Form Agreement INDEMNIFICATION AGREEMENTIndemnification Agreement • December 11th, 2015 • PSAV, Inc. • Services-business services, nec • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [●], between PSAV, Inc., a Delaware corporation (the “Company”), and [●] (“Indemnitee”). Capitalized terms not defined elsewhere in this Agreement are used as defined in Section 13.
PSAV, INC. Common Stock Underwriting AgreementUnderwriting Agreement • June 6th, 2016 • PSAV, Inc. • Services-business services, nec • New York
PSAV, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [●] shares of common stock, par value $0.01 (“Stock”), of the Company and the stockholders of the Company named in Schedule II-A and Schedule II-B hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of [●] shares and, at the election of the Underwriters, up to [●] additional shares of Stock. The aggregate of [●] shares to be sold by the Company and the Selling Stockholders is herein called the “Firm Shares” and the aggregate of [●] additional shares to be sold by the Selling Stockholders is herein called the “Optional Shares”. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.
CONFIDENTIAL TREATMENT REQUESTED INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND NOTED WITH “****”. AN UNREDACTED VERSION OF THIS DOCUMENT HAS ALSO BEEN PROVIDED TO THE SECURITIES AND EXCHANGE COMMISSION. FIRST LIEN...First Lien Credit Agreement • December 11th, 2015 • PSAV, Inc. • Services-business services, nec • New York
[Attached as Schedule 4 hereto is the Perfection Certificate Supplement required by Section 5.01(j) of the First Lien Credit Agreement, which identifies any changes to the information set forth in the Perfection Certificate since [the Closing Date] [the date of the most recent Perfection Certificate Supplement delivered pursuant to Section 5.01(j) of the First Lien Credit Agreement or pursuant to any other Loan Document] [There has been no change in the information set forth in the Perfection Certificate since [the Closing Date] [the date of the most recent Perfection Certificate Supplement delivered pursuant to Section 5.01(j) of the First Lien Credit Agreement or pursuant to any other Loan Document.]13
CONFIDENTIAL TREATMENT REQUESTED INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND NOTED WITH “****”. AN UNREDACTED VERSION OF THIS DOCUMENT HAS ALSO BEEN PROVIDED TO THE SECURITIES AND EXCHANGE COMMISSION. SECOND LIEN...Second Lien Credit Agreement • December 11th, 2015 • PSAV, Inc. • Services-business services, nec • New York
SECOND LIEN CREDIT AGREEMENT, dated as of January 24, 2014 (this “Agreement”), by and among PSAV ACQUISITION CORP., a Delaware corporation (“AcquisitionCo”), to be merged with and into AVSC HOLDING CORP., a Delaware corporation (the “Company”), PSAV INTERMEDIATE CORP., a Delaware corporation (“Holdings”), the SUBSIDIARIES of the Borrower from time to time party hereto as guarantors, the LENDERS from time to time party hereto and BARCLAYS BANK PLC, as administrative agent for the Lenders and collateral agent for the Secured Parties (in its capacity as administrative and collateral agent, the “Administrative Agent”).
FORM OF PSAV, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 6th, 2016 • PSAV, Inc. • Services-business services, nec • Delaware
REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of [●], 2016, by and among PSAV, Inc., a Delaware corporation (together with its successors and assigns, the “Issuer”), the GS Investor Group (as hereinafter defined), Olympus (as hereinafter defined, and together with the GS Investor Group, the “Investors”), the FS Group (as hereinafter defined), the Management Holders (as hereinafter defined) and the other signatories hereto who execute an agreement to bound to this Agreement in the form of Exhibit A hereto and any other Person who becomes a party hereto.
PSAV, INC. FORM OF Restricted Stock Award AgreementRestricted Stock Award Agreement • May 19th, 2016 • PSAV, Inc. • Services-business services, nec • Delaware
This Restricted Stock Award Agreement (this “Agreement”) is made by and between PSAV, Inc., a Delaware corporation (the “Company”), and [●] (the “Participant”), effective as of [●] (the “Date of Grant”).
CONFIDENTIAL TREATMENT REQUESTED INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND NOTED WITH “****”. AN UNREDACTED VERSION OF THIS DOCUMENT HAS ALSO BEEN PROVIDED TO THE SECURITIES AND EXCHANGE COMMISSION. AMENDED AND...Employment Agreement • December 11th, 2015 • PSAV, Inc. • Services-business services, nec • Illinois
This waiver and release of claims (this “Release Agreement”) is entered into by Audio Visual Services Group, Inc., dba PSAV Presentation Services (“AVSG,” and, together with its parents, subsidiaries and affiliated companies, the “Company,” “we” and/or “us”), and (“you”).
STOCK PURCHASE AGREEMENT by and between PSAV ACQUISITION CORP. and AVSC HOLDING LLC Dated as of November 15, 2013Stock Purchase Agreement • September 10th, 2015 • PSAV, Inc. • New York
This STOCK PURCHASE AGREEMENT, dated as of November 15, 2013 (this “Agreement”), is made by and between PSAV Acquisition Corp., a Delaware corporation (“Buyer”) and AVSC Holding LLC, a Delaware limited liability company (“Seller”). Capitalized terms used herein shall have the meanings assigned to such terms in the text of this Agreement or in Section 8.1.
PSAV, INC. FORM OF Stock Award AgreementStock Award Agreement • May 19th, 2016 • PSAV, Inc. • Services-business services, nec • Delaware
This Stock Award Agreement (this “Agreement”) is made by and between PSAV, Inc., a Delaware corporation (the “Company”), and [●] (the “Participant”), effective as of [●] (the “Date of Grant”).
Exhibits and Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The exhibits and schedules will be provided to the SEC upon request.] AGREEMENT AND PLAN OF MERGER OF PSAV HOLDINGS LLC AND PSAV, INC.Merger Agreement • June 6th, 2016 • PSAV, Inc. • Services-business services, nec
AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 19th, 2016 • PSAV, Inc. • Services-business services, nec • Illinois
This Amendment to the Amended and Restated Employment Agreement (“Amendment”) is entered into as of May 17, 2016, by and between Skylar Cunningham (“Employee”), and Audio Visual Services Group, Inc., a Delaware corporation (the “Employer”).
AMENDMENT NO. 1 to the AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF PSAV HOLDINGS LLCLimited Liability Company Agreement • January 12th, 2016 • PSAV, Inc. • Services-business services, nec
This Amendment No. 1 (this “Amendment”) to the Amended and Restated Limited Liability Company Agreement of PSAV Holdings LLC (the “LLC Agreement”), is made as of July 2, 2014, by and among the Company, the Majority Investors, J. Michael McIlwain, Skylar Cunningham and James Markowitz. Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the LLC Agreement.
FORM OF PSAV HOLDINGS LLC PHANTOM UNIT APPRECIATION PLAN AWARD AGREEMENTPhantom Unit Appreciation Plan Award Agreement • September 10th, 2015 • PSAV, Inc. • Delaware
This award agreement (this “Agreement”) is made as of , 2015 (the “Grant Date”), by PSAV Holdings LLC, a Delaware limited liability company (the “Company”), with (the “Participant”).
CONFIDENTIAL TREATMENT REQUESTED INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND NOTED WITH “****”. AN UNREDACTED VERSION OF THIS DOCUMENT HAS ALSO BEEN PROVIDED TO THE SECURITIES AND EXCHANGE COMMISSION. AMENDED AND...Employment Agreement • December 11th, 2015 • PSAV, Inc. • Services-business services, nec • Illinois
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated as of January 24, 2014 (the “Effective Date”), is by and between AUDIO VISUAL SERVICES GROUP, INC., a Delaware corporation having an office at 111 West Ocean Boulevard, Suite 1100, Long Beach, California 90802 (“Employer”), and JAMES WHITNEY MARKOWITZ (“Employee”).
FORM OF MANAGER INDEMNIFICATION AGREEMENTIndemnification Agreement • September 10th, 2015 • PSAV, Inc. • Delaware
This Indemnification Agreement (“Agreement”) is made as of January 24, 2014 by and between PSAV Holdings LLC (the “Company”), and (“Indemnitee”).
ContractFirst Amendment to Second Lien Credit Agreement • December 11th, 2015 • PSAV, Inc. • Services-business services, nec • New York
FIRST AMENDMENT dated as of May 18, 2015 (this “Agreement”), to the Second Lien Credit Agreement dated as of January 24, 2014, as amended (the “Second Lien Credit Agreement”), among PSAV INTERMEDIATE CORP., a Delaware corporation (“Holdings”), AVSC HOLDING CORP., a Delaware corporation (the “Borrower”), the SUBSIDIARIES of the Borrower party hereto, as guarantors, the LENDERS party thereto (the “Lenders”) and BARCLAYS BANK PLC, as administrative agent for the Lenders and as collateral agent for the Secured Parties (as defined in the Second Lien Credit Agreement) (in such capacities, the “Administrative Agent”).
PSAV, INC. FORM OF Restricted Stock Award AgreementRestricted Stock Award Agreement • May 19th, 2016 • PSAV, Inc. • Services-business services, nec • Delaware
This Restricted Stock Award Agreement (this “Agreement”) is made by and between PSAV, Inc., a Delaware corporation (the “Company”), and [●] (the “Participant”), effective as of [●] (the “Date of Grant”).
CONFIDENTIAL TREATMENT REQUESTED INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND NOTED WITH “****”. AN UNREDACTED VERSION OF THIS DOCUMENT HAS ALSO BEEN PROVIDED TO THE SECURITIES AND EXCHANGE COMMISSION.Employment Agreement • December 11th, 2015 • PSAV, Inc. • Services-business services, nec • Illinois
THIS AMENDED & RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated as of September 4, 2015 (the “Effective Date”), is by and between AUDIO VISUAL SERVICES GROUP, INC., a Delaware corporation having an office at 5100 N River Road, Suite 300, Schiller Park, IL 60176 (“Employer”), and Ben Erwin, an individual residing at 101 Raymond Street, Darien, Connecticut 06820 (“Employee”).
ContractFirst Amendment to the First Lien Credit Agreement • December 11th, 2015 • PSAV, Inc. • Services-business services, nec • New York
FIRST AMENDMENT dated as of May 18, 2015 (this “Agreement”), to the First Lien Credit Agreement dated as of January 24, 2014, as amended (the “First Lien Credit Agreement”), among PSAV INTERMEDIATE CORP., a Delaware corporation (“Holdings”), AVSC HOLDING CORP., a Delaware corporation (the “Borrower”), the SUBSIDIARIES of the Borrower party hereto, as guarantors, the LENDERS party thereto (the “Existing Lenders”) and BARCLAYS BANK PLC, as administrative and collateral agent (in such capacities, the “Administrative Agent”).
FORM OF PSAV, INC. STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • December 11th, 2015 • PSAV, Inc. • Services-business services, nec • Delaware
This STOCKHOLDERS’ AGREEMENT (as the same may be amended from time to time in accordance with its terms, the “Agreement”) is made as of [•], among (i) PSAV, Inc. (the “Company”); (ii) the GS Investor Group; and (iii) the Olympus Investor Group (each of the GS Investor Group and the Olympus Investor Group, an “Investor” and collectively, the “Investors”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • September 10th, 2015 • PSAV, Inc.
This “Agreement” is made and entered into on this January 24, 2014, by and among Broad Street Principal Investments, L.L.C. (“BSPI”), Bridge Street 2013 Holdings, L.P. (“Bridge Street”), MBD 2013 Holdings, L.P. (“MBD”) and Olympus Growth Fund VI, L.P. (“Olympus” and together with BSPI, Bridge Street and MBD, the “Subscribers” and each a “Subscriber”) and PSAV Holdings LLC, a Delaware limited liability company (the “Company”).
FORM OF PSAV HOLDINGS LLC UNIT AWARD AGREEMENTUnit Award Agreement • September 10th, 2015 • PSAV, Inc. • Delaware
This Unit Award Agreement (this “Agreement”) is made as of , 2014 (the “Grant Date”), by PSAV Holdings LLC, a Delaware limited liability company (the “Company”), with (the “Grantee”).
FORM OF PSAV HOLDINGS LLC UNIT AWARD AGREEMENTUnit Award Agreement • September 10th, 2015 • PSAV, Inc. • Delaware
This Unit Award Agreement (this “Agreement”) is made as of January 24, 2014 (the “Grant Date”), by PSAV Holdings LLC, a Delaware limited liability company (the “Company”), with (the “Grantee”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF PSAV HOLDINGS LLC, A DELAWARE LIMITED LIABILITY COMPANY Dated as of January 24, 2014Limited Liability Company Agreement • December 11th, 2015 • PSAV, Inc. • Services-business services, nec • Delaware
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF PSAV HOLDINGS LLC (the “Company”), dated as of January 24, 2014, by and among Broad Street Principal Investments, L.L.C. (“BSPI”), Bridge Street 2013 Holdings, L.P. (“Bridge Street”) and MBD 2013 Holdings, L.P. (“MBD” collectively with BSPI and Bridge Street, the “GS Investor Group”), Olympus Growth Fund VI, L.P. (“Olympus”, each of the GS Investor Group and Olympus, a “Majority Investor”, and collectively, the “Majority Investors” as such term is further defined in Article I), J. Michael McIlwain, Skylar Cunningham, James Markowitz, John Rissi, Ali Vafa, Steve Lipa, Brian Lagestee, Annette Moody, Gregory Van Dyke, Patrick Enright, Michael J. Stengel, Craig Hill, Steve Oliver, Race Street Funding LLC (“FS I”), FS Investment Corporation II (“FS II” and, collectively with FS I, “FS”), and the other members set forth from time to time on Schedule I as members (collectively, the “Members”).
ContractTranche 1 Incremental Facility Agreement • December 11th, 2015 • PSAV, Inc. • Services-business services, nec • New York
TRANCHE 1 INCREMENTAL FACILITY AGREEMENT dated as of January 16, 2015 (this “Agreement”), among PSAV INTERMEDIATE CORP., a Delaware corporation (“Holdings”), AVSC HOLDING CORP., a Delaware corporation (the “Borrower”), the SUBSIDIARIES of the Borrower party hereto, as guarantors, the TRANCHE 1 INCREMENTAL TERM LENDERS party hereto and BARCLAYS BANK PLC, as Administrative Agent (the “Administrative Agent”).
MANAGEMENT ADVISORY SERVICES AGREEMENTManagement Advisory Services Agreement • January 12th, 2016 • PSAV, Inc. • Services-business services, nec • New York
This MANAGEMENT ADVISORY SERVICES AGREEMENT is made as of this 24th day of January, 2014, by and among PSAV Holdings LLC, a Delaware limited liability company (“PSAV Holdings”), PSAV Intermediate Corp., a Delaware corporation (“PSAV Intermediate”) and AVSC Holding Corp., a Delaware corporation (“AVSC”) and, together with PSAV Intermediate and its direct and indirect subsidiaries, the “Companies” and each, a “Company”), Olympus Advisors LLC (“Olympus”) and Goldman, Sachs & Co. (“Goldman”) (each of Olympus and Goldman an “Advisor” and collectively, the “Advisors”).
AMENDMENT TO THE STOCK PURCHASE AGREEMENTStock Purchase Agreement • September 10th, 2015 • PSAV, Inc. • New York
This AMENDMENT TO THE STOCK PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of January 26, 2015 (the “Effective Date”), by and between AVSC Holdings Corp., a Delaware corporation and successor in interest to PSAV Acquisition Corp. (“Buyer”), and AVSC Holding LLC, a Delaware limited liability company (“Seller”), and amends that certain Stock Purchase Agreement, dated November 15, 2013 (the “Purchase Agreement”). Capitalized terms not defined herein shall have the meaning ascribed to such terms in the Purchase Agreement, unless otherwise noted.
CONTRIBUTION AGREEMENTContribution Agreement • September 10th, 2015 • PSAV, Inc. • New York
This CONTRIBUTION AGREEMENT (this “Agreement”) is made as of January 24, 2014 by and between PSAV Intermediate Corp. (“Intermediate Corp.”) and PSAV Acquisition Corp. (“Buyer”).
