after giving effect to this Amendment (except to the extent that such representations and warranties expressly refer to an earlier date, in which case they are true and correct as of such earlier date). Section 4. Conditions Precedent. This Amendment...Receivables Financing Agreement • July 7th, 2022 • Davey Tree Expert Co • Agricultural services • New York
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT among THE DAVEY TREE EXPERT COMPANY, as Borrower, VARIOUS LENDING INSTITUTIONS, as Banks, KEYBANK NATIONAL ASSOCIATION, as Lead Arranger, Syndication Agent and Administrative Agent and PNC BANK, NATIONAL...Credit Agreement • August 23rd, 2021 • Davey Tree Expert Co • Agricultural services • Ohio
This FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (as the same may from time to time be further amended, restated, supplemented or otherwise modified, this “Agreement”) is made effective as of the 18th day of August, 2021, among:
ContractPerformance Restricted Stock Unit Agreement • March 13th, 2019 • Davey Tree Expert Co • Agricultural services • Ohio
On the Date of Grant set forth below, The Davey Tree Expert Company (the “Company”) grants to the Grantee named below, in accordance with the terms of The Davey Tree Expert Company 2014 Omnibus Stock Plan and any rules promulgated by the Committee from time to time for the administration of such plan (the “Plan”) and this Performance Restricted Stock Unit Agreement (the “Agreement”), Performance Restricted Stock Units with respect to the number of Shares set forth below (the “PRSUs”). Capitalized terms used in this Agreement without definition shall have the meanings assigned to them in the Plan.
AMENDED AND RESTATED CREDIT AGREEMENT among THE DAVEY TREE EXPERT COMPANY, as Borrower, VARIOUS LENDING INSTITUTIONS, as Banks, KEYBANK NATIONAL ASSOCIATION, as Lead Arranger, Syndication Agent and Administrative Agent and NATIONAL CITY BANK,...Credit Agreement • November 22nd, 2006 • Davey Tree Expert Co • Agricultural services • Ohio
This AMENDED AND RESTATED CREDIT AGREEMENT (as the same may from time to time be further amended, restated or otherwise modified, this "Agreement") is made effective as of the 21st day of November, 2006, among:
ContractNon-Qualified Stock Option Agreement • March 13th, 2019 • Davey Tree Expert Co • Agricultural services • Ohio
On the Date of Grant set forth below, The Davey Tree Expert Company (the “Company”) grants to the Grantee named below, in accordance with the terms of The Davey Tree Expert Company 2014 Omnibus Stock Plan and any rules promulgated by the Committee from time to time for the administration of such plan (the “Plan”) and this Stock Option Agreement (the “Agreement”), a Stock Option to purchase the number of Shares set forth below (the “Option”). Capitalized terms used in this Agreement without definition shall have the meanings assigned to them in the Plan.
ContractMaster Note Purchase Agreement • July 22nd, 2010 • Davey Tree Expert Co • Agricultural services • New York
iii- Section 14.04. Costs and Expenses......................................... ...............................96100 Section 14.05. No Proceedings ............ ..................................................................96100 Section 14.06....Receivables Financing Agreement • July 13th, 2023 • Davey Tree Expert Co • Agricultural services • New York
RECEIVABLES FINANCING AGREEMENT AMENDMENT NO. 4Receivables Financing Agreement • March 11th, 2019 • Davey Tree Expert Co • Agricultural services
This Receivables Financing Agreement Amendment No. 4 (this “Amendment”), dated as of August 23, 2018, among DAVEY RECEIVABLES LLC, an Ohio limited liability company, as Borrower (together with its successors and assigns, the “Borrower”); THE DAVEY TREE EXPERT COMPANY, an Ohio corporation, in its individual capacity (“Davey Tree”) and as initial Servicer (in such capacity, together with its successors and assigns in such capacity, the “Servicer”); PNC BANK, NATIONAL ASSOCIATION, as LC Bank (in such capacity, together with its successors and assigns in such capacity, the “LC Bank”); and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as Administrative Agent (in such capacity together with its successors and assigns in such capacity, the “Administrative Agent”).
THE DAVEY TREE EXPERT COMPANY AGREEMENTChairman Services Agreement • March 14th, 2007 • Davey Tree Expert Co • Agricultural services • Ohio
This Agreement is entered into as of this 8th day of December, 2006 by and between The Davey Tree Expert Company, an Ohio corporation (the "Company"), and R. Douglas Cowan, an individual ("Cowan").
AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • July 22nd, 2010 • Davey Tree Expert Co • Agricultural services • Ohio
This Amendment No. 2 to Amended and Restated Credit Agreement (this “Amendment”) is dated as of July 22, 2010, by and among THE DAVEY TREE EXPERT COMPANY, an Ohio corporation (“Borrower”), the lenders party to the Credit Agreement, as hereinafter defined (the “Banks”), and KEYBANK NATIONAL ASSOCIATION, as agent for the Banks (“Agent”).
RECEIVABLES FINANCING AGREEMENT AMENDMENT NO. 9Receivables Financing Agreement • May 20th, 2021 • Davey Tree Expert Co • Agricultural services • New York
This Receivables Financing Agreement Amendment No. 9 (this “Amendment”), dated as of May 18, 2021, among DAVEY RECEIVABLES LLC, an Ohio limited liability company, as Borrower (together with its successors and assigns, the “Borrower”); THE DAVEY TREE EXPERT COMPANY, an Ohio corporation, in its individual capacity (“Davey Tree”) and as Servicer (in such capacity, together with its successors and assigns in such capacity, the “Servicer”); PNC BANK, NATIONAL ASSOCIATION, as LC Bank (in such capacity, together with its successors and assigns in such capacity, the “LC Bank”); and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as Administrative Agent (in such capacity together with its successors and assigns in such capacity, the “Administrative Agent”).
ContractPerformance Restricted Stock Unit Agreement • May 22nd, 2024 • Davey Tree Expert Co • Agricultural services • Ohio
On the Date of Grant set forth below, The Davey Tree Expert Company (the “Company”) grants to the Grantee named below, in accordance with the terms of The Davey Tree Expert Company 2024 Omnibus Stock Plan and any rules promulgated by the Committee from time to time for the administration of such plan (the “Plan”) and this Performance Restricted Stock Unit Agreement (the “Agreement”), and based on the achievement of performance objectives specified by the Committee, Performance Restricted Stock Units with respect to the number of Shares set forth below (the “PRSUs”). Capitalized terms used in this Agreement without definition shall have the meanings assigned to them in the Plan.
SUBORDINATED NOTESubordinated Note • May 8th, 2018 • Davey Tree Expert Co • Agricultural services
FOR VALUE RECEIVED, the undersigned, DAVEY RECEIVABLES LLC, an Ohio limited liability company (the “Buyer”), promises to pay to DAVEY RESOURCE GROUP, INC., an Ohio corporation (the “Originator”), on the terms and subject to the conditions set forth herein and in the Purchase Agreement referred to below, the principal sum of the aggregate unpaid purchase price of all Receivables purchased from time to time by the Buyer from the Originator pursuant to such Purchase Agreement, as such unpaid purchase price is shown in the records of the Originator.
Receivables Financing Agreement Amendment No. 8Receivables Financing Agreement • May 21st, 2020 • Davey Tree Expert Co • Agricultural services
This Receivables Financing Agreement Amendment No. 8 (this “Amendment”), dated as of May 19, 2020, among DAVEY RECEIVABLES LLC, an Ohio limited liability company, as Borrower (together with its successors and assigns, the “Borrower”); THE DAVEY TREE EXPERT COMPANY, an Ohio corporation, in its individual capacity (“Davey Tree”) and as Servicer (in such capacity, together with its successors and assigns in such capacity, the “Servicer”); PNC BANK, NATIONAL ASSOCIATION, as LC Bank (in such capacity, together with its successors and assigns in such capacity, the “LC Bank”); and PNC Bank, NATIONAL ASSOCIATION (“PNC”), as Administrative Agent (in such capacity together with its successors and assigns in such capacity, the “Administrative Agent”).
RECEIVABLES FINANCING AGREEMENT AMENDMENT NO. 6Receivables Financing Agreement • April 24th, 2019 • Davey Tree Expert Co • Agricultural services
This Receivables Financing Agreement Amendment No. 6 (this “Amendment”), dated as of April 23, 2019, among DAVEY RECEIVABLES LLC, an Ohio limited liability company, as Borrower (together with its successors and assigns, the “Borrower”); THE DAVEY TREE EXPERT COMPANY, an Ohio corporation, in its individual capacity (“Davey Tree”) and as initial Servicer (in such capacity, together with its successors and assigns in such capacity, the “Servicer”); PNC BANK, NATIONAL ASSOCIATION, as LC Bank (in such capacity, together with its successors and assigns in such capacity, the “LC Bank”); and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as Administrative Agent (in such capacity together with its successors and assigns in such capacity, the “Administrative Agent”).
RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • May 11th, 2016 • Davey Tree Expert Co • Agricultural services • New York
THIS RECEIVABLES PURCHASE AGREEMENT dated as of May 9, 2016 (this “Agreement”) is among THE DAVEY TREE EXPERT COMPANY (“Davey Tree”), an Ohio corporation and Davey Tree Surgery Company, an Ohio corporation (“Surgery”) (each, together with any Subsidiary of Davey Tree becoming a party hereto by executing a Joinder Agreement (as hereinafter defined), herein referred to collectively as the “Originators” and each individually an “Originator”) and DAVEY RECEIVABLES LLC, an Ohio limited liability company (the “Buyer”). The parties agree as follows:
FIFTH AMENDED AND RESTATED CREDIT AGREEMENT among THE DAVEY TREE EXPERT COMPANY, as Borrower, VARIOUS LENDING INSTITUTIONS, as Banks, KEYBANK NATIONAL ASSOCIATION, as Administrative Agent, KEYBANC CAPITAL MARKETS, INC., PNC CAPITAL MARKETS LLC and...Credit Agreement • July 30th, 2024 • Davey Tree Expert Co • Agricultural services • Ohio
This FIFTH AMENDED AND RESTATED CREDIT AGREEMENT (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) is made effective as of the 29th day of July, 2024, among:
RECEIVABLES FINANCING AGREEMENT Dated as of May 9, 2016 by and among DAVEY RECEIVABLES LLC, as Borrower, PNC BANK, NATIONAL ASSOCIATION, as LC Bank, PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent,Receivables Financing Agreement • May 11th, 2016 • Davey Tree Expert Co • Agricultural services • New York
This RECEIVABLES FINANCING AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of May 9, 2016 by and among the following parties:
WAIVER NO. 1 AND CONSENT Dated as of November 20, 2017 to MASTER NOTE PURCHASE AGREEMENT Dated as of July 22, 2010Waiver and Consent • November 22nd, 2017 • Davey Tree Expert Co • Agricultural services • New York
THIS WAIVER NO. 1 AND CONSENT (“Waiver and Consent”) is made as of November 20, 2017 and shall, upon satisfaction of the conditions precedent set forth in Section 4 below, be effective as of the date hereof, and is by and among The Davey Tree Expert Company (the “Company”), Modern Woodmen of America and United of Omaha Life Insurance Company (each a “Purchaser” and, collectively, the “Purchasers”), under that certain Master Note Purchase Agreement dated as of July 22, 2010, by and among the Company and the Purchasers (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Purchase Agreement.
Receivables Financing Agreement Amendment No. 2Receivables Financing Agreement • May 9th, 2017 • Davey Tree Expert Co • Agricultural services
This Receivables Financing Agreement Amendment No. 2 (this “Amendment”), dated as of May 8, 2017, among Davey Receivables LLC, an Ohio limited liability company, as Borrower (together with its successors and assigns, the “Borrower”); The Davey Tree Expert Company, an Ohio corporation, in its individual capacity (“Davey Tree”) and as initial Servicer (in such capacity, together with its successors and assigns in such capacity, the “Servicer”); PNC Bank, National Association, as LC Bank (in such capacity, together with its successors and assigns in such capacity, the “LC Bank”); and PNC Bank, National Association (“PNC”), as Administrative Agent (in such capacity together with its successors and assigns in such capacity, the “Administrative Agent”).
The Davey Tree Expert Company Kent, Ohio 44240 Re: Amendment No. 1 to Note Purchase and Private Shelf Agreement Ladies and Gentlemen:Note Purchase and Private Shelf Agreement • September 21st, 2021 • Davey Tree Expert Co • Agricultural services • New York
Reference is made to the Note Purchase and Private Shelf Agreement, dated as of September 21, 2018 (the “Note Agreement”), by and among The Davey Tree Expert Company, an Ohio corporation (the “Company”), on the one hand, and PGIM, Inc. (“Prudential”), the Initial Purchasers party thereto, and each Prudential Affiliate (as therein defined) which has become or hereafter becomes a party thereto, on the other. Capitalized terms used herein that are not otherwise defined herein shall have the meaning specified in the Note Agreement.
ContractCredit Agreement • January 20th, 2023 • Davey Tree Expert Co • Agricultural services • Ohio
AMENDMENT NO. 3 TO CREDIT AGREEMENTCredit Agreement • December 23rd, 2004 • Davey Tree Expert Co • Agricultural services • Ohio
This Amendment No. 3 to Credit Agreement (this "Amendment") is dated as of December 21, 2004, by and among THE DAVEY TREE EXPERT COMPANY, an Ohio corporation ("Borrower"), the banking institutions listed on Schedule 1 to the Credit Agreement, as hereinafter defined (the "Banks"), and KEYBANK NATIONAL ASSOCIATION, as agent for the Banks ("Agent").
WAIVER NO. 1 AND CONSENT Dated as of November 20, 2017 to THIRD AMENDED AND RESTATED CREDIT AGREEMENT Dated as of October 6, 2017Waiver and Consent • November 22nd, 2017 • Davey Tree Expert Co • Agricultural services • Ohio
THIS WAIVER NO. 1 AND CONSENT (“Waiver and Consent”) is made as of November 20, 2017 and shall, upon satisfaction of the conditions precedent set forth in Section 4 below, be effective as of the date hereof, and is by and among The Davey Tree Expert Company (the “Borrower”), the financial institutions listed on the signature pages hereof and KeyBank National Association, as Administrative Agent (the “Administrative Agent”), under that certain Third Amended and Restated Credit Agreement dated as of October 6, 2017, by and among the Borrower, the Banks and the Administrative Agent (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • March 16th, 2004 • Davey Tree Expert Co • Agricultural services
This Amendment No. 1 to Credit Agreement (this "Amendment")is dated as of January 21, 2004, by and among THE DAVEY TREE EXPERT COMPANY, an Ohio corporation ("Borrower"), the banking institutions listed on Schedule 1 to the Credit Agreement, as hereinafter defined (the "Banks"), and KEYBANK NATIONAL ASSOCIATION, as agent for the Banks ("Agent").
THE DAVEY TREE EXPERT COMPANY $50,000,000 3.99% Senior Notes, Series A, due September 21, 2028 and Private Shelf Facility NOTE PURCHASE AND PRIVATE SHELF AGREEMENT Dated as of September 21, 2018Note Purchase and Private Shelf Agreement • September 27th, 2018 • Davey Tree Expert Co • Agricultural services • New York
Reference is made to the Note Purchase and Private Shelf Agreement (the “Agreement”), dated as of September 21, 2018, between The Davey Tree Expert Company, an Ohio corporation (herein called the “Issuer”), PGIM, Inc., the Initial Purchasers and each Prudential Affiliate as defined in the Agreement which becomes a party thereto. Capitalized terms used and not otherwise defined herein shall have the respective meanings specified in the Agreement.
ACKNOWLEDGEMENT OF COMMITMENT INCREASE May 15, 2008Acknowledgement of Commitment Increase • August 5th, 2008 • Davey Tree Expert Co • Agricultural services
This Acknowledgement of Commitment Increase (this "Acknowledgement"), is made pursuant to the Credit Agreement, dated as of November 21, 2006 (as amended and as the same may from time to time be further amended, restated or otherwise modified, the ("Credit Agreement"), among The Davey Tree Expert Company ("Borrower"), the lending institutions named therein ("Banks"), and KeyBank National Association, as administrative agent for the Banks ("Agent"). Capitalized terms used in this Acknowledgement and not otherwise defined herein shall be defined as set forth in the Credit Agreement.
FIRST AMENDMENTCredit Agreement • September 27th, 2018 • Davey Tree Expert Co • Agricultural services • Ohio
THIS FIRST AMENDMENT, dated as of September 21, 2018 (this “Amendment”), is by and among THE DAVEY TREE EXPERT COMPANY, an Ohio corporation (the “Borrower”), the lending institutions party to the Credit Agreement (as defined below) (collectively, “Banks” and, individually, “Bank”), and KEYBANK NATIONAL ASSOCIATION, as Administrative Agent for the Banks under the Credit Agreement (“Agent”).
STOCK SUBSCRIPTION AGREEMENT FOR DIRECT STOCK PURCHASESStock Subscription Agreement • March 10th, 2015 • Davey Tree Expert Co • Agricultural services • Ohio
Pursuant to the terms and conditions of The Davey Tree Expert Company 2014 Omnibus Stock Plan, as such may be amended, and upon the additional terms and conditions set forth below, I hereby subscribe to purchase ____________________________________________ (_______) Common Shares, $1.00 par value, of The Davey Tree Expert Company, at a price of $ _______ per share, for a total price of ______________________________ Dollars ($___________), on this ____ day of _________, 20__ (this “Subscription”):
RECEIVABLES FINANCING AGREEMENT AMENDMENT NO. 5Receivables Financing Agreement • March 11th, 2019 • Davey Tree Expert Co • Agricultural services
This Receivables Financing Agreement Amendment No. 5 (this “Amendment”), dated as of January 24, 2019, among DAVEY RECEIVABLES LLC, an Ohio limited liability company, as Borrower (together with its successors and assigns, the “Borrower”); THE DAVEY TREE EXPERT COMPANY, an Ohio corporation, in its individual capacity (“Davey Tree”) and as initial Servicer (in such capacity, together with its successors and assigns in such capacity, the “Servicer”); PNC BANK, NATIONAL ASSOCIATION, as LC Bank (in such capacity, together with its successors and assigns in such capacity, the “LC Bank”); and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as Administrative Agent (in such capacity together with its successors and assigns in such capacity, the “Administrative Agent”).
WAIVER NO. 1 AND CONSENT Dated as of November 20, 2017 to RECEIVABLES FINANCING AGREEMENT Dated as of May 9, 2016Receivables Financing Agreement • November 22nd, 2017 • Davey Tree Expert Co • Agricultural services • New York
THIS WAIVER NO. 1 AND CONSENT (“Waiver and Consent”) is made as of November 20, 2017 and shall, upon satisfaction of the conditions precedent set forth in Section 4 below, be effective as of the date hereof, and is by and among Davey Receivables LLC (the “Borrower”), PNC Bank, National Association, as Administrative Agent (the “Administrative Agent”), PNC Bank, National Association, as LC Bank (the “LC Bank”), The Davey Tree Expert Company in its individual capacity (“Davey Tree”) and as servicer (the “Servicer”) and PNC Capital Markets LLC, as Structuring Agent (the “Structuring Agent”) under that certain Receivable Financing Agreement dated as of May 9, 2016, by and among the Borrower, the Administrative Agent, the LC Bank, Davey Tree, the Servicer and the Structuring Agent (as amended, restated, supplemented or otherwise modified from time to time, the “RFA”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the RFA.
RECEIVABLES FINANCING AGREEMENT AMENDMENT NO. 7Receivables Financing Agreement • May 23rd, 2019 • Davey Tree Expert Co • Agricultural services
This Receivables Financing Agreement Amendment No. 7 (this “Amendment”), dated as of May 21, 2019, among DAVEY RECEIVABLES LLC, an Ohio limited liability company, as Borrower (together with its successors and assigns, the “Borrower”); THE DAVEY TREE EXPERT COMPANY, an Ohio corporation, in its individual capacity (“Davey Tree”) and as initial Servicer (in such capacity, together with its successors and assigns in such capacity, the “Servicer”); PNC BANK, NATIONAL ASSOCIATION, as LC Bank (in such capacity, together with its successors and assigns in such capacity, the “LC Bank”); and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as Administrative Agent (in such capacity together with its successors and assigns in such capacity, the “Administrative Agent”).
August 15, 2024Note Purchase and Private Shelf Agreement • August 20th, 2024 • Davey Tree Expert Co • Agricultural services • New York
Reference is made to the Note Purchase and Private Shelf Agreement, dated as of September 21, 2018 (as amended by that certain Amendment No. 1 to Note Purchase and Private Shelf Agreement dated as of September 20, 2021, the “Note Agreement”), by and among The Davey Tree Expert Company, an Ohio corporation (the “Issuer”), on the one hand, and PGIM, Inc. (“Prudential”), the Initial Purchasers party thereto, and each Prudential Affiliate (as therein defined) which has become or hereafter becomes a party thereto, on the other. Capitalized terms used herein that are not otherwise defined herein shall have the meaning specified in the Note Agreement.
AMENDMENT NO. 4 TO CREDIT AGREEMENTCredit Agreement • August 4th, 2005 • Davey Tree Expert Co • Agricultural services • Ohio
This Amendment No. 4 to Credit Agreement (this "Amendment") is dated as of June 13, 2005, by and among THE DAVEY TREE EXPERT COMPANY, an Ohio corporation ("Borrower"), the lenders party to the Credit Agreement, as hereinafter defined (the "Banks"), and KEYBANK NATIONAL ASSOCIATION, as agent for the Banks ("Agent").
ContractReceivables Financing Agreement • July 24th, 2024 • Davey Tree Expert Co • Agricultural services • New York
