services, expansion of service offerings geographically or through new or expanded service lines, the timing and cost of planned capital expenditures, competitive conditions and general economic conditions. These assumptions could prove inaccurate. Forward-looking statements also involve known and unknown risks and uncertainties, which could cause actual results to differ materially from those contained in any forward-looking statement. Many of these factors are beyond our ability to control or predict. Such factors include the replacement of non-recurring event clean-up projects, a loss of a major customer, our ability to permit and contract for timely construction of new or expanded disposal cells, our ability to renew our operating permits or lease agreements with regulatory bodies, loss of key personnel, compliance with and changes to applicable laws, rules, or regulations, fluctuations in foreign currency markets, access to insurance, surety bonds and other financial assurances, a deterioration in our labor relations or labor disputes, our ability to perform under required contracts, failure to realize anticipated benefits and operational performance from acquired operations, adverse economic conditions, government funding or competitive pressures, incidents or adverse weather conditions that could limit or suspend specific operations, access to cost effective transportation services, lawsuits, market conditions, our willingness or ability to pay dividends, implementation of new technologies and our ability to effectively close and integrate and realize anticipated synergies from future acquisitions, which can be impacted by the failure of the acquired company to achieve anticipated revenues, earnings or cash flows, assumption of liabilities that exceed our estimates, potential compliance issues, diversion of management’s attention or other resources from our existing business, risks associated with entering product / service areas in which we have limited experience, increases in working capital investment, unexpected capital expenditures, potential losses of key employees and customers of the acquired company and future write-offs of intangible and other assets, including goodwill, if the acquired operations fail to generate sufficient cash flows.

Except as required by applicable law, including the securities laws of the United States and the rules and regulations of the Securities and Exchange Commission (the “SEC”), we are under no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You should not place undue reliance on our forward-looking statements. Although we believe that the expectations reflected in forward-looking statements are reasonable, we cannot guarantee future results or performance. Before you invest in our common stock, you should be aware that the occurrence of the events described in the “Risk Factors” section in this report could harm our business, prospects, operating results, and financial condition.

Investors should also be aware that while we do, from time to time, communicate with securities analysts, it is against our policy to disclose to them any material non-public information or other confidential commercial information. Accordingly, stockholders should not assume that we agree with any statement or report issued by any analyst irrespective of the content of the statement or report. Furthermore, we have a policy against issuing or confirming financial forecasts or projections issued by others. Thus, to the extent that reports issued by securities analysts contain any projections, forecasts or opinions, such reports are not the responsibility of US Ecology, Inc.

ITEM 1. LEGAL PROCEEDINGS

In 2012, we settled allegations by the United States Environment Protection Agency (“U.S. EPA”) that the thermal recycling operation at our Robstown, Texas facility did not comply with certain rules and regulations of the Resource Conservation and Recovery Act of 1976 (“RCRA”). As part of the settlement, we agreed to pay a civil penalty and to submit an application to the State of Texas for a RCRA subpart X permit. The Company and the thermal recycling unit’s owner-operator also agreed to a set of interim operating conditions that allow the facility to continue providing recycling services to customers until the RCRA Subpart X permit is issued.

In connection with this matter, in June 2013 the U.S. EPA asserted various related technical compliance and permitting violations of the Clean Air Act of 1970. Although negotiations on the merits of a proposed settlement are ongoing with the U.S. EPA, we recognized a charge of $238,000 during the second quarter of 2013 in Selling, general and administrative expenses in the Consolidated Statement of Operations related to this pending enforcement matter.

Table of Contents

Other than as disclosed above, we are not currently a party to any material pending legal proceedings and are not aware of any other claims that could have, individually or in the aggregate, a materially adverse effect on our financial position, results of operations or cash flows.

ITEM 1A. RISK FACTORS

The Company is subject to various risks and uncertainties that could have a material impact on our business, financial condition, results of operations and cash flows. The discussion of these risk factors is included in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013, and is updated for the following:

The acquisition of EQ Holdings, Inc. (“EQ”) and any other acquisitions that we undertake could be difficult to integrate, disrupt our business, dilute stockholder value and adversely affect our results of operations.

Acquisitions involve multiple risks. Our inability to successfully integrate an acquired business could have a material adverse effect on our financial condition and results of operations. These risks include but are not limited to:

· failure of the acquired company to achieve anticipated revenues, earnings or cash flows;

· assumption of liabilities, including those related to environmental matters, that were not disclosed to us or that exceed our estimates;

· inability to negotiate effective indemnification protection from the seller, or inability to collect in the event of an indemnity claim;

· problems integrating the purchased operations with our own, which could result in substantial costs and delays or other operational, technical or financial problems;

· potential compliance issues relating to the protection of health and the environment, compliance with securities laws and regulations, adequacy of internal controls and other matters;

· diversion of management’s attention or other resources from our existing business;

· risks associated with entering markets or product/service areas in which we have limited prior experience;

· increases in working capital investment to fund the growth of acquired operations;

· unexpected capital expenditures to upgrade waste handling or other infrastructure or replace equipment to operate safely and efficiently;

· potential loss of key employees and customers of the acquired company; and

· future write-offs of intangible and other assets, including goodwill, if the acquired operations fail to generate sufficient cash flows.

We acquired EQ on June 17, 2014. As part of the acquisition we recorded at fair value $190.9 million of goodwill and $250.9 million of intangibles associated with EQ. Our integration of EQ’s operations into our operations has required and will continue to require implementation of appropriate operations, management and financial reporting systems and controls. The integration of EQ has required and will continue to require the focused attention of our management team, including a significant commitment of time and resources. The success of the acquisition will depend, in part, on the combined company’s ability to realize the anticipated benefits from combining the respective businesses and operations of US Ecology and EQ through greater efficiencies, increased utilization of support facilities and the adoption of mutual best practices. To realize these anticipated benefits, however, the business and operations of US Ecology and EQ must continue to be successfully combined.

If we are not able to achieve these objectives, the anticipated benefits of the acquisition may not be realized fully or at all or may take longer to realize than expected. It is possible that the integration process could result in the loss of key employees, the disruption of our ongoing business, failure to implement the business plan for the combined businesses, unanticipated issues in integrating service offerings, logistics information, communications and other systems or other unanticipated issues, expenses and liabilities, any or all of which could adversely affect our ability to maintain relationships with customers and employees or to achieve the anticipated benefits of the acquisition. It is possible that failure to realize the anticipated benefits and operational performance of EQ could lead to an impairment of goodwill or other intangible assets and such impairment may be material to our financial condition or results of operations.

Table of Contents

Our indebtedness may limit the amount of cash flow available to invest in the ongoing needs of our business, and our Credit Agreement restricts our ability to engage in certain corporate and financial transactions

On June 17, 2014, in connection with the acquisition of EQ, we entered into a new $540.0 million senior secured Credit Agreement with a syndicate of banks, which substantially increased our outstanding indebtedness. As of June 30, 2014, we had total indebtedness of $415.0 million, comprised entirely of outstanding borrowings under the Credit Agreement. Our Credit Agreement requires us to dedicate a portion of our cash flow from operations to payments on our indebtedness, potentially reducing the availability of our cash flow to fund working capital, capital expenditures, development activity, acquisitions, and other general corporate purposes; increases our vulnerability to adverse general economic or industry conditions; makes us more vulnerable to increases in interest rates, as borrowings under our senior secured credit facilities are at variable rates; and limits our ability to obtain additional financing in the future for working capital or other purposes.

In addition, the Credit Agreement and related ancillary agreements with our lenders contain certain covenants that, among other things, restrict our ability to incur additional indebtedness, pay dividends and make other restricted payments, repurchase shares of outstanding stock, create certain liens and engage in certain types of transactions. Our ability to borrow under the Credit Agreement depends upon our compliance with the restrictions contained in the Credit Agreement. Events beyond our control could affect our ability to comply with these covenants.

Our acquisition of EQ Holdings, Inc. may expose us to unknown liabilities

Because we acquired all of EQ’s outstanding common shares, our investment in EQ is subject to all of EQ’s liabilities. If there are unknown obligations, including contingent liabilities, our business could be adversely affected. We may learn additional information about EQ’s business that adversely affects us, such as unknown liabilities or issues relating to internal controls over financial reporting or that could affect our ability to comply with the Sarbanes-Oxley Act or other applicable laws.

A significant portion of the acquired EQ business depends upon the demand for cleanup of major spills and other remedial projects and regulatory developments over which we have no control

A significant portion of the acquired EQ business consists of wastewater treatment, remediation, recycling, industrial cleaning and maintenance, transportation, total waste management, technical services, and emergency response services. These services can be affected by the commencement and completion of cleanup of major spills and other events, customers’ decisions to undertake remedial projects, seasonal fluctuations due to weather and budgetary cycles influencing the timing of customers’ spending for remedial activities, the timing of regulatory decisions relating to hazardous waste management projects, changes in regulations governing the management of hazardous waste, secular changes in the waste processing industry towards waste minimization and the propensity for delays in the demand for remedial services, and changes in governmental regulations relevant to our diverse operations. We do not control such factors and, as a result, our revenue and income can vary from quarter to quarter, and past financial performance for certain quarters may not be a reliable indicator of future performance for comparable quarters in subsequent years.

Our participation in multi-employer pension plans may subject us to liabilities that could materially adversely affect our liquidity, cash flows and results of operations

Certain of the Company’s wholly-owned subsidiaries acquired in the acquisition of EQ participate in multi-employer defined benefit pension plans under the terms of collective bargaining agreements covering most of the subsidiaries’ union employees. To the extent that those plans are underfunded, the Employee Retirement Income Security Act of 1974, as amended by the Multi-Employer Pension Plan Amendments Act of 1980 (“ERISA”), may subject us to substantial liabilities if we withdraw from such multi-employer plans or if they are terminated. Under current law regarding multi-employer defined benefit plans, a plan’s termination, an employer’s voluntary partial or complete withdrawal from, or the mass withdrawal of all contributing employers from, an underfunded multi-employer defined benefit plan requires participating employers to make payments to the plan for their proportionate share of the multi-employer plan’s unfunded vested liabilities. Furthermore, the Pension Protection Act of 2006 added new funding rules generally applicable to plan years beginning after 2007 for multi-employer plans that are classified as “endangered,” “seriously endangered,” or “critical” status. If plans in which we participate are in critical status, benefit reductions may apply and/or we could be required to make additional contributions. Contributions to these funds could also increase as a result of future collective bargaining with the unions, a shrinking contribution base as a result of the insolvency of other companies who currently contribute to these funds, failure of the Plan to meet ERISA’s minimum funding requirements, lower than expected returns on pension fund assets, or other funding deficiencies. Any of the foregoing events could materially adversely affect our liquidity, cash flows and results of operations

Based upon the information available to us from plan administrators as of April 30, 2013, certain of the multi-employer pension plans in which we participate are underfunded. The Pension Protection Act requires that underfunded pension plans improve their funding ratios within prescribed intervals based on the level of their underfunding. In addition, if a multi-employer defined benefit plan fails to satisfy certain minimum funding requirements, the Internal Revenue Service may impose a nondeductible excise tax of 5% on the amount of the accumulated funding deficiency for those employers contributing to the fund. We have been notified that certain plans to which our subsidiaries contribute are in “critical” status and these plans may require additional contributions in the form of a surcharge on future benefit contributions required for future work performed by union employees covered by these plans. As a result, we expect our required contributions to these plans to increase in the future. The amount of additional funds we may be obligated to contribute in the future cannot be estimated, as such amounts will be based on future levels of work that require the specific use of the union employees covered by these plans, investment returns and the level of underfunding of such plans.

Table of Contents

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

10.1		Stock Purchase Agreement, dated April 6, 2014, by and among US Ecology, Inc., EQ Parent Company Inc., and EQ Group, LLC.

10.2		Credit Agreement, dated June 17, 2014, by and among US Ecology, Inc., the lenders referred to therein, Wells Fargo Bank, N.A., as administrative agent, Wells Fargo Securities, LLC and Credit Suisse Securities (USA) LLC, as joint lead arrangers and joint bookrunners, and Comerica Bank, as documentation agent.

10.3		Guaranty Agreement, dated June 17, 2014, by and among the guarantors from time to time party thereto and Wells Fargo Bank, N.A.

10.4		Collateral Agreement, dated June 17, 2014, by and among US Ecology, Inc., the other grantors from time to time party thereto and Wells Fargo Bank, N.A.

10.5		Consulting Agreement, dated June 17, 2014, by and between the Company and Victor 5, LLC.*

15		Letter re: Unaudited Interim Financial Statements

21		List of Subsidiaries

31.1		Certification of CEO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2		Certification of CFO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32		Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101		The following materials from the quarterly report on Form 10-Q of US Ecology, Inc. for the quarter ended June 30, 2014 formatted in Extensible Business Reporting Language (XBRL) include: (i) Unaudited Consolidated Balance Sheets, (ii) Unaudited Consolidated Statements of Operations, (iii) Unaudited Consolidated Statements of Comprehensive Income, (iv) Unaudited Consolidated Statements of Cash Flows, and (v) Notes to the Unaudited Consolidated Financial Statements

* Identifies management contracts or compensatory plans or arrangements required to be filed as an exhibit hereto.

Table of Contents

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	US Ecology, Inc.
	(Registrant)

Date: August 11, 2014	/s/ Eric L. Gerratt
	Eric L. Gerratt
	Executive Vice President, Chief Financial Officer and Treasurer

Exhibit 10.1

CONFIDENTIAL

STOCK PURCHASE AGREEMENT

AMONG

EQ PARENT COMPANY, INC.,

EQ GROUP, LLC

AND

US ECOLOGY, INC.

DATED AS OF APRIL 6, 2014

TABLE OF CONTENTS

		Page

ARTICLE 1 STOCK PURCHASE; PURCHASE PRICE; DEFINITIONS		1

Section 1.1	Purchase and Sale of the Company Shares	1
Section 1.2	Closing	1
Section 1.3	Purchase Price	2
Section 1.4	Definitions	4

ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND SELLER		15

Section 2.1	Organization and Qualification	15
Section 2.2	Capitalization of the Target Companies	16
Section 2.3	Authority	16
Section 2.4	Financial Statements	17
Section 2.5	Consents and Approvals; No Violations	17
Section 2.6	Material Contracts	18
Section 2.7	No Undisclosed Liabilities; Absence of Changes	20
Section 2.8	Litigation	21
Section 2.9	Permits; Compliance with Laws	22
Section 2.10	Employee Plans	22
Section 2.11	Environmental Matters	24
Section 2.12	Intellectual Property	26
Section 2.13	Labor Matters	27
Section 2.14	Insurance	28
Section 2.15	Tax Matters	28
Section 2.16	Brokers	30
Section 2.17	Real Property	30
Section 2.18	Title; Sufficiency of Assets	31
Section 2.19	Powers of Attorney	32
Section 2.20	Customers and Suppliers	32
Section 2.21	Transactions with Affiliates	32
Section 2.22	EXCLUSIVITY OF REPRESENTATIONS AND WARRANTIES	32

ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF BUYER		33

Section 3.1	Organization	33
Section 3.2	Authority	33

TABLE OF CONTENTS (CONT’D)

Section 3.3	Consents and Approvals; No Violations	33
Section 3.4	Brokers	34
Section 3.5	Sufficient Funds	34
Section 3.6	Litigation	34
Section 3.7	Acknowledgement by Buyer	34

ARTICLE 4 COVENANTS		34

Section 4.1	Conduct of Business of the Company	34
Section 4.2	Transfer Taxes	36
Section 4.3	Access to Information	36
Section 4.4	Efforts to Consummate	37
Section 4.5	Public Announcements	39
Section 4.6	Exclusive Dealing	39
Section 4.7	Employee Benefits	39
Section 4.8	Indemnification and Insurance of Officers and Directors	40
Section 4.9	Environmental	41
Section 4.10	Notification of Closing Condition Matters	43
Section 4.11	Stay and Perform Plan	43
Section 4.12	Cooperation with Financing	43

ARTICLE 5 CONDITIONS TO CONSUMMATION OF THE STOCK PURCHASE		44

Section 5.1	Conditions to the Obligations of Seller and Buyer	44
Section 5.2	Other Conditions to the Obligations of Buyer	45
Section 5.3	Other Conditions to the Obligations of Seller	46
Section 5.4	Frustration of Closing Conditions	46

ARTICLE 6 TERMINATION; AMENDMENT; WAIVER		47

Section 6.1	Termination	47
Section 6.2	Effect of Termination	48
Section 6.3	Fees and Expenses	48
Section 6.4	Amendment	48
Section 6.5	Extension; Waiver	48

ARTICLE 7 SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION		48

Section 7.1	Survival of Representations	48
Section 7.2	General Indemnification	49
Section 7.3	Third Party Claims	49
Section 7.4	Limitations on Indemnification Obligations	50

TABLE OF CONTENTS (CONT’D)

Section 7.5	Taxes	52
Section 7.6	Manner of Payment; Escrow	52
Section 7.7	Non-Rescission	52
Section 7.8	Tax Treatment	52

ARTICLE 8 TAX MATTERS		53

Section 8.1	Pre-Closing Tax Returns	53
Section 8.2	Post-Closing Tax Returns	53
Section 8.3	Amended Tax Returns	53
Section 8.4	Tax Proceedings	53
Section 8.5	Tax Cooperation	54
Section 8.6	Refunds	54
Section 8.7	Other Matters	54

ARTICLE 9 MISCELLANEOUS		54

Section 9.1	Entire Agreement; Assignment	54
Section 9.2	Notices	55
Section 9.3	Governing Law; Jurisdiction	56
Section 9.4	Construction; Interpretation; Exhibits; Schedules	56
Section 9.5	Parties in Interest	57
Section 9.6	Privilege	57
Section 9.7	Severability	57
Section 9.8	Counterparts	57
Section 9.9	Remedies	57
Section 9.10	Waiver of Jury Trial	57
Section 9.11	Time of the Essence; Computation of Time	58
Section 9.12	Financing Sources	58

iii

TABLE OF CONTENTS (CONT’D)

SCHEDULES :

1.4	—	Permitted Liens
2.1(c)	—	Target Company Directors and Officers
2.2(b)	—	Company’s Subsidiaries
2.2(c)	—	Capitalization
2.5	—	Seller Consents
2.6	—	Material Contracts
2.7(a)	—	Undisclosed Liabilities
2.7(b)	—	Certain Events
2.8	—	Litigation
2.9(a)	—	Permits
2.10	—	Employee Plans
2.11	—	Environmental Matters
2.12(a)	—	Intellectual Property
2.12(b)	—	Intellectual Property Disputes
2.13(a)	—	Bargaining Agreements
2.13(b)	—	Labor Matters
2.13(d)	—	Employees List
2.14	—	Insurance
2.15(b)	—	Taxes
2.15(d)	—	Excess Parachute Payments
2.17(a)	—	Owned Real Property
2.17(b)	—	Leased Real Property
2.20	—	Customers and Suppliers
2.21	—	Transactions with Affiliates
4.1	—	Conduct of Business of Company
4.11	—	Key Employees
5.2(c)	—	Closing Consents
5.2(f)	—	Resignations
7.2(a)	—	Other Indemnifiable Matters

EXHIBITS :

A	—	Escrow Agreement
B	—	Net Working Capital Estimate as of December 31, 2013

STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (this “ Agreement ”), dated as of April 6, 2014, is made by and among EQ Parent Company, Inc., a Delaware corporation (the “ Company ”), EQ Group, LLC, a Delaware limited liability company (“ Seller ”), and US Ecology, Inc., a Delaware corporation (“ Buyer ”). The Company, Seller and Buyer shall be referred to herein from time to time collectively as the “ Parties ” and individually as a “ Party ”.

WHEREAS, as of the date hereof, Seller is the owner of all of the issued and outstanding shares (the “ Company Shares ”) of the Company’s common stock, par value of $0.01 per share (“ Common Stock ”); and

WHEREAS, the Parties desire that, subject to the terms and conditions hereof, Buyer will purchase from Seller, and Seller will sell to Buyer, the Company Shares in exchange for the Purchase Price (as herein defined).

NOW, THEREFORE, in consideration of the premises and the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

ARTICLE 1
STOCK PURCHASE; PURCHASE PRICE; DEFINITIONS

Section 1.1 Purchase and Sale of the Company Shares . Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Buyer will purchase from Seller, and Seller will sell to Buyer, the Company Shares in exchange for the Purchase Price, free and clear of all Liens (other than restrictions on transfer imposed by federal and state securities laws) (such transaction, the “ Stock Purchase ”).

Section 1.2 Closing .

(a) Time and Place of Closing . The closing of the Stock Purchase (the “ Closing ”) shall take place at 10:00 a.m., New York time, on a date to be specified by the Parties (the “ Closing Date ”), which date shall be no later than the second Business Day after satisfaction (or waiver) of the conditions set forth in Article 5 (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions), at the offices of Kirkland & Ellis LLP, 601 Lexington Avenue, New York, New York 10022, unless another time, date or place is agreed to in writing by the Parties; provided that in no event shall Buyer be obligated to consummate the Closing prior to May 30, 2014.

(b) Deliveries and Proceedings at the Closing . At the Closing:

(i) Escrow Agreement . Seller and Buyer shall create an escrow account (the “ Escrow Account ”) by entering into an escrow agreement with an escrow agent reasonably acceptable to each of the Parties (provided that Computershare Trust Company shall be deemed acceptable to each of the Parties) (the “ Escrow Agent ”), which escrow agreement (subject to reasonable comments from the Escrow Agent) shall be substantially in the form attached hereto as Exhibit A (the “ Escrow Agreement ”).

(ii) Deliveries by Seller . Seller shall deliver to Buyer certificate(s) representing the Company Shares, duly endorsed in blank or accompanied by stock powers or any other proper instrument of assignment endorsed in blank in proper form for transfer.

(iii) Deliveries by Buyer . Buyer shall (A) deposit $30,000,000 (the “ Escrow Amount ”) into the Escrow Account, (B) pay to Seller, in cash, an amount equal to the Estimated Purchase Price (as herein defined) minus the Escrow Amount by wire transfer of immediately available funds to one or more accounts designated by Seller, (C) deliver to Seller a counterpart to the Escrow Agreement duly executed by Buyer, (D) pay (or will cause to be paid) in full the Closing Date Funded Indebtedness (other than Outstanding Capital Lease Obligations) in an amount set forth in the calculation of the Estimated Purchase Price delivered pursuant to Section 1.3(a) and (E) pay (or will cause to be paid) in full the Transaction Expenses in an amount set forth in the calculation of the Estimated Purchase Price delivered pursuant to Section 1.3(a) .

(iv) Other Deliveries . The closing certificates and other documents required to be delivered pursuant to this Agreement with respect to the Closing, as provided in Sections 5.2 and 5.3 , will be exchanged.

Section 1.3 Purchase Price .

(a) Estimated Purchase Price . No later than three (3) Business Days prior to the Closing, Seller shall deliver to Buyer a calculation of the Estimated Purchase Price.

(b) Preparation of the Final Statement of Purchase Price .

(i) As soon as practicable, but no later than sixty (60) days after the Closing Date, Buyer shall prepare and deliver to Seller (i) a consolidated balance sheet of the Target Companies as of the Closing Date (the “ Estimated Closing Balance Sheet ”) and (ii) a statement setting forth, as of the Closing Date (A) a proposed calculation of the Net Working Capital, (B) a proposed calculation of the amount of Cash and Cash Equivalents, (C) a proposed calculation of the amount of Closing Date Funded Indebtedness, (D) a proposed calculation of the Transaction Expenses and (E) a proposed calculation of the Purchase Price, and, in each case, the components thereof. The proposed calculations described in clause (ii) of the previous sentence shall collectively be referred to herein from time to time as the “ Proposed Purchase Price Calculations .” The Estimated Closing Balance Sheet and Proposed Purchase Price Calculations shall be prepared by Buyer in a manner consistent with the Accounting Principles, and Buyer shall not make any changes to the assumptions underlying the Accounting Principles or levels of reserves customarily used by the Target Companies with respect to the Accounting Principles.

(ii) If Seller does not give written notice of dispute (a “ Purchase Price Dispute Notice ”) to Buyer within twenty (20) Business Days of receiving the Estimated Closing Balance Sheet and Proposed Purchase Price Calculation, Seller and the other Parties agree that the Estimated Closing Balance Sheet and Proposed Purchase Price

Calculation shall be deemed to set forth the Purchase Price. If Seller gives a Purchase Price Dispute Notice to Buyer (which Purchase Price Dispute Notice must set forth, in reasonable detail, the items and amounts in dispute) within such twenty (20) Business Day period, Seller and Buyer will use reasonable efforts to resolve the dispute during the thirty (30) day period commencing on the date Buyer receives the applicable Purchase Price Dispute Notice from Seller.

(iii) If Buyer and Seller do not obtain a final resolution within such thirty-day (30) period, then the items in dispute (and Buyer’s and Seller’s respective positions with respect to such disputed items) shall be submitted immediately to the Dispute Resolution team of the Detroit Michigan office of Plante & Moran, PLLC (the “ Accounting Firm ”). The Accounting Firm shall be required to render a determination of the applicable dispute within forty-five (45) days after referral of the matter to such Accounting Firm, which determination must be in writing and must set forth, in reasonable detail, the basis thereof, must be in accordance with the terms of this Agreement and must only address the specific items in dispute. The Accounting Firm will resolve each item in dispute by choosing an amount between or equal to Buyer’s and Seller’s respective position for each such disputed item. The determination of the Accounting Firm shall be conclusive and binding upon the Parties and not subject to collateral attack for any reason other than manifest error or fraud. Buyer will revise the Proposed Purchase Price Calculation as appropriate to reflect the resolution of any objections thereto pursuant to this Section 1.3(b)(iii) . The “ Final Statement of Purchase Price ” shall mean the Proposed Purchase Price Calculation together with any revisions thereto determined pursuant to this Section 1.3(b)(iii) .

(iv) In the event Buyer and Seller submit any unresolved objections to an Accounting Firm for resolution as provided in Section 1.3(b)(iii) above, Buyer and Seller will share responsibility for the fees and expenses of such Accounting Firm as follows:

(A) if such Accounting Firm resolves all of the remaining objections in favor of Buyer’s position (the Purchase Price so determined is referred to herein as the “ Low Value ”), then Seller shall be responsible for all of the fees and expenses of such Accounting Firm;

(B) if such Accounting Firm resolves all of the remaining objections in favor of Seller’s position (the Purchase Price so determined is referred to herein as the “ High Value ”), then Buyer will be responsible for all of the fees and expenses of such Accounting Firm; and

(C) if such Accounting Firm neither resolves all of the remaining objections in favor of Buyer’s position nor resolves all of the remaining objections in favor of Seller’s position (the Purchase Price so determined is referred to herein as the “ Actual Value ”), then that fraction of the fees and expenses of such Accounting Firm equal to (x) the difference between the High Value and the Actual Value over (y) the difference between the High Value and

the Low Value shall be paid by Seller, and Buyer will be responsible for the remainder of the fees and expenses of such Accounting Firm.

(v) The Company (or its successor) will make the financial records of the Target Companies (including work papers of its accountants) available to Seller and its accountants and other representatives at reasonable times during the period beginning on the Closing Date and ending on date of the final determination of the Purchase Price pursuant to Section 1.3(b)(iii) above.

(i) If the Actual Adjustment is a positive amount, then within three (3) Business Days after the date on which the Purchase Price is finally determined pursuant to Section 1.3(b)(i) above, Buyer will pay to Seller such positive amount by wire transfer or delivery of other immediately available funds.

(ii) If the Actual Adjustment is a negative amount, then within three (3) Business Days after the date on which the Purchase Price is finally determined pursuant to Section 1.3(b)(i) above, Seller and Buyer shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to deliver to Buyer from the Escrow Account an amount equal to such negative amount.

Section 1.4 Definitions .

(a) Definitions . For purposes of this Agreement, the terms set forth below have the following meanings:

“ .02(G) Exemption ” has the meaning set forth in Section 4.9(a) .

“ Accounting Firm ” has the meaning set forth in Section 1.3(b)(iii) .

“ Accounting Principles ” means solely the principles used by the Company in the preparation of the Net Working Capital Example.

“ Acquisition Transaction ” has the meaning set forth in Section 4.6 .

“ Actual Adjustment ” means (x) the Purchase Price as set forth on the Final Statement of Purchase Price minus (y) the Estimated Purchase Price. For the avoidance of doubt, the Actual Adjustment may be a negative number.

“ Actual Value ” has the meaning set forth in Section 1.3(b)(iv)(C) .

“ Affiliate ” means with respect to any Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person, and the term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise.

“ Agents ” has the meaning set forth in Section 4.6 .

“ Agreement ” has the meaning set forth in the preamble.

“ Allstate ” means Allstate Power Vac, Inc., a New York corporation.

“ Bayonne Facility ” means the facility occupied by EQ Northeast, Inc. located at 4 Hook Road, Bayonne, New Jersey.

“ Business Day ” means a day, other than a Saturday or Sunday, on which commercial banks in New York City are open for the general transaction of business.

“ Buyer ” has the meaning set forth in the preamble.

“ Buyer Indemnitee ” has the meaning set forth in Section 7.2(a) .

“ Cash and Cash Equivalents ” means the sum of the fair market value (expressed in United States dollars) of all cash and cash equivalents (including marketable securities and short term investments) of the Target Companies as of immediately prior to the Closing, net of any overdrafts, as increased or decreased for any deposits in transit and any outstanding checks, subject to the subsequent provisions of this definition. Cash and Cash Equivalents shall not include any cash that is restricted in any way as to its use that could reasonably be expected to result in the Company not having the right to have sole control over such cash or cash equivalents within thirty (30) days of the Closing ( e.g. , cash held in escrow for indemnification purposes or subject to other limitations on spending and/or use).

“ Change in Control Payments ” means all sale, “stay-around,” “change of control,” retention, severance or similar bonuses or payments to current or former directors, officers, employees or consultants payable by any Target Company and agreed to by any Target Company on or before Closing where the only condition to such bonuses or payments is the closing of the transactions contemplated by this Agreement.

“ Closing ” has the meaning set forth in Section 1.2(a) .

“ Closing Date ” has the meaning set forth in Section 1.2(a) .

“ Closing Date Funded Indebtedness ” means the Funded Indebtedness as of immediately prior to the Closing.

“ Code ” has the meaning set forth in Section 2.10(a) .

“ Comerica Liens ” means any and all Liens granted to secure obligations under the Credit Agreement.

“ Common Stock ” has the meaning set forth in the recitals.

“ Company ” has the meaning set forth in the preamble.

“ Company Intellectual Property Rights ” has the meaning set forth in Section 2.12(a) .

“ Company Material Adverse Effect ” means any event, occurrence, fact, circumstance, condition, change in or effect that, individually or in the aggregate, with all other circumstances, conditions, changes in or effects on the Target Companies, has a material adverse effect on the results of operations, assets (whether tangible or intangible) or liabilities or the financial condition of the Target Companies, taken as a whole excluding any event, occurrence, fact, circumstance, condition, change in or effect relating to or arising from (a) any changes in applicable accounting regulations or principles, Laws or regulations (including laws or regulations relating to wrongful discharge, employment discrimination, harassment, minimum wage, workplace health and safety or related matters), (b) any changes in interest rates or general (United States and/or the global) economic conditions, (c) any changes in financial, banking or securities markets (including, without limitation, any disruption thereof and any decline in the price of any security or any market index), (d) any change generally applicable to the industries in which the Company operates, (e) any national or international political or social conditions, (f) any failure by the Company to meet any internal or published projections, forecasts or revenue or earnings predictions for any period ending on or after the date hereof (it being understood that the reasons or circumstances giving rise to such failure may, unless otherwise excluded by another clause in this definition of “Company Material Adverse Effect,” be taken into account in determining whether a Company Material Adverse Effect has occurred or could reasonably be expected to occur), (g) the entry into and consummation of the transactions contemplated by this Agreement, including the Stock Purchase, (h) any action taken by Buyer, (i) any action taken by the Target Companies at the request or with the consent of Buyer or pursuant to this Agreement or any other agreements entered in connection therewith, (j) any national or international political or social event or occurrence or material worsening or escalation thereof (including, without limitation, acts of war or terrorism), and (k) any matters of which Buyer has actual (and not constructive) knowledge as of the date of this Agreement, in each case (i.e., clauses (a) through (e) and clause (j) above), only to the extent that such factors do not affect the Target Companies (taken as a whole) in a materially disproportionate manner as compared to their competitors.

“ Company Shares ” has the meaning set forth in the recitals.

“ Company Systems ” has the meaning set forth in Section 2.12(c) .

“ Company Tax Periods ” has the meaning set forth in Section 8.1 .

“ Contract ” means any legally binding agreement, contract, deed, mortgage, lease, sublease, license, sublicense, deed, instrument, note, indenture, or other legally binding commitment, undertaking or arrangement (written or oral).

“ Credit Agreement ” means that certain Second Amended and Restated Credit Agreement, dated as of July 29, 2013, by and among the financial institutions from time to time signatory thereto, Comerica Bank, as Administrative Agent, Joint Lead Arranger, Syndication Agent and Documentation Agent, JPMorgan Chase Bank, N.A., as Joint Lead Arranger, RBS Citizens N.A., as Joint Lead Arranger and EQ Holdings, Inc., as Borrower.

“ Customer Service Contracts ” has the meaning set forth in Section 2.11(a)(x) .

“ De Minimis Losses ” has the meaning set forth in Section 7.4(a) .

“ De Minimis Quantity Exemption Affidavit ” means an application to NJDEP for an exemption from ISRA compliance based upon the de minimis quantities of hazardous substances present at an industrial establishment at any one time in accordance with the requirements of N.J.A.C. 7:26B-5.9.

“ Debt Commitment Letter ” means the debt commitment letter, as amended, supplemented or replaced, pursuant to which the financial institutions party thereto have agreed, subject only to the conditions precedent set forth therein, to provide or cause to be provided the debt financing set forth therein for the purposes of financing the transactions contemplated hereby.

“ Debt Financing ” means the debt financing incurred or intended to be incurred by Buyer in connection with the consummation of the transactions contemplated hereby.

“ Divestiture Action ” has the meaning set forth in Section 4.4(d) .

“ EBITDA ” means, with respect to any asset, the (i) operating income generated by such asset, plus (ii) depreciation of such asset plus (iii) amortization relating to such asset, each of (i), (ii) and (iii), as determined using the same principles and methodologies utilized, and if applicable, as reported, in the consolidated statements of operations and cash flows of the Target Companies for the fiscal year ended December 31, 2013.

“ Employee Plans ” has the meaning set forth in Section 2.10(a) .

“ Enterprise Value ” means $465,000,000.00.

“ Environmental Assessment ” means all material non-privileged reports, audits, or site assessments which are in the possession or under the reasonable control of the Target Companies pertaining to existing or potential material violations of, or material liabilities or material investigatory, corrective or remedial obligations under, applicable Environmental Laws by or of any of the Target Companies and any material non-privileged updates to such assessments.

“ Environmental Laws ” means as enacted and in effect on or prior to the Closing Date all applicable federal, state, local and foreign statutes, regulations and ordinances having the force or effect of law concerning pollution or protection of the environment, or protection of employee health or safety or public health or safety from Hazardous Substances, including without limitation all those relating to the presence, use, production, generation, handling, transportation, treatment, storage, disposal, distribution, labeling, testing, processing, discharge, Release, threatened Release, control, cleanup of, or exposure to, any Hazardous Substances.

“ Environmental Permits ” has the meaning set forth in Section 2.11(a)(ii) .

“ Environmental Proceeding ” means any suit, action, cause of action, claim, demand, litigation, complaint grievance, or litigation matter, including any hearing or legal, administrative or arbitral proceeding, in each case before any court, arbitrator or Governmental Entity pursuant to Environmental Laws.

“ ERISA ” has the meaning set forth in Section 2.10(a) .

“ Escrow Account ” has the meaning set forth in Section 1.2(b)(i) .

“ Escrow Agent ” has the meaning set forth in Section 1.2(b)(i) .

“ Escrow Agreement ” has the meaning set forth in Section 1.2(b)(i) .

“ Escrow Amount ” has the meaning set forth in Section 1.2(b)(iii) .

“ Estimated Closing Balance Sheet ” has the meaning set forth in Section 1.3(b)(i) .

“ Estimated Purchase Price ” means a good faith estimate of the Purchase Price, as determined by the Company based upon the most recent financial statements of the Target Companies as of the date of such estimate while taking into account changes in the Target Companies’ financial position since the date of such financial statements. In connection with determining the Estimated Purchase Price, the Company shall use the actual Enterprise Value and good faith estimates of the (a) amount of Closing Date Funded Indebtedness, (b) amount of Cash and Cash Equivalents, (c) Net Working Capital Adjustment and (d) amount of Transaction Expenses.

“ Excluded Items ” means (i) any obligations under operating leases, (ii) any liability, obligation, responsibility or requirement relating to the closure or post-closure care of a waste treatment, storage, disposal or management facility or unit, including without limitation any such requirement under 40 C.F.R. Part 264 or 265, (iii) any undrawn letters of credit, surety bonds, performance bonds or similar instruments, (iv) any note or other indebtedness issued by any Target Company to any other Target Company, (v) trade payables incurred in the ordinary course of business reasonably consistent with past practice, (vi) any liability included in the determination of Net Working Capital and (vii) any liability included in Transaction Expenses.

“ Final Statement of Purchase Price ” has the meaning set forth in Section 1.3(b)(iii) .

“ Financial Statements ” has the meaning set forth in Section 2.4 .

“ Financing Sources ” means the entities that have committed to provide or arrange or otherwise entered into agreements in connection with all or any part of the Debt Financing, including the parties to any joinder agreements, indentures or credit agreements entered pursuant thereto or relating thereto, together with their respective Affiliates, and their and their respective Affiliates’ officers, directors, employees, agents and representatives and their respective successors and assigns; provided that “Financing Sources” shall not include Buyer and its Subsidiaries.

“ Fundamental Representations ” means the representations and warranties set forth in Section 2.1(a) (Organization and Qualification), Section 2.2(a) (Capitalization), Section 2.3 (Authority), and Section 2.16 (Brokers) of this Agreement.

“ Funded Indebtedness ” means, as of any date, without duplication, (a) all outstanding indebtedness for borrowed money of the Target Companies (including, without limitation, pursuant to the Credit Agreement) as of such date (other than trade payables and accrued expenses), which outstanding indebtedness for borrowed money when determined as of immediately prior to the Closing shall include any prepayment premiums, penalties or fees that are payable as a result of the prepayment of such indebtedness for borrowed money on the Closing Date and (b) the Outstanding Capital Lease Obligations as of such date. Notwithstanding the foregoing, “Funded Indebtedness” shall not include the Excluded Items.

“ GAAP ” means United States generally accepted accounting principles.

“ Governmental Entity ” means any court or tribunal or administrative, governmental or regulatory body or agency.

“ Governing Documents ” means the legal document(s) by which any Person (other than an individual) establishes its legal existence or which govern its internal affairs. For example, the “Governing Documents” of a corporation are its certificate of incorporation and bylaws, the “Governing Documents” of a limited partnership are its limited partnership agreement and certificate of limited partnership and the “Governing Documents” of a limited liability company are its operating/limited liability company agreement and certificate of formation.

“ Hazardous Substances ” means any waste, pollutant, contaminant, hazardous substance, toxic substance, hazardous waste, special waste, industrial substance or waste, petroleum or petroleum-derived substance, radioactive substance or waste, or any constituent of any such substance or waste, in each case for which liability may be imposed under any Environmental Law due to its dangerous or deleterious characteristics.

“ High Value ” has the meaning set forth in Section 1.3(b)(iv)(B) .

“ HSR Act ” has the meaning set forth in Section 2.5 .

“ Indebtedness ” means, without duplication, all liabilities and obligations of the Target Companies, including, without limitation, any applicable penalties (including with respect to any prepayment thereof), fees, interest and premiums, (i) for borrowed money, (ii) evidenced by notes, bonds, debentures, other debt securities or similar instruments, (iii) for the deferred purchase price for the acquisition of a business or real estate, including, without limitation, any earnouts or similar contingent purchase price payments, (iv) under capital leases (as determined pursuant to GAAP) (it being agreed that none of the Leases referred to in Schedule 2.17(b) constitutes a capital lease, (v) with respect to any commitments assuring any Person against a loss, but solely to the extent any such assurance against a loss is not with respect to any other or related liability of obligation of any Target Company, (vi) with respect to letters of credit, surety bonds or similar instruments, (vii) any non-compete payments that are specifically and explicitly made in connection with an acquisition of a business, (viii) in the nature of guarantees of the

obligations described in clauses (i) through (vii) above of any other Person other than a guarantee by one Target Company of the obligations of another Target Company, or (ix) of any Person (other than any other Target Company) to the extent secured by the value of any security interest on any asset of such Target Company that secures such liability. Notwithstanding the foregoing, “Indebtedness” shall not include the Excluded Items.

“ Indemnified Party ” has the meaning set forth in Section 7.3(a) .

“ Indemnity Expiration Date ” means the twenty-four (24) month anniversary of the Closing Date.

“ Insurance Policies ” has the meaning set forth in Section 2.14 .

“ Intellectual Property Rights ” means all intellectual property rights, including (a) all patents and industrial designs, together with all applications, reissues, continuations, continuations-in-part, revisions, divisionals, extensions and reexaminations in connection therewith; (b) all trademarks, service marks, designs, trade dress, logos, slogans, trade names, business names, corporate names, Internet domain names, and all other indicia of origin, all applications, registrations and renewals in connection therewith, and all goodwill associated with any of the foregoing; (c) copyrights or other works of authorship, database rights and all applications, registrations, and renewals in connection therewith; (d) all trade secrets and proprietary, know-how, technologies, processes, techniques, protocols, methods, formulae, algorithms, compositions, industrial models, and confidential information (including technical data, customer and supplier lists, pricing and cost information, and business and marketing plans and proposals); and (e) all software (including source code, executable code, databases, firmware, and related documentation).

“ Interim Financial Information ” has the meaning set forth in Section 4.3(d) .

“ ISRA ” shall mean the Industrial Site Recovery Act, N.J.S.A. 13:1K-6 et seq.

“ K&E ” has the meaning set forth in Section 9.6 .

“ Knowledge of the Company ” and words of similar effect shall mean, as of the applicable date, the actual knowledge of David M. Lusk, Ken Wunderlich, Thomas Schuck, Mario Romero, Robert Wheatley, Scott Maris, and Lou Galasso.

“ Law ” has the meaning set forth in Section 2.9(b) .

“ Lease ” or “ Leases ” has the meaning set forth in Section 2.17(b) .

“ Leased Real Property ” has the meaning set forth in Section 2.17(b) .

“ Liability ” means any liability or obligation (whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, due or to become due).

“ Lien ” means any lien, pledge, mortgage, deed of trust, security interest, option, claim, charge, right of first refusal, easement, or similar encumbrance of any kind other than pursuant to any applicable securities laws. For the avoidance of doubt, “Lien” shall not be deemed to include any license of Intellectual Property Rights.

“ Low Value ” has the meaning set forth in Section 1.3(b)(iv)(A) .

“ Loss ” has the meaning set forth in Section 7.2(a) .

“ LSRP ” means the qualified individual who has been issued a valid license pursuant to the Site Remediation Reform Act, N.J.S.A. 58:10C-1, and the implementing regulations, and who has been engaged in that capacity by the Company with respect to pending ISRA case applicable to the Rahway Facility.

“ Material Asset ” has the meaning set forth in Section 4.4(d) .

“ Material Contracts ” has the meaning set forth in Section 2.6 .

“ Management Services Agreement ” means that certain Management Services Agreement, dated as of November 25, 2008, by and among EQ Holdings, Inc., a Delaware corporation, Kinderhook Industries II, L.P., a Delaware limited partnership, Constitution Capital Partners, LLC, a Delaware limited liability company, and J.P. Morgan Investment Management Inc., a Delaware corporation.

“ Multiemployer Plan ” has the meaning set forth in Section 2.10(j) .

“ NAICS ” has the meaning set forth in Section 4.9(b)(i) .

“ Net Working Capital ” means, with respect to the Target Companies, those current assets of the Target Companies, on a consolidated basis, as of the open of business on the Closing Date that are included in the line item categories of current assets specifically identified on Exhibit B , less those current liabilities of the Target Companies, on a consolidated basis, as of the open of business on the Closing Date that are included in the line item categories of current liabilities specifically identified on Exhibit B , in each case, without duplication, and as determined in a manner strictly consistent with the Accounting Principles, applied on a basis consistent with the preparation of the Net Working Capital Example and without giving effect to the transactions contemplated by this Agreement. Notwithstanding the foregoing, “ Net Working Capital ” shall not include any deferred Tax assets or liabilities, income taxes payable or receivable, property and equipment, Cash and Cash Equivalents, Funded Indebtedness, and any fees, expenses or other liabilities incurred in connection with any financing by Buyer and its affiliates of the transactions contemplated hereby.

“ Net Working Capital Adjustment ” means the Net Working Capital minus the Target Net Working Capital.

“ Net Working Capital Example ” means the Net Working Capital as of December 31, 2013, which is attached hereto as Exhibit B .

“ NJDEP ” means the New Jersey Department of Environmental Protection.

“ Ohio Disclosure Statement Approval ” has the meaning set forth in Section 4.9(a) .

“ Ohio EPA ” means the Ohio Environmental Protection Agency.

“ Ohio TSD Facility ” means the facility occupied by Envirite of Ohio, Inc. located at 2050 Central Ave. SE, Canton, OH.

“ Order ” has the meaning set forth in Section 2.8 .

“ Outstanding Capital Lease Obligations ” means, as of any date, the outstanding liabilities of the Target Companies as would be reflected on the balance sheet of the Target Companies as of such date, as determined in accordance with GAAP in the same manner as applied in the Financial Statements solely with respect to the leases of the Target Companies that have been recorded by the Target Companies as capital leases in accordance with GAAP in the same manner as set forth in the Financial Statements.

“ Owned Real Property ” has the meaning set forth in Section 2.17(a) .

“ Party ” and “ Parties ” has the meaning set forth in the preamble.

“ Permits ” has the meaning set forth in Section 2.9(a) .

“ Permitted Liens ” means (a) mechanic’s, materialmen’s, carriers’, repairers’ and other Liens arising or incurred in the ordinary course of business for amounts that are not yet delinquent or are being contested in good faith, (b) Liens for Taxes, assessments or other governmental charges not yet due and payable as of the Closing Date or which are being contested in good faith, (c) encumbrances and restrictions on real property (including, without limitation, easements, covenants, rights of way and similar restrictions of record) and other title defects that would not reasonably be expected to have a Company Material Adverse Effect, (d) Liens securing the obligations of the Target Companies under the Credit Agreement, (e) Liens granted to any lender at the Closing in connection with any financing by Buyer of the transactions contemplated hereby, (f) zoning, building codes and other land use laws regulating the use or occupancy of real property or the activities conducted thereon which are imposed by any Governmental Entity having jurisdiction over such real property and which are not violated by the current use or occupancy of such real property or the operation of the businesses of the Target Companies or any violation of which would not reasonably be expected to have a Company Material Adverse Effect, (g) matters that would be disclosed by an accurate survey or inspection of the real property and (h) Liens described on Schedule 1.4 .

“ Person ” means an individual, partnership, corporation, limited liability company, joint stock company, unincorporated organization or association, trust, joint venture, association or other organization or entity, whether or not a legal entity, or a Governmental Entity.

“ Proceeding ” has the meaning set forth in Section 2.8 .

“ Proposed Purchase Price Calculation ” has the meaning set forth in Section 1.3(b)(i) .

“ Purchase Price Dispute Notice ” has the meaning set forth in Section 1.3(b)(i) .

“ Purchase Price ” means (a) the Enterprise Value, plus , (b) the amount of Cash and Cash Equivalents as of immediately prior to the Closing, plus (c) the Net Working Capital Adjustment (which may be a negative number), minus (d) the amount of Closing Date Funded Indebtedness (which Closing Date Funded Indebtedness (other than Outstanding Capital Lease Obligations) shall be paid on the Closing Date pursuant to Section 1.2(b)(iii) (D) hereof), minus (e) the amount of Transaction Expenses (which Transaction Expenses shall be paid on the Closing Date pursuant to Section 1.2(b)(iii) (E) hereof) plus (f) $150,000 (which represents reimbursement of certain expenses incurred by the Target Companies on behalf of Buyer).

“ Rahway Facility ” means the facility occupied by Allstate located at 923 E. Hazelwood Avenue, Rahway, New Jersey.

“ Real Property ” has the meaning set forth in Section 2.17(d) .

“ Reference Balance Sheet ” means the consolidated audited balance sheet of the Company dated as of December 31, 2013.

“ Release ” means any release, spill, emission, leaking, pumping, pouring, emptying, escaping, dumping, injection, deposit, disposal, discharge, dispersal, leaching or migration into the environment, including the abandonment or discarding of barrels, containers and other closed receptacles containing any Hazardous Substance.

“ Remedial Action ” means all actions required by Environmental Laws to (i) clean up, remove, treat, cover or in any other way remediate any Release of, or environmental contamination by, Hazardous Substances; (ii) prevent the Release of Hazardous Substances so that they do not migrate to cause substantial danger to public health or welfare or the environment; or (iii) perform studies, investigations and monitoring related to any Release of Hazardous Substances (including any post-remediation studies or monitoring).

“ Response Action ” has the meaning set forth in Section 7.4(f) .

“ Responsible Party ” has the meaning set forth in Section 7.3(a) .

“ Schedules ” has the meaning set forth in Article 2 .

“ Seller ” has the meaning set forth in the preamble.

“ Seller Affiliates ” has the meaning set forth in Section 2.21 .

“ Seller Indemnitee ” has the meaning set forth in Section 7.2(b) .

Seller Related Parties has the meaning set forth in Section 9.12 .

“ Stock Purchase ” has the meaning set forth in Section 1.1 .

“ Straddle Tax Returns ” has the meaning set forth in Section 8.2 .

“ Subsidiary ” means, with respect to any Person, any corporation, limited liability company, partnership, association, or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person or a combination thereof or (ii) if a limited liability company, partnership, association, or other business entity (other than a corporation), a majority of the partnership or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more Subsidiaries of such Person or a combination thereof and for this purpose, a Person or Persons own a majority ownership interest in such a business entity (other than a corporation) if such Person or Persons shall be allocated a majority of such business entity’s gains or losses or shall be a, or control any, managing director or general partner of such business entity (other than a corporation). The term “Subsidiary” shall include all Subsidiaries of such Subsidiary.

“ Subsidiary Shares ” has the meaning set forth in Section 2.2(c) .

“ Target Companies ” means the Company and all of the Company’s Subsidiaries.

“ Target Company Charter Documents ” has the meaning set forth in Section 2.1(c) .

“ Target Net Working Capital ” means $55,500,000.

“ Tax ” or “ Taxes ” means all federal, state, local and foreign taxes, duties, levies and other similar governmental charges, including, without limitation, income, profits, franchise, employment, transfer, withholding, property, real estate, excise, gross receipts, license, payroll, severance, stamp, occupation, premium, windfall profits, environmental (including taxes under Section 59A of the Code), customs, duties, capital stock, social security (or similar), unemployment, disability, registration, value added, alternative or add-on minimum, escheat, sales and use taxes (including interest and penalties thereon and additions thereto), or other tax of any kind whatsoever and all estimated taxes.

“ Tax Claim ” has the meaning set forth in Section 8.4 .

“ Tax Law ” means any Law (whether domestic or foreign) relating to Taxes.

“ Tax Returns ” has the meaning set forth in Section 2.15(a) .

“ Taxing Authority ” means the Internal Revenue Service and any other Governmental Entity (whether state, local or foreign) responsible for the administration of any Tax.

“ Termination Date ” has the meaning set forth in Section 6.1(b) .

“ Third Party Claim ” has the meaning set forth in Section 7.3(a) .

“ Threshold ” has the meaning set forth in Section 7.4(a) .

“ Title Report ” means all title searches, title reports, surveys, UCC-1 search reports or similar reports relating to any of the properties or other assets of any of the Target Companies, and any updates thereto, made available to Buyer or obtained or obtainable by Buyer in the course of performing due diligence.

“ Transaction Expenses ” means (without duplication and solely to the extent any of the following obligations have not been paid by the Target Companies immediately prior to the Closing, and to the extent that such obligations are not included as a current liability in the Net Working Capital) any and all (i) investment banking fees incurred by the Target Companies in connection with the Stock Purchase, (ii) Change in Control Payments, (iii) amounts that become payable at Closing to David M. Lusk pursuant to Section 4(d)(B) of that certain Employment Agreement, dated as of November 25, 2008, by and between EQ Holdings, Inc. and David M. Lusk, (iv) amounts payable by any Target Company pursuant to the Management Services Agreement and (v) legal, accounting and other expenses incurred by the Target Companies in connection with the Stock Purchase; provided that in no event will Transaction Expenses include any amounts payable by any Target Company as a result of any agreement or arrangement entered into by, or at the direction of, Buyer.

“ Transferred Personal Property Assets ” has the meaning set forth in Section 2.18(a) .

“ WARN Acts ” has the meaning set forth in Section 2.13(c) .

ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND SELLER

Except as disclosed in the disclosure schedules delivered herewith (“ Schedules ”), as a material inducement to Buyer to enter into this Agreement and to consummate the transactions contemplated herein, the Company and Seller hereby represent and warrant to Buyer as follows:

Section 2.1 Organization and Qualification .

(a) Each Target Company is duly organized, validly existing and in good standing (or the equivalent thereof) under the laws of its organization. Each Target Company has the requisite corporate (or equivalent) power and authority to own, lease and operate its properties and to carry on its business as presently conducted, except where the failure to have such power or authority has not had, and would not reasonably be expected to have a Company Material Adverse Effect.

(b) Each Target Company is duly qualified or otherwise authorized to do business as a foreign corporation or limited liability company and is in good standing (or the equivalent thereof) in each jurisdiction in which the property owned, leased or operated by such entity, or the nature of the business conducted by it, makes such qualification or licensing

necessary, except in such jurisdictions where the failure to be so duly qualified or licensed and in good standing would not reasonably be expected to have a Company Material Adverse Effect.

(c) The Company has made available to Buyer an accurate and complete copy of each Target Company’s Governing Documents (collectively, the “ Target Company Charter Documents ”), in each case, as in effect as of the date hereof.

Section 2.2 Capitalization of the Target Companies .

(a) The authorized capital stock of the Company consists of 100 shares of Common Stock, of which one (1) share, constituting the Company Shares, is issued and outstanding. The Company Shares are duly authorized, validly issued, fully paid and non-assessable. The Company Shares are owned solely and exclusively by Seller and, as of the date of this Agreement, are free and clear of all Liens other than Comerica Liens and, as of the Closing, will be free and clear of all Liens (other than, in each case, restrictions on transfer imposed by federal and state securities laws). Except as set forth in the immediately preceding sentence, (i) no equity securities of the Company, (ii) no securities of the Company convertible into or exchangeable for equity securities of the Company and (iii) no options or other rights to acquire from the Company and no obligations of the Company to issue, any equity securities or securities convertible into or exchangeable for equity securities of the Company, in each case (i.e., clauses (i), (ii) and (iii)), are outstanding.

(b) The Company does not have any Subsidiaries except as set forth on Schedule 2.2(b) .

(c) Except as set forth on Schedule 2.2(c) , all outstanding shares of stock (or other interest of equity ownership) of each of the Company’s Subsidiaries (the “ Subsidiary Shares ”) have been duly authorized and validly issued and, if applicable, are fully paid and non-assessable, and are owned, directly or indirectly, by the Company; and, as of the date of this Agreement, such Subsidiary Shares are free and clear of any Liens other than Comerica Liens and, as of the Closing, will be free and clear of any Liens (other than, in each case, restrictions on transfer imposed by federal and state securities laws). Except for the Subsidiary Shares owned, directly or indirectly, by the Company, (i) no equity securities of any of the Company’s Subsidiaries are issued and outstanding, (ii) no securities of any of the Company’s Subsidiaries are convertible into or exchangeable for equity securities of any of the Company’s Subsidiaries, (iii) no options or other rights to acquire from any of the Company’s Subsidiaries and no obligations of any of the Company’s Subsidiaries to issue, any equity securities or securities convertible into or exchangeable for equity securities of any of the Company’s Subsidiaries, in each case (i.e., clauses (i), (ii) and (iii)), are outstanding, and there are no agreements, covenants or obligations to issue any of the same.

Section 2.3 Authority . The Company and Seller have the requisite corporate (or equivalent) power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate (or equivalent) action on the part of the Company and Seller, and no

other corporate (or equivalent) proceedings are necessary to authorize this Agreement or for the Company to consummate the transactions contemplated hereby. This Agreement has been executed and delivered by each of Seller and the Company and constitutes a valid, legal and binding agreement of each of Seller and the Company, enforceable against each of Seller and the Company in accordance with its terms, except (a) to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other laws affecting the enforcement of creditors’ rights generally and (b) that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding thereof may be brought.

Section 2.4 Financial Statements . The Company has delivered to Buyer accurate and complete copies of the following financial statements (such financial statements, the “ Financial Statements ”):

(a) the audited consolidated balance sheet of EQ Holdings, Inc. and its Subsidiaries (other than Allstate and its Subsidiaries) as of December 31, 2012 and the related statements of operations, changes in stockholder’s equity and cash flows for the year ended December 31, 2012; and

(b) the audited consolidated balance sheet of EQ Holdings, Inc. and its Subsidiaries as of December 31, 2013 and the related consolidated statements of operations and cash flows for the twelve (12)-month period then ended.

The Financial Statements (i) have been prepared, in all material respects, in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, except as may be indicated in the notes thereto and except, in the case of unaudited Financial Statements, for the absence of footnotes and subject to normal year-end adjustments, and (ii) fairly present, in all material respects, the consolidated financial position of the Target Companies as of the dates thereof and the consolidated results of operations for the periods then ended (subject, in the case of the unaudited interim Financial Statements, to the absence of footnotes and to normal year-end adjustments).

Section 2.5 Consents and Approvals; No Violations . Except for (a) filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “ HSR Act ”), (b) the consents and approvals of Governmental Entities set forth on Schedule 2.5 , and/or (c) as may be necessary as a result of any facts or circumstances relating solely to Buyer or any of its Affiliates, no material filing with or material notice to, and no material permit, authorization, consent or approval of, or material order of, any Governmental Entity is necessary for the execution and delivery by the Company or Seller of this Agreement or the consummation by the Company and Seller of the transactions contemplated hereby. Neither the execution, delivery and performance of this Agreement by the Company or Seller nor the consummation by the Company and Seller of the transactions contemplated hereby will (A) conflict with or result in any breach of any provision of the Target Company Charter Documents; (B) except as set forth on Schedule 2.5 , result in a material violation or material breach of, or cause acceleration, or constitute (with or without due notice or lapse of time or both) a material default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or

provisions of any Material Contracts or require any of the Target Companies to obtain any material consent, approval, authorization or action of, or give any notice to, any Person under any Material Contract; (C) violate any material Law or Order of any Governmental Entity having jurisdiction over any Target Company or any of its properties or assets; or (D) result in the creation of any Liens upon the Company Shares or the Subsidiary Shares.

Section 2.6 Material Contracts . Except as set forth on Schedule 2.6 (collectively, the “ Material Contracts ”) and except for this Agreement and except for any Lease, as of the date hereof, none of the Target Companies is a party to or bound by any:

(a) Contract for the employment of any officer or other employee on a full-time, part-time, or other basis providing annual compensation in excess of $350,000;

(b) Contract with any of its current or former employees, directors or consultants that requires (i) a Change in Control Payment or (ii) any sale, “stay-around,” “change of control,” retention, severance or similar bonuses or payments to current or former directors, officers, employees or consultants payable by any Target Company and agreed to by any Target Company on or before Closing where at least one of the conditions to such bonuses or payments is the closing of the transactions contemplated by this Agreement;

(c) Contract evidencing any Indebtedness (other than any intercompany loans and indebtedness between the Target Companies, and any arrangements between the Target Companies and Seller or any of its Affiliates that are repaid or terminated at or prior to the Closing) except for Indebtedness for an amount less than $500,000;

(d) lease under which any Target Company is lessee of or holds or operates any tangible property (other than Leased Real Property), owned by any other Person, except for any lease under which the aggregate annual rental payments do not exceed $500,000;

(e) lease under which any Target Company is lessor of or permits any third party to hold or operate any tangible property (other than Leased Real Property), owned or controlled by such Target Company, except for any lease under which the aggregate annual rental payments do not exceed $500,000;

(f) Contract or group of related Contracts (excluding (i) purchase orders and (ii) Contracts cancellable without penalty with ninety (90) days’ notice or less) with the same Person or group of its Affiliates that the Company reasonably expects will result in payment or receipt by any of the Target Companies in excess of $500,000 annually;

(g) Contract or commitment limiting or restricting the ability of any Target Company, in any material respect, from engaging in or competing in any line of business in any territory;

(h) Contract with any labor organization representing any employee of any Target Company or with any association of employees for purposes of collective bargaining;

(i) joint venture or similar agreement pursuant to which any Target Company has any future obligation in excess of $500,000 (other than non-binding teaming agreements entered by any Target Company in the ordinary course of business);

(j) Contract that provides for any Person to be the exclusive or preferred provider of any product or service, or the exclusive or preferred recipient of any product or service during any period;

(k) Contract granting to any Person an option or a first refusal or similar preferential right to purchase or acquire any material asset of the business of any Target Company;

(l) guarantee or similar agreement, in each case, pursuant to which any of the Target Companies guarantees the obligations of any third party for an amount in excess of $500,000 in the aggregate (other than (i) guarantees by a Target Company of the obligations of another Target Company and (ii) indemnification by a Target Company of its customer with respect to a subcontractor’s obligations to perform under any Material Contract);

(m) Contract under which a Target Company grants or receives a license of any Intellectual Property Rights (other than licenses for commercially available off-the-shelf software with a replacement cost and/or total annual license or maintenance fees in excess of $250,000);

(n) Contract pursuant to which any of the Target Companies has any continuing indemnity or similar obligations or undertakings to any third Person in respect of the sale of a business to such third Person; or

(o) Contract that is a settlement, conciliation or similar agreement (i) with any Governmental Entity entered into any time during the prior two (2) years (ii) that will require any of the Target Companies to pay consideration to any Person for amounts in excess of $500,000 in the aggregate or (iii) that will require any of the Target Companies to take any time after the date hereof or refrain from taking any material action or modify their behavior after the date of this Agreement.

There have been made available to Buyer true and complete copies of all of the Material Contracts. Except as set forth on Schedule 2.6 , each Material Contract is valid and binding on the applicable Target Company and, to the Knowledge of the Company, on the other parties thereto and is in full force and effect. Except as set forth on Schedule 2.6 , (i) none of the Target Companies is in default in any material respect under any Material Contract, nor does any condition exist that with notice or lapse of time or both would constitute such a material default thereunder; and (ii) to the Knowledge of the Company, no other party to any Material Contract is in default thereunder in any material respect, nor does any condition exist that with notice or lapse of time or both would constitute such a material default thereunder by any such party. Notwithstanding the foregoing, the representations and warranties contained in this Section 2.6 do not apply to Employee Plans, Environmental Laws, Labor Matters or Taxes.

Section 2.7 No Undisclosed Liabilities; Absence of Changes .

(a) Except for (i) Indebtedness and other liabilities reflected in the Financial Statements (including the notes thereto), (ii) Liabilities that have arisen since December 31, 2013, incurred in the ordinary course of business (for purposes of clause (ii), none of which is a material liability resulting from breach of contract, breach of warranty, violation of Law or environmental Liability or clean-up obligation), (iii) Indebtedness to be paid off in full on or prior to the Closing or (iv) as set forth on Schedule 2.7(a) , no Target Company has material Liabilities that would be required by GAAP to be reflected on a consolidated balance sheet of the Target Companies (including the notes thereto) except for liabilities and obligations which would not, individually or in the aggregate exceed $2,500,000. Notwithstanding the foregoing, the representations and warranties contained in this Section 2.7(a) do not apply to Employee Plans, Environmental Laws, Intellectual Property Rights, labor matters or Taxes.

(b) Except in connection with the transactions contemplated by this Agreement, during the period beginning on January 1, 2014 (i) through the date hereof, there has not been any Company Material Adverse Effect, (ii) the business of the Target Companies has been operated, in all material respects, in the ordinary course consistent with past practice and, except as set forth on Schedule 2.7(b) , none of the following has occurred:

(i) any damage, destruction or other casualty loss (to the extent not covered by insurance) affecting the business or assets of any Target Company in excess, in the aggregate for all such losses, of $500,000;

(ii) any material change in any method of accounting or accounting practice by the Target Companies, except for any change required by reason of a change in GAAP;

(iii) change in or making or revocation of any material Tax election, change in any material Tax accounting period, or change in any material Tax accounting method, in each case, with respect to a Target Company;

(iv) any (A) material increase in the salary, bonus or fringe benefits or other compensation (other than increases in the ordinary course of business consistent with past practice or pursuant to contractual obligations disclosed to Buyer prior to the date of this Agreement) of any of its employees; (B) the entering into by a Target Company of any employment, severance or similar Contract with any of its employees or any collective bargaining agreement, in each case, that would constitute a Material Contract; (C) the adoption, amendment or material increase in payments to or benefits under any Employee Plan; or (D) except in the ordinary course of its business reasonably consistent with past practice, the grant of any bonus, whether monetary or otherwise, to any of its employees, officers, directors, independent contractors or consultants;

(v) any declaration or payment of any dividends or distributions (other than to a Target Company) with respect to equity securities of any Target Company or any redemption of any equity securities of any Target Company (other than a redemption from another Target Company);

(vi) except in the ordinary course of its business consistent with past practice (A) any sale, transfer, assignment, abandonment, license, lease or any other disposal of any Target Company’s property or assets which property and assets have a value in excess of $500,000; (B) the determination to close any sites or significant facilities; (C) the acquisition of all or any part of the properties, capital stock or business of any other Person; or (D) the cancellation of any Indebtedness with a value in excess of $500,000;

(vii) any amendment to any Target Company Charter Documents;

(viii) any split, combination or reclassification of any Company Shares or Subsidiary Shares;

(ix) any issuance, sale or other disposal of any capital stock or other equity interests of any of the Target Companies or the grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) of any capital stock or other equity interests of any of the Target Companies;

(x) the redemption, purchase or acquisition of any capital stock or other equity interests of any of the Target Companies;

(xi) any material change in the Target Companies’ cash management practices or their policies, practices and procedures with respect to the collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits;

(xii) any capital investment in any other Person in excess of $500,000; or

(xiii) any Contract to do any of the foregoing.

Section 2.8 Litigation . Except with respect to environmental matters, which are treated separately in Section 2.11 , and except as set forth on Schedule 2.8 (i) there is no suit, litigation, complaint, arbitration, claim, action, cause of action, grievance, investigation, including hearings, or legal or arbitral proceedings or other proceeding (each, a “ Proceeding ”) pending or, to the Knowledge of the Company, threatened in writing against any Target Company before any court, arbitrator or Governmental Entity which has had or would have a Company Material Adverse Effect. Except as disclosed on Schedule 2.8 , there are no outstanding material orders, judgments, injunctions, awards, determinations, settlements, decrees or writs (collectively, “ Orders ”) of any Governmental Entity against any of the Target Companies other than Orders in connection with the ordinary course operation of the business of the Target Companies.

Section 2.9 Permits; Compliance with Laws .

(a) (i) The Target Companies have all authorizations, approvals, orders, consents, waivers, rights, licenses, certificates, permits, exemptions, registrations and qualifications of, and have made all required registrations with, any Governmental Entity that are material to the conduct of the business, or the use of any material properties, as such business and properties are currently conducted and used by the Target Companies (other than permits relating to compliance with Environmental Laws, which are addressed separately in Section 2.11 ) (collectively, the “ Permits ”), (ii) all such Permits are valid and in full force and effect, (iii) there is no Proceeding to revoke, limit or modify any of such Permits, or is pending or, to the Knowledge of the Company, threatened in writing, (iv) no loss or expiration of any such Permit is pending or, to the Knowledge of the Company, threatened (including as a result of the transactions contemplated herein), other than by reason of expiration of such Permit in the ordinary course (and for which the Target Companies expect to obtain a replacement Permit prior to or substantially simultaneously with such expiration), and (v) the Target Companies are in material compliance with all terms and conditions of such Permits. Schedule 2.9(a) sets forth a true and complete list of all Permits held by the Target Companies.

(b) Each Target Company is in compliance, in all material respects with all applicable laws, statutes, codes, ordinances, rules, regulations and other requirements promulgated by any Governmental Entity, (collectively, “ Laws ”) and Orders which, to the Knowledge of the Company, apply to the conduct of such Target Company’s business. No Target Company has received, during the previous twelve (12) months, any notice in writing of the institution against such Target Company of any civil, criminal or administrative Proceeding by any Governmental Entity, with respect to any aspect of the business, affairs, properties or assets of such Target Company. Notwithstanding the foregoing, the representations and warranties contained in this Section 2.9 do not apply to Employee Plans, Environmental Laws, Intellectual Property, labor matters, taxes or intellectual property infringement laws.

Section 2.10 Employee Plans .

(a) Schedule 2.10 lists each employee benefit plan (as such term is defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”)) and any other bonus, profit sharing, pension, retirement, “401(k)”, savings, deferred compensation, life insurance, health insurance, tuition refund, company car or car allowance, scholarship, housing or living allowance, relocation, disability, sick pay, sick leave, accrued leave, vacation, holiday and each other material employee benefit plan, program or arrangement, severance agreement and agreement providing for a Change in Control Payment maintained by any Target Company, including without limitation, (i) “tax-qualified” or “non tax-qualified” defined contribution or defined benefit plans or arrangements which are employee pension benefit plans (as defined in Section 3(2) of ERISA, (ii) deferred compensation or bonus or retirement plans or arrangements, (c) employee welfare benefit plans (as defined in Section 3(1) of ERISA, stock option or stock purchase plans, or material fringe benefit or other material benefit plans or programs (the “ Employee Plans ”). Except as set forth in Schedule 2.10 , none of the Target Companies maintains or contributes to, or has any liability with respect to, any employee welfare benefit plan or other arrangement which provides health, accident or life insurance benefits to former employees, their spouses or dependents, other than in accordance with

Section 4980 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder (the “ Code ”) or other applicable Law.

(b) The Employee Plans have been maintained, funded and administered in all material respects in accordance with their terms and are in material compliance with applicable law, including without limitation ERISA and the Code. Each Employee Plan intended to meet the requirements of a “qualified plan” under Section 401(a) of the Code has either received a favorable determination letter from, or may rely on a favorable opinion letter issued by, the Internal Revenue Service.

(c) All required reports and descriptions (including Forms 5500), Annual Return/Report of the Employee Plan, Summary Annual Reports and Summary Plan Descriptions) with respect to the Employee Plans have been properly and timely filed in all material respects with the appropriate Governmental Entities and distributed to participants as required. The Target Companies have complied with the requirements of COBRA, in all material respects.

(d) With respect to each Employee Plan, except as set forth in Schedule 2.10 , all contributions which are due (including all employer contributions and employee salary reduction contributions) have been paid to such Employee Plan on a timely basis, all contributions for prior plan years which are not yet due and with respect to the current plan year for the period ending on the date hereof have been made or accrued in according with the basis of accounting described in the Company financial statements, and, with respect to each Employee Plan that provides employee welfare benefits, all premiums or other payments which are due have been paid on a timely basis.

(e) Except as set forth in Schedule 2.10 , none of the Target Companies has incurred any Liability to the Pension Benefit Guaranty Corporation or the Internal Revenue Service, or any multiemployer plan or otherwise with respect to any employee pension benefit plan currently or previously maintained or contributed to by members of the controlled group of companies (as defined in Section 414(b) and (c) of the Code) that includes or included any of the Target Companies that has not been satisfied in full.

(f) With respect to each Employee Plan, and except for any action or inaction that would not reasonably be expected to result in material liability to any of the Target Companies, (i) there have been no prohibited transactions as defined in Section 406 of ERISA or Section 4975 of the Code, (ii) no fiduciary (as defined in Section 3(21) of ERISA) has any liability for breach of fiduciary duty or any other failure to act or comply in connection with the administration or investment of the assets of such plans, and (iii) no actions, investigations, suits or claims with respect to the assets thereof (other than routine claims for benefits) are pending or threatened in writing.

(g) With respect to each Employee Plan, the Company has made available to the Buyer true and complete copies of (i) the plan documents, summary plan descriptions and summaries of material modifications and other material employee communications, (ii) the most recent determination letter or opinion letter received from the Internal Revenue Service or provided by the plan sponsor, (iii) the Form 5500, Annual Return/Report of the Employee Plan

(including all schedules and attachments for the most recent three years), (iv) all related trust agreements, insurance contracts or other funding agreements which implement such plans, and (v) to the extent in the Company’s possession, all Contracts relating to each such plan, including without limitation, service provider agreements, insurance contracts, investment management agreements and recordkeeping agreements.

(h) Except as set forth in Schedule 2.10 , neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will: (i) entitle any individual to severance benefits, unemployment compensation, Change in Control Payment or any other payment; (ii) increase the amount of compensation due by the Target Companies to any individual or forgive indebtedness owed to the Target Companies by any individual; (iii) result in any benefit or right of any employee, officer, director or independent contractor of the Target Companies in his or her capacity as such, becoming established or increased, or accelerate the time of payment or vesting of any such benefit; or (iv) require the Target Companies to transfer or set aside any assets to fund or otherwise provide for any benefits for any individual.

(i) Each Employee Plan that is a “nonqualified deferred compensation plan” (as defined in Section 409A(d)(1) of the Code) satisfies in form and operation in all material respects the requirements of Sections 409A(a)(2), 409A(a)(3) and 409A(a)(4) of the Code and the guidance thereunder (and has satisfied such requirements in all material respects for the entire period during which Section 409A of the Code has applied to such Employee Plan).

(j) Except as set forth in Schedule 2.10 , none of the Target Companies contributes to, or has contributed to or has any actual or potential liability with respect to any multiemployer plan (as defined in Section 3(37) of ERISA) (each, a “ Multiemployer Plan ”). Except as set forth in Schedule 2.10 , none of the Target Companies has incurred and does not expect to incur any withdrawal liability with respect to any such Multiemployer Plan. To the Knowledge of the Company, no Multiemployer Plan (i) has filed a notice of reorganization, insolvency or termination under Section 4041A of Title IV of ERISA, (ii) is in “at risk” status within the meaning of Section 430(i) of the Code, or (iii) is in “endangered status” or “critical status” within the meaning of Section 432(b) of the Code. The Target Companies have made all required contributions to any Multiemployer Plan when due.

(k) Notwithstanding anything contained herein to the contrary, this Section 2.10 contains the sole and exclusive representations and warranties of the Company and Seller with respect to any Employee Plan.

Section 2.11 Environmental Matters .

(a) Except as set forth on Schedule 2.11 :

(i) each Target Company is, and to the Knowledge of the Company, at all times during the last three (3) years has been, in compliance in all material respects with all Environmental Laws;

(ii) each Target Company holds, and to the Knowledge of the Company (and to the extent applicable) at all times during the last three (3) years has

held, all material Permits that are required pursuant to Environmental Laws for its operations as presently conducted (“ Environmental Permits ”), and all such Environmental Permits are in full force and effect in all material respects;

(iii) to the Knowledge of the Company, each Target Company has taken all material actions required to maintain the effectiveness of their respective Environmental Permits, including the timely submission of applications for renewal or reissuance of such Environmental Permit;

(iv) no Proceeding to revoke, limit or modify any of such Environmental Permits in any material respect has been served upon any of the Target Companies, or is pending, or to the Knowledge of the Company is threatened;

(v) each Target Company is, and to the Knowledge of the Company, at all times during the past three (3) years has been, in compliance in all material respects with all terms and conditions of such Environmental Permits;

(vi) no Target Company is subject to any outstanding Order pursuant to Environmental Laws or Environmental Proceeding that is currently pending or, to the Knowledge of the Company, to any threatened investigation by any Governmental Entity or other Person that could reasonably be expected to result in the assertion of a material claim arising under Environmental Laws against such Target Company;

(vii) no Target Company has, during the past twelve (12) months, received any written notice from a Governmental Entity regarding any actual or alleged material violation of, or material liability (including any obligation to undertake any material Remedial Action) under, Environmental Laws with respect to its business, properties or facilities;

(viii) no Hazardous Substances have been Released by the Target Companies or, to the Knowledge of the Company, any other Person, or to the Knowledge of the Company otherwise exist at, on or under any Owned Real Property or real property subject to a Lease in a quantity or manner that has resulted in contamination, including of the soil, groundwater or surface water, and that requires any of the Target Companies to undertake any material Remedial Action or has resulted or would otherwise reasonably be expected to result in the assertion of a material Proceeding under any Environmental Law against any of the Target Companies;

(ix) none of the Target Companies have generated treated, stored, disposed of, transported or arranged for transportation or disposal of, or exposed any Person to, any Hazardous Substance in a manner that has resulted in the assertion of a material Environmental Proceeding against any of the Target Companies that remains unresolved;

(x) no Target Company has expressly assumed or provided an indemnity that is unexpired with respect to any material liability (including any obligation to undertake any material Remedial Action) of any other Person relating to Environmental Laws, except (A) for any indemnities set forth in service contracts or

agreements or customer purchaser orders (collectively, “ Customer Service Contracts ”) entered into between such Target Company and its customers under which such Target Company must indemnify, defend or hold harmless or otherwise be held liable to such customers for any material claims arising under Environmental Laws resulting from the services provided by such Target Company pursuant to such Customer Service Contract, or (B) as set forth in any lease agreements or credit agreements;

(xi) There are no above ground or underground storage tanks, asbestos containing materials or transformers containing or contaminated with Polychlorinated Biphenyls at, on, about or beneath any of the owed, operated or leased property listed on Schedule 2.17(a) and Schedule 2.17(b) , in each case that would reasonably be expected to give rise to any material Liabilities under any Environmental Law for any of the Target Companies; and

(xii) The Target Companies have made available to Buyer complete and accurate copies of all Environmental Assessments in their possession or under their reasonable control.

(b) Notwithstanding anything contained herein to the contrary, this Section 2.11 contains the sole and exclusive representations and warranties of the Company and Seller with respect to any environmental, health, or safety matters, including, without limitation, any arising under any Environmental Laws or with respect to Hazardous Substances, Environmental Permits, Environmental Proceedings, Releases or Remedial Actions.

Section 2.12 Intellectual Property .

(a) Schedule 2.12(a) lists each of the following owned by any of the Target Companies: (i) United States and non-United States patents, patent applications, registered trademarks and service marks, and registered copyrights and applications to register trademarks; (ii) Internet domain names, and (iii) software where the development or acquisition cost for the source code exceeded $100,000.

(b) Except as set forth on Schedule 2.12(b) , to the Knowledge of the Company: (i) the Target Companies own or have a valid license or other right to use all Intellectual Property Rights necessary for the operation of the Target Companies’ business as currently conducted (collectively, the Company Intellectual Property Rights ”), free and clear of all Liens other than Permitted Liens or any Lien provided for in any Contract listed in Schedule 2.12(a) that evidences or grants any Company Intellectual Property Rights; (ii) the Target Companies are not infringing upon, misappropriating or otherwise violating any Intellectual Property Rights of any third party; (iii) no third party is infringing upon, misappropriating or otherwise violating any Intellectual Property Rights owned by the Target Companies; and (iv) no Proceeding is pending, or, to the Knowledge of the Company, threatened, before any Governmental Entity against any Target Company challenging the enforceability or validity of any Intellectual Property Rights owned by such Target Company or alleging that the Intellectual Property Rights owned by the Target Companies infringes the Intellectual Property Rights of any third party.

(c) During the past three (3) years, none of the Target Companies has received a written demand, claim, notice or inquiry from any Person that challenges or threatens to challenge the validity or enforceability of or the rights of any of the Target Companies in any Company Intellectual Property Rights. To the Knowledge of the Company, the Company Intellectual Property Rights are not subject to any outstanding Orders or settlements restricting the use thereof.

(d) The computer systems, including the software, firmware, hardware, networks, interfaces, platforms and related systems owned, leased or licensed by the Target Companies (collectively, the “ Company Systems ”) in the conduct of the Target Companies’ business as currently conducted are, in the judgment of the Target Companies, sufficient in all material respects for such business. In the last twelve (12) months there has been no matter or event affecting any such Company System that has caused a material substantial disruption in the use of the Company Systems.

Section 2.13 Labor Matters .

(a) Schedule 2.13(a) sets forth a list of each collective bargaining agreement and each collective bargaining relationship to which any of the Target Companies are a party or otherwise bound.

(b) Each Target Company that is a signatory to a collective bargaining agreement is in all material respects in compliance with the terms thereof, and is not engaging, in any unfair labor practice. Each Target Company is in compliance with all laws applicable to it respecting employment and employment practices, terms and conditions of employment and wages and hours, except for instances of non-compliance that would not have a Company Material Adverse Effect. Except as set forth on Schedule 2.13(b) , (a) to the Knowledge of the Company there are no union organizing activities underway or threatened with respect to the employees of any Target Company; (b) no unfair labor practice complaint against any Target Company is pending before the National Labor Relations Board, or to the Knowledge of the Company, has been threatened; (c) there is no labor strike, work slowdown or stoppage pending or, to the Knowledge of the Company, threatened against or involving any Target Company; (d) no material grievance or material arbitration proceeding arising out of or under any collective bargaining agreement with respect to employees of any Target Company is pending, and no claim therefor has been asserted; (e) no union certification or decertification petition has been filed and served on the Target Company; and (e) there are no material labor or employment Proceedings pending, or to the Knowledge of the Company, threatened, between any Target Company and any of such applicable entity’s employees or former employees or their respective collective bargaining representatives.

(c) Within the past three (3) years, no Target Company has implemented any plant closing or layoff of employees in material non-compliance with the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any other similar Law (the “ WARN Acts ”).

(d) Schedule 2.13(d) contains a true and complete list (i) of the employees (by name or ID#) employed by the Target Companies as of March 31, 2013 and (ii) the cash compensation paid by the Target Companies to each such employee for the calendar year 2013.

(e) Notwithstanding anything contained herein to the contrary, this Section 2.13 and Section 2.10 above contain the sole and exclusive representations and warranties of the Company and Seller with respect to labor and employment matters.

Section 2.14 Insurance . Schedule 2.14 contains a list of all policies of fire, liability, workers’ compensation, property, casualty and other forms of insurance owned or held by the Target Companies as of the date of this Agreement (“ Insurance Policies ”). All such Insurance Policies are, as of the date of this Agreement, in full force and effect, all premiums with respect thereto covering all periods up to and including the Closing Date will have been paid, and the Target Companies have complied in all material respects with the provisions of such Insurance Policies. Except as set forth in Schedule 2.14 , no Target Company has received any written notices from any issuer of any of their Insurance Policies canceling or amending any of Insurance Policies, increasing any deductibles or retained amounts thereunder, increasing premiums payable thereunder, or notifying such Target Company that it is in default of such policy. There is no claim by any Target Company pending under any of such Insurance Policies as to which coverage has been denied or disputed in writing by the underwriters or in respect of which the underwriters have reserved their rights. The Target Companies do not have any self-insurance or co-insurance programs. Correct and complete copies of all such Insurance Policies required to be listed in Schedule 2.14 have been made available to Buyer.

Section 2.15 Tax Matters .

(a) Filing and Payment . Each Target Company has prepared and duly filed with the appropriate Taxing Authorities all tax returns, information returns, statements, forms and reports (each a “ Tax Return ” and, collectively, the “ Tax Returns ”) required to be filed prior to the date hereof with respect to such Target Company and has timely paid all material Taxes owed or payable by it, including Taxes which such Target Company is obligated to withhold. All Tax Returns filed prior to the date hereof with respect to each Target Company are accurate, complete and correct in all material respects.

(b) Procedure and Compliance . Except as set forth on Schedule 2.15(b) :

(i) No Target Company has received any written notice from any Taxing Authority relating to any issue which would materially affect the Tax liability of such Target Company after the date hereof.

(ii) Each Target Company has complied in all material respects with all applicable Laws relating to the payment and withholding of Taxes and has duly and timely withheld and paid over to the appropriate Taxing Authority all amounts required to be so withheld and paid under all applicable Laws.

(iii) No Target Company has entered into an agreement or waiver extending any statute of limitations relating to the payment or collection of any material

amount of Taxes of such Target Company to a date after the date hereof or agreed to any extension of time with respect to a Tax assessment or deficiency.

(iv) No written claim has been made by any Taxing Authority within the past three (3) years in a jurisdiction where any Target Company does not file Tax Returns that a Target Company is or may be subject to a material amount of taxation by that jurisdiction.

(v) All deficiencies asserted or assessments made as a result of any examinations by any Taxing Authority of the Tax Returns of, or including, any Target Company have been fully paid. No federal, state, local or foreign audits, examinations, investigations or other administrative proceedings or court proceedings are presently pending with regard to any Taxes or Tax Returns filed by or on behalf of any Target Company. No Target Company has received from any Taxing Authority (including jurisdictions where any Target Company has not filed Tax Returns) any written or, to the Knowledge of the Company, any verbal (i) notice indicating an intent to open an audit or other review, (ii) request for information related to Tax matters, or (iii) notice of deficiency or proposed adjustment for any amount of Tax proposed, asserted or assessed by any Taxing Authority against any Target Company.

(vi) None of any Target Company or any other Person on any Target Company’s behalf has (i) agreed to, is required to or has any application pending requesting permission to, make any adjustment pursuant to Section 481(a) of the Code or any similar provision of Tax Law or has any knowledge that any Taxing Authority has proposed any such adjustment, (ii) executed or entered into a closing agreement pursuant to Section 7121 of the Code or any similar provision of Tax Law with respect to any Target Company, (iii) requested any extension of time within which to file any Tax Return, which such Tax Return has since not been filed, (iv) granted any extension for the assessment or collection of Taxes, which such Taxes have not since been paid or (v) granted to any Person any power of attorney that is currently in force with respect to any Tax matter.

(vii) The Company is not, nor has it been, nor will be a “U.S. real property holding corporation” within the meaning of Section 897 of the Code during the five-year period ending on the Closing Date.

(viii) No Target Company is a party to any Tax sharing, allocation, indemnity or similar agreement or arrangement (whether or not written) pursuant to which it will have any obligation to make payments after the Closing.

(c) Certain Transactions . Prior to the date hereof, no Target Company has (i) been a member of any affiliated, consolidated, combined or unitary group for purposes of filing Tax Returns (other than any such group the common parent of which was the Company), (ii) participated in a “reportable transaction” within the meaning of Treasury Regulations Section 1.6011-4(b), or (iii) constituted either a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code. No Target Company will be

required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any: (i) installment sale or open transaction disposition made on or prior to the Closing Date; (ii) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local or foreign income Tax Law, (iii) prepaid amount received on or prior to the Closing Date, or (iv) election under Section 108(i) of the Code.

(d) Excess Parachute Payments . Except as set forth in Schedule 2.15(d) , no Target Company is a party to any agreement, contract, arrangement or plan that has resulted or could result, separately or in the aggregate, in the payment of any “excess parachute payment” within the meaning of Section 280G of the Code (or any corresponding provision of state, local or foreign Tax Law); provided , however , that the foregoing shall not apply with respect to any agreement entered into between any Target Company and any employee thereof that has been or will be negotiated by Buyer in connection with the transactions contemplated hereby.

(e) Notwithstanding anything contained herein to the contrary, this Section 2.15 and Section 2.7(b)(iii) contain the sole and exclusive representations and warranties of the Target Companies with respect to Taxes.

Section 2.16 Brokers . No broker, finder or investment banker, other than Stifel, Nicolaus & Company, Incorporated, is entitled to any broker’s, finder’s or investment banker’s fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by and on behalf of Seller or the Company.

Section 2.17 Real Property .

(a) Owned Real Properties . Schedule 2.17(a) sets forth the address and description of each real property owned by any Target Company (the “ Owned Real Property ”). With respect to each Owned Real Property, except as set forth in Schedule 2.17(a) : (i) the applicable Target Company has good and marketable fee simple title to such Owned Real Property, which shall be free and clear of all Liens as of the Closing Date, except Permitted Liens; (ii) no Target Company has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; (iii) other than the right of Buyer pursuant to this Agreement, there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein; and (iv) no Target Company is a party to any agreement or option to purchase any real property or interest therein relating to the business of such Target Company.

(b) Leased Real Properties . Schedule 2.17(b) sets forth a list of the address of each real property (“ Leased Real Property ”) to which any Target Company is a party, whether as lessee or lessor, as of the date hereof for which annual Lease payments exceed $500,000 (each, a “ Lease ” and, collectively, the “ Leases ”), which such list includes a description of all amendments, extensions, renewals, guarantees and other agreements with respect thereto, and including the date and name of the parties to such Leases. Except as set forth on Schedule 2.17(b) , with respect to each of the Leases: (i) such Lease is valid and binding on the applicable Target Company and is in full force and effect; (ii) except as may be permitted under

such Lease, the Target Companies’ possession and quiet enjoyment of the Leased Real Property has not been materially disturbed, and to the Knowledge of the Company, there are no material disputes with respect to such Lease; (iii) none of the Target Companies nor, to the Knowledge of the Company, any other party to such Lease, is in breach or default under such Lease, no event has occurred or circumstance exists which, with due notice or the passage of time or both, would constitute such a material breach or default by any Target Company or, to the Knowledge of the Company, any other party to such Lease, or permit the termination, modification or acceleration of rent by the landlord or lessor under any such Lease and no party to any such Lease has given any of the Target Companies written notice of or made a claim with respect to any material breach or default, the consequences of which, individually or in the aggregate, would result in any landlord or lessor under such Lease having the right to terminate such Lease; (iv) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect to a breach or default under such Lease which has not been redeposited in full; (v) no Target Company owes, or will owe in the future, any brokerage commission or finder’s fees with respect to such Lease; (vi) the Target Companies have not subleased, licensed or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; (vii) the Target Companies have not collaterally assigned or granted any other security interest in such Lease or any interest therein; and (viii) there are no material Liens on the estate or interest created by such Lease, other than Permitted Liens.

(c) Condemnation . None of the Target Companies has received written notice of and there is no pending and, to the Knowledge of the Company, no threatened or contemplated condemnation proceeding affecting any Real Property (as defined below), nor any sale or other disposition of the Real Property or any part thereof in lieu of condemnation.

(d) Real Property . The Owned Real Property identified in Schedule 2.17(a) , the Leased Real Property identified in Schedule 2.17(b) and the leasehold improvements thereon (collectively, the “ Real Property ”) comprise all of the real property from which the business of the Target Companies is principally conducted.

Section 2.18 Title; Sufficiency of Assets.

(a) Other than Real Property, which is addressed in Section 2.17 , and Intellectual Property Rights which is addressed in Section 2.12 , the Target Companies own and have good title or a valid leasehold interest in or other enforceable right to use all of the material properties and assets reflected on the Reference Balance Sheet or acquired thereafter (except for properties or assets disposed of, or subject to purchase or sales orders, in the ordinary course of business consistent with past practice since the date of the Reference Balance Sheet) (such personal property, other than Intellectual Property Rights, being referred to herein as the “ Transferred Personal Property Assets ”), in each case free and clear of any Liens (except for Permitted Liens and Comerica Liens). Subject to the receipt of the consents referred to in Section 2.5 , immediately after giving effect to the Closing, the Target Companies will continue to have good title or a valid leasehold interest in all of the Transferred Personal Property Assets, free and clear of any Liens (other than Permitted Liens).

(b) Subject to the receipt of the consents listed on Schedule 2.5 , the Transferred Personal Property Assets, together with other assets owned by the Target

Companies at Closing, constitute all of the properties and assets (tangible and intangible) used by the Target Companies in the conduct of their business as currently conducted.

Section 2.19 Powers of Attorney . Except as set forth in powers of attorney granted in financing documents, none of the Target Companies has given any power of attorney or similar authority that remains in force and no Person, as agent or otherwise, is entitled or authorized to bind or commit any of the Target Companies in any way (other than its directors and officers in the ordinary course of that Target Company’s business).

Section 2.20 Customers and Suppliers . Set forth in Schedule 2.20 is a true, complete and correct list of the top ten customers and suppliers of the Target Companies by dollar volume of sales and purchases, respectively, for each of the fiscal years ended December 31, 2012 and December 31, 2013. Since December 31, 2013, none of the Target Companies has received any written notice from any such supplier to the effect that such supplier will stop, materially decrease the rate of, or materially and adversely change the terms (whether related to payment, price or otherwise) with respect to, supplying materials, products or services to the Target Companies. Since December 31, 2013, none of the Target Companies has received any notice from any such customer to the effect that such customer will stop, or materially decrease the rate of, buying products or services from the Target Companies.

Section 2.21 Transactions with Affiliates . Except as set forth on Schedule 2.21 , neither (a) Seller nor (b) any of Seller’s directors or officers (collectively, including Seller, the “ Seller Affiliates ”) is involved in any business arrangement or relationship with any Target Company other than employment arrangements entered into in the ordinary course of business, and no Seller Affiliate owns any property or right, tangible or intangible, which is used by any Target Company in the operation of such Target Company’s business.

Section 2.22 EXCLUSIVITY OF REPRESENTATIONS AND WARRANTIES . THE REPRESENTATIONS AND WARRANTIES MADE BY THE COMPANY AND SELLER IN THIS ARTICLE 2 ARE IN LIEU OF AND ARE EXCLUSIVE OF ALL OTHER REPRESENTATIONS AND WARRANTIES. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS ARTICLE 2 , THE COMPANY AND SELLER EXPRESSLY DISCLAIM, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO BUYER OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION (INCLUDING ANY FINANCIAL PROJECTIONS OR OTHER SUPPLEMENTAL DATA), ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, AS TO THE CONDITION, VALUE OR QUALITY OF THE TARGET COMPANIES, THEIR BUSINESSES OR THEIR ASSETS, AND THE COMPANY AND SELLER SPECIFICALLY DISCLAIM ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THEIR ASSETS, ANY PART THEREOF, THE WORKMANSHIP THEREOF, AND THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT, IT BEING UNDERSTOOD THAT SUCH SUBJECT ASSETS ARE BEING ACQUIRED “AS IS, WHERE IS” ON THE CLOSING DATE, AND IN THEIR PRESENT CONDITION, AND BUYER SHALL RELY ON ITS OWN EXAMINATION AND INVESTIGATION THEREOF.

ARTICLE 3
REPRESENTATIONS AND WARRANTIES
OF BUYER

Buyer hereby represents and warrants to the Company and Seller as follows:

Section 3.1 Organization . Buyer is a corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite power and authority to carry on its businesses as now being conducted, except where the failure to have such power or authority would not be reasonably expected to prevent or materially delay the consummation of the Stock Purchase.

Section 3.2 Authority . Buyer has all necessary power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of Buyer and no other proceeding (including by its direct or indirect equityholders) on the part of Buyer is necessary to authorize this Agreement or to consummate the transactions contemplated hereby. No vote of Buyer’s direct or indirect equityholders is required to approve this Agreement or for Buyer to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Buyer and constitutes a valid, legal and binding agreement of Buyer, enforceable against Buyer in accordance with its terms, except (a) to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other laws affecting the enforcement of creditors’ rights generally and (b) that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding thereof may be brought.

Section 3.3 Consents and Approvals; No Violations . Except for filings, consents and approvals as may be required under, and other applicable requirements of the HSR Act, no material filing with or material notice to, and no material permit, authorization, consent or approval of, or material order of, any Governmental Entity is necessary for the execution and delivery by Buyer of this Agreement or the consummation by Buyer of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not, individually or in the aggregate, be reasonably expected to prevent or materially delay the consummation of the Stock Purchase. Neither the execution, delivery and performance of this Agreement by Buyer nor the consummation by Buyer of the transactions contemplated hereby will (a) conflict with or result in any breach of any provision of the Governing Documents of Buyer, (b) result in a material violation or material breach of, or constitute (with or without due notice or lapse of time or both) a material default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Buyer is a party or by which Buyer or any of its properties or assets may be bound or (c) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Buyer or any of Buyer’s affiliates or any of their respective properties or assets, except, in the case of clauses (b) and (c) above, for violations which would not, individually or in the aggregate, be reasonably expected to prevent or materially delay the consummation of the Stock Purchase.

Section 3.4 Brokers . Other than Houlihan Lokey, no broker, finder or investment banker is entitled to any brokerage, finder’s or investment banker’s fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by and on behalf of Buyer or any of its affiliates.

Section 3.5 Sufficient Funds . At the Closing, Buyer will have, sufficient funds available to consummate the Stock Purchase and the other transactions contemplated by the Agreement and to pay the Purchase Price, the Closing Date Funded Indebtedness and all other fees and expenses related to the transactions contemplated by this Agreement. Buyer does not know of any circumstance or condition that could reasonably be expected to prevent or substantially delay the availability of such funds at Closing.

Section 3.6 Litigation . Buyer is not a party to any litigation or threatened Proceeding which would reasonably be expected to affect or prohibit the consummation of the transactions contemplated hereby.

Section 3.7 Acknowledgement by Buyer . Buyer acknowledges and agrees that it (a) has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of the Target Companies and (b) has been furnished with or given full access to such information about the Target Companies and their respective businesses and operations as it has requested. In entering into this Agreement, Buyer has relied solely upon its own investigation and analysis and the representations and warranties of the Company and Seller set forth in this Agreement, and Buyer acknowledges that, other than as set forth in this Agreement, none of the Target Companies or any of their respective directors, officers, employees, affiliates, stockholders, agents or representatives makes or has made any representation or warranty, either express or implied, (i) as to the accuracy or completeness of any of the information provided or made available to Buyer or any of its respective agents, representatives, lenders or affiliates prior to the execution of this Agreement and (ii) with respect to any projections, forecasts, estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of any Target Company heretofore or hereafter delivered to or made available to Buyer or any of its respective agents, representatives, lenders or affiliates. Buyer acknowledges that it has no actual knowledge, as of the date hereof, of any representation or warranty of the Company or Seller pursuant to this Agreement being untrue or inaccurate.

ARTICLE 4
COVENANTS

Section 4.1 Conduct of Business of the Company . Except as contemplated by this Agreement, during the period from the date hereof to the Closing Date, the Company will, and will cause each other Target Company to, conduct its operations in the ordinary course of business consistent with past practice in all material respects; provided that it is expressly agreed that the Target Companies may, at any time and at their sole discretion, repay all or a portion of its outstanding indebtedness. In addition, during such pre-Closing period, the Target Companies will use commercially reasonable efforts to maintain and preserve intact the current business organization of the Target Companies and preserve the material rights and goodwill associated

with the business of the Target Companies and their relationship with their employees and with customers and suppliers with whom the Target Companies have material business relationships. Without limiting the generality of the foregoing, and except as otherwise expressly provided in this Agreement or on Schedule 4.1 , during the period from the date hereof to the Closing Date, no Target Company will, without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed:

(a) amend the Target Company Charter Documents;

(b) issue, sell or agree or commit to issue (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any capital stock of any class or any other equity securities or equity equivalents;

(c) split, combine or reclassify any of its capital stock or declare, set aside or pay any dividends or other distributions in respect of its capital stock (except for any dividend and/or other distribution from any Target Company to any other Target Company);

(d) except for borrowings pursuant to the Credit Agreement (i) incur or assume any non-customer related Indebtedness for borrowed money except for non-customer related Indebtedness for borrowed money not exceeding $10,000,000 in the aggregate, or (ii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person that is not a Target Company, except for obligations not exceeding $10,000,000 in the aggregate;

(e) except as may be required by Law or as contemplated by this Agreement, (i) enter into, adopt or amend or terminate any Employee Plan, (ii) except for normal salary increases and bonus payments in the ordinary course of business consistent with past practice, increase in any material manner the compensation of any director, officer or employee of such Target Company or (iii) pay any material benefit not required by any Employee Plan as in effect as of the date hereof (including, without limitation, the granting of stock appreciation rights or performance units);

(f) sell, lease or dispose of or acquire any assets outside the ordinary course of business which have a value in the aggregate in excess of $2,500,000;

(g) except as may be required by Law or as contemplated by this Agreement, alter through merger, liquidation, reorganization, restructuring or in any other fashion the capital structure of such Target Company;

(h) effect any change in any of its methods of accounting, except as may be required by GAAP;

(i) make or change any Tax election, change an annual accounting period, adopt or change any accounting method, enter into any closing agreement, settle any Tax claim or assessment relating to any Target Company, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to any Target Company, or take any other similar action relating to the filing of any Tax Return or the payment of any Tax, if such election, adoption, change,

amendment, agreement, settlement, surrender, consent or other action would have the effect of increasing the Tax liability of any of the Target Companies for any period ending after the Closing Date or decreasing any Tax attribute of any of the Target Companies existing on the Closing Date;

(j) implement any employee layoffs in violation of any of the WARN Act; or

(k) agree to do any of the foregoing.

Section 4.2 Transfer Taxes . All transfer, sales and use, value added, registration, documentary, stamp and similar Taxes imposed directly in connection with the sale of the Company Shares or any other transaction that occurs pursuant to this Agreement shall be borne by Buyer.

Section 4.3 Access to Information .

(a) Between the date hereof and the Closing Date, upon reasonable advance written notice, and subject to restrictions contained in confidentiality agreements to which any Target Company is subject and other privileged materials, the Company will provide to Buyer and its authorized representatives during normal business hours reasonable access to all officers and to all books and records of the Target Companies, and will cause the executive officers of the Company to furnish Buyer with such financial and operating data and other information with respect to the business and properties of the Target Companies as Buyer may from time to time reasonably request. Without limiting the generality of the foregoing, Seller shall make available to Buyer all Title Reports relating to the Target Companies in its possession or under its reasonable control. All of such information shall be treated as “Confidential Information” pursuant to the terms of the Confidentiality Agreement, dated September 27, 2013, between The Environmental Quality Company’s representative, Stifel, Nicolaus & Company, Inc. and US Ecology, Inc., the provisions of which are by this reference incorporated herein; provided that such Confidentiality Agreement shall be deemed terminated as of the Closing. Notwithstanding the foregoing, Buyer hereby agrees that it is not been authorized to and shall not (and shall not permit any of its employees, agents, representatives or affiliates to) contact, at any time prior to the Closing, any of the Target Companies’ employees (excluding executive officers), customers, suppliers or other material business relations without the prior written consent of the Company in its sole discretion.

(b) Buyer shall protect, defend, indemnify and hold the Target Companies harmless from and against any and all damages, losses and claims of any type or cause arising from the acts or omissions of Buyer, Buyer’s Affiliates or any Person acting on Buyer’s or its Affiliate’s behalf in connection with any due diligence conducted pursuant to or in connection with this Agreement, including any site visits. Buyer shall comply fully with all rules, regulations, policies and instructions issued by any Target Company and provided to Buyer regarding Buyer’s actions while upon, entering or leaving any Real Property, including any insurance requirements that any Target Company may impose on contractors authorized to perform work on any property owned or operated by any Target Company.

(c) Promptly after it is entered into, the Company shall make available to Buyer a true and correct copy of each written Material Contract which is entered into by any Target Company after the date of this Agreement and prior to Closing, whether or not Buyer’s consent to the entry into such Material Contract is required pursuant to Section 4.1 .

(d) From the date of this Agreement until the Closing, the Company shall deliver to Buyer (i) within forty-five (45) days after the conclusion of each fiscal quarter ending after the date hereof, unaudited consolidated balance sheets of EQ Holdings, Inc. and its Subsidiaries and the related statements of income, cash flows and stockholders’ equity as of the last day of such fiscal quarter and (ii) within thirty (30) days after the conclusion of each month ending after the date hereof, unaudited consolidated balance sheets of EQ Holdings, Inc. and its Subsidiaries and the related statements of income, cash flows and stockholders’ equity as of the last day of such fiscal month (collectively, the “ Interim Financial Information ”). The Interim Financial Information shall (i) be derived from the books and records of the Target Companies, (ii) present fairly in all material respects the financial condition and results of operations of the Target Companies as of the dates and for the periods indicated except the absence of normal year-end adjustments and footnote disclosure, and (iii) be prepared in accordance with GAAP consistently applied throughout the periods presented without modification of the accounting principles used in the preparation thereof throughout the periods presented.

(e) In order to facilitate the resolution of any claims made by or against or incurred by Seller, the Target Companies or any of their respective affiliates or for any other reasonable purpose, for the seven (7) year period commencing on the Closing Date, the Company (or its successor) will provide Seller and its authorized representatives during normal business hours reasonable access (including the right to make photocopies) to all books and records of the Target Companies (or their successors) and other written information with respect to the Target Companies (or their successors) as Seller may from time to time reasonably request. The Company agrees that it shall preserve and keep all material books and records of the Target Companies relating to the period prior to the Closing for a period of at least seven (7) years from the Closing Date.

Section 4.4 Efforts to Consummate .

(a) Subject to the terms and conditions herein provided, each of Seller, Buyer and the Company agrees to coordinate and cooperate with each other and use all reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable laws and regulations to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement, including, without limitation, (i) to obtain consents of all Governmental Entities necessary to consummate the transactions contemplated by this Agreement, (ii) to cooperate in the preparation and filing of any filings that may be required under the HSR Act and any amendments thereto, (iii) to comply with all requirements under the HSR Act and other Laws applicable to the transactions contemplated hereby, (iv) to contest any legal proceeding relating to the Stock Purchase and (v) to execute any additional instruments necessary to consummate the transactions contemplated hereby. All costs incurred in connection with obtaining such consents shall be borne by the Party incurring such costs; provided that the HSR Act filing fee shall be borne solely by Buyer.

(b) Seller and Buyer each agree to make, or cause to be made, an appropriate filing of a notification and report form pursuant to the HSR Act with respect to the Stock Purchase within five (5) Business Days after the date of this Agreement (which filing shall request early termination of the waiting period under the HSR Act) and to supply promptly any additional information and documentary material that may be requested pursuant to the HSR Act. Without limiting the foregoing, the Company, Seller, Buyer and their respective affiliates shall not extend any waiting period or comparable period under the HSR Act or enter into any agreement with any Governmental Entity not to consummate the transactions contemplated hereby, except with the prior written consent of the other Parties.

(c) The Parties will work cooperatively to develop all communications, strategy, and the defense of the transactions contemplated hereby and notify each other promptly upon the receipt of: (i) any comments from any Governmental Entity in connection with any filings or other actions made pursuant to this Section 4.4 and (ii) any request by any Governmental Entity for amendments or supplements to any such filings or other actions, or for information provided to comply in all material respects with any Laws. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing or other action made pursuant to this Section 4.4 , Buyer or the Company, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the applicable Governmental Entity such amendment or supplement.

(d) In furtherance and not in limitation of the foregoing, Buyer agrees to use its best efforts to avoid, eliminate or resolve each and every impediment and obtain all clearances, consents, approvals and waivers under the HSR Act that may be required by the United States Department of Justice (“ DOJ ”) or the United States Federal Trade Commission (“ FTC ”), so as to enable the Parties to consummate the Stock Purchase as soon as reasonably practicable, including without limitation (i) committing to or effecting, by consent decree, hold separate orders, trust, or otherwise, the sale, license, transfer, assignment or other disposition of assets or businesses of Buyer, its Subsidiaries or the Target Companies, (ii) terminating, relinquishing, modifying, transferring, assigning, restructuring, or waiving existing agreements, collaborations, relationships, ventures, contractual rights, obligations or other arrangements of Buyer, its Subsidiaries or the Target Companies, and (iii) creating or consenting to create any relationships, ventures, contractual rights, obligations, behavioral undertakings or other arrangements of Buyer, its Subsidiaries or the Target Companies, and, in each case, to enter, or offer to enter, into agreements and stipulate to the entry of an order or decree with the DOJ or the FTC in connection with any of the foregoing and in the case of actions by or with respect to the Company or its businesses or assets, by consenting to such action by the Company (each a “ Divestiture Action ”). Buyer shall offer to commit and effect, by consent decree, hold separate order or otherwise, any and all Divestiture Actions or otherwise offer to take or offer to commit (and if such offer is accepted, commit to and effect) to take any Divestiture Action as may be requested or required in writing by the DOJ or the FTC to resolve any objections by the DOJ or the FTC to the Stock Purchase; provided , however , (1) Buyer shall not be required to take, or cause to be taken, any Divestiture Action if such Divestiture Action includes the sale of any single asset that generated total EBITDA during the twelve (12) months period ended December 31, 2013 in excess of five million dollars ($5,000,000) (such asset, a “ Material Asset ”) and (2) Buyer shall have up to thirty (30) days to contest Divestiture Actions requested or required by the DOJ or the FTC. Buyer shall (A) direct any negotiations with any

Governmental Entity relating to the matters described in this Section 4.4(d) , (B) keep the Company informed of any contacts with any Governmental Entity relating thereto, (C) allow the Company’s outside lawyers to review and comment on submissions and presentations to any Governmental Entity relating thereto, (D) consider in good faith such comments, and (E) allow the Company’s outside lawyers to attend any meetings and participate in any telephone conferences with any Governmental Entity relating thereto that they deem necessary to complete negotiations with any Governmental Entity relating thereto.

(e) In the event any claim, action, suit, investigation or other proceeding by any Governmental Entity or other Person is commenced against a Party (or its affiliates) which questions the validity or legality of the transactions contemplated hereby or seeks damages in connection therewith other than under the HSR Act, such Party agrees to use reasonable best efforts to defend against such claim, action, suit, investigation or other proceeding and, if an injunction or other order is issued in any such action, suit or other proceeding, to use commercially reasonable efforts to have such injunction or other order lifted, and to cooperate reasonably regarding any other impediment to the consummation of the transactions contemplated hereby.

Section 4.5 Public Announcements . Except as required by a court of competent jurisdiction or applicable Law, including applicable securities laws, regulations and listing standards of any securities exchange, the timing and content of all announcements regarding any aspect of this Agreement or the transactions contemplated hereby to the general public shall be mutually agreed upon in advance by Seller and Buyer; provided that prior to the Closing no such announcement may be made without the prior written consent of Seller, in its sole discretion.

Section 4.6 Exclusive Dealing . During the period from the date of this Agreement through the Closing Date or the termination of this Agreement pursuant to Section 6.1 , neither Seller or the Company shall take, directly or indirectly, nor will Seller or the Company permit any of their respective affiliates, representatives, consultants, financial advisors, attorneys, accountants or other agents (“ Agents ”) to take, directly or indirectly, any action to solicit, encourage, initiate or engage in discussions or negotiations with, or provide any information to or enter into any agreement with any Person (other than Buyer and/or its affiliates) concerning any purchase of any Target Company’s equity securities or any merger, sale of substantial assets or similar transaction involving any Target Company (other than assets sold in the ordinary course of business) (an “ Acquisition Transaction ”). The Company shall (and shall cause its Agents to, and the Company shall cause the Target Companies to) immediately cease and cause to be terminated any existing discussions or negotiations with any Persons (other than Buyer) conducted heretofore with respect to any Acquisition Transaction. The Company shall notify Buyer promptly (but in no event later than 48 hours) after receipt by any Target Company or any of the Agents thereof of any written formal proposal or offer from any Person other than Buyer to effect an Acquisition Transaction .

Section 4.7 Employee Benefits . After the Closing, employees of the Target Companies shall receive credit for purposes of eligibility to participate, vesting and, for vacation and severance plans only, determination of the levels of benefits, but not for purposes of any benefit accruals under any defined benefit pension plan, under each employee benefit plan, program or arrangement established or maintained for such employees by the Target Companies,

Buyer or any affiliate of Buyer, for service accrued or deemed accrued prior to and on the Closing Date, to the extent such service was recognized for such employees for similar purposes under comparable plans to which any Target Company was a party; provided , however , that such crediting of service shall not operate to duplicate any benefit or to the extent that such service was not recognized by the applicable benefit plan. Any employee welfare benefit plan (as defined in Section 3(1) of ERISA) maintained for such employees by the Target Companies, any affiliate of the Target Companies, Buyer or any affiliate of Buyer shall recognize expenses and claims incurred by any employee (and any eligible dependents or beneficiaries thereof) of the Target Companies in the year in which the Closing Date occurs for the purposes of computing deductible amounts, co-payments or other limitations on coverage, and shall provide coverage for any pre-existing health condition of any employee (and any eligible dependents or beneficiaries thereof) of the Target Companies. Nothing contained in this Agreement shall create any rights in any employee of any Target Company (or representative thereof) in respect of continued employment for any specified period of any nature or kind whatsoever, or limit Buyer’s power to amend or terminate any particular employee of any Target Company, or employment agreement, or Employee Plan, or require (and the Company shall take no action that would require) Buyer or any member of Buyer’s “controlled group” within the meaning of Section 414 of the Code to continue any particular Employee Plan.

Section 4.8 Indemnification and Insurance of Officers and Directors .

(a) Buyer agrees that all rights to indemnification or exculpation now existing in favor of the directors, officers, employees and agents of each Target Company, as provided in such Target Company’s Governing Documents or otherwise in effect as of the date hereof with respect to any matters occurring prior to the Closing Date, shall survive the transactions contemplated by this Agreement and shall continue in full force and effect. To the maximum extent permitted by the Delaware General Corporation Law (or, if greater, any other applicable law), such indemnification shall be mandatory rather than permissive, and the Company shall advance expenses in connection with such indemnification as provided in such Target Company’s Governing Documents or other applicable agreements. The indemnification and liability limitation or exculpation provisions of each Target Company’s Governing Documents shall not be amended, repealed or otherwise modified after the Closing Date in any manner that would adversely affect the rights thereunder of individuals who, as of the date hereof and prior to the Closing Date, were directors, officers, employees or agents of any Target Company, unless such modification is required by applicable law.

(b) Buyer shall cause each Target Company to, and each Target Company shall, purchase and maintain in effect, without any lapses in coverage, a “tail” policy providing directors’ and officers’ liability insurance coverage for the benefit of those Persons who are covered by any Target Company’s directors’ and officers’ liability insurance policies as of the date hereof or at the Closing, for a period of six (6) years following the Closing Date with respect to matters occurring prior to the Closing that is at least equal to the coverage provided under the Target Companies’ current directors’ and officers’ liability insurance policies; provided that the Company may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous to the beneficiaries thereof so long as such substitution does not result in gaps or lapses in coverage with respect to matters occurring prior to the Closing Date.

(c) The directors, officers, employees and agents of each Target Company entitled to the indemnification, liability limitation, exculpation and insurance set forth in this Section 4.8 are intended to be third party beneficiaries of this Section 4.8 . This Section 4.8 shall survive the consummation of the transactions contemplated by this Agreement and shall be binding on all successors and assigns of Buyer and the Company.

Section 4.9 Environmental .

(a) Ohio . Buyer acknowledges that Ohio Revised Code Section 3734.42(I)(1) requires Buyer to file certain disclosure statements with the Attorney General and Director of Ohio EPA and that those disclosure statements must be filed at least 180 days prior to the Closing Date unless an exemption or waiver is obtained. Buyer will obtain, with Seller’s reasonable cooperation, at Buyer’s expense, either (1) an exemption from this 180-day requirement pursuant to Ohio Revised Code Section 3734.02(G) (the “ .02(G) Exemption ”) or (2) written correspondence from Ohio EPA stating that Ohio EPA will use its enforcement discretion to not enforce the 180-day prior notice requirement. Buyer will use best efforts to promptly file all necessary disclosure statements and in no event later than April 25, 2014. The parties acknowledge that the Director of Ohio EPA must approve the change in ownership of the Ohio TSD Facility based on certain disclosure statements filed by Buyer (the “ Ohio Disclosure Statement Approval ”). The parties acknowledge that Ohio law provides that Ohio Disclosure Statement Approval is necessary to transfer ownership of the Ohio TSD Facility. The parties hereto recognize and acknowledge that, pursuant to R.C.3734.42(I)(2), if the parties proceed to close the transactions contemplated by this Agreement without obtaining the Ohio Disclosure Statement Approval, then the Parties shall (a) take all actions necessary, desirable and appropriate to promptly have the Director of the Ohio EPA approve the change of ownership with respect to the Ohio TSD Facility or, if such approval is denied, then have such denial appealed and/or overturned, (b) use their respective reasonable best efforts to cooperate with each other in connection with any such process and in connection with resolving, appealing and/or overturning any adverse decisions, and (c) otherwise consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party relating to any proceedings with respect to the approval or with respect to resolving, appealing and/or overturning any adverse decisions. After all reasonable best efforts outlined above are exhausted, in the event that the Director of Ohio EPA denies consent to the change in ownership with respect to the Ohio TSD Facility, then, in accordance with R.C. 3734.42(I)(2), the parties hereto shall take all actions, and execute and deliver all documents, agreements, terminations and instruments of conveyance, necessary, advisable and appropriate, and shall otherwise use their respective reasonable best efforts, (x) for Buyer to assign, transfer and convey the Ohio TSD Facility and any Liabilities related thereto (except for Liabilities related to or arising from Buyer’s ownership or operation of the Ohio TSD Facility) to Seller, subject to Seller contemporaneously paying to Buyer the amount of $21,791,891 with respect to such Ohio TSD Facility, (y) for that portion of this Agreement related to Ohio TSD Facility to be terminated without penalty to any party hereto or thereto and without terminating the entire Agreement and (z) to unwind the transactions contemplated by this Agreement with respect to the Ohio TSD Facility in such a manner so as to return the parties hereto to substantially the same positions they would have been in if the Closing with respect to the Ohio TSD Facility had not occurred on the Closing Date (neither party shall be liable to the other party for, and no party hereof shall

make any claim for, any lost profits, diminution in value, punitive damages, earnings, revenue, multiples on earnings, loss of business or any other Losses or Liabilities with respect to or in connection with the transactions unwound pursuant to this Section).

(b) New Jersey

(i) With respect to the Rahway Facility, with business operations that are properly classified within the scope of North American Industry Classification System (“ NAICS ”) 562998, titled “All Other Miscellaneous Waste Management Services-Tank Cleaning and Disposal Services, Commercial and Industrial,” the Company shall, prior to the Closing Date, prepare and submit to NJDEP: (i) an ISRA General Information Notice (as such term is defined in ISRA) and (ii) a Remediation Certification (as such term is defined in ISRA), including as a Remediation Funding Source (as such term is defined in ISRA) Allstate’s existing ISRA Self-Guarantee for the Rahway Facility, with respect to the transactions contemplated by this Agreement. The Company shall be listed as the responsible entity under such Remediation Certification. Buyer shall, at its sole cost and expense, obtain the Remediation Funding Source and pay any applicable Remediation Funding Source Surcharge (as such term is defined in ISRA), to the extent required, if NJDEP does not accept Allstate’s existing Self-Guarantee for the Rahway Facility. Buyer shall cause the Company to take all actions (including without limitation investigatory and remedial actions) necessary to complete the remediation and achieve compliance with ISRA after the Closing Date with respect to the Rahway Facility. The Company shall provide Buyer with copies of all documents submitted by the Company to, or received by the Company from, NJDEP prior to the Closing Date in connection with the Company’s satisfaction of its obligations under this Section 4.9(b)(i) .

(ii) With respect to the Bayonne Facility, with business operations that are properly classified with the scope of NAICS 562998, titled “All Other Miscellaneous Waste Management Services-Tank Cleaning and Disposal Services, Commercial and Industrial,” the Company shall, prior to the Closing Date, prepare and submit to NJDEP a De Minimis Quantity Exemption Affidavit for the Bayonne Facility. Buyer acknowledges that the Company’s receipt of an approval of the De Minimis Quantity Exemption Affidavit by NJDEP will serve as satisfactory proof of ISRA compliance for the Bayonne Facility as related to the transactions described in this Agreement.

(iii) The Company shall (i) prepare and file all documents (including permit transfers, modifications and applications) required to be submitted prior to the Closing Date by the Company to NJDEP pursuant to any Environmental Law in connection with the transactions contemplated by this Agreement, and (ii) use commercially reasonable efforts to obtain all consents, waivers, authorizations and approvals required to be obtained by the Company from NJDEP pursuant to any Environmental Law in connection with the transactions contemplated by this Agreement. Fees required to be paid to NJDEP and the LSRP by the Company in connection with obtaining authorization and approval pursuant to any Environmental Laws to consummate the transactions contemplated by this Agreement shall be, to the extent not satisfied prior to Closing, the responsibility of Buyer. The Company and Buyer agree to fully cooperate and work diligently in order to prepare and file with NJDEP any petitions

or other documentation required by Environmental Laws in connection with obtaining any regulatory approvals required for the Rahway Facility and/or the Bayonne Facility as a result of the transactions described in this Agreement. Buyer shall have reasonable opportunity to review and comment on any such petition or other documentation prior to its filing after the date hereof and prior to or on the Closing Date with NJDEP or any other Governmental Entity; provided that the Company, in its sole discretion, shall determine the final form of any such filing.

Section 4.10 Notification of Closing Condition Matters . Between the date hereof and the Closing Date, each party hereto, to the extent it has requisite knowledge of the following, will give prompt written or electronic notice to the other party: (a) of any failure of a party to comply with or satisfy any material condition, covenant or agreement to be complied with or satisfied by it hereunder, (b) of the occurrence of a Company Material Adverse Effect, or the occurrence of a material adverse effect on the ability of Buyer to consummate the transactions contemplated hereby, (c) of any Proceedings commenced, or to such party’s knowledge, threatened against or relating to such party that relates to the consummation of the transactions contemplated hereby. No such notification (or the knowledge of the underlying facts relating thereto) or failure to provide such notification by any party, in each case after the date hereof, shall affect the rights or remedies of such party or the representations or warranties of the party or the other party’s obligations (including with respect to indemnification) hereunder or (y) be deemed to amend or supplement the Schedules.

Section 4.11 Stay and Perform Plan . Seller and the Company will cooperate with Buyer prior to Closing in implementing any desired stay and perform plan or arrangement with those employees identified in Schedule 4.11 at Buyer’s sole cost and expense; provided , however , that the success in implementing such plan and the Company’s compliance with this Section 4.11 shall not be a condition to Closing hereunder.

Section 4.12 Cooperation with Financing . Notwithstanding anything to the contrary in this Agreement, Buyer acknowledges and agrees that Buyer’s obligations hereunder are not conditioned in any manner upon Buyer’s obtaining any financing. For the avoidance of doubt, Buyer acknowledges and agrees that the existence of any conditions contained in any commitment letter relating to the Debt Financing, the definitive documentation entered into pursuant thereto or in connection therewith or any other document related to the Debt Financing shall not constitute, nor be construed to constitute, a condition to the consummation of the Stock Purchase or the other transactions contemplated hereby. The Company agrees to reasonably cooperate in connection with the arrangement of the Debt Financing as may be reasonably requested by Buyer, at Buyer’s sole cost and expense (provided, that such requested cooperation does not unreasonably interfere with the ongoing operations of the Target Companies or involve any material out-of-pocket expense by Seller or the Target Companies that is not advanced by Buyer). Such cooperation by the Company shall include, at the reasonable request of Buyer, the following: (a) use commercial reasonable efforts to participate in a reasonable number of meetings, presentations, road shows, due diligence sessions, drafting sessions and sessions with prospective lenders in connection with the Debt Financing; (b) use of commercial reasonable efforts by senior management of the Company to participate in, and assistance with, the preparation of rating agency presentations and meetings with rating agencies; (c) provision of all financial information contemplated by and in accordance with Section 4.3(d) ; (d) use of its

commercially reasonable efforts to cause its independent auditors to cooperate with the Debt Financing; (e) provision of documentation and other information reasonably required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations; (f) assistance in delivering agreements, documents or certificates that facilitate the creation, perfection or enforcement, in each case as of the Closing, of liens securing such Debt Financing to the extent required thereby (including original copies of all certificated securities (with transfer powers executed in blank) and control agreements) as reasonably requested by the Buyer; and (g) subject to customary indemnification and exculpation provisions for the benefit of Seller and the Target Companies, customary authorization letters, confirmations and undertakings in connection with the information provided by the Target Companies in connection with the Debt Financing (including with respect to presence or absence of material non-public information and accuracy of the information contained therein); provided , (w) that no Target Company shall be required to pay any commitment or other similar fee or incur any other Liability in connection with the Debt Financing prior to the Closing; (x) that the effectiveness of any documentation executed by the Target Companies with respect thereto shall be subject to the consummation of the Closing; (y) this Section 4.12 will not require the Company or any of its Subsidiaries to agree to any contractual obligation relating to the Debt Financing that is not conditioned upon the Closing and that does not terminate without liability to the Target Companies upon the termination of this Agreement in accordance with its terms; and (z) Buyer shall indemnify and hold harmless Seller, the Target Companies and their respective directors, officers, employees and agents from and against any and all Losses suffered or incurred in connection with the arrangement of the Debt Financing or any assistance or activities provided in connection therewith (other than arising from the Company’s or its representatives’ actual fraud). Nothing in this Section 4.12 shall require such cooperation to the extent it would (i) cause any condition to Closing to fail to be satisfied or otherwise cause any material breach of this Agreement (unless waived by Buyer), (ii) require the Target Companies to take any action that will conflict with or violate their respective organizational documents or any requirement of Law or result in the material contravention of, or that would reasonably be expected to result in a material violation or breach of, or default under, any material contract to which are party to or (iii) result in any officer or director of the Target Companies incurring any personal liability with respect to any matters relating to the Debt Financing. Buyer acknowledges and agrees that Seller and their respective affiliates (including the Target Companies but only prior to Closing) and the directors, officers, employees, attorneys, representatives and agents have no liability for any financing (including the Debt Financing) that Buyer may raise or attempt to raise in connection with the Stock Purchase. Buyer shall promptly, upon request by the Company, reimburse the Company for all of its reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by the Target Companies and their Affiliates in connection with any cooperation required by or requested in accordance with this Section 4.12 . The Company hereby consents to the reasonable use of the Target Companies’ logos in connection with the Debt Financing; provided , that such logos are used in a manner that is not intended to harm or disparage the Target Companies or their marks.

ARTICLE 5
CONDITIONS TO CONSUMMATION OF THE STOCK PURCHASE

Section 5.1 Conditions to the Obligations of Seller and Buyer . The obligations of Seller and Buyer to consummate the Stock Purchase are subject to the satisfaction (or, if

permitted by applicable law, waiver by the Party for whose benefit such condition exists) of the following conditions:

(a) any applicable waiting period under the HSR Act relating to the Stock Purchase shall have expired or been terminated;

(b) no statute, rule, regulation, executive order, decree, temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition preventing the consummation of the Stock Purchase shall be in effect; provided , however , that each of Buyer, Seller and the Company shall have used reasonable efforts to prevent the entry of any such injunction and to appeal as promptly as possible any injunction or other order that may be entered; and

(c) the Company shall have filed (i) an ISRA General Information Notice within five (5) days of the execution of this Agreement with NJDEP for the Rahway Facility, (ii) a Remediation Certification, and posted a Remediation Funding Source, consistent with Section 4.9(b)(i) for the Rahway Facility, and (iii) a De Minimis Quantity Exemption Affidavit with NJDEP for the Bayonne Facility.

Section 5.2 Other Conditions to the Obligations of Buyer . The obligations of Buyer to consummate the Stock Purchase are subject to the satisfaction or, if permitted by applicable law, waiver by Buyer of the following further conditions:

(a) Each of (i) the Fundamental Representations shall be true and correct in all respects as of the date of this Agreement and the Closing Date as though made on and as of the Closing Date (other than such Fundamental Representations made on and as of a specified date, in which case the same shall continue on the Closing Date to be true and correct as of the specified date), and (ii) the representations and warranties of the Company and Seller set forth in Article 2 hereof other than the Fundamental Representations, without giving effect any materiality or Company Material Adverse Effect qualifications therein, shall be true and correct in all respects as of the date of this Agreement and the Closing Date as though made on and as of the Closing Date (other than such representations and warranties made on and as of a specified date, in which case the same shall continue on the Closing Date to be true and correct as of the specified date), except to the extent that the failure of such representation and warranties to be true and correct as of such dates would not have a Company Material Adverse Effect, and Buyer shall have received a certificate of an officer of the Company signed on behalf of the Company to such effect;

(b) the Company and Seller shall have performed and complied in all material respects with all covenants required to be performed or complied with by the Company and Seller under this Agreement on or prior to the Closing Date, and Buyer shall have received a certificate signed by an officer of each of the Company and Seller to such effect;

(c) Buyer shall have received evidence satisfactory to Buyer that the consents listed on Schedule 5.2(c) have been received from the appropriate Governmental Entities and third Persons;

(d) the Company shall have received and provided copies to Buyer of one or more pay-off letters with respect to amounts outstanding pursuant to the Credit Agreement and any other Closing Date Funded Indebtedness (other than Outstanding Capital Lease Obligations);

(e) the Company shall deliver, or shall cause to be delivered to Buyer a certification of non-foreign status duly executed by Seller meeting the requirements of Treasury Regulation Section 1.1445-2(b);

(f) Buyer shall have received the resignations of those directors and officers of the Target Companies identified on Schedule 5.2(f) , effective as of the Closing Date;

(g) the Company shall have provided Buyer, at the Company’s sole cost and expense, copies of those certain financial statements contemplated to be reviewed or audited (as applicable) pursuant to that certain letter agreement, dated as of April 4, 2014, between Plante & Moran, PLLC and EQ Holdings, Inc., as reviewed or audited (as applicable) by Plante & Moran, PLLC; and

(h) since the date of this Agreement, there shall not have occurred a Company Material Adverse Effect.

Section 5.3 Other Conditions to the Obligations of Seller . The obligations of Seller to consummate the Stock Purchase are subject to the satisfaction or, if permitted by applicable law, waiver by Seller of the following further conditions:

(a) the representations and warranties of Buyer set forth in Article 3 hereof shall be true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date, except to the extent such representations and warranties are made on and as of a specified date, in which case the same shall continue on the Closing Date to be true and correct as of the specified date, and Seller shall have received a certificate of an officer of Buyer signed on behalf of Buyer, in each case, to such effect;

(b) Buyer shall have performed and complied in all material respects with all covenants required to be performed or complied with by it under this Agreement on or prior to the Closing Date, and Seller shall have received a certificate of an officer of Buyer signed on behalf of Buyer to such effect; and

(c) Buyer shall have (i) either obtained (1) the .02(G) Exemption or (2) written correspondence from the Ohio EPA stating that Ohio EPA will use its enforcement discretion to not enforce the 180-day prior notice requirement, (ii) filed the disclosure statements with the Attorney General and Director of the Ohio EPA as required by Ohio Revised Code Section 3734.42(I), and (iii) obtained Ohio Disclosure Statement Approval.

Section 5.4 Frustration of Closing Conditions . No Party may rely on the failure of any condition set forth in this Article 5 to be satisfied if such failure was caused by such Party’s failure to use reasonable best efforts to cause the Closing to occur, as required by Section 4.4 .

ARTICLE 6
TERMINATION; AMENDMENT; WAIVER

Section 6.1 Termination . This Agreement may be terminated and the Stock Purchase and the other transactions contemplated by this Agreement may be abandoned at any time prior to the Closing:

(a) by mutual written consent of Buyer and Seller;

(b) by Buyer if the Stock Purchase shall not have been consummated on or before January 6, 2015 (the “ Termination Date ”), unless the failure to consummate the Stock Purchase is primarily the result of a breach by Buyer of any of its representations, warranties, covenants or agreements under this Agreement;

(c) by Seller if the Stock Purchase shall not have been consummated on or before the Termination Date, unless the failure to consummate the Stock Purchase is primarily the result of a breach by either Seller or the Company or any of their respective representations, warranties, covenants or agreements under this Agreement;

(d) by either Buyer or by Seller if any Governmental Entity shall have issued an order, decree or ruling or taken any other action permanently enjoining, restraining or otherwise prohibiting the Stock Purchase and such order, decree or ruling or other action shall have become final and nonappealable; provided , that the Party seeking to terminate this Agreement pursuant to this Section 6.1(d) shall have used commercially reasonable efforts to remove such order, decree, ruling, judgment or injunction;

(e) by Buyer in the event of a breach by the Company or Seller of any representation, warranty, covenant or other agreement contained in this Agreement which (i) would give rise to the failure of a condition set forth in Sections 5.2(a) or 5.2(b) hereof and (ii) cannot be or has not been cured within twenty (20) Business Days after the giving of written notice thereof to Seller by Buyer;

(f) by Seller in the event of a breach by Buyer of any representation, warranty, covenant or other agreement contained in this Agreement which (i) would give rise to the failure of a condition set forth in Sections 5.3(a) or 5.3(b) hereof and (ii) cannot be or has not been cured within twenty (20) Business Days after the giving of written notice thereof to Buyer by Seller;

(g) by Seller at any time, if prior to the expiration of the initial HSR Act waiting period, a Governmental Entity issues a request for additional information and documentary material pursuant to the HSR Act (commonly referred to as a “Second Request”) and such request remains effective for thirty (30) days; or

(h) by Buyer or Seller at any time if any Governmental Entity shall condition in writing its consent or approval under the HSR Act on a Divestiture Action that includes the sale of a Material Asset and such condition remains effective for thirty (30) days.

Section 6.2 Effect of Termination . In the event of the termination of this Agreement pursuant to Section 6.1 , this Agreement shall forthwith become void, and there shall be no liability or obligation on the part of Buyer, Seller or the Company or, to the extent applicable, their respective officers, directors or equityholders, other than (a) the provisions of this Section 6.2 , the second sentence of Section 4.3(a) , Section 4.5 , Section 6.3 and Article 9 , and (b) any liability of any Party for any breach of this Agreement prior to such termination.

Section 6.3 Fees and Expenses . Whether or not the Stock Purchase is consummated, all fees and expenses incurred in connection with the Stock Purchase, this Agreement and the transactions contemplated by this Agreement, including the fees and disbursements of counsel, financial advisors and accountants, shall be paid by the Party incurring such fees or expenses.

Section 6.4 Amendment . This Agreement may be amended or modified only by a written agreement executed and delivered by all of the Parties.

Section 6.5 Extension; Waiver . At any time prior to the Closing, Seller may (a) extend the time for the performance of any of the obligations or other acts of Buyer contained herein, (b) waive any inaccuracies in the representations and warranties of Buyer contained herein or in any document, certificate or writing delivered by Buyer pursuant hereto or (c) waive compliance by Buyer with any of the covenants, agreements or conditions contained herein. At any time prior to the Closing, Buyer may (i) extend the time for the performance of any of the obligations or other acts of Seller or the Company contained herein, (ii) waive any inaccuracies in the representations and warranties of Seller or the Company contained herein or in any document, certificate or writing delivered by the Company pursuant hereto or (iii) waive compliance by the Company or Seller with any of the agreements or conditions contained herein. Any agreement on the part of any Party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such Party. The failure of any Party to assert any of its rights hereunder shall not constitute a waiver of such rights.

ARTICLE 7
SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION

Section 7.1 Survival of Representations.

(a) Subject to the limitations and other provisions of this Article 7 , and except as hereinafter provided, the representations and warranties of Seller and the Company contained in this Agreement shall survive the Closing until the Indemnity Expiration Date; except that , the Fundamental Representations shall survive the Closing indefinitely. The covenants and agreements of Seller and the Company contained in this Agreement shall survive the Closing until the Indemnity Expiration Date, unless such covenants and agreements expressly contemplate performance after the Closing, in which case they shall survive until they have been performed or satisfied in full. If written notice of a claim has been given by Buyer to Seller prior to the expiration of the applicable representations, warranties, covenants and agreements, then the relevant representations, warranties, covenants and agreements shall survive as to such claim, until such claim has been finally resolved.

(b) The representations, warranties, covenants and agreements of Buyer contained in this Agreement shall survive the Closing, except in the case of covenants and agreements that expressly contemplate performance after the Closing, which shall survive until they have been performed or satisfied in full. If written notice of a claim has been given by Seller to Buyer prior to the expiration of the applicable representations, warranties, covenants and agreements, then the relevant representations, warranties, covenants and agreements shall survive as to such claim, until such claim has been finally resolved.

Section 7.2 General Indemnification.

(a) After the Closing, Seller agrees to indemnify, defend and hold harmless Buyer and/or its officers, directors, employees, agents, Affiliates, or any of their respective successors and permitted assigns (each a “ Buyer Indemnitee ” and together the “ Buyer Indemnitees ”) from any damages, losses, liabilities, obligations, costs, judgments, assessments, penalties, fines, (subject to Section 7.3 ) settlement costs or expenses (including, without limitation, reasonable attorneys’ fees and expenses) (any of the foregoing, a “ Loss ”) suffered, incurred or paid, directly or indirectly, as a result of (i) any breach of any representation or warranty made by the Company or Seller in this Agreement, which breach occurs prior to the expiration of the survival period of such representation and warranty (as provided in Section 7.1 ), (ii) any breach by the Company of any of its covenants or agreements contained herein which are to be performed by the Company on or before the Closing Date, (iii) any breach by Seller of any of its covenants or agreements contained herein, which breach occurs prior to the expiration of the survival period of such covenant or agreement (as provided in Section 7.1 ) and (iv) the matters listed on Schedule 7.2(a) .

(b) After the Closing, Buyer agrees to indemnify, defend and hold harmless Seller and/or its officers, directors, employees, agents , Affiliates, or any of their respective successors and permitted assigns (each a “ Seller Indemnitee ” and together the “ Seller Indemnitees ”) from any Loss suffered, incurred or paid, directly or indirectly, as a result of (i) any breach of any representation or warranty made by Buyer in this Agreement, which breach occurs prior to the expiration of the survival period of such representation and warranty (as provided in Section 7.1 ), (ii) any breach by Buyer of any of its covenants or agreements contained herein, which breach occurs prior to the expiration of the survival period of such covenant or agreement (as provided in Section 7.1 ), and (iii) any breach by the Company of any of its covenants or agreements contained herein which are to be performed by the Company after the Closing Date, which breach occurs prior to the expiration of the survival period of such covenant or agreement (as provided in Section 7.1 ).

Section 7.3 Third Party Claims .

(a) If a claim, action, suit or proceeding by a third party (a “ Third Party Claim ”) is made against any Person entitled to indemnification pursuant to Section 7.2 hereof (an “ Indemnified Party ”), and if such Indemnified Party intends to seek indemnity with respect thereto under this Article 7 , such Indemnified Party shall promptly notify the Party obligated to indemnify such Indemnified Party (or, in the case of a Buyer Indemnitee seeking indemnification, such Buyer Indemnitee shall promptly notify Seller) (such notified party, the “ Responsible Party ”) of such claims; provided that the failure to so notify shall not relieve the

Responsible Party of its obligations hereunder, except to the extent that the Responsible Party is actually and materially prejudiced thereby. The Responsible Party shall have the right to assume the conduct and control, through counsel reasonably acceptable to the Indemnified Party at the expense of the Responsible Party, of the settlement or defense thereof, and the Indemnified Party shall cooperate with it in connection therewith; provided that the Responsible Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by such Indemnified Party, provided that the fees and expenses of such counsel shall be borne by such Indemnified Party. So long as the Responsible Party is reasonably contesting any such claim in good faith, the Indemnified Party shall not pay or settle any such claim. Notwithstanding the foregoing, the Indemnified Party shall have the right to pay or settle any such claim (whether or not appropriate notice has been given by Indemnified Party), provided that in such event it shall automatically waive any right to indemnity therefor by the Responsible Party or from the Escrow Account, as the case may be, for such claim unless the Responsible Party shall have consented in writing to such payment or settlement. If (and only if) the Responsible Party does not notify the Indemnified Party within forty-five (45) days after the receipt of the Indemnified Party’s notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the Indemnified Party shall have the right to contest, settle or compromise the claim at any time after such forty-five-day (45) period but shall not thereby waive any right to indemnity therefor pursuant to this Agreement. The Responsible Party shall not, except with the consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed), enter into any settlement that does not include as an unconditional term thereof the giving by the Person or Persons asserting such claim to all Indemnified Parties of an unconditional release from all liability with respect to such claim or consent to entry of any judgment.

(b) All of the Parties shall cooperate in the defense or prosecution of any Third Party Claim in respect of which indemnity may be sought hereunder and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith.

Section 7.4 Limitations on Indemnification Obligations .

(a) Notwithstanding anything to the contrary contained in this Agreement, an Responsible Party shall not be liable for any claim for indemnification pursuant to Section 7.2(a)(i) or Section 7.1(b)(i) , except in the case of liability resulting from fraud or breach of a Fundamental Representation, (x) with respect to any Loss having an aggregate value of less than $125,000 (“ De Minimis Losses ”) and (y) unless and until the aggregate amount of all such indemnifiable Losses (excluding any De Minimis Losses) equals or exceeds $5,000,000 (the “ Threshold ”); provided that once Losses equal or exceed the Threshold, the Responsible Party shall be liable for all Losses (excluding any De Minimis Losses) in excess of $2,500,000. The Threshold shall not apply to Losses claimed by the Buyer Indemnitees for (A) all Losses arising in connection with Section 6.3 (Fees and Expenses), (B) Losses relating to Section 2.15 (Taxes) and (C) all Losses arising in connection with Section 2.16 (Brokers).

(b) Except in the case of fraud by the Company or Seller or breach of a Fundamental Representation, and for equitable relief (including specific performance), the remedies set forth in this Article 7 (together with the Escrow Agreement) represent the sole

source of recovery of any claims made by a Responsible Party after the Closing with respect to claims under this Agreement.

(c) Seller shall not be liable for cumulative aggregate claims for indemnification pursuant to Section 7.2(a) or Section 7.3 (except in the case of liability resulting from breach of a Fundamental Representation) in excess of amounts remaining in the Escrow Account and no Buyer Indemnitee will be entitled to recover such Losses from any source other than the Escrow Account.

(d) In no event shall Seller be liable for cumulative aggregate claims for indemnification pursuant to Section 7.2(a)(i) with respect to a breach of a Fundamental Representation in excess of the proceeds of the Purchase Price received by Seller.

(e) Notwithstanding the foregoing, the limitations on indemnification provided above in subparagraphs (a) and (b) of this Section 7.2 shall not apply to Taxes, which shall be governed by Section 7.5 below.

(f) No Buyer Indemnitee shall have any right to indemnification hereunder with respect to any environmental investigatory, corrective or Remedial Action (collectively, “ Response Actions ”) except to the extent such Response Action is affirmatively required by Environmental Laws and is attributable to a breach of the representations and warranties set forth in Section 2.11 and then only to the extent any such Response Action is conducted in a reasonably cost-effective manner and required to attain compliance with minimum remedial standards applicable under Environmental Laws based on existing industrial or commercial uses, employing risk based standards and institutional controls where available. Seller shall have no obligation to indemnify any Buyer Indemnitee or the Company with respect to any Response Action arising from (i) any conditions of contamination identified through any environmental sampling or analysis, or (ii) any report to any Governmental Entity, in either case which is not affirmatively required by Environmental Laws.

(g) The amount of any Loss for which indemnification is provided under this Article 7 shall be net of any amounts actually recovered by the indemnified party under insurance policies with respect to such Loss (net of any costs of recovery, deductibles and premium increases) and net of any tax benefits actually received by the indemnified party with respect to such Loss (if and when such indemnified party elects to receive such benefit). If an indemnified party has been indemnified for a Loss hereunder, and at any time thereafter such indemnified party recovers all or a portion of such Loss from a third Person (including pursuant to any insurance policy), the indemnified party which made such recovery shall promptly refund the amount previously paid to it with respect to such Loss (up to the amount recovered from the third Person).

(h) The amount of the Loss arising out of any item included as a liability in calculating the Closing Net Working Capital shall be calculated net of the amount so included.

(i) In no event shall the amount of any Loss include any punitive, incidental, consequential, special or indirect damages, including business interruption, loss of future revenue, profits or income, or loss of business reputation, or opportunity, and in particular no

“multiple of profits,” “multiple of cash flow,” diminution of value or similar valuation method shall be used in calculating the amount of any Loss.

(j) No party shall be entitled to recover hereunder for the same Losses more than once.

Section 7.5 Taxes . After the Closing, Seller shall indemnify the Target Companies and Buyer and hold them harmless from and against (i) all Taxes (or the non-payment thereof) of the Target Companies for all taxable periods ending on or before the Closing Date, (ii) any and all Taxes of any member of an affiliated, consolidated, combined or unitary group of which any of the Target Companies (or any predecessor of any of the foregoing) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation § 1.1502-6 or any analogous or similar state, local or non-U.S. Law or regulation, and (iii) any and all Taxes of any Person (other than the Target Companies) imposed on any of the Target Companies as a transferee or successor, by contract or pursuant to any Tax Law, rule or regulation, which such Taxes relate to an event or transaction occurring before the Closing. The obligation of Seller in this Section 7.5 shall terminate on the Indemnity Expiration Date.

Section 7.6 Manner of Payment; Escrow .

(a) Any indemnification of the Seller Indemnitees pursuant to this Article 7 shall be effected by wire transfer of immediately available funds from the applicable Persons to an account designated in writing by the applicable Seller Indemnitees, as the case may be, within fifteen (15) days after the final determination thereof. Any indemnification owed to the Buyer Indemnitees pursuant to this Article 7 may only be satisfied from the funds then remaining in the Escrow Account. Notwithstanding anything contained herein to the contrary, after the Closing, on the date that the amount of cash in the Escrow Account is reduced to zero, the Buyer Indemnitees shall have no further rights to indemnification under this Article 7 .

(b) Any funds remaining in the Escrow Account as of the Indemnity Expiration Date (minus the aggregate amount claimed by the Buyer Indemnitees pursuant to claims made against such funds and not fully resolved prior to such date) shall be released to Seller. At any time following the Indemnity Expiration Date, to the extent the funds held in the Escrow Account exceed the aggregate amount claimed by the Buyer Indemnitees pursuant to claims made prior to such Indemnity Expiration Date and not fully resolved prior to the time of determination, the excess funds shall be promptly released to Seller.

(c) Seller and the Company shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to make any distributions from the Escrow Account expressly provided for herein.

Section 7.7 Non-Rescission . Notwithstanding anything herein to the contrary, no breach of any representation, warranty, covenant or agreement contained herein or in any document, certificate or other instrument delivered pursuant hereto shall give rise to any right on the part of any Party to rescind this Agreement or any of the transactions contemplated hereby.

Section 7.8 Tax Treatment . Any indemnity payment under this Agreement shall be treated as an adjustment to the Purchase Price for Tax purposes, unless a final determination

(which shall include the execution of a Form 870 AD or successor form) with respect to the indemnified party or any of its Affiliates causes any such payment not to be treated as an adjustment to the Purchase Price for federal income Tax purposes.

ARTICLE 8
TAX MATTERS

Section 8.1 Pre-Closing Tax Returns . The Tax Returns, reports and filings of the Target Companies shall include all items of income, gain, loss, deduction or credit of the Target Companies attributable to all Tax periods (or portions thereof) ending prior to the Closing Date (herein referred to as the “ Company Tax Periods ”); and Buyer shall cause the Company to, and Buyer shall, prepare or cause to be prepared and file or cause to be filed all Tax Returns of the Target Companies required to be filed by the Target Companies for all Company Tax Periods and shall pay all Taxes shown as due and payable on such Tax Returns. All such Tax Returns shall be prepared in a manner consistent with past practices of the Target Companies to the extent such practices comply with applicable Law. Buyer shall make available to Seller copies of such Tax Returns at least thirty (30) days prior to filing such Tax Returns for Seller’s review and comment thereon and will not file such Tax Returns without receiving Seller’s prior written consent, which shall not be unreasonably withheld or delayed.

Section 8.2 Post-Closing Tax Returns . Buyer shall prepare and file (or cause to be prepared and filed) all Tax Returns for the Target Companies required to be filed by the Target Companies for all periods ending on or after the Closing Date. Buyer shall make available to Seller copies of relevant portions of any Tax Returns required to be filed for taxable periods beginning before the Closing Date and ending after the Closing Date (the “ Straddle Tax Returns ”) at least thirty (30) calendar days prior to filing such Straddle Tax Returns with the appropriate Tax authority, and Buyer will not file such Tax Returns without receiving Seller’s prior written consent, which shall not be unreasonably withheld or delayed. All Straddle Tax Returns shall be prepared, and all determinations necessary to give effect to the foregoing allocations shall be made, in a manner consistent with past practice of the Target Companies to the extent such practices comply with applicable Law.

Section 8.3 Amended Tax Returns . Seller shall not file or cause to be filed any amended Tax Return without the prior written consent of Buyer. Buyer shall not file or cause to be filed any amended Tax Return covering any period adjusting any Taxes for a period which includes any period ending on or prior to the Closing Date, without the prior written consent of Seller.

Section 8.4 Tax Proceedings . In the event that Buyer or any of its Affiliates, including the Target Companies, receives any oral or written communication regarding any pending or threatened examination, claim, adjustment or other proceeding with respect to the liability of the Target Companies (or the prior owners of the Target) for any period for which Seller is or may be liable under this Agreement (a “ Tax Claim ”), Buyer shall, within fifteen (15) calendar days after receiving that communication, notify Seller in writing thereof. If Seller is or may be liable under this Agreement for (all or a portion of) such Taxes, Seller shall be entitled, at its sole expense (but, including any amounts remaining the Escrow Account), to control or settle the contest of, any examination, claim, adjustment or proceeding that could give rise to such

liability; provided , however , that Seller shall not have the right to assume or control (or continue to assume or control) the defense of any Tax Claim that, at the beginning or anytime throughout the prosecution of such Tax Claim, (i) involves criminal allegations or (ii) could reasonably be expected to have a material effect on the Tax liability of the Target Companies (or their Affiliates) for periods on or after the Closing Date. The Party controlling the defense shall defend the Tax Claim in good faith. If the Party not controlling the defense of the Tax Claim desires to participate in, but not control, any defense or settlement pursuant to which an another Party has assumed control in accordance with this Section 8.4 , it may do so at its sole cost and expense. Neither Party shall be entitled to settle or compromise any such claim, action, suit or proceeding without the prior written consent of the other Party hereto (which consent shall not be unreasonably withheld, conditioned or delayed). Seller shall keep Buyer fully and timely informed with respect to the commencement, status and nature of any Tax Claim. Buyer and its Affiliates, including the Target Companies, shall cooperate fully with Seller in handling any such Tax audit or administrative Tax proceeding or other Tax proceeding. Buyer shall provide, or cause to be provided to Seller, all necessary authorizations, including powers of attorney, to control, subject to the terms hereof, any proceeding which Seller is entitled to control in connection with this Section 8.4 .

Section 8.5 Tax Cooperation . After Closing, the Parties shall, and shall cause their respective Affiliates to, cooperate with each other in the preparation of all Tax Returns and shall provide, or cause to be provided, to such other Party any records and other information reasonably requested by such Party in connection therewith as well as access to, and the cooperation of, the auditors of such other Party and its Affiliates. After the Closing, the Parties shall, and shall cause their respective Affiliates to, cooperate with the other Party in connection with any Tax investigation, Tax audit or other Tax proceeding relating to the Target Companies. Any information obtained pursuant to this Section 8.5 relating to Taxes shall be kept confidential by the other Party and its representatives. Buyer and Seller further agree, upon request from the other Party, to use their commercially reasonable efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby).

Section 8.6 Refunds . The Company shall pay, and Buyer shall cause the Company to pay, to Seller, any refunds of Taxes attributable to periods for which Seller is liable for such Taxes under this Agreement within fifteen (15) days of receipt of such refund by the Company.

Section 8.7 Other Matters . Any Tax, or deductions from income, resulting from the transactions contemplated by this Agreement shall be deemed to be attributable to the Company Tax Periods.

ARTICLE 9
MISCELLANEOUS

Section 9.1 Entire Agreement; Assignment . This Agreement (a) constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof and (b) shall not be assigned (other than as a collateral assignment)

by any Party (whether by operation of law or otherwise) without the prior written consent of the other Parties. Any attempted assignment of this Agreement not in accordance with the terms of this Section 9.1 shall be void.

Section 9.2 Notices . All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by facsimile (followed by overnight courier), E-mail (followed by overnight courier), or by registered or certified mail (postage prepaid, return receipt requested) to the other Parties as follows:

To Buyer :

US Ecology, Inc.
251 Front St., Suite 400
Boise, Idaho 83702
Attention:                        Jeffrey R. Feeler, President and CEO
Facsimile:                           (208) 331-7900
E-mail:                                            jfeeler@usecology.com

with a copy (which shall not constitute notice to Buyer) to :

Stoel Rives LLP
101 S. Capitol Blvd., Suite 1900
Boise, Idaho 83702
Attention:                        Paul M. Boyd
Facsimile:                           (208) 389-9040
E-mail:                                            pmboyd@stoel.com

To the Company or Seller :

The Environmental Quality Company
36255 Michigan Avenue
Wayne, Michigan 48184
Tel: (800) 592-5489
Attn: David M. Lusk
Email: dave.lusk@eqonline.com

and

Kinderhook Industries, LLC
521 Fifth Avenue, 34th Floor
New York, NY 10106
Tel.: (212) 201-6790
Attn: Robert Michalik; Corwynne Carruthers
Email: rmichalik@kinderhook.com; ccarruthers@kinderhook.com

with a copy (which shall not constitute notice to the Company or Seller) to :

Kirkland & Ellis LLP
601 Lexington Avenue
New York, NY 10022
Attention:                        Elazar Guttman
Facsimile:                           (212) 446-6460
E-mail:                                            elazar.guttman@kirkland.com

or to such other address as the Party to whom notice is given may have previously furnished to the other in writing in the manner set forth above.

Section 9.3 Governing Law; Jurisdiction . Subject to Section 9.12 , this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the State of Delaware. Subject to Section 9.12 , each Party agrees that in connection with any litigation, proceeding or action, such Party will consent and submit to personal jurisdiction in the State of Delaware and to service of process upon it in accordance with the rules and statutes governing service of process.

Section 9.4 Construction; Interpretation; Exhibits; Schedules .

(a) The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as of drafted jointly by the Parties and no presumption of burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement.

(b) The term “this Agreement” means this Stock Purchase Agreement together with the Schedules to this Agreement and exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. No Party, nor its respective counsel, shall be deemed the drafter of this Agreement for purposes of construing the provisions hereof, and all provisions of this Agreement shall be construed according to their fair meaning and not strictly for or against any Party. Unless otherwise indicated to the contrary herein by the context or use thereof: (i) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including, without limitation, the Schedules and exhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreement; (ii) masculine gender shall also include the feminine and neutral genders, and vice versa; and (iii) words importing the singular shall also include the plural, and vice versa.

(c) All exhibits and Schedules, or documents expressly incorporated into this Agreement, are hereby incorporated into this Agreement and are hereby made a part hereof as if set out in full in this Agreement. Any item disclosed in any Schedule referenced by a particular

section in this Agreement shall be deemed to have been disclosed with respect to every other section in this Agreement if the relevance of such disclosure to such other sections is reasonably apparent. The specification of any dollar amount in the representations or warranties contained in this Agreement or the inclusion of any specific item in any Schedule is not intended to imply that such amounts, or higher or lower amounts or the items so included or other items, are or are not material, and no party shall use the fact of the setting of such amounts or the inclusion of any such item in any dispute or controversy as to whether any obligation, items or matter not described herein or included in a Schedule is or is not material for purposes of this Agreement.

Section 9.5 Parties in Interest . This Agreement shall be binding upon and inure solely to the benefit of each Party and its successors and permitted assigns and, except as provided in Section 4.8, nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement.

Section 9.6 Privilege . It is acknowledged by each of the parties hereto that Seller and the Company have retained Kirkland & Ellis LLP (“ K&E ”) to act as their counsel in connection with the transactions contemplated hereby and that K&E has not acted as counsel for any other Person in connection with the transactions contemplated hereby and that no other party to this Agreement has the status of a client of K&E for conflict of interest or any other purposes as a result thereof. Buyer hereby further agrees that, as to all communications among K&E, the Company, any of the Company’s Subsidiaries and Seller (or any of Seller’s direct or indirect equityholders) that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to Seller and Seller’s direct or indirect equityholders and may be controlled by Seller and shall not pass to or be claimed by Buyer, the Company or any of the Company’s Subsidiaries. Buyer agrees to take, and to cause its Subsidiaries to take, all steps reasonably necessary and within its control to implement the intent of this Section 9.6 .

Section 9.7 Severability . If any term or other provision of this Agreement is invalid, illegal or unenforceable, all other provisions of this Agreement shall remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party.

Section 9.8 Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or scanned pages shall be effective as delivery of a mutually executed counterpart to this Agreement.

Section 9.9 Remedies . Any Person having any rights under any provision of this Agreement shall be entitled to enforce such rights specifically (without posting a bond or other security). All such rights and remedies shall be cumulative and non-exclusive, and may be exercised singularly or concurrently.

Section 9.10 Waiver of Jury Trial . The Parties each hereby waives, to the fullest extent permitted by law, any right to trial by jury of any claim, demand, action, or cause of action

(a) arising under this Agreement or (b) in any way connected with or related or incidental to the dealings of the Parties in respect of this Agreement or any of the transactions related hereto, in each case whether now existing or hereafter arising, and whether in contract, tort, equity, or otherwise. The Parties each hereby agrees and consents that any such claim, demand, action, or cause of action shall be decided by court trial without a jury and that the Parties may file an original counterpart of a copy of this Agreement with any court as written evidence of the consent of the Parties to the waiver of their right to trial by jury.

Section 9.11 Time of the Essence; Computation of Time . Time is of the essence for each and every provision of this Agreement. Whenever the last day for the exercise of any privilege or the discharge or any duty hereunder shall fall upon a day that is not a Business Day, the party having such privilege or duty may exercise such privilege or discharge such duty on the next succeeding day which is a regular Business Day.

Section 9.12 Financing Sources .

(a) Notwithstanding anything to the contrary herein, none of the Company, the Seller, their respective stockholders, partners, members, Affiliates, directors, officers, employees, controlling persons or agents (collectively, the “ Seller Related Parties ”) shall have any rights or claims against any Financing Source in connection with this Agreement, any Debt Financing or the transactions contemplated hereby or thereby, whether at law or equity, in contract, in tort or otherwise, nor shall any of the Financing Sources have any obligations or liabilities to the Seller Related Parties, all of which are hereby waived; provided that, notwithstanding the foregoing, nothing in this Section 9.12 shall in any way limit or modify the rights and obligations of Buyer under this Agreement or any Financing Source’s obligations to Buyer under the Debt Commitment Letter.

(b) Notwithstanding anything herein to the contrary, and without limiting Section 9.12(a) above, each of the Seller Related Parties agrees (i) that any action of any kind or nature, whether at law or equity, in contract, in tort or otherwise, involving a Financing Source in connection with this Agreement, any Debt Financing, the transactions contemplated hereby or the performance of the Financing Sources with respect to the foregoing shall be brought exclusively in the state or federal courts sitting in county of New York, State of New York and each of the Seller Related Parties hereby submits for itself and its property with respect to any such action to the exclusive jurisdiction of such courts, (ii) not to bring or support any such action in any other court, (iii) that service of process, summons, notice or document by registered mail addressed to it at its address provided in Section 9.2 shall be effective service of process against it for any such action brought in any such court, (iv) to waive and hereby irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of, and the defense of an inconvenient forum to the maintenance of, any such action in any such court, (v) any such action shall be governed by the laws of the State of New York and (vi) to irrevocably waive and hereby waives any right to a trial by jury in any such action to the same extent such rights are waived pursuant to Section 9.10 .

(c) Notwithstanding anything to the contrary contained herein, this Section 9.12 (and any provision of this Agreement to the extent such modification, waiver or

termination of such provision would modify the substance of this Section 9.12 ) may not be modified, waived or terminated in a manner that is adverse in any respect to the Financing Sources without the prior written consent of the Financing Sources.

(d) The Financing Sources shall be express third party beneficiaries of this Section 9.12 , and shall be entitled to rely on and enforce this Section 9.12 .

* * * * *

IN WITNESS WHEREOF, each of the Parties has caused this Stock Purchase Agreement to be duly executed on its behalf as of the day and year first above written.

	EQ PARENT COMPANY, INC.


	By:
		Name:
		Title:


	EQ GROUP, LLC


	By:
		Name:
		Title:


	USE ECOLOGY, INC.


	By:
		Name:
		Title:

[Signature Page to Stock Purchase Agreement]

Exhibit 10.2

Published CUSIP Number:
Revolving Credit CUSIP Number:
Term Loan CUSIP Number:

$540,000,000

CREDIT AGREEMENT

dated as of June 17, 2014,

by and among

US Ecology, Inc.,
as Borrower,

the Lenders referred to herein,
as Lenders,

and

WELLS FARGO BANK, NATIONAL ASSOCIATION ,
as Administrative Agent,
Swingline Lender and Issuing Lender

WELLS FARGO SECURITIES, LLC and CREDIT SUISSE SECURITIES (USA) LLC ,
as Joint Lead Arrangers and Joint Bookrunners

COMERICA BANK ,
as Documentation Agent

Table of Contents

ARTICLE I DEFINITIONS		1
SECTION 1.1	Definitions	1
SECTION 1.2	Other Definitions and Provisions	33
SECTION 1.3	Accounting Terms	34
SECTION 1.4	UCC Terms	34
SECTION 1.5	Rounding	35
SECTION 1.6	References to Agreement and Laws	35
SECTION 1.7	Times of Day	35
SECTION 1.8	Letter of Credit Amounts	35
SECTION 1.9	Guarantees	35
SECTION 1.10	Covenant Compliance Generally	35

ARTICLE II REVOLVING CREDIT FACILITY		36
SECTION 2.1	Revolving Credit Loans	36
SECTION 2.2	Swingline Loans	36
SECTION 2.3	Procedure for Advances of Revolving Credit Loans and Swingline Loans	38
SECTION 2.4	Repayment and Prepayment of Revolving Credit and Swingline Loans	38
SECTION 2.5	Permanent Reduction of the Revolving Credit Commitment	39
SECTION 2.6	Termination of Revolving Credit Facility	40

ARTICLE III LETTER OF CREDIT FACILITY		40
SECTION 3.1	L/C Commitment	40
SECTION 3.2	Procedure for Issuance of Letters of Credit	41
SECTION 3.3	Commissions and Other Charges	42
SECTION 3.4	L/C Participations	42
SECTION 3.5	Reimbursement Obligation of the Borrower	43
SECTION 3.6	Obligations Absolute	43
SECTION 3.7	Effect of Letter of Credit Application	44
SECTION 3.8	Reporting of Letter of Credit Information and L/C Commitment	44
SECTION 3.9	Letters of Credit Issued for Subsidiaries	44

ARTICLE IV TERM LOAN FACILITY		44
SECTION 4.1	Initial Term Loan	44
SECTION 4.2	Procedure for Advance of Term Loan	45
SECTION 4.3	Repayment of Term Loans	45
SECTION 4.4	Prepayments of Term Loans	45

ARTICLE V GENERAL LOAN PROVISIONS		49
SECTION 5.1	Interest	49
SECTION 5.2	Notice and Manner of Conversion or Continuation of Loans	50
SECTION 5.3	Fees	51
SECTION 5.4	Manner of Payment	52
SECTION 5.5	Evidence of Indebtedness	52
SECTION 5.6	Sharing of Payments by Lenders	53
SECTION 5.7	Administrative Agent’s Clawback	53
SECTION 5.8	Changed Circumstances	54

SECTION 5.9	Indemnity	55
SECTION 5.10	Increased Costs	55
SECTION 5.11	Taxes	57
SECTION 5.12	Mitigation Obligations; Replacement of Lenders	60
SECTION 5.13	Incremental Loans	61
SECTION 5.14	Cash Collateral	65
SECTION 5.15	Defaulting Lenders	66
SECTION 5.16	Extension of Term Loans and Revolving Credit Commitments	68

ARTICLE VI CONDITIONS OF CLOSING AND BORROWING		71
SECTION 6.1	Conditions to Closing and Initial Extensions of Credit	71
SECTION 6.2	Conditions to All Extensions of Credit	76

ARTICLE VII REPRESENTATIONS AND WARRANTIES OF THE CREDIT PARTIES		77
SECTION 7.1	Organization; Power; Qualification	77
SECTION 7.2	Ownership	78
SECTION 7.3	Authorization; Enforceability	78
SECTION 7.4	Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc.	78
SECTION 7.5	Compliance with Law; Governmental Approvals	79
SECTION 7.6	Tax Returns and Payments	79
SECTION 7.7	Intellectual Property Matters	79
SECTION 7.8	Environmental Matters	79
SECTION 7.9	Employee Benefit Matters	80
SECTION 7.10	Margin Stock	82
SECTION 7.11	Government Regulation	82
SECTION 7.12	Insurance Matters	82
SECTION 7.13	Employee Relations	82
SECTION 7.14	Burdensome Provisions	82
SECTION 7.15	Financial Statements	82
SECTION 7.16	No Material Adverse Change	83
SECTION 7.17	Solvency	83
SECTION 7.18	Title to Properties	83
SECTION 7.19	Litigation	83
SECTION 7.20	Anti-Terrorism; Anti-Money Laundering; Foreign Corrupt Practices Act	83
SECTION 7.21	Absence of Defaults	84
SECTION 7.22	Senior Indebtedness Status	84
SECTION 7.23	Disclosure	84
SECTION 7.24	Security Documents	84

ARTICLE VIII AFFIRMATIVE COVENANTS		85
SECTION 8.1	Financial Statements and Budgets	85
SECTION 8.2	Certificates; Other Reports	86
SECTION 8.3	Notice of Litigation and Other Matters	88
SECTION 8.4	Preservation of Corporate Existence and Related Matters	89
SECTION 8.5	Maintenance of Property and Licenses	89
SECTION 8.6	Insurance	89
SECTION 8.7	Accounting Methods and Financial Records	90
SECTION 8.8	Payment of Taxes and Other Obligations	90
SECTION 8.9	Compliance with Laws and Approvals	90

SECTION 8.10	Environmental Laws	90
SECTION 8.11	Compliance with ERISA	90
SECTION 8.12	Compliance with Terms of Leaseholds	91
SECTION 8.13	Visits and Inspections	91
SECTION 8.14	Additional Subsidiaries	91
SECTION 8.15	Hedge Agreement	92
SECTION 8.16	Use of Proceeds	93
SECTION 8.17	Maintenance of Debt Ratings	93
SECTION 8.18	Further Assurances	93
SECTION 8.19	Post-Closing Matters	93

ARTICLE IX NEGATIVE COVENANTS		93
SECTION 9.1	Indebtedness	93
SECTION 9.2	Liens	96
SECTION 9.3	Investments	98
SECTION 9.4	Fundamental Changes	100
SECTION 9.5	Asset Dispositions	101
SECTION 9.6	Restricted Payments	102
SECTION 9.7	Transactions with Affiliates	102
SECTION 9.8	Accounting Changes; Organizational Documents	103
SECTION 9.9	Payments and Modifications of Certain Indebtedness	103
SECTION 9.10	No Further Negative Pledges; Restrictive Agreements	104
SECTION 9.11	Nature of Business	105
SECTION 9.12	Sale Leasebacks	105
SECTION 9.13	Financial Covenant	105

ARTICLE X DEFAULT AND REMEDIES		106
SECTION 10.1	Events of Default	106
SECTION 10.2	Remedies	108
SECTION 10.3	Rights and Remedies Cumulative; Non-Waiver; etc.	109
SECTION 10.4	Crediting of Payments and Proceeds	109
SECTION 10.5	Administrative Agent May File Proofs of Claim	110
SECTION 10.6	Credit Bidding	111

ARTICLE XI THE ADMINISTRATIVE AGENT		111
SECTION 11.1	Appointment and Authority	111
SECTION 11.2	Rights as a Lender	112
SECTION 11.3	Exculpatory Provisions	112
SECTION 11.4	Reliance by the Administrative Agent	113
SECTION 11.5	Delegation of Duties	113
SECTION 11.6	Resignation of Administrative Agent	113
SECTION 11.7	Non-Reliance on Administrative Agent and Other Lenders	114
SECTION 11.8	No Other Duties, Etc.	115
SECTION 11.9	Collateral and Guaranty Matters	115
SECTION 11.10	Secured Hedge Agreements and Secured Cash Management Agreements	116

ARTICLE XII MISCELLANEOUS		116
SECTION 12.1	Notices	116
SECTION 12.2	Amendments, Waivers and Consents	119
SECTION 12.3	Expenses; Indemnity	122

iii

SECTION 12.4	Right of Setoff	124
SECTION 12.5	Governing Law; Jurisdiction, Etc.	124
SECTION 12.6	Waiver of Jury Trial	125
SECTION 12.7	Reversal of Payments	125
SECTION 12.8	[Reserved]	126
SECTION 12.9	Successors and Assigns; Participations	126
SECTION 12.10	Treatment of Certain Information; Confidentiality	129
SECTION 12.11	Performance of Duties	130
SECTION 12.12	All Powers Coupled with Interest	130
SECTION 12.13	Survival	131
SECTION 12.14	Titles and Captions	131
SECTION 12.15	Severability of Provisions	131
SECTION 12.16	Counterparts; Integration; Effectiveness; Electronic Execution	131
SECTION 12.17	Term of Agreement	132
SECTION 12.18	USA PATRIOT Act	132
SECTION 12.19	No Advisory or Fiduciary Responsibility	132
SECTION 12.20	Inconsistencies with Other Documents	133

EXHIBITS
Exhibit A-1	-	Form of Revolving Credit Note
Exhibit A-2	-	Form of Swingline Note
Exhibit A-3	-	Form of Term Loan Note
Exhibit B	-	Form of Notice of Borrowing
Exhibit C	-	Form of Notice of Account Designation
Exhibit D	-	Form of Notice of Prepayment
Exhibit E	-	Form of Notice of Conversion/Continuation
Exhibit F	-	Form of Officer’s Compliance Certificate
Exhibit G	-	Form of Assignment and Assumption
Exhibit H-1	-	Form of U.S. Tax Compliance Certificate (Non-Partnership Foreign Lenders)
Exhibit H-2	-	Form of U.S. Tax Compliance Certificate (Non-Partnership Foreign Participants)
Exhibit H-3	-	Form of U.S. Tax Compliance Certificate (Foreign Participant Partnerships)
Exhibit H-4	-	Form of U.S. Tax Compliance Certificate (Foreign Lender Partnerships)

SCHEDULES
Schedule 1.1(a)(1)	-	Existing Comerica Letters of Credit
Schedule 1.1(a)(2)	-	Existing Wells Fargo Letters of Credit
Schedule 1.1(b)	-	Commitments and Commitment Percentages
Schedule 1.1(c)	-	At-Risk Pension Plans or Multiemployer Plans
Schedule 7.1	-	Jurisdictions of Organization and Qualification
Schedule 7.2	-	Subsidiaries and Capitalization
Schedule 7.6	-	Tax Matters
Schedule 7.8	-	Environmental Matters
Schedule 7.9	-	ERISA Plans
Schedule 7.13	-	Labor and Collective Bargaining Agreements
Schedule 7.18	-	Real Property
Schedule 7.19	-	Litigation
Schedule 7.24(a)	-	UCC Filing Offices
Schedule 8.19	-	Post-Closing Matters
Schedule 9.1	-	Existing Indebtedness
Schedule 9.2	-	Existing Liens
Schedule 9.3	-	Existing Loans, Advances and Investments
Schedule 9.7	-	Transactions with Affiliates

CREDIT AGREEMENT, dated as of June 17, 2014, by and among US ECOLOGY, INC., a Delaware corporation, as Borrower, the lenders who are party to this Agreement and the lenders who may become a party to this Agreement pursuant to the terms hereof, as Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative Agent for the Lenders, as Swingline Lender and as Issuing Lender.

STATEMENT OF PURPOSE

The Borrower has requested, and subject to the terms and conditions set forth in this Agreement, the Administrative Agent and the Lenders have agreed to extend, certain credit facilities to the Borrower.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, such parties hereby agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.1 Definitions . The following terms when used in this Agreement shall have the meanings assigned to them below:

“ Acquired Company ” means EQ Parent Company, Inc., a Delaware corporation.

“ Acquisition ” means the consummation of the transactions contemplated by the Acquisition Agreement.

“ Acquisition Agreement ” means the Stock Purchase Agreement, dated as of April 6, 2014, by and among the Acquired Company, the Seller and the Borrower.

“ Administrative Agent ” means Wells Fargo, in its capacity as Administrative Agent hereunder, and any successor thereto appointed pursuant to Section 11.6 .

“ Administrative Agent’s Office ” means the office of the Administrative Agent specified in or determined in accordance with the provisions of Section 12.1(c) .

“ Administrative Questionnaire ” means an administrative questionnaire in a form supplied by the Administrative Agent.

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

“ Agent Fee Letter ” means the separate agent fee letter agreement dated April 6, 2014 among the Borrower, the Administrative Agent and Wells Fargo Securities, LLC.

“ Agreement ” means this Credit Agreement.

“ Applicable Law ” means all applicable provisions of constitutions, laws, statutes, ordinances, rules, treaties, regulations, permits, licenses, binding written government approvals, binding written government interpretations and orders of courts or Governmental Authorities and all orders and decrees of all courts and arbitrators.

“ Applicable Margin ” means (a) in the case of the Term Loans, (i) if such Term Loan is a LIBOR Rate Loan, 3.00% per annum and (ii) if such Term Loan is a Base Rate Loan, 2.00% per annum and (b) in the case of the Revolving Credit Loans, the corresponding percentages per annum as set forth below based on the Consolidated Total Leverage Ratio:

Pricing Level	Consolidated Total Leverage Ratio	LIBOR +		Base Rate +		Commitment Fee
I	Equal to or greater than 3.50 to 1.00	3.25	%	2.25	%	0.50	%
II	Equal to or greater than 2.75 to 1.00, but less than 3.50 to 1.00	3.00	%	2.00	%	0.50	%
III	Equal to or greater than 2.00 to 1.00, but less than 2.75 to 1.00	2.75	%	1.75	%	0.375	%
IV	Less than 2.00 to 1.00	2.25	%	1.25	%	0.25	%

The Applicable Margin shall be determined and adjusted quarterly on the date five (5) Business Days after the day on which the Borrower provides an Officer’s Compliance Certificate pursuant to Section 8.2(a) for the most recently ended fiscal quarter of the Borrower (each such date, a “ Calculation Date ”); provided that (a) the Applicable Margin shall be based on Pricing Level II until the Calculation Date with respect to the first full fiscal quarter occurring after the Closing Date and, thereafter the Pricing Level shall be determined by reference to the Consolidated Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, and (b) if the Borrower fails to provide an Officer’s Compliance Certificate when due as required by Section 8.2(a) for the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, the Applicable Margin from the date on which such Officer’s Compliance Certificate was required to have been delivered shall be based on Pricing Level I until such time as such Officer’s Compliance Certificate is delivered, at which time the Pricing Level shall be determined by reference to the Consolidated Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding such Calculation Date. The applicable Pricing Level shall be effective from one Calculation Date until the next Calculation Date. Any adjustment in the Pricing Level shall be applicable to all Extensions of Credit (other than the Term Loans) then existing or subsequently made or issued.

Notwithstanding the foregoing, in the event that any financial statement or Officer’s Compliance Certificate delivered pursuant to Section 8.1 or 8.2(a) is shown to be inaccurate (regardless of whether (i) this Agreement is in effect, (ii) any Commitments are in effect, or (iii) any Extension of Credit is outstanding when such inaccuracy is discovered or such financial statement or Officer’s Compliance Certificate was delivered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “ Applicable Period ”) than the Applicable Margin applied for such Applicable Period, then (A) the Borrower shall promptly (but in any event within five (5) Business Days) deliver to the Administrative Agent a corrected Officer’s Compliance Certificate for such Applicable Period, (B) the Applicable Margin for such Applicable Period shall be determined as if the Consolidated Total Leverage Ratio in the corrected Officer’s Compliance Certificate were applicable for such Applicable Period, and (C) the Borrower shall promptly (but in any event within five (5) Business Days) and retroactively be obligated to pay to the Administrative Agent the accrued additional interest and fees owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Administrative Agent in accordance with Section 5.4 . Nothing in this paragraph shall limit the rights of the Administrative Agent and Lenders with respect to Sections 5.1(b) and 10.2 nor any of their other rights under this Agreement or any other Loan Document. The Borrower’s obligations under this paragraph shall survive the termination of the Commitments and the repayment of all other Obligations hereunder.

The Applicable Margins set forth above shall be increased as, and to the extent, required by Section 5.13 .

“ Approved Fund ” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“ Arrangers ” means each of Wells Fargo Securities, LLC and Credit Suisse Securities (USA) LLC, in its capacity as joint lead arranger and joint bookrunner.

“ Arrangers Fee Letter ” means the separate arrangers fee letter agreement dated April 6, 2014 among the Borrower, the Administrative Agent, the Arrangers and Credit Suisse AG.

“ Asset Disposition ” means the sale, transfer, license, lease or other disposition of any Property (including any disposition of Equity Interests (other than Equity Interests in the Borrower)) by any Credit Party or any Subsidiary thereof (or the granting of any option or other right to do any of the foregoing), and any issuance of Equity Interests by any Subsidiary of the Borrower to any Person that is not a Credit Party or any Subsidiary thereof (other than any issuance of directors’ qualifying shares or of nominal amounts of other Equity Interests that are required to be held by specified Persons under Applicable Law). The term “ Asset Disposition ” shall not include (a) the sale of inventory in the ordinary course of business, (b) the transfer of assets to the Borrower or any Subsidiary Guarantor pursuant to any other transaction permitted pursuant to Section 9.4 , (c) the write-off, discount, sale or other disposition of defaulted or past-due receivables and similar obligations in the ordinary course of business and not undertaken as part of an accounts receivable financing transaction, (d) the disposition of any Hedge Agreement, (e) dispositions of Investments in cash and Cash Equivalents, (f) the transfer by any Credit Party of its assets to any other Credit Party, (g) the transfer by any Non-Guarantor Subsidiary of its assets to any Credit Party ( provided that in connection with any new transfer, such Credit Party shall not pay more than an amount equal to the fair market value of such assets as determined in good faith at the time of such transfer), (h) the transfer by any Non-Guarantor Subsidiary of its assets to any other Non-Guarantor Subsidiary, (i) Investments permitted under Section 9.3 , (j) Restricted Payments permitted under Section 9.6 , and (k) sales, transfers or other dispositions not in excess of $4,000,000 in the aggregate in any Fiscal Year.

“ Assignment and Assumption ” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 12.9 ), and accepted by the Administrative Agent, in substantially the form attached as Exhibit G or any other form approved by the Administrative Agent.

“ Attributable Indebtedness ” means, on any date of determination, (a) in respect of any Capital Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease, the capitalized amount or principal amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a Capital Lease.

“ Available Amount ” shall mean, on any date of determination, an amount equal to, without duplication, (a) $15,000,000, plus (b) the cumulative amount of Excess Cash Flow for all Fiscal Years of the Borrower then ended after the Closing Date (commencing with the Fiscal Year ending December 31, 2015) to the extent such Excess Cash Flow is not and was not required to be applied to prepay Loans in accordance with Section 4.4(b)(v) ( provided that Excess Cash Flow for the then most recently ended Fiscal Year, if the required date of prepayment of such Excess Cash Flow for such Fiscal Year has not yet occurred pursuant to Section 4.4(b)(v) , shall only be included in the amount calculated under this clause (b) if the financial statements that are required to be delivered under Section 8.1(a) for such Fiscal Year

have been delivered and the amount of Excess Cash Flow for such Fiscal Year required to be applied to prepay Loans in accordance with Section 4.4(b)(v) has been calculated), plus (c) the amount of Net Cash Proceeds of Equity Issuances of the Borrower other than Disqualified Equity Interests, plus (d) an amount equal to the aggregate repayments, interest, returns, profits, distributions, proceeds, fees and similar amounts actually received in cash or Cash Equivalents (or actually converted into cash or Cash Equivalents) by the Borrower or any of the Subsidiaries (not to exceed the original amount of such Investment) in respect of any Investment made since the Closing Date pursuant to Section 9.3(k) minus (e) the sum of any amounts used on or prior to such date of determination in reliance on the Available Amount (including, without limitation, Investments made under Section 9.3(k) , Restricted Payments made under Section 9.6(d) and payments and prepayments made under Section 9.9(b)(iii) ).

“ Base Rate ” means, at any time, the highest of (a) the Prime Rate, (b) the Federal Funds Rate plus 0.50% and (c) LIBOR for an Interest Period of one month plus 1%; each change in the Base Rate shall take effect simultaneously with the corresponding change or changes in the Prime Rate, the Federal Funds Rate or LIBOR ( provided that clause (c) shall not be applicable during any period in which LIBOR is unavailable or unascertainable); provided that in no event shall the Base Rate applicable to the Term Loans be less than 1.75%.

“ Base Rate Loan ” means any Loan bearing interest at a rate based upon the Base Rate as provided in Section 5.1(a) .

“ Bona Fide Lending Entity ” shall mean any bona fide (A) debt fund, (B) investment vehicle, (C) regulated bank entity or (D) non-regulated lending entity that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of business.

“ Borrower ” means US Ecology, Inc., a Delaware corporation.

“ Borrower Materials ” has the meaning assigned thereto in Section 8.2 .

“ Business Day ” means (a) for all purposes other than as set forth in clause (b) below, any day other than a Saturday, Sunday or legal holiday on which banks in New York, New York, are open for the conduct of their commercial banking business and (b) with respect to all notices and determinations in connection with, and payments of principal and interest on, any LIBOR Rate Loan, or any Base Rate Loan as to which the interest rate is determined by reference to LIBOR, any day that is a Business Day described in clause (a) and that is also a London Banking Day.

“ Calculation Date ” has the meaning assigned thereto in the definition of Applicable Margin.

“ Capital Expenditures ” means, with respect to the Borrower and its Subsidiaries on a Consolidated basis, for any period, (a) the additions to property, plant and equipment and other capital expenditures that are (or would be) set forth in a Consolidated statement of cash flows of such Person for such period prepared in accordance with GAAP and (b) Capital Lease Obligations during such period, but excluding expenditures for the restoration, repair or replacement of any fixed or capital asset which was destroyed or damaged, in whole or in part, to the extent financed by the proceeds of an insurance policy maintained by such Person.

“ Capital Lease Obligations ” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as

capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

“ Cash Collateralize ” means, to deposit in a Controlled Account or to pledge and deposit with, or deliver to, the Administrative Agent, for the benefit of one or more of the Issuing Lenders, the Swingline Lender or the Lenders, as collateral for L/C Obligations or obligations of the Lenders to fund participations in respect of L/C Obligations or Swingline Loans, cash or deposit account balances or, if the Administrative Agent, the applicable Issuing Lender and the Swingline Lender shall agree, in their sole discretion, other credit support, in each case pursuant to documentation in form and substance satisfactory to the Administrative Agent, such Issuing Lender and the Swingline Lender, as applicable. “ Cash Collateral ” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“ Cash Equivalents ” means, collectively, (a) marketable direct obligations issued or unconditionally guaranteed by the United States or any agency thereof maturing within one hundred and eighty (180) days from the date of acquisition thereof, (b) commercial paper maturing no more than two hundred and seventy (270) days from the date of creation thereof and currently having the highest rating obtainable from either S&P or Moody’s, (c) certificates of deposit maturing no more than one hundred and eighty (180) days from the date of creation thereof issued by commercial banks incorporated under the laws of the United States, each having combined capital, surplus and undivided profits of not less than $500,000,000 and having a rating of “A” or better by a nationally recognized rating agency, (d) time deposits maturing no more than one hundred and eighty (180) days from the date of creation thereof with commercial banks or savings banks or savings and loan associations each having membership either in the FDIC or the deposits of which are insured by the FDIC and in amounts not exceeding the maximum amounts of insurance thereunder, (e) investments in “money market funds” within the meaning of Rule 2a-7 of the Investment Company Act of 1940, as amended, that have the highest ratings available from S&P and Moody’s and portfolio assets of at least $5,000,000,000, and substantially all of whose assets are invested in investments of the type described in clauses (a) through (d) above; and (f) other short-term investments utilized by Foreign Subsidiaries in accordance with normal investment practices for cash management in investments of a type analogous to the foregoing.

“ Cash Management Agreement ” means any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card (including non-card electronic payables), electronic funds transfer and other cash management arrangements.

“ Cash Management Bank ” means any Person that, (a) at the time it enters into a Cash Management Agreement with a Credit Party, is a Lender, an Affiliate of a Lender, the Administrative Agent or an Affiliate of the Administrative Agent, or (b) at the time it (or its Affiliate) becomes a Lender (including on the Closing Date), is a party to a Cash Management Agreement with a Credit Party, in each case in its capacity as a party to such Cash Management Agreement.

“ Change in Control ” means an event or series of events by which:

(a) (i) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding any employee benefit plan of such person or its Subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a “person” or “group” shall be deemed to have “beneficial ownership” of all Equity Interests that such “person” or “group” has the right to acquire, whether such right is exercisable immediately or only after the passage of time, directly or indirectly, of more than thirty-five percent (35%) of the Equity Interests of the Borrower entitled to vote in the election of members of the board of directors (or

equivalent governing body) of the Borrower or (ii) a majority of the members of the board of directors (or other equivalent governing body) of the Borrower shall not constitute Continuing Directors; or

(b) there shall have occurred under any indenture or other instrument evidencing any Indebtedness or Disqualified Equity Interests in excess of $25,000,000 any “change in control” or similar provision (as set forth in the indenture, agreement or other evidence of such Indebtedness) obligating the Borrower or any of its Subsidiaries to repurchase, redeem or repay all or any part of the Indebtedness or Disqualified Equity Interests provided for therein.

“ Change in Law ” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“ Class ” means, when used in reference to any Loan, whether such Loan is a Revolving Credit Loan, Swingline Loan or Term Loan and, when used in reference to any Commitment, whether such Commitment is a Revolving Credit Commitment or a Term Loan Commitment.

“ Closing Date ” means the date of this Agreement.

“ Code ” means the Internal Revenue Code of 1986, and the rules and regulations promulgated thereunder.

“ Collateral ” means the collateral security for the Secured Obligations pledged or granted pursuant to the Security Documents.

“ Collateral Agreement ” means the collateral agreement of even date herewith executed by the Credit Parties in favor of the Administrative Agent, for the ratable benefit of the Secured Parties.

“ Commitment Fee ” has the meaning assigned thereto in Section 5.3(a) .

“ Commitment Percentage ” means, as to any Lender, such Lender’s Revolving Credit Commitment Percentage or Term Loan Percentage, as applicable.

“ Commitments ” means, collectively, as to all Lenders, the Revolving Credit Commitments and the Term Loan Commitments of such Lenders.

“ Commodity Exchange Act ” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.).

“ Connection Income Taxes ” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“ Consolidated ” means, when used with reference to financial statements or financial statement items of any Person, such statements or items on a consolidated basis in accordance with applicable principles of consolidation under GAAP.

“ Consolidated EBITDA ” means, for any period, the sum of the following determined on a Consolidated basis, without duplication, for the Borrower and its Subsidiaries in accordance with GAAP (if applicable): (a) Consolidated Net Income for such period plus (b) the sum of the following, without duplication, to the extent deducted in determining Consolidated Net Income for such period: (i) income taxes, (ii) Consolidated Interest Expense and (iii) amortization, depreciation and other non-cash items (except to the extent that such non-cash items are reserves or accruals for cash charges to be taken in the future), (iv) extraordinary, unusual or non-recurring losses and cash charges, (v) Transaction Costs incurred in connection with the Transactions, (vi) non-cash accretion and adjustments of closure/post-closure obligations, (vii) non-cash stock based compensation charges, (viii) expenses incurred in connection with closing facilities or facility relocations and (ix) fees and expenses (w) incurred to source, evaluate, diligence and make an Investment permitted hereunder, (x) in connection with the issuance, prepayment or amendment of or refinancing of Indebtedness permitted hereunder (including all fees and expenses of the agent or lenders under any such Indebtedness), (y) in connection with a disposition of assets or property of the Borrower or any of its Subsidiaries outside of the ordinary course of business permitted hereunder or (z) in connection with an Equity Issuance permitted hereunder, in each case under this clause (ix) whether or not such transaction is consummated less (c) the sum of the following, without duplication, to the extent included in determining Consolidated Net Income for such period: (i) interest income, (ii) any extraordinary, unusual or non-recurring gains and (iii) non-cash gains or non-cash items increasing Consolidated Net Income (excluding any such non-cash item to the extent it represents the reversal of an accrual or a reserve for a potential cash charge in any prior period that was not added back to Consolidated EBITDA in a prior period). Notwithstanding the foregoing, (a) Consolidated EBITDA for (i) the fiscal quarter ended September 30, 2013 shall be $35,800,000, (ii) the fiscal quarter ended December 31, 2013 shall be $35,300,000 and (iii) the fiscal quarter ended March 31, 2014 shall be $26,100,000 and (b) with respect to any Specified Transactions, Consolidated EBITDA shall be calculated on a Pro Forma Basis.

“ Consolidated Funded Indebtedness ” means, with respect to any Person at any date and without duplication, the sum of the following: (a) all obligations for borrowed money including, but not limited to, obligations evidenced by bonds, debentures, notes or other similar instruments of any such Person; (b) all obligations to pay the deferred purchase price of property or services of any such Person, except (i) trade payables arising in the ordinary course of business not more than ninety (90) days past due, or that are currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided for on the books of such Person and (ii) earn-outs, hold-backs and other deferred payment of consideration in respect of permitted acquisitions to the extent not required to be reflected as liabilities on the balance sheet of the Borrower and its Subsidiaries in accordance with GAAP; (c) the Attributable Indebtedness of such Person with respect to such Person’s Capital Lease Obligations and synthetic leases (regardless of whether accounted for as indebtedness under GAAP); (d) all obligations of such Person under conditional sale or other title retention agreements relating to property purchased by such Person to the extent of the value of such property (other than customary reservations or retentions of title under agreements with suppliers entered into in the ordinary course of business); (e) all Indebtedness of any other Person secured by a Lien on any asset owned or being purchased by such Person (including Indebtedness arising under conditional sales or other title retention agreements except trade payables arising in the ordinary course of business), whether or not such Indebtedness shall have been assumed by such Person or is limited in recourse; provided , however , that if such obligations have not been assumed, the amount of such Indebtedness included for the purpose of this definition will be the amount equal to the lesser of the fair market value of such property and the amount of the Indebtedness secured; (f) all obligations of any such Person in respect of Disqualified

Equity Interests; and (g) all Guarantees of any such Person with respect to any of the foregoing; provided that intercompany Indebtedness amongst the Borrower and its Wholly-Owned Subsidiaries shall not constitute Consolidated Funded Indebtedness.

“ Consolidated Interest Expense ” means, for any period, the sum of the following determined on a Consolidated basis, without duplication, for the Borrower and its Subsidiaries in accordance with GAAP, interest expense (including, without limitation, interest expense attributable to Capital Lease Obligations and all net payment obligations pursuant to Hedge Agreements and amortization or write-off of debt discount and debt issuance costs and commissions, discounts and other fees and charges associated with Indebtedness) for such period.

“ Consolidated Net Income ” means, for any period, the net income (or loss) of the Borrower and its Subsidiaries for such period, determined on a Consolidated basis, without duplication, in accordance with GAAP; provided , that in calculating Consolidated Net Income of the Borrower and its Subsidiaries for any period, there shall be excluded (a) the net income (or loss) of any Person (other than a Subsidiary which shall be subject to clause (c) below), in which the Borrower or any of its Subsidiaries has a joint interest with a third party, except to the extent such net income is actually paid in cash to the Borrower or any of its Subsidiaries by dividend or other distribution during such period, (b) the net income (or loss) of any Person accrued prior to the date it becomes a Subsidiary of the Borrower or any of its Subsidiaries or is merged into or consolidated with the Borrower or any of its Subsidiaries or that Person’s assets are acquired by the Borrower or any of its Subsidiaries except to the extent included pursuant to the foregoing clause (a), (c) the net income (if positive), of any Subsidiary to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary to the Borrower or any of its Subsidiaries of such net income (i) is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to such Subsidiary or (ii) would be subject to any taxes payable on such dividends or distributions, but in each case only to the extent of such prohibition or taxes, (d) any gain or loss from asset dispositions outside of the ordinary course of business during such period, (e) any non-cash gain or loss from arrangements under Hedge Agreements and (f) any non-cash foreign currency translation gain or loss.

“ Consolidated Senior Secured Leverage Ratio ” means, as of any date of determination, the ratio of (a) Consolidated Funded Indebtedness on such date that is secured by a Lien on property or assets of the Borrower and its Subsidiaries to (b) Consolidated EBITDA for the period of four (4) consecutive fiscal quarters ending on or immediately prior to such date.

“ Consolidated Total Leverage Ratio ” means, as of any date of determination, the ratio of (a) Consolidated Funded Indebtedness on such date to (b) Consolidated EBITDA for the period of four (4) consecutive fiscal quarters ending on or immediately prior to such date.

“ Continuing Directors ” means the directors of the Borrower on the Closing Date and each other director of the Borrower, if, in each case, such other director’s nomination for election to the board of directors (or equivalent governing body) of the Borrower is recommended by at least 51% of the then Continuing Directors.

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

“ Controlled Account ” means each deposit account and securities account that is subject to an account control agreement in form and substance satisfactory to the Administrative Agent and each

Issuing Lender that is entitled to Cash Collateral hereunder at the time such control agreement is executed.

“ Credit Facility ” means, collectively, the Revolving Credit Facility, the Term Loan Facility, the Swingline Facility and the L/C Facility.

“ Credit Parties ” means, collectively, the Borrower and the Subsidiary Guarantors.

“ Debt Issuance ” means the issuance of any Indebtedness for borrowed money by any Credit Party or any of its Subsidiaries.

“ Debt Rating ” means, as applicable, (a) the public corporate family rating of the Borrower as determined by Moody’s from time to time, (b) the public corporate rating of the Borrower as determined by S&P from time to time and (c) the public ratings of the Credit Facility as determined by each of Moody’s and S&P from time to time.

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

“ Default ” means any of the events specified in Section 10.1 which with the passage of time, the giving of notice or any other condition, would constitute an Event of Default.

“ Defaulting Lender ” means, subject to Section 5.15(b) , any Lender that (a) has failed to (i) fund all or any portion of the Revolving Credit Loans, any Term Loan, participations in L/C Obligations or participations in Swingline Loans required to be funded by it hereunder within two Business Days of the date such Loans or participations were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, any Issuing Lender, the Swingline Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swingline Loans) within two Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent, any Issuing Lender or the Swingline Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder ( provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) after the date of this Agreement, has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the FDIC or any other state or federal regulatory authority acting in such a capacity; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with

immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 5.15(b) ) upon delivery of written notice of such determination to the Borrower, each Issuing Lender, the Swingline Lender and each Lender.

“ Disqualified Equity Interests ” means any Equity Interests that, by their terms (or by the terms of any security or other Equity Interest into which they are convertible or for which they are exchangeable) or upon the happening of any event or condition, (a) mature or are mandatorily redeemable (other than solely for Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments), (b) are redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests) (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments), in whole or in part, (c) provide for the scheduled payment of dividends in cash or (d) are or become convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is 91 days after the Term Loan Maturity Date; provided that if such Equity Interests are issued pursuant to a plan for the benefit of current or former employees, officers, directors or consultants of the Borrower or its Subsidiaries or by any such plan to such individuals, such Equity Interests shall not constitute Disqualified Equity Interests solely because they may be required to be repurchased by the Borrower or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations.

“ Disqualified Lender ” means (a) competitors of the Borrower and its Subsidiaries designated in writing to the Administrative Agent prior to the date hereof and (b) certain banks, financial institutions and other entities designated in writing by the Borrower prior to the date hereof; provided that the Borrower shall also be permitted to supplement the list of Disqualified Lenders upon reasonable notice after the date hereof in the form of a written list provided to the Administrative Agent to the extent such list is reasonably acceptable to the Administrative Agent. Such supplement shall become effective two Business Days after delivery to the Administrative Agent, and shall not apply retroactively to disqualify the transfer of an interest in the Credit Facility that was effective prior to the effective date of such supplement. In no event shall a Bona Fide Lending Entity be a Disqualified Lender, unless such Bona Fide Lending Entity is identified under clause (b) above. Upon request by any Lender or prospective Lender, the list of Disqualified Lenders shall be distributed to such Lender or prospective Lender and the Borrower hereby consents to such distribution.

“ Dollars ” or “ $ ” means, unless otherwise qualified, dollars in lawful currency of the United States.

“ Domestic Subsidiary ” means any Subsidiary created or organized in the United States or under the law of the United States or of any U.S. state or the District of Columbia.

“ Effective Yield ” means, as to any tranche (or Series) of commitments or loans under this Agreement, the effective yield on such tranche (or Series) as reasonably determined by the Administrative Agent, taking into account the applicable interest rate margins, interest rate benchmark floors and all fees, including recurring, up-front or similar fees or original issue discount (amortized over the shorter of

(x) the life of such loans and (y) the four years following the date of incurrence thereof) payable generally to lenders making such loans, but excluding (i) any arrangement, structuring, underwriting or other fees payable to the Arrangers (or their Affiliates) or, with respect to Incremental Term Loans of any Series, to one or more other arrangers (or their Affiliates), in connection therewith that are not generally shared with the lenders thereunder and (ii) any customary consent fees paid generally to consenting lenders.

“ Eligible Assignee ” means any Person that meets the requirements to be an assignee under Section 12.9(b)(iii) , (v) and (vi) (subject to such consents, if any, as may be required under Section 12.9(b)(iii) ).

“ Employee Benefit Plan ” means (a) any employee benefit plan within the meaning of Section 3(3) of ERISA that is maintained for employees of any Credit Party or any ERISA Affiliate or (b) any Pension Plan that has at any time within the preceding seven (7) years been maintained, funded or administered for the employees of any Credit Party or any current or former ERISA Affiliate, in any case, excluding a Multiemployer Plan.

“ Environmental Claims ” means any and all administrative, regulatory or judicial actions, suits, demands, demand letters, claims, Liens, notices of noncompliance or violation, investigations (other than internal reports prepared by any Person in the ordinary course of business and not in response to any third party action or request of any kind) or proceedings brought or threatened by any Person and relating in any way to any actual or alleged violation by Borrower or any of its Subsidiaries of, or liability of Borrower or any of its Subsidiaries under, any Environmental Law or relating to any permit issued, or any approval given, to Borrower or any of its Subsidiaries under any such Environmental Law, including, without limitation, any and all claims by Governmental Authorities for enforcement, cleanup, removal, response, remedial or other actions or damages, contribution, indemnification, cost recovery, compensation or injunctive relief, or for damages to any persons or property, resulting from Hazardous Materials or otherwise arising from applicable Environmental Laws (including common law) and including without limitation any alleged injury or threat of injury to public health or the environment.

“ Environmental Laws ” means any and all applicable federal, foreign, state, provincial and local laws (including common law), statutes, ordinances, codes, rules, regulations, permits, licenses, written approvals, binding written interpretations and orders of courts or Governmental Authorities, relating to the protection of public health from exposure to Hazardous Materials or the environment, including, but not limited to, requirements pertaining to the manufacture, processing, distribution, use, treatment, storage, disposal, transportation, handling, reporting, licensing, permitting, investigation or remediation of Hazardous Materials.

“ Equity Interests ” means (a) in the case of a corporation, capital stock, (b) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock, (c) in the case of a partnership, partnership interests (whether general or limited), (d) in the case of a limited liability company, membership interests, (e) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person and (f) any and all warrants, rights or options to purchase any of the foregoing.

“ Equity Issuance ” means (a) any issuance by the Borrower or any other Credit Party of shares of its Equity Interests to any Person that is not a Credit Party (including, without limitation, in connection with the exercise of options or warrants or the conversion of any debt securities to equity but excluding any issuance of directors’ qualifying shares or of nominal amounts of other Equity Interests that are required to be held by specified Person’s under Applicable Law) and (b) any capital contribution from

any Person that is not a Credit Party into any Credit Party or any first-tier Subsidiary of any Credit Party. The term “Equity Issuance” shall not include (A) any Asset Disposition or (B) any Debt Issuance.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, and the rules and regulations thereunder.

“ ERISA Affiliate ” means any Person who together with any Credit Party or any of its Subsidiaries is treated as a single employer within the meaning of Section 414(b), (c), (m) or (o) of the Code or Section 4001(b) of ERISA.

“ Eurodollar Reserve Percentage ” means, for any day, the percentage which is in effect for such day as prescribed by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement (including, without limitation, any basic, supplemental or emergency reserves) in respect of eurocurrency liabilities or any similar category of liabilities for a member bank of the Federal Reserve System in New York City.

“ Event of Default ” means any of the events specified in Section 10.1 ; provided that any requirement for passage of time, giving of notice, or any other condition, has been satisfied.

“ Excess Cash Flow ” means, for the Borrower and its Subsidiaries on a Consolidated basis, in accordance with GAAP for any Fiscal Year, the excess, if any, of: (a) the sum, without duplication, of (i) Consolidated Net Income for such Fiscal Year, (ii) an amount equal to the amount of all non-cash charges to the extent deducted in determining Consolidated Net Income for such Fiscal Year and (iii) decreases in Working Capital for such Fiscal Year, minus (b) the sum, without duplication, of (i) the aggregate amount of cash actually paid by the Borrower and its Subsidiaries during such Fiscal Year on account of Capital Expenditures and Investments under Sections 9.3(c) , (d) , (f) , (g) and (p) (in each case under this clause (i) other than to the extent any such Capital Expenditure or Investment is made with the proceeds of Indebtedness, any Equity Issuance, asset sale, casualty proceeds, condemnation proceeds or other proceeds to the extent not included in Consolidated Net Income), (ii) the aggregate amount of all scheduled principal payments of Indebtedness made by the Borrower and its Subsidiaries during such Fiscal Year, but only to the extent that such payments by their terms cannot be reborrowed or redrawn and do not occur in connection with a refinancing of all or any portion of such Indebtedness, (iii) an amount equal to the amount of all non-cash credits to the extent included in determining Consolidated Net Income for such Fiscal Year, (iv) Restricted Payments actually made under Section 9.6(h) in an amount not exceeding $18,000,000 per year and (v) increases to Working Capital for such Fiscal Year.

“ Excess Cash Flow Prepayment Percentage ” means, for any Fiscal Year, (i) 50%, if the Consolidated Total Leverage Ratio as of the last day of the applicable Fiscal Year is greater than 2.50 to 1.00, and (ii) 0% if the Consolidated Total Leverage Ratio as of the last day of such Fiscal Year is equal to or less than 2.50 to 1.00.

“ Exchange Act ” means the Securities Exchange Act of 1934.

“ Excluded Swap Obligation ” means, with respect to any Credit Party other than the Borrower, any Swap Obligation if, and to the extent that, all or a portion of the liability of such Credit Party for or the guarantee of such Credit Party of, or the grant by such Credit Party of a security interest to secure, such Swap Obligation (or any liability or guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Credit Party’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the liability for or the guarantee of such Credit Party or the grant of

such security interest becomes effective with respect to such Swap Obligation (such determination being made after giving effect to any applicable keepwell, support or other agreement for the benefit of the applicable Credit Party, including under Section 2.18 of the Guaranty Agreement). If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such guarantee or security interest is or becomes illegal for the reasons identified in the immediately preceding sentence of this definition.

“ Excluded Taxes ” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, United States federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 5.12(b) ) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 5.11 , amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 5.11(g) and (d) any United States federal withholding Taxes imposed under FATCA.

“ Existing EQ Holdings Credit Agreement ” means that certain Second Amended and Restated Revolving Credit and Term Loan Agreement, dated as of July 29, 2013, by and among EQ Holdings, Inc., the financial institutions from time to time signatory thereto and Comerica Bank, as administrative agent.

“ Existing Issuing Lender Fee Letter ” means the separate agent fee letter agreement dated as of even date herewith, between the Borrower and Comerica Bank.

“ Existing Comerica Letters of Credit ” means those letters of credit existing on the Closing Date and identified on Schedule 1.1(a)(1) .

“ Existing Wells Fargo Letters of Credit ” means those letters of credit existing on the Closing Date and identified on Schedule 1.1(a)(2) .

“ Existing US Ecology Credit Agreement ” means that certain Credit Agreement, dated as of October 29, 2010, by and between the Borrower and Wells Fargo Bank, National Association.

“ Extended Revolving Credit Commitment ” has the meaning assigned thereto in Section 5.16(a)(ii) .

“ Extended Revolving Loans ” has the meaning assigned thereto in Section 5.16(a)(ii) .

“ Extended Term Loans ” has the meaning assigned thereto in Section 5.16(a)(iii) .

“ Extending Revolving Lender ” has the meaning assigned thereto in Section 5.16(a)(ii) .

“ Extending Term Lender ” has the meaning assigned thereto in Section 5.16(a)(iii) .

“ Extension ” has the meaning assigned thereto in Section 5.16(a) .

“ Extension Amendment ” has the meaning assigned thereto in Section 5.16(c) .

“ Extension Offer ” has the meaning assigned thereto in Section 5.16(a) .

“ Extensions of Credit ” means, as to any Lender at any time, (a) an amount equal to the sum of (i) the aggregate principal amount of all Revolving Credit Loans made by such Lender then outstanding, (ii) such Lender’s Revolving Credit Commitment Percentage of the L/C Obligations then outstanding, (iii) such Lender’s Revolving Credit Commitment Percentage of the Swingline Loans then outstanding and (iv) the aggregate principal amount of Term Loans made by such Lender then outstanding, or (b) the making of any Loan or participation in any Letter of Credit by such Lender, as the context requires.

“ FATCA ” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code, and any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to such intergovernmental agreement.

“ FDIC ” means the Federal Deposit Insurance Corporation.

“ Federal Funds Rate ” means, for any day, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day (or, if such day is not a Business Day, for the immediately preceding Business Day), as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day, provided that if such rate is not so published for any day which is a Business Day, the average of the quotation for such day on such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by the Administrative Agent.

“ Fee Letters ” means, collectively, the Agent Fee Letter, the Arrangers Fee Letter and the Existing Issuing Lender Fee Letter.

“ Financial Covenant Event of Default ” has the meaning assigned thereto in Section 10.1(d) .

“ First Tier Foreign Subsidiary ” means (a) any Foreign Subsidiary that is a “controlled foreign corporation” within the meaning of Section 957 of the Code or (b) any Domestic Subsidiary all or substantially all of the assets of which consist of Equity Interests of one or more Subsidiaries described in clause (a) above, and in each case, the Equity Interests of which are owned directly by any Credit Party.

“ Fiscal Year ” means the fiscal year of the Borrower and its Subsidiaries ending on December 31.

“ Foreign Casualty Event ” means any Insurance and Condemnation Event resulting in the receipt of Net Cash Proceeds by a Foreign Subsidiary and giving rise to a prepayment pursuant to Section 4.4(b)(iv) .

“ Foreign Disposition ” means any Asset Disposition resulting in the receipt of Net Cash Proceeds by a Foreign Subsidiary and giving rise to a prepayment pursuant to Section 4.4(b)(iii) .

“ Foreign Lender ” means (a) if the Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if the Borrower is not a U.S. Person, a Lender that is resident or organized under the laws of a jurisdiction other than that in which the Borrower is resident for tax purposes.

“ Foreign Subsidiary ” means any Subsidiary that is not a Domestic Subsidiary.

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

“ Fund ” means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.

“ GAAP ” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.

“ Governmental Approvals ” means all authorizations, consents, approvals, permits, licenses and exemptions of, and all registrations and filings with or issued by, any Governmental Authorities.

“ Governmental Authority ” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“ Guarantee ” of or by any Person (the “ guarantor ”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “ primary obligor ”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation or (e) for the purpose of assuming in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (whether in whole or in part); provided , however , that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business.

“ Guaranty Agreement ” means the unconditional guaranty agreement of even date herewith executed by the Borrower and the Subsidiary Guarantors in favor of the Administrative Agent, for the ratable benefit of the Secured Parties.

“ Hazardous Materials ” means any substances or materials (a) which are defined as hazardous wastes, hazardous substances, pollutants, contaminants, or toxic substances under any Environmental Law, (b) which are toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic or otherwise harmful to public health or the environment and are or become regulated by any Governmental Authority with applicable jurisdiction, (c) the presence of which require investigation or remediation under any Environmental Law, (d) the discharge or emission or release of which requires a permit, license or other Governmental Approval under any Environmental Law, (e) which are deemed by a Governmental Authority with applicable jurisdiction to constitute a nuisance or a trespass which pose an environmental health or safety hazard to Persons or neighboring properties, or (f) which contain, without limitation, asbestos, polychlorinated biphenyls, urea formaldehyde foam insulation, petroleum hydrocarbons, petroleum derived substances or waste, crude oil, nuclear fuel, natural gas or synthetic gas.

“ Hedge Agreement ” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement.

“ Hedge Bank ” means any Person that, (a) at the time it enters into a Hedge Agreement with a Credit Party permitted under Article IX , is a Lender, an Affiliate of a Lender, the Administrative Agent or an Affiliate of the Administrative Agent or (b) at the time it (or its Affiliate) becomes a Lender (including on the Closing Date), is a party to a Hedge Agreement with a Credit Party, in each case in its capacity as a party to such Hedge Agreement.

“ Hedge Termination Value ” means, in respect of any one or more Hedge Agreements, after taking into account the effect of any legally enforceable netting agreement relating to such Hedge Agreements, (a) for any date on or after the date such Hedge Agreements have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Hedge Agreements, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Hedge Agreements (which may include a Lender or any Affiliate of a Lender).

“ Immaterial Subsidiary ” means, as of any date of determination, any Subsidiary of the Borrower with total assets having a fair market value of less than $5,000,000.

“ Increased Amount Date ” has the meaning assigned thereto in Section 5.13(a) .

“ Incremental Lender ” has the meaning assigned thereto in Section 5.13(a) .

“ Incremental Loan Commitments ” has the meaning assigned thereto in Section 5.13(a)(ii) .

“ Incremental Loans ” has the meaning assigned thereto in Section 5.13(a)(ii) .

“ Incremental Revolving Credit Commitment ” has the meaning assigned thereto in Section 5.13(a)(ii) .

“ Incremental Revolving Credit Increase ” has the meaning assigned thereto in Section 5.13(a)(ii) .

“ Incremental Term Loan ” has the meaning assigned thereto in Section 5.13(a)(i) .

“ Incremental Term Loan Commitment ” has the meaning assigned thereto in Section 5.13(a)(i) .

“ Incremental Term Loan Note ” means a promissory note made by the Borrower in favor of a Term Loan Lender evidencing the portion of the Incremental Term Loans made by such Term Loan Lender, substantially in the form attached as Exhibit A-3 , with such changes as reasonably required by the Administrative Agent to reflect the terms of the Incremental Term Loans to which it applies, and any substitutes therefor, and any replacements, restatements, renewals or extension thereof, in whole or in part.

“ Indebtedness ” means, with respect to any Person at any date and without duplication, the sum of the following:

(a) all liabilities, obligations and indebtedness for borrowed money including, but not limited to, obligations evidenced by bonds, debentures, notes or other similar instruments of any such Person;

(b) all obligations to pay the deferred purchase price of property or services of any such Person (including, without limitation, all obligations under non-competition, earn-out or similar agreements but only to the extent required to be reflected as liabilities on the balance sheet of such Person in accordance with GAAP), except trade payables arising in the ordinary course of business not more than ninety (90) days past due, or that are currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided for on the books of such Person;

(c) the Attributable Indebtedness of such Person with respect to such Person’s Capital Lease Obligations and Synthetic Leases (regardless of whether accounted for as indebtedness under GAAP);

(d) all obligations of such Person under conditional sale or other title retention agreements relating to property purchased by such Person to the extent of the value of such property (other than customary reservations or retentions of title under agreements with suppliers entered into in the ordinary course of business);

(e) all Indebtedness of any other Person secured by a Lien on any asset owned or being purchased by such Person (including Indebtedness arising under conditional sales or other title retention agreements except trade payables arising in the ordinary course of business), whether or not such Indebtedness shall have been assumed by such Person or is limited in recourse; provided , however , that if such obligations have not been assumed, the amount of such Indebtedness included for the purposes of this definition will be the amount equal to the lesser of the fair market value of such property and the amount of the Indebtedness secured;

(f) all obligations, contingent or otherwise, of any such Person relative to the face amount of letters of credit, whether or not drawn, including, without limitation, any Reimbursement Obligation, and banker’s acceptances issued for the account of any such Person;

(g) all obligations of any such Person in respect of Disqualified Equity Interests;

(h) all net obligations of such Person under any Hedge Agreements; and

(i) all Guarantees of any such Person with respect to any of the foregoing.

For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person. The amount of any net obligation under any Hedge Agreement on any date shall be deemed to be the Hedge Termination Value thereof as of such date.

“ Indemnified Taxes ” means (a) Taxes, other than Excluded Taxes and (b) to the extent not otherwise described in clause (a), Other Taxes.

“ Initial Term Loan ” means the term loan made, or to be made, to the Borrower by the Term Loan Lenders on the Closing Date pursuant to Section 4.1 .

“ Initial Term Loan Note ” means a promissory note made by the Borrower in favor of a Term Loan Lender evidencing the portion of the Initial Term Loans made by such Term Loan Lender, substantially in the form attached as Exhibit A-3 , and any substitutes therefor, and any replacements, restatements, renewals or extension thereof, in whole or in part.

“ Insurance and Condemnation Event ” means the receipt by any Credit Party or any of its Subsidiaries of any cash insurance proceeds or condemnation award payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any of their respective Property.

“ Interest Period ” means, as to each LIBOR Rate Loan, the period commencing on the date such LIBOR Rate Loan is disbursed or converted to or continued as a LIBOR Rate Loan and ending on the date one (1), two (2), three (3), or six (6) months or, if available and agreed by all of the relevant Lenders twelve (12) months thereafter, in each case as selected by the Borrower in its Notice of Borrowing or Notice of Conversion/Continuation and subject to availability; provided that:

(a) the Interest Period shall commence on the date of advance of or conversion to any LIBOR Rate Loan and, in the case of immediately successive Interest Periods, each successive Interest Period shall commence on the date on which the immediately preceding Interest Period expires;

(b) if any Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding Business Day; provided that if any Interest Period with respect to a LIBOR Rate Loan would otherwise expire on a day that is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately preceding Business Day;

(c) any Interest Period with respect to a LIBOR Rate Loan that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the relevant calendar month at the end of such Interest Period;

(d) no Interest Period shall extend beyond the Revolving Credit Maturity Date or the Term Loan Maturity Date, as applicable, and Interest Periods shall be selected by the Borrower so

as to permit the Borrower to make the quarterly principal installment payments pursuant to Section 4.3 without payment of any amounts pursuant to Section 5.9 ; and

(e) there shall be no more than ten (10) Interest Periods in effect at any time.

“ IRS ” means the United States Internal Revenue Service.

“ ISP98 ” means the International Standby Practices (1998 Revision, effective January 1, 1999), International Chamber of Commerce Publication No. 590.

“ Issuing Lender ” means (a) with respect to (i) Letters of Credit issued hereunder on or after the Closing Date and (ii) the Existing Wells Fargo Letters of Credit, Wells Fargo, in its capacity as issuer thereof, or any successor thereto and (b) with respect to the Existing Comerica Letters of Credit, Comerica Bank, in its capacity as issuer thereof.

“ L/C Commitment ” means the lesser of (a) $50,000,000 and (b) the Revolving Credit Commitment.

“ L/C Facility ” means the letter of credit facility established pursuant to Article III .

“ L/C Obligations ” means at any time, an amount equal to the sum of (a) the aggregate undrawn and unexpired amount of the then outstanding Letters of Credit and (b) the aggregate amount of drawings under Letters of Credit which have not then been reimbursed pursuant to Section 3.5 .

“ L/C Participants ” means, with respect to any Letter of Credit, the collective reference to all the Revolving Credit Lenders other than the applicable Issuing Lender.

“ Lender ” means each Person executing this Agreement as a Lender on the Closing Date and any other Person that shall have become a party to this Agreement as a Lender pursuant to an Assignment and Assumption or pursuant to Section 5.13 , other than any Person that ceases to be a party hereto as a Lender pursuant to an Assignment and Assumption. Unless the context otherwise requires, the term “Lenders” includes the Swingline Lender and the Issuing Lender.

“ Lender Joinder Agreement ” means a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent delivered in connection with Section 5.13 .

“ Lending Office ” means, with respect to any Lender, the office of such Lender maintaining such Lender’s Extensions of Credit.

“ Letter of Credit Application ” means an application, in the form specified by the Issuing Lender from time to time, requesting the Issuing Lender to issue a Letter of Credit.

“ Letters of Credit ” means the collective reference to letters of credit issued pursuant to Section 3.1 , the Existing Comerica Letters of Credit and the Existing Wells Fargo Letters of Credit.

“ LIBOR ” means,

(a) for any interest rate calculation with respect to a LIBOR Rate Loan, the rate of interest per annum determined on the basis of the rate for deposits in Dollars for a period equal to the applicable Interest Period which appears on Reuters Screen LIBOR01 Page (or any applicable successor page) at approximately 11:00 a.m. (London time) two (2) London Banking Days prior to the first day of the

applicable Interest Period. If, for any reason, such rate does not appear on Reuters Screen LIBOR01 Page (or any applicable successor page), then “LIBOR” shall be determined by the Administrative Agent to be the arithmetic average of the rate per annum at which deposits in Dollars would be offered by first class banks in the London interbank market to the Administrative Agent at approximately 11:00 a.m. (London time) two (2) London Banking Days prior to the first day of the applicable Interest Period for a period equal to such Interest Period.

(j) for any interest rate calculation with respect to a Base Rate Loan, the rate of interest per annum determined on the basis of the rate for deposits in Dollars for an Interest Period equal to one month (commencing on the date of determination of such interest rate) which appears on the Reuters Screen LIBOR01 Page (or any applicable successor page) at approximately 11:00 a.m. (London time) on such date of determination, or, if such date is not a Business Day, then the immediately preceding Business Day. If, for any reason, such rate does not appear on Reuters Screen LIBOR01 Page (or any applicable successor page) then “LIBOR” for such Base Rate Loan shall be determined by the Administrative Agent to be the arithmetic average of the rate per annum at which deposits in Dollars would be offered by first class banks in the London interbank market to the Administrative Agent at approximately 11:00 a.m. (London time) on such date of determination for a period equal to one month commencing on such date of determination.

Each calculation by the Administrative Agent of LIBOR shall be conclusive and binding for all purposes, absent manifest error.

Notwithstanding the foregoing, in no event shall LIBOR applicable to the Term Loans that are LIBOR Rate Loans be less than 0.75%.

“ LIBOR Rate ” means a rate per annum determined by the Administrative Agent pursuant to the following formula:

	LIBOR Rate =	LIBOR
		1.00-Eurodollar Reserve Percentage

“ LIBOR Rate Loan ” means any Loan bearing interest at a rate based upon the LIBOR Rate as provided in Section 5.1(a) .

“ Lien ” means, with respect to any asset, any mortgage, leasehold mortgage, lien, pledge, charge, security interest, hypothecation or encumbrance of any kind in respect of such asset. For the purposes of this Agreement, a Person shall be deemed to own subject to a Lien any asset which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, Capital Lease or other title retention agreement relating to such asset.

“ Liquidity ” means, as of any date of determination, with respect to the Borrower and its Domestic Subsidiaries, the aggregate amount of cash and Cash Equivalents of the Borrower and its Domestic Subsidiaries plus Revolving Credit Facility Availability as of such date of determination.

“ Loan Documents ” means, collectively, this Agreement, each Note, the Letter of Credit Applications, the Security Documents, the Guaranty Agreement, the Fee Letters and each other document, instrument, certificate and agreement executed and delivered by the Credit Parties or any of their respective Subsidiaries in favor of or provided to the Administrative Agent or any Secured Party in connection with this Agreement (excluding any Secured Hedge Agreement and any Secured Cash Management Agreement).

“ Loans ” means the collective reference to the Revolving Credit Loans, the Term Loans and the Swingline Loans, and “Loan” means any of such Loans.

“ London Banking Day ” means any day on which dealings in Dollar deposits are conducted by and between banks in the London interbank Eurodollar market.

“ Material Adverse Effect ” means, with respect to the Borrower and its Subsidiaries, (a) a material adverse effect on the operations, business, assets, properties, liabilities (actual or contingent) or condition (financial or otherwise) of such Persons, taken as a whole, (b) a material impairment of the ability of any of such Persons, taken as a whole, to perform their obligations under the Loan Documents, (c) a material impairment of the rights and remedies of the Administrative Agent or any Lender under any Loan Document or (d) a material impairment of the legality, validity, binding effect or enforceability against any Credit Party of any Loan Document to which it is a party.

“ Material Contract ” means any contract or agreement, written or oral, of any Credit Party or any of its Subsidiaries, the breach, non-performance, cancellation or failure to renew of which could reasonably be expected to have a Material Adverse Effect.

“ Minimum Collateral Amount ” means, at any time, (a) with respect to Cash Collateral consisting of cash or deposit account balances, an amount equal to 103% of the sum of (i) the Fronting Exposure of the Issuing Lender with respect to Letters of Credit issued and outstanding at such time and (ii) the Fronting Exposure of the Swingline Lender with respect to all Swingline Loans outstanding at such time and (b) otherwise, an amount determined by the Administrative Agent and each Issuing Lender that is entitled to Cash Collateral hereunder at such time in their sole discretion.

“ Minimum Extension Condition ” has the meaning assigned thereto in Section 5.16(b) .

“ Moody’s ” means Moody’s Investors Service, Inc.

“ Multiemployer Plan ” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA to which any Credit Party or any ERISA Affiliate is making, or is accruing an obligation to make, or has accrued an obligation to make, contributions within the preceding seven (7) years or under which any Credit Party or any ERISA Affiliate has any potential withdrawal liability, whether fixed or contingent.

“ Necessary Authorizations ” means all permits, approvals, grants and licenses from, and all filings and registrations with, any Governmental Authority, necessary in order to enable the Borrower or any of its Subsidiaries to own, construct, maintain and operate its business and to make and hold Investments in other Persons who own, construct, maintain and operate their respective businesses.

“ Net Cash Proceeds ” means, as applicable, (a) with respect to any Asset Disposition or Insurance and Condemnation Event, the gross proceeds received by any Credit Party or any of its Subsidiaries therefrom (including any cash, Cash Equivalents, deferred payment pursuant to, or by monetization of, a note receivable or otherwise, as and when received) less the sum of (i) in the case of an Asset Disposition, all taxes assessed by, or reasonably estimated to be payable to, a Governmental Authority as a result of such transaction ( provided that if such estimated taxes exceed the amount of actual taxes required to be paid in cash in respect of such Asset Disposition, the amount of such excess shall constitute Net Cash Proceeds), (ii) all reasonable and customary out-of-pocket fees and expenses incurred in connection with such transaction or event, (iii) the principal amount of, premium or penalty, if any, and interest on any Indebtedness secured by a Lien on the asset (or a portion thereof) disposed of, which Indebtedness is required to be repaid in connection with such transaction or event, and (iv) amounts provided as a reserve, in accordance with GAAP, against any retained liabilities associated with an Asset Disposition, including

under any indemnification obligations, in respect of any purchase price adjustments or other similar contingent liabilities ( provided that, to the extent and at the time any such amounts are released from such reserve, such amounts shall constitute Net Cash Proceeds) and (b) with respect to any Equity Issuance or Debt Issuance, the gross cash proceeds received by any Credit Party or any of its Subsidiaries therefrom less all reasonable and customary out-of-pocket legal, underwriting and other fees and expenses incurred in connection therewith.

“ Non-Consenting Lender ” means any Lender that does not approve any consent, waiver, amendment, modification or termination that (i) requires the approval of all Lenders or all affected Lenders or all Lenders with respect to a certain Class or Series in accordance with the terms of Section 12.2 and (ii) has been approved by the Required Lenders.

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

“ Non-Guarantor Subsidiary ” means any Subsidiary of the Borrower that is not a Subsidiary Guarantor.

“ Notes ” means the collective reference to the Revolving Credit Notes, the Swingline Note and the Term Loan Notes.

“ Notice of Account Designation ” has the meaning assigned thereto in Section 2.3(b) .

“ Notice of Borrowing ” has the meaning assigned thereto in Section 2.3(a) .

“ Notice of Conversion/Continuation ” has the meaning assigned thereto in Section 5.2 .

“ Notice of Prepayment ” has the meaning assigned thereto in Section 2.4(c) .

“ Obligations ” means, in each case, whether now in existence or hereafter arising: (a) the principal of and interest on (including interest accruing after the filing of any bankruptcy or similar petition) the Loans, (b) the L/C Obligations and (c) all other fees and commissions (including attorneys’ fees), charges, indebtedness, loans, liabilities, financial accommodations, obligations, covenants and duties owing by the Credit Parties and each of their respective Subsidiaries to the Lenders, the Issuing Lender or the Administrative Agent, in each case under any Loan Document, with respect to any Loan or with respect to any Letter of Credit, and in each case, of every kind, nature and description, direct or indirect, absolute or contingent, due or to become due, contractual or tortious, liquidated or unliquidated, and whether or not evidenced by any note and including interest and fees that accrue after the commencement by or against any Credit Party or any Subsidiary thereof of any proceeding under any Debtor Relief Laws, naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.

“ OFAC ” means the U.S. Department of the Treasury’s Office of Foreign Assets Control.

“ Officer’s Compliance Certificate ” means a certificate of the chief financial officer or the treasurer of the Borrower substantially in the form attached as Exhibit F .

“ Operating Lease ” means, as to any Person as determined in accordance with GAAP, any lease of Property (whether real, personal or mixed) by such Person as lessee which is not a Capital Lease.

“ Other Connection Taxes ” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“ Other Taxes ” means all present or future stamp, court, documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 5.12 ).

“ Participant ” has the meaning assigned thereto in Section 12.9(d) .

“ Participant Register ” has the meaning assigned thereto in Section 12.9(d) .

“ PATRIOT Act ” means the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)).

“ PBGC ” means the Pension Benefit Guaranty Corporation or any successor agency.

“ Pension Plan ” means any Employee Benefit Plan which is subject to the provisions of Title IV of ERISA or Section 412 of the Code and with respect to which any Credit Party or any ERISA Affiliate has any potential obligations, whether fixed or contingent.

“ Perfection Certificate ” means the Perfection Certificate substantially in the form of Exhibit G to the Collateral Agreement.

“ Permitted Acquisition ” means any acquisition by the Borrower or any Subsidiary in the form of the acquisition of all or substantially all of the assets, business or a line of business, or at least a majority of the outstanding Equity Interests which have ordinary voting power for the election of directors of the board of directors (or equivalent governing body) (whether through purchase, merger or otherwise), of any other Person if each such acquisition meets all of the following requirements ( provided that clauses (a), (b), (f), (g) and (i) shall not apply with respect to any acquisition or series of related acquisitions for which the aggregate consideration is less than $25,000,000):

(a) no less than ten (10) Business Days (or shorter period of time agreed by the Administrative Agent) prior to the proposed closing date of such acquisition, the Borrower shall have delivered written notice of such acquisition to the Administrative Agent and the Lenders, which notice shall include the proposed closing date of such acquisition;

(b) the Borrower shall have certified on or before the closing date of such acquisition, in writing and in a form reasonably acceptable to the Administrative Agent, that such acquisition has been approved by the board of directors (or equivalent governing body) of the Person to be acquired;

(d) if such transaction is a merger or consolidation, the Borrower or a Subsidiary shall be the surviving Person and no Change in Control shall have been effected thereby;

(e) the Borrower shall have delivered to the Administrative Agent all documents required to be delivered pursuant to, and in accordance with, Section 8.14 ; provided that to the extent the proceeds of an Incremental Term Loan will be used to finance a Permitted Acquisition, the Lenders providing such Incremental Term Loan may agree to a “funds certain” provision, in which case any security interest in any Collateral (other than security interests that may be perfected by (x) the filing of a financing statement under the Uniform Commercial Code, (y) the delivery of certificates evidencing the equity securities required to be pledged pursuant hereto and (z) the filing of short-form security agreements with the United States Patent and Trademark Office or the United States Copyright Office, as applicable) that is not or cannot be perfected on the applicable closing date after the Borrower’s use of commercially reasonable efforts to do so shall not be required to have been completed by the date such Permitted Acquisition is consummated; provided , however , that any such excepted security interest shall be completed within 90 days (or such other period as specified in the agreements between the Lenders providing such Incremental Term Loan and the Borrower) of the date such Incremental Term Loan is borrowed;

(f) no later than five (5) Business Days (or shorter period agreed by the Administrative Agent) prior to the proposed closing date of such acquisition, the Borrower shall have delivered to the Administrative Agent an Officer’s Compliance Certificate for the most recent fiscal quarter end preceding such acquisition for which financial statements are available demonstrating, in form and substance reasonably satisfactory to the Administrative Agent, that the Borrower is in compliance on a Pro Forma Basis (as of either (i) the date of the acquisition, or (ii) if the proceeds of an Incremental Term Loan will be used to finance a Permitted Acquisition and the Lenders providing such Incremental Term Loan agree to a “funds certain” provision, as of the date the acquisition agreement for such Permitted Acquisition was signed, and in each case after giving effect thereto and any Indebtedness incurred in connection therewith) with the covenant contained in Section 9.13 (whether or not applicable at such time);

(g) to the extent requested by the Administrative Agent, the Borrower (i) no later than one (1) Business Day prior to the proposed closing date of such acquisition shall have delivered to the Administrative Agent copies of substantially final Permitted Acquisition Documents, which shall be in form and substance reasonably satisfactory to the Administrative Agent, and (ii) no later than five (5) Business Days (or shorter period agreed by the Administrative Agent) prior to the proposed closing date of such acquisition shall have delivered to, or made available for inspection by, the Administrative Agent substantially complete Permitted Acquisition Diligence Information;

(h) either (i) no Default or Event of Default shall have occurred and be continuing both before and after giving effect to such acquisition and any Indebtedness incurred in connection therewith or (ii) if the Lenders providing an Incremental Term Loan to finance a Permitted Acquisition have agreed to a “funds certain” provision (which provision does not require as a condition to funding thereof that no Default or Event of Default has occurred), then no Event of Default under Section 10.1(a) , (b) , (h) or (i) exists at the time such Permitted Acquisition is consummated; and

(i) the Borrower shall have (i) delivered to the Administrative Agent a certificate of a Responsible Officer certifying that all of the requirements set forth above have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition and (ii) provided such other documents and other information as may be reasonably requested by the Administrative Agent or the Required Lenders (through the Administrative Agent) in connection with such purchase or other acquisition.

“ Permitted Acquisition Diligence Information ” means with respect to any acquisition proposed by the Borrower or any Subsidiary Guarantor, to the extent applicable, all material financial information, all material contracts, all material customer lists, all material supply agreements, and all other material

information, in each case, reasonably requested to be delivered to the Administrative Agent in connection with such acquisition (except to the extent that any such information is (a) subject to any confidentiality agreement, unless mutually agreeable arrangements can be made to preserve such information as confidential or (b) subject to any attorney-client privilege).

“ Permitted Acquisition Documents ” means with respect to any acquisition proposed by the Borrower or any Subsidiary Guarantor, final copies or substantially final drafts if not executed at the required time of delivery of the purchase agreement, sale agreement, merger agreement or other agreement evidencing such acquisition, including, without limitation, each other material document executed, delivered, contemplated by or prepared in connection therewith and any amendment, modification or supplement to any of the foregoing.

“ Permitted Liens ” means the Liens permitted pursuant to Section 9.2 .

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

“ Platform ” has the meaning assigned thereto in Section 8.2 .

“ Prime Rate ” means, at any time, the rate of interest per annum publicly announced from time to time by the Administrative Agent as its prime rate. Each change in the Prime Rate shall be effective as of the opening of business on the day such change in such prime rate occurs. The parties hereto acknowledge that the rate announced publicly by the Administrative Agent as its prime rate is an index or base rate and shall not necessarily be its lowest or best rate charged to its customers or other banks.

“ Pro Forma Basis ” means, for purposes of calculating Consolidated EBITDA for any period during which one or more Specified Transactions occurs, that such Specified Transaction (and all other Specified Transactions that have been consummated during the applicable period including the incurrence or repayment of any Indebtedness in connection with such Specified Transaction) shall be deemed to have occurred as of the first day of the applicable period of measurement and:

(a) all income statement items (whether positive or negative) attributable to the Property or Person disposed of in a Specified Disposition shall be excluded and all income statement items (whether positive or negative) attributable to the Property or Person acquired in a Permitted Acquisition shall be included ( provided that such income statement items to be included are reflected in financial statements or other financial data and based upon reasonable assumptions and calculations); and

(b) non-recurring costs, extraordinary expenses and other pro forma adjustments attributable to such Specified Transaction may be included to the extent that such costs, expenses or adjustments:

(i) are reasonably expected to be realized within twelve (12) months of such Specified Transaction as set forth in reasonable detail on a certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent;

(ii) are calculated on a basis consistent with GAAP and are, in each case, reasonably identifiable, factually supportable, and expected to have a continuing impact on the operations of the Borrower and its Subsidiaries; and

(iii) represent less than fifteen percent (15%) of Consolidated EBITDA (determined without giving effect to this clause (b));

provided that the foregoing costs, expenses and adjustments shall be without duplication of any costs, expenses or adjustments that are already included in the calculation of Consolidated EBITDA or clause (a) above.

“ Property ” means any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, including, without limitation, Equity Interests.

“ Public Lenders ” has the meaning assigned thereto in Section 8.2 .

“ Qualified Equity Interests ” means any Equity Interests that are not Disqualified Equity Interests.

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

“ Refinanced Term Loans ” has the meaning assigned thereto in Section 12.2 .

“ Register ” has the meaning assigned thereto in Section 12.9(c) .

“ Reimbursement Obligation ” means the obligation of the Borrower to reimburse any Issuing Lender pursuant to Section 3.5 for amounts drawn under Letters of Credit issued by such Issuing Lender.

“ Related Parties ” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.

“ Replacement Term Loans ” has the meaning assigned thereto in Section 12.2 .

“ Required Lenders ” means, at any time, Lenders having Total Credit Exposures representing more than fifty percent (50)% of the Total Credit Exposures of all Lenders. The Total Credit Exposure of any Defaulting Lender shall be disregarded in determining Required Lenders at any time .

“ Required Revolving Credit Lenders ” means, at any date, any combination of two or more (unless there is only one Revolving Credit Lender at such time) Revolving Credit Lenders collectively holding more than fifty percent (50%) of the sum of the aggregate amount of the Revolving Credit Commitment or, if the Revolving Credit Commitment has been terminated, any combination of two or more (unless there is only one Revolving Credit Lender at such time) Revolving Credit Lenders collectively holding more than fifty percent (50%) of the aggregate Extensions of Credit under the Revolving Credit Facility; provided that the Revolving Credit Commitment of, and the portion of the Extensions of Credit under the Revolving Credit Facility, as applicable, held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Revolving Credit Lenders.

“ Responsible Officer ” means, as to any Person, the chief executive officer, president, chief financial officer, controller, treasurer or assistant treasurer of such Person or any other officer of such Person designated in writing by the Borrower and reasonably acceptable to the Administrative Agent. Any document delivered hereunder or under any other Loan Document that is signed by a Responsible Officer of a Person shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Person and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Person.

“ Restricted Payment ” has the meaning assigned thereto in Section 9.6 .

“ Revolving Credit Commitment ” means (a) as to any Revolving Credit Lender, the obligation of such Revolving Credit Lender to make Revolving Credit Loans to, and to purchase participations in L/C Obligations and Swingline Loans for the account of, the Borrower hereunder in an aggregate principal amount at any time outstanding not to exceed the amount set forth opposite such Revolving Credit Lender’s name on the Register, as such amount may be modified at any time or from time to time pursuant to the terms hereof (including, without limitation, Section 5.13 ) and (b) as to all Revolving Credit Lenders, the aggregate commitment of all Revolving Credit Lenders to make Revolving Credit Loans, as such amount may be modified at any time or from time to time pursuant to the terms hereof (including, without limitation, Section 5.13 ). The aggregate Revolving Credit Commitment of all the Revolving Credit Lenders on the Closing Date shall be $125,000,000. The initial Revolving Credit Commitment of each Revolving Credit Lender is set forth opposite the name of such Lender on Schedule 1.1(b) . For the avoidance of doubt, upon the effectiveness thereof, Incremental Revolving Credit Commitments and Extended Revolving Credit Commitments shall constitute Revolving Credit Commitments.

“ Revolving Credit Commitment Percentage ” means, with respect to any Revolving Credit Lender at any time, the percentage of the total Revolving Credit Commitments of all the Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment. If the Revolving Credit Commitments have terminated or expired, the Revolving Credit Commitment Percentages shall be determined based upon the Revolving Credit Commitments most recently in effect, giving effect to any assignments. The initial Revolving Credit Commitment of each Revolving Credit Lender is set forth opposite the name of such Lender on Schedule 1.1(b) .

“ Revolving Credit Exposure ” means, as to any Revolving Credit Lender at any time, the aggregate principal amount at such time of its outstanding Revolving Credit Loans and such Revolving Credit Lender’s participation in L/C Obligations and Swingline Loans at such time.

“ Revolving Credit Facility ” means the revolving credit facility established pursuant to Article II (including any increase in such revolving credit facility established pursuant to Section 5.13 ).

“ Revolving Credit Facility Availability ” means, at any time, the Revolving Credit Commitments at such time minus Revolving Extensions of Credit at such time.

“ Revolving Credit Lenders ” means, collectively, all of the Lenders with a Revolving Credit Commitment.

“ Revolving Credit Loan ” means any revolving loan made to the Borrower pursuant to Section 2.1 , and all such revolving loans collectively as the context requires.

“ Revolving Credit Maturity Date ” means the earliest to occur of (a) June 17, 2019 (or, with respect to any Lender, such later date as requested by the Borrower pursuant to Section 5.16 and accepted by such Lender), (b) the date of termination of the entire Revolving Credit Commitment by the Borrower pursuant to Section 2.5 , and (c) the date of termination of the Revolving Credit Commitment pursuant to Section 10.2(a) .

“ Revolving Credit Note ” means a promissory note made by the Borrower in favor of a Revolving Credit Lender evidencing the Revolving Credit Loans made by such Revolving Credit Lender, substantially in the form attached as Exhibit A-1 , and any substitutes therefor, and any replacements, restatements, renewals or extension thereof, in whole or in part.

“ Revolving Credit Outstandings ” means the sum of (a) with respect to Revolving Credit Loans and Swingline Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Revolving Credit Loans and Swingline Loans, as the case may be, occurring on such date; plus (b) with respect to any L/C Obligations on any date, the aggregate outstanding amount thereof on such date after giving effect to any Extensions of Credit occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements of outstanding unpaid drawings under any Letters of Credit or any reductions in the maximum amount available for drawing under Letters of Credit taking effect on such date.

“ Revolving Extensions of Credit ” means (a) any Revolving Credit Loan then outstanding, (b) any Letter of Credit then outstanding or (c) any Swingline Loan then outstanding.

“ S&P ” means Standard & Poor’s Financial Services LLC, part of McGraw-Hill Financial and any successor thereto.

“ Sanctioned Country ” means a country subject to a sanctions program identified on the list maintained by OFAC and available at http://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx, or as otherwise published from time to time.

“ Sanctioned Person ” means (a) a Person named on the list of “Specially Designated Nationals and Blocked Persons” maintained by OFAC available at http://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx, or as otherwise published from time to time, (b) a Person named on the lists maintained by the United Nations Security Council available at http://www.un.org/sc/committees/list_compend.shtml, or as otherwise published from time to time, (c) a Person named on the lists maintained by the European Union available at http://eeas.europa.eu/cfsp/sanctions/consol-list_en.htm, or as otherwise published from time to time, (d) a Person named on the lists maintained by Her Majesty’s Treasury available at http://www.hm-treasury.gov.uk/fin_sanctions_index.htm, or as otherwise published from time to time, or (e) (i) an agency of the government of a Sanctioned Country, (ii) an organization controlled by a Sanctioned Country, or (iii) a person resident in a Sanctioned Country, to the extent subject to a sanctions program administered by OFAC.

“ SEC ” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“ Secured Cash Management Agreement ” means any Cash Management Agreement between or among any Credit Party and any Cash Management Bank.

“ Secured Hedge Agreement ” means any Hedge Agreement between or among any Credit Party and any Hedge Bank.

“ Secured Obligations ” means, collectively, (a) the Obligations and (b) all existing or future payment and other obligations owing by any Credit Party under (i) any Secured Hedge Agreement (other than an Excluded Swap Obligation) and (ii) any Secured Cash Management Agreement.

“ Secured Parties ” means, collectively, the Administrative Agent, the Lenders, the Issuing Lenders, the Hedge Banks, the Cash Management Banks, each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 11.5 , any other holder from time to time of any of any Secured Obligations and, in each case, their respective successors and permitted assigns.

“ Security Documents ” means the collective reference to the Collateral Agreement, and each other agreement or writing pursuant to which any Credit Party pledges or grants a security interest in any Property or assets securing the Secured Obligations.

“ Seller ” means EQ Group, LLC, a Delaware limited liability company.

“ Series ” shall mean (i) when used with respect to the Lenders, each of the following classes of Lenders: (a) Lenders having Revolving Credit Loans incurred pursuant to the Revolving Credit Commitments incurred on the Closing Date or any Incremental Revolving Credit Commitment having the same maturity date, (b) Lenders having Revolving Credit Loans or Revolving Credit Commitments extended pursuant an Extension Amendment and having a similar maturity date, (c) Lenders having Initial Term Loans or Commitments to make Initial Term Loans with a similar maturity date, (d) Lenders having Incremental Term Loans or Incremental Term Loan Commitments issued on the same date and having a similar maturity date, (e) Lenders having Replacement Term Loans issued on the same date and having a similar maturity date and (f) Lenders having such other Series of Term Loans or Term Loan Commitments extended pursuant to the same Extension Amendment and having a similar maturity date, and (ii) when used with respect to Loans or Commitments, each of the following classes of Loans or Commitments: (a) Revolving Credit Loans incurred pursuant to the Revolving Credit Commitments incurred on the Closing Date and any Incremental Revolving Credit Commitment having the same maturity date, (b) Revolving Credit Loans or Revolving Credit Commitments extended pursuant to an Extension Amendment and having the same maturity date, (c) Initial Term Loans and Commitments to make Initial Term Loans with a similar maturity date, (d) Incremental Term Loans or Incremental Term Loan Commitments issued on the same date and having a similar maturity date, (e) Replacement Term Loans issued on the same date and having a similar maturity date and (f) such other Series of Term Loans or Term Loan Commitments extended pursuant to the same Extension Amendment and having a similar maturity date.

“ Solvent ” and “ Solvency ” mean, with respect to any Person on any date of determination, on a Consolidated basis, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature, (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital, and (e) such Person is able to pay its debts and liabilities, contingent obligations and other commitments as they mature in the ordinary course of business. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“ Specified Disposition ” means any disposition of all or substantially all of the assets or Equity Interests of any Subsidiary of the Borrower or any division, business unit, product line or line of business.

“ Specified Indebtedness ” means Subordinated Indebtedness and any Indebtedness incurred pursuant to Section 9.1(i) hereof.

“ Specified Representations ” means the representations and warranties of the Credit Parties in Sections 7.1(a) , 7.3 , 7.4(b) (only to the extent that any such conflict is with (i) a material Applicable Law governing or affecting the borrowing or lending of money, or the granting, perfecting or priority of Liens or (y) an Applicable Law which could reasonably be expected to impair or adversely affect the ability of the Credit Parties and their Subsidiaries to comply with or perform their obligations under the Loan

Documents in any material respect or the Secured Parties’ rights and remedies under the Loan Documents in any material respect), 7.4(c) , 7.10 , 7.11 (as it relates to the Investment Company Act of 1940), 7.17 (after giving effect to the Transactions), 7.20 , 7.22 and 7.24 (except with respect to any security interest in any Collateral (other than security interests that may be perfected by (x) the filing of a financing statement under the Uniform Commercial Code, (y) the delivery of certificates evidencing the equity securities required to be pledged pursuant hereto and (z) the filing of short-form security agreements with the United States Patent and Trademark Office or the United States Copyright Office, as applicable) that is not or cannot be perfected on the applicable closing date after the Borrower’s use of commercially reasonable efforts to do so).

“ Specified Transactions ” means (a) any Specified Disposition, (b) any Permitted Acquisition and (c) the Transactions.

“ Subordinated Indebtedness ” means the collective reference to any Indebtedness incurred by the Borrower or any of its Subsidiaries that is subordinated in right and time of payment to the Obligations on terms and conditions reasonably satisfactory to the Administrative Agent.

“ Subsidiary ” means as to any Person, any corporation, partnership, limited liability company or other entity of which more than fifty percent (50%) of the outstanding Equity Interests having ordinary voting power to elect a majority of the board of directors (or equivalent governing body) or other managers of such corporation, partnership, limited liability company or other entity is at the time owned by (directly or indirectly) or the management is otherwise controlled by (directly or indirectly) such Person (irrespective of whether, at the time, Equity Interests of any other class or classes of such corporation, partnership, limited liability company or other entity shall have or might have voting power by reason of the happening of any contingency). Unless otherwise qualified, references to “Subsidiary” or “Subsidiaries” herein shall refer to those of the Borrower.

“ Subsidiary Guarantors ” means, collectively, all direct and indirect Subsidiaries of the Borrower (other than (a) Foreign Subsidiaries that are “controlled foreign corporations” within the meaning of Section 957 of the Code, or any Subsidiary thereof, and (b) Domestic Subsidiaries all or substantially all of the assets of which consist of Equity Interests of one or more Subsidiaries described in the foregoing clause (a)) in existence on the Closing Date or which become a party to the Guaranty Agreement pursuant to Section 8.14 .

“ Swap Obligation ” means, with respect to any Subsidiary Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act.

“ Sweep Arrangement ” has the meaning assigned thereto in Section 2.2(a) .

“ Swingline Commitment ” means the lesser of (a) $10,000,000 and (b) the Revolving Credit Commitment.

“ Swingline Facility ” means the swingline facility established pursuant to Section 2.2 .

“ Swingline Lender ” means Wells Fargo in its capacity as swingline lender hereunder or any successor thereto.

“ Swingline Loan ” means any swingline loan made by the Swingline Lender to the Borrower pursuant to Section 2.2 , and all such swingline loans collectively as the context requires.

“ Swingline Note ” means a promissory note made by the Borrower in favor of the Swingline Lender evidencing the Swingline Loans made by the Swingline Lender, substantially in the form attached as Exhibit A-2 , and any substitutes therefor, and any replacements, restatements, renewals or extension thereof, in whole or in part.

“ Synthetic Lease ” means any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing product where such transaction is considered borrowed money indebtedness for tax purposes but is classified as an Operating Lease in accordance with GAAP, excluding any such transaction under which such Person is the lessor holds an equivalent position.

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

“ Term Loan Commitment ” means (a) as to any Term Loan Lender, the obligation of such Term Loan Lender to make a portion of the Initial Term Loan and/or Incremental Term Loans and/or Replacement Term Loans, as applicable, to the account of the Borrower hereunder on the Closing Date (in the case of the Initial Term Loan) or the applicable borrowing date (in the case of any Incremental Term Loan or Replacement Term Loan) in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name on the Register, as such amount may be increased, reduced or otherwise modified at any time or from time to time pursuant to the terms hereof and (b) as to all Term Loan Lenders, the aggregate commitment of all Term Loan Lenders to make such Term Loans. The aggregate Term Loan Commitment of all Term Loan Lenders for Initial Term Loans on the Closing Date shall be $415,000,000. The Term Loan Commitment of each Term Loan Lender as of the Closing Date is set forth opposite the name of such Term Loan Lender on Schedule 1.1(b) .

“ Term Loan Facility ” means the term loan facility provided for hereunder. For the avoidance of doubt, the “Term Loan Facility” includes all Term Loans hereunder, including the Initial Term Loans, any Incremental Term Loans and any Replacement Term Loans, each as may be extended pursuant to Section 5.16 .

“ Term Loan Lender ” means any Lender with a Term Loan Commitment and/or outstanding Term Loans.

“ Term Loan Maturity Date ” means (a) with respect to the Initial Term Loans, the first to occur of (i) June 17, 2021 (or, with respect to any Lender, such later date as requested by the Borrower pursuant to Section 5.16 and accepted by such Lender), and (ii) the date of acceleration of the Term Loans pursuant to Section 10.2(a) and (b) with respect to any Series of Incremental Term Loans or Replacement Term Loans, the first to occur of (i) the final maturity date set forth for such Series of Incremental Term Loans or Replacement Term Loans in the Lender Joinder Agreement or amendment to this Agreement applicable to such Series of Incremental Term Loans or Replacement Term Loans, as applicable (or, with respect to any Lender, such later date as requested by the Borrower pursuant to Section 5.16 and accepted by such Lender) and (ii) the date of acceleration of the Term Loans pursuant to Section 10.2(a) .

“ Term Loan Note ” means an Initial Term Loan Note or an Incremental Term Loan Note.

“ Term Loan Percentage ” means, with respect to any Term Loan Lender at any time, the percentage of the total outstanding principal balance of the Term Loans represented by the outstanding principal balance of such Term Loan Lender’s Term Loans. The Term Loan Percentage of each Term Loan Lender as of the Closing Date is set forth opposite the name of such Lender on Schedule 1.1(b) .

“ Term Loans ” means the Initial Term Loans and any Incremental Term Loans and Replacement Term Loans and “ Term Loan ” means any of such Term Loans. For the avoidance of doubt, Extended Term Loans shall constitute Term Loans.

“ Termination Event ” means the occurrence of any of the following which, individually or in the aggregate, has resulted or could reasonably be expected to result in liability of the Borrower in an aggregate amount in excess of the Threshold Amount: (a) a “reportable event,” as described in Section 4043 of ERISA, with respect to a Pension Plan for which the thirty (30) day notice requirement has not been waived by the PBGC, or (b) the withdrawal of any Credit Party or any ERISA Affiliate from a Pension Plan during a plan year in which it was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA, or (c) the termination of a Pension Plan, the filing of a notice of intent to terminate a Pension Plan or the treatment of a Pension Plan amendment as a termination, in any case, under Section 4041 of ERISA, if the plan assets are not sufficient to pay all plan liabilities, or (d) the institution of proceedings to terminate, or the appointment of a trustee with respect to, any Pension Plan by the PBGC, or (e) any other event or condition which would constitute grounds under Section 4042(a) of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan, or (f) the imposition of a Lien pursuant to Section 430(k) of the Code or Section 303 of ERISA with respect to any Pension Plan, or (g) except as set forth on Schedule 1.1(c) , the determination that any Pension Plan or Multiemployer Plan is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 or 432 of the Code or Sections 303, 304 or 305 of ERISA, or (h) the partial or complete withdrawal of any Credit Party or any ERISA Affiliate from a Multiemployer Plan if withdrawal liability is asserted by such Multiemployer Plan, or (i) any event or condition which results in the reorganization or insolvency of a Multiemployer Plan under Sections 4241 or 4245 of ERISA, or (j) any event or condition which results in the termination of a Multiemployer Plan under Section 4041A of ERISA or the institution by PBGC of proceedings to terminate a Multiemployer Plan under Section 4042 of ERISA, or (k) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Credit Party or any ERISA Affiliate with respect to any Pension Plan, or (l) the failure of a Credit Party or any of its ERISA Affiliates to make any required contribution to a Multiemployer Plan, or (m) the occurrence of an act or omission which could reasonably be expected to give rise to the imposition on a Credit Party or any ERISA Affiliate of fines, penalties, taxes or related charges under Chapter 43 of the Code or under Section 409, Section 502(c), (i) or (l), or Section 4071 of ERISA in respect of any Employee Benefit Plan, or (n) the assertion of a material claim (other than routine claims for benefits) against any Employee Benefit Plan or the assets thereof, or against a Credit Party or any ERISA Affiliate in connection with any Employee Benefit Plan.

“ Threshold Amount ” means $25,000,000.

“ Total Credit Exposure ” means, as to any Lender at any time, the unused Commitments, Revolving Credit Exposure and outstanding Term Loans of such Lender at such time.

“ Transaction Costs ” means all transaction fees, charges and other amounts related to the Transactions, to the extent paid within six (6) months of the closing of the Credit Facility and approved by the Administrative Agent in its reasonable discretion.

“ Transactions ” means, collectively, (a) the Acquisition, (b) the repayment in full of all Indebtedness outstanding under the Existing US Ecology Credit Agreement and the Existing EQ Holdings Credit Agreement, (c) the initial Extensions of Credit and (d) the payment of the Transaction Costs incurred in connection with the foregoing.

“ UCC ” means the Uniform Commercial Code as in effect in the State of New York; provided that, if perfection or the effect of perfection or non-perfection or the priority of any security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, “ UCC ” means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority.

“ Uniform Customs ” means the Uniform Customs and Practice for Documentary Credits (2007 Revision), effective July, 2007 International Chamber of Commerce Publication No. 600.

“ United States ” means the United States of America.

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

“ U.S. Tax Compliance Certificate ” has the meaning assigned thereto in Section 5.11(g) .

“ Weighted Average Life to Maturity ” means, when applied to any Indebtedness at any date, the number of years obtained by dividing: (i) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment by (ii) the then outstanding principal amount of such Indebtedness.

“ Wells Fargo ” means Wells Fargo Bank, National Association, a national banking association.

“ Wholly-Owned ” means, with respect to a Subsidiary, that all of the Equity Interests of such Subsidiary are, directly or indirectly, owned or controlled by the Borrower and/or one or more of its Wholly-Owned Subsidiaries (except for directors’ qualifying shares or other shares required by Applicable Law to be owned by a Person other than the Borrower and/or one or more of its Wholly-Owned Subsidiaries).

“ Withholding Agent ” means each Credit Party and the Administrative Agent.

“ Working Capital ” means, for the Borrower and its Subsidiaries on a Consolidated basis and calculated in accordance with GAAP, as of any date of determination, the amount equal to (a) current assets (other than cash, Cash Equivalents and deferred income taxes) less (b) current liabilities, excluding, without duplication, (i) the current portion of any long-term Indebtedness (other than the current portion of any long-term closure/post-closure obligations), (ii) outstanding Revolving Credit Loans and Swingline Loans, (iii) the current portion of current taxes and deferred income taxes and (iv) the current portion of accrued Consolidated Interest Expense.

SECTION 1.2 Other Definitions and Provisions . With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) the definitions of terms herein shall apply equally to the singular and plural forms of the terms defined, (b) whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms, (c) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (d) the word “will” shall be construed to have the same meaning and effect as the word “shall”, (e) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (f) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision

hereof, (g) the word “or” shall not be exclusive, (h) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (i) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights, (j) the term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports and other writings, however evidenced, whether in physical or electronic form and (k) in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including”. Unless the context otherwise requires, the expressions “payment in full,” “paid in full” and any other similar terms or phrases when used with respect to the Obligations, shall mean the termination of all the Commitments, payment in full, in cash, of all of the Secured Obligations (other than any unasserted contingent reimbursement or indemnity obligations) and the termination of all Secured Hedge Agreements and Secured Cash Management Agreements (or with respect to Secured Hedge Agreements and Secured Cash Management Agreements, other arrangements satisfactory to the applicable Hedge Banks and Cash Management Banks) and the termination or expiration of all Letters of Credit (or with respect to Letters of Credit, the Cash Collateralization thereof).

SECTION 1.3 Accounting Terms .

(a) All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with GAAP, applied on a consistent basis, as in effect from time to time and in a manner consistent with that used in preparing the audited financial statements required by Section 8.1(a) , except as otherwise specifically prescribed herein. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, (i) Indebtedness of the Borrower and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded and (ii) leases that would have been classified as operating leases in accordance with GAAP as in effect on December 31, 2013 will be treated in a manner consistent with the treatment of such leases under GAAP as in effect on December 31, 2013, notwithstanding any modifications or interpretive changes in GAAP thereto that may occur thereafter.

(b) If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.

SECTION 1.4 UCC Terms . Terms defined in the UCC in effect on the Closing Date and not otherwise defined herein shall, unless the context otherwise indicates, have the meanings provided by those definitions. Subject to the foregoing, the term “UCC” refers, as of any date of determination, to the UCC then in effect.

SECTION 1.5 Rounding . Any financial ratios required to be maintained pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio or percentage is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

SECTION 1.6 References to Agreement and Laws . Unless otherwise expressly provided herein, (a) any definition or reference to formation documents, governing documents, agreements (including the Loan Documents) and other contractual documents or instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements and other modifications are not prohibited by any Loan Document; and (b) any definition or reference to any Applicable Law, including, without limitation, the Code, the Commodity Exchange Act, ERISA, the Exchange Act, the PATRIOT Act, the Securities Act of 1933, the UCC, the Investment Company Act of 1940, the Interstate Commerce Act, the Trading with the Enemy Act of the United States or any of the foreign assets control regulations of the United States Treasury Department, shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting (in a binding written government interpretation) such Applicable Law.

SECTION 1.7 Times of Day . Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

SECTION 1.8 Letter of Credit Amounts . Unless otherwise specified, all references herein to the amount of a Letter of Credit at any time shall be deemed to mean the maximum face amount of such Letter of Credit after giving effect to all increases thereof contemplated by such Letter of Credit or the Letter of Credit Application therefor (at the time specified therefor in such applicable Letter of Credit or Letter of Credit Application and as such amount may be reduced by (a) any permanent reduction of such Letter of Credit or (b) any amount which is drawn, reimbursed and no longer available under such Letter of Credit).

SECTION 1.9 Guarantees . Unless otherwise specified, the amount of any Guarantee shall be the lesser of the principal amount of the obligations guaranteed and still outstanding and the maximum amount for which the guaranteeing Person may be liable pursuant to the terms of the instrument embodying such Guarantee or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith (assuming such Person is required to perform thereunder).

SECTION 1.10 Covenant Compliance Generally . For purposes of determining compliance under Sections 9.1 , 9.2 , 9.3 , 9.5 , 9.6 and 9.7 , any amount in a currency other than Dollars will be converted to Dollars in a manner consistent with that used in calculating Consolidated Net Income in the most recent annual financial statements of the Borrower and its Subsidiaries delivered pursuant to Section 8.1(a) . Notwithstanding the foregoing, for purposes of determining compliance with Sections 9.1 , 9.2 and 9.3 , with respect to any amount of Indebtedness or Investment in a currency other than Dollars, no breach of any basket contained in such sections shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Indebtedness or Investment is incurred; provided that for the avoidance of doubt, the first sentence of this Section 1.10 shall otherwise apply to such Sections, including with respect to determining whether any Indebtedness or Investment may be incurred at any time under such Sections.

ARTICLE II

REVOLVING CREDIT FACILITY

SECTION 2.1 Revolving Credit Loans . Subject to the terms and conditions of this Agreement and the other Loan Documents, and in reliance upon the representations and warranties set forth in this Agreement and the other Loan Documents, each Revolving Credit Lender severally agrees to make Revolving Credit Loans to the Borrower from time to time after the Closing Date through, but not including, the Revolving Credit Maturity Date as requested by the Borrower in accordance with the terms of Section 2.3 ; provided , that (a) the Revolving Credit Outstandings shall not exceed the Revolving Credit Commitment and (b) the Revolving Credit Exposure of any Revolving Credit Lender shall not at any time exceed such Revolving Credit Lender’s Revolving Credit Commitment. Each Revolving Credit Loan by a Revolving Credit Lender shall be in a principal amount equal to such Revolving Credit Lender’s Revolving Credit Commitment Percentage of the aggregate principal amount of Revolving Credit Loans requested on such occasion. Subject to the terms and conditions hereof, the Borrower may borrow, repay and reborrow Revolving Credit Loans hereunder until the Revolving Credit Maturity Date.

SECTION 2.2 Swingline Loans .

(a) Availability . Subject to the terms and conditions of this Agreement and the other Loan Documents, including, without limitation, Section 6.2(d) of this Agreement, and in reliance upon the representations and warranties set forth in this Agreement and the other Loan Documents, the Swingline Lender may, in its sole discretion, make Swingline Loans to the Borrower from time to time from the Closing Date through, but not including, the Revolving Credit Maturity Date; provided , that (a) after giving effect to any amount requested, the Revolving Credit Outstandings shall not exceed the Revolving Credit Commitment and (b) the aggregate principal amount of all outstanding Swingline Loans (after giving effect to any amount requested) shall not exceed the Swingline Commitment. Notwithstanding any provision herein to the contrary, the Swingline Lender and the Borrower may agree that the Swingline Facility may be used to automatically draw and repay Swingline Loans (subject to the limitations set forth herein) pursuant to cash management arrangements between the Borrower and the Swingline Lender (the “ Sweep Arrangement ”). Principal and interest on Swingline Loans deemed requested pursuant to the Sweep Arrangement shall be paid pursuant to the terms and conditions agreed to between the Borrower and the Swingline Lender (without any deduction, setoff or counterclaim whatsoever). The borrowing and disbursement provisions set forth in Section 2.3 and any other provision hereof with respect to the timing or amount of payments on the Swingline Loans (other than Section 2.4(a) ) shall not be applicable to Swingline Loans made and prepaid pursuant to the Sweep Arrangement. Unless sooner paid pursuant to the provisions hereof or the provisions of the Sweep Arrangement, the principal amount of the Swingline Loans shall be paid in full, together with accrued interest thereon, on the Revolving Credit Maturity Date.

(b) Refunding .

(i) Swingline Loans shall be refunded by the Revolving Credit Lenders on demand by the Swingline Lender. Such refundings shall be made by the Revolving Credit Lenders in accordance with their respective Revolving Credit Commitment Percentages and shall thereafter be reflected as Revolving Credit Loans of the Revolving Credit Lenders on the books and records of the Administrative Agent. Each Revolving Credit Lender shall fund its respective Revolving Credit Commitment Percentage of Revolving Credit Loans as required to repay Swingline Loans outstanding to the Swingline Lender upon demand by the Swingline Lender but in no event later than 1:00 p.m. on the next succeeding Business Day after such demand is made. No Revolving Credit Lender’s obligation to fund its respective Revolving Credit Commitment Percentage of a

Swingline Loan shall be affected by any other Revolving Credit Lender’s failure to fund its Revolving Credit Commitment Percentage of a Swingline Loan, nor shall any Revolving Credit Lender’s Revolving Credit Commitment Percentage be increased as a result of any such failure of any other Revolving Credit Lender to fund its Revolving Credit Commitment Percentage of a Swingline Loan.

(ii) The Borrower shall pay to the Swingline Lender on demand (but in no event prior to the earliest of (a) the Revolving Credit Maturity Date, (b) that date that is three (3) Business Days after such Swingline Loan is made and (c) the date on which a Revolving Credit Loan is made when any Swingline Loan is outstanding) the amount of such Swingline Loans to the extent amounts received from the Revolving Credit Lenders are not sufficient to repay in full the outstanding Swingline Loans requested or required to be refunded. In addition, the Borrower hereby authorizes the Administrative Agent to charge any account maintained by the Borrower with the Swingline Lender (up to the amount available therein) in order to immediately pay the Swingline Lender the amount of such Swingline Loans to the extent amounts received from the Revolving Credit Lenders are not sufficient to repay in full the outstanding Swingline Loans requested or required to be refunded. If any portion of any such amount paid to the Swingline Lender shall be recovered by or on behalf of the Borrower from the Swingline Lender in bankruptcy or otherwise, the loss of the amount so recovered shall be ratably shared among all the Revolving Credit Lenders in accordance with their respective Revolving Credit Commitment Percentages (unless the amounts so recovered by or on behalf of the Borrower pertain to a Swingline Loan extended after the occurrence and during the continuance of an Event of Default of which the Administrative Agent has received notice in the manner required pursuant to Section 11.3 and which such Event of Default has not been waived by the Required Lenders or the Lenders, as applicable).

(iii) Each Revolving Credit Lender acknowledges and agrees that its obligation to refund Swingline Loans in accordance with the terms of this Section is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Article VI . Further, each Revolving Credit Lender agrees and acknowledges that if prior to the refunding of any outstanding Swingline Loans pursuant to this Section, one of the events described in Section 10.1(h) or (i) shall have occurred, each Revolving Credit Lender will, on the date the applicable Revolving Credit Loan would have been made, purchase an undivided participating interest in the Swingline Loan to be refunded in an amount equal to its Revolving Credit Commitment Percentage of the aggregate amount of such Swingline Loan. Each Revolving Credit Lender will immediately transfer to the Swingline Lender, in immediately available funds, the amount of its participation and upon receipt thereof the Swingline Lender will deliver to such Revolving Credit Lender a certificate evidencing such participation dated the date of receipt of such funds and for such amount. Whenever, at any time after the Swingline Lender has received from any Revolving Credit Lender such Revolving Credit Lender’s participating interest in a Swingline Loan, the Swingline Lender receives any payment on account thereof, the Swingline Lender will distribute to such Revolving Credit Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Credit Lender’s participating interest was outstanding and funded).

(c) Defaulting Lenders . Notwithstanding anything to the contrary contained in this Agreement, this Section 2.2 shall be subject to the terms and conditions of Section 5.14 and Section 5.15 .

SECTION 2.3 Procedure for Advances of Revolving Credit Loans and Swingline Loans .

(a) Requests for Borrowing . The Borrower shall give the Administrative Agent irrevocable prior written notice substantially in the form of Exhibit B (a “ Notice of Borrowing ”) not later than 11:00 a.m. (i) on the same Business Day as each Base Rate Loan and each Swingline Loan and (ii) at least three (3) Business Days before each LIBOR Rate Loan, of its intention to borrow, specifying (A) the date of such borrowing, which shall be a Business Day, (B) the amount of such borrowing, which shall be, (x) with respect to Base Rate Loans (other than Swingline Loans) in an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, (y) with respect to LIBOR Rate Loans in an aggregate principal amount of $3,000,000 or a whole multiple of $1,000,000 in excess thereof and (z) with respect to Swingline Loans there shall be no minimum amount, (C) whether such Loan is to be a Revolving Credit Loan or Swingline Loan, (D) in the case of a Revolving Credit Loan whether the Loans are to be LIBOR Rate Loans or Base Rate Loans, and (E) in the case of a LIBOR Rate Loan, the duration of the Interest Period applicable thereto; provided that if the Borrower wishes to request LIBOR Rate Loans having an Interest Period of twelve months in duration, such notice must be received by the Administrative Agent not later than 11:00 a.m. four (4) Business Days prior to the requested date of such borrowing, whereupon the Administrative Agent shall give prompt notice to the Revolving Credit Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. If the Borrower fails to specify a type of Loan in a Notice of Borrowing, then the applicable Loans shall be made as Base Rate Loans. If the Borrower requests a Borrowing of LIBOR Rate Loans in any such Notice of Borrowing, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. A Notice of Borrowing received after 11:00 a.m. shall be deemed received on the next Business Day. The Administrative Agent shall promptly notify the Revolving Credit Lenders of each Notice of Borrowing.

(b) Disbursement of Revolving Credit and Swingline Loans . Not later than 1:00 p.m. on the proposed borrowing date, (i) each Revolving Credit Lender will make available to the Administrative Agent, for the account of the Borrower, at the office of the Administrative Agent in funds immediately available to the Administrative Agent, such Revolving Credit Lender’s Revolving Credit Commitment Percentage of the Revolving Credit Loans to be made on such borrowing date and (ii) the Swingline Lender will make available to the Administrative Agent, for the account of the Borrower, at the office of the Administrative Agent in funds immediately available to the Administrative Agent, the Swingline Loans to be made on such borrowing date. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of each borrowing requested pursuant to this Section in immediately available funds by crediting or wiring such proceeds to the deposit account of the Borrower identified in the most recent notice substantially in the form attached as Exhibit C (a “ Notice of Account Designation ”) delivered by the Borrower to the Administrative Agent or as may be otherwise agreed upon by the Borrower and the Administrative Agent from time to time. Subject to Section 5.7 hereof, the Administrative Agent shall not be obligated to disburse the portion of the proceeds of any Revolving Credit Loan requested pursuant to this Section to the extent that any Revolving Credit Lender has not made available to the Administrative Agent its Revolving Credit Commitment Percentage of such Loan. Revolving Credit Loans to be made for the purpose of refunding Swingline Loans shall be made by the Revolving Credit Lenders as provided in Section 2.2(b) .

SECTION 2.4 Repayment and Prepayment of Revolving Credit and Swingline Loans .

(a) Repayment on Termination Date . The Borrower hereby agrees to repay the outstanding principal amount of (i) all Revolving Credit Loans in full on the Revolving Credit Maturity Date, and (ii) all Swingline Loans in accordance with Section 2.2(b) (but, in any event, no later than the Revolving Credit Maturity Date), together, in each case, with all accrued but unpaid interest thereon.

(b) Mandatory Prepayments . If at any time the Revolving Credit Outstandings exceed the Revolving Credit Commitment, the Borrower agrees to repay immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Revolving Credit Lenders, Extensions of Credit in an amount equal to such excess with each such repayment applied first , to the principal amount of outstanding Swingline Loans, second to the principal amount of outstanding Revolving Credit Loans and third , with respect to any Letters of Credit then outstanding, a payment of Cash Collateral into a Cash Collateral account opened by the Administrative Agent, for the benefit of the Revolving Credit Lenders, in an amount equal to such excess (such Cash Collateral to be applied in accordance with Section 10.2(b) ).

(c) Optional Prepayments . The Borrower may at any time and from time to time prepay Revolving Credit Loans and Swingline Loans, in whole or in part, with irrevocable prior written notice to the Administrative Agent substantially in the form attached as Exhibit D (a “ Notice of Prepayment ”) given not later than 11:00 a.m. (i) on the same Business Day as each Base Rate Loan and each Swingline Loan and (ii) at least three (3) Business Days before each LIBOR Rate Loan, specifying the date and amount of prepayment and whether the prepayment is of LIBOR Rate Loans, Base Rate Loans, Swingline Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each. Upon receipt of such notice, the Administrative Agent shall promptly notify each Revolving Credit Lender. If any such notice is given, the amount specified in such notice shall be due and payable on the date set forth in such notice. Partial prepayments shall be in an aggregate amount of $1,000,000 or a whole multiple of $500,000 in excess thereof with respect to Base Rate Loans (other than Swingline Loans), $3,000,000 or a whole multiple of $1,000,000 in excess thereof with respect to LIBOR Rate Loans and $500,000 or a whole multiple of $100,000 in excess thereof with respect to Swingline Loans. A Notice of Prepayment received after 11:00 a.m. shall be deemed received on the next Business Day. Each such repayment shall be accompanied by any amount required to be paid pursuant to Section 5.9 hereof. Notwithstanding the foregoing, any Notice of a Prepayment delivered in connection with any refinancing of all or a portion of the Credit Facility with the proceeds of such refinancing or of any incurrence of Indebtedness or issuance of Equity Interests, the consummation of a sale, transfer, lease or other disposition of assets, the occurrence of a Change in Control or a sale of all or substantially all of the assets of the Borrower, may be, if expressly so stated to be, contingent upon the consummation of any of the foregoing and may be revoked by the Borrower in the event such transaction is not consummated ( provided that the failure of such contingency shall not relieve the Borrower from its obligations in respect thereof under Section 5.9 ).

(d) Prepayment of Excess Proceeds . In the event proceeds remain after the prepayments of Term Loans pursuant to clause (v) of Section 4.4(b) , the amount of such excess proceeds shall be used on the date of such required prepayment under Section 4.4(b) to prepay the outstanding principal amount of the Revolving Credit Loans, without a corresponding reduction of the Revolving Credit Commitment, with remaining proceeds, if any, refunded to the Borrower.

(e) Limitation on Prepayment of LIBOR Rate Loans . The Borrower may not prepay any LIBOR Rate Loan on any day other than on the last day of the Interest Period applicable thereto unless such prepayment is accompanied by any amount required to be paid pursuant to Section 5.9 hereof.

(f) Hedge Agreements . No repayment or prepayment of the Loans pursuant to this Section shall affect any of the Borrower’s obligations under any Hedge Agreement entered into with respect to the Loans.

SECTION 2.5 Permanent Reduction of the Revolving Credit Commitment .

(a) Voluntary Reduction . The Borrower shall have the right at any time and from time to time, upon at least five (5) Business Days (or such shorter period of time as may be agreed by the

Administrative Agent) prior irrevocable written notice to the Administrative Agent, to permanently reduce, without premium or penalty, (i) the entire Revolving Credit Commitment at any time or (ii) portions of the Revolving Credit Commitment, from time to time, in an aggregate principal amount not less than $3,000,000 or any whole multiple of $1,000,000 in excess thereof. Any reduction of the Revolving Credit Commitment shall be applied to the Revolving Credit Commitment of each Revolving Credit Lender according to its Revolving Credit Commitment Percentage. All Commitment Fees accrued until the effective date of any termination of the Revolving Credit Commitment shall be paid on the effective date of such termination. Notwithstanding the foregoing, any notice to reduce the Revolving Credit Commitment delivered in connection with any refinancing of all or a portion of the Credit Facility with the proceeds of such refinancing or of any incurrence of Indebtedness, the consummation of a sale, transfer, lease or other disposition of assets, the occurrence of a Change in Control or a sale of all or substantially all of the assets of the Borrower, may be, if expressly so stated to be, contingent upon the consummation of any of the foregoing and may be revoked by the Borrower in the event such transaction is not consummated ( provided that the failure of such contingency shall not relieve the Borrower from its obligations in respect thereof under Section 5.9 ).

(b) Reduction with Excess Proceeds . If at any time excess proceeds remain after the prepayment of the Term Loans pursuant to clauses (i) through (iv) of Section 4.4(b) , the Revolving Credit Commitment shall be permanently reduced on the date of such required prepayment under Section 4.4(b) by an amount equal to the amount of such excess proceeds, with remaining proceeds, if any, refunded to the Borrower.

(c) Corresponding Payment . Each permanent reduction permitted pursuant to this Section shall be accompanied by a payment of principal sufficient to reduce the aggregate outstanding Revolving Credit Loans, Swingline Loans and L/C Obligations, as applicable, after such reduction to the Revolving Credit Commitment as so reduced, and if the aggregate amount of all outstanding Letters of Credit exceeds the Revolving Credit Commitment as so reduced, the Borrower shall be required to deposit Cash Collateral in a Cash Collateral account opened by the Administrative Agent in an amount equal to such excess. Such Cash Collateral shall be applied in accordance with Section 10.2(b) . Any reduction of the Revolving Credit Commitment to zero shall be accompanied by payment of all outstanding Revolving Credit Loans and Swingline Loans (and furnishing of Cash Collateral satisfactory to the Administrative Agent for all L/C Obligations) and shall result in the termination of the Revolving Credit Commitment and the Swingline Commitment and the Revolving Credit Facility. If the reduction of the Revolving Credit Commitment requires the repayment of any LIBOR Rate Loan, such repayment shall be accompanied by any amount required to be paid pursuant to Section 5.9 hereof.

SECTION 2.6 Termination of Revolving Credit Facility . The Revolving Credit Facility and the Revolving Credit Commitments shall terminate on the Revolving Credit Maturity Date.

ARTICLE III

LETTER OF CREDIT FACILITY

SECTION 3.1 L/C Commitment .

the fifth (5th) Business Day prior to the Revolving Credit Maturity Date in such form as may be approved from time to time by such Issuing Lender; provided , that such Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Commitment or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $50,000 (or such lesser amount as agreed to by the Issuing Lender), (ii) be a standby letter of credit or commercial letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, (iii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the fifth (5th) Business Day prior to the Revolving Credit Maturity Date and (iv) be subject to the Uniform Customs and/or ISP98, as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. The Issuing Lenders shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the applicable Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires. As of the Closing Date, each of the Existing Comerica Letters of Credit and Existing Wells Fargo Letters of Credit shall constitute, for all purposes of this Agreement and the other Loan Documents, a Letter of Credit issued and outstanding hereunder; provided , however , the Borrower shall use commercially reasonable efforts to, as soon as reasonably practicable, either replace with a new Letter of Credit issued by Wells Fargo hereunder or terminate each Existing Comerica Letter of Credit. For the avoidance of doubt, Wells Fargo shall be the sole Issuing Lender with respect to all Letters of Credit issued hereunder on or after the Closing Date.

(b) Defaulting Lenders . Notwithstanding anything to the contrary contained in this Agreement, Article III shall be subject to the terms and conditions of Section 5.14 and Section 5.15 .

SECTION 3.2 Procedure for Issuance of Letters of Credit . The Borrower may from time to time request that Wells Fargo, as the Issuing Lender, issue a Letter of Credit by delivering to such Issuing Lender at its applicable office (with a copy to the Administrative Agent) at the Administrative Agent’s Office a Letter of Credit Application therefor, completed to the satisfaction of such Issuing Lender, and such other certificates, documents and other papers and information as such Issuing Lender or the Administrative Agent may request. Upon receipt of any Letter of Credit Application, such Issuing Lender shall process such Letter of Credit Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall, subject to Section 3.1 and Section 6.2 , promptly issue the Letter of Credit requested thereby (but in no event shall such Issuing Lender be required to issue any Letter of Credit earlier than three (3) Business Days (or such shorter period of time as may be agreed by the Issuing Lender) after its receipt of the Letter of Credit Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed by such Issuing Lender and the Borrower. The applicable Issuing Lender shall promptly furnish to the Borrower and the Administrative Agent a copy of such Letter of Credit and the Administrative Agent shall promptly notify each Revolving Credit Lender of the issuance and upon request by any Revolving Credit Lender, furnish to such Revolving Credit Lender a copy of such Letter of Credit and the amount of such Revolving Credit Lender’s participation therein.

SECTION 3.3 Commissions and Other Charges .

(a) Letter of Credit Commissions . Subject to Section 5.15(a)(iii)(B) , the Borrower shall pay to the Administrative Agent, for the account of the applicable Issuing Lender and the L/C Participants, a letter of credit commission with respect to each Letter of Credit in the amount equal to the daily amount available to be drawn under such Letter of Credit times the Applicable Margin with respect to Revolving Credit Loans that are LIBOR Rate Loans (determined on a per annum basis). Such commission shall be payable quarterly in arrears on the last Business Day of each calendar quarter, on the Revolving Credit Maturity Date and thereafter on demand of the Administrative Agent. The Administrative Agent shall, promptly following its receipt thereof, distribute to the applicable Issuing Lender and the L/C Participants all commissions received pursuant to this Section 3.3 in accordance with their respective Revolving Credit Commitment Percentages.

(b) Issuance Fee . In addition to the foregoing commission, the Borrower shall pay to the Administrative Agent, for the account of the applicable Issuing Lender, an issuance fee with respect to each Letter of Credit as set forth in the Agent Fee Letter or the Existing Issuing Lender Fee Letter, as applicable. Such issuance fee shall be payable quarterly in arrears on the last Business Day of each calendar quarter commencing with the first such date to occur after the issuance of such Letter of Credit, on the Revolving Credit Maturity Date and thereafter on demand of the Administrative Agent.

(c) Other Fees, Costs, Charges and Expenses . In addition to the foregoing fees and commissions, the Borrower shall pay or reimburse the Issuing Lender for such normal and customary fees, costs, charges and expenses as are incurred or charged by the Issuing Lender in issuing, effecting payment under, amending or otherwise administering any Letter of Credit.

SECTION 3.4 L/C Participations .

(a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Credit Commitment Percentage in each Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the Borrower through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, which is not so reimbursed.

(b) Upon becoming aware of any amount required to be paid by any L/C Participant to any Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit issued by it, such Issuing Lender shall notify the Administrative Agent of such unreimbursed amount and the Administrative Agent shall notify each L/C Participant (with a copy to the applicable Issuing Lender) of the amount and due date of such required payment and such L/C Participant shall pay to the Administrative Agent (which, in turn shall pay such Issuing Lender) the amount specified on the applicable due date. If any such amount is paid to such Issuing Lender after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand, in addition to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Rate as determined by the Administrative Agent during the period from and including the

date such payment is due to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. A certificate of such Issuing Lender with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. With respect to payment to the Issuing Lender of the unreimbursed amounts described in this Section, if the L/C Participants receive notice that any such payment is due (A) prior to 1:00 p.m. on any Business Day, such payment shall be due that Business Day, and (B) after 1:00 p.m. on any Business Day, such payment shall be due on the following Business Day.

(c) Whenever, at any time after any Issuing Lender has made payment under any Letter of Credit issued by it and has received from any L/C Participant its Revolving Credit Commitment Percentage of such payment in accordance with this Section, such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided , that in the event that any such payment received by such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it.

SECTION 3.5 Reimbursement Obligation of the Borrower . In the event of any drawing under any Letter of Credit, the Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender (i) if Borrower shall have received notice of such drawing from such Issuing Lender prior to 11:00 a.m. on any Business Day, then by 2:00 p.m. on such Business Day on which such Issuing Lender notifies the Borrower of the date and amount of a draft paid by it under any Letter of Credit or (ii) otherwise, by 11:00 a.m. on the Business Day immediately following the day that the Borrower shall have received notice from such Issuing Lender, for the amount of (a) such draft so paid by it and (b) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment. Unless the Borrower shall immediately notify such Issuing Lender that the Borrower intends to reimburse such Issuing Lender for such drawing from other sources or funds within such time periods, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment date in the amount of (i) such draft so paid and (ii) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount of the related drawing and such fees and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse each Issuing Lender for any draft paid by it under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI . If the Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse any Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

SECTION 3.6 Obligations Absolute . The Borrower’s obligations under this Article III (including, without limitation, the Reimbursement Obligation) shall be absolute and unconditional under any and all circumstances and irrespective of any set off, counterclaim or defense to payment which the Borrower may have or have had against the applicable Issuing Lender or any beneficiary of a Letter of Credit or any other Person. The Borrower also agrees that the applicable Issuing Lender and the L/C Participants shall not be responsible for, and the Borrower’s Reimbursement Obligation under Section 3.5

shall not be affected by, among other things, the validity or genuineness of documents relating to any Letter of Credit or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such transferee. No Issuing Lender shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit issued by it, except for errors or omissions caused by such Issuing Lender’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction by final nonappealable judgment. The Borrower agrees that any action taken or omitted by any Issuing Lender under or in connection with any Letter of Credit issued by it or the related drafts or documents, if done in the absence of gross negligence or willful misconduct shall be binding on the Borrower and shall not result in any liability of such Issuing Lender or any L/C Participant to the Borrower. The responsibility of each Issuing Lender to the Borrower in connection with any draft presented for payment under any Letter of Credit issued by it shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the documents (including each draft) delivered under such Letter of Credit in connection with such presentment substantially conforms to the requirements under such Letter of Credit.

SECTION 3.7 Effect of Letter of Credit Application . To the extent that any provision of any Letter of Credit Application related to any Letter of Credit is inconsistent with the provisions of this Article III , the provisions of this Article III shall apply.

SECTION 3.8 Reporting of Letter of Credit Information and L/C Commitment . At any time that there is an Issuing Lender that is not also the financial institution acting as Administrative Agent, then (a) on the last Business Day of each calendar month, (b) on each date that a Letter of Credit is amended, terminated or otherwise expires, (c) on each date that a Letter of Credit is issued or the expiry date of a Letter of Credit is extended, and (d) upon the request of the Administrative Agent, each Issuing Lender (or, in the case of clauses (b), (c) or (d) of this Section, the applicable Issuing Lender) shall deliver to the Administrative Agent a report setting forth in form and detail reasonably satisfactory to the Administrative Agent information (including, without limitation, any reimbursement, Cash Collateral, or termination in respect of Letters of Credit issued by such Issuing Lender) with respect to each Letter of Credit issued by such Issuing Lender that is outstanding hereunder. In addition, each Issuing Lender shall provide notice to the Administrative Agent of its L/C Commitment, or any change thereto, promptly upon it becoming an Issuing Lender or making any change to its L/C Commitment. No failure on the part of any L/C Issuer to provide such information pursuant to this Section 3.9 shall limit the obligations of the Borrower or any Revolving Credit Lender hereunder with respect to its reimbursement and participation obligations hereunder.

SECTION 3.9 Letters of Credit Issued for Subsidiaries . Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Subsidiary, the Borrower shall be obligated to reimburse the Issuing Lender hereunder for any and all drawings under such Letter of Credit. The Borrower hereby acknowledges that the issuance of Letters of Credit for the account of Subsidiaries inures to the benefit of the Borrower, and that the Borrower’s business derives substantial benefits from the businesses of such Subsidiaries.

ARTICLE IV

TERM LOAN FACILITY

SECTION 4.1 Initial Term Loan . Subject to the terms and conditions of this Agreement and the other Loan Documents, and in reliance upon the representations and warranties set forth in this

Agreement and the other Loan Documents, each Term Loan Lender severally agrees to make the Initial Term Loan to the Borrower on the Closing Date in a principal amount equal to such Lender’s Term Loan Commitment as of the Closing Date. Notwithstanding the foregoing, if the total Term Loan Commitment as of the Closing Date is not drawn on the Closing Date, the undrawn amount shall automatically be cancelled.

SECTION 4.2 Procedure for Advance of Term Loan .

(a) Initial Term Loan . The Borrower shall give the Administrative Agent an irrevocable Notice of Borrowing prior to 11:00 a.m. on the Closing Date requesting that the Term Loan Lenders make the Initial Term Loan as a Base Rate Loan on such date ( provided that the Borrower may request, no later than three (3) Business Days prior to the Closing Date, that the Lenders make the Initial Term Loan as a LIBOR Rate Loan if the Borrower has delivered to the Administrative Agent a letter in form and substance reasonably satisfactory to the Administrative Agent indemnifying the Lenders in the manner set forth in Section 5.9 of this Agreement). Upon receipt of such Notice of Borrowing from the Borrower, the Administrative Agent shall promptly notify each Term Loan Lender thereof. Not later than 1:00 p.m. on the Closing Date, each Term Loan Lender will make available to the Administrative Agent for the account of the Borrower, at the Administrative Agent’s Office in immediately available funds, the amount of such Initial Term Loan to be made by such Term Loan Lender on the Closing Date. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of the Initial Term Loan in immediately available funds by wire transfer to such Person or Persons as may be designated by the Borrower in writing.

(b) Incremental Term Loans . Any Incremental Term Loans shall be borrowed pursuant to, and in accordance with Section 5.13 .

SECTION 4.3 Repayment of Term Loans .

(a) Initial Term Loan . The Borrower shall repay the aggregate outstanding principal amount of the Initial Term Loan in consecutive quarterly installments on the last Business Day of each of March, June, September and December commencing September 2014. Each quarterly installment shall be in an amount equal to 0.25% of the principal amount of the Initial Term Loans made hereunder on the Closing Date, except as the amounts of individual quarterly installments may be adjusted pursuant to Section 4.4 hereof. If not sooner paid, the Initial Term Loan shall be paid in full, together with accrued interest thereon, on the Term Loan Maturity Date.

(b) Incremental Term Loans . The Borrower shall repay the aggregate outstanding principal amount of each Incremental Term Loan (if any) as determined pursuant to, and in accordance with, Section 5.13 and the applicable Lender Joinder Agreement.

SECTION 4.4 Prepayments of Term Loans .

(a) Optional Prepayments . Subject to Section 4.4(c) , the Borrower shall have the right at any time and from time to time, without premium or penalty, to prepay the Term Loans, in whole or in part, upon delivery to the Administrative Agent of a Notice of Prepayment not later than 11:00 a.m. (i) on the same Business Day as each Base Rate Loan and (ii) at least three (3) Business Days before each LIBOR Rate Loan, specifying the date and amount of repayment, whether the repayment is of LIBOR Rate Loans or Base Rate Loans or a combination thereof, and if a combination thereof, the amount allocable to each and whether the repayment is of the Initial Term Loan, an Incremental Term Loan or a combination thereof, and if a combination thereof, the amount allocable to each. Each optional prepayment of the Term Loans hereunder shall be in an aggregate principal amount of at least $3,000,000 or any whole

multiple of $1,000,000 in excess thereof and shall be applied pro rata amongst each Class and Series of outstanding Term Loans and pro rata against the remaining scheduled installments of principal due in respect of the Term Loans of each such Class and Series. Each repayment shall be accompanied by any amount required to be paid pursuant to Section 5.9 hereof. A Notice of Prepayment received after 11:00 a.m. shall be deemed received on the next Business Day. The Administrative Agent shall promptly notify the applicable Term Loan Lenders of each Notice of Prepayment. Notwithstanding the foregoing, any Notice of Prepayment delivered in connection with any refinancing of all or a portion of the Credit Facility with the proceeds of such refinancing or of any incurrence of Indebtedness or issuance of Equity Interests, the consummation of a sale, transfer, lease or other disposition of assets, the occurrence of a Change in Control or a sale of all or substantially all of the assets of the Borrower, may be, if expressly so stated to be, contingent upon the consummation of any of the foregoing and may be revoked by the Borrower in the event such transaction is not consummated; provided that the delay or failure of such contingency shall not relieve the Borrower from its obligations in respect thereof under Section 5.9 .

(b) Mandatory Prepayments .

(i) Debt Issuances . The Borrower shall make mandatory principal prepayments of the Loans and/or Cash Collateralize the L/C Obligations in the manner set forth in clause (vi) below in an amount equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Debt Issuance not otherwise permitted pursuant to Section 9.1 (but excluding, for the avoidance of doubt, any Replacement Term Loans, the proceeds of which shall be applied by the Borrower to repay the applicable Refinanced Term Loans). Such prepayment shall be made within three (3) Business Days after the date of receipt of the Net Cash Proceeds of any such Debt Issuance.

(ii) [Intentionally Omitted.]

(iii) Asset Dispositions . The Borrower shall make mandatory principal prepayments of the Loans and/or Cash Collateralize the L/C Obligations in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Asset Disposition (other than any Asset Disposition permitted pursuant to, and in accordance with, clauses (a) through (d) and (f) of Section 9.5 ) to the extent that the aggregate amount of such Net Cash Proceeds exceed $4,000,000 during any Fiscal Year. Such prepayments shall be made within three (3) Business Days after the date of receipt of the Net Cash Proceeds of any such Asset Disposition by such Credit Party or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayment shall be required under this Section 4.4(b)(iii) to the extent that such Net Cash Proceeds are either (A) reinvested in assets used or useful in the business of the Borrower and its Subsidiaries within twelve (12) months following receipt thereof or (B) committed to be reinvested pursuant to a legally binding agreement in assets used or useful in the business of the Borrower and its Subsidiaries within twelve (12) months after receipt of such Net Cash Proceeds and are thereafter actually reinvested in assets used or useful in the business of the Borrower and its Subsidiaries within six (6) months after the date of such commitment; provided further that any portion of such Net Cash Proceeds not actually used or committed to be reinvested pursuant to a legally binding agreement within such twelve (12) month period (and actually reinvested within six (6) months after such commitment) shall be prepaid in accordance with this Section 4.4(b)(iii) on or before the last day of such period.

(iv) Insurance and Condemnation Events . The Borrower shall make mandatory principal prepayments of the Loans and/or Cash Collateralize the L/C Obligations in the manner set forth in clause (vi) below in an amount equal to one hundred percent (100%) of the aggregate

Net Cash Proceeds from any Insurance and Condemnation Event to the extent that the aggregate amount of such Net Cash Proceeds exceed $4,000,000 during any Fiscal Year. Such prepayments shall be made within three (3) Business Days after the date of receipt of Net Cash Proceeds of any such Insurance and Condemnation Event by such Credit Party or such Subsidiary; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayment shall be required under this Section 4.4(b)(iv) to the extent that such Net Cash Proceeds are either (A) reinvested in assets used or useful in the business of the Borrower and its Subsidiaries within twelve (12) months following receipt thereof or (B) committed to be reinvested pursuant to a legally binding agreement in assets used or useful in the business of the Borrower and its Subsidiaries within twelve (12) months after receipt of such Net Cash Proceeds and are thereafter actually reinvested in assets used or useful in the business of the Borrower and its Subsidiaries within six (6) months after the date of such commitment; provided further that any portion of such Net Cash Proceeds not actually used or committed to be reinvested pursuant to a legally binding agreement within such twelve (12) month period (and actually reinvested within six (6) months after such commitment) shall be prepaid in accordance with this Section 4.4(b)(iv) on or before the last day of such period.

(v) Excess Cash Flow . After the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2015), within five (5) Business Days after the earlier to occur of (x) the delivery of the financial statements and related Officer’s Compliance Certificate for such Fiscal Year and (y) the date on which the financial statements and the related Officer’s Compliance Certificate for such Fiscal Year are required to be delivered pursuant to Section 8.1(a) and Section 8.2(a) , the Borrower shall make mandatory principal prepayments of the Loans in the manner set forth in clause (vi) below in an amount equal to (A) the Excess Cash Flow Prepayment Percentage of the Excess Cash Flow, if any, for such Fiscal Year minus (B) the aggregate amount of all optional prepayments of Revolving Credit Loans during such Fiscal Year (solely to the extent accompanied by permanent optional reductions in the Revolving Credit Commitment) and all optional prepayments of any Term Loans during such Fiscal Year, in each case, solely to the extent that such prepayments are not funded with the incurrence of any Indebtedness, any Equity Issuance, any casualty proceeds, any condemnation proceeds or any other proceeds that would not be included in Consolidated EBITDA.

(vi) Notice; Manner of Payment . Upon the occurrence of any event triggering the prepayment requirement under clauses (i) through and including (v) above, the Borrower shall promptly deliver a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify the Lenders. Each prepayment of the Loans under this Section shall be applied as follows: first , ratably between each Series of Term Loans to reduce on a pro rata basis the remaining scheduled principal installments of each such Series and (ii) second , (A) if the prepayment is pursuant to clauses (i) through (iv) above, to the extent of any excess, to reduce permanently the Revolving Credit Commitment, pursuant to Section 2.5(b) and (B) if the prepayment is pursuant to clause (v) above, to the extent of any excess, to repay the Revolving Credit Loans pursuant to Section 2.4(d) , without a corresponding reduction in the Revolving Credit Commitment.

(vii) No Reborrowings . Amounts prepaid under the Term Loan pursuant to this Section may not be reborrowed. Each prepayment shall be accompanied by any amount required to be paid pursuant to Section 5.9 .

(viii) Foreign Dispositions, Foreign Casualty Events and Excess Cash Flow of Foreign Subsidiaries . Notwithstanding any other provision of this Section 4.4(b) , to the extent that any or all of the Net Cash Proceeds of a Foreign Disposition, the Net Cash Proceeds of any

Foreign Casualty Event or the Excess Cash Flow attributable to any Foreign Subsidiary is prohibited or delayed by applicable local law from being repatriated to the United States, the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to make a prepayment of the Loans at the time provided in this Section 4.4(b) , as the case may be. Instead, such amounts may be retained by the applicable Foreign Subsidiary so long as, but only so long as, the applicable local law will not permit repatriation to the United States (the Borrower hereby agreeing to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable local law to permit such repatriation), and once such repatriation of any such affected Net Cash Proceeds or Excess Cash Flow is permitted under the applicable local law, such repatriation will be promptly (and in any event not later than three (3) Business Days after such repatriation) applied (net of additional taxes payable or reserved against as a result thereof) to the repayment of the Loans pursuant to this Section 4.4(b) . In addition, notwithstanding any other provision of this Section 4.4(b) , to the extent the Borrower has reasonably determined in good faith that repatriation of any or all of the Net Cash Proceeds of any Foreign Disposition, any Foreign Casualty Event or Excess Cash Flow attributable to any Foreign Subsidiary would have an adverse tax consequence (taking into account any foreign tax credit or benefit received in connection with such repatriation), then, to the extent that such adverse tax consequence is not directly attributable to actions taken by the Borrower or any of its Subsidiaries with the intent of avoiding or reducing any mandatory prepayment otherwise required, the Borrower shall not be required to make a prepayment with such portion of Net Cash Proceeds or Excess Cash Flow as required pursuant to this Section 4.4(b) . Instead, such amounts may be retained by the applicable Foreign Subsidiary so long as, but only so long as, repatriation of the Net Cash Proceeds or Excess Cash Flow would have an adverse tax consequence and once such repatriation would not have an adverse tax consequence, such Net Cash Proceeds or Excess Cash Flow will be promptly (and in any event not later than three (3) Business Days after such repatriation would not have an adverse tax consequence) applied (net of additional taxes payable or reserved against as a result thereof) to the repayment of the Loans pursuant to this Section 4.4(b) ; provided that the provisions of this sentence and the immediately preceding sentence shall apply only if on or before the date on which any Net Cash Proceeds or Excess Cash Flow so retained would otherwise have been required to be applied to prepayments pursuant to this Section 4.4 , (x) such Net Cash Proceeds or Excess Cash Flow are applied to the repayment of Indebtedness of a Foreign Subsidiary or (y) the Borrower applies an amount equal to such Net Cash Proceeds or Excess Cash Flow (reduced by any amounts applied pursuant to the foregoing clause (x)) to such prepayments as if such Net Cash Proceeds or Excess Cash Flow had been received by the Borrower rather than such Foreign Subsidiary, less the amount of additional taxes that would have been payable or reserved against if such Net Cash Proceeds or Excess Cash Flow had been repatriated; provided , however , that if after giving effect to any prepayment required by this clause (y), the Borrower and its Domestic Subsidiaries would have Liquidity of less than $20,000,000, such required prepayment shall be reduced by an amount such that after giving effect thereto, the Borrower and its Domestic Subsidiaries would have Liquidity in an aggregate amount of $20,000,000 after giving effect thereto.

(c) Call Premium . In the event that, on or prior to the six month anniversary of the Closing Date, the Borrower (i) makes any prepayment of the Initial Term Loans in connection with any Repricing Transaction (as defined below) or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each applicable Term Loan Lender, a fee in an amount equal to, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Initial Term Loans being prepaid and (y) in the case of clause (ii), a payment equal to 1.0% of the aggregate amount of the applicable Initial Term Loans outstanding immediately prior to such amendment. Such fees shall be due and payable on the date of the

effectiveness of such Repricing Transaction. For the purpose of this clause (c), “ Repricing Transaction ” means (a) any prepayment or repayment of the Initial Term Loans with the proceeds of, or any conversion of the Initial Term Loans into, any new or replacement tranche of term loans or Indebtedness (including, without limitation, Replacement Term Loans) bearing interest with an Effective Yield less than the Effective Yield applicable to the Initial Term Loans (as such comparative yields are determined in the reasonable judgment of the Administrative Agent consistent with generally accepted financial practices) and (b) any amendment to the pricing terms of the Initial Term Loans which reduces the Effective Yield applicable to the Initial Term Loans (it being understood that such premium shall apply to any Non-Consenting Lender that is replaced under Section 5.12(b) in connection with any such amendment), in each case, other than any such prepayment, repayment, conversion or amendment that is undertaken in connection with the consummation of a Permitted Acquisition or the occurrence of a Change in Control or a sale of all or substantially all of the assets of the Borrower (so long as the primary purpose of such prepayment, repayment, conversion or amendment is not to reduce the Effective Yield applicable to the Initial Term Loans as certified by the chief financial officer of the Borrower in a certificate to the Administrative Agent (on which the Administrative Agent is expressly permitted to rely)).

ARTICLE V

GENERAL LOAN PROVISIONS

SECTION 5.1 Interest .

(a) Interest Rate Options . Subject to the provisions of this Section, at the election of the Borrower, (i) Revolving Credit Loans and the Term Loans shall bear interest at (A) the Base Rate plus the Applicable Margin or (B) the LIBOR Rate plus the Applicable Margin ( provided that the LIBOR Rate shall not be available until three (3) Business Days (or four (4) Business Days with respect to a LIBOR Rate based on a twelve month Interest Period) after the Closing Date unless the Borrower has delivered to the Administrative Agent a letter in form and substance reasonably satisfactory to the Administrative Agent indemnifying the Lenders in the manner set forth in Section 5.9 of this Agreement) and (ii) any Swingline Loan shall bear interest at the Base Rate plus the Applicable Margin. The Borrower shall select the rate of interest and Interest Period, if any, applicable to any Loan at the time a Notice of Borrowing is given or at the time a Notice of Conversion/Continuation is given pursuant to Section 5.2 .

(b) Default Rate . Subject to Section 10.3 ,

(i) (A) immediately upon the occurrence and during the continuance of an Event of Default under Section 10.1(a) , (b) , (h) or (i) , or (B) at the election of the Required Lenders, upon the occurrence and during the continuance of any other Event of Default, the Borrower shall no longer have the option to request LIBOR Rate Loans;

(ii) immediately upon the occurrence and during the continuance of an Event of Default under Section 10.1(a) or (b) , all overdue principal, fees and other obligations under the Credit Facility shall bear interest at a rate per annum of, in the case of principal of LIBOR Rate Loans, two percent (2%) in excess of the rate (including the Applicable Margin) then applicable to LIBOR Rate Loans until the end of the applicable Interest Period and thereafter at a rate equal to two percent (2%) in excess of the rate (including the Applicable Margin) then applicable to Base Rate Loans, and in the case of all other overdue principal, fees and other obligations, at a rate per annum equal to two percent (2%) in excess of the rate (including the Applicable Margin) then applicable to Base Rate Loans;

(iii) immediately upon the occurrence and during the continuance of an Event of Default under Section 10.1(h) or (i) , all outstanding principal, fees and other obligations under the Credit Facility shall bear interest at a rate per annum of, in the case of principal of LIBOR Rate Loans, two percent (2%) in excess of the rate (including the Applicable Margin) then applicable to LIBOR Rate Loans until the end of the applicable Interest Period and thereafter at a rate equal to two percent (2%) in excess of the rate (including the Applicable Margin) then applicable to Base Rate Loans, and in the case of all other overdue principal, fees and other obligations, at a rate per annum equal to two percent (2%) in excess of the rate (including the Applicable Margin) then applicable to Base Rate Loans;

(iv) upon the election of the Required Lenders following the occurrence and during the continuance of any Event of Default other than an Event of Default under Section 10.1(a) , (b) , (h) or (i) , all outstanding LIBOR Rate Loans shall bear interest at a rate per annum of two percent (2%) in excess of the rate (including the Applicable Margin) then applicable to LIBOR Rate Loans until the end of the applicable Interest Period and thereafter at a rate equal to two percent (2%) in excess of the rate (including the Applicable Margin) then applicable to Base Rate Loans, and all outstanding Base Rate Loans and other Obligations arising hereunder or under any other Loan Document shall bear interest at a rate per annum equal to two percent (2%) in excess of the rate (including the Applicable Margin) then applicable to Base Rate Loans or such other Obligations arising hereunder or under any other Loan Document;

(v) all accrued and unpaid interest under this Section 5.1(b) shall be due and payable on demand of the Administrative Agent. Interest shall continue to accrue on the Obligations after the filing by or against the Borrower of any petition seeking any relief in bankruptcy or under any Debtor Relief Law.

(c) Interest Payment and Computation . Interest on each Base Rate Loan shall be due and payable in arrears on the last Business Day of each calendar quarter commencing with the calendar quarter ending June 30, 2014; and interest on each LIBOR Rate Loan shall be due and payable on the last day of each Interest Period applicable thereto, and if such Interest Period extends over three (3) months, at the end of each three (3) month interval during such Interest Period. All computations of interest for Base Rate Loans when the Base Rate is determined by the Prime Rate shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest provided hereunder shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365/366-day year).

(d) Maximum Rate . In no contingency or event whatsoever shall the aggregate of all amounts deemed interest under this Agreement charged or collected pursuant to the terms of this Agreement exceed the highest rate permissible under any Applicable Law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such a court determines that the Lenders have charged or received interest hereunder in excess of the highest applicable rate, the rate in effect hereunder shall automatically be reduced to the maximum rate permitted by Applicable Law and the Lenders shall at the Administrative Agent’s option (i) promptly refund to the Borrower any interest received by the Lenders in excess of the maximum lawful rate or (ii) apply such excess to the principal balance of the Obligations. It is the intent hereof that the Borrower not pay or contract to pay, and that neither the Administrative Agent nor any Lender receive or contract to receive, directly or indirectly in any manner whatsoever, interest in excess of that which may be paid by the Borrower under Applicable Law.

SECTION 5.2 Notice and Manner of Conversion or Continuation of Loans . Provided that (A) no Event of Default under Section 10.1(a) , (b) , (h) or (i) has occurred and is then continuing and (B)

after the occurrence and during the continuance of any other Event of Default, the Required Lenders have not elected to prohibit borrowings of LIBOR Rate Loans, the Borrower shall have the option to (a) convert at any time following the third Business Day after the Closing Date all or any portion of any outstanding Base Rate Loans (other than Swingline Loans) in a principal amount equal to $1,000,000 or any whole multiple of $500,000 in excess thereof into one or more LIBOR Rate Loans and (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $3,000,000 or a whole multiple of $1,000,000 in excess thereof into Base Rate Loans (other than Swingline Loans) or (ii) continue such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires to convert or continue Loans as provided above, the Borrower shall give the Administrative Agent irrevocable prior written notice in the form attached as Exhibit E (a “ Notice of Conversion/Continuation ”) not later than 11:00 a.m. three (3) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan; provided that if the Borrower wishes to request LIBOR Rate Loans having an Interest Period of twelve months in duration, such notice must be received by the Administrative Agent not later than 11:00 a.m. four (4) Business Days prior to the requested date of such conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the applicable Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. If the Borrower fails to give a timely Notice of Conversion/Continuation prior to the end of the Interest Period for any LIBOR Rate Loan, then the applicable LIBOR Rate Loan shall be converted to a Base Rate Loan. Any such automatic conversion to a Base Rate Loan shall be effective as of the last day of the Interest Period then in effect with respect to the applicable LIBOR Rate Loan. If the Borrower requests a conversion to, or continuation of, LIBOR Rate Loans, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Notwithstanding anything to the contrary herein, a Swingline Loan may not be converted to a LIBOR Rate Loan. The Administrative Agent shall promptly notify the affected Lenders of such Notice of Conversion/Continuation.

SECTION 5.3 Fees .

(a) Commitment Fee . Commencing on the Closing Date, subject to Section 5.15(a)(iii)(A) , the Borrower shall pay to the Administrative Agent, for the account of the Revolving Credit Lenders, a non-refundable commitment fee (the “ Commitment Fee ”) at a rate per annum equal to the applicable rate set forth for the Commitment Fee in the definition of “Applicable Margin” on the average daily unused portion of the Revolving Credit Commitment of the Revolving Credit Lenders (other than the Defaulting Lenders, if any); provided , that the amount of outstanding Swingline Loans shall not be considered usage of the Revolving Credit Commitment for the purpose of calculating the Commitment Fee. The Commitment Fee shall be payable in arrears on the last Business Day of each calendar quarter during the term of this Agreement commencing with the calendar quarter ending June 30, 2014 and ending on the date upon which all Obligations (other than contingent reimbursement and indemnification obligations not then due) arising under the Revolving Credit Facility shall have been paid in full and all Letters of Credit have been terminated or expired (or have been Cash Collateralized). The Commitment Fee shall be distributed by the Administrative Agent to the Revolving Credit Lenders (other than any Defaulting Lender) pro rata in accordance with such Revolving Credit Lenders’ respective Revolving Credit Commitment Percentages.

(b) Upfront Fees . The Borrower agrees to pay (i) to each Term Loan Lender, on the Closing Date, upfront fees equal to 0.25% of such Lender’s Term Loan funded on the Closing Date and (ii) to

each Revolving Credit Lender, on the Closing Date, upfront fees equal to 0.50% of such Lender’s Revolving Credit Commitment on the Closing Date.

(c) Other Fees . The Borrower shall pay to the Arrangers and the Administrative Agent for their own respective accounts fees in the amounts and at the times specified in the Fee Letters. The Borrower shall pay to the Lenders such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified.

SECTION 5.4 Manner of Payment . Each payment by the Borrower on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Lenders under this Agreement shall be made not later than 1:00 p.m. on the date specified for payment under this Agreement (except as otherwise provided herein or under any other Loan Document) to the Administrative Agent at the Administrative Agent’s Office for the account of the Lenders entitled to such payment in Dollars, in immediately available funds and shall be made without any set off, counterclaim or deduction whatsoever. Any payment received after such time but before 2:00 p.m. on such day shall be deemed a payment on such date for the purposes of Section 10.1 , but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment received after 2:00 p.m. shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative Agent of each such payment, the Administrative Agent shall distribute to each such Lender at its address for notices set forth herein its Commitment Percentage in respect of the relevant Credit Facility (or other applicable share as provided herein) of such payment and shall wire advice of the amount of such credit to each Lender. Each payment to the Administrative Agent on account of the principal of or interest on the Swingline Loans or of any fee, commission or other amounts payable to the Swingline Lender shall be made in like manner, but for the account of the Swingline Lender. Each payment to the Administrative Agent of any Issuing Lender’s fees or L/C Participants’ commissions shall be made in like manner, but for the account of such Issuing Lender or the L/C Participants, as the case may be. Each payment to the Administrative Agent of Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 5.9 , 5.10 , 5.11 or 12.3 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to the definition of Interest Period, if any payment under this Agreement shall be specified to be made upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day and such extension of time shall in such case be included in computing any interest if payable along with such payment. Notwithstanding the foregoing, if there exists a Defaulting Lender each payment by the Borrower to such Defaulting Lender hereunder shall be applied in accordance with Section 5.15(a)(ii) .

SECTION 5.5 Evidence of Indebtedness .

(a) Extensions of Credit . The Extensions of Credit made by each Lender and each Issuing Lender shall be evidenced by one or more accounts or records maintained by such Lender or such Issuing Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender or the applicable Issuing Lender shall be conclusive absent manifest error of the amount of the Extensions of Credit made by the Lenders or such Issuing Lender to the Borrower and its Subsidiaries and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender or any Issuing Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Revolving Credit Note, Term Loan Note and/or Swingline Note, as

applicable, which shall evidence such Lender’s Revolving Credit Loans, Term Loans and/or Swingline Loans, as applicable, in addition to such accounts or records. Each Lender may attach schedules to its Notes and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto.

(b) Participations . In addition to the accounts and records referred to in subsection (a), each Revolving Credit Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Revolving Credit Lender of participations in Letters of Credit and Swingline Loans. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Revolving Credit Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.

SECTION 5.6 Sharing of Payments by Lenders . If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or other obligations hereunder resulting in such Lender’s receiving payment of a proportion of the aggregate amount of its Loans and accrued interest thereon or other such obligations (other than pursuant to Sections 5.9 , 5.10 , 5.11 or 12.3 ) greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them; provided that:

(i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and

(ii) the provisions of this paragraph shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (B) the application of Cash Collateral provided for in Section 5.14 or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in Swingline Loans and Letters of Credit to any assignee or participant, other than to the Borrower or any of its Subsidiaries or Affiliates (as to which the provisions of this paragraph shall apply).

SECTION 5.7 Administrative Agent’s Clawback .

(a) Funding by Lenders; Presumption by Administrative Agent . Unless the Administrative Agent shall have received notice from a Lender (i) in the case of Base Rate Loans, not later than 12:00 noon on the date of any proposed borrowing and (ii) otherwise, prior to the proposed date of any borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Sections 2.3(b) and 4.2 and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the daily average Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank

compensation and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

(b) Payments by the Borrower; Presumptions by Administrative Agent . Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders, the Issuing Lender or the Swingline Lender hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders, the Issuing Lender or the Swingline Lender, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders, the Issuing Lender or the Swingline Lender, as the case maybe, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender, Issuing Lender or the Swingline Lender, with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

(c) Nature of Obligations of Lenders Regarding Extensions of Credit . The obligations of the Lenders under this Agreement to make the Loans and issue or participate in Letters of Credit are several and are not joint or joint and several. The failure of any Lender to make available its Commitment Percentage of any Loan requested by the Borrower shall not relieve it or any other Lender of its obligation, if any, hereunder to make its Commitment Percentage of such Loan available on the borrowing date, but no Lender shall be responsible for the failure of any other Lender to make its Commitment Percentage of such Loan available on the borrowing date.

SECTION 5.8 Changed Circumstances .

(a) Circumstances Affecting LIBOR Rate Availability . In connection with any request for a LIBOR Rate Loan or a conversion to or continuation thereof, if for any reason (i) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that Dollar deposits are not being offered to banks in the London interbank Eurodollar market for the applicable amount and Interest Period of such Loan, (ii) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that reasonable and adequate means do not exist for ascertaining the LIBOR Rate for such Interest Period with respect to a proposed LIBOR Rate Loan or (iii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that the LIBOR Rate does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Loans during such Interest Period, then the Administrative Agent shall promptly give notice thereof to the Borrower. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, the obligation of the Lenders to make LIBOR Rate Loans and the right of the Borrower to convert any Loan to or continue any Loan as a LIBOR Rate Loan shall be suspended, and the Borrower shall either (A) repay in full (or cause to be repaid in full) the then outstanding principal amount of each such LIBOR Rate Loan together with accrued interest thereon (subject to Section 5.1(d) ), on the last day of the then current Interest Period applicable to such LIBOR Rate Loan; or (B) convert the then outstanding principal amount of each such LIBOR Rate Loan to a Base Rate Loan as of the last day of such Interest Period.

(b) Laws Affecting LIBOR Rate Availability . If, after the date hereof, the introduction of, or any change in, any Applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any of the Lenders (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for any of the Lenders (or any of their respective Lending Offices) to honor its obligations hereunder to make or maintain any LIBOR Rate Loan, such Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower and the other Lenders. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, (i) the obligations of the Lenders to make LIBOR Rate Loans, and the right of the Borrower to convert any Loan to a LIBOR Rate Loan or continue any Loan as a LIBOR Rate Loan shall be suspended and thereafter the Borrower may select only Base Rate Loans and (ii) if any of the Lenders may not lawfully continue to maintain a LIBOR Rate Loan to the end of the then current Interest Period applicable thereto, the applicable Loan shall immediately be converted to a Base Rate Loan for the remainder of such Interest Period.

SECTION 5.9 Indemnity . The Borrower hereby indemnifies each of the Lenders against any actual loss or expense (including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain a LIBOR Rate Loan or from fees payable to terminate the deposits from which such funds were obtained) which may arise or be attributable to each Lender’s obtaining, liquidating or employing deposits or other funds acquired to effect, fund or maintain any Loan (a) as a consequence of any failure by the Borrower to make any payment when due of any amount due hereunder in connection with a LIBOR Rate Loan, (b) due to any failure of the Borrower (for a reason other than the failure of such Lender to make a loan that it is obligated to make under the terms of this Agreement) to borrow, continue or convert on a date specified therefor in a Notice of Borrowing or Notice of Conversion/Continuation or (c) due to any payment, prepayment or conversion of any LIBOR Rate Loan on a date other than the last day of the Interest Period therefor. The amount of such loss or expense shall be determined, in the applicable Lender’s sole discretion, based upon the assumption that such Lender funded its Commitment Percentage of the LIBOR Rate Loans in the London interbank market and using any reasonable attribution or averaging methods which such Lender deems appropriate and practical. A certificate of such Lender setting forth in reasonable detail the basis for determining such amount or amounts necessary to compensate such Lender shall be forwarded to the Borrower through the Administrative Agent and shall be conclusively presumed to be correct save for manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within ten (10) Business Days after receipt thereof.

SECTION 5.10 Increased Costs .

(a) Increased Costs Generally . If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any Lender (except any reserve requirement reflected in the LIBOR Rate) or any Issuing Lender;

(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or

(iii) impose on any Lender or any Issuing Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or LIBOR Rate Loans made by such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender, such Issuing Lender or such other Recipient of making, converting to, continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender, such Issuing Lender or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, such Issuing Lender or such other Recipient hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender, such Issuing Lender or other Recipient, the Borrower shall promptly pay to any such Lender, such Issuing Lender or such other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, such Issuing Lender or such other Recipient, as the case may be, for such additional costs incurred or reduction suffered.

(b) Capital Requirements . If any Lender or any Issuing Lender determines that any Change in Law affecting such Lender or such Issuing Lender or any lending office of such Lender or such Lender’s or such Issuing Lender’s holding company, if any, regarding capital or liquidity requirements, has or would have the effect of reducing the rate of return on such Lender’s or such Issuing Lender’s capital or on the capital of such Lender’s or such Issuing Lender’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitment of such Lender or the Loans made by, or participations in Letters of Credit or Swingline Loans held by, such Lender, or the Letters of Credit issued by such Issuing Lender, to a level below that which such Lender or such Issuing Lender or such Lender’s or such Issuing Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing Lender’s policies and the policies of such Lender’s or such Issuing Lender’s holding company with respect to capital adequacy), then from time to time upon written request of such Lender or such Issuing Lender the Borrower shall promptly pay to such Lender or such Issuing Lender, as the case may be, such additional amount or amounts as will compensate such Lender or such Issuing Lender or such Lender’s or such Issuing Lender’s holding company for any such reduction suffered.

(c) Certificates for Reimbursement . A certificate of a Lender, an Issuing Lender or such other Recipient setting forth the amount or amounts necessary to compensate such Lender, such Issuing Lender, such other Recipient or any of their respective holding companies, as the case may be, as specified in paragraph (a) or (b) of this Section, including in reasonable detail the basis therefor, and delivered to the Borrower, shall be conclusive absent manifest error. The Borrower shall pay such Lender, such Issuing Lender or such other Recipient, as the case may be, the amount shown as due on any such certificate within ten (10) Business Days after receipt thereof.

(d) Delay in Requests . Failure or delay on the part of any Lender, any Issuing Lender or such other Recipient to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s, such Issuing Lender’s or such other Recipient’s right to demand such compensation; provided that the Borrower shall not be required to compensate any Lender, any Issuing Lender or any other Recipient pursuant to this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Lender, such Issuing Lender or such other Recipient, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions, and of such Lender’s, such Issuing Lender’s or such other Recipient’s intention to claim compensation therefor (except that if the Change in Law giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof).

SECTION 5.11 Taxes .

(a) Defined Terms . For the avoidance of doubt, for purposes of this Section 5.11 , the term “Lender” includes each Issuing Lender and the Swingline Lender, and the term “Applicable Law” includes FATCA.

(b) Payments Free of Taxes . Any and all payments by or on account of any obligation of any Credit Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Credit Party shall be increased as necessary so that, after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section), the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

(c) Payment of Other Taxes by the Credit Parties . The Credit Parties shall timely pay to the relevant Governmental Authority in accordance with Applicable Law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

(d) Indemnification by the Credit Parties . The Credit Parties shall jointly and severally indemnify each Recipient, within ten (10) Business Days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability, including in reasonable detail the basis therefor, delivered to the Borrower by a Recipient (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Recipient, shall be conclusive absent manifest error.

(e) Indemnification by the Lenders . Each Lender shall severally indemnify the Administrative Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Credit Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 12.9(d) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (e).

(f) Evidence of Payments . As soon as practicable after any payment of Taxes by any Credit Party to a Governmental Authority pursuant to this Section 5.11 , such Credit Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority

evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(g) Status of Lenders .

(i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 5.11(g)(ii)(A) , (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(ii) Without limiting the generality of the foregoing:

(A) Any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt from United States federal backup withholding tax;

(B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:

(1) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN (or applicable successor form) establishing an exemption from, or reduction of, United States federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN (or applicable successor form) establishing an exemption from, or reduction of, United States federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(2) executed originals of IRS Form W-8ECI;

(3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit H-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “ U.S. Tax Compliance Certificate ”) and (y) executed originals of IRS Form W-8BEN (or applicable successor form); or

(4) to the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN (or applicable successor form), a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-2 or Exhibit H-3 , IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-4 on behalf of each such direct and indirect partner;

(C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of any other form prescribed by Applicable Law as a basis for claiming exemption from or a reduction in United States federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by Applicable Law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and

(D) if a payment made to a Lender under any Loan Document would be subject to United States federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

(h) Treatment of Certain Refunds . If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 5.11 (including by the payment of additional amounts pursuant to this Section 5.11 ), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (h) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (h), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (h) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

(i) Survival . Each party’s obligations under this Section 5.11 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, and the payment in full of the Obligations.

SECTION 5.12 Mitigation Obligations; Replacement of Lenders .

(a) Designation of a Different Lending Office . If any Lender gives notice pursuant to Section 5.8 , requests compensation under Section 5.10 or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.11 , then such Lender shall, at the request of the Borrower, use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate the need for the notice pursuant to Section 5.8 or eliminate or reduce amounts payable pursuant to Section 5.10 or Section 5.11 , as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b) Replacement of Lenders . If any Lender gives notice pursuant to Section 5.8 , requests compensation under Section 5.10 , or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.11 , and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 5.12(a) , or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 12.9 ), all of its interests, rights (other than its existing rights to payments pursuant to Section 5.10 or Section 5.11 ) and obligations under this Agreement (or in the case of a Non-Consenting Lender, all of such interests, rights and obligations with respect to the Series or Class of Loans or Commitments that is the subject of the related consent, waiver, amendment, modification or termination) and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

(i) the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 12.9 ;

(ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 5.9 ) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts, including any amounts under Section 4.4(c) );

(iii) in the case of any such assignment resulting from a claim for compensation under Section 5.10 or payments required to be made pursuant to Section 5.11 , such assignment will result in a reduction in such compensation or payments thereafter;

(iv) such assignment does not conflict with Applicable Law; and

(v) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent.

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Solely for purposes of effecting any assignment involving a Defaulting Lender or a Non-Consenting Lender under this Section 5.12 , each Lender hereby agrees that any Assignment and Assumption done in accordance with this Section 5.12 shall be effective against a Defaulting Lender or a Non-Consenting Lender five (5) Business Days after it has been given notice of the same, whether or not such Defaulting Lender or Non-Consenting Lender has executed such Assignment an Assumption, and such Defaulting Lender or Non-Consenting Lender shall be bound thereby as fully and effectively as if such Defaulting Lender or Non-Consenting Lender had personally executed, acknowledged and delivered the same.

SECTION 5.13 Incremental Loans .

(a) At any time the Borrower may by written notice to the Administrative Agent elect to request the establishment of:

(i) one or more incremental term loan commitments (any such incremental term loan commitment, an “ Incremental Term Loan Commitment ”) to make one or more additional term loans (any such additional term loan, an “ Incremental Term Loan ”); or

(ii) one or more increases in the Revolving Credit Commitments (any such increase, an “ Incremental Revolving Credit Commitment ” and, together with the Incremental Term Loan Commitments, the “ Incremental Loan Commitments ”) to make revolving credit loans under the Revolving Credit Facility (any such increase, an “ Incremental Revolving Credit Increase ” and, together with the Incremental Term Loans, the “ Incremental Loans “);

provided that (1) the total aggregate principal amount for all such Incremental Loan Commitments shall not (as of any date of incurrence thereof) exceed $125,000,000 and (2) the total aggregate amount for each Incremental Loan Commitment (and the Incremental Loans made thereunder) shall not be less than a minimum principal amount of $25,000,000 or, if less, the remaining amount permitted pursuant to the foregoing clause (1). Each such notice shall specify the date (each, an “ Increased Amount Date ”) on

which the Borrower proposes that any Incremental Loan Commitment shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to Administrative Agent. The Borrower may invite any Lender, any Affiliate of any Lender and/or any Approved Fund, and/or any other Person reasonably satisfactory to the Administrative Agent, to provide an Incremental Loan Commitment (any such Person, an “ Incremental Lender ”). Any proposed Incremental Lender offered or approached to provide all or a portion of any Incremental Loan Commitment may elect or decline, in its sole discretion, to provide such Incremental Loan Commitment. Any Incremental Loan Commitment shall become effective as of such Increased Amount Date; provided that:

(A) either (x) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to (1) any Incremental Loan Commitment, (2) the making of any Incremental Loans pursuant thereto and (3) any Permitted Acquisition consummated in connection therewith or (y) if the Lenders providing such Incremental Term Loan in order to finance a Permitted Acquisition have agreed to a “funds certain” provision (which provision does not require as a condition to funding thereof that no Default or Event of Default has occurred), then no no Event of Default under Section 10.1(a) , (b) , (h) or (i) exists at the time such Permitted Acquisition is consummated);

(B) the Administrative Agent and the Lenders shall have received from the Borrower an Officer’s Compliance Certificate demonstrating, in form and substance reasonably satisfactory to the Administrative Agent, that the (1) Borrower is in compliance with the financial covenant set forth in Section 9.13 (whether or not then applicable) based on the financial statements most recently delivered pursuant to Section 8.1(a) or 8.1(b) , as applicable, both before and after giving effect (on a Pro Forma Basis) to (x) any Incremental Loan Commitment, (y) the making of any Incremental Loans pursuant thereto (with any Incremental Loan Commitment being deemed to be fully funded) and (z) any Permitted Acquisition consummated in connection therewith;

(C) each of the representations and warranties contained in Article VII shall be true and correct in all material respects, except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true, correct and complete in all respects, on such Increased Amount Date with the same effect as if made on and as of such date (except for any such representation and warranty that by its terms is made only as of an earlier date, which representation and warranty shall remain true and correct as of such earlier date); provided in the case of an Incremental Term Loan the proceeds of which will be used to finance a Permitted Acquisition, if the Lenders providing such Incremental Term Loan have agreed to a “funds certain” provision, only the Specified Representations shall be true and correct in all material respects, except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true and correct in all respects on such Increased Amount Date with the same effect as if made on and as of such date (except for any such representation and warranty that by its terms is made only as of an earlier date, which representation and warranty shall remain true and correct in all material respects as of such earlier date (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true and correct as of such earlier date in all respects));

(D) the proceeds of any Incremental Loans shall be used for general corporate purposes of the Borrower and its Subsidiaries (including Permitted Acquisitions);

(E) each Incremental Loan Commitment (and the Incremental Loans made thereunder) shall constitute Obligations of the Borrower and shall be secured and guaranteed with the other Extensions of Credit on a pari passu basis;

(F) (1) in the case of each Incremental Term Loan (the terms of which shall be set forth in the relevant Lender Joinder Agreement):

(x) such Incremental Term Loan will mature and amortize in a manner reasonably acceptable to the Administrative Agent, the Incremental Lenders making such Incremental Term Loan and the Borrower, but will not in any event have a shorter Weighted Average Life to Maturity than the remaining Weighted Average Life to Maturity of the Initial Term Loan or a maturity date earlier than the Term Loan Maturity Date with respect to the Initial Term Loans (after giving effect to any extension under Section 5.16 );

(y) the Applicable Margin, pricing grid, if applicable, and prepayment premiums payable upon a prepayment of such Incremental Term Loan shall in each case be determined for such Incremental Term Loan by the Administrative Agent, the applicable Incremental Lenders and the Borrower on the applicable Increased Amount Date; provided that if the Effective Yield in respect of any Incremental Term Loan incurred on or prior to the second anniversary of the Closing Date exceeds the Effective Yield for the Initial Term Loan by more than 0.50%, then the Applicable Margin for the Initial Term Loan shall be increased so that the Effective Yield in respect of such Initial Term Loan is equal to the Effective Yield for the Incremental Term Loan minus 0.50%; provided further , that if an increase in the Effective Yield results solely from an increase in the interest rate floor for such Incremental Term Loan, such increase in the Applicable Margin for such Initial Term Loan shall be effected as an interest rate floor; and

(z) except as provided above, all other terms and conditions applicable to any Incremental Term Loan, to the extent not consistent with the terms and conditions applicable to the Initial Term Loan, shall be reasonably satisfactory to the Administrative Agent and the Borrower ( provided that such other terms and conditions shall not be materially more favorable to the Lenders under any Incremental Term Loans than such other terms and conditions under the Initial Term Loans);

(2) in the case of each Incremental Revolving Credit Increase (the terms of which shall be set forth in the relevant Lender Joinder Agreement):

(x) such Incremental Revolving Credit Increase shall mature on the Revolving Credit Maturity Date (after giving effect to any extension under Section 5.16 ), shall bear interest and be entitled to unused fees, in each case at a rate determined by the Administrative Agent, the applicable Incremental Lenders and the Borrower, and otherwise shall be subject to the same terms and conditions as the Revolving Credit Loans; provided that if the interest rate

margins and/or unused fees, as applicable, in respect of any Incremental Revolving Credit Increase exceed the interest rate margins and/or unused fees, as applicable, for the Initial Revolving Credit Facility then the interest rate margins and/or unused fees, as applicable, for the Initial Revolving Credit Facility shall be increased so that the interest rate margins and/or unused fees, as applicable, are equal to the interest rate margins and/or unused fees for such Incremental Revolving Credit Increase;

(y) the outstanding Revolving Credit Loans and Revolving Credit Commitment Percentages of Swingline Loans and L/C Obligations will be reallocated by the Administrative Agent on the applicable Increased Amount Date among the Revolving Credit Lenders (including the Incremental Lenders providing such Incremental Revolving Credit Increase) in accordance with their revised Revolving Credit Commitment Percentages (and the Revolving Credit Lenders (including the Incremental Lenders providing such Incremental Revolving Credit Increase) agree to make all payments and adjustments necessary to effect such reallocation and the Borrower shall pay any and all costs required pursuant to Section 5.9 in connection with such reallocation as if such reallocation were a repayment); and

(z) except as provided above, all of the other terms and conditions applicable to such Incremental Revolving Credit Increase shall, except to the extent otherwise provided in this Section 5.13 , be identical to the terms and conditions applicable to the Revolving Credit Facility;

(G) (1) any Incremental Lender making any Incremental Term Loan shall be entitled to the same voting rights as the existing Term Loan Lenders under the Term Loan Facility and each Incremental Term Loan shall receive proceeds of prepayments on the same basis as the Initial Term Loan (such prepayments to be shared pro rata on the basis of the original aggregate funded amount thereof among the Initial Term Loan and the Incremental Term Loans);

(2) any Incremental Lender with an Incremental Revolving Credit Increase shall be entitled to the same voting rights as the existing Revolving Credit Lenders under the Revolving Credit Facility and any Extensions of Credit made in connection with each Incremental Revolving Credit Increase shall receive proceeds of prepayments on the same basis as the other Revolving Credit Loans made hereunder;

(H) such Incremental Loan Commitments shall be effected pursuant to one or more Lender Joinder Agreements executed and delivered by the Borrower, the Administrative Agent and the applicable Incremental Lenders (which Lender Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 5.13 ); and

(I) the Borrower shall deliver or cause to be delivered any customary legal opinions, supplements and amendments to the Security Documents, or other documents (including, without limitation, a resolution duly adopted by the board of directors (or equivalent governing body) of each Credit Party authorizing such Incremental Loan and/or Incremental Term Loan Commitment) reasonably requested by Administrative Agent in connection with any such transaction.

(b) (i) The Incremental Term Loans shall be deemed to be Term Loans; provided that such Incremental Term Loan shall be designated as a separate Series of Term Loans for all purposes of this Agreement. The Incremental Revolving Credit Commitments shall be deemed to be Revolving Credit Commitments and shall become part of the Revolving Credit Facility.

(ii) The Incremental Lenders shall be included in any determination of the Required Lenders or Required Revolving Credit Lenders, as applicable, and, unless otherwise agreed, the Incremental Lenders will not constitute a separate voting class for any purposes under this Agreement.

(c) (i) On any Increased Amount Date on which any Incremental Term Loan Commitment becomes effective, subject to the foregoing terms and conditions, each Incremental Lender with an Incremental Term Loan Commitment shall make, or be obligated to make, an Incremental Term Loan to the Borrower in an amount equal to its Incremental Term Loan Commitment and shall become a Term Loan Lender hereunder with respect to such Incremental Term Loan Commitment and the Incremental Term Loan made pursuant thereto.

(ii) On any Increased Amount Date on which any Incremental Revolving Credit Increase becomes effective, subject to the foregoing terms and conditions, each Incremental Lender with an Incremental Revolving Credit Commitment shall become a Revolving Credit Lender hereunder with respect to such Incremental Revolving Credit Commitment.

(d) Any Incremental Term Loans made on an Increased Amount Date shall be designated a separate Series of Incremental Term Loans for all purposes of this Agreement. The terms and provisions of the Incremental Term Loan Commitments and Incremental Term Loans of any Series shall, except as otherwise set forth herein or in the applicable Lender Joinder Agreement, be identical to those of the Commitments for the Initial Term Loan and the Initial Term Loans.

SECTION 5.14 Cash Collateral . At any time that there shall exist a Defaulting Lender, within one Business Day following the written request of the Administrative Agent, any Issuing Lender (with a copy to the Administrative Agent) or the Swingline Lender (with a copy to the Administrative Agent), the Borrower shall Cash Collateralize the Fronting Exposure of such Issuing Lender and/or the Swingline Lender, as applicable, with respect to such Defaulting Lender (determined after giving effect to Section 5.15(a)(iv) and any Cash Collateral provided by or on behalf of such Defaulting Lender) in an amount not less than the Minimum Collateral Amount.

(a) Grant of Security Interest . The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to the Administrative Agent, for the benefit of the Secured Parties, and agrees to maintain, a first priority security interest in all such Cash Collateral as security for the Defaulting Lender’s obligation to fund participations in respect of L/C Obligations and Swingline Loans, to be applied pursuant to subsection (b) below. If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent and the Secured Parties as herein provided, or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, the Borrower will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any Cash Collateral provided by or on behalf of the Defaulting Lender).

(b) Application . Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Section 5.14 or Section 5.15 in respect of Letters of Credit and Swingline Loans shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund

participations in respect of L/C Obligations and Swingline Loans (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein.

(c) Termination of Requirement . Cash Collateral (or the appropriate portion thereof) provided to reduce the Fronting Exposure of any Issuing Lender and/or the Swingline Lender, as applicable, shall no longer be required to be held as Cash Collateral pursuant to this Section 5.14 following (i) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or (ii) the determination by the Administrative Agent, the Issuing Lenders and the Swingline Lender that there exists excess Cash Collateral; provided that, subject to Section 5.15 , the Person providing Cash Collateral, the Issuing Lender and the Swingline Lender may agree that Cash Collateral shall be held to support future anticipated Fronting Exposure or other obligations; and provided further that to the extent that such Cash Collateral was provided by the Borrower, such Cash Collateral shall remain subject to the security interest granted pursuant to the Loan Documents.

SECTION 5.15 Defaulting Lenders .

(a) Defaulting Lender Adjustments . Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by Applicable Law:

(i) Waivers and Amendments . Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definitions of Required Lenders and Required Revolving Credit Lenders and Section 12.2 .

(ii) Defaulting Lender Waterfall . Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article X or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 12.4 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first , to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second , to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lenders and the Swingline Lender hereunder; third , to Cash Collateralize the Fronting Exposure of the Issuing Lenders and the Swingline Lender with respect to such Defaulting Lender in accordance with Section 5.14 ; fourth , as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan or funded participation in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth , if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (A) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans and funded participations under this Agreement and (B) Cash Collateralize the Issuing Lenders’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit and Swingline Loans issued under this Agreement, in accordance with Section 5.14 ; sixth , to the payment of any amounts owing to the Lenders, the Issuing Lenders or the Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuing Lender or the Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh , so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the

Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth , to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (1) such payment is a payment of the principal amount of any Loans or funded participations in Letters of Credit or Swingline Loans in respect of which such Defaulting Lender has not fully funded its appropriate share, and (2) such Loans were made or the related Letters of Credit or Swingline Loans were issued at a time when the conditions set forth in Section 6.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and funded participations in Letters of Credit or Swingline Loans owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or funded participations in Letters of Credit or Swingline Loans owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Obligations and Swingline Loans are held by the Lenders pro rata in accordance with the Revolving Credit Commitments under the applicable Revolving Credit Facility without giving effect to Section 5.15(a)(iv) . Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 5.15(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

(iii) Certain Fees .

(A) No Defaulting Lender shall be entitled to receive any Commitment Fee for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender).

(B) Each Defaulting Lender shall be entitled to receive letter of credit commissions pursuant to Section 3.3 for any period during which that Lender is a Defaulting Lender only to the extent allocable to its Revolving Credit Commitment Percentage of the stated amount of Letters of Credit for which it has provided Cash Collateral pursuant to Section 5.14 .

(C) With respect to any Commitment Fee or letter of credit commission not required to be paid to any Defaulting Lender pursuant to clause (A) or (B) above, the Borrower shall (1) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in L/C Obligations or Swingline Loans that has been reallocated to such Non-Defaulting Lender pursuant to clause (iv) below, (2) pay to each Issuing Lender and Swingline Lender, as applicable, the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to such Issuing Lender’s or Swingline Lender’s Fronting Exposure to such Defaulting Lender, and (3) not be required to pay the remaining amount of any such fee.

(iv) Reallocation of Participations to Reduce Fronting Exposure . All or any part of such Defaulting Lender’s participation in L/C Obligations and Swingline Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Revolving Credit Commitment Percentages (calculated without regard to such Defaulting Lender’s Revolving Credit Commitment) but only to the extent that (x) the conditions set forth in Section 6.2 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Credit Exposure of any Non-Defaulting

Lender to exceed such Non-Defaulting Lender’s Revolving Credit Commitment. No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

(v) Cash Collateral, Repayment of Swingline Loans . If the reallocation described in clause (iv) above cannot, or can only partially, be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under law, (x) first , repay Swingline Loans in an amount equal to the Swingline Lender’s Fronting Exposure and (y) second , Cash Collateralize the Issuing Lenders’ Fronting Exposure in accordance with the procedures set forth in Section 5.14 .

(b) Defaulting Lender Cure . If the Borrower, the Administrative Agent, the Issuing Lenders and the Swingline Lender agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), such Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held pro rata by the Lenders in accordance with the Commitments under the applicable Credit Facility (without giving effect to Section 5.15(a)(iv) ), whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided , further , that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

SECTION 5.16 Extension of Term Loans and Revolving Credit Commitments .

(a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “ Extension Offer ”) made from time to time by the Borrower to all Lenders of Term Loans of the same Series or Revolving Credit Commitments of the same Series, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the Term Loans of the applicable Series or Revolving Credit Commitments of the applicable Series, as the case may be) and on the same terms to each such Lender, the Borrower is hereby permitted to consummate from time to time transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the maturity date of each such Lender’s Term Loans of such Series and/or Revolving Credit Commitments of such Series and otherwise modify the terms of such Term Loans of such Series and/or Revolving Credit Commitments of such Series pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Term Loans of such Series and/or Revolving Credit Commitments of such Series (and related outstandings) and/or modifying the scheduled principal installments in respect of such Lender’s Term Loans of such Series) (each, an “ Extension ”, and each group of Term Loans or Revolving Credit Commitments, as applicable, in each case as so extended, as well as the Term Loans and the Revolving Credit Commitments made on the Closing Date (in each case not so extended), being a separate Series; any Extended Term Loans shall constitute a separate Series of Term Loans from the Series of Term Loans from which they were converted, and any Extended Revolving Credit Commitments shall constitute a separate Series of Revolving Credit Commitments from the Series of Revolving Credit Commitments from which they were converted), so long as the following terms are satisfied:

(i) no Default or Event of Default shall have occurred and be continuing at the time the offering document in respect of an Extension Offer is delivered to the Lenders and at the time the Extension Offer is consummated;

(ii) except as to pricing, interest rates, fees, final maturity, optional prepayment or redemption terms and participation in mandatory prepayments (which shall be determined by the Borrower and set forth in the relevant Extension Offer), the Revolving Credit Commitment of any Revolving Credit Lender that agrees to an Extension with respect to such Revolving Credit Commitment (an “ Extending Revolving Lender ”) extended pursuant to an Extension (an “ Extended Revolving Credit Commitment ”; and the Loans made thereunder, “ Extended Revolving Loans ”), and the related outstandings, shall be a Revolving Credit Commitment (or related outstandings, as the case may be) with terms no more favorable in any material respect to the Extending Revolving Lenders than the terms of the Revolving Credit Commitments not so extended (and related outstandings) (except for covenants and other provisions contained therein applicable only to periods after the then latest Revolving Credit Maturity Date); provided that (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings), (B) repayments required upon the maturity date of the non-extending Revolving Credit Commitments and (C) repayments made in connection with a permanent repayment and termination of commitments) of Loans with respect to Extended Revolving Credit Commitments after the applicable Extension date shall be made on a pro rata basis with all other Revolving Credit Commitments, (2) all Letters of Credit shall be participated on a pro rata basis by all Lenders with Revolving Credit Commitments in accordance with their percentage of the Revolving Credit Commitments, (3) the permanent repayment of Revolving Loans with respect to, and termination of, Extended Revolving Credit Commitments after the applicable Extension date shall be made on a pro rata basis with all other Revolving Credit Commitments, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Series on a better than a pro rata basis as compared to any other Series with a later maturity date than such Series, (4) assignments and participations of Extended Revolving Credit Commitments and extended Revolving Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Loans and (5) at no time shall there be Revolving Credit Commitments hereunder which have more than three different maturity dates;

(iii) except as to interest rates, fees, final maturity date, optional and mandatory prepayment terms, scheduled prepayment dates and participation in prepayments (which shall, subject to the immediately succeeding clauses (iv), (v) and (vi), be determined by the Borrower and set forth in the relevant Extension Offer), the Term Loans of any Lender that agrees to an Extension with respect to such Term Loans (an “ Extending Term Lender ”) extended pursuant to any Extension (“ Extended Term Loans ”) shall have terms no more favorable in any material respect to the Extending Term Lender than the terms of the Series of Term Loans subject to such Extension Offer (except for covenants and other provisions contained therein applicable only to periods after the then latest Term Loan Maturity Date);

(iv) the final maturity date of any Extended Term Loans shall be no earlier than the Term Loan Maturity Date of the Series and Class of Term Loans subject to the Extension Offer and at no time shall the Terms Loans (including Extended Term Loans) have more than three different maturity dates;

(v) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the Weighted Average Life to Maturity of the Series and Class of Term Loans subject to the Extension Offer;

(vi) any (A) Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension Offer and (B) Extended Revolving Credit Commitments may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, as specified in the respective Extension Offer;

(vii) if the aggregate principal amount of Term Loans (calculated on the face amount thereof) of the applicable Series or Revolving Credit Commitments of the Series with the applicable maturity date, as the case may be, in respect of which the applicable Term Lenders or Revolving Credit Lenders, as the case may be, shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans of such Series or Revolving Credit Commitments of the Series with the applicable maturity date, as the case may be, offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans of such Series or Revolving Loans of the Series with the applicable maturity date, as the case may be, of such Term Lenders or Revolving Credit Lenders, as the case may be, shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Lenders or Revolving Credit Lenders, as the case may be, have accepted such Extension Offer;

(viii) all documentation in respect of such Extension shall be consistent with the foregoing;

(ix) the Borrower shall have delivered or caused to be delivered any customary legal opinions, supplements and amendments to the Security Documents, or other documents (including, without limitation, a resolution duly adopted by the board of directors (or equivalent governing body) of each Credit Party authorizing such Extension) reasonably requested by Administrative Agent in connection with any such transaction; and

(x) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower.

(b) With respect to all Extensions consummated by the Borrower pursuant to this Section 5.16 , (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 4.4 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment, provided that the Borrower may at its election specify as a condition (a “ Minimum Extension Condition ”) to consummating any such Extension that a minimum amount (to be determined and specified in the relevant Extension Offer in the Borrower’s sole discretion and may be waived by the Borrower) of Term Loans or Revolving Credit Commitments (as applicable) of any or all applicable Series be tendered. The Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 5.16 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans and/or Extended Revolving Credit Commitments on such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5.3 , 5.4 , 5.6 , 12.2 and 12.9 or any other provision related to the pro rata application of payments) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 5.16 .

(c) No consent of any Lender shall be required to effectuate any Extension, other than (i) the consent of each Lender agreeing to such Extension with respect to one or more of its Term Loans (including any Extended Term Loans) and/or Revolving Credit Commitments (or a portion thereof) and

(ii) with respect to any Extension of the Revolving Credit Commitments, the consent of the Issuing Lender and the Swingline Lender which consent shall not be unreasonably withheld or delayed. All Extended Term Loans, Extended Revolving Credit Commitments and all obligations in respect thereof shall be Obligations and Secured Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other applicable Secured Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement (each, an “ Extension Amendment ”) and the other Loan Documents with the Borrower as may be necessary in order to establish new Series in respect of Revolving Credit Commitments or Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such new Series, in each case on terms consistent with this Section 5.16 . In addition, any such amendment shall provide that, to the extent consented to by the Issuing Lender, (a) with respect to any Letters of Credit the expiration date for which extend beyond the maturity date for the non-extending Revolving Credit Commitments, participations in such Letters of Credit on such maturity date shall be reallocated from Lenders holding Revolving Credit Commitments to Lenders holding Extended Revolving Credit Commitments in accordance with the terms of such amendment ( provided that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly) and (b) limitations on drawings of Revolving Credit Loans and issuances, extensions and amendments to Letters of Credit shall be implemented giving effect to the foregoing reallocation prior to such reallocation actually occurring to ensure that sufficient Extended Revolving Credit Commitments are available to participate in any such Letters of Credit.

(d) In connection with any Extension, the Borrower shall provide the Administrative Agent at least 5 Business Days’ (or such shorter period of time as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures (to ensure reasonable administrative management of the Credit Facilities hereunder after such Extension), if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 5.16 .

ARTICLE VI

CONDITIONS OF CLOSING AND BORROWING

SECTION 6.1 Conditions to Closing and Initial Extensions of Credit . The obligation of the Lenders to close this Agreement and to make the initial Loans or issue or participate in the initial Letters of Credit, if any, is subject to the satisfaction of each of the following conditions:

(a) Executed Loan Documents . This Agreement, a Revolving Credit Note in favor of each Revolving Credit Lender requesting a Revolving Credit Note, an Initial Term Loan Note in favor of each Term Loan Lender requesting a Term Loan Note, a Swingline Note in favor of the Swingline Lender (in each case, if requested thereby), the Security Documents and the Guaranty Agreement, together with any other applicable Loan Documents, shall have been duly authorized, executed and delivered to the Administrative Agent by the parties thereto, shall be in full force and effect.

(b) Closing Certificates; Etc. The Administrative Agent shall have received each of the following in form and substance reasonably satisfactory to the Administrative Agent:

(i) Officer’s Certificate . A certificate from a Responsible Officer of the Borrower to the effect that:

(A) (1) all Specified Representations of the Credit Parties contained in this Agreement and the other Loan Documents are true, correct and complete in all material respects (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true, correct and complete in all respects) and (2) each of the representations made by the Acquired Company and/or the Seller or its Subsidiaries or Affiliates or with respect to the Acquired Company, its Subsidiaries or its business in the Acquisition Agreement as are material to the interests of the Lenders are true and correct, but only to the extent that the Borrower or its Affiliates have the right to terminate its or their obligations under the Acquisition Agreement or otherwise decline to close the Acquisition as a result of a breach of any such representations and warranties or any such representations and warranties not being accurate (in each case, determined without regard to any notice requirement);

(B) Since December 31, 2013, there shall not have occurred a Company Material Adverse Effect. “ Company Material Adverse Effect ” means (capitalized terms (other than “Company Material Adverse Effect”) are used in this paragraph as defined in the Acquisition Agreement) any event, occurrence, fact, circumstance, condition, change in or effect that, individually or in the aggregate, with all other circumstances, conditions, changes in or effects on the Target Companies, has a material adverse effect on the results of operations, assets (whether tangible or intangible) or liabilities or the financial condition of the Target Companies, taken as a whole excluding any event, occurrence, fact, circumstance, condition, change in or effect relating to or arising from (a) any changes in applicable accounting regulations or principles, Laws or regulations (including laws or regulations relating to wrongful discharge, employment discrimination, harassment, minimum wage, workplace health and safety or related matters), (b) any changes in interest rates or general (United States and/or the global) economic conditions, (c) any changes in financial, banking or securities markets (including, without limitation, any disruption thereof and any decline in the price of any security or any market index), (d) any change generally applicable to the industries in which the Company operates, (e) any national or international political or social conditions, (f) any failure by the Company to meet any internal or published projections, forecasts or revenue or earnings predictions for any period ending on or after the date hereof (it being understood that the reasons or circumstances giving rise to such failure may, unless otherwise excluded by another clause in this definition of “Company Material Adverse Effect,” be taken into account in determining whether a Company Material Adverse Effect has occurred or could reasonably be expected to occur), (g) the entry into and consummation of the transactions contemplated by this Agreement, including the Stock Purchase, (h) any action taken by Buyer, (i) any action taken by the Target Companies at the request or with the consent of Buyer or pursuant to this Agreement or any other agreements entered in connection therewith, (j) any national or international political or social event or occurrence or material worsening or escalation thereof (including, without limitation, acts of war or terrorism), and (k) any matters of which Buyer has actual (and not constructive) knowledge as of the date of this Agreement, in each case (i.e., clauses (a) through (e) and clause (j) above), only to the extent that such factors do not affect the Target Companies (taken as a whole) in a materially disproportionate manner as compared to their competitors; and

(C) each of the Credit Parties, as applicable, has satisfied each of the conditions set forth in Section 6.1 and Section 6.2 .

(ii) Certificate of Secretary of each Credit Party . A certificate of a Responsible Officer of each Credit Party certifying as to the incumbency and genuineness of the signature of each officer of such Credit Party executing Loan Documents to which it is a party and certifying that attached thereto is a true, correct and complete copy of (A) the articles or certificate of incorporation or formation (or equivalent), as applicable, of such Credit Party and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of incorporation, organization or formation (or equivalent), as applicable, (B) the bylaws or other governing document of such Credit Party as in effect on the Closing Date and (C) resolutions duly adopted by the board of directors (or other governing body) of such Credit Party authorizing and approving the transactions contemplated hereunder and the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party ( provided that any authorization for or on behalf of the Acquired Company and its Subsidiaries will be delivered on the Closing Date but it is not a condition to closing).

(iii) Certificates of Good Standing . Certificates as of a recent date of the good standing of each Credit Party under the laws of its jurisdiction of incorporation, organization or formation (or equivalent), as applicable.

(iv) Opinions of Counsel . Customary opinions of counsel to the Credit Parties (including, without limitation, opinions of special counsel and local counsel to the Credit Parties as may be reasonably requested by the Administrative Agent) addressed to the Administrative Agent and the Lenders with respect to the Credit Parties, the Loan Documents and such other customary matters as the Administrative Agent shall reasonably request (which such opinions shall expressly permit reliance by permitted successors and assigns of the Administrative Agent and the Lenders).

(i) Filings and Recordings . The Administrative Agent shall have received all filings and recordations in the applicable Uniform Commercial Code filing offices and in the United States Copyright Office and United States Patent and Trademark Office that are necessary to perfect the security interests of the Administrative Agent, on behalf of the Secured Parties, in the applicable Collateral and the Administrative Agent shall have received evidence reasonably satisfactory to the Administrative Agent that upon such filings and recordations such security interests constitute valid and perfected first priority Liens thereon (subject to Permitted Liens).

(ii) Pledged Collateral . The Administrative Agent shall have received (A) original stock certificates or other certificates evidencing the certificated Equity Interests pledged pursuant to the Security Documents, together with an undated stock power for each such certificate duly executed in blank by the registered owner thereof and (B) each original promissory note pledged pursuant to the Security Documents together with an undated allonge for each such promissory note duly executed in blank by the holder thereof.

(iii) Lien Search . The Administrative Agent shall have received the results of a Lien search (including a search as to judgments, bankruptcy, tax and intellectual property matters), in form and substance reasonably satisfactory thereto, made against the Credit Parties under the Uniform Commercial Code (or applicable judicial docket) as in effect in each jurisdiction in which filings or recordations under the Uniform Commercial Code should be made to evidence or

perfect security interests in all assets of such Credit Party, indicating among other things that the assets of each such Credit Party are free and clear of any Lien (except for Permitted Liens).

(iv) Property and Liability Insurance . The Administrative Agent shall have received, in each case in form and substance reasonably satisfactory to the Administrative Agent, evidence of property, business interruption and liability insurance covering each Credit Party (with appropriate endorsements naming the Administrative Agent as lender’s loss payee on all policies for property hazard insurance and as additional insured on all policies for liability insurance), and if requested by the Administrative Agent, copies of such insurance policies.

(v) Other Collateral Documentation . The Administrative Agent shall have received any documents reasonably requested thereby or as required by the terms of the Security Documents to evidence its security interest in the Collateral (including, without limitation, deposit account control agreements and securities account control agreements and, to the extent capable of being obtained using commercially reasonable efforts, any landlord waivers or collateral access agreements, bailee or warehousemen letters with respect to material locations, filings evidencing a security interest in any intellectual property included in the Collateral, or filings with any applicable Governmental Authority).

(vi) Perfection Certificate . The Administrative Agent shall have received a Perfection Certificate with respect to the Credit Parties dated the Closing Date and duly executed by a Responsible Officer of each Credit Party.

(d) Acquisition Agreement . Substantially concurrently with the initial funding of the Credit Facility hereunder, the Acquisition shall have been consummated in accordance with applicable law in all material respects and on the terms described in the Acquisition Agreement without giving effect to any waiver, modification or consent thereunder that is materially adverse to the interests of the Lenders (as reasonably determined by the Arrangers) (it being understood that, without limitation, (i) any increase or decrease of more than 10% of the aggregate consideration, (ii) any change in the third party beneficiary rights applicable to the Arrangers and the Lenders, the governing law and choice of forum, the limitation on liability of the Lenders and the Arrangers to the Seller, the waiver of jury trial and the financing cooperation covenant or (iii) any waiver, modification or consent under clause (1) of the proviso in Section 4.4(d) of the Acquisition Agreement (and any provision of the Acquisition Agreement to the extent such modification, waiver or consent under such provision would modify the substance of such clause) shall be deemed to be materially adverse to the interests of the Lenders), unless approved by the Arrangers.

(e) Governmental Approvals . All required governmental consents set forth on Schedule 5.2(c) of the Acquisition Agreement shall have been obtained and shall be in full force and effect.

(f) Financial Matters .

(i) Borrower Financial Statements . The Administrative Agent shall have received (A) the audited Consolidated balance sheet of the Borrower and its Subsidiaries as of each of December 31, 2013, December 31, 2012 and December 31, 2011 and the related audited Consolidated statements of income, shareholder’s equity and cash flows for each Fiscal Year then ended and (B) unaudited Consolidated balance sheet of the Borrower and its Subsidiaries as of March 31, 2014 and related unaudited Consolidated interim statements of income and cash flows.

(ii) Acquired Company Financial Statements . The Administrative Agent shall have received (A) the audited Consolidated balance sheet of the Acquired Company and its

Subsidiaries as of each of December 31, 2013, December 31, 2012 and December 31, 2011 and the related audited Consolidated statements of income, shareholder’s equity and cash flows for each Fiscal Year then ended and (B) unaudited Consolidated balance sheet of the Acquired Company and its Subsidiaries as of March 31, 2014 and related unaudited Consolidated interim statements of income and cash flows.

(iii) Pro Forma Financial Statements . The Administrative Agent shall have received pro forma Consolidated financial statements for the Borrower and its Subsidiaries for the Fiscal Year most recently ended prior to the Closing Date for which financial statements are available and for the fiscal quarter most recently ended prior to the Closing Date for which financial statements are available calculated on a pro forma basis after giving effect to the Transactions, which shall not be inconsistent with any financial information or projections previously delivered to the Administrative Agent.

(iv) Financial Projections . The Administrative Agent shall have received projections prepared by management of the Borrower, of balance sheets, income statements and cash flow statements on a quarterly basis for the first year following the Closing Date and on an annual basis for each year thereafter during the term of the Credit Facility, which shall not be inconsistent with any financial information or projections previously delivered to the Administrative Agent.

(v) Financial Condition/Solvency Certificate . The Borrower shall have delivered to the Administrative Agent a certificate, in form and substance reasonably satisfactory to the Administrative Agent, and certified as accurate by the chief financial officer of the Borrower, that after giving effect to the Transactions, the Borrower and its Subsidiaries (on a Consolidated basis) are Solvent.

(vi) Payment at Closing . The Borrower shall have paid or made arrangements to pay contemporaneously with closing (A) to the Administrative Agent, the Arrangers and the Lenders the fees set forth or referenced in Section 5.3 and any other accrued and unpaid fees or commissions due hereunder, in each case to the extent due and payable and (B) all reasonable and documented out-of-pocket fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent), to the extent invoices have been presented to the Borrower at least two (2) Business Days prior to the Closing Date.

(g) Miscellaneous .

(i) Notice of Account Designation . The Administrative Agent shall have received a Notice of Account Designation specifying the account or accounts to which the proceeds of any Loans made on or after the Closing Date are to be disbursed.

(ii) Existing Indebtedness . Prior to or substantially simultaneously with, the initial borrowing under the Credit Facility, all outstanding obligations under the Existing EQ Holdings Credit Agreement and the Existing US Ecology Credit Agreement shall have been repaid, all commitments thereunder shall have been terminated and cancelled and all Liens in connection therewith shall have been terminated and released.

(iii) PATRIOT Act, etc . The Borrower and each of the Subsidiary Guarantors shall have provided to the Administrative Agent and the Lenders at least 5 Business Days prior to the Closing Date the documentation and other information requested by the Administrative Agent in order to comply with requirements of the PATRIOT Act, applicable “know your customer” and

anti-money laundering rules and regulations to the extent such request was received at least 7 Business Days prior to the Closing Date.

Notwithstanding anything to the contrary in clauses (a) or (c) above, to the extent any security interest in any Collateral (other than security interests that may be perfected by (x) the filing of a financing statement under the Uniform Commercial Code, (y) the delivery of certificates evidencing the Equity Interests required to be pledged pursuant to the Security Documents and (z) the filing of short-form security agreements with the United States Patent and Trademark Office or the United States Copyright Office, as applicable) is not or cannot be perfected on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, then the perfection of such security interests shall not constitute a condition precedent to the making of the initial Loans or the issuance of the initial Letters of Credit on the Closing Date, but instead shall be required to be delivered after the Closing Date pursuant to arrangements and timing to be mutually agreed by the Administrative Agent and the Borrower acting reasonably (but not to exceed 60 days after the Closing Date, unless extended by the Administrative Agent).

Without limiting the generality of the provisions of the last paragraph of Section 11.3 , for purposes of determining compliance with the conditions specified in this Section 6.1 , the Administrative Agent and each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

SECTION 6.2 Conditions to All Extensions of Credit . The obligations of the Lenders to make or participate in any Extensions of Credit (including the initial Extension of Credit) and/or any Issuing Lender to issue or extend any Letter of Credit are subject to the satisfaction of the following conditions precedent on the relevant borrowing, issuance or extension date:

(a) Continuation of Representations and Warranties .

(i) In the case of the initial Extension of Credit on the Closing Date hereunder, (1) all Specified Representations of the Credit Parties contained in this Agreement and the other Loan Documents shall be true, correct and complete in all material respects (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true, correct and complete in all respects) and (2) each of the representations made by the Acquired Company and/or the Seller or its Subsidiaries or Affiliates or with respect to the Acquired Company, its Subsidiaries or its business in the Acquisition Agreement as are material to the interests of the Lenders shall be true and correct, but only to the extent that the Borrower or its Affiliates have the right to terminate its or their obligations under the Acquisition Agreement or otherwise decline to close the Acquisition as a result of a breach of any such representations and warranties or any such representations and warranties not being accurate (in each case, determined without regard to any notice requirement); and

(ii) in the case of each other Extension of Credit hereunder, the representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects, on and as of such borrowing, issuance or extension date with the same effect as if made on and as of such date (except for any such representation and warranty that by its terms is made only as of an earlier date, which representation and warranty shall remain true

and correct in all material respects as of such earlier date, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects as of such earlier date); provided in the case of an Extension of Credit representing a borrowing of an Incremental Term Loan the proceeds of which will be used to finance a Permitted Acquisition, if the Lenders providing such Incremental Term Loan have agreed to a “funds certain” provision, only the Specified Representations shall be true and correct in all material respects, except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true and correct in all respects on such Increased Amount Date with the same effect as if made on and as of such date (except for any such representation and warranty that by its terms is made only as of an earlier date, which representation and warranty shall remain true and correct in all material respects as of such earlier date (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true and correct as of such earlier date in all respects)).

(b) No Existing Default . Except for the initial Extension of Credit on the Closing Date, either (i) no Default or Event of Default shall have occurred and be continuing (A) on the borrowing date with respect to such Loan or after giving effect to the Loans to be made on such date or (B) on the issuance or extension date with respect to such Letter of Credit or after giving effect to the issuance or extension of such Letter of Credit on such date or (ii) with respect to any Extension of Credit consisting of a borrowing of Incremental Term Loans, if the Lenders providing an Incremental Term Loan to finance a Permitted Acquisition have agreed to a “funds certain” provision, no Event of Default under Section 10.1(a) , (b) , (h) or (i) exists at the time such Permitted Acquisition is consummated.

(c) Notices . The Administrative Agent shall have received a Notice of Borrowing or Letter of Credit Application from the Borrower in accordance with Section 2.3(a) , Section 3.2 or Section 4.2 , as applicable.

(d) New Swingline Loans/Letters of Credit . So long as any Lender is a Defaulting Lender, (i) the Swingline Lender shall not be required to fund any Swingline Loans unless it is satisfied that it will have no Fronting Exposure after giving effect to such Swingline Loan and (ii) the Issuing Lender shall not be required to issue, extend, renew or increase any Letter of Credit unless it is satisfied that it will have no Fronting Exposure after giving effect thereto.

ARTICLE VII

REPRESENTATIONS AND WARRANTIES OF THE CREDIT PARTIES

To induce the Administrative Agent and Lenders to enter into this Agreement and to induce the Lenders to make Extensions of Credit, the Credit Parties hereby represent and warrant to the Administrative Agent and the Lenders, which representations and warranties shall be deemed made on the Closing Date and as otherwise set forth in Section 6.2 , that:

SECTION 7.1 Organization; Power; Qualification . Each Credit Party and each Subsidiary (other than any Immaterial Subsidiary) thereof (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation and (b) has the power and authority to own its Properties and to carry on its business as now being and hereafter proposed to be conducted. Each Credit Party and each Subsidiary thereof is duly qualified and authorized to do business in each jurisdiction in which the character of its Properties or the nature of its business requires such qualification and authorization, except where the failure so to qualify or be so authorized could not reasonably be

expected to result in a Material Adverse Effect. The jurisdictions in which each Credit Party and each Subsidiary thereof are organized and qualified to do business as of the Closing Date are described on Schedule 7.1 .

SECTION 7.2 Ownership . Each Subsidiary of each Credit Party as of the Closing Date is listed on Schedule 7.2 . As of the Closing Date, the capitalization of each Credit Party and its Subsidiaries consists of the number of shares, authorized, issued and outstanding, of such classes and series, with or without par value, described on Schedule 7.2 . As of the Closing Date, all outstanding shares have been duly authorized and validly issued and are fully paid and nonassessable (if applicable) and not subject to any preemptive or similar rights, except as described in Schedule 7.2 . The shareholders or other owners, as applicable, of each Credit Party (other than the Borrower) and the Subsidiaries of the Credit Parties and the number of shares owned by each such shareholder or other owner as of the Closing Date are described on Schedule 7.2 . As of the Closing Date, there are no outstanding stock purchase warrants, subscriptions, options, securities, instruments or other rights of any type or nature whatsoever, which are convertible into, exchangeable for or otherwise provide for or require the issuance of Equity Interests of any Credit Party or any Subsidiary thereof, except as described on Schedule 7.2 .

SECTION 7.3 Authorization; Enforceability . Each Credit Party has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance of this Agreement and each of the other Loan Documents to which it is a party in accordance with their respective terms ( provided that any such representation of the Acquired Company and its Subsidiaries that is made on the Closing Date shall be deemed made concurrently with the delivery of the authorization with respect thereto pursuant to Section 6.1(b)(ii)(C) ). This Agreement and each of the other Loan Documents have been duly executed and delivered by the duly authorized officers of each Credit Party that is a party thereto ( provided that any such representation of the Acquired Company and its Subsidiaries that is made on the Closing Date shall be deemed made concurrently with the delivery thereof pursuant to Section 6.1(b)(ii)(C) ), and each such document constitutes the legal, valid and binding obligation of each Credit Party that is a party thereto, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal Debtor Relief Laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remedies.

SECTION 7.4 Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. . The execution, delivery and performance by each Credit Party of the Loan Documents to which each such Person is a party, in accordance with their respective terms, the Extensions of Credit hereunder and the transactions contemplated hereby or thereby do not and will not, by the passage of time, the giving of notice or otherwise, (a) violate any Applicable Law relating to any Credit Party or any Subsidiary thereof, (b) conflict with, result in a breach of or constitute a default under the articles of incorporation, bylaws or other organizational documents of any Credit Party or any Subsidiary thereof, (c) conflict with, result in a breach of or constitute a default under any indenture, agreement or other instrument to which such Person is a party or by which any of its properties may be bound, (d) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such Person other than Permitted Liens or (e) require any consent or authorization of, filing with, permit or license of, or other act in respect of, an arbitrator or Governmental Authority and no consent of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement other than (i) filings under the UCC, (ii) filings with the United States Copyright Office and/or the United States Patent and Trademark Office, (iii) filings or consents required by federal or state securities laws or antitrust laws (in connection with the disposition of the Collateral) and (iv) such as have been made or obtained and are in full force and effect, except in the case of clauses (a), (c), and (e), where such violation, conflict, breach or default or failure to obtain any consent, authorization, filing or effect any other act could not reasonably be expected to result in a Material Adverse Effect.

SECTION 7.5 Compliance with Law; Governmental Approvals . Each Credit Party and each Subsidiary thereof (a) has all Governmental Approvals required by any Applicable Law for it to conduct its business, each of which is in full force and effect, is final and not subject to review on appeal and is not the subject of any pending or, to its knowledge, threatened attack by direct or collateral proceeding, (b) is in compliance with each Governmental Approval applicable to it and in compliance with all other Applicable Laws relating to it or any of its respective properties and (c) has timely filed all material reports, documents and other materials required to be filed by it under all Applicable Laws with any Governmental Authority and has retained all material records and documents required to be retained by it under Applicable Law, except in the case of each of clauses (a), (b) or (c) where the failure to have, comply or file could not reasonably be expected to have a Material Adverse Effect.

SECTION 7.6 Tax Returns and Payments . Each Credit Party and each Subsidiary thereof has duly filed or caused to be filed all federal and other material tax returns required by Applicable Law to be filed, and has paid, or made adequate provision for the payment of, all material Taxes upon it and its property, income, profits and assets which are due and payable (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided for on the books of the relevant Credit Party). Such returns accurately reflect in all material respects all liability for Taxes of any Credit Party or any Subsidiary thereof for the periods covered thereby. As of the Closing Date, except as set forth on Schedule 7.6 , there is no ongoing audit or examination or, to its knowledge, other investigation by any Governmental Authority of the tax liability of any Credit Party or any Subsidiary thereof. No Governmental Authority has asserted any Lien or other claim against any Credit Party or any Subsidiary thereof with respect to unpaid taxes which has not been discharged or resolved (other than (a) any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided for on the books of the relevant Credit Party and (b) Permitted Liens).

SECTION 7.7 Intellectual Property Matters . Except as could not reasonably be expected to have a Material Adverse Effect, (a) each Credit Party and each Subsidiary thereof owns or possesses rights to use all licenses, copyrights, copyright applications, patents, patent rights or licenses, patent applications, trademarks, trademark rights, service marks, service mark rights, trade names, trade name rights, copyrights and other rights with respect to the foregoing which are necessary to conduct its business and (b) no event has occurred which permits, or after notice or lapse of time or both would permit, the revocation or termination of any such rights, and no Credit Party nor any Subsidiary thereof is liable to any Person for infringement under Applicable Law with respect to any such rights as a result of its business operations.

SECTION 7.8 Environmental Matters .

(a) To each Credit Party’s knowledge, the properties owned, leased or operated by each respective Credit Party and each respective Subsidiary thereof now or in the past do not contain, and to that Credit Party’s knowledge have not previously contained, any Hazardous Materials in amounts or concentrations which constitute or constituted a violation of applicable Environmental Laws, and which could reasonably be expected to result in a Material Adverse Effect;

(b) To each Credit Party’s knowledge, each Credit Party and each Subsidiary thereof and such properties and all operations conducted in connection therewith are in compliance, and at all relevant times have been in compliance, with all applicable Environmental Laws except as could not reasonably be expected to result in a Material Adverse Effect, and there is no contamination at, under or about such properties or arising from such operations which could reasonably be expected to result in a Material Adverse Effect;

(c) No Credit Party nor any Subsidiary thereof has received any written notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters, Hazardous Materials, or compliance with Environmental Laws, that could reasonably be expected to result in any Material Adverse Effect nor does any Credit Party or any Subsidiary thereof have knowledge or reason to believe that any such notice will be received or is being threatened;

(d) To each Credit Party’s knowledge, Hazardous Materials have not been transported or disposed of to or from the properties owned, leased or operated by any Credit Party or any Subsidiary thereof in violation of, or in a manner or to a location which could reasonably be expected to give rise to a Material Adverse Effect nor, to each Credit Party’s knowledge, have any Hazardous Materials been generated, treated, stored or disposed of at, on or under any of such properties in a manner that could reasonably be expected to result in a Material Adverse Effect;

(e) No judicial proceedings or governmental or administrative action is pending, or, to the knowledge of the Borrower, threatened, under any Environmental Law to which any Credit Party or any Subsidiary thereof is or would reasonably be expected to be named as a potentially responsible party, which could reasonably be expected to result in a Material Adverse Effect, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any applicable Environmental Law with respect to any Credit Party, any Subsidiary thereof, with respect to any real property owned, leased or operated by any Credit Party or any Subsidiary thereof or operations conducted in connection therewith, which could reasonably be expected to result in a Material Adverse Effect;

(f) To each Credit Party’s knowledge, there has been no release or threat of release of Hazardous Materials at or from properties owned, leased or operated by any Credit Party or any Subsidiary, now or in the past, in amounts or in a manner that could reasonably be expected to result in a Material Adverse Effect; and

(g) None of the properties or assets owned, leased or operated by any Credit Party or any Subsidiary thereof are subject to any Lien arising under any applicable Environmental Laws other than Permitted Liens;

(h) None of the Credit Parties nor any of their Subsidiaries have assumed any material liability of any Person under applicable Environmental Laws, whether by contract, operation of law or otherwise, that could reasonably be expected to result in a Material Adverse Effect; and

(i) As of the Closing Date, the Credit Parties have provided or made available to the Administrative Agent true and correct copies of any relevant and material environmental reports, audits, or other documents relating to liabilities under or compliance with applicable Environmental Laws that are in the possession, custody or control of the Credit Parties.

SECTION 7.9 Employee Benefit Matters .

(a) As of the Closing Date, no Credit Party nor any ERISA Affiliate maintains or contributes to, or has any obligation under, any Employee Benefit Plans other than those identified on Schedule 7.9(a) ;

(b) Each Credit Party and each Subsidiary is in compliance with all applicable provisions of ERISA, the Code and the regulations and published interpretations thereunder with respect to all Employee Benefit Plans except for any required amendments for which the remedial amendment period as defined in Section 401(b) of the Code has not yet expired and except where a failure to so comply

could not reasonably be expected to have a Material Adverse Effect. Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the IRS to be so qualified, and each trust related to such Employee Benefit Plan has been determined to be exempt under Section 501(a) of the Code except for such Employee Benefit Plans that have not yet received determination letters but for which the remedial amendment period for submitting a determination letter has not yet expired. Except as set forth on Schedule 7.9(b), no liability has been incurred by any Credit Party or any ERISA Affiliate which remains unsatisfied for any taxes or penalties assessed with respect to any Employee Benefit Plan or any Multiemployer Plan except for a liability that could not reasonably be expected to have a Material Adverse Effect;

(c) Except as could not reasonably be expected to have a Material Adverse Effect, as of the Closing Date: (i) no Pension Plan has been terminated, (ii) nor has any Pension Plan become subject to funding-based benefit restrictions under Section 436 of the Code, (iii) nor has any funding waiver from the IRS been received or requested with respect to any Pension Plan, (iv) nor has any Credit Party or any ERISA Affiliate failed to make any contributions or to pay any amounts due and owing to any Pension Plan as required by Sections 412 or 430 of the Code, Section 302 of ERISA or the terms of any Pension Plan on or prior to the due dates of such contributions under Sections 412 or 430 of the Code or Section 302 of ERISA, (v) nor has there been any event requiring any disclosure under Section 4041(c)(3)(C) or 4063(a) of ERISA with respect to any Pension Plan;

(d) Except where the failure of any of the following representations to be correct could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, no Credit Party nor any ERISA Affiliate has: (i) engaged in a nonexempt prohibited transaction described in Section 406 of ERISA or Section 4975 of the Code, (ii) incurred any liability to the PBGC which remains outstanding other than the payment of premiums and there are no premium payments which are due and unpaid, (iii) failed to make a required contribution or payment to a Multiemployer Plan, or (iv) failed to make a required installment or other required payment under Sections 412 or 430 of the Code;

(e) No Termination Event has occurred or is reasonably expected to occur except where such occurrence could not reasonably be expected to have a Material Adverse Effect;

(f) Except where the failure of any of the following representations to be correct could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, no proceeding, claim (other than a benefits claim in the ordinary course of business), lawsuit and/or investigation is existing or, to the knowledge of the Borrower, threatened concerning or involving (i) any employee welfare benefit plan (as defined in Section 3(1) of ERISA) currently maintained or contributed to by any Credit Party or any ERISA Affiliate for the benefit of employees of any Credit Party or any Subsidiary, or (ii) any Pension Plan.

(g) Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, the present value of all accumulated benefit obligations of all underfunded Pension Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the property of all such underfunded Pension Plans. Except as set forth on Schedule 7.9(g), using actuarial assumptions and computation methods consistent with subpart I of subtitle E of Title IV of ERISA, the aggregate liabilities of each Credit Party and each ERISA Affiliate to all Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent Fiscal Year of each such Multiemployer Plan, could not reasonably be expected to have a Material Adverse Effect.

SECTION 7.10 Margin Stock . No Credit Party nor any Subsidiary thereof is engaged principally or as one of its activities in the business of extending credit for the purpose of “purchasing” or “carrying” any “margin stock” (as each such term is defined or used, directly or indirectly, in Regulation U of the Board of Governors of the Federal Reserve System). No part of the proceeds of any of the Loans or Letters of Credit will be used for (a) purchasing or carrying margin stock in a manner which violates, or which would be inconsistent with the provisions of Regulation T, U or X of such Board of Governors, or (b) any other purpose which violates, or which would be inconsistent with, the provisions of Regulation T, U or X of such Board of Governors.

SECTION 7.11 Government Regulation . No Credit Party nor any Subsidiary thereof is an “investment company” or a company “controlled” by an “investment company” (as each such term is defined or used in the Investment Company Act of 1940) and no Credit Party nor any Subsidiary thereof is, or after giving effect to any Extension of Credit will be, subject to regulation under the Interstate Commerce Act, or any other Applicable Law which limits its ability to incur or consummate the financing contemplated hereby.

SECTION 7.12 Insurance Matters . The properties of the Borrower and its Subsidiaries are insured with financially sound and reputable insurance companies not Affiliates of the Borrower, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the Borrower or the applicable Subsidiary operates.

SECTION 7.13 Employee Relations . As of the Closing Date, no Credit Party or any Subsidiary thereof is a party to any collective bargaining agreement, nor has any labor union been recognized as the representative of its employees, in each case, except as set forth on Schedule 7.13 and except for any multiemployer construction industry agreements by which any Credit Party or any Subsidiary may be bound. The consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Credit Party or any Subsidiary is bound. As of the Closing Date, the Borrower knows of no pending, threatened or contemplated strikes, lockouts or work stoppage involving its employees or those of its Subsidiaries. As of the Closing Date, the hours worked by and payments made to employees of any Credit Party or any Subsidiary thereof have not been in violation of the Fair Labor Standards Act of 1938, as amended, or any other applicable federal, state, local or foreign law dealing with such matters in any manner which could reasonably be expected to result in a Material Adverse Effect. As of the Closing Date, all payments due from any Credit Party or any Subsidiary thereof, or for which any claim may be made against any Credit Party or any Subsidiary thereof, on account of wages and employee health and welfare insurance and other employee benefits, have been paid or accrued as a liability on the books of such Credit Party or Subsidiary, except where the failure to do so would not reasonably be expected to result in a Material Adverse Effect.

SECTION 7.14 Burdensome Provisions . No Subsidiary is party to any agreement or instrument or otherwise subject to any restriction or encumbrance that restricts or limits its ability to make dividend payments or other distributions in respect of its Equity Interests to the Borrower or any Subsidiary or to transfer any of its assets or properties to the Borrower or any other Subsidiary in each case other than existing under or by reason of the Loan Documents or Applicable Law or as otherwise permitted under Section 9.10 .

SECTION 7.15 Financial Statements . The audited and unaudited financial statements delivered pursuant to Sections 6.1(f)(i) and (f)(ii) and Sections 8.01(a) and (b) , are complete and correct in all material respects and fairly present in all material respects on a Consolidated basis the assets, liabilities and financial position of (a) in the case of Section 6.1(f)(i) , the Borrower and its Subsidiaries

(other than the Acquired Company and its Subsidiaries), (b) in the case of Section 6.1(f)(ii) , the Acquired Company and its Subsidiaries and (c) in the case of Sections 8.01(a) and (b) , the Borrower and its Subsidiaries, in each case as at such dates, and the results of the operations and changes of financial position for the periods then ended (other than customary year-end adjustments for unaudited financial statements and the absence of footnotes from unaudited financial statements). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP. Such financial statements show all material indebtedness and other material liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including material liabilities for taxes, material commitments, and Indebtedness, in each case, to the extent required to be disclosed under GAAP. The pro forma financial statements delivered pursuant to Section 6.1(f)(iii) and the projections delivered pursuant to Sections 6.1(f)(iv) and 8.1(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions are believed to be reasonable as of the time prepared in light of then existing conditions (it being recognized by the Lenders that projections are not to be viewed as facts and that the actual results during the period or periods covered by such projections may vary from such projections and that such variation may be material).

SECTION 7.16 No Material Adverse Change . Since December 31, 2013, there has been no material adverse change in the properties, business, operations, or condition (financial or otherwise) of the Borrower and its Subsidiaries, taken as a whole, and no event has occurred or condition arisen, either individually or in the aggregate, that could reasonably be expected to have a Material Adverse Effect.

SECTION 7.17 Solvency . The Credit Parties, on a Consolidated basis, are Solvent.

SECTION 7.18 Title to Properties . As of the Closing Date, the real property listed on Schedule 7.18 constitutes all of the real property that is owned, leased or subleased by any Credit Party or any of its Subsidiaries. Each Credit Party and each Subsidiary thereof has such title to the real property owned or leased by it as is necessary to the conduct of its business and valid and legal title to all of its material personal property and assets, subject to Permitted Liens and except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except those which have been disposed of by the Credit Parties and their Subsidiaries subsequent to such date which dispositions have been in the ordinary course of business or as otherwise expressly permitted hereunder.

SECTION 7.19 Litigation . Except for matters existing on the Closing Date and set forth on Schedule 7.19 , there are no actions, suits or proceedings pending nor, to its knowledge, threatened against or in any other way relating adversely to or affecting any Credit Party or any Subsidiary thereof or any of their respective properties in any court or before any arbitrator of any kind or before or by any Governmental Authority that could reasonably be expected to have a Material Adverse Effect.

SECTION 7.20 Anti-Terrorism; Anti-Money Laundering; Foreign Corrupt Practices Act . No Credit Party nor any of its Subsidiaries or, to their knowledge, any of their Related Parties (i) is an “enemy” or an “ally of the enemy” within the meaning of Section 2 of the Trading with the Enemy Act of the United States (50 U.S.C. App. §§ 1 et seq.), (ii) is in violation of (A) the Trading with the Enemy Act, (B) any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V) or any enabling legislation or executive order relating thereto or (C) the PATRIOT Act (collectively, the “ Anti-Terrorism Laws ”) or (iii) is a Sanctioned Person. No part of the proceeds of any Extension of Credit hereunder will be unlawfully used directly or indirectly to fund any operations in, finance any investments or activities in or make any payments to, a Sanctioned Person or a Sanctioned Country, or in any other manner that will result in any violation by any Person (including any Lender, the Arrangers, the Administrative Agent, the Issuing Lender or the Swingline Lender) of any Anti-Terrorism Laws. No part of the proceeds of any Loan will be used, directly or indirectly, for any payments to any

governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.

SECTION 7.21 Absence of Defaults . No event has occurred or is continuing (a) which constitutes a Default or an Event of Default, or (b) which constitutes, or which with the passage of time or giving of notice or both would constitute, a default or event of default by any Credit Party or any Subsidiary thereof under (i) any Material Contract or (ii) any judgment, decree or order to which any Credit Party or any Subsidiary thereof is a party or by which any Credit Party or any Subsidiary thereof or any of their respective properties may be bound or which would require any Credit Party or any Subsidiary thereof to make any payment thereunder prior to the scheduled maturity date therefor, in the case of this clause (b), where such default could reasonably be expected to result in a Material Adverse Effect

SECTION 7.22 Senior Indebtedness Status . The Obligations of each Credit Party under this Agreement and each of the other Loan Documents ranks and shall continue to rank at least senior in priority of payment to all Subordinated Indebtedness of each such Person and is designated as “Senior Indebtedness” (or an equivalent term) under all instruments and documents, now or in the future, relating to all Subordinated Indebtedness of each such Person.

SECTION 7.23 Disclosure . No material report, material certificate or other material information furnished in writing (other than projections, other forward looking information and information of a general economic or general industry nature) by or on behalf of any Credit Party or any Subsidiary thereof to the Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder (as modified or supplemented by other information so furnished) concerning the Borrower, its Subsidiaries and the transaction contemplated hereby, taken as a whole, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading as of the date on which such report, certificate or information was furnished ; provided that, with respect to projected financial information, pro forma financial information, estimated financial information and other projected or estimated information, such information was prepared in good faith based upon assumptions believed to be reasonable at the time (it being recognized by the Lenders that projections are not to be viewed as facts and that the actual results during the period or periods covered by such projections may vary from such projections and such variation may be material).

SECTION 7.24 Security Documents .

(a) The Collateral Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal Debtor Relief Laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remedies and (i) when the Pledged Debt and Pledged Equity Interests (each as defined in the Collateral Agreement) is delivered to the Administrative Agent, the Lien created under the Collateral Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Credit Parties in such Pledged Debt and Pledged Equity Interests, in each case prior and superior in right to any other Person, (ii) when financing statements in appropriate form are filed in the offices specified on Schedule 7.24(a) , the Liens created under the Collateral Agreement will constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties

in such Collateral (other than Intellectual Property, as defined in the Collateral Agreement and Deposit Accounts, as defined in the Collateral Agreement), in each case prior and superior in right to any other Person, other than with respect to Liens expressly permitted by Section 9.2 and (iii) when the control agreements are executed and delivered to the Administrative Agent in accordance with Section 4.13 of the Security Agreement, the Lien created under the Collateral Agreement shall constitute a fully perfected first priority Lien on, and security interest, all right, title and interest of the Credit Parties in each deposit account and securities account of the Loan Parties other than Excluded Accounts (as defined in the Security Agreement), in each case prior and superior in right to any other Person, other than with respect to Liens expressly permitted by Sections 9.2(c) and (l) .

(b) Upon the recordation of the Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements in appropriate form filed in the offices specified on Schedule 7.24(a) , the Liens created under the Collateral Agreement shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties in the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing in the United States and its territories and possessions, in each case prior and superior in right to any other Person (it being understood that (i) subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the Credit Parties after the date hereof and (ii) any “intent to use” trademark or service applications are excluded from the Collateral), other than with respect to Liens expressly permitted by Section 9.2 .

ARTICLE VIII

AFFIRMATIVE COVENANTS

Until all of the Obligations have been paid in full, each Credit Party will, and will cause each of its Subsidiaries to:

SECTION 8.1 Financial Statements and Budgets . Deliver to the Administrative Agent (which shall promptly make such information available to the Lenders in accordance with its customary practice):

(a) Annual Financial Statements . As soon as practicable and in any event within ninety (90) days (or, if earlier, on the date of any required public filing thereof) after the end of each Fiscal Year (commencing with the Fiscal Year ended December 31, 2014), an audited Consolidated balance sheet of the Borrower and its Subsidiaries as of the close of such Fiscal Year and audited Consolidated statements of income, retained earnings and cash flows including the notes thereto, all in reasonable detail setting forth in comparative form the corresponding figures as of the end of and for the preceding Fiscal Year and prepared in accordance with GAAP and, if applicable, containing disclosure of the effect on the financial position or results of operations of any change in the application of accounting principles and practices during the year. Such annual financial statements shall be audited by Deloitte LLP or any other independent certified public accounting firm of recognized national standing, and accompanied by a report and opinion thereon by such certified public accountants prepared in accordance with generally accepted auditing standards that is not subject to any “going concern” or similar qualification or exception (other than as a result of the stated maturity of any Obligations within one year) or any qualification as to the scope of such audit or with respect to accounting principles followed by the Borrower or any of its Subsidiaries not in accordance with GAAP.

(b) Quarterly Financial Statements . As soon as practicable and in any event within forty-five (45) days (or, if earlier, on the date of any required public filing thereof) after the end of the first three fiscal quarters of each Fiscal Year (commencing with the fiscal quarter ended June 30, 2014), an unaudited Consolidated balance sheet of the Borrower and its Subsidiaries as of the close of such fiscal quarter and unaudited Consolidated statements of income, retained earnings and cash flows and a report containing management’s discussion and analysis of such financial statements for the fiscal quarter then ended and that portion of the Fiscal Year then ended, including the notes thereto, all in reasonable detail setting forth in comparative form the corresponding figures as of the end of and for the corresponding period in the preceding Fiscal Year and prepared by the Borrower in accordance with GAAP and, if applicable, containing disclosure of the effect on the financial position or results of operations of any change in the application of accounting principles and practices during the period, and certified by the chief financial officer of the Borrower to present fairly in all material respects the financial condition of the Borrower and its Subsidiaries on a Consolidated basis as of their respective dates and the results of operations of the Borrower and its Subsidiaries for the respective periods then ended, subject to normal year-end adjustments and the absence of footnotes.

(c) Annual Business Plan and Budget . As soon as practicable and in any event within thirty (30) days after the end of each Fiscal Year, a business plan and operating and capital budget of the Borrower and its Subsidiaries for the ensuing four (4) fiscal quarters, such plan to be prepared in accordance with GAAP and to include, on a quarterly basis, the following: a quarterly operating and capital budget, a projected income statement, statement of cash flows and balance sheet.

SECTION 8.2 Certificates; Other Reports . Deliver to the Administrative Agent (which shall promptly make such information available to the Lenders in accordance with its customary practice):

(a) at each time financial statements are delivered pursuant to Sections 8.1(a) or (b) , a duly completed Officer’s Compliance Certificate signed by the chief executive officer, chief financial officer, treasurer or controller of the Borrower;

(b) promptly upon receipt thereof, copies of all management reports and any management responses thereto, if any, submitted to any Credit Party, any Subsidiary thereof or any of their respective boards of directors by their respective independent public accountants in connection with their auditing function;

(c) promptly after the furnishing thereof, copies of any notice of default or event of default furnished to or by any holder of Indebtedness of any Credit Party or any Subsidiary thereof in excess of the Threshold Amount pursuant to the terms of any applicable indenture, loan or credit or similar agreement;

(d) promptly after the assertion or occurrence thereof, notice of any action or proceeding against or of any noncompliance by any Credit Party or any Subsidiary thereof with any Environmental Law that could reasonably be expected to have a Material Adverse Effect;

(e) promptly after the same become publicly available, copies of all annual, regular, periodic and special reports and registration and proxy statements which the Borrower may file or be required to file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, and in any case not otherwise required to be delivered to the Administrative Agent pursuant hereto;

(f) promptly, and in any event within five (5) Business Days after receipt thereof by any Credit Party or any Subsidiary thereof, copies of each material notice or other material correspondence

received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any material investigation or possible material investigation or other inquiry by such agency regarding financial or other operational results of any Credit Party or any Subsidiary thereof;

(g) promptly upon the request thereof, such other information and documentation required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations (including, without limitation, the PATRIOT Act), as from time to time reasonably requested by the Administrative Agent or any Lender;

(h) such other information regarding the operations, business affairs and financial condition of any Credit Party or any Subsidiary thereof as the Administrative Agent or any Lender may reasonably request; and

(i) at each time financial statements are delivered pursuant to Sections 8.1(a) , a certificate of a Responsible Officer setting forth the information required pursuant to Sections I.A, I.B., I.D, I.H, and II of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Date or the date of the most recent certificate delivered pursuant to this Section 8.2(i) .

Documents required to be delivered pursuant to Section 8.1(a) or (b) or Section 8.2(e) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed in Section 12.1 ; or (ii) on which such documents are posted on the Borrower’s behalf on the website of the SEC or an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies (which shall be deemed to include any .pdf copy or facsimile copy) of the Officer’s Compliance Certificates required by Section 8.2 to the Administrative Agent. Except for such Officer’s Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders and the Issuing Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “ Borrower Materials ”) by posting the Borrower Materials on Debt Domain, IntraLinks, SyndTrak Online or another similar electronic system (the “ Platform ”) and (b) certain of the Lenders may be “public-side” Lenders ( i.e. , Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “ Public Lender ”). The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, means that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers, the Issuing Lenders and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state securities laws ( provided , however , that to the

extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 12.10 ); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.”

SECTION 8.3 Notice of Litigation and Other Matters . Promptly (but in no event later than ten (10) Business Days after any Responsible Officer of any Credit Party obtains knowledge thereof) notify the Administrative Agent in writing of (which shall promptly make such information available to the Lenders in accordance with its customary practice):

(a) the occurrence of any Default or Event of Default;

(b) the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving any Credit Party or any Subsidiary thereof or any of their respective properties, assets or businesses, that could reasonably be expected to result in a Material Adverse Effect;

(c) any written notice of any violation received by any Credit Party or any Subsidiary thereof from any Governmental Authority including, without limitation, any notice of violation of Environmental Laws, that could reasonably be expected to result in a Material Adverse Effect;

(d) any labor controversy that has resulted in a strike or other work action against any Credit Party or any Subsidiary thereof, that could reasonably be expected to result in a Material Adverse Effect;

(e) any attachment, judgment, Lien, levy or order exceeding the Threshold Amount that may be assessed against or threatened against any Credit Party or any Subsidiary thereof other than Permitted Liens;

(f) any event which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract to which the Borrower or any of its Subsidiaries is a party or by which the Borrower or any Subsidiary thereof or any of their respective properties may be bound which could reasonably be expected to have a Material Adverse Effect;

(g) (i) except as could not reasonably be expected to have a Material Adverse Effect, any unfavorable determination letter from the IRS regarding the qualification of an Employee Benefit Plan under Section 401(a) of the Code (along with a copy thereof), (ii) all notices received by any Credit Party or any ERISA Affiliate (to the extent in the possession of a Credit Party) of the PBGC’s intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (iii) all notices received by any Credit Party or any ERISA Affiliate (to the extent in the possession of a Credit Party) from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA or the reorganization or insolvency of any Multiemployer Plan, (iv) the Borrower obtaining knowledge or reason to know that any Credit Party or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA and (v) the occurrence of a Termination Event or any other event described in Section 10.1(k) hereof;

(h) any event, fact or circumstance that has had or could reasonably be expected to have a Material Adverse Effect; and

(i) any announcement by Moody’s or S&P of any negative change in a Debt Rating.

Each notice pursuant to Section 8.3 (other than Section 8.3(i) ) shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto. Each notice pursuant to Section 8.3(a) shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached.

SECTION 8.4 Preservation of Corporate Existence and Related Matters . Except as permitted by Section 9.4 and 9.5 , (a) preserve and maintain the separate corporate existence of the Borrower and each Subsidiary (other than any Immaterial Subsidiary) and (b) preserve and maintain all rights, franchises, licenses and privileges necessary to the conduct of its business, and qualify and remain qualified as a foreign corporation or other entity and authorized to do business in each jurisdiction where the nature and scope of its activities require it to so qualify under Applicable Law except in the case of this clause (b) where the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

SECTION 8.5 Maintenance of Property and Licenses .

(a) In addition to the requirements of any of the Security Documents, protect and preserve all Properties necessary in and material to its business, including copyrights, patents, trade names, service marks and trademarks; maintain in good working order and condition, ordinary wear and tear, obsolescence and condemnation excepted, all buildings, equipment and other tangible real and personal property; and from time to time make or cause to be made all repairs, renewals and replacements thereof and additions to such Property necessary for the conduct of its business, so that the business carried on in connection therewith may be conducted in a commercially reasonable manner, in each case, except as such action or inaction could not reasonably be expected to result in a Material Adverse Effect.

(b) Maintain, in full force and effect in all material respects, each and every license, permit, certification, qualification, approval or franchise issued by any Governmental Authority (including without limitation, each such license, permit, certification, qualification, approval or franchise required by Environmental Laws) required for each of them to conduct their respective businesses, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

SECTION 8.6 Insurance . Maintain insurance with financially sound and reputable insurance companies ( provided that this Section 8.6 shall not be breached if an insurance company with which the Borrower or any Subsidiary maintains insurance becomes financially troubled and the Borrower or such Subsidiary promptly obtains coverage from a different, financially sound insurer) against at least such risks and in at least such amounts as are customarily maintained by similar businesses and as may be required by Applicable Law (including, without limitation, hazard and business interruption insurance). All such insurance shall, (a) provide that no cancellation or material modification thereof shall be effective until at least 30 days (or 10 days in the case of failure to pay premium) after receipt by the Administrative Agent of written notice thereof, (b) name the Administrative Agent as an additional insured party thereunder and (c) in the case of each casualty insurance policy, name the Administrative Agent as lender’s loss payee, as its interests may appear; provided that in the case of clauses (b) and (c), to the extent the Borrower has been unable to obtain such endorsements on or prior to the Closing Date after the use of commercially reasonable efforts, such endorsements shall instead be required to be delivered after the Closing Date pursuant to arrangements and timing to be mutually agreed by the Administrative Agent and the Borrower acting reasonably (but not to exceed 60 days after the Closing Date, unless extended by the Administrative Agent). On the Closing Date and from time to time thereafter (but no more than once annually) deliver to the Administrative Agent upon its reasonable request information in reasonable detail as to the insurance then in effect, stating the names of the

insurance companies, the amounts and rates of the insurance, the dates of the expiration thereof and the properties and risks covered thereby.

SECTION 8.7 Accounting Methods and Financial Records . Maintain a system of accounting, and keep proper books, records and accounts (which shall be true and complete in all material respects) as may be required or as may be necessary to permit the preparation of financial statements in accordance with GAAP.

SECTION 8.8 Payment of Taxes and Other Obligations . Pay (a) all Taxes that may be levied or assessed upon it or any of its Property, other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided for on the books of the relevant Credit Party and (b) all other Indebtedness, obligations and liabilities in the ordinary course of its business, in each case, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

SECTION 8.9 Compliance with Laws and Approvals . Observe and remain in compliance with all Applicable Laws (including, without limitation, the PATRIOT Act) and maintain in full force and effect all Governmental Approvals, in each case applicable to the conduct of its business except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

SECTION 8.10 Environmental Laws . In addition to and without limiting the generality of Section 8.9 , (a) comply with, and use commercially reasonable efforts to ensure such compliance by all of its tenants and subtenants with, all applicable Environmental Laws and obtain and comply with and maintain, and use commercially reasonable efforts to ensure that all of its tenants and subtenants, if any, obtain and comply with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; (b) conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required of it under Environmental Laws, and promptly comply with all lawful orders and directives of any Governmental Authority with applicable jurisdiction regarding Environmental Laws, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, and (c) defend, indemnify and hold harmless the Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors, from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature known or unknown, contingent or otherwise, arising out of, or in any way relating to the presence of Hazardous Materials at any real property owned, leased or operated by the Borrower or any such Subsidiary (or at any other real property to the extent arising from the current or former activities of the Borrower or its Subsidiaries (or their respective predecessors for which the Borrower or any such Subsidiary have liability)), or the violation of, noncompliance with or liability under any Environmental Laws applicable to the operations of the Borrower or any such Subsidiary, or any orders, requirements or demands of Governmental Authorities with applicable jurisdiction related thereto, including, without limitation, reasonable and documented out-of-pocket attorney’s and consultant’s fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of, or material breach of its obligations under the Loan Documents by, the party seeking indemnification therefor, as determined by a court of competent jurisdiction by final nonappealable judgment .

SECTION 8.11 Compliance with ERISA . In addition to and without limiting the generality of Section 8.9 , (a) except where the failure to so comply could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) comply with applicable provisions of ERISA, the Code and the regulations and published interpretations thereunder with respect to all

Employee Benefit Plans, (ii) not take any action or fail to take action the result of which could reasonably be expected to result in a liability to the PBGC or to a Multiemployer Plan, (iii) not participate in any prohibited transaction that could result in any civil penalty under ERISA or tax under the Code and (iv) operate each Employee Benefit Plan in such a manner that will not incur any tax liability under Section 4980B of the Code or any liability to any qualified beneficiary as defined in Section 4980B of the Code and (b) furnish to the Administrative Agent upon the Administrative Agent’s request such additional information about any Employee Benefit Plan as may be reasonably requested by the Administrative Agent.

SECTION 8.12 Compliance with Terms of Leaseholds . Make all payments and otherwise perform all obligations in respect of all leases of real property to which the Borrower or any of its Subsidiaries is a part, keep such leases in full force and effect and not allow such leases to lapse or be terminated or any rights to renew such leases to be forfeited or cancelled, notify the Administrative Agent of any default by any party with respect to such leases and cooperate with the Administrative Agent in all respects to cure any such default, except in any case, as permitted under the applicable leases or where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

SECTION 8.13 Visits and Inspections . Permit representatives of the Administrative Agent or any Lender ( provided that such Lender coordinates its visitation with the Administrative Agent), from time to time upon prior reasonable notice and at such times during normal business hours, all at the expense of the Borrower, to visit and inspect its properties; inspect, audit and make extracts from its books, records and files, including, but not limited to, management letters prepared by independent accountants; and discuss with its principal officers, and its independent accountants (provided that a representative of the Borrower may participate in any such discussion) , its business, assets, liabilities, financial condition, results of operations and business prospects, in each case, subject to reasonable requests for confidentiality, including as may be imposed by law or contract ; provided that excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent or a designee thereof may exercise such rights and the Administrative Agent shall not exercise such rights more often than one (1) time during any calendar year at the Borrower’s expense; provided further that upon the occurrence and during the continuance of an Event of Default, the Administrative Agent or any Lender may do any of the foregoing at the expense of the Borrower. Upon the request of the Administrative Agent or the Required Lenders, participate in a meeting of the Administrative Agent and Lenders once during each Fiscal Year, which meeting will be held at the Borrower’s corporate offices (or such other location as may be agreed to by the Borrower and the Administrative Agent) at such time as may be agreed by the Borrower and the Administrative Agent.

SECTION 8.14 Additional Subsidiaries .

(a) Additional Domestic Subsidiaries . Promptly (and, in any event, within thirty (30) days after such creation or acquisition, as such time period may be extended by the Administrative Agent in its sole discretion) after the creation or acquisition of any Domestic Subsidiary (other than a Domestic Subsidiary all or substantially all of the assets of which consist of Equity Interests of one or more Foreign Subsidiaries that are “controlled foreign corporations” within the meaning of Section 957 of the Code) cause such Person to (i) become a Subsidiary Guarantor by delivering to the Administrative Agent a duly executed supplement to the Guaranty Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (ii) grant a security interest in all Collateral (subject to the exceptions specified in the Collateral Agreement) owned by such Subsidiary by delivering to the Administrative Agent a duly executed supplement to each applicable Security Document or such other document as the Administrative Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security Document, (iii) deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 6.1 as may be reasonably requested by the

Administrative Agent, (iv) deliver to the Administrative Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Person, (v) deliver to the Administrative Agent such updated Schedules to the Loan Documents as may be reasonably requested by the Administrative Agent with respect to such Person, and (vi) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.

(b) Additional Foreign Subsidiaries . Notify the Administrative Agent promptly after any Person becomes a First Tier Foreign Subsidiary, and promptly thereafter (and, in any event, within thirty (30) days after such creation or acquisition, as such time period may be extended by the Administrative Agent in its sole discretion), cause (i) the applicable Credit Party to deliver to the Administrative Agent Security Documents pledging sixty-five percent (65%) of the total outstanding voting Equity Interests (and one hundred percent (100%) of the non-voting Equity Interests) of any such new First Tier Foreign Subsidiary and a consent thereto executed by such new First Tier Foreign Subsidiary (including, without limitation, if applicable, original certificated Equity Interests (or the equivalent thereof pursuant to the Applicable Laws and practices of any relevant foreign jurisdiction) evidencing the Equity Interests of such new First Tier Foreign Subsidiary, together with an appropriate undated stock or other transfer power for each certificate duly executed in blank by the registered owner thereof), (ii) such Person to deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 6.1 as may be reasonably requested by the Administrative Agent, (iii) such Person to deliver to the Administrative Agent such updated Schedules to the Loan Documents as may be reasonably requested by the Administrative Agent with regard to such Person and (iv) such Person to deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.

(c) Merger Subsidiaries . Notwithstanding the foregoing, to the extent any new Subsidiary is created solely for the purpose of consummating a merger transaction pursuant to a Permitted Acquisition, and such new Subsidiary at no time holds any assets or liabilities other than any merger consideration contributed to it contemporaneously with the closing of such merger transaction, such new Subsidiary shall not be required to take the actions set forth in Section 8.14(a) or (b) , as applicable, until the consummation of such Permitted Acquisition (at which time, the surviving entity of the respective merger transaction shall be required to so comply with Section 8.14(a) or (b) , as applicable, within thirty (30) days of the consummation of such Permitted Acquisition, as such time period may be extended by the Administrative Agent in its sole discretion).

(d) Exclusions . The provisions of this Section 8.14 shall not apply to assets as to which the Administrative Agent and the Borrower shall reasonably determine that the costs and burdens of obtaining a security interest therein or perfection thereof outweigh the value of the security afforded thereby.

SECTION 8.15 Hedge Agreement . Not later than one hundred twenty (120) days after the Closing Date (or such longer period as the Administrative Agent may reasonably agree), enter into and maintain for a period of not less than three (3) years, Hedge Agreements with one or more Lenders or other Persons reasonably acceptable to the Arrangers, in an amount sufficient to cause at least 50% percent of the aggregate principal amount of outstanding Initial Term Loans to be fixed rate Indebtedness.

SECTION 8.16 Use of Proceeds .

(a) The Borrower shall use the proceeds of the Revolving Extensions of Credit (i) for ongoing working capital and for other general corporate purposes of the Borrower and its Subsidiaries (including Capital Expenditures), and (ii) to pay fees, commissions and expenses in connection with the Transactions.

(b) The Borrower shall use the proceeds of the Initial Term Loans (i) to finance the consummation of the Acquisition, (ii) to repay the Indebtedness outstanding under the Existing US Ecology Credit Agreement and the Existing EQ Holdings Credit Agreement and (iii) to pay costs, expenses and fees in connection with the Transactions.

(c) The Borrower shall use the proceeds of any Incremental Term Loan and any Incremental Revolving Credit Increase as permitted pursuant to Section 5.13 , as applicable.

SECTION 8.17 Maintenance of Debt Ratings . Use commercially reasonable efforts to maintain Debt Ratings from both Moody’s and S&P.

SECTION 8.18 Further Assurances .

(a) Execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements and other documents), which may be required under any Applicable Law, or which the Administrative Agent or the Required Lenders may reasonably request, to effectuate the transactions contemplated by the Loan Documents or to grant, preserve, protect or perfect the Liens created or intended to be created by the Security Documents or the validity or priority of any such Lien, all at the expense of the Credit Parties. The Borrower also agrees to provide to the Administrative Agent, from time to time upon the reasonable request by the Administrative Agent, evidence reasonably satisfactory to the Administrative Agent as to the perfection and priority of the Liens created or intended to be created by the Security Documents.

(b) If requested by the Administrative Agent or any Lender (through the Administrative Agent), promptly furnish to the Administrative Agent and each Lender a statement in conformity with the requirements of FR Form G-3 or FR Form U-1, as applicable.

SECTION 8.19 Post-Closing Matters . Execute and deliver the documents and complete the tasks set forth on Schedule 8.19 , in each case within the time limits specified on such schedule.

ARTICLE IX

NEGATIVE COVENANTS

Until all of the Obligations have been paid in full, the Credit Parties will not, and will not permit any of their respective Subsidiaries to.

SECTION 9.1 Indebtedness . Create, incur, assume or suffer to exist any Indebtedness except:

(a) the Obligations;

(b) Indebtedness and obligations owing under Hedge Agreements entered into in order to manage existing or anticipated interest rate, exchange rate or commodity price risks and not for speculative purposes;

(c) Indebtedness existing on the Closing Date and listed on Schedule 9.1 , and any refinancings, refundings, renewals or extensions thereof; provided that (i) the principal amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to unpaid accrued interest and premium or other reasonable amounts paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder, (ii) the final maturity date and weighted average life of such refinancing, refunding, renewal or extension shall not be prior to or shorter than that applicable to the Indebtedness prior to such refinancing, refunding, renewal or extension and (iii) any refinancing, refunding, renewal or extension of any Subordinated Indebtedness shall be (A) on subordination terms at least as favorable to the Lenders as the Subordinated Indebtedness being refinanced, refunded, renewed or extended, and (B) no more restrictive on the Borrower and its Subsidiaries than the Subordinated Indebtedness being refinanced, refunded, renewed or extended;

(d) Indebtedness incurred in connection with Capital Leases and purchase money Indebtedness in an aggregate amount not to exceed $15,000,000 at any time outstanding;

(e) Indebtedness of a Person existing at the time such Person became a Subsidiary or assets were acquired from such Person in connection with an Investment permitted pursuant to Section 9.3 , to the extent that (i) such Indebtedness was not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary or the acquisition of such assets, (ii) neither the Borrower nor any Subsidiary thereof (other than such Person or any other Person that such Person merges with or that acquires the assets of such Person) shall have any liability or other obligation with respect to such Indebtedness and (iii) the aggregate outstanding principal amount of such Indebtedness does not exceed $25,000,000 at any time outstanding;

(f) Guaranty Obligations with respect to Indebtedness permitted pursuant to this Section;

(g) unsecured intercompany Indebtedness:

(i) owed by any Credit Party to another Credit Party;

(ii) owed by any Credit Party to any Non-Guarantor Subsidiary ( provided that such Indebtedness shall be subordinated to the Obligations in a manner reasonably satisfactory to the Administrative Agent);

(iii) owed by any Non-Guarantor Subsidiary to any other Non-Guarantor Subsidiary; and

(iv) owed by any Non-Guarantor Subsidiary to any Credit Party to the extent permitted pursuant to Section 9.3(a)(vi) ;

(h) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or other similar instrument drawn against insufficient funds in the ordinary course of business;

(i) (x) unsecured Indebtedness of the Borrower; provided , that in the case of each incurrence of such unsecured Indebtedness, (i) no Default or Event of Default shall have occurred and be continuing or would be caused by the incurrence of such unsecured Indebtedness, (ii) the Administrative Agent shall

have received reasonably satisfactory written evidence that after giving effect to the issuance of any such unsecured Indebtedness the Borrower will have Consolidated Total Leverage Ratio on a Pro Forma Basis no greater than (A) if such incurrence occurs on or prior to the third anniversary of the Closing Date, 4.50 to 1.00, (B) if such incurrence occurs after the third anniversary of the Closing Date and on or prior to the fifth anniversary of the Closing Date, 4.25 to 1.00 and (C) if such incurrence occurs after the fifth anniversary of the Closing Date, 4.00 to 1.00 and (iii) the maturity date of any such unsecured Indebtedness in excess of $25,000,000 is no earlier than the date that is 91 days after the then latest maturity date for the Loans hereunder and (y) any refinancing, renewal or extension of any Indebtedness incurred pursuant to clause (x) of this Section 9.1(i) to the extent the principal amount of such Indebtedness is not increased (except by an amount not to exceed any accrued interest, any premium or other amount paid, and fees and expenses reasonably incurred in connection with such refinancing, renewal or extension), neither the final maturity nor the Weighted Average Life to Maturity of such Indebtedness is decreased, such Indebtedness, if subordinated to the Obligations, remains so subordinated on terms no less favorable to the Lenders, and the original obligors in respect of such Indebtedness remain the only obligors thereon;

(j) Indebtedness under performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business, and reimbursement obligations in respect of any of the foregoing;

(k) Indebtedness of Foreign Subsidiaries in an aggregate principal amount not to exceed $10,000,000 at any time outstanding;

(l) Indebtedness consisting of promissory notes issued to current or former officers, directors, employees and consultants (or their respective family members, estates or trusts or other entities for the benefit of any of the foregoing) of the Borrower or its Subsidiaries to purchase or redeem Equity Interests or options of the Borrower permitted pursuant to Section 9.6(f) ; provided that the aggregate principal amount of all such Indebtedness shall not exceed $2,000,000 at any time outstanding;

(m) Indebtedness of the Borrower or any of its Subsidiaries consisting of obligations to pay insurance premiums or take-or-pay obligations contained in supply arrangements incurred in the ordinary course of business;

(n) Indebtedness arising from agreements of the Borrower or any Subsidiary providing for Indebtedness to sellers, earn-outs, non-competition, indemnification, adjustment of purchase price or similar obligations in each case entered into in connection with any Permitted Acquisition, other Investments or Asset Dispositions permitted hereunder;

(o) Indebtedness in respect of overdraft facilities, automatic clearinghouse arrangements, employee credit card programs, corporate cards and purchasing cards, and other business cash management arrangements in the ordinary course of business, including Indebtedness arising under or in connection with any Cash Management Agreement with a Cash Management Bank;

(p) Indebtedness representing deferred compensation or reimbursable expenses owed to employees of the Borrower or any of the Subsidiaries incurred in the ordinary course of business; and

(q) Indebtedness of any Credit Party or any Subsidiary thereof not otherwise permitted pursuant to this Section in an aggregate principal amount not to exceed $25,000,000 at any time outstanding.

SECTION 9.2 Liens . Create, incur, assume or suffer to exist, any Lien on or with respect to any of its Property, whether now owned or hereafter acquired, except:

(a) Liens created pursuant to the Loan Documents (including, without limitation, Liens in favor of the Swingline Lender and/or the Issuing Lenders, as applicable, on Cash Collateral granted pursuant to the Loan Documents);

(b) Liens in existence on the Closing Date and described on Schedule 9.2 , and the replacement, renewal or extension thereof (including Liens incurred, assumed or suffered to exist in connection with any refinancing, refunding, renewal or extension of Indebtedness pursuant to Section 9.1(c) (solely to the extent that such Liens were in existence on the Closing Date and described on Schedule 9.2 )); provided that the scope of any such Lien shall not be increased, or otherwise expanded, to cover any additional property or type of asset, as applicable, beyond that in existence on the Closing Date, except for products and proceeds of the foregoing;

(c) Liens for taxes, assessments and other governmental charges or levies, or to secure statutory or regulatory obligations (excluding (A) any Lien imposed pursuant to any of the provisions of ERISA and (B) any Lien imposed by any Governmental Authority pursuant to Environmental Laws other than any non-monetary Lien that is only imposed on real property in the ordinary course of business and does not have a material effect on the Company’s ability to conduct its operations on any such affected property) (i) not yet due, taking into account any applicable grace period or (ii) which are being contested in good faith and by appropriate proceedings if adequate reserves are maintained to the extent required by GAAP;

(d) the claims of materialmen, mechanics, carriers, warehousemen, processors or landlords for labor, materials, supplies or rentals incurred in the ordinary course of business, which (i) are not overdue for a period of more than sixty (60) days, or if more than sixty (60) days overdue, no action has been taken to enforce such Liens and such Liens are being contested in good faith and by appropriate proceedings if adequate reserves are maintained to the extent required by GAAP and (ii) do not, individually or in the aggregate, materially impair the use thereof in the operation of the business of the Borrower or any of its Subsidiaries;

(e) deposits or pledges made in the ordinary course of business in connection with, or to secure payment of, obligations under workers’ compensation, unemployment insurance and other types of social security or similar legislation, or to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business, in each case, so long as no foreclosure sale or similar proceeding has been commenced with respect to any portion of the Collateral on account thereof;

(f) encumbrances in the nature of zoning restrictions, easements and rights or restrictions of record on the use of real property, which in the aggregate are not substantial in amount and which do not, in any case, detract from the value of such property or impair the use thereof in the ordinary conduct of business;

(g) Liens arising from the filing of precautionary UCC financing statements relating solely to personal property leased pursuant to Operating Leases entered into in the ordinary course of business of the Borrower and its Subsidiaries;

(h) Liens securing Indebtedness permitted under Section 9.1(d) ; provided that (i) such Liens shall be created within ninety (90) days after (A) the later of the acquisition, lease or delivery or (B) the

repair or improvement, as applicable, of the related Property (or substantially simultaneously with refinancing of such Indebtedness to the extent secured by such Lien), (ii) such Liens do not at any time encumber any property other than the Property financed by such Indebtedness, and (iii) the principal amount of Indebtedness secured by any such Lien shall at no time exceed one hundred percent (100%) of the original price for the purchase, repair, improvement or lease amount (as applicable) of such Property at the time of purchase, repair, improvement or lease (as applicable), plus other reasonable amounts paid and fees and expenses reasonably incurred in connection with such Indebtedness or refinancing thereof;

(i) Liens securing judgments for the payment of money not constituting an Event of Default under Section 10.1(l) or securing appeal or other surety bonds relating to such judgments;

(j) (i) Liens on Property (i) of any Subsidiary which are in existence at the time that such Subsidiary is acquired pursuant to a Permitted Acquisition and (ii) of the Borrower or any of its Subsidiaries existing at the time such tangible property or tangible assets are purchased or otherwise acquired by the Borrower or such Subsidiary thereof pursuant to a transaction permitted pursuant to this Agreement; provided that, with respect to each of the foregoing clauses (i) and (ii), (A) such Liens are not incurred in connection with, or in anticipation of, such Permitted Acquisition, purchase or other acquisition, (B) such Liens do not attach to any other Property of the Borrower or any of its Subsidiaries and (C) the Indebtedness secured by such Liens is permitted under Section 9.1(e) of this Agreement;

(k) Liens on assets of Foreign Subsidiaries; provided that (i) such Liens do not extend to, or encumber, assets that constitute Collateral, and (ii) such Liens extending to the assets of any Foreign Subsidiary secure only Indebtedness incurred by such Foreign Subsidiary pursuant to Section 9.1(c) , (e) , (k) or (m) ;

(l) (i) Liens of a collecting bank arising in the ordinary course of business under Section 4-210 of the Uniform Commercial Code in effect in the relevant jurisdiction and (ii) Liens of any depositary bank in connection with statutory, common law and contractual rights of set-off and recoupment with respect to any deposit account of the Borrower or any Subsidiary thereof;

(m) (i) contractual or statutory Liens of landlords to the extent relating to the property and assets relating to any lease agreements with such landlord, and (ii) contractual Liens of suppliers (including sellers of goods) or customers granted in the ordinary course of business to the extent limited to the property or assets relating to such contract;

(n) any interest or title of a licensor, sublicensor, lessor or sublessor with respect to any assets under any license or lease agreement entered into in the ordinary course of business which do not (i) interfere in any material respect with the business of the Borrower or its Subsidiaries or materially detract from the value of the relevant assets of the Borrower or its Subsidiaries or (ii) secure any Indebtedness;

(o) deposits made in the ordinary course of business or Liens on the proceeds of insurance policies and unearned or refunded premiums, in each case, securing Indebtedness owed to an insurance company under Section 9.1(m) ;

(p) Liens solely on any cash earnest money deposits made by the Borrower or any of its Subsidiaries in connection with any letter of intent or purchase agreement in connection with an Investment permitted hereunder;

(q) leases or subleases granted to others that do not materially interfere with the ordinary course of the business of the Borrower and its Subsidiaries, taken as a whole; and

(r) Liens not otherwise permitted hereunder on assets securing Indebtedness or other obligations in the aggregate principal amount not to exceed $20,000,000 at any time outstanding;

provided , that no Credit Party shall grant any Liens on any of its owned real properties to secure Indebtedness.

SECTION 9.3 Investments . Purchase, own, invest in or otherwise acquire (in one transaction or a series of transactions), directly or indirectly, any Equity Interests, interests in any partnership or joint venture (including, without limitation, the creation or capitalization of any Subsidiary), evidence of Indebtedness or other obligation or security, substantially all or a portion of the business or assets of any other Person or any other investment or interest whatsoever in any other Person, or make or permit to exist, directly or indirectly, any loans, advances or extensions of credit (including Guarantees) to, or any investment in cash or by delivery of Property in, any Person (all the foregoing, “ Investments ”) except:

(a) (i) Investments existing on the Closing Date in Subsidiaries existing on the Closing Date;

(ii) Investments existing on the Closing Date (other than Investments in Subsidiaries existing on the Closing Date) and described on Schedule 9.3 ;

(iii) Investments made after the Closing Date by any Credit Party in any other Credit Party or in any Person that becomes a Subsidiary Guarantor in the manner contemplated by Section 8.14 ;

(iv) Investments made after the Closing Date by any Non-Guarantor Subsidiary in any other Non-Guarantor Subsidiary (or in any Person that upon the making of such Investment becomes a Non-Guarantor Subsidiary); and

(v) Investments made after the Closing Date by any Non-Guarantor Subsidiary in any Credit Party or in any Person that becomes a Subsidiary Guarantor in the manner contemplated by Section 8.14 ; and

(vi) Investments made after the Closing Date by any Credit Party in any Non-Guarantor Subsidiary in an aggregate amount for all such Investments not to exceed at the time any such Investment is made, an amount equal to, at any time outstanding, (A) $100,000,000 less (B) the amount of Investments made pursuant to Section 9.3(g)(ii) that are outstanding at the time such Investment is made less (C) the amount of Guaranty Obligations incurred by Loan Parties in respect of the Indebtedness and obligations of Non-Loan Party Subsidiaries pursuant to Section 9.3(j)(ii) ( provided that any Investments in the form of loans or advances made by any Credit Party to any Non-Guarantor Subsidiary pursuant to this clause (vi) shall be evidenced by a demand note in form and substance reasonably satisfactory to the Administrative Agent and shall be pledged and delivered to the Administrative Agent pursuant to the Security Documents);

(b) Investments in cash and Cash Equivalents;

(c) Investments by the Borrower or any of its Subsidiaries consisting of Capital Expenditures not prohibited by this Agreement;

(d) deposits made in the ordinary course of business to secure the performance of leases or other obligations as permitted by Section 9.2 ;

(e) Hedge Agreements permitted pursuant to Section 9.1 ;

(f) purchases of assets in the ordinary course of business;

(g) Investments by the Borrower or any Subsidiary thereof in the form of:

(i) Permitted Acquisitions to the extent that any Person or Property acquired in such acquisition becomes a part of the Borrower or a Subsidiary Guarantor or becomes (whether or not such Person is a Wholly-Owned Subsidiary) a Subsidiary Guarantor in the manner contemplated by Section 8.14 ;

(ii) Permitted Acquisitions to the extent that any Person or Property acquired in such acquisition does not become a Subsidiary Guarantor or a part of a Subsidiary Guarantor in an aggregate amount for all such Investments not to exceed at the time any such Investment is made, an amount equal to, at any time outstanding, (A) $100,000,000 less (B) the amount of Investments made pursuant to Section 9.3(a)(vi) that are outstanding at the time such Permitted Acquisition is made less (C) the amount of Guaranty Obligations incurred by Loan Parties in respect of the Indebtedness and obligations of Non-Loan Party Subsidiaries pursuant to Section 9.3(j)(ii) ; and

(iii) Permitted Acquisitions by a Non-Guarantor Subsidiary to the extent that any Person or Property acquired in such Permitted Acquisition does not become a Subsidiary Guarantor or a part of a Subsidiary Guarantor;

(h) Investments in the form of loans and advances to current or former officers, directors, employees and consultants (x) for the purpose of purchasing Equity Interests in the Borrower or its Subsidiaries in an aggregate amount not to exceed at any time outstanding $5,000,000 and (y) for travel, entertainment, relocation and other matters in the ordinary course of business;

(i) Investments in the form of Restricted Payments permitted pursuant to Section 9.6 ;

(j) (i) Guaranty Obligations permitted pursuant to Section 9.1 in respect of (A) Indebtedness of Loan Parties and (B) other obligations of Loan Parties not prohibited by this Agreement (ii) Guaranty Obligations permitted pursuant to Section 9.1 in respect of (A) Indebtedness of Non-Guarantor Subsidiaries and (B) other obligations of Non-Guarantor Subsidiaries not prohibited by this Agreement; provided that Guaranty Obligations incurred after the Closing Date by any Credit Party in respect of an obligation of any Non-Guarantor Subsidiary pursuant to this Section 9.3(j)(ii) shall not exceed in the aggregate Guaranty Obligations at the time any such Guaranty Obligation is incurred, an amount equal to, at any time outstanding, (A) $100,000,000 less (B) the amount of Investments made pursuant to Sections 9.3(a)(vi) and 9.3(g)(ii) that are outstanding at the time such Guaranty Obligation is incurred;

(k) Investments in an aggregate amount not to exceed the Available Amount so long as (i) no Default of Event of Default shall have occurred and be then continuing and (ii) immediately after giving effect to the Investment the Borrower is in compliance on a Pro Forma Basis (as of the date of the Investment and after giving effect thereto and any Indebtedness incurred in connection therewith) with the covenant contained in Section 9.13 (whether or not applicable at such time);

(l) promissory notes and other non-cash consideration received in connection with Dispositions permitted by Section 9.5 ;

(m) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary to prevent or limit loss;

(n) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business and upon foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment;

(o) Investments to the extent that payment for such Investments is made solely by the issuance of Equity Interests of the Borrower to the seller of such Investments; and

(p) Investments not otherwise permitted pursuant to this Section in an aggregate amount not to exceed $25,000,000 at any time outstanding.

For purposes of determining the amount of any Investment outstanding for purposes of this Section 9.3 , such amount shall be deemed to be the amount of such Investment when made, purchased or acquired (without adjustment for subsequent increases or decreases in the value of such Investment) less any amount realized in respect of such Investment upon the sale, collection or return of capital (not to exceed the original amount invested).

SECTION 9.4 Fundamental Changes . Merge, consolidate or enter into any similar combination with, or enter into any Asset Disposition of all or substantially all of its assets (whether in a single transaction or a series of transactions) with, any other Person or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) except:

(a) (i) any Wholly-Owned Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into the Borrower ( provided that the Borrower shall be the continuing or surviving entity) or (ii) any Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into any Subsidiary Guarantor ( provided that the Subsidiary Guarantor shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 8.14 in connection therewith);

(b) any Non-Guarantor Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary;

(c) any Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to the Borrower or any Subsidiary Guarantor; provided that, with respect to any such disposition by any Non-Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair value of such assets;

(d) any Non-Guarantor Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary;

(e) any Wholly-Owned Subsidiary of the Borrower may merge with or into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with any acquisition permitted hereunder (including, without limitation, any Permitted Acquisition permitted pursuant to Section 9.3(g) ); provided that in the case of any merger involving a Wholly-Owned Subsidiary that is a Domestic Subsidiary, (i) a Subsidiary Guarantor shall be the continuing or surviving entity or (ii) simultaneously with such

100

transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 8.14 in connection therewith;

(f) any Person may merge into the Borrower or any of its Wholly-Owned Subsidiaries in connection with any acquisition permitted hereunder (including, without limitation, any Permitted Acquisition permitted pursuant to Section 9.3(g) ); provided that (i) in the case of a merger involving the Borrower or a Subsidiary Guarantor, the continuing or surviving Person shall be the Borrower or such Subsidiary Guarantor and (ii) the continuing or surviving Person shall be the Borrower or a Wholly-Owned Subsidiary of the Borrower;

(g) any inactive Subsidiary or Immaterial Subsidiary may dissolve, liquidate or wind-up at any time so long as any assets of such Subsidiary are transferred to Borrower or a Subsidiary and if such inactive Subsidiary or Immaterial Subsidiary was a Credit Party, such assets are transferred to a Credit Party; and

(h) Asset Dispositions permitted by Section 9.5(g) .

SECTION 9.5 Asset Dispositions . Make any Asset Disposition except:

(a) the sale of obsolete, worn-out or surplus assets no longer used or usable in the business of the Borrower or any of its Subsidiaries;

(b) non-exclusive licenses and sublicenses of intellectual property rights in the ordinary course of business not interfering, individually or in the aggregate, in any material respect with the conduct of the business of the Borrower and its Subsidiaries;

(c) leases, subleases, licenses or sublicenses of real or personal property granted by the Borrower or any of its Subsidiaries to others in the ordinary course of business not detracting from the value of such real or personal property or interfering in any material respect with the business of the Borrower or any of its Subsidiaries;

(d) Asset Dispositions in connection with Insurance and Condemnation Events; provided that the requirements of Section 4.4(b) are complied with in connection therewith;

(e) Asset Dispositions in connection with transactions permitted by Section 9.4 ;

(f) Asset Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; and

(g) Asset Dispositions not otherwise permitted pursuant to this Section; provided that (i) at the time of such Asset Disposition, no Default or Event of Default shall exist or would result from such Asset Disposition, (ii) such Asset Disposition is made for fair market value and the consideration received shall be no less than 75% in cash, (iii) the aggregate fair market value of all property disposed of in reliance on this clause (f) shall not exceed (x) $50,000,000 in any Fiscal Year; provided however , that any unused portion in any given Fiscal Year may be carried over to subsequent Fiscal Years without limit and (y) $100,000,000 during the term of this Agreement and (iv) the requirements of Section 4.4(b) are complied with.

101

SECTION 9.6 Restricted Payments . Declare or pay any dividend on, or make any payment or other distribution on account of, or purchase, redeem, retire or otherwise acquire (directly or indirectly), or set apart assets for a sinking or other analogous fund for the purchase, redemption, retirement or other acquisition of, any class of Equity Interests of any Credit Party or any Subsidiary thereof, or make any distribution of cash, property or assets to the holders of shares of any Equity Interests of any Credit Party or any Subsidiary thereof (all of the foregoing, the “ Restricted Payments ”) provided that:

(a) the Borrower or any of its Subsidiaries may declare and pay dividends in shares of its own Qualified Equity Interests;

(b) any Subsidiary of the Borrower may declare and make Restricted Payments in respect of its outstanding Equity Interests to the Borrower or any Subsidiary Guarantor (and, if applicable, to other holders of its outstanding Qualified Equity Interests on a pro rata basis);

(c) (i) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may make Restricted Payments to any other Non-Guarantor Subsidiary that is a Domestic Subsidiary (and, if applicable, to other holders of its outstanding Equity Interests on a ratable basis) and (ii) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may make Restricted Payments to any other Non-Guarantor Subsidiary (and, if applicable, to other holders of its outstanding Equity Interests on a ratable basis); and

(d) the Borrower may make Restricted Payments in an aggregate amount not to exceed the Available Amount so long as (i) no Default of Event of Default shall have occurred and be then continuing and (ii) immediately after giving effect to the Restricted Payment the Borrower is in compliance on a Pro Forma Basis (as of the date of the Restricted Payment and after giving effect thereto and any Indebtedness incurred in connection therewith) with the covenant contained in Section 9.13 (whether or not applicable at such time);

(e) the Borrower may make any Restricted Payment within forty-five (45) days after the declaration or giving of the redemption notice, as the case may be, if at the date of declaration or notice, the Restricted Payment would have complied with the provisions of this Section;

(f) the Borrower and its Subsidiaries may make Restricted Payments to (i) repurchase Equity Interests issued to employees, directors and officers of the Borrower or the Subsidiaries (including repurchases of Equity Interests from severed or terminated employees, directors and officers) and (ii) make payments to employees, directors and officers of the Borrower or the Subsidiaries in connection with Equity Interests (and the exercise thereof) pursuant to incentive plans or arrangements, in an aggregate amount under this clause (ii) not to exceed $5,000,000 in any Fiscal Year;

(g) the Borrower may make cash payments in lieu of issuing fractional shares in an aggregate amount not exceeding $5,000,000 during the term of this Agreement upon (i) the exercise of options or warrants or (ii) the conversion or exchange of Equity Interests of the Borrower; and

(h) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, the Borrower may make other Restricted Payments in an amount not to exceed $18,000,000 in each Fiscal Year.

SECTION 9.7 Transactions with Affiliates . Directly or indirectly enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of Property, the rendering of any service or the payment of any management, advisory or similar fees, with (a) any officer, director or other

102

Affiliate of, the Borrower or any of its Subsidiaries, or (b) any Affiliate of any such officer or director, other than:

(i) transactions permitted by Section 9.6 ;

(ii) transactions existing on the Closing Date and described on Schedule 9.7 ;

(iii) transactions between and among Credit Parties and their Subsidiaries;

(iv) other transactions on terms as favorable as would be obtained by it on a comparable arm’s-length transaction with an independent, unrelated third part; provided that in the case of any such transaction or related series of transactions with a value of greater than $25,000,000 the board of directors (or equivalent governing body) of the Borrower shall have determined in good faith that such terms are so favorable;

(v) employment, severance and other compensation or benefit arrangements (including equity incentive plans and employee benefit plans and arrangements) with their respective current and former officers, directors, employees and consultants in the ordinary course of business; and

(vi) payment of customary fees and reasonable out of pocket costs to, and indemnities for the benefit of, directors, officers and employees of the Borrower and its Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and its Subsidiaries.

SECTION 9.8 Accounting Changes; Organizational Documents .

(a) Change its Fiscal Year end, or make (without the consent of the Administrative Agent) any material change in its accounting treatment and reporting practices except as required by GAAP or Applicable Law.

(b) Amend, modify or change its articles of incorporation (or corporate charter or other similar organizational documents) or amend, modify or change its bylaws (or other similar documents) in any manner materially adverse to the rights or interests of the Lenders.

SECTION 9.9 Payments and Modifications of Certain Indebtedness .

(a) Amend, modify, waive or supplement (or permit the modification, amendment, waiver or supplement of) (i) any of the terms or provisions of any Subordinated Indebtedness that would shorten the final maturity or Weighted Average Life to Maturity of such Indebtedness or change the subordination provisions of such Indebtedness, and (ii) the maturity date of any other Specified Indebtedness to a date which would not be permitted if such Specified Indebtedness were incurred on the date of such amendment, modification or waiver.

(b) Cancel, forgive, make any payment or prepayment on, or redeem or acquire for value (including, without limitation, by way of depositing with any trustee with respect thereto money or securities before due for the purpose of paying when due) any Specified Indebtedness, except:

(i) refinancings, refundings, renewals, extensions or exchange of any Specified Indebtedness permitted by Section 9.1(i) , (k) or (q) , and by any subordination provisions applicable thereto;

103

(ii) payments and prepayments of any Specified Indebtedness made solely with the proceeds of Qualified Equity Interests;

(iii) payments and prepayments of any Specified Indebteness in an aggregate amount not to exceed the Available Amount so long as (i) no Default of Event of Default shall have occurred and be then continuing and (ii) immediately after giving effect to the payment or prepayment, the Borrower is in compliance on a Pro Forma Basis (as of such date and after giving effect thereto and any Indebtedness incurred in connection therewith) with the covenant contained in Section 9.13 (whether or not applicable at such time);

(iv) the payment of interest, expenses and indemnities in respect of Specified Indebtedness incurred under Section 9.1(i) , (k) or (q) (other than any such payments prohibited by any subordination provisions applicable thereto);

(v) the payment of principal thereof on the maturity date thereof (other than any such payments prohibited by any subordination provisions applicable thereto); and

(vi) the payment of any Specified Indebtedness permitted hereunder (i) between or among the Credit Parties, (ii) between or among Non-Guarantor Subsidiaries and (iii) so long as no Event of Default has occurred and is continuing, by a Credit Party to a Non-Guarantor Subsidiary.

SECTION 9.10 No Further Negative Pledges; Restrictive Agreements .

(a) Enter into, assume or be subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its properties or assets to secure the Secured Obligations, whether now owned or hereafter acquired, or requiring the grant of any security on any properties or assets of the Credit Parties for any obligation if security on such properties or assets is given for the Obligations, except (i) pursuant to this Agreement and the other Loan Documents, (ii) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 9.1(d) ( provided that any such restriction contained therein relates only to the asset or assets financed thereby) and restrictions imposed on a Foreign Subsidiary in any document or instrument governing Indebtedness of a Foreign Subsidiary incurred pursuant to Section 9.1 , (iii) customary restrictions contained in the organizational documents of any Non-Guarantor Subsidiary as of the Closing Date, (iv) customary restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien ( provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (v) customary restrictions contained in an agreement related to the sale of Property (to the extent such sale is permitted pursuant to Section 9.5 ) that limit the transfer of such Property pending the consummation of such sale, (vi) restrictions imposed by any Governmental Authority or pursuant to any Governmental Approval or Applicable Law, (vii) customary provisions in leases, licenses, permits and other agreements entered into in the ordinary course of business prohibiting the assignment of such leases, licenses, permits and other agreements and the property subject thereto, and (viii) obligations that bind a Person at the time such Person first becomes a Subsidiary of the Borrower, so long as such obligations are not entered into in contemplation of such Person becoming a Subsidiary.

(b) Create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Credit Party or any Subsidiary thereof to (i) pay dividends or make any other distributions to any Credit Party or any Subsidiary on its Equity Interests or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to any Credit Party, (iii) make loans or advances to any Credit Party, (iv) sell, lease or transfer any of its properties or assets to any Credit Party or (v) act as a Credit Party pursuant to

104

the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof ( provided that this clause (v) shall not apply to any Foreign Subsidiary), except in each case for such encumbrances or restrictions existing under or by reason of (A) this Agreement and the other Loan Documents, (B) any Governmental Authority, Governmental Approval or Applicable Law, (C) in the case of clause (i) above (with respect to Foreign Subsidiaries only) and clause (iv) above, any document or instrument governing secured Indebtedness incurred pursuant to Section 9.1(d) ( provided that any such restriction contained therein relates only to the asset or assets financed in connection therewith) or Section 9.1(e) ( provided that any such restriction contained therein relates only to the asset or assets or Subsidiary so acquired) and restrictions and conditions imposed on a Foreign Subsidiary in any document or instrument governing Indebtedness of a Foreign Subsidiary incurred pursuant to Section 9.1 , (D) in the case of clause (iv) above, any Permitted Lien or any document or instrument governing any Permitted Lien ( provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (E) obligations that are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the Borrower, so long as such obligations are not entered into in contemplation of such Person becoming a Subsidiary, (F) in the case of clause (iv) above, customary restrictions contained in an agreement related to the sale of Property (to the extent such sale is permitted pursuant to Section 9.5 ) that limit the transfer of such Property pending the consummation of such sale, (G) in the case of clause (iv) above, customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreements otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto and (H) in the case of clause (iv) above, customary provisions restricting assignment of any agreement entered into in the ordinary course of business.

SECTION 9.11 Nature of Business . Engage in any business other than the business conducted by the Borrower and its Subsidiaries as of the Closing Date and business activities reasonably related or ancillary thereto or that are reasonable extensions thereof.

SECTION 9.12 Sale Leasebacks . Directly or indirectly become or remain liable as lessee or as guarantor or other surety with respect to any lease, whether an Operating Lease or a Capital Lease, of any Property (whether real, personal or mixed), whether now owned or hereafter acquired, (a) which any Credit Party or any Subsidiary thereof has sold or transferred or is to sell or transfer to a Person which is not another Credit Party or Subsidiary of a Credit Party or (b) which any Credit Party or any Subsidiary of a Credit Party intends to use for substantially the same purpose as any other Property that has been sold or is to be sold or transferred by such Credit Party or such Subsidiary to another Person which is not another Credit Party or Subsidiary of a Credit Party in connection with such lease; unless (i) the sale or transfer of such property is permitted by Section 9.5 and (ii) any Liens arising in connection with its use of such property are permitted by Section 9.2 .

SECTION 9.13 Financial Covenant . As of the last day of any fiscal quarter ending during the periods specified below, permit the Consolidated Senior Secured Leverage Ratio to be greater than the corresponding ratio set forth below:

Fiscal Quarters Ending		Maximum Ratio
September 30, 2014 through September 30, 2015		4.00 to 1.00
December 31, 2015 through September 30, 2016		3.75 to 1.00
December 31, 2016 through September 30, 2017		3.50 to 1.00
December 31, 2017 through September 30, 2018		3.25 to 1.00
December 31, 2018 and thereafter		3.00 to 1.00

105

ARTICLE X

DEFAULT AND REMEDIES

SECTION 10.1 Events of Default . Each of the following shall constitute an Event of Default:

(a) Default in Payment of Principal of Loans and Reimbursement Obligations . The Borrower shall default in any payment of principal of any Loan or Reimbursement Obligation when and as due (whether at maturity, by reason of acceleration or otherwise).

(b) Other Payment Default . The Borrower or any other Credit Party shall default in the payment when and as due (whether at maturity, by reason of acceleration or otherwise) of interest on any Loan or Reimbursement Obligation or the payment of any other Obligation (other than an Obligation of the type referred to in Section 10.1(a) ), and such default shall continue for a period of three (3) Business Days.

(c) Misrepresentation . Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of any Credit Party or any Subsidiary thereof in this Agreement, in any other Loan Document, or in any document delivered in connection herewith or therewith that is subject to materiality or Material Adverse Effect qualifications, shall be incorrect or misleading in any respect when made or deemed made or any representation, warranty, certification or statement of fact made or deemed made by or on behalf of any Credit Party or any Subsidiary thereof in this Agreement, any other Loan Document, or in any document delivered in connection herewith or therewith that is not subject to materiality or Material Adverse Effect qualifications, shall be incorrect or misleading in any material respect when made or deemed made.

(d) Default in Performance of Certain Covenants . Any Credit Party shall default in the performance or observance of any covenant or agreement contained in Sections 8.1 , 8.2(a) or (b) , 8.3(a) , 8.4(a) , 8.13 , 8.14 , 8.15 , 8.16 or 8.19 or Article IX ; provided , that a Default under Section 9.13 (a “ Financial Covenant Event of Default ”) shall not constitute an Event of Default with respect to any Term Loan unless and until the Required Revolving Credit Lenders shall have terminated their Revolving Credit Commitments and, if any amounts are outstanding under the Revolving Credit Facility, declared all amounts outstanding under the Revolving Credit Facility to be due and payable.

(e) Default in Performance of Other Covenants and Conditions . Any Credit Party or any Subsidiary thereof shall default in the performance or observance of any term, covenant, condition or agreement contained in this Agreement (other than as specifically provided for in this Section) or any other Loan Document and such default shall continue for a period of thirty (30) days after the earlier of (i) the Administrative Agent’s delivery of written notice thereof to the Borrower and (ii) a Responsible Officer of any Credit Party having obtained knowledge thereof.

(f) Indebtedness Cross-Default . Any Credit Party or any Subsidiary thereof shall (i) default in the payment of any Indebtedness (other than the Loans or any Reimbursement Obligation) the aggregate principal amount (including undrawn committed or available amounts), or with respect to any Hedge Agreement, the Hedge Termination Value, of which is in excess of the Threshold Amount beyond the period of grace if any, provided in the instrument or agreement under which such Indebtedness was created, or (ii) default in the observance or performance of any other agreement or condition relating to any Indebtedness (other than the Loans or any Reimbursement Obligation) the aggregate principal amount (including undrawn committed or available amounts), or with respect to any Hedge Agreement,

106

the Hedge Termination Value, of which is in excess of the Threshold Amount or contained in any instrument or agreement evidencing, securing or relating thereto or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice and/or lapse of time, if required, any such Indebtedness to become due prior to its stated maturity (any applicable grace period having expired); provided , that this clause (ii) shall not apply to secured Indebtedness that becomes due as a result of a voluntary sale or transfer of assets securing such Indebtedness.

(g) Change in Control . Any Change in Control shall occur.

(h) Voluntary Bankruptcy Proceeding . Any Credit Party or any Subsidiary thereof shall (i) commence a voluntary case under any Debtor Relief Laws, (ii) file a petition seeking to take advantage of any Debtor Relief Laws, (iii) consent to or fail to contest in a timely and appropriate manner any petition filed against it in an involuntary case under any Debtor Relief Laws, (iv) apply for or consent to, or fail to contest in a timely and appropriate manner, the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or of a substantial part of its property, domestic or foreign, (v) admit in writing its inability to pay its debts as they become due, (vi) make a general assignment for the benefit of creditors, or (vii) take any corporate action for the purpose of authorizing any of the foregoing.

(i) Involuntary Bankruptcy Proceeding . A case or other proceeding shall be commenced against any Credit Party or any Subsidiary thereof in any court of competent jurisdiction seeking (i) relief under any Debtor Relief Laws, or (ii) the appointment of a trustee, receiver, custodian, liquidator or the like for any Credit Party or any Subsidiary thereof or for all or any substantial part of their respective assets, domestic or foreign, and such case or proceeding shall continue without dismissal or stay for a period of sixty (60) consecutive days, or an order granting the relief requested in such case or proceeding (including, but not limited to, an order for relief under such federal bankruptcy laws) shall be entered.

(j) Failure of Agreements . Any provision of this Agreement or any provision of any other Loan Document shall for any reason cease to be valid and binding on any Credit Party or any Subsidiary thereof party thereto or any such Person shall so state in writing, or any Loan Document shall for any reason cease to create a valid and perfected first priority Lien (subject to Permitted Liens) on, or security interest in, any of the Collateral purported to be covered thereby, in each case other than in accordance with the express terms hereof or thereof, in each case other than due to any action or inaction of the Administrative Agent.

(k) ERISA Events . The occurrence of any of the following events, except where such event could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (i) any Credit Party or any ERISA Affiliate fails to make full payment when due of all amounts which, under the provisions of any Pension Plan or Sections 412 or 430 of the Code, any Credit Party or any ERISA Affiliate is required to pay as contributions thereto, (ii) a Termination Event or (iii) any Credit Party or any ERISA Affiliate as employers under one or more Multiemployer Plans makes a complete or partial withdrawal from a Multiemployer Plan and the plan sponsor of such Multiemployer Plan notifies such withdrawing employer that such employer has incurred a withdrawal liability.

(l) Judgment . A judgment or order for the payment of money which causes the aggregate amount of all such judgments or orders (net of any amounts paid or covered (other than deductibles) by independent third party insurance as to which the relevant insurance company does not dispute coverage) to exceed the Threshold Amount shall be entered against any Credit Party or any Subsidiary thereof by

107

any court and such judgment or order shall continue without having been discharged, vacated or stayed for a period of thirty (30) consecutive days after the entry thereof.

(m) Environmental Matters . One or more of the Necessary Authorizations shall be terminated or revoked such that the Borrower and its Subsidiaries are no longer able to operate their businesses or any portion thereof or any of such Necessary Authorizations shall fail to be renewed at the stated expiration thereof such that the Borrower and its Subsidiaries are no longer able to operate their businesses or any portion thereof and retain the revenue received therefrom, except in the event that the termination, revocation or non-renewal could not reasonably be expected to have a Material Adverse Change.

(n) Designated Senior Indebtedness . The Obligations shall fail to be designated as “Senior Indebtedness” (or other equivalent term) under all instruments and documents, now or in the future, relating to all Subordinated Indebtedness.

SECTION 10.2 Remedies . Upon the occurrence and during the continuance of an Event of Default, with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower:

(a) Acceleration; Termination of Credit Facility . Terminate the Revolving Credit Commitment and declare the principal of and interest on the Loans and the Reimbursement Obligations at the time outstanding, and all other amounts owed to the Lenders and to the Administrative Agent under this Agreement or any of the other Loan Documents (including, without limitation, all L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented or shall be entitled to present the documents required thereunder) and all other Obligations, to be forthwith due and payable, whereupon the same shall immediately become due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly waived by each Credit Party, anything in this Agreement or the other Loan Documents to the contrary notwithstanding, and terminate the Credit Facility and any right of the Borrower to request borrowings or Letters of Credit thereunder; provided , that upon the occurrence of an Event of Default specified in Section 10.1(h) or (i) , the Credit Facility shall be automatically terminated and all Obligations shall automatically become due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly waived by each Credit Party, anything in this Agreement or in any other Loan Document to the contrary notwithstanding; provided , however , that solely in the case of a Financial Covenant Event of Default, unless and until such Financial Covenant Event of Default shall constitute an Event of Default with respect to any Term Loan, the Administrative Agent shall take such actions at the request of the Required Revolving Credit Lenders only, and in such case, without limiting Section 10.1(d) , only with respect to the Revolving Credit Facility and any Letters of Credit, L/C Commitment and L/C Obligations.

(b) Letters of Credit . With respect to all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant to the preceding paragraph, the Borrower shall at such time deposit in a Cash Collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit. Amounts held in such Cash Collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay the other Secured Obligations on a pro rata basis. After all such Letters of Credit shall have expired or been fully drawn upon, the Reimbursement Obligation shall have been satisfied and all other Secured Obligations shall have been paid in full, the balance, if any, in such Cash Collateral account shall be returned to the Borrower.

108

(c) General Remedies . Exercise on behalf of the Secured Parties all of its other rights and remedies under this Agreement, the other Loan Documents and Applicable Law, in order to satisfy all of the Secured Obligations.

SECTION 10.3 Rights and Remedies Cumulative; Non-Waiver; etc.

(a) The enumeration of the rights and remedies of the Administrative Agent and the Lenders set forth in this Agreement is not intended to be exhaustive and the exercise by the Administrative Agent and the Lenders of any right or remedy shall not preclude the exercise of any other rights or remedies, all of which shall be cumulative, and shall be in addition to any other right or remedy given hereunder or under the other Loan Documents or that may now or hereafter exist at law or in equity or by suit or otherwise. No delay or failure to take action on the part of the Administrative Agent or any Lender in exercising any right, power or privilege shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege or shall be construed to be a waiver of any Event of Default. No course of dealing between the Borrower, the Administrative Agent and the Lenders or their respective agents or employees shall be effective to change, modify or discharge any provision of this Agreement or any of the other Loan Documents or to constitute a waiver of any Event of Default.

(b) Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Credit Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 10.2 for the benefit of all the Lenders and the Issuing Lenders; provided that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) any Issuing Lender or the Swingline Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as an Issuing Lender or Swingline Lender, as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 12.4 (subject to the terms of Section 5.6 ), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Credit Party under any Debtor Relief Law; and provided , further , that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders or their designee shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 10.2 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 5.6 , any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.

SECTION 10.4 Crediting of Payments and Proceeds . In the event that the Obligations have been accelerated pursuant to Section 10.2 or the Administrative Agent or any Lender has exercised any remedy set forth in this Agreement or any other Loan Document, all payments received on account of the Secured Obligations and all net proceeds from the enforcement of the Secured Obligations shall be applied by the Administrative Agent as follows:

First , to payment of that portion of the Secured Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, the Issuing Lenders in their capacity as such and the Swingline Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Lenders and Swingline Lender in proportion to the respective amounts described in this clause First payable to them;

109

Second , to payment of that portion of the Secured Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause Second payable to them;

Third , to payment of that portion of the Secured Obligations constituting accrued and unpaid interest on the Loans and on Reimbursement Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them;

Fourth , to payment of that portion of the Secured Obligations constituting unpaid principal of the Loans, Reimbursement Obligations and payment obligations then owing under Secured Hedge Agreements and Secured Cash Management Agreements, ratably among the Lenders, the Issuing Lenders, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause Fourth payable to them;

Fifth , to the Administrative Agent for the account of the Issuing Lenders, to Cash Collateralize any L/C Obligations then outstanding; and

Last , the balance, if any, after all of the Secured Obligations have been paid in full, to the Borrower or as otherwise required by Applicable Law.

Notwithstanding the foregoing, Secured Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. Each Cash Management Bank or Hedge Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XI for itself and its Affiliates as if a “Lender” party hereto.

SECTION 10.5 Administrative Agent May File Proofs of Claim . In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Credit Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Issuing Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Issuing Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the Issuing Lenders and the Administrative Agent under Sections 3.3 , 5.3 and 12.3 ) allowed in such judicial proceeding; and

(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and each Issuing Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of

110

such payments directly to the Lenders and the Issuing Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 3.3 , 5.3 and 12.3 .

SECTION 10.6 Credit Bidding .

(a) The Administrative Agent, on behalf of itself and the Lenders, shall have the right to credit bid and purchase for the benefit of the Administrative Agent and the Lenders all or any portion of Collateral at any sale thereof conducted by the Administrative Agent under the provisions of the UCC, including pursuant to Sections 9-610 or 9-620 of the UCC, at any sale thereof conducted under the provisions of the United States Bankruptcy Code, including Section 363 thereof, or a sale under a plan of reorganization, or at any other sale or foreclosure conducted by the Administrative Agent (whether by judicial action or otherwise) in accordance with Applicable Law.

(b) Each Lender hereby agrees that, except as otherwise provided in any Loan Documents or with the written consent of the Administrative Agent and the Required Lenders, it will not take any enforcement action, accelerate obligations under any Loan Documents, or exercise any right that it might otherwise have under Applicable Law to credit bid at foreclosure sales, UCC sales or other similar dispositions of Collateral.

ARTICLE XI

THE ADMINISTRATIVE AGENT

SECTION 11.1 Appointment and Authority .

(a) Each of the Lenders and each of the Issuing Lenders hereby irrevocably appoints Wells Fargo to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the Issuing Lenders, and neither the Borrower nor any Subsidiary thereof shall have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.

(b) The Administrative Agent shall also act as the “ collateral agent ” under the Loan Documents, and each of the Lenders (including in its capacity as a potential Hedge Bank or Cash Management Bank) and the Issuing Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and such Issuing Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Credit Parties to secure any of the Secured Obligations, together with such powers and discretion as are reasonably incidental thereto (including, without limitation, to enter into additional Loan Documents or supplements to existing Loan Documents on behalf of the Secured Parties). In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to this Article XI for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the

111

Administrative Agent, shall be entitled to the benefits of all provisions of Articles XI and XII (including Section 12.3 , as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto.

SECTION 11.2 Rights as a Lender . The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.

SECTION 11.3 Exculpatory Provisions .

(a) The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder and thereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent:

(i) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is continuing;

(ii) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or Applicable Law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law;

(iii) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries or Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity; and

(iv) shall not be obligated to ascertain, monitor or inquire as to whether any Lender is a Disqualified Lender.

(b) The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 12.2 and Section 10.2 ) or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final nonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until notice describing such Default or Event of Default is given to the Administrative Agent by the Borrower, a Lender or an Issuing Lender.

112

(c) The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith (including, without limitation, any report provided to it by an Issuing Lender pursuant to Section 3.8 ), (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article VI or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

SECTION 11.4 Reliance by the Administrative Agent . The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender or such Issuing Lender unless the Administrative Agent shall have received notice to the contrary from such Lender or such Issuing Lender prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. In no event shall the Administrative Agent be obligated to ascertain, monitor or inquire as to whether any Lender is a Disqualified Lender.

SECTION 11.5 Delegation of Duties . The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the Credit Facility as well as activities as Administrative Agent. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.

SECTION 11.6 Resignation of Administrative Agent .

(a) The Administrative Agent may at any time give notice of its resignation to the Lenders, the Issuing Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, and, so long as no Event of Default has occurred and is continuing at the time of such resignation, subject to the consent of the Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “ Resignation Effective Date ”), then the retiring Administrative Agent may (but

113

shall not be obligated to), on behalf of the Lenders and the Issuing Lenders, appoint a successor Administrative Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.

(b) If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by Applicable Law, by notice in writing to the Borrower and such Person, remove such Person as Administrative Agent and, in consultation with the Borrower, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “ Removal Effective Date ”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.

(c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable), (1) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the Issuing Lenders under any of the Loan Documents, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) except for any indemnity payments owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each Issuing Lender directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Administrative Agent (other than any rights to indemnity payments owed to the retiring or removed Administrative Agent), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring or removed Administrative Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article and Section 12.3 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Administrative Agent was acting as Administrative Agent.

(d) Any resignation by, or removal of, Wells Fargo as Administrative Agent pursuant to this Section shall also constitute its resignation as an Issuing Lender and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit.

SECTION 11.7 Non-Reliance on Administrative Agent and Other Lenders . Each Lender and each Issuing Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this

114

Agreement. Each Lender and each Issuing Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

SECTION 11.8 No Other Duties, Etc. . Anything herein to the contrary notwithstanding, none of the syndication agents, documentation agents, co-agents, arrangers or bookrunners listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, a Lender or an Issuing Lender hereunder.

SECTION 11.9 Collateral and Guaranty Matters .

(a) Each of the Lenders (including in its or any of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank) irrevocably authorize the Administrative Agent, at its option and in its discretion:

(i) to release any Lien on any Collateral granted to or held by the Administrative Agent, for the ratable benefit of the Secured Parties, under any Loan Document (A) upon the payment in full of the Obligations, (B) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted under the Loan Documents, or (C) if approved, authorized or ratified in writing in accordance with Section 12.2 ;

(ii) to subordinate any Lien on any Collateral granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien permitted pursuant to Section 9.2(h) ; and

(iii) to release any Subsidiary Guarantor from its obligations under any Loan Documents (A) upon the payment in full of the Obligations or (B) if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents.

Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Guaranty Agreement pursuant to this Section 11.9 . In each case as specified in this Section 11.9 , the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such item, or to release such Subsidiary Guarantor from its obligations under the Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 11.9 . In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Asset Disposition permitted pursuant to Section 9.5 , the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any person.

(b) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Credit Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

115

SECTION 11.10 Secured Hedge Agreements and Secured Cash Management Agreements . No Cash Management Bank or Hedge Bank that obtains the benefits of Section 10.4 or any Collateral by virtue of the provisions hereof or of any Security Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article XI to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Secured Cash Management Agreements and Secured Hedge Agreements unless the Administrative Agent has received written notice of such Secured Cash Management Agreements and Secured Hedge Agreements, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be.

ARTICLE XII

MISCELLANEOUS

SECTION 12.1 Notices .

(a) Notices Generally . Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile as follows:

If to the Borrower:

US Ecology, Inc.
251 E. Front Street, Suite 400
Boise, Idaho 83702
Attention of: Jeffrey Feeler
Telephone No.: (800) 590-5220

Facsimile No.: (208) 331-7900
E-mail: jfeeler@usecology.com
http://www.usecology.com

With copies to:

Dechert LLP
2929 Arch Street
Cira Centre
Philadelphia, PA 19104
Attention of: Sarah B. Gelb
Telephone No.: (215) 994-4000
Facsimile No.: (215) 994-2222
E-mail: sarah.gelb@dechert.com

If to Wells Fargo as
Administrative
Agent:

116

Wells Fargo Bank, National Association
MAC U1858-032
877 West Main Street — 3 rd Floor
Boise, Idaho
Attention of: Regional Commercial Banking
Facsimile No.: (208) 393-2472

With copies to:

Wells Fargo Bank, National Association
MAC D1109-019
1525 West W.T. Harris Blvd.
Charlotte, NC 28262
Attention of: Syndication Agency Services
Telephone No.: (704) 590-2703
Facsimile No.: (704) 590-3481

and

Latham & Watkins LLP
12670 High Bluff Drive
San Diego, CA 92130
Attention of: Sony Ben-Moshe
Telephone No.: (858) 523-5400
Facsimile No.: (858) 523-5450
E-mail: sony.ben-moshe@lw.com

If to any Lender:

To the address set forth on the Register

Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). Notices delivered through electronic communications to the extent provided in paragraph (b) below, shall be effective as provided in said paragraph (b).

(b) Electronic Communications . Notices and other communications to the Lenders and the Issuing Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites (including the Borrower’s website at http://www.usecology.com)) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender or any Issuing Lender pursuant to Article II if such Lender or such Issuing Lender, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications. In each case, except as otherwise provided by Section 8.2 , unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other

117

written acknowledgement), and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor; provided that, for both clauses (i) and (ii) above, if such notice, email or other communication is not sent during the normal business hours of the recipient, such notice, email or other communication shall be deemed to have been sent at the opening of business on the next business day for the recipient.

(c) Administrative Agent’s Office . The Administrative Agent hereby designates its office located at the address set forth above, or any subsequent office which shall have been specified for such purpose by written notice to the Borrower and Lenders, as the Administrative Agent’s Office referred to herein, to which payments due are to be made and at which Loans will be disbursed and Letters of Credit requested.

(d) Change of Address, Etc. Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to the other parties hereto.

(e) Platform .

(i) Each Credit Party agrees that the Administrative Agent may, but shall not be obligated to, make the Borrower Materials available to the Issuing Lenders and the other Lenders by posting the Borrower Materials on the Platform.

(ii) The Platform is provided “as is” and “as available.” The Agent Parties (as defined below) do not warrant the accuracy or completeness of the Borrower Materials or the adequacy of the Platform, and expressly disclaim liability for errors or omissions in the Borrower Materials. No warranty of any kind, express, implied or statutory, including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent Party in connection with the Borrower Materials or the Platform. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “ Agent Parties ”) have any liability to any Credit Party, any Lender or any other Person or entity for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of any Credit Party’s or the Administrative Agent’s transmission of communications through the Internet (including, without limitation, the Platform), except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of, or material breach under the Loan Documents by, such Agent Party; provided that in no event shall any Agent Party have any liability to any Credit Party, any Lender, the Issuing Lender or any other Person for indirect, special, incidental, consequential or punitive damages, losses or expenses (as opposed to actual damages, losses or expenses).

(f) Private Side Designation . Each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and Applicable Law, including United States Federal and state securities Applicable Laws, to make reference to Borrower Materials that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrower or its securities for purposes of United States Federal or state securities Applicable Laws.

118

SECTION 12.2 Amendments, Waivers and Consents . Except as set forth below or as specifically provided in any Loan Document (including as set forth in Section 5.16 ), any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; provided , that no amendment, waiver or consent shall:

(a) without the prior written consent of the Required Revolving Credit Lenders, amend, modify or waive (i) Section 6.2 or any other provision of this Agreement if the effect of such amendment, modification or waiver is to require the Revolving Credit Lenders (pursuant to, in the case of any such amendment to a provision hereof other than Section 6.2 , any substantially concurrent request by the Borrower for a borrowing of Revolving Credit Loans) to make Revolving Credit Loans when such Revolving Credit Lenders would not otherwise be required to do so, (ii) the amount of the Swingline Commitment or (iii) the amount of the L/C Commitment;

(b) increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 10.2 ) or the amount of Loans of any Lender, in any case, without the written consent of such Lender (it being understood that no amendment, termination, waiver or consent with respect to any condition precedent to funding, covenant or Default shall constitute an increase in the Commitment or Loan of any Lender);

(c) waive, extend or postpone any date fixed by this Agreement or any other Loan Document for any payment (it being understood that a waiver of a mandatory prepayment under Section 4.4(b) shall only require the consent of the Required Lenders) of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly and adversely affected thereby;

(d) reduce the principal of, or the rate of interest specified herein on, any Loan or Reimbursement Obligation, or (subject to clause (iv) of the proviso set forth in the paragraph below) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly and adversely affected thereby; provided that (i) only the consent of the Required Lenders shall be necessary to waive any obligation of the Borrower to pay interest at the rate set forth in Section 5.1(b) during the continuance of an Event of Default and (ii) only the consent of the Required Revolving Credit Lenders shall be necessary to amend the definition of Consolidated Total Leverage Ratio (or any defined term used therein) for purposes of the Applicable Margin and Commitment Fee for Revolving Credit Loans and Revolving Credit Commitments, in each case under this clause (ii) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Obligation or to reduce any fee payable hereunder;

(e) change Section 5.6 or Section 10.4 in a manner that would alter the pro rata sharing of payments or order of application required thereby without the written consent of each Lender directly and adversely affected thereby;

(f) change Section 4.4(b)(vi) in a manner that would alter the order of application of amounts prepaid pursuant thereto without the written consent of each Lender directly and adversely affected thereby;

(g) except as otherwise permitted by this Section 12.2 change any provision of this Section or reduce the percentages specified in the definitions of “Required Lenders,” or “Required Revolving Credit Lenders” or any other provision hereof specifying the number or percentage of Lenders required to

119

amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender directly and adversely affected thereby;

(h) consent to the assignment or transfer by any Credit Party of such Credit Party’s rights and obligations under any Loan Document to which it is a party (except as permitted pursuant to Section 9.4 ), in each case, without the written consent of each Lender;

(i) release (i) all of the Subsidiary Guarantors (other than as authorized in Section 11.9 ) or (ii) Subsidiary Guarantors comprising substantially all of the value of the Guaranty Agreement, in any case, from the Guaranty Agreement (other than as authorized in Section 11.9 ), without the written consent of each Lender;

(j) release all or substantially all of the Collateral or release any Security Document (other than as authorized in Section 11.9 or as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) without the written consent of each Lender;

(k) (i) amend or otherwise modify Section 9.13 (or for the purposes of determining whether the Borrower is in compliance (or compliance on a Pro Forma Basis) with Section 9.13 , any defined term used therein), (ii) waive or consent to any Default resulting from a breach of Section 9.13 or (iii) alter the rights or remedies of the Required Revolving Credit Lenders arising pursuant to Article X as a result of a breach of Section 9.13 , in each case, without the written consent of the Required Revolving Credit Lenders, provided that the amendments, modifications, waivers and consents described in this clause (k) shall not require the consent of any Lenders other than the Required Revolving Credit Lenders;

provided further , that (i) no amendment, waiver or consent shall, unless in writing and signed by each affected Issuing Lender in addition to the Lenders required above, affect the rights or duties of such Issuing Lender under this Agreement or any Letter of Credit Application relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above, affect the rights or duties of the Swingline Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (iv) any Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto, (v) any waiver, amendment or modification of this Agreement that by its terms affects the rights or duties under this Agreement of Lenders holding Loans or Commitments of a particular Class or Series (but not the Lenders holding Loans or Commitments of any other Class or Series) may be effected by an agreement or agreements in writing entered into by the Borrower and the requisite percentage in interest of the affected Class or Series, as applicable, of Lenders that would be required to consent thereto under this Section if such Class or Series, as applicable, of Lenders were the only Class or Series, as applicable, of Lenders hereunder at the time and (vi) the Administrative Agent and the Borrower shall be permitted to amend any provision of the Loan Documents (and such amendment shall become effective without any further action or consent of any other party to any Loan Document) if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any such provision. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender.

120

Notwithstanding anything to the contrary herein, from the Closing Date until the earlier of (x) 60 days after the Closing Date and (y) the achievement of a Successful Syndication (as defined in the Arrangers Fee Letter), this Agreement may be amended pursuant to a written instrument or instruments executed by the Administrative Agent at the direction of the Arrangers (and without the consent of the Borrower or any other person) solely to implement the express provisions of the Arrangers Fee Letter under “Market Flex” (and subject to the limitations therein); provided that no such amendment shall be adverse to the Lenders. At the request of such Arrangers, the Borrower shall execute each amendment pursuant to this paragraph, but Borrower’s failure or refusal to execute such amendment shall not affect the validity thereof.

In addition, notwithstanding the foregoing, but subject to Section 4.4(c) , this Agreement may be amended with the written consent of the Administrative Agent, the Borrower and the Lenders providing the relevant Replacement Term Loans to permit the refinancing of all or a portion of the outstanding Term Loans of a given Series (the “ Refinanced Term Loans ”) with a replacement term loan tranche denominated in Dollars (the “ Replacement Term Loans ”) hereunder; provided that (a) the aggregate principal amount of such Replacement Term Loans shall not exceed the aggregate principal amount of such Refinanced Term Loans plus any prepayment premium, (b) the Applicable Margin, pricing grid, if applicable, and prepayment premiums payable upon a prepayment of such Replacement Term Loans shall in each case be determined for such Replacement Term Loans by the Administrative Agent, the applicable Lenders providing such Replacement Term Loans and the Borrower; provided that the Effective Yield on such Replacement Term Loans shall not be higher than the Effective Yield on such Refinanced Term Loans, (c) the Weighted Average Life to Maturity of such Replacement Term Loans shall not be shorter than the Weighted Average Life to Maturity of such Refinanced Term Loans at the time of such refinancing, (d) the Replacement Term Loans shall rank pari passu in right of payment and security with all other Term Loans hereunder ( provided that any Replacement Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable amendment implementing the Replacement Term Loans) and (e) all other terms applicable to such Replacement Term Loans shall be substantially identical to, or less favorable to the Lenders providing such Replacement Term Loans than, those applicable to such Refinanced Term Loans, except to the extent necessary to provide for covenants and other terms applicable to any period after the latest final maturity of the Loans in effect immediately prior to such refinancing. The Administrative Agent shall promptly notify each Lender as to the issuance of any Replacement Term Loans. Each of the parties hereto hereby agrees that, upon the effectiveness of any such issuance, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Replacement Term Loans incurred pursuant thereto (including any amendments necessary to treat the Replacement Term Loans as a new Series of Term Loans). Any such amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this paragraph. This paragraph shall supersede any provisions in Sections 5.6 or this Section 12.2 to the contrary.

Notwithstanding anything in this Agreement to the contrary, each Lender hereby irrevocably authorizes the Administrative Agent on its behalf, and without further consent, to enter into amendments or modifications to this Agreement (including, without limitation, amendments to this Section 12.2 ) or any of the other Loan Documents or to enter into additional Loan Documents as the Administrative Agent reasonably deems appropriate in order to effectuate the terms of Sections 5.13 and 5.16 (including, without limitation, as applicable, (1) to permit the Incremental Term Loans, the Incremental Revolving Credit Increases, Extended Term Loans and Extended Revolving Credit Commitments to share ratably in the benefits of this Agreement and the other Loan Documents and (2) to include the Incremental Term Loan Commitments, the Incremental Revolving Credit Increase, the Extended Term Loan or Extended

121

Revolving Credit Commitment, as applicable, or outstanding Incremental Term Loans, outstanding Extended Term Loans, outstanding Incremental Revolving Credit Increase or outstanding Extended Revolving Credit Commitment, as applicable, in any determination of (i) Required Lenders or Required Revolving Credit Lenders, as applicable or (ii) similar required lender terms applicable thereto); provided that no amendment or modification shall result in any increase in the amount of any Lender’s Commitment or any increase in any Lender’s Commitment Percentage, in each case, without the written consent of such affected Lender.

SECTION 12.3 Expenses; Indemnity .

(a) Costs and Expenses . The Borrower and any other Credit Party, jointly and severally, shall pay (i) all reasonable and documented out of pocket expenses incurred by the Administrative Agent and the Arrangers (including such expenses of any of their respective Affiliates exercising or performing the rights or duties of the Administrative Agent or the Arrangers that are included in an invoice of the Administrative Agent or the Arrangers, as applicable) (including the reasonable and documented out-of-pocket fees, charges and disbursements of one primary legal counsel, and to the extent reasonably necessary, one local counsel in each relevant jurisdiction or special counsel if reasonably required for the Administrative Agent and the Arrangers, taken as a whole), in connection with the syndication of the Credit Facility, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out of pocket expenses incurred by any Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out of pocket expenses incurred by the Administrative Agent, any Lender or any Issuing Lender (including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or any Issuing Lender), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

(b) Indemnification by the Borrower . The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and each Issuing Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “ Indemnitee ”) against, and hold each Indemnitee harmless from, and shall pay or reimburse any such Indemnitee for, any and all losses, claims (including, without limitation, any Environmental Claims), penalties, damages, liabilities and related expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of one primary counsel to all such Indemnitees, taken as a whole, and appropriate local or special counsel to all such Indemnitees, taken as a whole, if reasonably necessary, and solely in the case of an actual or potential conflict of interest, one additional counsel (plus additional appropriate local or special counsel) to each group of similarly affected Indemnitees, taken as a whole), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or any other Credit Party), other than such Indemnitee and its Related Parties, arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby (including, without limitation, the Transactions), (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by any Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by any Credit Party or any Subsidiary thereof, or any Environmental Claim

122

related in any way to any Credit Party or any Subsidiary, (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Credit Party or any Subsidiary thereof, and regardless of whether any Indemnitee is a party thereto, or (v) any claim (including, without limitation, any Environmental Claims), investigation, litigation or other proceeding (whether or not the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Loans, this Agreement, any other Loan Document, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (A) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, (B) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from a material breach by such Indemnitee of its obligations under the Loan Documents or (C) result from a dispute among Indemnitees other than (1) any claims against any Indemnitee in its capacity or in fulfilling its role as the Administrative Agent or as a syndication agent, or arranger or similar role contemplated by the Loan Documents and (2) any claims arising out of any act or omission on the part of the Borrower or its Affiliates. This Section 12.3(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

(c) Reimbursement by Lenders . To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under clause (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any Issuing Lender, the Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Issuing Lender, the Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time, or if the Total Credit Exposure has been reduced to zero, then based on such Lender’s share of the Total Credit Exposure immediately prior to such reduction) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any Issuing Lender or the Swingline Lender solely in its capacity as such, only the Revolving Credit Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Credit Lenders’ Revolving Credit Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought or, if the Revolving Credit Commitment has been reduced to zero as of such time, determined immediately prior to such reduction); provided , further , that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing Lender or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such Issuing Lender or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this clause (c) are subject to the provisions of Section 5.7 .

(d) Waiver of Consequential Damages, Etc. To the fullest extent permitted by Applicable Law, (i) the Borrower and each other Credit Party shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof and (ii) the Administrative Agent, the Swingline Lender, the Issuing Lender and each Lender shall not assert, and hereby waives, any claim against any Credit Party or any Subsidiary or any Affiliate thereof, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document

123

or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee referred to in clause (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of, or material breach under the Loan Documents by, such Indemnitee.

(e) Payments . All amounts due under this Section shall be payable within ten (10) Business Days’ of demand therefor.

(f) Survival . Each party’s obligations under this Section shall survive the termination of the Loan Documents and payment of the obligations hereunder.

SECTION 12.4 Right of Setoff . If an Event of Default described in Section 10.1(a) , (b) , (h) or (i) has occurred and is continuing or, with the consent of the Administrative Agent, if any other Event of Default has occurred and is continuing, each Lender, each Issuing Lender and the Swingline Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, such Issuing Lender or the Swingline Lender to or for the credit or the account of the Borrower or any other Credit Party against any and all of the obligations of the Borrower or such Credit Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, such Issuing Lender or the Swingline Lender, irrespective of whether or not such Lender, such Issuing Lender or the Swingline Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Credit Party may be contingent or unmatured or are owed to a branch or office of such Lender, such Issuing Lender or the Swingline Lender different from the branch or office holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 10.4 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, such Issuing Lender, the Swingline Lender and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, such Issuing Lender and the Swingline Lender under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such Issuing Lender or the Swingline Lender may have. Each Lender, each Issuing Lender and the Swingline Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

SECTION 12.5 Governing Law; Jurisdiction, Etc. .

(a) Governing Law . This Agreement and the other Loan Documents and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement or any other Loan Document (except, as to any other Loan Document, as expressly set forth therein) and the transactions contemplated hereby and thereby shall be governed by, and construed in accordance with, the law of the State of New York.

124

(b) Submission to Jurisdiction . The Borrower and each other Credit Party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, any Lender, any Issuing Lender, the Swingline Lender, or any Related Party of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by Applicable Law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or in any other Loan Document shall affect any right that the Administrative Agent, any Lender, any Issuing Lender or the Swingline Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Borrower or any other Credit Party or its properties in the courts of any jurisdiction.

(c) Waiver of Venue . The Borrower and each other Credit Party irrevocably and unconditionally waives, to the fullest extent permitted by Applicable Law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d) Service of Process . Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 12.1 . Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by Applicable Law.

SECTION 12.6 Waiver of Jury Trial . EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

SECTION 12.7 Reversal of Payments . To the extent any Credit Party makes a payment or payments on the Obligations to the Administrative Agent for the ratable benefit of the Lenders or the Administrative Agent receives any payment or proceeds of the Collateral which payments or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any Debtor Relief Law, other Applicable Law or equitable cause, then, to the extent of such payment or proceeds repaid, the Obligations or part thereof intended to be satisfied shall be revived and continued in full force and effect as if such payment or proceeds had not been received by the Administrative Agent.

125

SECTION 12.8 [Reserved] .

SECTION 12.9 Successors and Assigns; Participations .

(a) Successors and Assigns Generally . The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither the Borrower nor any other Credit Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph (b) of this Section, (ii) by way of participation in accordance with the provisions of paragraph (d) of this Section or (iii) by way of pledge or assignment of a security interest subject to the restrictions of paragraph (e) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) Assignments by Lenders . Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Revolving Credit Commitment and the Loans at the time owing to it); provided that, in each case with respect to any Credit Facility, any such assignment shall be subject to the following conditions:

(i) Minimum Amounts .

(A) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it (in each case with respect to any Series) or contemporaneous assignments to related Approved Funds that equal at least the amount specified in paragraph (b)(i)(B) of this Section in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and

(B) in any case not described in paragraph (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000, in the case of any assignment in respect of the Revolving Credit Facility, or $1,000,000, in the case of any assignment in respect of the Term Loan Facility, unless each of the Administrative Agent and, so long as no Event of Default under Section 10.1(a) , (b) , (h) or (i) has occurred and is then continuing, the Borrower otherwise consents;

(ii) Proportionate Amounts . Each partial assignment of a Loan or Commitment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned, except that this clause (ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Classes or Series on a non- pro rata basis;

126

(iii) Required Consents . No consent shall be required for any assignment except to the extent required by paragraph (b)(i)(B) of this Section and, in addition:

(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and is continuing at the time of such assignment, (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund or (z) the assignment is made in connection with the primary syndication of the Credit Facility and during the period commencing on the Closing Date and ending on the date that is sixty (60) days following the Closing Date; provided , that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; and provided , further , that the Borrower’s consent shall not be required, but the Arrangers shall consult with the Borrower in respect of any assignment, during the primary syndication of the Credit Facility;

(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (i) the Revolving Credit Facility or any unfunded Term Loan Commitments if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment or a Term Loan Commitment, as applicable, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (ii) the Term Loans to a Person who is not a Lender, an Affiliate of a Lender or an Approved Fund; and

(C) the consents of the Issuing Lenders and the Swingline Lender shall be required for any assignment in respect of the Revolving Credit Facility.

(iv) Assignment and Assumption . The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 for each assignment; provided that (A) only one such fee will be payable in connection with simultaneous assignments to two or more related Approved Funds by a Lender and (B) the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

(v) No Assignment to Certain Persons . No such assignment shall be made to (A) the Borrower or any of its Subsidiaries or Affiliates, (B) any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B) or (C) any Disqualified Lender.

(vi) No Assignment to Natural Persons . No such assignment shall be made to a natural Person.

(vii) Certain Additional Payments . In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested, but not funded by, the Defaulting Lender, to each of which the

127

applicable assignee and assignor hereby irrevocably consent), to (A) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, the Issuing Lenders, the Swingline Lender and each other Lender hereunder (and interest accrued thereon), and (B) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swingline Loans in accordance with its Revolving Credit Commitment Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under Applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 5.8 , 5.9 , 5.10 , 5.11 and 12.3 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided , that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this Section (other than a purported assignment to a natural Person or the Borrower or any of the Borrower’s Subsidiaries or Affiliates, or a Disqualified Lender, which shall be null and void.)

(c) Register . The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its offices in Boise, Idaho, a copy of each Assignment and Assumption and each Lender Joinder Agreement delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amounts of (and stated interest on) the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “ Register ”). The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower and any Lender (but only to the extent of entries in the Register that are applicable to such Lender), at any reasonable time and from time to time upon reasonable prior notice.

(d) Participations . Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person or the Borrower or any of the Borrower’s Subsidiaries or Affiliates or a Disqualified Lender) (each, a “ Participant ”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent, the Issuing Lender, the Swingline Lender and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 12.3(c) with respect to any payments made by such Lender to its Participant(s).

128

Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver or modification described in Section 12.2(b) , (c) , (d) or (e) that directly and adversely affects such Participant and that requires the consent of each Lender or each affected Lender. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 5.9 , 5.10 and 5.11 (subject to the requirements and limitations therein, including the requirements under Section 5.11(g) (it being understood that the documentation required under Section 5.11(g) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Section 5.12 as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 5.10 or 5.11 , with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 5.12(b) with respect to any Participant.

Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts of (and stated interest on) each Participant’s interest in the Loans or other obligations under the Loan Documents (the “ Participant Register ”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(e) Certain Pledges . Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

SECTION 12.10 Treatment of Certain Information; Confidentiality . Each of the Administrative Agent, the Lenders and the Issuing Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential and that such disclosing party shall be responsible for its Affiliates’ compliance with this Section), (b) to the extent required or requested by, or required to be disclosed to, any regulatory or similar authority purporting to have jurisdiction over such Person or its Affiliates (including any self-regulatory authority, such as the National Association of Insurance Commissioners) (in which case, such disclosing party shall, except with respect to any audit or examination conducted by bank accountants or any governmental bank regulatory authority exercising examination or regulatory authority, to the extent practically and lawfully permitted to do so, inform the Borrower promptly in advance of any such

129

disclosure), (c) to the extent required by Applicable Laws or regulations or in any legal, judicial, administrative or other compulsory process (in which case, such disclosing party shall, to the extent practically and lawfully permitted to do so, inform the Borrower promptly in advance of any such disclosure), (d) to any other party hereto, (e) in connection with the exercise of any remedies under this Agreement, under any other Loan Document or under any Secured Hedge Agreement or Secured Cash Management Agreement, or any action or proceeding relating to this Agreement, any other Loan Document or any Secured Hedge Agreement or Secured Cash Management Agreement, or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement, (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to the Borrower and its obligations, this Agreement or payments hereunder, (iii) to an investor or prospective investor in an Approved Fund that also agrees that Information shall be used solely for the purpose of evaluating an investment in such Approved Fund, (iv) to a trustee, collateral manager, servicer, backup servicer, noteholder or secured party in an Approved Fund in connection with the administration, servicing and reporting on the assets serving as collateral for an Approved Fund, or (v) to a nationally recognized rating agency that requires access to information regarding the Borrower and its Subsidiaries, the Loans and the Loan Documents in connection with ratings issued with respect to an Approved Fund, (g) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the Credit Facility or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the Credit Facility, (h) with the consent of the Borrower, (i) to Gold Sheets and other similar bank trade publications, such information to consist of deal terms and other information customarily found in such publications, (j) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, any Lender, any Issuing Lender or any of their respective Affiliates from a third party that is not, to such Person’s knowledge, subject to confidentiality obligations to the Borrower, (k) to governmental regulatory authorities in connection with any regulatory examination of the Administrative Agent or any Lender or in accordance with the Administrative Agent’s or any Lender’s regulatory compliance policy if the Administrative Agent or such Lender deems necessary for the mitigation of claims by those authorities against the Administrative Agent or such Lender or any of its subsidiaries or affiliates (in which case, such disclosing party shall, except with respect to any audit or examination conducted by bank accountants or any governmental bank regulatory authority exercising examination or regulatory authority, to the extent practically and lawfully permitted to do so, inform the Borrower promptly in advance of any such disclosure), (l) to the extent that such information is independently developed by such Person, or (m) for purposes of establishing a “due diligence” defense. For purposes of this Section, “ Information ” means all information received from any Credit Party or any Subsidiary thereof relating to any Credit Party or any Subsidiary thereof or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or any Issuing Lender on a nonconfidential basis prior to disclosure by any Credit Party or any Subsidiary thereof. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

SECTION 12.11 Performance of Duties . Each of the Credit Party’s obligations under this Agreement and each of the other Loan Documents shall be performed by such Credit Party at its sole cost and expense.

SECTION 12.12 All Powers Coupled with Interest . All powers of attorney and other authorizations granted to the Lenders, the Administrative Agent and any Persons designated by the

130

Administrative Agent or any Lender pursuant to any provisions of this Agreement or any of the other Loan Documents shall be deemed coupled with an interest and shall be irrevocable so long as the Credit Facility has not been paid in full.

SECTION 12.13 Survival .

(a) All representations and warranties set forth in Article VII and all representations and warranties contained in any certificate, or any of the Loan Documents (including, but not limited to, any such representation or warranty made in or in connection with any amendment thereto) shall constitute representations and warranties made under this Agreement. All representations and warranties made under this Agreement shall be made or deemed to be made at and as of the Closing Date (except those that are expressly made as of a specific date), shall survive the Closing Date and shall not be waived by the execution and delivery of this Agreement, any investigation made by or on behalf of the Lenders or any borrowing hereunder.

(b) Notwithstanding any termination of this Agreement, the indemnities to which the Administrative Agent and the Lenders are entitled under the provisions of this Article XII and any other provision of this Agreement and the other Loan Documents shall continue in full force and effect and shall protect the Administrative Agent and the Lenders against events arising after such termination as well as before.

SECTION 12.14 Titles and Captions . Titles and captions of Articles, Sections and subsections in, and the table of contents of, this Agreement are for convenience only, and neither limit nor amplify the provisions of this Agreement.

SECTION 12.15 Severability of Provisions . Any provision of this Agreement or any other Loan Document which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating the remainder of such provision or the remaining provisions hereof or thereof or affecting the validity or enforceability of such provision in any other jurisdiction.

SECTION 12.16 Counterparts; Integration; Effectiveness; Electronic Execution .

(a) Counterparts; Integration; Effectiveness . This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents, and any separate letter agreements with respect to fees payable to the Administrative Agent, the Issuing Lender, the Swingline Lender and/or the Arrangers, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 6.1 , this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Agreement.

(b) Electronic Execution of Assignments . The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Law, including the Federal Electronic

131

Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

SECTION 12.17 Term of Agreement . This Agreement shall remain in effect from the Closing Date through and including the date upon which all Obligations arising hereunder or under any other Loan Document shall have been indefeasibly and irrevocably paid in full. No termination of this Agreement shall affect the rights and obligations of the parties hereto arising prior to such termination or in respect of any provision of this Agreement which survives such termination.

SECTION 12.18 USA PATRIOT Act . The Administrative Agent and each Lender hereby notifies the Borrower that pursuant to the requirements of the PATRIOT Act, each of them is required to obtain, verify and record information that identifies each Credit Party, which information includes the name and address of each Credit Party and other information that will allow such Lender to identify each Credit Party in accordance with the PATRIOT Act.

SECTION 12.19 No Advisory or Fiduciary Responsibility .

(a) In connection with all aspects of each transaction contemplated hereby, each Credit Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that (i) the facilities provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document) are an arm’s-length commercial transaction between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, and the Borrower is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof), (ii) in connection with the process leading to such transaction, each of the Administrative Agent, the Arrangers and the Lenders is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary, for the Borrower or any of its Affiliates, stockholders, creditors or employees or any other Person, (iii) none of the Administrative Agent, the Arrangers or the Lenders has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Borrower with respect to any of the transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document (irrespective of whether any Arranger or Lender has advised or is currently advising the Borrower or any of its Affiliates on other matters) and none of the Administrative Agent, the Arrangers or the Lenders has any obligation to the Borrower or any of its Affiliates with respect to the financing transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents, (iv) the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from, and may conflict with, those of the Borrower and its Affiliates, and none of the Administrative Agent, the Arrangers or the Lenders has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship and (v) the Administrative Agent, the Arrangers and the Lenders have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) and the Credit Parties have consulted their own legal, accounting, regulatory and tax advisors to the extent they have deemed appropriate.

(b) Each Credit Party acknowledges and agrees that each Lender, the Arrangers and any Affiliate thereof may lend money to, invest in, and generally engage in any kind of business with, any of the Borrower, the Parent, any Affiliate thereof or any other person or entity that may do business with or own securities of any of the foregoing, all as if such Lender, Arranger or Affiliate thereof were not a Lender or Arranger or an Affiliate thereof (or an agent or any other person with any similar role under the

132

Credit Facilities) and without any duty to account therefor to any other Lender, the Arrangers, the Parent, the Borrower or any Affiliate of the foregoing. Each Lender, the Arrangers and any Affiliate thereof may accept fees and other consideration from the Parent, the Borrower or any Affiliate thereof for services in connection with this Agreement, the Credit Facilities or otherwise without having to account for the same to any other Lender, the Arrangers, the Parent, the Borrower or any Affiliate of the foregoing.

SECTION 12.20 Inconsistencies with Other Documents . In the event there is a conflict or inconsistency between this Agreement and any other Loan Document, the terms of this Agreement shall control; provided that any provision of any other Loan Document which imposes additional burdens on the Borrower or any of its Subsidiaries or further restricts the rights of the Borrower or any of its Subsidiaries or gives the Administrative Agent or Lenders additional rights shall not be deemed to be in conflict or inconsistent with this Agreement and shall be given full force and effect.

[ Signature pages to follow ]

133

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

	US ECOLOGY, INC., as Borrower

	By:
	Name:
	Title:

[Signature Page to Credit Agreement]

	AGENTS AND LENDERS:

	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender, Issuing Lender and Lender

	By:
	Name:
	Title:

[Signature Page to Credit Agreement]

	CREDIT SUISSE AG, as Lender

	By:
	Name:
	Title:

[Signature Page to Credit Agreement]

	[ · ] , as Lender

	By:
	Name:
	Title:

[Signature Page to Credit Agreement]

Exhibit 10.3

GUARANTY

This GUARANTY (as amended, amended and restated, supplemented, or otherwise modified from time to time, this “ Guaranty ”), dated as of June 17, 2014, is made by US ECOLOGY, INC., a Delaware corporation (the “ Borrower ”), each of the Subsidiaries of the Borrower that is a signatory hereto (each, a “ Subsidiary Guarantor ”, and together with the Borrower and each Additional Subsidiary Guarantor, the “ Guarantors ”), in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent (in such capacity, together with its successors and assigns, the “ Administrative Agent ”) for the benefit of the Secured Parties.

RECITALS

A. The Borrower has entered into that certain Credit Agreement, dated as of the date hereof (as amended, amended and restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), by and among the Borrower, each lender from time to time party thereto (the “ Lenders ”) and the Administrative Agent.

B. In consideration of the extensions of credit and other accommodations of the Lenders, Hedge Banks and Cash Management Banks as set forth in the Loan Documents, Secured Hedge Agreements and Secured Cash Management Agreements, each Guarantor has agreed to guarantee the Guaranteed Obligations under such agreements as set forth herein.

C. It is a condition precedent to the making of the loans and other financial accommodations under the Credit Agreement that each Guarantor has agreed to guarantee the Guaranteed Obligations under the Loan Documents, Secured Hedge Agreements and Secured Cash Management Agreements as set forth herein.

AGREEMENT

NOW, THEREFORE , based upon the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in order to induce the Secured Parties to make extensions of credit under the Credit Agreement and to enter into the Loan Documents, Secured Hedge Agreements and Secured Cash Management Agreements, the Guarantors hereby jointly and severally, absolutely, irrevocably and unconditionally agree as follows:

SECTION 1.
DEFINITIONS

1.1 Certain Defined Terms.

As used in this Guaranty, the following terms shall have the following meanings unless the context otherwise requires:

“ Additional Subsidiary Guarantor ” has the meaning given in Section 3.14 .

“ Adjusted Maximum Amount ” has the meaning given in Section 2.2(b) .

“ Administrative Agent ” is defined in the preamble.

“ Aggregate Payments ” has the meaning given in Section 2.2(b) .

“ Borrower ” is defined in the preamble.

“ Credit Agreement ” is defined in the recitals.

“ Direct Secured Obligations ” shall mean, with respect to any Credit Party, any Secured Obligation of such Credit Party in its capacity as a borrower under the Credit Agreement or a counterparty obligor with respect to a Cash Management Agreement or a Secured Hedge Agreement.

“ Fair Share ” has the meaning given in Section 2.2(b) .

“ Fair Share Shortfall ” has the meaning given in Section 2.2(b) .

“ Fraudulent Transfer Laws ” has the meaning given in Section 2.2(a) .

“ Funding Guarantor ” has the meaning given in Section 2.2(b) .

“ Guaranteed Obligations ” means any and all of the Secured Obligations (as defined in the Credit Agreement); provided that the term “Guaranteed Obligations” as it applies to any Credit Party in its capacity as a Guarantor hereunder shall exclude any Direct Secured Obligations of such Credit Party.

“ Guarantors ” is defined in the preamble.

“ Guaranty ” is defined in the preamble.

“ Lenders ” is defined in the recitals.

“ Obligee Guarantor ” has the meaning given in Section 2.7 .

“ Payment in Full of the Secured Obligations ” has the meaning assigned to “payment in full” in Section 1.2 of the Credit Agreement. The expressions “payment in full,” “paid in full” and any other similar terms or phrases when used herein or in any other document with respect to the Secured Obligations shall have the correlative meanings.

“ Qualified ECP Guarantor ” means, in respect of any Swap Obligations, each Credit Party that has total assets exceeding $10,000,000 at the time the relevant Guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

“ Subsidiary Guarantor ” is defined in the preamble.

“ Termination Date ” has the meaning given in Section 2.6 .

1.2 Interpretation.

(a) References to “Sections” shall be to Sections of this Guaranty unless otherwise specifically provided.

(b) Unless otherwise defined herein or the context otherwise requires, terms used in this Guaranty, including its preamble and recitals, have the meanings provided in the Credit Agreement.

(c) The rules of construction set forth in Sections 1.2 through 1.10 of the Credit Agreement shall be applicable to this Guaranty mutatis mutandis .

SECTION 2.
THE GUARANTY

2.1 Guaranty of the Guaranteed Obligations .

Subject to the provisions of Section 2.2(a) , the Guarantors hereby jointly and severally, absolutely, irrevocably and unconditionally guaranty to the Administrative Agent, for the benefit of the Secured Parties, the prompt and complete payment and performance in full by each other Guarantor of all Guaranteed Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code).

2.2 Limitation on Amount Guaranteed; Contribution by Guarantors .

(a) Anything contained in this Guaranty to the contrary notwithstanding, if any Fraudulent Transfer Law (as hereinafter defined) is determined by a court of competent jurisdiction to be applicable to the obligations of any Guarantor under this Guaranty, such obligations of such Guarantor hereunder shall be limited to a maximum aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code or any applicable provisions of comparable state law (collectively, the “ Fraudulent Transfer Laws ”), in each case after giving effect to all other liabilities of such Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Guarantor (i) in respect of intercompany indebtedness to any other Guarantor to the extent that such indebtedness would be discharged in an amount equal to the amount paid by such Guarantor hereunder, and (ii) under any guaranty of other Indebtedness which guaranty contains a limitation as to maximum amount similar to that set forth in this Section 2.2(a) , pursuant to which the liability of such Guarantor hereunder is included in the liabilities taken into account in determining such maximum amount) and after giving effect as assets to the value (as determined under the applicable provisions of the

Fraudulent Transfer Laws) of any rights to subrogation, reimbursement, indemnification or contribution of such Guarantor pursuant to applicable law or pursuant to the terms of any agreement (including any such right of contribution under Section 2.2(b) ). Each Guarantor acknowledges and agrees that, to the extent not prohibited by applicable law, (i) such Guarantor (as opposed to its creditors, representatives of creditors or bankruptcy trustee, including such Guarantor in its capacity as debtor in possession exercising any powers of a bankruptcy trustee) has no personal right under Fraudulent Transfer Laws to reduce, or request any judicial relief that has the effect of reducing, the amount of its liability under this Guaranty, (ii) such Guarantor (as opposed to its creditors, representatives of creditors or bankruptcy trustee, including such Guarantor in its capacity as debtor in possession exercising any powers of a bankruptcy trustee) has no personal right to enforce the limitation set forth in this Section 2.2(a) or to reduce, or request judicial relief reducing, the amount of its liability under this Guaranty, and (iii) the limitation set forth in this Section 2.2(a) may be enforced only to the extent required under Fraudulent Transfer Laws in order for the obligations of such Guarantor under this Guaranty to be enforceable under Fraudulent Transfer Laws and only by or for the benefit of a creditor, representative of creditors or bankruptcy trustee of such Guarantor or other Person entitled, under such laws, to enforce the provisions thereof.

(b) The Guarantors under this Guaranty together desire to allocate among themselves, in a fair and equitable manner, their obligations arising under this Guaranty. Accordingly, in the event any payment or distribution is made at any time by any Guarantor under this Guaranty (a “ Funding Guarantor ”) that exceeds its Fair Share (as defined below) as of such date, that Funding Guarantor shall be entitled to a contribution from each of the other Guarantors in the amount of such other Guarantor’s Fair Share Shortfall (as defined below) as of such date, with the result that all such contributions will cause each Guarantor’s Aggregate Payments (as defined below) to equal its Fair Share as of such date. “ Fair Share ” means, with respect to a Guarantor as of any date of determination, an amount equal to (i) the ratio of (A) the Adjusted Maximum Amount (as defined below) with respect to such Guarantor to (B) the aggregate of the Adjusted Maximum Amounts with respect to all Guarantors multiplied by (ii) the aggregate amount paid or distributed on or before such date by all Funding Guarantors under this Guaranty in respect of the Guaranteed Obligations. “ Fair Share Shortfall ” means, with respect to a Guarantor as of any date of determination, the excess, if any, of the Fair Share of such Guarantor over the Aggregate Payments of such Guarantor. “ Adjusted Maximum Amount ” means, with respect to a Guarantor as of any date of determination, the maximum aggregate amount of the obligations of such Guarantor under this Guaranty, determined as of such date, in accordance with Section 2.2(a) ; provided that, solely for purposes of calculating the “Adjusted Maximum Amount” with respect to any Guarantor for purposes of this Section 2.2(b) , any assets or liabilities of such Guarantor arising by virtue of any rights to subrogation, reimbursement or indemnification or any rights to or obligations of contribution hereunder shall not be considered as assets or liabilities of such Guarantor. “ Aggregate Payments ” means, with respect to a Guarantor as of any date of determination, an amount equal to (i) the aggregate amount of all payments and distributions made on or before such date by such Guarantor in respect of this Guaranty (including in respect of this Section 2.2(b) ) minus (ii) the aggregate amount of all payments received on or before such date by such

Guarantor from the other Guarantors as contributions under this Section 2.2(b) . The amounts payable as contributions hereunder shall be determined as of the date on which the related payment or distribution is made by the applicable Funding Guarantor. The allocation among Guarantors of their obligations as set forth in this Section 2.2(b) shall not be construed in any way to limit the liability of any Guarantor hereunder. Any other Guarantor is a third party beneficiary to the contribution agreement set forth in this Section 2.2(b) , which shall not be construed in any way to limit the liability of any Guarantor hereunder.

2.3 Payment by Guarantors; Application of Payments.

Subject to the provisions of Section 2.2(a) , the Guarantors hereby jointly and severally, absolutely, irrevocably and unconditionally agree in furtherance of the foregoing and not in limitation of any other right which any Secured Party may have at law or in equity against any Guarantor by virtue hereof, that upon the failure of any other Credit Party to pay or perform any of the Guaranteed Obligations when and as the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code), the Guarantors will upon demand pay, or cause to be paid, in cash, to the Administrative Agent for the benefit of the Secured Parties, an amount equal to the sum of the unpaid principal amount of all Guaranteed Obligations then due as aforesaid, accrued and unpaid interest on such Guaranteed Obligations (including interest which, but for the filing of a petition in bankruptcy with respect to the primary obligor of such Guaranteed Obligations, would have accrued on such Guaranteed Obligations, whether or not a claim is allowed against such Credit Party for such interest in the related bankruptcy proceeding) and all other Guaranteed Obligations then owed to the Secured Parties as aforesaid. All such payments shall be applied promptly from time to time by the Administrative Agent as set forth in the Credit Agreement.

2.4 Liability of Guarantors Absolute.

Each Guarantor agrees that its obligations hereunder are irrevocable, absolute, independent and unconditional and shall not be affected by any circumstance which constitutes a legal or equitable discharge of a guarantor or surety other than Payment in Full of the Secured Obligations or a release of such Guarantor in accordance with the Loan Documents. In furtherance of the foregoing and without limiting the generality thereof, each Guarantor agrees as follows:

(a) This Guaranty is a guaranty of payment and performance when due and not of collectability.

(b) The obligations of each Guarantor hereunder are independent of the obligations of each other Credit Party under the Loan Documents, the Secured Hedge Agreements and the Secured Cash Management Agreements and the obligations of any other guarantor (including any other Guarantor) of the obligations of the Credit Parties under the Loan Documents, the Secured Hedge Agreements and the Secured Cash Management Agreements, and a separate action or actions may be brought and prosecuted against such Guarantor whether or not any action is brought against the

primary obligor of such Guaranteed Obligations or any of such other guarantors and whether or not such primary obligor is joined in any such action or actions.

(c) Payment by any Guarantor of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge any Guarantor’s liability for any portion of the Guaranteed Obligations which has not been paid. Without limiting the generality of the foregoing, if the Administrative Agent is awarded a judgment in any suit brought to enforce any Guarantor’s covenant to pay a portion of the Guaranteed Obligations, such judgment shall not be deemed to release such Guarantor from its covenant to pay the portion of the Guaranteed Obligations that is not the subject of such suit, and such judgment shall not, except to the extent satisfied by such Guarantor, limit, affect, modify or abridge any other Guarantor’s liability hereunder in respect of the Guaranteed Obligations.

(d) Any Secured Party, upon such terms as it deems appropriate, without notice or demand and without affecting the validity or enforceability of this Guaranty or giving rise to any reduction, limitation, impairment, discharge or termination of any Guarantor’s liability hereunder, from time to time may (i) renew, extend, accelerate, increase the rate of interest on, or otherwise change the time, place, manner or terms of payment of the Guaranteed Obligations; (ii) settle, compromise, release or discharge, or accept or refuse any offer of performance with respect to, or substitutions for, the Guaranteed Obligations or any agreement relating thereto and/or subordinate the payment of the same to the payment of any other obligations; (iii) request and accept other guaranties of the Guaranteed Obligations and take and hold security for the payment of this Guaranty or the Guaranteed Obligations; (iv) release, surrender, exchange, substitute, compromise, settle, rescind, waive, alter, subordinate or modify, with or without consideration, any security for payment of the Guaranteed Obligations, any other guaranties of the Guaranteed Obligations, or any other obligation of any Person (including any other Guarantor) with respect to the Guaranteed Obligations; and (v) enforce and apply any security now or hereafter held by or for the benefit of such Secured Party in respect of this Guaranty or the Guaranteed Obligations and direct the order or manner of sale thereof, or exercise any other right or remedy that such Secured Party may have against any such security, in each case as such Secured Party in its discretion may determine consistent with the Loan Documents or the applicable Secured Hedge Agreement or Secured Cash Management Agreement and any applicable security agreement, including foreclosure on any such security pursuant to one or more judicial or nonjudicial sales, whether or not every aspect of any such sale is commercially reasonable, and even though such action operates to impair or extinguish any right of reimbursement or subrogation or other right or remedy of any Guarantor against the primary obligor of such Guaranteed Obligations or any security for the Guaranteed Obligations. Any Secured Party may exercise any rights expressly available to it under the Loan Documents, the Secured Hedge Agreements or the Secured Cash Management Agreements.

(e) This Guaranty and the obligations of the Guarantors hereunder shall be valid and enforceable and shall not be subject to any reduction, limitation, impairment, discharge or termination for any reason (other than Payment in Full of any

Secured Obligations), including the occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of them: (i) any failure or omission to assert or enforce, or agreement or election not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy (whether arising under the Loan Documents, the Secured Hedge Agreements, the Secured Cash Management Agreements, at law, in equity or otherwise) with respect to the Guaranteed Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guaranteed Obligations; (ii) any rescission, waiver, amendment or modification of, or any consent to or departure from, any of the terms or provisions (including provisions relating to events of default) of any of the Loan Documents, any of the Secured Hedge Agreements, any of the Secured Cash Management Agreements or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guaranteed Obligations, in each case whether or not in accordance with the terms of such Loan Document, Secured Hedge Agreement, Secured Cash Management Agreement or any agreement or instrument executed pursuant thereto or any agreement relating to such other guaranty or security; (iii) the Guaranteed Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect; (iv) the application of payments received from any source (other than payments received pursuant to the other Loan Documents or from the proceeds of any security for the Guaranteed Obligations, except to the extent such security also serves as collateral for indebtedness other than the Guaranteed Obligations) to the payment of indebtedness other than the Guaranteed Obligations, even though any Secured Party might have elected to apply such payment to any part or all of the Guaranteed Obligations; (v) any Secured Party’s consent to the change, reorganization or termination of the corporate structure or existence of any of the Guarantors and to any corresponding restructuring of the Guaranteed Obligations; (vi) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guaranteed Obligations; (vii) any defenses, set-offs or counterclaims which the primary obligor of such Guaranteed Obligations may allege or assert against any Secured Party in respect of the Secured Obligations (other than, subject to Section 2.13(c) , the Payment in Full of the Secured Obligations or a release of such Guarantor in accordance with the Loan Documents), including failure of consideration, breach of warranty, statute of frauds, statute of limitations, accord and satisfaction and usury; and (viii) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of any Guarantor as an obligor in respect of the Guaranteed Obligations ( provided that the Guarantors do not waive any claims based on the gross negligence or willful misconduct of the Secured Parties).

2.5 Waivers by Guarantors.

Each Guarantor hereby waives, for the benefit of the Secured Parties, to the extent permitted by applicable law:

(a) any right to require any Secured Party, as a condition of payment or performance by such Guarantor, to (i) proceed against the primary obligor of such Guaranteed Obligations, any other guarantor (including any other Guarantor) of the

Guaranteed Obligations or any other Person; (ii) proceed against or exhaust any security held from the primary obligor of such Guaranteed Obligations, any such other guarantor or any other Person; (iii) proceed against or have resort to any balance of any deposit account or credit on the books of any Secured Party in favor of the primary obligor of such Guaranteed Obligations, any such other guarantor or any other Person; or (iv) pursue any other remedy in the power of any Secured Party whatsoever;

(b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the primary obligor of such Guaranteed Obligations including any defense based on or arising out of the lack of validity or the unenforceability of the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the primary obligor of such Guaranteed Obligations from any cause other than Payment in Full of the Secured Obligations or a release of such Guarantor in accordance with the Loan Documents;

(c) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal;

(d) any defense based upon any Secured Party’s errors or omissions in the administration of the Guaranteed Obligations ( provided that the Guarantors do not waive any claims based on the gross negligence or willful misconduct of the Secured Parties);

(e) (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Guaranty and any legal or equitable discharge of such Guarantor’s obligations hereunder other than Payment in Full of Secured Obligations or a release of such Guarantor in accordance with the Loan Documents; (ii) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement hereof; (iii) any rights to set-offs, recoupments and counterclaims; and (iv) promptness, diligence and any requirement that any Secured Party protect, secure, perfect or insure any security interest or lien or any property subject thereto;

(f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance of this Guaranty, notices of default under the Loan Documents, the Secured Hedge Agreements, the Secured Cash Management Agreements or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to the Credit Parties and notices of any of the matters referred to in Section 2.4 and any right to consent to any thereof;

(g) any defenses (other than the defense of Payment in Full of the Secured Obligations or release in accordance with the Loan Documents) or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Guaranty;

(h) any defense based upon any Secured Party’s failure to mitigate damages ( provided that the Guarantors do not waive any claims based on the gross negligence or willful misconduct of the Secured Parties); and

(i) all rights to insist upon, plead or in any manner claim or take the benefit or advantage of any appraisal, valuation, stay, extension, marshaling of assets, redemption or similar law, or exemption, whether now or hereafter in force, which may delay, prevent or otherwise affect the performance by any Guarantor of its obligations under, or the enforcement by any Secured Party of, this Guaranty.

2.6 Guarantors’ Rights of Subrogation, Contribution, Etc.

Each Guarantor hereby agrees to postpone the right to exercise at any time prior to the Payment in Full of the Secured Obligations (the date of such payment and performance, the “ Termination Date ”) any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against the other Credit Parties or any of their assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including (a) any right of subrogation, reimbursement or indemnification that such Guarantor now has or may hereafter have against the other Credit Parties; (b) any right to enforce, or to participate in, any claim, right or remedy that any Secured Party now has or may hereafter have against the Borrower; and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Secured Party. In addition, until the Termination Date, each Guarantor shall withhold exercise of any right of contribution such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations (including any such right of contribution under Section 2.2(b) ). The foregoing agreements of the Guarantors set forth in this Section 2.6 shall remain operative and in full force and effect until the Termination Date regardless of the termination of this Guaranty. Each Guarantor further agrees that, to the extent the postponement or agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement or indemnification such Guarantor may have against the primary obligor of such Guaranteed Obligations or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Secured Party may have against the primary obligor of such Guaranteed Obligations, to all right, title and interest any Secured Party may have in any such collateral or security, and to any right any Secured Party may have against such other guarantor. If any amount shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when a Payment in Full of the Secured Obligations shall not have occurred, such amount shall be held in trust for the Administrative Agent on behalf of the Secured Parties and shall forthwith be paid over to the Administrative Agent for the benefit of the Secured Parties to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.

2.7 Subordination of Other Obligations.

Any Indebtedness of any Guarantor now or hereafter held by any other Guarantor (the “ Obligee Guarantor ”) is hereby subordinated in right of payment to the Guaranteed Obligations, and any such Indebtedness collected or received by the Obligee Guarantor after an Event of Default has occurred and is continuing shall be held in trust for the Administrative Agent on behalf of the Secured Parties and following notice by the Administrative Agent, shall forthwith be paid over to the Administrative Agent for the benefit of the Secured Parties to be credited and applied against the Guaranteed Obligations but without affecting, impairing or limiting in any manner the liability of the Obligee Guarantor under any other provision of this Guaranty.

2.8 Expenses.

The Guarantors hereby jointly and severally, absolutely, irrevocably and unconditionally agree to pay, or cause to be paid, on demand, and to save the Administrative Agent harmless against liability for, any and all reasonable and documented out-of-pocket costs and expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of one primary counsel, and appropriate local or special counsel, if reasonably necessary) incurred or expended by the Administrative Agent in connection with the enforcement of or preservation of any rights under this Guaranty, all in accordance with the terms of Section 12.3 of the Credit Agreement, the provisions of which are incorporated herein, mutatis mutandis.

2.9 Continuing Guaranty.

This Guaranty is a continuing guaranty and shall remain in effect until the Termination Date; provided that as to any Guarantor this Guaranty may be terminated prior to the Termination Date pursuant to Section 2.15 . Each Guarantor hereby irrevocably waives any right to revoke this Guaranty as to future transactions giving rise to any Guaranteed Obligations.

2.10 Authority of Guarantors.

It is not necessary for any Secured Party to inquire into the capacity or powers of any Guarantor or the officers, directors or any agents acting or purporting to act on behalf of any of them.

2.11 Financial Condition of Credit Parties.

Any Loans or other extensions of credit may be granted to the Borrower or continued from time to time, any Secured Hedge Agreements and any Secured Cash Management Agreements may be entered into by any Credit Party from time to time, in each case without notice to or authorization from any Guarantor regardless of the financial or other condition of the Borrower or such Credit Party at the time of any such grant or continuation or at the time such Secured Hedge Agreement or Secured Cash Management Agreement is entered into, as the case may be. No Secured Party shall have any obligation to disclose or discuss with any Guarantor its assessment, or any Guarantor’s assessment, of the financial condition of any Credit Party. Each Guarantor has adequate means to obtain information from the other Credit Parties on a continuing basis concerning the financial condition of the other Credit Parties and its ability to perform its obligations under the Loan Documents, Secured Hedge Agreements and

Secured Cash Management Agreements, and each Guarantor assumes the responsibility for being and keeping informed of the financial condition of the other Credit Parties and of all circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations. Each Guarantor hereby waives and relinquishes any duty on the part of any Secured Party to disclose any matter, fact or thing relating to the business, operations or conditions of the other Credit Parties now known or hereafter known by any Secured Party.

2.12 Rights Cumulative.

The rights, powers and remedies given to the Secured Parties by this Guaranty are cumulative and shall be in addition to and independent of all rights, powers and remedies given to the Secured Parties by virtue of any statute or rule of law or in any of the other Loan Documents, Secured Hedge Agreements or Secured Cash Management Agreements, or any agreement between any Guarantor and any Secured Party or Secured Parties or between any Credit Party and any Secured Party or Secured Parties. Any forbearance or failure to exercise, and any delay by any Secured Party in exercising, any right, power or remedy hereunder shall not impair any such right, power or remedy or be construed to be a waiver thereof, nor shall it preclude the further exercise of any such right, power or remedy.

2.13 Bankruptcy; Post-Petition Interest; Reinstatement of Guaranty.

(a) So long as the Payment in Full of the Secured Obligations has not occurred, no Guarantor shall, without the prior written consent of the Administrative Agent acting pursuant to the instructions of Required Lenders, commence or join with any other Person in commencing any bankruptcy, reorganization or insolvency proceedings against any other Credit Party. The obligations of a Guarantor under this Guaranty shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of any other Credit Party or by any defense which any other Credit Party may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding.

(b) Each Guarantor acknowledges and agrees that any interest on any portion of the Guaranteed Obligations which accrues after the commencement of any proceeding referred to in clause (a) above (or, if interest on any portion of the Guaranteed Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guaranteed Obligations if said proceedings had not been commenced) shall be included in the Guaranteed Obligations because it is the intention of the Guarantors and the Secured Parties that the Guaranteed Obligations should be determined without regard to any rule of law or order which may relieve any Credit Party of any portion of such Guaranteed Obligations. The Guarantors will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or similar person to pay the Administrative Agent, or allow the claim of the Administrative Agent in respect of, any such interest accruing after the date on which such proceeding is commenced.

(c) In the event that all or any portion of the Guaranteed Obligations are paid by the primary obligor of such Guaranteed Obligations, the obligations of the Guarantors hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) are rescinded or recovered directly or indirectly from any Secured Party as a preference, fraudulent transfer or otherwise, and any such payments which are so rescinded or recovered shall constitute Guaranteed Obligations for all purposes under this Guaranty.

2.14 Set Off.

If an Event of Default described in Section 10.1(a), (b), (h) or (i) of the Credit Agreement has occurred and is continuing or, with the consent of the Administrative Agent, if any other Event of Default has occurred and is continuing, in addition to any other rights any Secured Party may have under law or in equity, if any amount shall at any time be due and owing by any Guarantor to any Secured Party under this Guaranty, such Secured Party is authorized at any time or from time to time, without notice (any such notice being hereby expressly waived) to any Guarantor but after obtaining the prior written consent of the Administrative Agent, to set off and to appropriate and to apply any and all deposits (general or special, including indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other indebtedness of such Secured Party owing to such Guarantor and any other property of such Guarantor held by any Secured Party to or for the credit or the account of such Guarantor against and on account of the Guaranteed Obligations and liabilities of such Guarantor to any Secured Party under this Guaranty.

2.15 Discharge of Guaranty Upon Sale of Subsidiary Guarantor.

If any Subsidiary Guarantor shall be released from this Guaranty in accordance with the Loan Documents or with the consent of the requisite Lenders pursuant to Section 12.2 of the Credit Agreement, the guaranty of such Subsidiary Guarantor or such successor in interest, as the case may be, hereunder shall automatically be discharged and released without any further action by any Secured Party or any other Person effective as of the time of such release.

2.16 Representations and Warranties.

Each Guarantor acknowledges and agrees that it is familiar with the Credit Agreement and the representations and warranties applicable to it thereunder. The representations and warranties contained in Article VII of the Credit Agreement, insofar as the representations and warranties contained therein are applicable to any Guarantor and its properties, are true and correct in all material respects (or, to the extent a representation and warranty contains a materiality or Material Adverse Effect qualification, in all respects), and shall be true and correct in all material respects (or, to the extent a representation and warranty contains a materiality or Material Adverse Effect qualification, in all respects) on each day on which such representations and warranties will be repeated in accordance with the Loan Documents (except to the extent they relate to any earlier date in which case such representations and warranties shall have been true and correct in all material respects (or, to the extent a representation and warranty contains a materiality or Material Adverse Effect qualification, in all respects) as of such earlier date), each representation and warranty set forth in Article VII of the

Credit Agreement (insofar as applicable as aforesaid) and all other terms of the Credit Agreement to which reference is made therein, together with all related definitions and ancillary provisions, being hereby incorporated into this Guaranty by this reference as though specifically set forth in this Section 2.16 .

2.17 Covenants.

Each Guarantor acknowledges and agrees that it is familiar with the Credit Agreement and the covenants applicable to it thereunder. Each Guarantor covenants and agrees that, at all times prior to the Termination Date, it will perform, comply with and be bound by all of the agreements, covenants and obligations contained in Articles VIII and IX of the Credit Agreement, which are applicable to such Guarantor, each such agreement, covenant and obligation contained in Articles VIII and IX of the Credit Agreement, together with all related definitions and ancillary provisions, being hereby incorporated into this Guaranty by this reference as though specifically set forth in this Section 2.17 .

2.18 Keepwell . Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Party to honor all of its obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.18 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.18 , or otherwise under this Guaranty, as it relates to such Credit Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.18 shall remain in full force and effect until the Payment in Full of the Secured Obligations. Each Qualified ECP Guarantor intends that this Section 2.18 constitute, and this Section 2.18 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

SECTION 3.
MISCELLANEOUS

3.1 Survival of Warranties.

All agreements, representations and warranties made herein shall survive the execution and delivery of this Guaranty and the other Loan Documents and any increase in the Commitments under the Credit Agreement.

3.2 Notices.

Any communications between the Administrative Agent and any Guarantor and any notices or requests provided herein to be given may be given in accordance with Section 12.1 of the Credit Agreement, to each party hereto at its address set forth in the Credit Agreement, on the signature pages hereof or to such other addresses as each such party may in

writing hereafter indicate. Any notice, request or demand to or upon the Administrative Agent or any Guarantor shall not be effective until received.

3.3 Severability.

In case any provision in or obligation under this Guaranty shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

3.4 Amendments and Waivers.

No amendment, modification, termination or waiver of any provision of this Guaranty, and no consent to any departure by any Guarantor therefrom, shall in any event be effective without the written concurrence of the Administrative Agent and, in the case of any such amendment or modification, each Guarantor. Any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given.

3.5 Headings.

Section headings in this Guaranty are included herein for convenience of reference only and shall not constitute a part of this Guaranty for any other purpose or be given any substantive effect.

3.6 APPLICABLE LAW; RULES OF CONSTRUCTION.

THIS GUARANTY AND ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS GUARANTY AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

3.7 Successors and Assigns.

This Guaranty is a continuing guaranty and shall be binding upon each Guarantor and its respective successors and assigns. This Guaranty shall inure to the benefit of the Secured Parties and their respective successors and assigns. No Guarantor shall assign this Guaranty or any of the rights or obligations of such Guarantor hereunder without the prior written consent of the Administrative Agent (acting at the direction of the Required Lenders). Any Secured Party may, without notice or consent, assign its interest in this Guaranty in whole or in part, provided that any assignee shall be a Secured Party under the Credit Agreement. The terms and provisions of this Guaranty shall inure to the benefit of any transferee or assignee of any Commitments or Loan, and in the event of such transfer or assignment the rights and privileges herein conferred upon such Secured Party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof and the other Loan Documents.

3.8 WAIVER OF JURY TRIAL.

EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS GUARANTY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

3.9 SUBMISSION TO JURISDICTION; WAIVER OF VENUE.

(a) EACH GUARANTOR IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT, ANY OTHER SECURED PARTY, OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS GUARANTY OR THE TRANSACTIONS RELATING HERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY, AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE GUARANTORS IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH GUARANTOR AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS GUARANTY SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY OTHER SECURED PARTY MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS GUARANTY AGAINST ANY GUARANTOR OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

(b) EACH GUARANTOR IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY IN ANY COURT REFERRED TO IN PARAGRAPH (a) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT

PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

3.10 No Other Writing.

This writing is intended by the Guarantors and the Secured Parties as the final expression of this Guaranty and is also intended as a complete and exclusive statement of the terms of their agreement with respect to the matters covered hereby. No course of dealing, course of performance or trade usage, and no parol evidence of any nature, shall be used to supplement or modify any terms of this Guaranty. There are no conditions to the full effectiveness of this Guaranty.

3.11 Further Assurances.

At any time or from time to time, upon the request of the Administrative Agent, each Guarantor shall execute and deliver such further documents and do such other acts and things as the Administrative Agent may reasonably request in order to effect fully the purposes of this Guaranty.

3.12 Counterparts; Effectiveness.

This Guaranty may be executed in any number of counterparts and by the different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original for all purposes; but all such counterparts together shall constitute but one and the same instrument. This Guaranty shall become effective as to each Guarantor upon the execution of a counterpart hereof by such Guarantor (whether or not a counterpart hereof shall have been executed by any other Guarantor) and receipt by the Administrative Agent of written or telephonic notification of such execution and authorization of delivery thereof.

3.13 Administrative Agent as Agent.

(a) The Administrative Agent has been appointed to act as the administrative agent hereunder by the Secured Parties. The Administrative Agent shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action, solely in accordance with this Guaranty and the Loan Documents. In furtherance of the foregoing provisions of this Section 3.13 , each Secured Party, by its acceptance of the benefits hereof, agrees that, except to the extent specifically provided herein, it shall have no right individually to enforce this Guaranty, it being understood and agreed by such Secured Parties that all rights and remedies hereunder may be exercised solely by the Administrative Agent for the benefit of the Secured Parties in accordance with the terms of this Section 3.13 .

(b) The Administrative Agent shall at all times be the same Person that is the Administrative Agent under the Credit Agreement. Written notice of resignation by the Administrative Agent pursuant to the terms of the Credit Agreement shall also

constitute notice of resignation as the Administrative Agent under this Guaranty; removal of the Administrative Agent pursuant to the terms of the Credit Agreement shall also constitute removal as the Administrative Agent under this Guaranty; and appointment of a successor Administrative Agent pursuant to the terms of the Credit Agreement shall also constitute appointment of a successor Administrative Agent under this Guaranty. Upon the acceptance of any appointment as the Administrative Agent under the terms of the Credit Agreement by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent under this Guaranty, and the retiring or removed Administrative Agent under this Guaranty shall promptly (i) transfer to such successor Administrative Agent all sums held hereunder, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under this Guaranty; and (ii) take such other actions as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent of the rights created hereunder, whereupon such retiring or removed Administrative Agent shall be discharged from its duties and obligations under this Guaranty. After any retiring or removed Administrative Agent’s resignation or removal hereunder as the Administrative Agent, the provisions of this Guaranty shall inure to its benefit as to any actions taken or omitted to be taken by it under this Guaranty while it was the Administrative Agent hereunder. In the performance of its duties hereunder, the Administrative Agent shall have all of the rights, benefits, protections, immunities and indemnities afforded to it in the Loan Documents.

3.14 Additional Subsidiary Guarantors . From time to time subsequent to the date hereof to the extent required under the Credit Agreement, additional Domestic Subsidiaries of the Borrower may become parties hereto, as additional Guarantors (each an “ Additional Subsidiary Guarantor ”), by executing a joinder agreement to this Guaranty in the form of Exhibit A attached hereto. Upon delivery of any such joinder agreement to the Administrative Agent, notice of which is hereby waived by each Guarantor, each such Additional Subsidiary Guarantor shall be a Guarantor and shall be as fully a party hereto as if such Additional Subsidiary Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, nor by any election of the Administrative Agent not to cause any Affiliate of the Borrower to become an Additional Subsidiary Guarantor hereunder. This Guaranty shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Guarantor hereunder.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, each of the undersigned Guarantors has caused this Guaranty to be duly executed and delivered by its officer thereunto duly authorized as of the date first written above.

	US ECOLOGY, INC. , a Delaware corporation

	By:
	Name:
	Title:


	AMERICAN ECOLOGY ENVIRONMENTAL SERVICES CORPORATION , a Texas corporation

	By:
	Name:
	Title:


	AMERICAN ECOLOGY RECYCLE CENTER, INC. , a Delaware corporation

	By:
	Name:
	Title:


	US ECOLOGY FIELD SERVICES, INC. , a Delaware corporation

	By:
	Name:
	Title:


	US ECOLOGY IDAHO, INC. , a Delaware corporation

	By:
	Name:
	Title:

[Signature Page to Guaranty]

	US ECOLOGY ILLINOIS, INC. , a California corporation

	By:
	Name:
	Title:


	US ECOLOGY MICHIGAN, INC. , a Michigan corporation

	By:
	Name:
	Title:


	US ECOLOGY NEVADA, INC. , a Delaware corporation

	By:
	Name:
	Title:


	US ECOLOGY TEXAS, INC. , a Delaware corporation

	By:
	Name:
	Title:


	US ECOLOGY WASHINGTON, INC. , a Delaware corporation

	By:
	Name:
	Title:

[ Signature pages continue on next page ]

[Signature Page to Guaranty]

	1045 PENNSYLVANIA AVE, LLC , a New Jersey limited liability company

	By:
	Name:
	Title:


	ALLSTATE POWER VAC, INC. , a New York corporation

	By:
	Name:
	Title:


	ENVIRITE OF ILLINOIS, INC. , a Delaware corporation

	By:
	Name:
	Title:


	ENVIRITE OF OHIO, INC. , a Delaware corporation

	By:
	Name:
	Title:


	ENVIRITE OF PENNSYLVANIA, INC. , a Delaware corporation

	By:
	Name:
	Title:


	ENVIRITE TRANSPORTATION LLC , an Ohio limited liability company

	By:
	Name:
	Title:

[Signature Page to Guaranty]

	EQ ALABAMA, INC. , a Michigan corporation

	By:
	Name:
	Title:


	EQ AUGUSTA, INC. , a Michigan corporation

	By:
	Name:
	Title:


	EQ DETROIT, INC. , a Michigan corporation

	By:
	Name:
	Title:


	EQ FLORIDA, INC. , a Michigan corporation

	By:
	Name:
	Title:


	EQ HOLDINGS, INC. , a Delaware corporation

	By:
	Name:
	Title:


	EQ INDUSTRIAL SERVICES, INC. , a Michigan corporation

	By:
	Name:
	Title:

[Signature Page to Guaranty]

	EQ METALS RECOVERY LLC , an Ohio limited liability company

	By:
	Name:
	Title:


	EQ MOBILE RECYCLING, INC. , a Michigan corporation

	By:
	Name:
	Title:


	EQ NORTHEAST, INC. , a Massachusetts corporation

	By:
	Name:
	Title:


	EQ OKLAHOMA, INC. , a Michigan corporation

	By:
	Name:
	Title:


	EQ PARENT COMPANY, INC. , a Delaware corporation

	By:
	Name:
	Title:


	EQ RESOURCE RECOVERY, INC. , a Michigan corporation

	By:
	Name:
	Title:

[Signature Page to Guaranty]

	EQ THE ENVIRONMENTAL QUALITY COMPANY , a Michigan corporation

	By:
	Name:
	Title:


	MICHIGAN DISPOSAL, INC. , a Michigan corporation

	By:
	Name:
	Title:


	PIPEVISION TECHNOLOGIES LLC , a New York limited liability company

	By:
	Name:
	Title:


	RTF ROMULUS, LLC , a Michigan limited liability company

	By:
	Name:
	Title:


	VAC — ALL SERVICE, INC. , a Michigan corporation

	By:
	Name:
	Title:

[ Signature pages continue on next page ]

[Signature Page to Guaranty]

	WAYNE DISPOSAL, INC. , a Michigan corporation

	By:
	Name:
	Title:


	WAYNE ENERGY RECOVERY, INC. , a Michigan corporation

	By:
	Name:
	Title:

[Signature Page to Guaranty]

EXHIBIT A

to Guaranty

JOINDER AGREEMENT

This JOINDER AGREEMENT , dated as of [ ] , 20 [ ] , is delivered by [NAME OF ADDITIONAL SUBSIDIARY GUARANTOR] a [ ] (the “ Additional Subsidiary Guarantor ”) pursuant to the Guaranty, dated as of June 17, 2014 (as amended, amended and restated, supplemented, or otherwise modified from time to time, the “ Guaranty ”), between Guarantors, as defined therein, in favor of Wells Fargo Bank, National Association, in its capacity as administrative agent (in such capacity, together with its successors and assigns, the “ Administrative Agent ”) for the benefit of the Secured Parties. Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed thereto in the Guaranty.

RECITALS :

WHEREAS, certain of the subsidiaries of US Ecology, Inc., a Delaware corporation (other than the Additional Subsidiary Guarantor), have entered into the Guaranty in favor of the Administrative Agent for the benefit of the Secured Parties;

WHEREAS, the agreements, documents and instruments related to the Guaranteed Obligations require the Additional Subsidiary Guarantor to become a party to the Guaranty; and

WHEREAS, the Additional Subsidiary Guarantor has agreed to execute and deliver this Joinder Agreement in order to become a party to the Guaranty;

NOW, THEREFORE, IT IS AGREED:

1. Guaranty . By executing and delivering this Joinder Agreement, the Additional Subsidiary Guarantor, as provided in Section 3.14 of the Guaranty, hereby becomes a party to the Guaranty as a Guarantor thereunder with the same force and effect as if originally named therein as a Guarantor and, without limiting the generality of the foregoing, hereby expressly guarantees the Guaranteed Obligations and assumes all obligations and liabilities of a Guarantor thereunder. The Additional Subsidiary Guarantor hereby represents and warrants that each of the representations and warranties contained in Section 2.16 of the Guaranty is true and correct on and as the date hereof (after giving effect to this Joinder Agreement) as if made by such Additional Subsidiary Guarantor on and as of such date.

2. Governing Law . THIS JOINDER AGREEMENT AND ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS JOINDER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

[SIGNATURE PAGE FOLLOWS]

Exhibit A to Guaranty - 1

IN WITNESS WHEREOF , the undersigned has caused this Joinder Agreement to be duly executed and delivered as of the date first above written.


	(Name of Additional Subsidiary Guarantor)


	By:
	Name:
	Title:
	Address:

[Exhibit A to Guaranty - Signature Page to Joinder Agreement]

Exhibit 10.4

COLLATERAL AGREEMENT

Made by

EACH OF THE GRANTORS PARTY HERETO

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Administrative Agent

June 17, 2014

TABLE OF CONTENTS

		Page

ARTICLE I DEFINITIONS		2

1.01	Definitions	2

ARTICLE II SECURITY INTEREST		9

2.01	Grant of Security Interest	9
2.02	Certain Limited Exclusions	10

ARTICLE III REPRESENTATIONS AND WARRANTIES		10

3.01	Ownership of Collateral; Absence of Encumbrances and Restrictions	10
3.02	No Required Consent	10
3.03	Security Interest	11
3.04	No Filings By Third Parties	11
3.05	Name; No Name Changes	11
3.06	Location of the Grantors and Collateral	11
3.07	Accounts, Instruments, Equity Interests, Claims and Letter of Credit Rights	11
3.08	Taxpayer and Organizational Identification Number	12
3.09	Pledged Equity Interests; Pledged Debt	12
3.10	Intellectual Property	12
3.11	Special Collateral	14
3.12	Accounts Receivable	14
3.13	Perfection Certificate	15

ARTICLE IV COVENANTS AND AGREEMENTS		15

4.01	Change in Location of Collateral or Grantor	15
4.02	Change in Grantor’s Name or Corporate Structure	15
4.03	Collateral in Possession of Third Parties	15
4.04	Delivery of Collateral	16
4.05	Maintenance of Security Interest	16
4.06	Records and Inspection Rights	16
4.07	Reimbursement of Expenses	16
4.08	Further Assurances	17
4.09	Maintenance of Collateral	18
4.10	Use, Possession and Control of Collateral	18
4.11	Collateral Attached to Other Property	18
4.12	Intellectual Property	18
4.13	Deposit Accounts, Securities Accounts and Commodity Accounts	20
4.14	Pledged Equity Interests, Investment Related Property	20
4.15	[Reserved]	22

4.16	Commercial Tort Claims	22
4.17	Landlord’s Access Agreements; Bailee Letters	22

ARTICLE V RIGHTS, DUTIES AND POWERS OF ADMINISTRATIVE AGENT		22

5.01	Discharge Encumbrances	22
5.02	Licenses and Rights to Use Collateral	22
5.03	Cumulative and Other Rights	22
5.04	Disclaimer of Certain Duties	23
5.05	Modification of Secured Obligations; Other Security	23
5.06	Investment Related Property	24

ARTICLE VI EVENTS OF DEFAULT		24

6.01	Remedies	24
6.02	Attorney-in-Fact	27
6.03	[Reserved]	28
6.04	Liability for Deficiency	28
6.05	Reasonable Notice	28
6.06	Non-judicial Enforcement	28
6.07	Grantors Remain Liable	28

ARTICLE VII MISCELLANEOUS PROVISIONS		29

7.01	Notices	29
7.02	Amendments and Waivers	29
7.03	Reserved	29
7.04	Possession of Collateral	29
7.05	Redelivery of Collateral	29
7.06	Governing Law; Jurisdiction; Waiver of Jury Trial	30
7.07	Continuing Collateral Agreement	30
7.08	Termination	30
7.09	Counterparts; Effectiveness	31
7.10	No Personal Liability of Directors, Officers, Employees and Stockholders	31
7.11	Administrative Agent	31
7.12	Additional Grantors	32
7.13	Acknowledgments and Agreements by Grantors and each issuer of Pledged Equity Interests	32

EXHIBITS

A General Information

B Intellectual Property

C Financing Statements

D Accounts, Pledged Equity Interests, Instruments, Commercial Tort Claims & Letters of Credit

E Form of Collateral Agreement Supplement

F Form of Perfection Certificate

COLLATERAL AGREEMENT

This COLLATERAL AGREEMENT (this “ Agreement ”) is made as of June 17, 2014, by US ECOLOGY, INC., a Delaware corporation (“ Borrower ”), each of the Subsidiaries of Borrower identified as Grantors on the signature pages hereto and each of the Subsidiaries of Borrower party hereto from time to time as an Additional Grantor (as herein defined) (the “ Subsidiary Guarantors ” and, collectively with Borrower, the “ Grantors ”), in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent (together with its successors and assigns in such capacity, the “ Administrative Agent ”), for the benefit of the Secured Parties (as defined below).

W I T N E S S E T H:

A. Borrower intends to enter into that certain Credit Agreement, dated as of the date hereof (as it may be amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), by and among Borrower, each lender from time to time party thereto and Wells Fargo Bank, National Association, as Administrative Agent, Swingline Lender and Issuing Lender;

B. Subject to the terms and conditions of the Credit Agreement, certain Grantors may enter into one or more Secured Hedge Agreements with one or more Hedge Banks and one or more Secured Cash Management Agreements with one or more Cash Management Banks;

C. Each of the Grantors intends to enter into that certain Guaranty, dated as of the date hereof (as it may be amended, restated, supplemented or otherwise modified from time to time, the “ Guaranty Agreement ”), by the Grantors party thereto in favor of the Administrative Agent, pursuant to which the Grantors will guarantee the Guaranteed Obligations (as defined in the Guaranty Agreement);

D. In consideration of the extensions of credit and other accommodations of the Lenders, Hedge Banks and Cash Management Banks as set forth in the Loan Documents, Secured Hedge Agreements and Secured Cash Management Agreements, each Grantor has agreed to secure such Grantor’s Secured Obligations as set forth herein; and

E. It is a condition precedent to the making of the loans and other financial accommodations under the Credit Agreement that each Grantor shall have executed and delivered this Agreement.

NOW THEREFORE , in consideration of the premises and the agreements, provisions and covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Grantor and the Administrative Agent hereby agree as follows:

ARTICLE I

DEFINITIONS

1.01 Definitions . When used herein, (a) the terms Account, As-Extracted Collateral, Certificated Security, Chattel Paper, Commercial Tort Claims, Commodity Account, Deposit Account, Document, Equipment, Farm Products, Financial Asset, Fixture, Goods, Instrument, Inventory, Investment Property, Letter of Credit, Letter of Credit Rights, Manufactured Homes, Record, Securities Account, Security, Security Entitlement, Supporting Obligations and Uncertificated Security have the respective meanings assigned thereto in the Code (as defined below) and if defined in more than one article of the Code shall have the meaning set forth in Article 9 thereof; (b) capitalized terms which are not otherwise defined have the respective meanings assigned thereto in the Credit Agreement; and (c) the following terms have the following meanings (such definitions to be applicable to both the singular and plural forms of such terms):

“ Account Debtor ” means the party who is obligated on or under any Account Receivable, Chattel Paper, Contract Right or General Intangible.

“ Account Receivable ” means any Account, including without limitation any right of a Grantor to payment for goods sold or leased or for services rendered.

“ Additional Grantor ” shall have the meaning assigned in Section 7.12 .

“ Administrative Agent ” shall have the meaning assigned in the preamble hereto.

“ Agreement ” shall have the meaning assigned in the preamble hereto.

“ Borrower ” shall have the meaning assigned in the preamble hereto.

“ Code ” means the Uniform Commercial Code as in effect from time to time in the State of New York; provided that, if by reason of mandatory provisions of law, the perfection or the effect of perfection or non-perfection of the security interests in any Collateral is governed by the Uniform Commercial Code as in effect in any jurisdiction other than the State of New York, “Code” means the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such perfection or the effect of perfection or non-perfection.

“ Collateral ” shall have the meaning assigned in Section 2.01 .

“ Collateral Agreement Supplement ” shall have the meaning assigned in Section 7.12 .

“ Computer Hardware and Software ” means all of a Grantor’s rights (including rights as licensee and lessee) with respect to (i) computer and other electronic data processing hardware, including all integrated computer systems, central processing units, memory units, display terminals, printers, computer elements, card readers, tape drives, hard and soft disk drives, cables, electrical supply hardware, generators, power equalizers, accessories, peripheral devices and other related computer hardware; (ii) all software programs designed for use on the computers and electronic data processing hardware described in clause (i) above, including all

operating system software, utilities and application programs in whatsoever form (source code and object code in magnetic tape, disk or hard copy format or any other listings whatsoever); (iii) any firmware associated with any of the foregoing; and (iv) any documentation for hardware, software and firmware described in clauses (i), (ii) and (iii) above, including flow charts, logic diagrams, manuals, specifications, training materials, charts and pseudo codes.

“ Contract(s) ” means all contracts or other agreements between a Grantor and one or more additional parties.

“ Contract Rights ” means all rights of a Grantor (including, without limitation, all rights to payment) under each Contract.

“ Copyright Licenses ” means all licenses, contracts or other agreements, whether written or oral, naming a Grantor as licensee or licensor and providing for the grant of any right to use or sell any works covered by any Copyright (including, without limitation, all Copyright Licenses set forth in Exhibit B hereto).

“ Copyrights ” means all domestic and foreign copyrights, whether registered or unregistered, including, without limitation, all copyright rights throughout the universe (whether now or hereafter arising) in any and all media (whether now or hereafter developed), in and to all original works of authorship fixed in any tangible medium of expression, acquired or used by a Grantor (including, without limitation, all copyrights described in Exhibit B hereto), all applications, registrations and recordings thereof (including, without limitation, applications, registrations and recordings in the United States Copyright Office or in any similar office or agency of the United States or any other country or any political subdivision thereof), and all reissues, divisions, continuations, continuations in part and extensions or renewals thereof.

“ Credit Agreement ” shall have the meaning assigned in the recitals hereto.

“ Excluded Accounts ” means any (i) Deposit Accounts (x) with a value of less than $100,000 individually and $500,000 in the aggregate (y) used solely as a tax or payroll account, escrow account, trust account, flexible spending benefit account or pension account or (z) that are zero balance accounts, (ii) Securities Accounts or Security Entitlements with a value of less than, or having funds or other assets credited thereto with a value of less than, $100,000 individually and $500,000 in the aggregate and (iii) Commodity Accounts or Commodity Contracts with a value of less than, or having funds or other assets credited thereto with a value of less than, $100,000 individually and $500,000 in the aggregate.

“ Excluded Property ” means (a) any license, permit, or authorization issued by any Governmental Authority, but solely to the extent a security interest in such license, permit or authorization is prohibited under applicable law or under the terms of any such license, permit, or authorization (unless such applicable law or such terms would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Code (or any successor provision or provisions)), provided that the Proceeds (and the rights to Proceeds so long as the rights to Proceeds do not in and of themselves constitute Excluded Property) of any such license, permit or authorization shall constitute Collateral except to the extent prohibited by any applicable law, rule or regulation or the terms of any such license,

permit or authorization, (b) any lease, license, contract or agreement, and any assets or property covered by any of the foregoing, that is pursuant to the terms thereof (but only to the extent permitted under Section 9.10 of the Credit Agreement) or any mandatory provisions of applicable law, prohibited from being pledged as security or create a right of termination in favor of any other party thereto (other than any Grantor) (unless such prohibition would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Code (or any successor provision or provisions)); provided that, with respect to this clause, upon the termination of such prohibitions for any reason whatsoever or in the event such prohibitions are or become unenforceable under applicable law, such foregoing property shall automatically become Collateral hereunder; and provided further that the foregoing exclusions shall not include any Proceeds of any such Excluded Property; (c) any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Lanham Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Lanham Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Lanham Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law; (d) any Equity Interest in any Non-Guarantor Subsidiary except Equity Interests in any First Tier Foreign Subsidiary not in excess of 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treasury Regulation Section 1.956-2(c)(2)) ( provided that the issued and outstanding Equity Interests in such First Tier Foreign Subsidiary not so entitled to vote shall not be excluded under this clause (d)); (e) any motor vehicles and other assets subject to a certificate of title; provided that the Proceeds of any such motor vehicles or other assets that do not in and of themselves constitute Excluded Property shall be included as Collateral; (f) any assets or property subject to Liens permitted under Section 9.2(h) of the Credit Agreement for which the terms of the related Indebtedness prohibit the Liens granted under the Loan Documents or create a right of termination in favor of any other party thereto (other than a Grantor) (unless such terms would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Code (or any successor provision or provisions)) (it being understood and agreed that such property will cease to be Excluded Property immediately and automatically at such time as such prohibitions cease to exist); (g) Deposit Accounts used solely as a tax or payroll account, escrow account, trust account, flexible spending benefit account or pension account; (h) all fee owned and leasehold interests in real property; and (i) any assets as to which the Administrative Agent and Borrower agree that the cost of obtaining a security interest in or perfection thereof are excessive in relation to the benefit to the Secured Parties of the security to be afforded thereby.

“ General Intangibles ” means all of a Grantor’s “general intangibles” as defined in the Code and, in any event, includes (without limitation) all of such Grantor’s trademarks and goodwill of the business relating thereto, trade names, Patents, Copyrights, Trademarks, Trade Secrets, customer lists, inventions, designs, software programs, mask works, registrations, licenses, franchises, tax refund claims, guarantee claims, security interests, rights to indemnification, payment intangibles, all contractual rights and obligations or indebtedness owing to such Grantor from whatever source arising, all things in action, rights represented by judgments, claims arising out of tort and other claims relating to the Collateral (including the right to assert and otherwise be the proper party of interest to commence and prosecute actions),

and all rights in respect of any pension plan or similar arrangement maintained for employees of such Grantor.

“ Grantors ” shall have the meaning assigned in the preamble hereto.

“ Guarantee ” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement conditions or otherwise).

“ Guaranty Agreement ” shall have the meaning assigned in the recitals hereto.

“ Guaranteeing Grantor ” shall have the meaning assigned in Section 7.03 .

“ Insurance ” means (i) all insurance policies covering any or all of the Collateral (regardless of whether the Administrative Agent is the loss payee thereof) and (ii) any key man life insurance policies.

“ Intellectual Property ” means all past, present and future: trade secrets and other proprietary information; Trademarks, service marks, business names, designs, logos, indicia and other source and/or business identifiers, and the goodwill of the business relating thereto and all registrations or applications for registrations which have heretofore been or may hereafter be issued thereon throughout the world; Copyrights (including copyrights for computer programs) and copyright registrations or applications for registrations which have heretofore been or may hereafter be issued throughout the world and all tangible property embodying the copyrights; unpatented inventions (whether or not patentable); patent applications and Patents; industrial designs, industrial design applications and registered industrial designs; books, records, writings, computer tapes or disks, flow diagrams, specification sheets, source codes, object codes and other physical manifestations, embodiments or incorporations of any of the foregoing; the right to sue for all past, present and future infringements of any of the foregoing; and all common law and other rights throughout the world in and to all of the foregoing.

“ Intellectual Property Security Agreements ” means the intellectual property security agreements, and any supplements thereto, executed by each of the Grantors and delivered herewith.

“ Investment Accounts ” means the Securities Accounts, Commodity Accounts and Deposit Accounts.

“ Investment Related Property ” means: (i) all “investment property” (as such term is defined in Article 9 of the Code) and (ii) all of the following (regardless of whether classified as investment property under the Code): all Pledged Equity Interests, Pledged Debt, Investment Accounts and certificates of deposit.

“ Laws ” means all applicable provisions of constitutions, laws, statutes, ordinances, rules, treaties, regulations, permits, licenses, binding government approvals, binding written

government interpretations and orders of courts or Governmental Authorities and all orders and decrees of all courts and arbitrators.

“ Licensed Intellectual Property ” shall have the meaning assigned in Section 3.10(a) .

“ Licenses ” means, collectively, the Copyright Licenses, the Trademark Licenses, the Patent Licenses and the Trade Secret Licenses.

“ Material Intellectual Property ” shall mean Intellectual Property owned by a Grantor, or licensed by a Grantor pursuant to a License, included in the Collateral that is material to the business of a Grantor or is otherwise of material value.

“ Obligor ” means any Person liable (whether directly or indirectly, primarily or secondarily) for the payment or performance of any of the Secured Obligations whether as maker, co-maker, endorser, guarantor, accommodation party, general partner or otherwise.

“ Other Obligor ” means, with respect to any Grantor, each Obligor other than such Grantor.

“ Patent Licenses ” means all licenses, contracts or other agreements, whether written or oral, naming such Grantor as licensee or licensor and providing for the grant of any right to manufacture, use or sell any invention covered by any Patent (including, without limitation, all Patent Licenses set forth in Exhibit B hereto).

“ Patents ” means all domestic and foreign letters patent, design patents, utility patents, industrial designs, inventions, trade secrets, ideas, concepts, methods, techniques, processes, proprietary information, technology, know-how, formulae, rights of publicity and other general intangibles of like nature, now existing or hereafter acquired (including, without limitation, all domestic and foreign letters patent, design patents, utility patents, industrial designs, inventions, trade secrets, ideas, concepts, methods, techniques, processes, proprietary information, technology, know-how and formulae described in Exhibit B hereto), all applications, registrations and recordings thereof (including, without limitation, applications, registrations and recordings in the United States Patent and Trademark Office, or in any similar office or agency of the United States or any other country or any political subdivision thereof), and all reissues, divisions, continuations, continuations in part and extensions or renewals thereof.

“ Payment in Full of the Secured Obligations ” shall have the meaning assigned to “payment in full” in Section 1.2 of the Credit Agreement. The expressions “payment in full,” “paid in full” and any other similar terms or phrases when used herein or in any other document with respect to the Secured Obligations shall have the correlative meanings.

“ Perfection Certificate ” means the certificate substantially in the form of Exhibit F dated as of the date hereof and delivered by the Grantors to the Administrative Agent.

“ Permits ” means any and all actions, approvals, certificates, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights, registrations or licenses of or from any Governmental Authority.

“ Pledged Debt ” means all indebtedness for borrowed money owed to a Grantor, whether or not evidenced by any Instrument, including, without limitation, all indebtedness described on Exhibit D under the heading “Pledged Debt” (as such exhibit may be amended or supplemented from time to time), issued by the obligors named therein, the instruments, if any, evidencing such any of the foregoing, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing.

“ Pledged Equity Interests ” means all Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests and any other participation or interests in any equity or profits of any business entity.

“ Pledged LLC Interests ” means all interests in any limited liability company and each series thereof including, without limitation, all limited liability company interests listed on Exhibit D under the heading “Pledged LLC Interests” (as such exhibit may be amended or supplemented from time to time) and the certificates, if any, representing such limited liability company interests and any interest of a Grantor on the books and records of such limited liability company or on the books and records of any securities intermediary pertaining to such interest and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such limited liability company interests and all rights to any capital account of the related limited liability company interests and all rights as a member of the related limited liability company including all of a Grantor’s aggregate rights in any limited liability company and each series thereof howsoever characterized or arising, including, without limitation, (i) the right to a share of the profits and losses of the limited liability company, (ii) the right to receive distributions from the limited liability company, and (iii) the right to vote and participate in the management of the limited liability company.

“ Pledged Partnership Interests ” means all interests in any general partnership, limited partnership, limited liability partnership or other partnership including, without limitation, all partnership interests listed on Exhibit D under the heading “Pledged Partnership Interests” (as such exhibit may be amended or supplemented from time to time) and the certificates, if any, representing such partnership interests and any interest of a Grantor on the books and records of such partnership or on the books and records of any securities intermediary pertaining to such interest and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such partnership interests and all rights to any capital account of the related partnership interests and all rights as a partner of the related partnership including all of a Grantor’s aggregate rights in any partnership and each series thereof howsoever characterized or arising, including, without limitation, (i) the right to a share of the profits and losses of the partnership, (ii) the right to receive distributions from the partnership, and (iii) the right to vote and participate in the management of the partnership.

“ Pledged Stock ” means all shares of capital stock owned by a Grantor, including, without limitation, all shares of capital stock described on Exhibit D under the heading “Pledged Stock” (as such exhibit may be amended or supplemented from time to time), and the certificates, if any, representing such shares and any interest of a Grantor in the entries on the books of the issuer of

such shares or on the books of any securities intermediary pertaining to such shares, and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares.

“ Proceeds ” means: (i) all “proceeds” as defined in Article 9 of the Code; and (ii) shall include all dividends, payments or distributions made with respect to any Investment Related Property and whatever is receivable or received when Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary (in each case, regardless of whether characterized as proceeds under the Code).

“ Registered Intellectual Property ” shall have the meaning assigned in Section 3.10(a) .

“ Securities Act ” means the Securities Act of 1933, as amended.

“ Subsidiary Guarantor ” shall have the meaning assigned in the recitals hereto.

“ Trade Secret Licenses ” means all licenses, contracts or other agreements, whether written or oral, naming a Grantor as licensee or licensor and providing for the grant of any right to use or sell any works covered by any Trade Secret (including, without limitation, all Trade Secret Licenses set forth in Exhibit B hereto).

“ Trade Secrets ” means all domestic and foreign trade secrets and all other confidential or proprietary information and know-how whether or not such Trade Secret has been reduced to a writing or other tangible form, including all documents and things embodying, incorporating, or referring in any way to such Trade Secret.

“ Trademark Licenses ” means all licenses, contracts or other agreements, whether written or oral, naming a Grantor as licensor or licensee and providing for the grant of any right concerning any Trademark, together with any goodwill connected with and symbolized by any such trademark licenses, contracts or agreements and the right to prepare for sale or lease and sell or lease any and all inventory now or hereafter owned by a Grantor and now or hereafter covered by such licenses (including, without limitation, all Trademark Licenses described in Exhibit B hereto).

“ Trademarks ” means all domestic and foreign trademarks, service marks, collective marks, certification marks, trade names, business names, d/b/a’s, Internet domain names, trade styles, designs, logos and other source or business identifiers and all general intangibles of like nature, now or hereafter owned, adopted, acquired or used by a Grantor (including, without limitation, all domestic and foreign trademarks, service marks, collective marks, certification marks, trade names, business names, d/b/as, Internet domain names, trade styles, designs, logos and other source or business identifiers described in Exhibit B hereto), all applications, registrations and recordings thereof (including, without limitation, applications, registrations and recordings in the United States Patent and Trademark Office or in any similar office or agency of the United States, any state thereof or any other country or any political subdivision thereof), and all reissues, extensions or renewals thereof, together with all goodwill of the business symbolized by such marks and all customer lists, formulae and other Records of such Grantor

relating to the distribution of products and services in connection with which any of such marks are used.

ARTICLE II

SECURITY INTEREST

2.01 Grant of Security Interest . As security for the prompt and complete payment and performance of the Secured Obligations, each Grantor hereby grants to the Administrative Agent, for the benefit of the Secured Parties, a security interest in and continuing lien on all of such Grantor’s right, title and interest in, to and under the following personal property of such Grantor, in each case whether now or hereafter existing or in which any Grantor now has or hereafter acquires an interest and wherever the same may be located (collectively, but exclusive of any Excluded Property, the “ Collateral ”):

(i) Accounts Receivable;

(ii) Certificated Securities;

(iii) Chattel Paper;

(iv) Computer Hardware and Software and all rights with respect thereto, including, any and all licenses, options, warranties, service contracts, program services, test rights, maintenance rights, support rights, improvement rights, renewal rights and indemnifications, and any substitutions, replacements, additions or model conversions of any of the foregoing;

(v) all Contracts, together with all Contract Rights arising thereunder;

(vi) Documents;

(vii) General Intangibles;

(viii) Goods (including all of its Equipment, Fixtures and Inventory) and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor;

(ix) Instruments;

(x) Insurance;

(xi) Intellectual Property, including without limitation all Copyrights, Patents, Trademarks and Trade Secrets, and all Licenses;

(xii) Investment Related Property (including without limitation, Deposit Accounts);

(xiii) Letters of Credit and Letter of Credit Rights;

(xiv) money (of every jurisdiction whatsoever);

(xv) Commercial Tort Claims to the extent specifically identified and the proceeds of any litigation, arbitration or similar proceeding;

(xvi) Uncertificated Securities; and

(xvii) Supporting Obligations;

together with all books, records, writings, databases, information and other property relating to, used or useful in connection with, or evidencing, embodying, incorporating or referring to any of the foregoing, and all Proceeds, products, offspring, rents, issues, profits and returns of and from any of the foregoing.

2.02 Certain Limited Exclusions . Notwithstanding anything herein to the contrary, but subject to the last sentence of this Section 2.02 , in no event shall the security interest granted under Section 2.01 attach to any Excluded Property. Notwithstanding the foregoing, all Proceeds and rights to Proceeds (so long as the rights to Proceeds do not in and of themselves constitute Excluded Property) of the Excluded Property shall constitute Collateral hereunder and shall be included within the property and assets over which a security interest is granted under Section 2.01 except to the extent specifically provided in the definition of Excluded Property.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

In order to induce the Administrative Agent and the Secured Parties to accept this Agreement, each Grantor represents and warrants to the Administrative Agent (which representations and warranties will survive the creation of the Secured Obligations), that:

3.01 Ownership of Collateral; Absence of Encumbrances and Restrictions . Such Grantor is the sole legal and beneficial owner of the Collateral purported to be owned by it holding good and indefeasible title to the same, free and clear of all Liens except for Permitted Liens, and such Grantor has full right, power and authority to grant a security interest in such Collateral to the Administrative Agent (subject to any restrictions permitted under Section 9.10(a) of the Credit Agreement).

3.02 No Required Consent . Except for such authorizations, consents or approvals previously obtained and in effect, no authorization, consent, approval or other action by, and no notice to or filing with, any Governmental Authority or other Person is necessary or required for (i) the due execution, delivery and performance by such Grantor of this Agreement, (ii) the grant by such Grantor of the security interest granted by this Agreement, (iii) the perfection or maintenance of such security interest (including the first priority nature thereof (subject in priority to Permitted Liens)) (other than the filing of financing statements and the other documents required to perfect or maintain the perfection of the Liens granted hereby) or (iv) the exercise by the Administrative Agent of its rights and remedies under this Agreement, except as

may be required by federal or state securities laws or antitrust laws (in connection with the disposition of the Collateral).

3.03 Security Interest . The grant of the security interest in and Lien on the Collateral pursuant to this Agreement creates a valid and continuing security interest in and Lien on the Collateral in favor of the Administrative Agent for the benefit of the Secured Parties, enforceable against such Grantor (except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal Debtor Relief Laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remedies) and, upon the filing of financing statements attached hereto as Exhibit C in the filing office for the locations of the Collateral and the Grantors that are on Exhibit A hereof, the security interests granted hereby which can be perfected by the filing of financing statements will be perfected, prior to all other Liens except Permitted Liens, and securing payment and performance of the Secured Obligations.

3.04 No Filings By Third Parties . Other than any financing statement or other public notice or recording naming the Administrative Agent as secured party therein on behalf of the Secured Parties or financing statements with respect to Permitted Liens, no financing statement or other public notice or recording covering the Collateral is on file in any public office and such Grantor has not signed and will not sign, any document or agreement authorizing the filing of any such financing statement or other public notice or recording prior to Payment in Full of the Secured Obligations.

3.05 Name; No Name Changes . The name of such Grantor set forth on Exhibit A hereto is the true and correct full legal name of such Grantor, and, except as described on Exhibit A hereto, such Grantor has not, during the preceding five (5) years, entered into any contract, agreement, security instrument or other document using a name other than, or been known by or otherwise used any name other than, the name used by such Grantor herein.

3.06 Location of the Grantors and Collateral . As of the date hereof (or, if later, the date of the most recent supplement to the Perfection Certificate delivered pursuant to Section 8.2(i) of the Credit Agreement), Grantor’s chief executive office, principal place of business, the locations of such Grantor’s records concerning Collateral and each location at which such Grantor maintains Inventory, Goods and Equipment having a fair market value in excess of $500,000 for such location are set forth on Exhibit A hereto. Except as set forth on Exhibit A hereto as of the date hereof (or, if later, the date of the most recent supplement to the Perfection Certificate delivered pursuant to Section 8.2(i) of the Credit Agreement), none of the Inventory, Good or Equipment that is included in the Collateral having a fair market value in excess of $500,000 (per issuer, bailee or warehouseman, as applicable) is in the possession of an issuer of a Negotiable Document therefor or is otherwise in the possession of any bailee or warehouseman.

3.07 Accounts, Instruments, Equity Interests, Claims and Letter of Credit Rights . Exhibit D hereto sets forth, as of the date hereof (or, if later, the date of the most recent supplement to the Perfection Certificate delivered pursuant to Section 8.2(i) of the Credit Agreement), under the appropriate headings all of such Grantor’s: (1) Deposit Accounts, (2) Securities Accounts, (3) Pledged Equity Interests (4) Instruments (5) Commercial Tort Claims

and (6) Letter of Credit Rights for letters of credit. Except as set forth on Exhibit D hereto, such Grantor is the sole entitlement holder or customer of each such account, and no Grantor has consented to or is otherwise aware of any Person other than the Administrative Agent having control within the meaning of Section 9-104 or Section 9-106 of the Code, as applicable, over any such Securities Account or Deposit Account or any Collateral held or deposited therein, in each case in which such Grantor has an interest.

3.08 Taxpayer and Organizational Identification Number . The federal taxpayer identification number, and state of formation or incorporation organizational identification number, if any, of each Grantor are set forth on Exhibit A hereto.

3.09 Pledged Equity Interests; Pledged Debt .

(a) Such Grantor is the record and beneficial owner of such Grantor’s Pledged Equity Interests free of all Liens, rights or claims of other Persons (except for the Liens in favor of the Administrative Agent under the Loan Documents and Permitted Liens) and, as of the date hereof, there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any of the Pledged Equity Interests. All the shares of the Pledged Equity Interests have been duly authorized and validly issued, are fully paid and nonassessable (to the extent such concepts are applicable to issuers that are corporations) and represent the legal, valid and binding obligation of the issuers thereof, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principals of equity, regardless of whether considered in a proceeding in equity or at law.

(b) Each item of Pledged Debt has (or solely with respect to issuers that are not Grantors or Subsidiaries of such Grantors, to such Grantor’s knowledge) been duly authorized, authenticated or issued, and delivered and is the legal, valid and binding obligation of the issuers thereof enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principals of equity, regardless of whether considered in a proceeding in equity or at law. All of the issued and outstanding intercompany indebtedness evidenced by an instrument or certificated security of the respective issuers or obligors thereof owing to such Grantor constitutes Pledged Debt.

3.10 Intellectual Property .

(a) Exhibit B lists all Material Intellectual Property which is (i) registered with a Governmental Authority or is the subject of an application for registration, in each case which is owned by such Grantor in its own name on the date hereof (collectively, the “ Registered Intellectual Property ”), or (ii) used by such Grantor pursuant to a License, other than agreements for non-customized software that are commercially available on reasonable terms to the public (the “ Licensed Intellectual Property ”), in which case Exhibit B shall also list the applicable License. Except as set forth in Exhibit B (as such exhibit may be amended or supplemented from time to time), such Grantor is the exclusive owner of the entire and unencumbered right, title and interest in and to all such Registered Intellectual Property, and is entitled to use all such

Licensed Intellectual Property subject only to the license terms of the licensing or franchise agreements referred to in paragraph (c) below and Permitted Liens. To the Grantor’s knowledge, such Grantor has the right to use all Intellectual Property which it uses in its business except as could not reasonably be expected to have a Material Adverse Effect. Except as set forth in Exhibit B (as such exhibit may be amended or supplemented from time to time), such Grantor has made all filings and recordations necessary to record its ownership interest in its Registered Intellectual Property.

(b) Except as set forth on Exhibit B , all Registered Intellectual Property is unexpired and has not been abandoned. To the Grantor’s knowledge, all owned Material Intellectual Property is valid and enforceable except as could not reasonably be expected to have a Material Adverse Effect. To the Grantor’s knowledge, neither the operation of such Grantor’s business as currently conducted nor the use of any Intellectual Property in connection therewith infringes, misappropriates, dilutes, misuses or otherwise violates the Intellectual Property rights of any other Person except as could not reasonably be expected to have a Material Adverse Effect.

(c) Except as set forth in Exhibit B , on the date hereof (i) none of the Material Intellectual Property owned or licensed by such Grantor is the subject of any licensing or franchise agreement pursuant to which such Grantor is the licensor or franchisor (other than licensing or franchise agreements granted to suppliers, distributors or customers in the ordinary course of business) and (ii) there are no other agreements, settlements, consents, obligations, orders, injunctions, decrees or judgments, covenants not to sue, non-assertion assurances or releases to which the Grantor is a party which could reasonably be expected to have a Material Adverse Effect on the validity or enforceability or such Grantor’s use of any Material Intellectual Property owned by such Grantor, it being understood that Grantor’s rights to use Intellectual Property pursuant to any Licenses are governed by the terms of the related Licenses and therefore such terms shall not be considered to have a Material Adverse Effect.

(d) To the knowledge of such Grantor, with respect to each License of Material Intellectual Property that is used in the operation of such Grantor’s business (other than agreements for non-customized software that are commercially available on reasonable terms to the public): (A) such License is valid, binding, enforceable and in full force and effect; (B) such Grantor has not received any notice of termination or cancellation under such License; (C) such Grantor has not received any notice of a breach or default under such License, which breach or default has not been cured; (D) neither such Grantor nor any other party to such License is in breach or default thereof in any material respect, and no event has occurred that, with notice or lapse of time or both, would constitute such a breach or default or permit termination, modification or acceleration under such License, in each case except as could not reasonably be expected to have a Material Adverse Effect.

(e) Except as set forth in Exhibit B , no holding, decision or judgment has been rendered by any Governmental Authority in the United States, Canada or in any other major market in which such Grantor currently operates business that would materially limit or cancel the validity or enforceability of, or such Grantor’s rights in, any Material Intellectual Property owned by such Grantor.

(f) Except as set forth in Exhibit B , no action or proceeding is pending, or, to such Grantor’s knowledge, threatened against any Grantor, on the date hereof (i) seeking to limit, cancel or question the validity, enforceability, scope, registration, ownership or use of any Registered Intellectual Property other than in non-final office actions issued in the course of prosecution of applications for registration, or (ii) alleging that the conduct of such Grantor’s business infringes, misappropriates, dilutes, or otherwise violates any Intellectual Property rights of any other Person, in each case except as could not reasonably be expected to have a Material Adverse Effect. To such Grantor’s knowledge, no Person has been or is engaging in any activity that infringes, misappropriates, dilutes, or otherwise violates Intellectual Property rights of such Grantor, in each case except as could not reasonably be expected to have a Material Adverse Effect.

(g) Except as set forth in Exhibit B , such Grantor has, consistent with industry practices and as determined in its reasonable business judgment, performed all acts and has paid all required renewal, maintenance and other fees and taxes required to maintain each and every item of Registered Intellectual Property that is Material Intellectual Property in full force and effect. Such Grantor has been using, consistent with industry standards and as determined in its reasonable business judgment, appropriate statutory notices of registration in connection with its use of registered Trademarks, proper marking practices in connection with its use of Patents, and appropriate notice of copyright in connection with its publication of Copyrights, in each case to the extent such Trademarks, Patents and Copyrights constitute Material Intellectual Property, except to the extent the failure to do so could not be reasonably expected to result in a Material Adverse Effect.

(h) To the Grantor’s knowledge, none of the Trade Secrets that constitute Material Intellectual Property of such Grantor has been unlawfully used, divulged, disclosed or misappropriated to the detriment of such Grantor for the benefit of any other Person. Such Grantor has taken commercially reasonable steps to protect the confidentiality of its Trade Secrets consistent with industry standards.

(i) Such Grantor controls, to the extent possible, the nature and quality of all material products sold and all material services rendered under or in connection with all Trademarks of such Grantor that are Material Intellectual Property, in each case consistent with industry standards.

3.11 Special Collateral . None of the Collateral constitutes, or is the Proceeds of, (1) Farm Products, (2) As-Extracted Collateral, (3) Manufactured Homes, (4) timber to be cut, (5) health care insurance receivables or (6) aircraft, aircraft engines, satellites or ships.

3.12 Accounts Receivable . Each Account Receivable that is included in the Collateral (i) to such Grantor’s knowledge, is the legal, valid and binding obligation of the Account Debtor in respect thereof, representing an unsatisfied obligation of such Account Debtor, (ii) to such Grantor’s knowledge, is enforceable in accordance with its terms, subject to the applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law, (iii) that is material to the conduct of the business of such Grantor, is not subject to any setoffs, defenses, taxes or counterclaims (except for setoffs,

defenses, taxes or counterclaims in accordance with the Credit Agreement, Permitted Liens and refunds, returns, and allowances in the ordinary course of business, or that are currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided for on the books of such Grantor) and (iv) is and will be in compliance with all applicable laws and regulations except to the extent such non-compliance could not reasonably be expected to result in a Material Adverse Effect.

3.13 Perfection Certificate . Each supplement to the Perfection Certificate delivered pursuant to Section 8.2(i) of the Credit Agreement shall be deemed to supplement the Exhibits hereto effective as of the date of delivery of such supplement to the Administrative Agent.

ARTICLE IV

COVENANTS AND AGREEMENTS

Each Grantor will at all times comply with the covenants and agreements contained in this Article IV , from the date hereof and until the Payment in Full of the Secured Obligations:

4.01 Change in Location of Collateral or Grantor . Such Grantor will not change the location of such Grantor’s chief executive office, principal place of business, location of such Grantor’s records concerning the Collateral or location of any tangible Collateral with fair market value in excess of $500,000 unless such Grantor gives the Administrative Agent at least ten (10) Business Days prior written notice thereof (or such shorter period as agreed to by the Administrative Agent) and shall have delivered to the Administrative Agent such new financing statements or other documentation as may be reasonably necessary or required by the Administrative Agent to ensure the continued perfection and priority of its security interest in the Collateral.

4.02 Change in Grantor’s Name or Corporate Structure . Without limiting any prohibition or restrictions set forth in the Credit Agreement or other Loan Documents, such Grantor will not change its name, identity, state of organization, organizational identification number, tax identification number or corporate structure (including, without limitation, any merger, consolidation or sale of substantially all of its assets) unless such Grantor shall have given the Administrative Agent at least ten (10) Business Days prior written notice thereof and shall have delivered to the Administrative Agent such new financing statements or other documentation as may be reasonably necessary or required by the Administrative Agent to ensure the continued perfection and priority of its security interest in the Collateral.

4.03 Collateral in Possession of Third Parties . If any Collateral with an aggregate fair market value in excess of $500,000 is at any time in the possession or control of any warehouseman, bailee, agent or independent contractor, such Grantor shall notify such Person of the Administrative Agent’s security interest in such Collateral. Upon the Administrative Agent’s reasonable request, such Grantor shall instruct any such Person to hold all such Collateral for the Administrative Agent’s account subject to such Grantor’s instructions, or, if an Event of Default shall have occurred and be continuing, subject to the Administrative Agent’s instructions.

4.04 Delivery of Collateral . Such Grantor will deliver each letter of credit having a face amount in excess of $500,000 individually, if any, included in the Collateral to the Administrative Agent, in each case forthwith upon receipt by or for the account of such Grantor and shall use commercially reasonable efforts to cause the issuer of such letter of credit to consent to the assignment of proceeds of such letter of credit to the Administrative Agent. After the occurrence and during the continuance of an Event of Default and upon the request of the Administrative Agent, if any Collateral becomes evidenced by a promissory note, trade acceptance, tangible Chattel Paper or any other instrument for the payment of money (other than checks or drafts in payment of Collateral collected by such Grantor in the ordinary course of business prior to notification by the Administrative Agent under Section 6.01(g) ), such Grantor will immediately deliver such instrument or Chattel Paper to the Administrative Agent appropriately endorsed without reservation and, regardless of the form of presentment, demand, notice of dishonor, protest and notice of protest with respect thereto, such Grantor will remain liable thereon as an endorser until such instrument is paid in full. In addition, such Grantor shall contemporaneously herewith (or, with respect to after acquired property, promptly after acquisition thereof) deliver to the Administrative Agent all instruments having a face amount in excess of $500,000 individually and all certificated securities in each case duly endorsed in blank or accompanied by transfer powers duly endorsed in blank.

4.05 Maintenance of Security Interest . Each Grantor shall maintain the security interest of the Administrative Agent hereunder in all of such Grantor’s Collateral as a valid, perfected, first priority Lien (subject in priority only to Permitted Liens), except, with respect to perfection only, (i) Excluded Accounts and (ii) letter of credit rights not constituting supporting obligations.

4.06 Records and Inspection Rights . Each Grantor shall keep accurate and complete (in all material respects) records of the Collateral (including proceeds thereof).

4.07 Reimbursement of Expenses . Each Grantor hereby assumes all liability for the Collateral, the security interests created hereunder and any use, possession, maintenance, management, enforcement or collection of any or all of the Collateral. Each Grantor agrees, on a joint and several basis, to indemnify and hold the Administrative Agent harmless from and against and covenants to defend the Administrative Agent against any and all losses, damages, claims, costs, penalties, liabilities and reasonable expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of one primary counsel and appropriate local or special counsel, if reasonably necessary), incurred because of, incident to, or with respect to the Collateral (including, without limitation, any use, possession, maintenance or management thereof, or any injuries to or deaths of Persons or damage to property), except to the extent that such losses, damages, claims, costs, penalties, liabilities and reasonable expenses (a) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Administrative agent or (b) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from a material breach by the Administrative Agent of its obligations under the Loan Documents. All amounts for which any Grantor is liable pursuant to this Section 4.07 shall be due and payable by such Grantor to the Administrative Agent within ten (10) Business Days of demand therefor. If such Grantor fails to make such payment within such ten (10) Business Day period (or if demand is not made due to an injunction or stay arising from bankruptcy or other

proceedings) and the Administrative Agent pays such amount, the same shall be due and payable by such Grantor to the Administrative Agent, plus interest thereon from the date of the Administrative Agent’s demand (or from the date of the Administrative Agent’s payment if demand is not made due to such proceedings) at the rate determined in accordance with Section 5.1(b) of the Credit Agreement.

4.08 Further Assurances . Each Grantor agrees that from time to time, at the expense of such Grantor, it shall promptly execute and deliver all further instruments and documents and take all further action that may be necessary or desirable, or that the Administrative Agent may reasonably request, in order to create and/or maintain the validity, perfection or priority of and protect any security interest granted or purported to be granted hereby or to enable the Administrative Agent to exercise and enforce its rights and remedies hereunder in respect of any Collateral. Without limiting the generality of the foregoing, each Grantor shall, (a) correct any material defect or error that may be discovered in any Loan Document or in the execution, acknowledgment, filing or recordation thereof, and (b) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent may reasonably require from time to time in order to (i) carry out more effectively the purposes of the Loan Documents, (ii) to the fullest extent permitted by applicable law, subject such Grantor’s properties, assets, rights or interests that are required to become Collateral to the Liens now or hereafter intended to be covered by any of the Loan Documents, (iii) perfect and maintain the validity, effectiveness and priority of any of the Loan Documents and any of the Liens intended to be created thereunder and (iv) assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively unto the Secured Parties the rights granted or now or hereafter intended to be granted to the Secured Parties under any Loan Document or under any other instrument executed in connection with any Loan Document to which such Grantor or any of its Subsidiaries is or is to be a party, and cause each of its Subsidiaries to do so. Each Grantor hereby authorizes the Administrative Agent to file a Record or Records, including, without limitation, financing or continuation statements, Intellectual Property Security Agreements and amendments and supplements to any of the foregoing, in any jurisdictions and with any filing offices as the Administrative Agent may determine, in its reasonable discretion, are necessary or advisable to perfect or otherwise protect the security interest granted to the Administrative Agent herein. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as the Administrative Agent may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the Collateral granted to the Administrative Agent herein, including, without limitation, describing such property as “all assets, whether now owned or hereafter acquired, developed or created” or words of similar effect. Each Grantor shall furnish to the Administrative Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Administrative Agent may reasonably request, all in reasonable detail. Notwithstanding anything to the contrary contained herein or in the Code but without limiting the rights and authorizations of the Administrative Agent hereunder, the Administrative Agent shall not be obligated to (i) prepare, record, file, re-record, or re-file any financing statement, perfection statement, continuation statement or other instrument in any public office or otherwise ensure the perfection or maintenance of any security interest granted pursuant to, or contemplated by, any Loan Document, (ii) take any necessary steps to preserve rights against any parties with respect

to any Collateral, or (iii) take any action to protect against any diminution in value of the Collateral.

4.09 Maintenance of Collateral . Each Grantor shall (a) maintain, preserve and protect all of the material Collateral reasonably necessary in the operation of its business in good working order and condition, ordinary wear and tear, obsolescence and condemnation excepted; (b) make all reasonably necessary repairs thereto and renewals and replacements thereof; and (c) use the standard of care typical in the industry in the operation and maintenance of the Collateral, except in each case where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

4.10 Use, Possession and Control of Collateral . Such Grantor will not use any Collateral in violation in any material respect of any Law, or suffer it to be so used, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. Such Grantor shall procure and maintain in effect all Permits that are necessary to the ownership, use or possession of the Collateral, except to the extent the failure to procure and maintain such Permits could not reasonably be expected to result in a Material Adverse Effect.

4.11 Collateral Attached to Other Property . In the event that the Collateral may be considered attached or affixed to any immovable (real) property, such Grantor hereby agrees that this Agreement may be filed for record in any appropriate records as a financing statement which is a fixture filing. In connection therewith, such Grantor will take whatever reasonable action is required by Section 4.08 . If such Grantor is not the record owner of such immovable (real) property, such Grantor will provide the Administrative Agent with any additional security agreements or financing statements reasonably requested by the Administrative Agent or required by applicable law for the perfection of the Administrative Agent’s security interest in the Collateral. If the Collateral is wholly or partly affixed to the immovable (real) property or installed in or affixed to other goods and such Collateral has an aggregate fair market value in excess of $500,000, such Grantor will, on demand of the Administrative Agent, use its commercially reasonable efforts to furnish the Administrative Agent with landlord’s waivers, signed by all Persons having an interest in the immovable (real) property or other goods to which the Collateral may have become affixed, permitting the Administrative Agent to have access to the Collateral at all reasonable times and granting the Administrative Agent a reasonable period of time in which to remove the Collateral after the occurrence and during the continuance of an Event of Default.

4.12 Intellectual Property . Such Grantor will exercise promptly and diligently each and every right which it may have under each material License (other than any right of termination) and will duly perform and observe in all respects all of its obligations under each material License and will take all action necessary to maintain the material Licenses in full force and effect, in each case, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, provided that nothing set forth herein shall be construed to permit a change of business practice or trade dress that otherwise requires consent hereunder or under the Loan Documents. Such Grantor will not cancel, terminate, amend or otherwise modify

in any respect, or waive any provision of, any License, except as could not reasonably be expected to cause a Material Adverse Effect. Such Grantor has duly executed and delivered one or more Intellectual Property Security Agreements covering all Intellectual Property reasonably necessary for the operation of such Grantor’s business as of the date hereof. Such Grantor (either itself or through licensees) will, and will cause each licensee thereof to, take all action necessary to maintain all of the Intellectual Property in full force and effect, including, without limitation, using the proper statutory notices and markings and using the Trademarks on each applicable trademark class of goods in order to so maintain such Trademarks in full force, free from any claim of abandonment for non-use, and such Grantor will not (nor permit any licensee thereof to) do any act or knowingly omit to do any act whereby any such Intellectual Property may become invalidated, in each case, except as could not reasonably be expected to have a Material Adverse Effect. Such Grantor will cause to be taken all necessary or advisable steps in any proceeding before the United States Patent and Trademark Office and the United States Copyright Office or any similar office or agency in any other country or political subdivision thereof to maintain each registration of the owned Material Intellectual Property, including, without limitation, filing of renewals, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and payment of maintenance fees, filing fees, taxes or other governmental fees, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect. If any owned Material Intellectual Property is infringed, misappropriated, diluted or otherwise violated in any material respect by a third party, such Grantor shall (x) upon obtaining knowledge of such infringement, misappropriation, dilution or other violation, promptly notify the Administrative Agent and (y) to the extent such Grantor shall deem appropriate under the circumstances, promptly sue for infringement, misappropriation, dilution or other violation, seek injunctive relief where appropriate and recover any and all damages for such infringement, misappropriation, dilution or other violation, or take such other actions as such Grantor shall deem appropriate under the circumstances to protect such Intellectual Property, in each case, except as the failure to do so could not reasonably be expected to have a Material Adverse Effect. Such Grantor shall as soon as reasonably practicable after creation or consummation thereof (and in any event no later than the dates that any supplements to the Perfection Certificate are to be delivered pursuant to the Credit Agreement) furnish to the Administrative Agent statements, schedules and reports (which shall constitute supplements to the exhibits to this Agreement) identifying and describing Material Intellectual Property and Licenses of Material Intellectual Property (other than agreements for non-customized software that are commercially available on reasonable terms to the public) that are created or entered into after the date of this Agreement that are reasonably necessary for the operation of such Grantor’s business. Following receipt by the Administrative Agent of any such statements, schedules or reports, or at any other time upon request of the Administrative Agent, the applicable Grantor shall promptly execute, authenticate and deliver any and all assignments, agreements (including applicable Intellectual Property Security Agreements), instruments, documents and papers as the Administrative Agent may reasonably request to evidence the Administrative Agent’s security interest hereunder in such Intellectual Property and the General Intangibles of such Grantor relating thereto or represented thereby, and such Grantor hereby appoints the Administrative Agent its attorney-in-fact to execute and/or authenticate and file all such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed, and such power (being coupled with an interest) shall be irrevocable until the Payment in Full of the Secured Obligations.

4.13 Deposit Accounts, Securities Accounts and Commodity Accounts . On or prior to the date hereof such Grantor shall cause each bank and other financial institution at which such Grantor has a Deposit Account or a Securities Account existing as of the date hereof to execute and deliver to the Administrative Agent a control agreement in form and substance reasonably satisfactory to the Administrative Agent, duly executed by such Grantor and such bank or financial institution. Upon opening any new Deposit Account or Securities Account after the date hereof, Grantor will promptly (and in any event within 30 days or such longer period as agreed by the Administrative Agent in its reasonable discretion) execute and deliver to the Administrative Agent a control agreement in form and substance reasonably satisfactory to the Administrative Agent, duly executed by such Grantor the bank or other financial institution acting as depositary bank or securities intermediary of such Deposit Account or Securities Account, as applicable. Without the prior written consent of the Administrative Agent, such Grantor will not make or maintain any Deposit Account, Commodity Account or Security Account except for the accounts identified to the Administrative Agent in writing. Such Grantor shall maintain any Commodity Account subject to the Administrative Agent’s control within the meaning of 9-106 of the Code. The provisions of this paragraph shall not apply to the Excluded Accounts.

4.14 Pledged Equity Interests, Investment Related Property .

(a) Except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any Pledged Equity Interest or other Investment Related Property, including, without limitation, upon the merger, consolidation, liquidation or dissolution of any issuer of any Pledged Equity Interest or Investment Related Property or otherwise, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of the Collateral without further action and (b) except as expressly provided otherwise in this Agreement, such Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Administrative Agent over such Investment Related Property (including, without limitation, delivery thereof to the Administrative Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Administrative Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, each Grantor shall be entitled to receive and retain any and all dividends, interest and other distributions paid on, or distributed in respect of, the Pledged Equity Interests (other than any such dividends, interest and distributions paid in the form of Investment Related Property) and other Investment Related Property to the extent such dividends, interest and other distributions are permitted under the Loan Documents.

(b) Voting .

(i) So long as no Event of Default shall have occurred and be continuing and the Administrative Agent shall not have delivered notice to any Grantor, except as otherwise provided under the covenants and agreements relating to Investment Related Property in this Agreement or elsewhere herein or in the Loan Documents, each Grantor shall be entitled to exercise or refrain from exercising any and all voting and

other consensual rights pertaining to the Investment Related Property or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Loan Documents, it being understood that neither the voting by such Grantor of any Pledged Stock for, or such Grantor’s consent to, the election of directors (or similar governing body) at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting, nor such Grantor’s consent to or approval of any action otherwise permitted under this Agreement and the Loan Documents, shall be deemed inconsistent with the terms of this Agreement or the Loan Documents within the meaning of this Section 4.14(b)(i) and no notice of any such voting or consent need be given to the Administrative Agent; and

(ii) Upon the occurrence and during the continuation of an Event of Default and notice from the Administrative Agent to any Grantor:

(A) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; and

(B) in order to permit the Administrative Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder: (1) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and (2) each Grantor acknowledges that the Administrative Agent may utilize the power of attorney set forth in Section 6.03 .

(c) Except as expressly permitted by the Loan Documents, without the prior written consent of the Administrative Agent, such Grantor shall not vote to enable or take any other action to: (i) amend any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that could reasonably be expected to be material and adverse to the Secured Parties, (ii) permit any issuer of any Pledged Equity Interest to issue any additional stock, partnership interests, limited liability company interests or other Equity Interests of such issuer unless such Grantor or such issuer, as applicable, has first taken all reasonable actions to grant and perfect the Administrative Agent’s security interest in such Equity Interests (to the extent such Equity Interest will not constitute Excluded Property), or (iii) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the Code) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the Code unless such Grantor or such issuer, as applicable, has first taken all steps necessary or advisable to establish the Administrative Agent’s “control” thereof.

4.15 [Reserved] .

4.16 Commercial Tort Claims . Such Grantor shall advise the Administrative Agent promptly of any Commercial Tort Claim held by such Grantor in excess of $1,000,000 individually, or $2,000,000 in the aggregate, and shall promptly execute a supplement to this Agreement in form and substance reasonably satisfactory to the Administrative Agent to grant a security interest in such Commercial Tort Claim to the Administrative Agent for the benefit of the Secured Parties.

4.17 Landlord’s Access Agreements; Bailee Letters . Each Grantor shall use commercially reasonable efforts to obtain a bailee letter, landlord access agreement and/or landlord’s lien waiver, as applicable, from all such bailee and landlords, as applicable, who from time to time have possession of any Collateral with a fair market value in excess of $500,000, if reasonably requested by the Administrative Agent.

ARTICLE V

RIGHTS, DUTIES AND POWERS OF ADMINISTRATIVE AGENT

The Administrative Agent shall have the following rights, duties and powers:

5.01 Discharge Encumbrances . After the occurrence and during the continuance of an Event of Default, the Administrative Agent may (but shall not be obligated to), at its option, discharge any taxes, Liens, security interests or other encumbrances at any time levied or placed on the Collateral, and may (but shall not be obligated to) pay for insurance on the Collateral to the extent required by this Agreement or the Loan Documents and not obtained by the Grantors. Each Grantor agrees to reimburse the Administrative Agent upon demand for any payment so made, plus interest thereon from the date of the Administrative Agent’s demand at the rate determined in accordance with Section 5.1(b) of the Credit Agreement.

5.02 Licenses and Rights to Use Collateral . After the occurrence and during the continuance of an Event of Default, in connection with any transfer or sale (to the Administrative Agent or any other Person) of the Collateral, the Administrative Agent is hereby granted an irrevocable, transferable, worldwide license or other right to use, assign, license or sublicense, without any royalty or charge, any of Grantors’ Intellectual Property in completing production, advertising or selling such Collateral. After the occurrence and during the continuance of an Event of Default, the Grantors’ rights under all licenses and franchise agreements shall inure to the benefit of the Administrative Agent and any transferee of all or any part of the Collateral. Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout hereof.

5.03 Cumulative and Other Rights . The rights, powers and remedies of the Administrative Agent hereunder are in addition to all rights, powers and remedies given by law or in equity. The exercise by the Administrative Agent of any one or more of the rights, powers and remedies herein shall not be construed as a waiver of any other rights, powers and remedies, including, without limitation, any other rights of set-off (which set-off rights may be exercised only after the occurrence and during the continuance of an Event of Default). If any of the

Secured Obligations are given in renewal, extension for any period or rearrangement, or applied toward the payment of debt secured by any Lien, the Administrative Agent shall be, and is hereby, subrogated to all the rights, titles, interests and liens securing the debt so renewed, extended, rearranged or paid.

5.04 Disclaimer of Certain Duties .

(a) The Administrative Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account.

(b) The powers conferred upon the Administrative Agent by this Agreement are to protect its interest in the Collateral and shall not impose any duty upon the Administrative Agent to exercise any such powers. To the extent permitted by applicable law, each Grantor hereby agrees that the Administrative Agent shall not be liable for, nor shall the indebtedness evidenced by the Secured Obligations be diminished by, the Administrative Agent’s delay or failure to collect upon, foreclose, sell, take possession of or otherwise obtain value for the Collateral. Nothing herein shall affect any obligation of the Administrative Agent to the Secured Parties or under applicable Law.

(c) To the fullest extent permitted by applicable law, the Administrative Agent shall be under no duty whatsoever to make or give any presentment, notice of dishonor, protest, demand for performance, notice of non-performance, notice of intent to accelerate, notice of acceleration, or other notice or demand in connection with any of the Collateral or the Secured Obligations, or to take any steps reasonably necessary to preserve any rights against any Obligor, Account Debtor or other Person. Each Grantor waives any right of marshaling in respect of any and all of the Collateral, and waives any right to require the Administrative Agent to proceed against any Obligor, Account Debtor or other Person, exhaust any of the Collateral or enforce any other remedy which the Administrative Agent now has or may hereafter have against any Obligor or other Person.

5.05 Modification of Secured Obligations; Other Security . Except as specifically provided for in the Loan Documents, each Grantor waives (i) any and all notice of acceptance, creation, modification, rearrangement, renewal or extension for any period of any instrument executed by any Obligor in connection with the Secured Obligations and (ii) any defense of any Obligor by reason of disability, lack of authorization, cessation of the liability of any Obligor or for any other reason (other than Payment in Full of the Secured Obligations). Each Grantor authorizes the Administrative Agent, without notice or demand and without any reservation of rights against such Grantor and without affecting such Grantor’s liability hereunder or on the Secured Obligations, from time to time to (x) after the occurrence and during the continuance of an Event of Default, apply the Collateral in the manner permitted by this Agreement or the Loan Documents and (y) after the occurrence and during the continuance of an Event of Default, renew, extend for any period, accelerate, amend or modify, supplement, enforce, compromise, settle; waive or release the obligations of any Obligor or any instrument or agreement of such other Person with respect to any or all of the Secured Obligations or the Collateral.

5.06 Investment Related Property .

(a) Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws, the Administrative Agent may be compelled, with respect to any sale of all or any part of the Investment Related Property conducted without prior registration or qualification of such Investment Related Property under the Securities Act and/or such state securities laws, to limit purchasers to those who will agree, among other things, to acquire the Investment Related Property for their own account, for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges that any such private sale may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act) and, notwithstanding such circumstances, each Grantor agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Administrative Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Investment Related Property for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if such issuer would, or should, agree to so register it.

(b) If the Administrative Agent determines to exercise its right to sell any or all of the Investment Related Property, upon written request, each Grantor shall and shall cause each issuer of any Pledged Stock to be sold hereunder, each partnership and each limited liability company from time to time to furnish to the Administrative Agent all such information as the Administrative Agent may reasonably request in order to determine the number and nature of interest, shares or other instruments included in the Investment Related Property which may be sold by the Administrative Agent in exempt transactions under the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder, as the same are from time to time in effect. Each Grantor agrees to use its commercially reasonable best efforts to do or cause to be done all such other acts as may be necessary or that the Administrative Agent may reasonably request to make such sale or sales of all or any portion of the Pledged Equity Interests or the Pledged Debt under this Agreement valid and binding and in compliance with any and all other applicable requirements of any Governmental Authority.

ARTICLE VI

EVENTS OF DEFAULT

6.01 Remedies . Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may (with no obligation to do so) take any or all of the following actions without notice (except where expressly required below or in the Credit Agreement) or demand to the Grantors:

(a) Take possession of the Collateral, or at Administrative Agent’s request, each Grantor shall, at such Grantor’s cost, assemble the Collateral or portion of the Collateral and make it available at a location to be specified by the Administrative Agent which is reasonably convenient to such Grantor and the Administrative Agent. In any event, each Grantor shall bear the risk of accidental loss or damage to or diminution in value of the Collateral, and

the Administrative Agent shall have no liability whatsoever for failure to obtain or maintain insurance, nor to determine whether any insurance ever in force is adequate as to amount or as to risk insured.

(b) Sell, in one or more sales and in one or more parcels, or otherwise dispose of any or all of the Collateral in its then condition or in any other commercially reasonable manner as the Administrative Agent may elect, in a public or private transaction, at any location as deemed reasonable by the Administrative Agent (including, without limitation, any Grantors’ premises), for cash at such price as the Administrative Agent may deem fair, and (unless prohibited by the Code, as adopted in any applicable jurisdiction or other applicable law) the Administrative Agent may be the purchaser of any or all of the Collateral so sold and may apply upon the purchase price therefor any Secured Obligations secured hereby. Any such sale or transfer by the Administrative Agent either to itself or to any other Person shall be absolutely free from any claim of right by any Grantor, including any equity or right of redemption, stay or appraisal which any Grantor has or may have under any rule of law, regulation or statute now existing or hereafter adopted. Upon any such sale or transfer, the Administrative Agent shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the Collateral so sold or transferred. It shall not be necessary that the Collateral or any part thereof be present at the location of any such sale or transfer. The Administrative Agent may, at its discretion, provide for a public sale, and any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Administrative Agent may fix in the notice of such sale. The Administrative Agent shall not be obligated to make any sale pursuant to any such notice. The Administrative Agent may, without notice or publication, adjourn any public or private sale by announcement at any time and place fixed for such sale, and such sale may be made at any time or place to which the same may be so adjourned. In the event any sale or transfer hereunder is not completed or is defective in the opinion of the Administrative Agent, such sale or transfer shall not exhaust the rights of the Administrative Agent hereunder, and the Administrative Agent shall have the right to cause one or more subsequent sales or transfers to be made hereunder. If only part of the Collateral is sold or transferred such that the Secured Obligations remain outstanding (in whole or in part), the Administrative Agent’s rights and remedies hereunder shall not be exhausted, waived or modified, and the Administrative Agent is specifically empowered to make one or more successive sales or transfers until all the Collateral shall be sold or transferred and all the Secured Obligations are paid. In the event that the Administrative Agent elects not to sell the Collateral, the Administrative Agent retains its rights to lease or otherwise dispose of or utilize the Collateral or any part or parts thereof in any manner authorized or permitted by law or in equity, and to apply the proceeds of the same towards payment of the Secured Obligations. Each and every method of disposition of the Collateral described in this subsection or in Section 6.01(e) shall constitute disposition in a commercially reasonable manner. If the Administrative Agent sells any of the Collateral upon credit, the Grantors will be credited only with payments actually made by purchaser and received by the Administrative Agent and applied to indebtedness of the purchaser. In the event the purchaser fails to pay for the Collateral, the Administrative Agent may resell such Collateral and the Grantors shall be credited with proceeds of the sale.

The Administrative Agent shall incur no liability as a result of the sale of the Collateral, or any part thereof, at any private sale pursuant to this Article VI conducted in accordance with the requirements of applicable laws. The Grantor hereby waives any claims against

Administrative Agent and the other Secured Parties arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if Administrative Agent accepts the first offer received and does not offer the Collateral to more than one offeree, provided that such private sale is conducted in accordance with applicable laws and this Agreement. Each Grantor hereby agrees that in respect of any sale of any of the Collateral pursuant to the terms hereof, Administrative Agent is hereby authorized to comply with any limitation or restriction in connection with such sale as it may be advised by counsel is necessary in order to avoid any violation of applicable laws, or in order to obtain any required approval of the sale or of the purchaser by any governmental authority or official, and each Grantor further agrees that such compliance shall not, in and of itself, result in such sale being considered or deemed not to have been made in a commercially reasonable manner, nor shall Administrative Agent be liable or accountable to any Grantor for any discount allowed by reason of the fact that such Collateral is sold in compliance with any such limitation or restriction.

(c) Take possession of all books and records of the Grantors pertaining to the Collateral. The Administrative Agent shall have the authority to enter upon any real property or improvements thereon in order to obtain any such books or records, or any of the Collateral located thereon, and remove the same therefrom without liability (other than arising from the gross negligence or willful misconduct of the Administrative Agent), subject in each case to any landlord agreement or bailee agreement then in effect with respect to such real property.

(d) Apply proceeds of the disposition of the Collateral to the Secured Obligations in any manner elected by the Administrative Agent and permitted by the Code or otherwise permitted by Law or in equity and in accordance with the provisions of Section 10.4 of the Credit Agreement. Such application may include, without limitation, the expenses of retaking, holding, preparing for sale or other disposition, and the attorneys’ fees and legal expenses incurred by the Administrative Agent.

(e) Appoint any Person as agent to perform any act or acts necessary or incident to any sale or transfer by the Administrative Agent of the Collateral. Additionally, any sale or transfer hereunder may be conducted by an auctioneer or any officer or agent of the Administrative Agent.

(f) Execute, assign and endorse negotiable and other instruments for the payment of money, documents of title or other evidences of payment, shipment or storage for any form of the Collateral on behalf of and in the name of each Grantor; provided , however , the Administrative Agent may specifically disclaim any warranties of title.

(g) Notify or require each Grantor to notify Account Debtors that the Collateral has been assigned to the Administrative Agent and direct such Account Debtors to make payments on the Collateral directly to the Administrative Agent. To the extent the Administrative Agent does not so elect, each Grantor shall continue to collect such Collateral from such Grantor’s Account Debtors. The Administrative Agent or its designee shall also have the right, in its own name or in the name of each Grantor, to do any of the following: (i) to demand, collect, receipt for, settle, compromise any amounts due, give acquittances for,

prosecute or defend any action which may be in relation to any monies due, or to become due by virtue of, the Collateral; (ii) to sell, transfer or assign or otherwise deal in the Collateral or the proceeds thereof or the related goods, as fully and effectively as if the Administrative Agent were the absolute owner thereof; (iii) to extend the time of payment of any of the Collateral, to grant waivers and make any allowance or other adjustment with reference thereto; (iv) to take control of cash and other proceeds of any of the Collateral; (v) to send a request for verification of the Collateral to any Account Debtor; and (vi) to do all other acts and things necessary to carry out the intent of this Agreement.

(h) The Administrative Agent, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits to foreclose the security interest and sell the Collateral or any portion thereof under a judgment of a court or courts of competent jurisdiction. Each Grantor agrees that the Administrative Agent may cause the Collateral to be seized and sold under executory or ordinary process, at the Administrative Agent’s sole option, without appraisement, appraisement hereby being expressly waived, as an entirety or in parcels as the Administrative Agent may determine, to the highest bidder for cash, and otherwise exercise the rights, powers and remedies afforded herein and under applicable Law. Any and all declarations of fact made by authentic act before a Notary Public in the presence of two witnesses by a person declaring that such facts lie within his knowledge shall constitute authentic evidence of such facts for the purpose of executory process.

(i) Exercise all other rights and remedies permitted by Law or in equity.

6.02 Attorney-in-Fact . Each Grantor hereby irrevocably appoints the Administrative Agent as such Grantor’s attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, from time to time in the Administrative Agent’s discretion upon the occurrence and during the continuance of an Event of Default, but at such Grantor’s cost and expense and without notice to such Grantor (except as specifically provided herein):

(a) To obtain, adjust, sell and cancel any insurance with respect to the Collateral, and endorse any draft drawn by insurers of the Collateral. The Administrative Agent may apply any proceeds or unearned premiums of such insurance to the Secured Obligations (whether or not due);

(b) To take any action and to execute any assignment, certificate, financing statement, notification, document or instrument which the Administrative Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, to receive, endorse and collect all instruments made payable to such Grantor representing any payment or other distribution in respect of the Collateral or any part thereof and to give full discharge for the same;

(c) To prepare, sign, and file for recordation in any intellectual property registry, appropriate evidence of the lien and security interest granted herein in any Intellectual Property in the name of such Grantor as debtor, including applicable Intellectual Property Security Agreements;

(d) To take or cause to be taken all actions necessary to perform or comply or cause performance or compliance with the terms of this Agreement, including, without limitation, access to pay or discharge taxes or Liens (other than Permitted Liens) levied or placed upon or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by the Administrative Agent in its sole discretion, any such payments made by the Administrative Agent to become obligations of such Grantor to the Administrative Agent, due and payable immediately without demand;

(e) Generally to sell, transfer, lease, license, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes, and to do, at the Administrative Agent’s option and such Grantor’s expense, at any time or from time to time, all acts and things that the Administrative Agent deems reasonably necessary to protect, preserve or realize upon the Collateral and the Administrative Agent’s security interest therein in order to effect the intent of this Agreement, all as fully and effectively as such Grantor might do; and

(f) Without limitation to the rights or authority of the Administrative Agent hereunder, the Administrative Agent shall have no obligation to undertake any of the foregoing actions, and, if it takes any such action in accordance with this Agreement it shall have no liability to any Grantor to continue the same or for the sufficiency or adequacy thereof.

6.03 [Reserved] .

6.04 Liability for Deficiency . If any sale or other disposition of the Collateral by the Administrative Agent or any other action of the Administrative Agent hereunder results in reduction of the Secured Obligations, such action will not release any Grantor from its liability to the Administrative Agent for any unpaid Secured Obligations, including costs, charges and expenses incurred in the liquidation of the Collateral, together with interest thereon at the rate then applicable under the Loan Documents, and the same shall be immediately due and payable to the Administrative Agent at the Administrative Agent’s address set forth in the Credit Agreement.

6.05 Reasonable Notice . If any applicable provision of any Law requires the Administrative Agent to give reasonable notice of any sale or disposition or other action, each Grantor hereby agrees that ten days’ prior written notice shall constitute reasonable notice thereof. Such notice, in the case of public sale, shall state the time and place fixed for such sale and in the case of private sale, the time after which such sale is to be made.

6.06 Non-judicial Enforcement . The Administrative Agent may enforce its rights hereunder without prior judicial process or judicial hearing, and to the extent permitted by Law each Grantor expressly waives any and all legal rights which might otherwise require the Administrative Agent to enforce its rights by judicial process.

6.07 Grantors Remain Liable . Notwithstanding anything herein to the contrary, (i) each Grantor shall remain liable for all obligations under and in respect of the Collateral and nothing contained herein is intended as or shall be a delegation of duties to the Administrative Agent or any other Secured Party, (ii) each Grantor shall remain liable under and each of the

agreements included in the Collateral, including any Accounts Receivable, any Contracts and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests, to perform all of the obligations undertaken by it thereunder all in accordance with and pursuant to the terms and provisions thereof and neither the Administrative Agent nor any other Secured Party shall have any obligation or liability under any of such agreements by reason of or arising out of this Agreement or any other document related hereto nor shall the Administrative Agent nor any other Secured Party have any obligation to make any inquiry as to the nature or sufficiency of any payment received by it or have any obligation to take any action to collect or enforce any rights under any agreement included in the Collateral, including any agreements relating to any Accounts Receivable, any Contracts or any agreements relating to Pledged Partnership Interests or Pledged LLC Interests and (iii) the exercise by the Administrative Agent of any of its rights hereunder shall not release any Grantor from any of its duties or obligations under the contracts and agreements included in the Collateral, including any agreements relating to any Accounts Receivable, any Contracts and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests.

ARTICLE VII

MISCELLANEOUS PROVISIONS

7.01 Notices . Any notice required or permitted to be given under or in connection with this Agreement shall be given in accordance with the notice provisions of the Credit Agreement.

7.02 Amendments and Waivers . The Administrative Agent’s acceptance of partial or delinquent payments or any forbearance, failure or delay by the Administrative Agent in exercising any right, power or remedy hereunder shall not be deemed a waiver of any obligation of any Grantor or any Obligor, or of any right, power or remedy of the Administrative Agent, and no partial exercise of any right, power or remedy shall preclude any other or further exercise thereof. The Administrative Agent may remedy any Event of Default without waiving the Event of Default so remedied. Each Grantor hereby agrees that if the Administrative Agent agrees to a waiver of any provision hereunder, or an exchange of or release of the Collateral or the addition or release of any Obligor or other Person, any such action shall not constitute a waiver of any of the Administrative Agent’s other rights or of such Grantor’s obligations hereunder. This Agreement may be amended only by an instrument in writing executed jointly by each Grantor and the Administrative Agent and may be supplemented only by documents delivered or to be delivered in accordance with the express terms hereof subject to any consents required under Section 12.2 of the Credit Agreement.

7.03 Reserved .

7.04 Possession of Collateral . The Administrative Agent shall be deemed to have possession of any of the Collateral in transit to it or set apart for it (or, in either case, any of its agents, affiliates or correspondents); provided , the applicable Grantor shall be responsible for risk of loss during transit.

7.05 Redelivery of Collateral . If any sale or transfer of the Collateral by the Administrative Agent results in full satisfaction of the Secured Obligations, and after such sale or

transfer and discharge there remains a surplus of proceeds, the Administrative Agent will promptly deliver to each Grantor such Grantor’s share (pro-rata according to such Grantor’s portion of the Collateral sold or transferred in accordance with the above) of the excess proceeds in a commercially reasonable time; provided , however , that the Administrative Agent shall not be liable for any interest, cost or expense in connection with any reasonable delay in delivering such proceeds to each Grantor.

7.06 Governing Law; Jurisdiction; Waiver of Jury Trial .

(a) This Agreement and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement and the transactions contemplated hereby shall be governed by, and construed in accordance with, the laws of the State of New York (except to the extent that the laws of any other jurisdiction govern the perfection and priority of the security interests granted hereby).

(b) THE PROVISIONS OF SECTIONS 12.5(b), 12.5(c), 12.5(d) AND 12.6 OF THE CREDIT AGREEMENT ARE INCORPORATED HEREIN BY THIS REFERENCE MUTATIS MUTANDIS AND SUCH INCORPORATION SHALL SURVIVE ANY TERMINATION OF THE CREDIT AGREEMENT OR THE OTHER LOAN DOCUMENTS.

7.07 Continuing Collateral Agreement .

(a) Except as may be expressly applicable pursuant to Section 9-620 of the Code (or any successor provision), no action taken or omission to act by the Administrative Agent hereunder, including, without limitation, any action taken or inaction pursuant to Section 6.01 hereof, shall be deemed to constitute a retention of the Collateral in satisfaction of the Secured Obligations or otherwise to be in full satisfaction of the Secured Obligations, and the Secured Obligations shall remain in full force and effect, until the Administrative Agent shall have applied payments (including, without limitation, collections from Collateral) towards the Secured Obligations in the full amount then outstanding or until such subsequent time as is hereinafter provided in subsection (b) below.

(b) To the extent that any payments on the Secured Obligations or proceeds of the Collateral are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, debtor in possession, receiver or other Person under any bankruptcy law, common law or equitable cause, then to such extent the Secured Obligations so satisfied shall be revived and continue as if such payment or proceeds had not been received by the Administrative Agent, and the Administrative Agent’s security interests, rights, powers and remedies hereunder shall continue in full force and effect. In such event, this Agreement shall be automatically reinstated if it shall theretofore have been terminated pursuant to Section 7.09 .

7.08 Termination .

(a) Upon the Payment in Full of the Secured Obligations, the Collateral shall be automatically released from the Liens created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of

any act by any party, and all rights to the Collateral shall revert to the Grantors. At the request and sole expense of any Grantor following any such termination, the Administrative Agent shall deliver to such Grantor any Collateral held by the Administrative Agent hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

(b) If any of the Collateral shall be sold or otherwise disposed of by any Grantor in a transaction permitted by the Credit Agreement to a Person that is not a Grantor, then the Administrative Agent, at the request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably requested by such Grantor for the release of the Liens created hereby on such Collateral. At the request and sole expense of the Borrower, a Subsidiary Guarantor shall be released from its obligations hereunder in the event that all the Equity Interests in such Guarantor shall be sold or otherwise disposed of in a transaction permitted by the Credit Agreement to a Person that is not a Grantor; provided that the Borrower shall have delivered to the Administrative Agent, at least five (5) Business Days (or such shorter period as the Administrative Agent may agree in writing) prior to the date of the proposed release (or such shorter time as the Administrative Agent may agree), a written request for such release identifying the relevant Subsidiary Guarantor, together with a certification by the Borrower stating that such transaction is in compliance with the Credit Agreement and any other applicable Loan Documents. All releases or other documents delivered by the Administrative Agent pursuant to this Section 7.08(b) shall be without recourse to, or warranty by, the Administrative Agent.

(c) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the prior written consent of the Administrative Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the New York UCC.

7.09 Counterparts; Effectiveness . This Agreement may be executed in two or more counterparts. Each counterpart is deemed an original, but all such counterparts taken together constitute one and the same instrument. This Agreement becomes effective upon the execution hereof by each Grantor and delivery of the same to the Administrative Agent, and it is not necessary for the Administrative Agent to execute any acceptance hereof or otherwise signify or express its acceptance hereof.

7.10 No Personal Liability of Directors, Officers, Employees and Stockholders . No past, present or future director, officer, employee, incorporator or stockholder of any Grantor as such or any successor Person, as such, shall have any liability for any obligations of such Grantor under the Loan Documents or this Agreement or for any claim based on, in respect of, or by reason of, such obligations or their creation.

7.11 Administrative Agent . Wells Fargo Bank, National Association is acting hereunder solely in its capacity as administrative agent under the Credit Agreement, and all of the rights, protections, benefits, indemnities and immunities of the Administrative Agent set forth in the Credit Agreement shall apply to the Administrative Agent’s actions hereunder. Any act, or refusal to act, hereunder requiring the Administrative Agent to exercise discretion shall be exercised in accordance with the terms of the Credit Agreement. The permissive authorizations,

entitlements, powers and rights (including the right to request that a Grantor take an action or deliver a document) granted to the Administrative Agent herein shall not be construed as duties. Any successor administrative agent appointed pursuant to the Credit Agreement shall be entitled to all the rights, interests and benefits of the Administrative Agent hereunder.

7.12 Additional Grantors . From time to time subsequent to the date hereof, additional Persons may become parties hereto as additional Grantors (each, an “ Additional Grantor ”), by executing a supplement to this Agreement (a “ Collateral Agreement Supplement ”) in the form attached hereto as Exhibit E . Upon delivery of any such Collateral Agreement Supplement to the Administrative Agent, notice of which is hereby waived by the Grantors, each Additional Grantor shall be a Grantor and shall be as fully a party hereto as if Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder, nor by any election of the Administrative Agent not to cause any Subsidiary of the Borrower to become an Additional Grantor hereunder. This Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

7.13 Acknowledgments and Agreements by Grantors and each issuer of Pledged Equity Interests .

(a) Each Grantor hereby authorizes and instructs each issuer of any Pledged Equity Interest pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each such issuer shall be fully protected in so complying, and (ii) upon any such instruction upon the occurrence and during the continuance of an Event of Default (and upon any notice required hereunder), pay any dividends or other payments with respect to the Investment Related Property, including Pledged Equity Interests, directly to the Administrative Agent.

(b) Each Grantor and each issuer of Pledged Equity Interests hereby irrevocably (i) consents to the grant of the security interests by the Grantors described herein, (ii) consents to any transfer or conveyance of the Collateral to the Administrative Agent or its designee or any other person pursuant to Administrative Agent’s exercise of any of its rights and remedies under this Agreement or any of the other Loan Documents, or at law or in equity, (iii) agrees that any rights of first or last refusal or first or last offer or any similar rights shall not apply to such grant or to any transfer or conveyance of any of the Collateral to the Administrative Agent or its designee or any other person pursuant to an exercise of the Administrative Agent’s rights and remedies under this Agreement or any of the other Loan Documents, or at Law or in equity, (iv) consents to the admission of any transferee, upon any transfer of any of the Collateral to such transferee pursuant to an exercise of the Administrative Agent’s rights and remedies, as a member or partner (including as the sole or managing member or general partner) of the applicable limited liability company or partnership, and (v) agrees that all terms and conditions in the certificates of formation, certificates of partnership, operating agreements, partnership agreements and similar documents and agreements of the each issuer of Pledged Equity Interests applicable to the pledge of any Collateral, the enforcement thereof, the

transfer of any Collateral or the admission of any transferee of any Collateral as a member or partner (including as the sole or managing member or general partner) of any limited liability company or partnership that contradict or conflict with the foregoing are hereby waived, amended and/or superseded to the extent necessary to permit and reflect the foregoing agreements.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF , each Grantor has caused this Agreement to be executed and delivered as of the date first set forth above.

	GRANTORS:

	US ECOLOGY, INC. ,
	a Delaware corporation


	By:
		Name:
		Title:


	AMERICAN ECOLOGY ENVIRONMENTAL SERVICES CORPORATION ,
	a Texas corporation


	By:
		Name:
		Title:


	AMERICAN ECOLOGY RECYCLE CENTER, INC. ,
	a Delaware corporation


	By:
		Name:
		Title:


	US ECOLOGY FIELD SERVICES, INC. ,
	a Delaware corporation


	By:
		Name:
		Title:

[Signature Page to Collateral Agreement]

	US ECOLOGY IDAHO, INC. ,
	a Delaware corporation


	By:
		Name:
		Title:


	US ECOLOGY ILLINOIS, INC. ,
	a California corporation


	By:
		Name:
		Title:


	US ECOLOGY MICHIGAN, INC. ,
	a Michigan corporation


	By:
		Name:
		Title:


	US ECOLOGY NEVADA, INC. ,
	a Delaware corporation


	By:
		Name:
		Title:


	US ECOLOGY TEXAS, INC. ,
	a Delaware corporation


	By:
		Name:
		Title:

[Signature Page to Collateral Agreement]

	US ECOLOGY WASHINGTON, INC. ,
	a Delaware corporation


	By:
		Name:
		Title:

[ Signature pages continue on next page ]

[Signature Page to Collateral Agreement]

	1045 PENNSYLVANIA AVE, LLC ,
	a New Jersey limited liability company


	By:
		Name:
		Title:


	ALLSTATE POWER VAC, INC. ,
	a New York corporation


	By:
		Name:
		Title:


	ENVIRITE OF ILLINOIS, INC. ,
	a Delaware corporation


	By:
		Name:
		Title:


	ENVIRITE OF OHIO, INC. ,
	a Delaware corporation


	By:
		Name:
		Title:


	ENVIRITE OF PENNSYLVANIA, INC. ,
	a Delaware corporation


	By:
		Name:
		Title:

[Signature Page to Collateral Agreement]

	ENVIRITE TRANSPORTATION LLC ,
	an Ohio limited liability company


	By:
		Name:
		Title:


	EQ ALABAMA, INC. ,
	a Michigan corporation


	By:
		Name:
		Title:


	EQ AUGUSTA, INC. ,
	a Michigan corporation


	By:
		Name:
		Title:


	EQ DETROIT, INC. ,
	a Michigan corporation


	By:
		Name:
		Title:


	EQ FLORIDA, INC. ,
	a Michigan corporation


	By:
		Name:
		Title:

[Signature Page to Collateral Agreement]

	EQ HOLDINGS, INC. ,
	a Delaware corporation


	By:
		Name:
		Title:


	EQ INDUSTRIAL SERVICES, INC. ,
	a Michigan corporation


	By:
		Name:
		Title:


	EQ METALS RECOVERY LLC ,
	an Ohio limited liability company


	By:
		Name:
		Title:


	EQ MOBILE RECYCLING, INC. ,
	a Michigan corporation


	By:
		Name:
		Title:


	EQ NORTHEAST, INC. ,
	a Massachusetts corporation


	By:
		Name:
		Title:

[Signature Page to Collateral Agreement]

	EQ OKLAHOMA, INC. ,
	a Michigan corporation


	By:
		Name:
		Title:


	EQ PARENT COMPANY, INC. ,
	a Delaware corporation


	By:
		Name:
		Title:


	EQ RESOURCE RECOVERY, INC. ,
	a Michigan corporation


	By:
		Name:
		Title:


	EQ THE ENVIRONMENTAL QUALITY COMPANY ,
	a Michigan corporation


	By:
		Name:
		Title:


	MICHIGAN DISPOSAL, INC. ,
	a Michigan corporation


	By:
		Name:
		Title:

[Signature Page to Collateral Agreement]

	PIPEVISION TECHNOLOGIES LLC ,
	a New York limited liability company


	By:
		Name:
		Title:


	RTF ROMULUS, LLC ,
	a Michigan limited liability company


	By:
		Name:
		Title:


	VAC — ALL SERVICE, INC. ,
	a Michigan corporation


	By:
		Name:
		Title:


	WAYNE DISPOSAL, INC. ,
	a Michigan corporation


	By:
		Name:
		Title:


	WAYNE ENERGY RECOVERY, INC. ,
	a Michigan corporation


	By:
		Name:
		Title:

[Signature Page to Collateral Agreement]

ADMINISTRATIVE AGENT:

WELLS FARGO BANK, NATIONAL ASSOCIATION

By:
Name:
Title:

[Signature Page to Collateral Agreement]

EXHIBIT A

TO COLLATERAL AGREEMENT

GRANTORS

GENERAL INFORMATION

(A) Full Legal Name, Type of Organization, Jurisdiction of Organization, Chief Executive Office/Sole Place of Business (or Residence if Grantor is a Natural Person) and Organizational Identification Number of each Grantor:

Full Legal Name	Type of Organization	Jurisdiction of Organization	Chief Executive Office/Sole Place of Business (or Residence if Grantor is a Natural Person)	Organization I.D.#	Tax I.D. #

(B)

Grantor	Location of Collateral	Location of Records Concerning Collateral

(C) Other Names (including any Trade Name or Fictitious Business Name) under which each Grantor currently conducts business:

Full Legal Name		Trade Name or Fictitious Business Name

(D) Changes in Name, Jurisdiction of Organization, Chief Executive Office or Sole Place of Business (or Principal Residence if Grantor is a Natural Person) and Corporate Structure within past five (5) years:

Grantor	Date of Change	Description of Change

Exhibit A-1

EXHIBIT B

TO COLLATERAL AGREEMENT

INTELLECTUAL PROPERTY

(A) Copyrights

Grantor	Jurisdiction	Title of Work	Registration Number (if any)	Registration Date (if any)

(B) Copyright Licenses

Grantor	Description of Copyright License	Registration Number (if any) of underlying Copyright	Name of Licensor

Grantor	Jurisdiction	Title of Patent	Patent Number/(Application Number)	Issue Date/(Filing Date)

(D) Patent Licenses

Grantor	Description of Patent License	Patent Number of underlying Patent	Name of Licensor

(E) Trademarks

Grantor	Jurisdiction	Trademark	Registration Number/(Serial Number)	Registration Date/(Filing Date)

Exhibit B-1

(F) Trademark Licenses

Grantor	Description of Trademark License	Registration Number of underlying Trademark	Name of Licensor

(G) Trade Secret Licenses

Grantor	Description of Trade Secret License	Name of Licensor

Exhibit B-2

EXHIBIT C

TO COLLATERAL AGREEMENT

FINANCING STATEMENTS

[attached]

Exhibit C-1

EXHIBIT D

TO COLLATERAL AGREEMENT

ACCOUNTS, PLEDGED EQUITY INTERESTS, INSTRUMENTS,

COMMERCIAL TORT CLAIMS & LETTERS OF CREDIT

(A) Accounts

Securities Account:

Grantor	Share of Securities Intermediary	Account Number	Account Name

Deposit Accounts:

Grantor	Name of Depositary Bank	Account Number	Account Name

Commodity Contracts and Commodity Accounts:

Grantor	Name of Commodity Intermediary	Account Number	Account Name

(B) Pledged Equity Interests

Pledged Stock:

Grantor

Stock
Issuer

Class of
Stock

Certificated
(Y/N)

Stock
Certificate
No.

Par Value

No. of
Pledged
Stock

Percentage
of
Outstanding
Stock of the
Stock Issuer

Pledged LLC Interests:

Grantor	Limited Liability Company	Certificated (Y/N)	Certificate No. (if any)	No. of Pledged Units	Percentage of Outstanding LLC Interests of the Limited Liability Company

Exhibit D-1

Pledged Partnership Interests:

Grantor	Partnership	Type of Partnership Interests (e.g., general or limited)	Certificated (Y/N)	Certificate No. (if any)	Percentage of Outstanding Partnership Interests of the Partnership

Trust Interests or other Equity Interests not listed above:

Grantor	Trust	Class of Trust Interests	Certificated (Y/N)	Certificate No. (if any)	Percentage of Outstanding Trust Interests of the Trust

Grantor	Issuer	Original Principal Amount	Outstanding Principal Balance	Issue Date	Maturity Date

(D) Instruments

Grantor		Instruments

(E) Commercial Tort Claims

Grantor		Commercial Tort Claims

(F) Letter of Credit Rights

Beneficiary	Account Name and Number	Principal Amount of Instrument	Expires

Exhibit D-2

EXHIBIT E

TO COLLATERAL AGREEMENT

FORM OF

COLLATERAL AGREEMENT SUPPLEMENT

This COLLATERAL AGREEMENT SUPPLEMENT (this “ Agreement ”), dated [mm/dd/yy] , is delivered by [NAME OF GRANTOR] , a [NAME OF STATE OF INCORPORATION] [ corporation ] [limited liability company] [limited partnership] , (the “ Additional Grantor ”), in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for the benefit of the Secured Parties (as defined in the Collateral Agreement (as defined below)) (together with its successors and assigns in such capacity, the “ Administrative Agent ”). Capitalized terms used herein not otherwise defined herein shall have the meanings ascribed thereto in the Collateral Agreement.

RECITALS :

WHEREAS, US Ecology, Inc. and certain of its Subsidiaries (other than the Additional Grantor) have entered into that certain Collateral Agreement, dated as of June 17, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “ Collateral Agreement ”) in favor of the Administrative Agent for the benefit of the Secured Parties;

WHEREAS, the agreements, documents and instruments related to the Secured Obligations secured by the Collateral Agreement require the Additional Grantor to become a party to the Collateral Agreement; and

WHEREAS, the Additional Grantor has agreed to execute and deliver this Agreement in order to become a party to the Collateral Agreement;

NOW, THEREFORE, IT IS AGREED:

1. Collateral Agreement . By executing and delivering this Agreement, the Additional Grantor, as provided in Section 7.12 of the Collateral Agreement, hereby becomes a party to the Collateral Agreement as a Grantor thereunder with the same force and effect as if originally named therein as a Grantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Grantor thereunder. The information set forth in the attached Supplements to Exhibits is hereby added to the information set forth in Exhibits A-D to the Collateral Agreement. The Additional Grantor hereby represents and warrants that (a) each of the representations and warranties contained in Section 3 of the Collateral Agreement is true and correct on and as the date hereof (after giving effect to this Agreement) as if made by the Additional Grantor on and as of such date, and (b) the attached Supplements to Exhibits accurately and completely set forth all additional information required to be provided pursuant to the Collateral Agreement.

2. Grant of Security Interest . The Additional Grantor hereby confirms the grant to the Administrative Agent set forth in the Collateral Agreement of, and does hereby grant to

Exhibit E-1

the Administrative Agent for the benefit of the Secured Parties, a security interest in all of the Additional Grantor’s right, title and interest in, to and under all Collateral, in each case whether now or hereafter existing or in which the Additional Grantor now has or hereafter acquires an interest and wherever the same may be located, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations.

3. GOVERNING LAW . This Agreement and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement and the transactions contemplated hereby shall be governed by, and construed in accordance with, the laws of the State of New York (except to the extent that the laws of any other jurisdiction govern the perfection and priority of the security interests granted hereby).

IN WITNESS WHEREOF , Grantor has caused this Agreement to be duly executed and delivered by its duly authorized officer as of [ mm/dd/yy] .

	[NAME OF ADDITIONAL GRANTOR]

	By:
		Name:
		Title:

Exhibit E-2

Supplement to Exhibit A

Additional Information:

GENERAL INFORMATION

Full Legal Name	Type of Organization	Jurisdiction of Organization	Chief Executive Office/Sole Place of Business (or Residence if Grantor is a Natural Person)	Organization I.D.#	Tax I.D. #

(B)

Grantor	Location of Collateral	Location of Records Concerning Collateral

(C) Other Names (including any Trade Name or Fictitious Business Name) under which each Grantor currently conducts business:

Full Legal Name		Trade Name or Fictitious Business Name

Grantor	Date of Change	Description of Change

Exhibit E-3

Supplement to Exhibit B

Intellectual Property

(A) Copyrights

Grantor	Jurisdiction	Title of Work	Registration Number (if any)	Registration Date (if any)

(B) Copyright Licenses

Grantor	Description of Copyright License	Registration Number (if any) of underlying Copyright	Name of Licensor

Grantor	Jurisdiction	Title of Patent	Patent Number/(Application Number)	Issue Date/(Filing Date)

(D) Patent Licenses

Grantor	Description of Patent License	Patent Number of underlying Patent	Name of Licensor

(E) Trademarks

Grantor	Jurisdiction	Trademark	Registration Number/(Serial Number)	Registration Date/(Filing Date)

Exhibit E-4

(F) Trademark Licenses

Grantor	Description of Trademark License	Registration Number of underlying Trademark	Name of Licensor

(G) Trade Secret Licenses

Grantor	Description of Trade Secret License	Name of Licensor

Exhibit E-5

Supplement to Exhibit C

Financing Statements

[attached]

Exhibit E-6

Supplement to Exhibit D

Accounts, Pledged Equity Interests, Instruments, Commercial Tort Claims & Letters of Credit

(A) Accounts

Securities Account:

Grantor	Share of Securities Intermediary	Account Number	Account Name

Deposit Accounts:

Grantor	Name of Depositary Bank	Account Number	Account Name

Commodity Contracts and Commodity Accounts:

Grantor	Name of Commodity Intermediary	Account Number	Account Name

(B) Pledged Equity Interests

Pledged Stock:

Grantor

Stock
Issuer

Class of
Stock

Certificated
(Y/N)

Stock
Certificate
No.

Par Value

No. of
Pledged
Stock

Percentage
of
Outstanding
Stock of the
Stock Issuer

Pledged LLC Interests:

Grantor	Limited Liability Company	Certificated (Y/N)	Certificate No. (if any)	No. of Pledged Units	Percentage of Outstanding LLC Interests of the Limited Liability Company

Exhibit E-7

Pledged Partnership Interests:

Grantor	Partnership	Type of Partnership Interests (e.g., general or limited)	Certificated (Y/N)	Certificate No. (if any)	Percentage of Outstanding Partnership Interests of the Partnership

Trust Interests or other Equity Interests not listed above:

Grantor	Trust	Class of Trust Interests	Certificated (Y/N)	Certificate No. (if any)	Percentage of Outstanding Trust Interests of the Trust

Grantor	Issuer	Original Principal Amount	Outstanding Principal Balance	Issue Date	Maturity Date

(D) Instruments

Grantor		Instruments

(E) Commercial Tort Claims

Grantor		Commercial Tort Claims

(F) Letter of Credit Rights

Beneficiary	Account Name and Number	Principal Amount of Instrument	Expires

Exhibit E-8

EXHIBIT F

TO COLLATERAL AGREEMENT

FORM OF

PERFECTION CERTIFICATE

[TO BE ATTACHED]

Exhibit F-1

Exhibit 10.5

CONSULTING AGREEMENT

This Consulting Agreement is made effective June 17, 2014 between US Ecology, Inc., its subsidiaries and affiliates (“Company”) and Victor 5, LLC, a Michigan limited liability company (“Consultant”).

1. Scope of Services. Consultant agrees to render the consulting services described in Exhibit A (the “Services”). Consultant shall provide the Services in good faith and consistent will all applicable Company procedures and policies. Consultant represent that Consultant maintains all licenses, if any, required by law to perform the Services.

2. Nature of Relationship.

a. No Employment Relationship . The relationship of Company and Consultant is that of independent contract and not that of joint venture, partner, employer-employee, or agent. Neither has the authority to create any obligations for the other. Consultant is responsible for Consultant’s own costs, methods and legal responsibilities of doing business.

b. Non-Exclusive . Consultant may provide services for other entities as long as they do not interfere with Consultant’s ability to provide Services to Company.

c. No Assignment . This is a personal services agreement and Consultant may not assign or subcontract this Agreement, in whole or in part, without the prior express written consent of Company.

d. At-Will . Consultant’s Services shall be at-will and may be terminated at any time, without cause, by either the Company or Consultant.

3. Compensation. Company shall pay Consultant for services rendered at the rate set form in Exhibit A. Company shall also reimburse Consultant for expenses incurred pursuant to applicable Company procedures and policies. Consultant is not entitled to any other compensation not to any benefits. Payment for services rendered and expenses incurred will be made by consultant upon the presentation of a written invoice and supporting documentation for expenses.

4. Taxes . Consultant shall be responsible for all payroll taxes and income tax withholding and reporting related to Consultant and its employees’ services under this Agreement.

5. Confidentiality . Consultant may have access to information or materials that are trade secret, and/or proprietary by Company (“Information”). Information may include, but is not limited to, strategic plans, marketing plans, customer information, financial information and proposed agreements. Information also includes all written materials identified in writing as “Confidential” or “Proprietary” or such similar proprietary legend, and oral information disclosed in connection with the Information. Information also includes “Workproduct” identified and defined in Paragraph 6, below. Consultant agrees that Consultant will keep Information of Company confidential. Consultant agrees that, unless otherwise directed by Company, during and after the term of this Agreement, Consultant will not: (a) take, retain or

use Information, Workproduct or Company materials for Consultant’s own benefit; or (b) disclose Information, Workproduct or Company materials to any other entity or unauthorized person without the written permission from a Company officer. Consultant has no obligation to maintain as confidential any Information that is or becomes entirely in the public domain, or is known to Consultant prior to disclosure by Company, or is received by Consultant without the breach of any obligation of confidentiality owed to Company.

6. Ownership of Work Product . The Parties agree that all Workproduct produced by the Consultant during the term of the Agreement including, but not necessarily limited to all ideas and concepts as may be conceived, developed or written by the Consultant, either individually or jointly in collaboration with others, shall belong to and be the sole and exclusive property of the Company.

7. Governing Laws/Notice . Any dispute concerning any question of fact or law arising under this Agreement which is not disposed of by agreement between Consultant and Company shall be decided by a court of competent jurisdiction of the State of Michigan in accordance with the laws of Michigan. All notices under this Agreement shall be given by fax, first class mail or courier addressed as follows:

If to Company:		If to Consultant:

US Ecology, Inc.		Victor 5, LLC
251 E. Front Street, Suite 400		3189 Heather Rd.
Boise, ID 83702		Ann Arbor, MI 48108

Attn: Wayne Ipsen		Attn: David Lusk

Or any other addresses of which either Party shall notify the other Party in writing. Any notice provided for under this Agreement shall be deemed effective on the date of actual receipt by a Party. Victor 5, LLC.

8. Entire Agreement . This Agreement constitutes the entire agreement between Company and Consultant. This Agreement supersedes all prior contemporaneous communications, representations, or agreements, whether oral or written, with respect to the subject matter thereof and has been induced by no representations, statements, or agreements other that those herein expressed. No agreement hereafter made between the parties shall be binding on either party unless reduced to writing and signed by an authorized representative of the party sought to be bound thereby.

THE PARTIES HAVE READ THE AGREEMENT,

UNDERSTAND ITS TERMS AND AGREE TO BE BOUND BY THEM.

Company		Consultant


Signature		Signature


Printed Name		Printed Name


Title		Title


Date		Date

EXHIBIT A

SERVICES AND COMPENSATION

Company and Consultant agree as follows:

1. Consultant agrees to perform the following services: Management advisory services as directed by the CEO, or his designate, of US Ecology (“Services”).

2. Company shall be responsible for the following:

3. The Company shall compensate Consultant for the Services as follows:

a. David Lusk - $175 per hour;

b. Administrative support - $50 per hour; and

c. Subcontracted services – to be reimbursed at cost

Payment for services rendered will be made by the Company upon the presentation of a written invoice to Jeff Feeler at the Company.

4. Company shall reimburse Consultant for all reasonable and necessary expenses (at cost) incurred by Consultant in the performance of the Services. Consultant shall not be entitled to reimbursement of any general business overhead expense. Consultant shall furnish such documentation with respect to reimbursement to be paid under this Section as the Company shall reasonably request.

Company		Consultant


Signature		Signature


Printed Name		Printed Name


Title		Date


Date

EXHIBIT 15

US Ecology, Inc.

Boise, ID

We have reviewed, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the unaudited interim financial information of US Ecology, Inc. and subsidiaries for the three-month and six-month periods ended June 30, 2014, and 2013, as indicated in our report dated August 11, 2014; because we did not perform an audit, we expressed no opinion on that information.

We are aware that our report referred to above, which is included in your Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, is incorporated by reference in Registration Statement Nos. 333-157529, 333-68868, 333-93105, 333-140419, and 333-69863 on Form S-8, Registration Statement No. 333-187001 on Form S-3, and Registration Statement No. 333-187003 on Form S-4.

We also are aware that the aforementioned report, pursuant to Rule 436(c) under the Securities Act of 1933, is not considered a part of the Registration Statement prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of Sections 7 and 11 of that Act.

/s/ Deloitte & Touche LLP

Boise, Idaho

August 11, 2014

Exhibit 21

List of Subsidiaries

Subsidiary Name		State of Formation
American Ecology Environmental Services Corporation		Texas Corporation
American Ecology Recycle Center, Inc.		Delaware Corporation
Stablex Canada Inc.		Canadian Federal Corporation
US Ecology Michigan, Inc.		Michigan Corporation
US Ecology Field Services, Inc.		Delaware Corporation
US Ecology Idaho, Inc.		Delaware Corporation
US Ecology Illinois, Inc.		California Corporation
US Ecology Nevada, Inc.		Delaware Corporation
US Ecology Stablex Holdings, Inc.		Delaware Corporation
US Ecology Texas, Inc.		Delaware Corporation
US Ecology Washington, Inc.		Delaware Corporation
EQ Parent Company, Inc.		Delaware Corporation
EQ Holdings, Inc.		Delaware Corporation
Envirite Transportation, LLC		Ohio Limited Liability Company
Envirite of Pennsylvania, Inc.		Delaware Corporation
Envirite of Illinois, Inc.		Delaware Corporation
Envirite of Ohio, Inc.		Delaware Corporation
EQ Augusta, Inc.		Michigan Corporation
EQ Alabama, Inc.		Michigan Corporation
EQ Detroit, Inc.		Michigan Corporation
EQ Oklahoma, Inc.		Michigan Corporation
EQ Industrial Services, Inc.		Michigan Corporation
EQ Florida, Inc.		Michigan Corporation
EQ — The Environmental Quality Company		Michigan Corporation
EQ Mobile Recycling, Inc.		Michigan Corporation
EQ Northeast, Inc.		Massachusetts Corporation
EQ Resource Recovery, Inc.		Michigan Corporation
Michigan Disposal, Inc.		Michigan Corporation
Wayne Disposal, Inc.		Michigan Corporation
Wayne Energy Recovery, Inc.		Michigan Corporation
CD&E Refining LLC		Delaware Limited Liability Company
EQ Metals Recovery LLC		Ohio Limited Liability Company
VAC-All Service, Inc.		Michigan Corporation
Allstate Power Vac, Inc.		New York Corporation
1045 Pennsylvania Ave, LLC		New Jersey Limited Liability Company
Pipevision Technologies, LLC		New York Limited Liability Company
RTF Romulus, LLC		Michigan Limited Liability Company
EQ Industrial Services de Mexico		Mexican Corporation

EXHIBIT 31.1

US ECOLOGY, INC.

CERTIFICATIONS PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION

I, Jeffrey R. Feeler, certify that:

1. I have reviewed this quarterly report on Form 10-Q of US Ecology, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 11, 2014

/s/ Jeffrey R. Feeler

Jeffrey R. Feeler

President and Chief Executive Officer

EXHIBIT 31.2

US ECOLOGY, INC.

CERTIFICATIONS PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION

I, Eric L. Gerratt, certify that:

1. I have reviewed this quarterly report on Form 10-Q of US Ecology, Inc.;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 11, 2014

/s/ Eric L. Gerratt

Eric L. Gerratt

Executive Vice President, Chief Financial Officer and Treasurer

EXHIBIT 32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of US Ecology, Inc., (the “Company”) for the quarterly period ended June 30, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we, Jeffrey R. Feeler and Eric L. Gerratt, Chief Executive Officer and Chief Financial Officer, respectively, of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to our knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

Date: August 11, 2014	/s/ Jeffrey R. Feeler
	Jeffrey R. Feeler President and Chief Executive Officer

	/s/ Eric L. Gerratt
	Eric L. Gerratt Executive Vice President, Chief Financial Officer and Treasurer