NEP Group, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • July 10th, 2015 • NEP Group, Inc. • Services-amusement & recreation services • New York
NEP Group, Inc., a Delaware corporation (the “Company”), proposes to issue and sell [•] shares (the “Firm Stock”) of the Company’s common stock, par value $[•] per share (the “Common Stock”). In addition, the Company proposes to grant to the underwriters (the “Underwriters”) named in Schedule I attached to this agreement (this “Agreement”) options to purchase up to [•] additional shares of the Common Stock on the terms set forth in Section 3 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock”. This Agreement is to confirm the agreement concerning the purchase of the Stock from the Company by the Underwriters.
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • July 10th, 2015 • NEP Group, Inc. • Services-amusement & recreation services • Delaware
This Indemnification Agreement (“Agreement”) is made effective as of [ ], 2015, by and between NEP Group, Inc., a Delaware corporation (the “Corporation”), and [ ], an individual resident of the State of [ ] (“Indemnitee”).
SECOND AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT dated as of December 24, 2012, as Amended and Restated on January 22, 2013 as Further Amended and Restated on February 25, 2013 as Further Amended on September 17, 2013 as Further Amended on...First Lien Credit Agreement • July 24th, 2015 • NEP Group, Inc. • Services-amusement & recreation services • New York
SECOND AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT dated as of February 25, 2013 (as amended by Amendment No. 2 on September 17, 2013, as further amended by Amendment No. 3 on January 23, 2014 and as may be further amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among NEP/NCP HOLDCO, INC., a Delaware corporation, (the “Borrower”), NEP GROUP, INC., a Delaware corporation (“Holdings”), the LENDERS party hereto and Barclays Bank PLC, as Administrative Agent (the “Administrative Agent”).
AMENDED AND RESTATED SECOND LIEN CREDIT AGREEMENT dated as of December 24, 2012, as Amended and Restated on January 22, 2013 as Further Amended on January 23, 2014 among NEP GROUP, INC., as Holdings, NEP/NCP HOLDCO, INC., as Borrower, The Lenders...Second Lien Credit Agreement • July 24th, 2015 • NEP Group, Inc. • Services-amusement & recreation services • New York
AMENDED AND RESTATED SECOND LIEN CREDIT AGREEMENT dated as of December 24, 2012 and amended and restated as of January 22, 2013 (as amended by Amendment No. 1 on January 23, 2014 and as may be further amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among NEP/NCP HOLDCO, INC., a Delaware corporation (the “Borrower”), NEP GROUP, INC., a Delaware corporation (“Holdings”), the LENDERS party hereto and MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent.
REGISTRATION RIGHTS AGREEMENT by and among NEP GROUP, INC. and the STOCKHOLDERS named herein Dated: [•], 2015Registration Rights Agreement • July 10th, 2015 • NEP Group, Inc. • Services-amusement & recreation services • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of [•], 2015, by and among NEP Group, Inc., a Delaware corporation (the “Company”), and the stockholders that are party to this Agreement from time to time, as set forth on the signature page hereto (each, a “Designated Stockholder”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • July 10th, 2015 • NEP Group, Inc. • Services-amusement & recreation services • Pennsylvania
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT IS MADE AS OF THIS 30th DAY OF June, 2015 (the “Effective Date”), between NEP Group, Inc., a Delaware corporation (the “Company”), and Keith Andrews (“Employee”), an individual residing at 430 Shady Avenue, Apartment 20, Pittsburgh, PA 15206 (this “Agreement”).
NEP GROUP, INC. FORM OF RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • July 10th, 2015 • NEP Group, Inc. • Services-amusement & recreation services • Delaware
This Agreement is made and entered into as of ______________ (the “Date of Grant”) by and between NEP Group, Inc., a Delaware corporation (the “Company”), and you;
LOCK-UP LETTER AGREEMENTLock-Up Letter Agreement • July 10th, 2015 • NEP Group, Inc. • Services-amusement & recreation services
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • June 29th, 2015 • NEP Group, Inc. • Services-amusement & recreation services • New York
AMENDMENT NO. 2, dated as of April 29, 2015 (this “Amendment”), to the Amended and Restated Second Lien Credit Agreement, dated as of January 22, 2013 (as amended, restated, supplemented or otherwise modified prior to the date hereof), among NEP/NCP HOLDCO, INC., a Delaware corporation (the “Borrower”), NEP GROUP, INC., a Delaware corporation (“Holdings”), MORGAN STANLEY SENIOR FUNDING, INC., as administrative agent (the “Administrative Agent”), and each lender from time to time party thereto (the “Credit Agreement”), by and among the Borrower, Holdings, the Lenders party thereto, the Administrative Agent and BARCLAYS BANK PLC, as the Amendment No. 2 Arranger (as defined below).
INCREMENTAL AMENDMENT TO CREDIT AGREEMENTIncremental Amendment to Credit Agreement • June 29th, 2015 • NEP Group, Inc. • Services-amusement & recreation services • New York
INCREMENTAL AMENDMENT, dated as of January 27, 2015 (this “Amendment”), to the Second Amended and Restated First Lien Credit Agreement, dated as of February 25, 2013 (as amended, restated, supplemented or otherwise modified prior to the date hereof), among NEP/NCP HOLDCO, INC., a Delaware corporation (the “Borrower”), NEP GROUP, INC., a Delaware corporation (“Holdings”), BARCLAYS BANK PLC, as administrative agent (the “Administrative Agent”), and each lender from time to time party thereto (the “Credit Agreement”), by and among the Borrower, Holdings, the Lenders party thereto and the Administrative Agent. Terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement unless otherwise defined herein.
AMENDMENT NO. 4 TO CREDIT AGREEMENTCredit Agreement • June 29th, 2015 • NEP Group, Inc. • Services-amusement & recreation services • New York
AMENDMENT NO. 4, dated as of August 28, 2014 (this “Amendment”), to the Second Amended and Restated First Lien Credit Agreement, dated as of February 25, 2013 (as amended, restated, supplemented or otherwise modified prior to the date hereof), among NEP/NCP HOLDCO, INC., a Delaware corporation (the “Borrower”), NEP GROUP, INC., a Delaware corporation (“Holdings”), BARCLAYS BANK PLC, as administrative agent (the “Administrative Agent”), and each lender from time to time party thereto (the “Credit Agreement”), by and among the Borrower, Holdings, the Lenders party thereto and the Administrative Agent.
STOCKHOLDERS AGREEMENT by and between NEP GROUP, INC. and CRESTVIEW NEP, L.P. Dated: [●], 2015Stockholders Agreement • July 10th, 2015 • NEP Group, Inc. • Services-amusement & recreation services • Delaware
This STOCKHOLDERS AGREEMENT (as amended, supplemented or restated from time to time, this “Agreement”) is entered into as of [●], 2015 (the “Effective Date”), by and between NEP Group, Inc., a Delaware corporation (the “Company”), and Crestview NEP, L.P., a Delaware limited partnership (“Crestview”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in Section 1.1.
HOLDBACK AGREEMENTHoldback Agreement • July 10th, 2015 • NEP Group, Inc. • Services-amusement & recreation services • Delaware
HOLDBACK AGREEMENT, dated as of [ ], 2015 (this “Agreement”), by and among NEP Group, Inc., a Delaware corporation (the “Company”) and the Management Stockholders. Capitalized terms used herein shall have the respective meanings set forth in Article I.
AMENDMENT NO. 6 TO CREDIT AGREEMENTCredit Agreement • June 29th, 2015 • NEP Group, Inc. • Services-amusement & recreation services • New York
AMENDMENT NO. 6, dated as of April 29, 2015 (this “Amendment”), to the Second Amended and Restated First Lien Credit Agreement, dated as of February 25, 2013 (as amended, restated, supplemented or otherwise modified prior to the date hereof), among NEP/NCP HOLDCO, INC., a Delaware corporation (the “Borrower”), NEP GROUP, INC., a Delaware corporation (“Holdings”), BARCLAYS BANK PLC, as administrative agent (the “Administrative Agent”), and each lender from time to time party thereto (the “Credit Agreement”), by and among the Borrower, Holdings, the Lenders party thereto and the Administrative Agent.
