ASSET PURCHASE AGREEMENT by and among THE BRICKMAN GROUP, LTD., BRICKMAN BENGALS, LLC, GROUNDMASTERS, INC. GROUNDMASTERS, LLC and Michael G. Rorie as PRINCIPALAsset Purchase Agreement • November 3rd, 2006 • Brickman Group LTD • Agricultural services • Delaware
THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of October 31, 2006, by and among The Brickman Group, Ltd., a Delaware corporation (“Parent”), Brickman Bengals, LLC, a Delaware limited liability company (“Buyer”), Groundmasters, Inc., an Ohio corporation (“Groundmasters”), Groundmasters, LLC, an Ohio limited liability company, (the “GM Subsidiary,” together with Groundmasters, the “Company”) and Michael G. Rorie (the “Principal”).
CONSENT AND THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 3rd, 2006 • Brickman Group LTD • Agricultural services • Illinois
THIS CONSENT AND THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of October 31, 2006 by and among THE BRICKMAN GROUP, LTD., a Delaware corporation (the “Borrower”), BRICKMAN GROUP HOLDINGS, INC., a Delaware corporation (“Holdings”), ANTARES CAPITAL CORPORATION, a Delaware corporation, as Agent under the Credit Agreement referred to below, the “Lenders” party to the Credit Agreement referred to below and each of the other entities who are signatories hereto under the heading “Loan Parties” on the signature pages hereto (such entities, together with Borrower and Holdings, are sometimes referred to herein collectively as the “Loan Parties” and each individually as a “Loan Party”).
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD, UNLESS IT HAS BEEN REGISTERED UNDER SUCH ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION...Brickman Group LTD • November 3rd, 2006 • Agricultural services • Delaware
This Note is issued pursuant to an Asset Purchase Agreement, dated as of the date hereof (as may be amended and modified from time to time, the “Asset Purchase Agreement”), by and among the Company, Brickman Bengals, LLC, a Delaware limited liability company, the Holder, Groundmasters, LLC, an Ohio limited liability company (the “GM Subsidiary”) and Stockholder. Payment of this Note is subject to the terms and conditions of the Asset Purchase Agreement, the terms of which are incorporated herein by reference as if fully set forth at length herein.
SECOND SUPPLEMENTAL INDENTURESupplemental Indenture • November 3rd, 2006 • Brickman Group LTD • Agricultural services • New York
SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 31, 2006, among Brickman Bengals, LLC (the “New Guarantor”), a subsidiary of The Brickman Group, Ltd. (or its successor), a Delaware corporation (the “Company”), the Company, the Guarantors (the “Existing Guarantors”) under the Indenture referred to below, and The Bank of New York Trust Company, N.A. (successor to Bank One N.A.), as trustee under the Indenture referred to below (the “Trustee”).
