Exhibit 10.3

EXECUTION VERSION

FIRST AMENDMENT TO CREDIT AGREEMENT

FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of May 31, 2018 by and among GFL ENVIRONMENTAL INC., a corporation existing under the laws of Ontario, Canada (the “Borrower”), the Subsidiary Guarantors party hereto, CITIBANK, N.A., as Successor Administrative Agent (as defined below), BARCLAYS BANK PLC, as administrative agent (in such capacity, the “Existing Administrative Agent”) and collateral agent for the Lenders under the Existing Credit Agreement (as defined below), each Lender party hereto providing the 2018 Incremental Term Loans (as defined below) (including the Delayed Draw Term Commitments (as defined below) with respect thereto) (in such capacity, each a “2018 Incremental Term Lender” and collectively, the “2018 Incremental Term Lenders”) and each other Lender party hereto.

RECITALS:

1. The Borrower, Barclays Bank PLC, as administrative agent and collateral agent, and each Lender from time to time party thereto are parties to that certain Term Loan Credit Agreement dated as of September 30, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”).

2. The Borrower and a group of investors (including affiliates of BC Partners Ltd., Ontario Teachers’ Pension Plan Board and founder Patrick Dovigi) (collectively, the “Investor Group”) intend to recapitalize the Borrower in connection with the acquisition (the “First Amendment Acquisition”) by Hulk Acquisitions Corp. (the “Buyer”), an affiliate of the Investor Group, and the Investor Group of certain equity interests in GFL Environmental Holdings Inc. (“Holdings”) (which currently owns all of the non-voting equity interests and a portion of the voting equity interests in the Borrower) pursuant to that certain Share Purchase Agreement, dated as of April 22, 2018 (together with all exhibits, schedules and other disclosure letters thereto, collectively, the “First Amendment Transaction Agreement”), by and among the Buyer, the Vendors (as defined therein), the Vendors’ Representatives (as defined therein), the Borrower and Holdings. Immediately after the consummation of the First Amendment Acquisition, the Buyer intends to amalgamate with Holdings and form New GFL Environmental Holdings Inc. (“New Holdings”). Thereafter, New Holdings will own all of the non-voting equity interests in the Borrower and a portion of the voting equity interests in the Borrower and the Investor Group will own the remaining voting equity interests in the Borrower (the foregoing transactions and the other transactions contemplated by the First Amendment Transaction Agreement, collectively the “First Amendment Transaction”).

3. In connection with the foregoing and pursuant to Section 2.14, as amended under the Amended Credit Agreement (as defined below), the Borrower has requested the 2018 Incremental Term Lenders to provide, and the 2018 Incremental Term Lenders are willing to provide, on the terms and subject to the conditions set forth herein, an incremental term loan facility (the “2018 Incremental Term Facility”) to the Borrower in an aggregate principal amount not exceeding $905,000,000, comprised of (a) term loans available on the First Amendment Effective Date in an aggregate principal amount of $805,000,000 (the “Effective Date Incremental Term Loans”) which will be used on the First Amendment Effective Date (as defined below) to repay in full the Initial Term Loans outstanding as of the First Amendment Effective Date (together with all accrued and unpaid interest thereon), to finance a portion of the First Amendment Transaction (including the First Amendment Refinancing (as defined below)) and to pay the fees and expenses incurred in connection with the First Amendment Transaction and the other transactions contemplated herein and in the First Amendment Transaction Agreement (including fees and expenses incurred in connection with this Amendment) (collectively, the “First Amendment Transaction Expenses”) and (b) delayed draw term loans in an aggregate principal amount

of up to $100,000,000 (the “Delayed Draw Term Loans” and, together with the Effective Date Incremental Term Loans referred to in clause (a) of this paragraph, the “2018 Incremental Term Loans”) which will be used on and/or from time to time after the First Amendment Effective Date to provide financing for, or to refinance indebtedness incurred or to replace cash used in connection with, Pre-Approved Acquisitions. In accordance with Section 2.14 of the Amended Credit Agreement, the 2018 Incremental Term Loans (a) shall constitute Term Loans and shall, as of the First Amendment Effective Date, repay in full all Initial Term Loans outstanding as of the First Amendment Effective Date (together with any accrued and unpaid interest thereon) of the existing Lenders party to the Existing Credit Agreement immediately prior to the First Amendment Effect Date (collectively, the “Existing Lenders”) and (b) shall have the other terms and conditions set forth herein and in the Amended Credit Agreement.

4. The Existing Administrative Agent has agreed to resign as “administrative agent” under the Existing Credit Agreement (but not, for the avoidance of doubt, as “collateral agent” thereunder) and Citibank, N.A. has agreed to be appointed as “administrative agent” under the Amended Credit Agreement (in such capacity, the “Successor Administrative Agent”), in each case, on and from the First Amendment Effective Date.

5. The Existing Administrative Agent, the Successor Administrative Agent and each of the Lenders (which collectively constitute the Required Lenders) party hereto have agreed, subject to the terms and conditions hereinafter set forth, to (a) amend the Existing Credit Agreement to provide for the 2018 Incremental Term Loans extended by the 2018 Incremental Term Lenders and (b) make certain other amendments to the Existing Credit Agreement, in each case, as further set forth below.

In consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1. Defined Terms. Capitalized terms used and not otherwise defined herein have the meanings assigned to them in the Existing Credit Agreement as amended hereby (the “Amended Credit Agreement”).

SECTION 2. 2018 Incremental Term Loans.

(a) Subject to the terms and conditions set forth herein, each 2018 Incremental Term Lender severally agrees to make (i) Effective Date Incremental Term Loans to the Borrower on the First Amendment Effective Date in a principal amount not to exceed such 2018 Incremental Term Lender’s Effective Date Incremental Term Commitment (as defined below) and (ii) from time to time on and after the First Amendment Effective Date and during the Delayed Draw Commitment Period, Delayed Draw Term Loans in a principal amount not to exceed such 2018 Incremental Term Lender’s Delayed Draw Term Commitment (as defined below). The amount of each 2018 Incremental Term Lender’s Effective Date Incremental Term Commitment and Delayed Draw Term Commitment are each set forth on Schedule 1 hereto.

The “2018 Incremental Term Commitments” means, with respect to each 2018 Incremental Term Lender, its Effective Date Incremental Term Commitments and/or its Delayed Draw Term Commitments. The aggregate amount of 2018 Incremental Term Commitments on the First Amendment Effective Date is $905,000,000.

The “Delayed Draw Term Commitments” means, with respect to each 2018 Incremental Term Lender, its commitment to make Delayed Draw Term Loans to the

Borrower, as the same may be (i) reduced from time to time pursuant to Section 2.06 of the Amended Credit Agreement and (ii) reduced or increased from time to time pursuant to (A) assignments by or to such 2018 Incremental Term Lender pursuant to an Assignment and Assumption in accordance with the terms of the Amended Credit Agreement, (B) an Incremental Amendment, (C) a Refinancing Amendment, (D) an Extension Amendment or (E) an amendment to the Amended Credit Agreement in respect of Replacement Term Loans. The aggregate amount of Delayed Draw Term Commitments on the First Amendment Effective Date is $100,000,000. If the Delayed Draw Term Commitments are not fully drawn on October 31, 2018, the undrawn portion of the Delayed Draw Term Commitments (if any) shall automatically terminate on such date.

The “Effective Date Incremental Term Commitments” means, with respect to each 2018 Incremental Term Lender, its commitment to make Effective Date Incremental Term Loans to the Borrower, as the same may be (i) reduced from time to time pursuant to Section 2.06 of the Amended Credit Agreement and (ii) reduced or increased from time to time pursuant to (A) assignments by or to such 2018 Incremental Term Lender pursuant to an Assignment and Assumption in accordance with the terms of the Amended Credit Agreement, (B) an Incremental Amendment, (C) a Refinancing Amendment, (D) an Extension Amendment or (E) an amendment to the Amended Credit Agreement in respect of Replacement Term Loans. The aggregate amount of Effective Date Incremental Term Commitments on the First Amendment Effective Date is $805,000,000. The Effective Date Incremental Term Commitments shall automatically terminate on the First Amendment Effective Date upon the funding of the Effective Date Incremental Term Loans.

(b) The 2018 Incremental Term Loans shall be made available in U.S. Dollars in immediately available funds in accordance with the Amended Credit Agreement. On the First Amendment Effective Date, the proceeds of the Effective Date Incremental Term Loans will be used to repay in full the Initial Term Loans (together with all accrued and unpaid interest thereon), to finance all or a portion of the First Amendment Transaction and to pay the First Amendment Transaction Expenses and for working capital and other general corporate purposes. The proceeds of the Delayed Draw Term Loans will be used (i) on the First Amendment Effective Date, to refinance indebtedness or replace cash flow used to finance all or a portion of one or more Pre-Approved Acquisitions and (ii) after the First Amendment Effective Date, to finance all or a portion of one or more Pre-Approved Acquisitions and to pay fees and expenses incurred in connection with such acquisitions.

(c) The obligation of each 2018 Incremental Term Lender to make Effective Date Incremental Term Loans and Delayed Draw Term Loans on the First Amendment Effective Date is subject to the satisfaction (or waiver by the 2018 Incremental Term Lenders and the Successor Administrative Agent) of the conditions set forth in Section 5 of this Amendment. The obligation of each 2018 Incremental Term Lender to make Delayed Draw Term Loans after the First Amendment Effective Date during the Delayed Draw Commitment Period is subject to the satisfaction (or waiver by the 2018 Incremental Term Lenders and the Successor Administrative Agent) of the terms and conditions set forth in the Amended Credit Agreement, including, without limitation, Section 4.04 thereof.

(d) The 2018 Incremental Term Lenders, the Borrower and the Existing Administrative Agent acknowledge and agree that (x) the 2018 Incremental Term Commitments provided pursuant to this Amendment shall constitute a new Class of Commitments under the Amended Credit Agreement, (y) the 2018 Incremental Term Loans made pursuant to this Amendment shall constitute a

new Class of Loans under the Amended Credit Agreement and (z) the 2018 Incremental Term Lenders shall constitute a new Class of Lenders under the Amended Credit Agreement.

(e) Except as set forth herein, each 2018 Incremental Term Loan made pursuant to the 2018 Incremental Term Commitments provided hereunder shall be subject to all of the terms and provisions of the Amended Credit Agreement and the other Loan Documents (each as modified by this Amendment) pertaining thereto.

(f) Each 2018 Incremental Term Lender and each Lender party hereto irrevocably consents to this Amendment and all modifications to the Existing Credit Agreement contemplated hereby.

SECTION 3. Amendments to the Existing Credit Agreement. In accordance with Sections 2.14 and 10.01 of the Existing Credit Agreement and effective as of the First Amendment Effective Date, the parties hereto agree that the Existing Credit Agreement, including schedules and exhibits thereto, is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: ~~stricken text~~) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages of the Amended Credit Agreement attached as Exhibit A hereto. The amendments to the Existing Credit Agreement effected pursuant to this Section 3 shall occur immediately prior to the incurrence of the 2018 Incremental Term Loans and the repayment of the Initial Term Loans of the Existing Lenders.

SECTION 4. Representations and Warranties. To induce the other parties hereto to enter into this Amendment, each Loan Party represents and warrants to the other parties hereto on the First Amendment Effective Date as follows:

(a) The execution, delivery and performance by each Loan Party of this Amendment has been duly authorized by all necessary corporate or other organizational action. This Amendment and the Amended Credit Agreement constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws or other Laws affecting creditors’ rights generally and by general principles of equity and principles of good faith and fair dealing.

(b) The First Amendment Specified Representations of the Loan Parties are true and correct in all material respects on and as of the First Amendment Effective Date (immediately after giving effect to this Amendment), except for representations and warranties that are already qualified by materiality, which representations and warranties shall be true and correct after giving effect to such materiality qualifier.

SECTION 5. First Amendment Effective Date. This Amendment shall become effective as of the first date (the “First Amendment Effective Date”) on which each of the following conditions shall have been satisfied (or waived by the 2018 Incremental Term Lenders and the Successor Administrative Agent):

(a) The Successor Administrative Agent shall have received a counterpart signature page of this Amendment duly executed by each Loan Party, the Existing Administrative Agent, the Successor Administrative Agent, each 2018 Incremental Term Lender and the Lenders constituting the Required Lenders.

(b) The Successor Administrative Agent shall have received a certificate signed by a Responsible Officer of each Loan Party (i) attaching the articles of formation or other or

formation documents of such Loan Party and the bylaws, operating agreement or comparable governing document of such Loan Party, in each case, certified by an appropriate Governmental Authority, to the extent applicable, (ii) certifying that attached thereto are the resolutions of the Board of Directors (or other governing body) of such Loan Party approving and authorizing the execution, delivery and performance of this Amendment and the other Loan Documents as being in full force and effect without modification or amendment as of the First Amendment Effective Date, (iii) attaching signature and incumbency certificates of the Responsible Officers of such Loan Party executing Loan Documents to which it is a party and (iv) attaching the good standing certificates described in clause (d) below.

(c) The Successor Administrative Agent shall have received a certificate of good standing, existence or its equivalent with respect to each Loan Party certified as of a recent date by the appropriate Governmental Authorities of the state of incorporation or formation, as the case may be and to the extent such concept exists.

(d) At least three (3) Business Days prior to the First Amendment Effective Date, the Successor Administrative Agent and the 2018 Incremental Term Lenders shall have received all documentation and other information about the Loan Parties that shall have been reasonably requested in writing at least ten (10) Business Days prior to the First Amendment Effective Date and that the Successor Administrative Agent and the 2018 Incremental Term Lenders reasonably determine is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act.

(e) The Successor Administrative Agent shall have received a written legal opinion reasonably satisfactory to it (addressed to the Existing Administrative Agent and each 2018 Incremental Term Lender party hereto and dated the First Amendment Effective Date) of

(i) Simpson Thacher & Bartlett LLP, New York counsel to the Loan Parties, in form and substance reasonably satisfactory to the Successor Administrative Agent;

(ii) Stikeman Elliot LLP, Alberta, British Columbia, Ontario and Quebec counsel to the Loan Parties;

(iii) McInnes Cooper, New Brunswick, Nova Scotia and Newfoundland and Labrador counsel to the Loan Parties;

(iv) D’Arcy & Deacon LLP, Manitoba counsel to the Loan Parties; and

(v) Miller Thomson LLP, Saskatchewan counsel to the Loan Parties.

(f) All fees required to be paid on the First Amendment Effective Date pursuant to that certain Commitment Letter, dated as of April 22, 2018 (the “Commitment Letter”), among the Buyer, Citibank Global Markets Inc. and each other financial institution which signs or has signed a joinder thereto or pursuant to the Fee Letter (as defined therein) and the reasonable out-of-pocket expenses required to be paid on the First Amendment Effective Date pursuant to the Commitment Letter, to the extent invoiced at least three (3) Business Days prior to the First Amendment Effective Date (except as otherwise reasonably agreed by the Borrower), shall, upon the initial borrowings under the 2018 Incremental Term Loans (as applicable), have been, or will

be substantially simultaneously, paid (which amounts may be offset against the proceeds of the 2018 Incremental Term Loans (as applicable)).

(g) The Existing Administrative Agent shall have received, for the account of each Existing Lender which executes this Amendment and submits to the Successor Administrative Agent a signature page hereto on or prior to 5:00 pm (New York time) on May 8, 2018, a consent fee (the “Consent Fee”) in an amount equal to 0.25% of the aggregate principal amount of the Initial Term Loans held by such Lender immediately prior to the First Amendment Effective Date; provided that the Consent Fee shall not be payable if the First Amendment Effective Date does not occur.

(h) The First Amendment Transaction shall have been consummated, or substantially simultaneously with the initial borrowings under the 2018 Incremental Term Loans, shall be consummated, in all material respects in accordance with the terms of the First Amendment Transaction Agreement (as applicable), after giving effect to any modifications, amendments, consents or waivers by you thereto, other than those modifications, amendments, consents or waivers that are materially adverse to the interests of the 2018 Incremental Term Lenders, unless consented to in writing by the 2018 Incremental Term Lenders (such consent not to be unreasonably withheld, delayed or conditioned).

(i) Since December 31, 2017 there has not been a Material Adverse Effect (as such term is defined in the First Amendment Transaction Agreement as in effect on April 22, 2018) and no fact, circumstance, condition, occurrence or event exists or has occurred which has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (as defined in the First Amendment Transaction Agreement as in effect on April 22, 2018).

(j) The Equity Contribution (as defined in the Commitment Letter) shall have been made, or substantially simultaneously with the initial borrowings under the 2018 Incremental Term Loans, shall be made, in at least the amount set forth in Exhibit A to the Commitment Letter.

(k) The Collateral and Guarantee Requirement shall have been satisfied with respect to the Borrower and each other Loan Party on the First Amendment Effective Date; provided that if, notwithstanding the use by the Borrower of commercially reasonable efforts to cause the Collateral and Guarantee Requirement to be satisfied on the First Amendment Effective Date, the requirements thereof (other than (a) execution by the Borrower and each other Loan Party of joinders to the Guaranty, Security Agreement Supplements, Intellectual Property Security Agreements, supplements to the First Lien Intercreditor Agreement and other security agreements and documents (if any) required by the Collateral Documents or, as reasonably requested by and in form already specified or otherwise reasonably satisfactory to the Collateral Agent or the Successor Administrative Agent, (b) creation of and perfection of security interests in the certificated Equity Interests of the Borrower and its Subsidiaries to the extent received from the Company so long as the Buyer used commercially reasonable efforts to obtain such certificates on the First Amendment Effective Date and (c) delivery of Uniform Commercial Code and PPSA financing statements with respect to perfection of security interests in other assets of the Borrower and the other Loan Parties that may be perfected by the filing of a financing statement under the Uniform Commercial Code or the PPSA, as applicable) are not satisfied as of the First Amendment Effective Date, the satisfaction of such requirements shall not be a condition to the availability of the initial 2018 Incremental Term Loans on the First Amendment Effective Date (but shall be required to be satisfied as promptly as practicable after the First Amendment

Effective Date and in any event within five (5) days of the First Amendment Effective Date or such later date as the Successor Administrative Agent may reasonably agree).

(l) The Refinancing (as defined in the Commitment Letter) shall be consummated (the “First Amendment Refinancing”) substantially simultaneously with the incurrence of the initial 2018 Incremental Term Loans and the consummation of the First Amendment Transaction.

(m) All Initial Term Loans owing to Existing Lenders as of the First Amendment Effective Date, together with all accrued and unpaid interest thereon and all other amounts payable under the Existing Credit Agreement for the account of the Existing Lenders shall have been paid (or shall be paid substantially simultaneously with the closing hereunder) and the Successor Administrative Agent shall have received evidence reasonably satisfactory to it of the foregoing.

(n) The Successor Administrative Agent shall have received a Loan Notice in respect of the 2018 Incremental Term Loans to be made on the First Amendment Effective Date and in respect of the Initial Term Loans to be rolled on the First Amendment Effective Date in accordance with the requirements of the Amended Credit Agreement.

(o) The Successor Administrative Agent shall have received a solvency certificate dated the First Incremental Effective Date and after giving effect to the First Amendment Transaction, substantially in the form of Annex I to Exhibit E of the Commitment Letter (adjusted to reference the solvency of the Borrower and its Subsidiaries), of the Borrower’s chief financial officer.

(p) On and as of the First Amendment Effective Date (i) the First Amendment Specified Representations shall be true and correct in all material respects (except for representations and warranties that are already qualified by materiality, which representations and warranties shall be true and correct after giving effect to such materiality qualifier) and (ii) the Specified Acquisition Agreement Representations (as defined below) shall be true and correct in all material respects (except for representations and warranties that are already qualified by materiality, which representations and warranties shall be true and correct in all respects after giving effect to such materiality qualifier).

“Specified Transaction Agreement Representations” means the representations and warranties made by, or with respect to, the Borrower and its subsidiaries in the First Amendment Transaction Agreement as are material to the interests of the 2018 Incremental Term Lenders, but only to the extent that the Borrower (or its affiliates) has the right (taking into account any applicable cure provisions) to terminate its (or their) obligations under the First Amendment Transaction Agreement or to decline to consummate the First Amendment Transaction (in each case, in accordance with the terms thereof) as a result of a breach of such representations and warranties in the First Amendment Transaction Agreement.

SECTION 6. Appointment of Successor Administrative Agent.

(a) Pursuant to Section 9.09 of the Existing Credit Agreement, effective as of the First Amendment Effective Date, the Existing Administrative Agent resigns as the “administrative agent” under the Amended Credit Agreement and the other Loan Documents. On and as of the First Amendment Effective Date, the Existing Administrative Agent’s rights, powers and duties (other than such rights

expressly provided herein) as “administrative agent” thereunder shall be terminated, without any further act or deed on the part of the Existing Administrative Agent or any of the parties to the Amended Credit Agreement or the other Loan Documents.

(b) On and as of the First Amendment Effective Date, (i) the Lenders party hereto (constituting the Required Lenders) hereby appoint, with the consent of the Borrower, in accordance with Section 9.09 of the Amended Credit Agreement, the Successor Administrative Agent as the “Administrative Agent” under the Amended Credit Agreement, (ii) the Successor Administrative Agent hereby accepts its appointment as the “Administrative Agent” under the Credit Agreement and any other Loan Documents and (iii) the Successor Administrative Agent, as the Administrative Agent, shall succeed to, and be vested with, all of the rights, powers and duties of the Administrative Agent under the Amended Credit Agreement and any other Loan Documents; provided, that the Existing Administrative Agent shall remain the Collateral Agent under the Amended Credit Agreement as provided for therein.

(c) For the purposes of Section 5.14 of the First Lien Intercreditor Agreement and notwithstanding anything in the First Lien Intercreditor Agreement as of the First Amendment Effective Date to the contrary, on and from the First Amendment Effective Date, Citibank, N.A. will act in the capacity of First Lien Term Loan Administrative Agent (as defined in the First Lien Intercreditor Agreement) and Barclays Bank PLC will act in the capacity of First Lien Term Loan Collateral Agent (as defined in the First Lien Intercreditor Agreement) (acting at the instruction of the First Lien Term Loan Administrative Agent, the Applicable Authorized Representative and/or the Required First Lien Term Loan Lenders, in each case, as provided for in the First Lien Intercreditor Agreement) solely for the First Lien Term Loan Secured Parties, in each case, for all purposes thereunder.

(d) The parties hereto agree that neither Barclays Bank PLC, in its individual capacity and in its capacity as the Existing Administrative Agent, nor any of its Affiliates, shall bear any responsibility or liability for any actions taken or omitted to be taken by the Successor Administrative Agent or otherwise under this Amendment or, on and after the First Amendment Effective Date, the Amended Credit Agreement or the other Loan Documents. The parties hereto agree that Citibank N.A., in its individual capacity and in its capacity as the Successor Administrative Agent, shall bear no responsibility or liability for any actions taken or omitted to be taken by Barclays Bank PLC in its capacity as the Existing Administrative Agent under the Existing Credit Agreement or the other Loan Documents prior to the First Amendment Effective Date or otherwise under this Amendment.

(e) The Lenders party hereto (constituting the Required Lenders) and each other party hereto agree to, and approve, on a date after the First Amendment Effective Date, the resignation of Barclays Bank PLC as the “collateral agent” (the “Resigning Collateral Agent”) under the Amended Credit Agreement and the other Loan Documents and the appointment of Citibank, N.A. as successor “collateral agent” (the “Successor Collateral Agent”) under the Amended Credit Agreement and the other Loan Documents. The Lenders party hereto (constituting the Required Lenders) and each other party hereto approve and authorize all documentation entered into by the Resigning Collateral Agent and the Successor Collateral Agent to effect such resignation and appointment and to assign to the Successor Collateral Agent for its benefit and for the benefit of the Secured Parties each of the Liens and security interests granted to the Resigning Collateral Agent in its capacity as “collateral agent” under the Loan Documents, and no further action by the Lenders shall be required to effect such documentation and assignment of collateral. The Borrower, the Resigning Collateral Agent and the Successor Collateral Agent agree to use commercially reasonable efforts to effect such resignation and appointment within 15 calendar days of the First Amendment Effective Date.

(f) On and after the First Amendment Effective Date, each party hereto agrees that (a) as set forth in Section 9.09 of the Amended Credit Agreement, the provisions of Article IX and Sections 10.04 and 10.05 of the Amended Credit Agreement shall inure to the benefit of the Existing Administrative Agent (and, as and to the extent provided therein, its officers, directors, employees, affiliates, agents, sub-agents, advisors and controlling persons (collectively, the “Related Parties”)) as to any actions taken or omitted to be taken while it was “Administrative Agent” under the Existing Credit Agreement and the other Loan Documents and (b) the Successor Administrative Agent shall receive all of the benefits, indemnifications and exculpations provided for in the Amended Credit Agreement (including without limitation under the provisions of Article IX and Sections 10.04 and 10.05 therein) that are stated therein to apply to the “Administrative Agent” from and after the First Amendment Effective Date. The Existing Administrative Agent shall retain all claims and rights to indemnification under the Amended Credit Agreement and the other Loan Documents for acts, omissions, events or circumstances occurring or existing on or prior to the First Amendment Effective Date in its capacity as “Administrative Agent” under the Existing Credit Agreement and the other Loan Documents. The Borrower shall promptly reimburse the Existing Administrative Agent following written demand for all out-of-pocket costs and expenses incurred by the Existing Administrative Agent in connection with any actions taken pursuant to this Amendment.

SECTION 7. Effect of Amendment.

(a) Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or Agents under the Amended Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Amended Credit Agreement or any other provision of the Amended Credit Agreement or of any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Borrower to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Amended Credit Agreement or any other Loan Document in similar or different circumstances.

(b) From and after the First Amendment Effective Date, (i) each reference in the Existing Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, and each reference to the “Credit Agreement” in any other Loan Document shall be deemed a reference to the Amended Credit Agreement and (ii) each reference in any Loan Document to the “Term Lender”, “Term Loans”, “Lender” or “Loan” shall be deemed a reference to the 2018 Incremental Term Lenders or 2018 Incremental Term Loans, as applicable. This Amendment shall constitute a “Loan Document” for all purposes of the Amended Credit Agreement and the other Loan Documents and shall be deemed to be an “Incremental Amendment” as defined in the Amended Credit Agreement.

(c) Each Loan Party hereby (i) acknowledges that it has reviewed the terms and provisions of this Amendment, (ii) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party, (iii) ratifies and reaffirms each grant of a lien on, or security interest in, its property made pursuant to the Loan Documents (including, without limitation, each grant of security made by such Loan Party pursuant to the Collateral Documents) and confirms that such liens and security interests continue to secure the Obligations under the Loan Documents (including, for the avoidance of doubt, all Obligations, Obligations Secured and Guaranteed Obligations in respect of the 2018 Incremental Term Loans made available hereunder, each as defined in the applicable Loan Document), subject to the terms thereof, (iv) acknowledges and agrees that each Loan Document to which it is a party or otherwise bound shall

continue and remain in full force and effect and all of its obligations thereunder shall be valid and enforceable and not be impaired or limited by the execution of this Amendment and (v) in the case of each Guarantor, ratifies and reaffirms its guaranty of the Obligations, Obligations Secured, and Guaranteed Obligations (each as defined in the applicable Loan Document) (including, for the avoidance of doubt, all such obligations in respect of the 2018 Incremental Term Loans made available hereunder) pursuant to the Guaranty.

(d) Each party hereto agrees and acknowledges that this Amendment constitutes all notices or requests required under Sections 2.14 of the Existing Credit Agreement, and to the extent inconsistent with any requirement or provision thereof, hereby waives any such inconsistency in effecting the amendments, agreements and undertakings provided herein.

SECTION 8. Amendments; Severability. This Amendment may not be amended nor may any provision hereof be waived except pursuant to Section 10.01 of the Amended Credit Agreement. If any provision of this Amendment is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Amendment shall not be affected or impaired thereby. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

SECTION 9. GOVERNING LAW; Waiver of Jury Trial; Jurisdiction. THIS AMENDMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AMENDMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. The provisions of Sections 10.15(b) and (c), 10.16 and 10.21 of the Amended Credit Agreement are incorporated herein by reference, mutatis mutandis.

SECTION 10. Headings. Section headings herein are included for convenience of reference only and shall not affect the interpretation of this Amendment.

SECTION 11. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by facsimile or other electronic imaging means of an executed counterpart of a signature page to this Amendment shall be effective as delivery of an original executed counterpart of this Amendment.

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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to Credit Agreement to be executed by their respective representatives thereunto duly authorized as of the date first above written.

GFL ENVIRONMENTAL INC.

	as Borrower

	By:	/s/ Patrick Dovigi
	Patrick Dovigi
	President and Chief Executive Officer

1877984 ONTARIO INC.

	as Guarantor

	By:	/s/ Patrick Dovigi
	Patrick Dovigi
	President

GFL INFRASTRUCTURE GROUP INC.

	as Guarantor

	By:	/s/ Patrick Dovigi
	Patrick Dovigi
	President

2191660 ONTARIO INC.

	as Guarantor

	By:	/s/ Patrick Dovigi
	Patrick Dovigi
	President and Secretary