CREDIT AGREEMENT among CD&R LANDSCAPES MERGER SUB, INC., to be merged with and into JDA HOLDING LLC, CD&R LANDSCAPES MERGER SUB 2, INC., to be merged with and into JOHN DEERE LANDSCAPES LLC, and THE SUBSIDIARY BORROWERS PARTY HERETO, as Borrowers, THE...Credit Agreement • September 24th, 2015 • SiteOne Landscape Supply, Inc. • Agricultural services • New York
CREDIT AGREEMENT, dated as of December 23, 2013, among CD&R LANDSCAPES MERGER SUB, INC., a Delaware corporation (“Merger Sub” and, at any time prior to the consummation of the JDA Merger (as defined in Subsection 1.1) and as further defined in Subsection 1.1, the “Parent Borrower”), CD&R LANDSCAPES MERGER SUB 2, INC., a Delaware corporation (“Merger Sub 2” and, at any time prior to the consummation of the JDL Merger (as defined in Subsection 1.1) and as further defined in Subsection 1.1, the “OpCo Borrower”) and the other Subsidiary Borrowers from time to time party hereto (together with the Parent Borrower and the OpCo Borrower, collectively, the “Borrowers” and each individually, a “Borrower”), the several banks and other financial institutions from time to time party hereto (as further defined in Subsection 1.1, the “Lenders”), and UBS AG, STAMFORD BRANCH, as swingline lender (in such capacity, the “Swingline Lender”), as an issuing lender (in such capacity, an “Issuing Lender”), as
CREDIT AGREEMENT among CD&R LANDSCAPES MERGER SUB, INC., to be merged with and into JDA HOLDING LLC, and CD&R LANDSCAPES MERGER SUB 2, INC., to be merged with and into JOHN DEERE LANDSCAPES LLC, as the Borrowers, THE LENDERS FROM TIME TO TIME PARTIES...Credit Agreement • September 24th, 2015 • SiteOne Landscape Supply, Inc. • Agricultural services • New York
CREDIT AGREEMENT, dated as of December 23, 2013, among CD&R LANDSCAPES MERGER SUB, INC., a Delaware corporation (“Merger Sub” and, at any time prior to the consummation of the JDA Merger (as defined in Subsection 1.1) and as further defined in Subsection 1.1, the “Parent Borrower”), CD&R LANDSCAPES MERGER SUB 2, INC., a Delaware corporation (“Merger Sub 2” and, at any time prior to the consummation of the JDL Merger (as defined in Subsection 1.1) and as further defined in Subsection 1.1, the “OpCo Borrower”, and together with the Parent Borrower, collectively, the “Borrowers” and each individually, a “Borrower”), the several banks and other financial institutions from time to time party hereto (as further defined in Subsection 1.1, the “Lenders”), and ING CAPITAL LLC, as administrative agent (in such capacity and as further defined in Subsection 1.1, the “Administrative Agent”) for the Lenders hereunder and as collateral agent (in such capacity and as further defined in Subsection 1.1,
Employee Stock Subscription Agreement (Purchased Shares)Employee Stock Subscription Agreement • September 24th, 2015 • SiteOne Landscape Supply, Inc. • Agricultural services • Delaware
This Employee Stock Subscription Agreement, dated as of , 2015 between CD&R Landscapes Parent, Inc., a Delaware corporation, and the Employee whose name appears on the signature page hereof, is being entered into pursuant to, and is subject to the terms of, the CD&R Landscapes Parent, Inc. Stock Incentive Plan. The meaning of each capitalized term may be found in Section 9.
ABL GUARANTEE AND COLLATERAL AGREEMENT made by CD&R LANDSCAPES BIDCO, INC. AND JDA HOLDING LLC and certain of its Domestic Subsidiaries, in favor of UBS AG, STAMFORD BRANCH as Collateral Agent Dated as of December 23, 2013Guarantee and Collateral Agreement • September 24th, 2015 • SiteOne Landscape Supply, Inc. • Agricultural services • New York
ABL GUARANTEE AND COLLATERAL AGREEMENT, dated as of December 23, 2013, made by CD&R LANDSCAPES BIDCO, INC., a Delaware corporation (as further defined in the Credit Agreement, “Holdings”), JDA HOLDING LLC, a Delaware limited liability company (as further defined in the Credit Agreement, the “Parent Borrower”), JOHN DEERE LANDSCAPES LLC, a Delaware limited liability company (as further defined in the Credit Agreement, the “OpCo Borrower”) and together with the Parent Borrower, collectively the “Borrowers”) and certain other Domestic Subsidiaries of the Parent Borrower from time to time party hereto, in favor of UBS AG, STAMFORD BRANCH, as collateral agent (in such capacity, and together with its successors and assigns in such capacity, the “Collateral Agent”) and administrative agent (in such capacity, and together with its successors and assigns in such capacity, the “Administrative Agent”) for the banks and other financial institutions (collectively, the “Lenders”; individually, a “Le
REGISTRATION RIGHTS AGREEMENT of CD&R LANDSCAPES PARENT, INC. dated as of December 23, 2013Registration Rights Agreement • September 24th, 2015 • SiteOne Landscape Supply, Inc. • Agricultural services • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of December 23, 2013 by and among CD&R Landscapes Parent, Inc., a Delaware corporation (the “Company”), and each of the stockholders of the Company whose name appears on the signature pages hereof and any Person who becomes a party hereto pursuant to Section 10(c) (such Persons each referred to, individually, as a “Stockholder” and, collectively, as the “Stockholders”). Capitalized terms used herein shall have the meaning assigned to such terms in the text of this Agreement or in Section 1.
Employee Stock Option AgreementEmployee Stock Option Agreement • September 24th, 2015 • SiteOne Landscape Supply, Inc. • Agricultural services • Delaware
This Employee Stock Option Agreement, dated as of , 2015, between CD&R Landscapes Parent, Inc., a Delaware corporation, and the Employee whose name appears on the signature page hereof, is being entered into pursuant to, and is subject to the terms of, the CD&R Landscapes Parent, Inc. Stock Incentive Plan. The meaning of capitalized terms may be found in Section 7.
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • September 24th, 2015 • SiteOne Landscape Supply, Inc. • Agricultural services
THIRD AMENDMENT TO CREDIT AGREEMENT, dated as of February 13, 2015 (this “Amendment”), among JDA Holding LLC, a Delaware limited liability company (as successor by merger to CD&R Landscapes Merger Sub, Inc., the “Parent Borrower”), John Deere Landscapes LLC, a Delaware limited liability company (as successor by merger to CD&R Landscapes Merger Sub 2, Inc., the “OpCo Borrower”), and the other Subsidiary Borrowers from time to time party to the Credit Agreement (together with the Parent Borrower, the OpCo Borrower and their respective successors and assigns, collectively, the “Borrowers” and each individually, a “Borrower”), the Lenders party hereto and UBS AG, STAMFORD BRANCH, as administrative agent for the several banks and other financial institutions from time to time party to the Credit Agreement defined below (in such capacity, the “Administrative Agent”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • September 24th, 2015 • SiteOne Landscape Supply, Inc. • Agricultural services
FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of June 13, 2014 (this “Amendment”), among JDA Holding LLC, a Delaware limited liability company (as successor by merger to CD&R Landscapes Merger Sub, Inc., the “Parent Borrower”), John Deere Landscapes LLC, a Delaware limited liability company (as successor by merger to CD&R Landscapes Merger Sub 2, Inc., the “OpCo Borrower”, and together with the Parent Borrower, collectively, the “Borrowers” and each individually, a “Borrower”), the several banks and other financial institutions from time to time party thereto (the “Lenders”), and ING CAPITAL LLC, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and as collateral agent for the Secured Parties.
INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENTIntellectual Property Assignment Agreement • September 24th, 2015 • SiteOne Landscape Supply, Inc. • Agricultural services • New York
This INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT (the “Assignment”) is made as of December 23, 2013 by and between the Deere & Company, a Delaware corporation, on behalf of itself and its Non-Company Affiliates that own Transferred IP (as defined below) (“Assignor”), and John Deere Landscapes LLC, a Delaware limited liability company (the “Company” or “Assignee”). All capitalized terms used and not otherwise defined herein shall have the meaning ascribed to such terms in the Investment Agreement (as hereinafter defined).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • September 24th, 2015 • SiteOne Landscape Supply, Inc. • Agricultural services
FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of June 13, 2014 (this “Amendment”), among JDA Holding LLC, a Delaware limited liability company (as successor by merger to CD&R Landscapes Merger Sub, Inc., the “Parent Borrower”), John Deere Landscapes LLC, a Delaware limited liability company (as successor by merger to CD&R Landscapes Merger Sub 2, Inc., the “OpCo Borrower”), and the other Subsidiary Borrowers from time to time party to the Credit Agreement (together with the Parent Borrower, the OpCo Borrower and their respective successors and assigns, collectively, the “Borrowers” and each individually, a “Borrower”), the several banks and other financial institutions from time to time party thereto (the “Lenders”), and UBS AG, STAMFORD BRANCH, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), swingline lender, an issuing lender and as collateral agent for the Secured Parties and the Issuing Lenders.
TERM LOAN GUARANTEE AND COLLATERAL AGREEMENT made by CD&R LANDSCAPES BIDCO, INC. and JDA HOLDING LLC and certain of its Domestic Subsidiaries, in favor of ING CAPITAL LLC as Collateral Agent Dated as of December 23, 2013Term Loan Guarantee and Collateral Agreement • September 24th, 2015 • SiteOne Landscape Supply, Inc. • Agricultural services • New York
TERM LOAN GUARANTEE AND COLLATERAL AGREEMENT, dated as of December 23, 2013, made by CD&R LANDSCAPES BIDCO, INC., a Delaware corporation (as further defined in the Credit Agreement, “Holdings”), JDA HOLDING LLC, a Delaware limited liability company (as further defined in the Credit Agreement, the “Parent Borrower”), JOHN DEERE LANDSCAPES LLC, a Delaware limited liability company (as further defined in the Credit Agreement, the “OpCo Borrower”) and together with the Parent Borrower, collectively the “Borrowers”) and certain other Domestic Subsidiaries of the Parent Borrower from time to time party hereto, in favor of ING CAPITAL LLC, as collateral agent (in such capacity, and together with its successors and assigns in such capacity, the “Collateral Agent”) and administrative agent (in such capacity, and together with its successors and assigns in such capacity, the “Administrative Agent”) for the banks and other financial institutions (collectively, the “Lenders”; individually, a “Lend
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • September 24th, 2015 • SiteOne Landscape Supply, Inc. • Agricultural services
SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of January 26, 2015 (this “Amendment”), among JDA Holding LLC, a Delaware limited liability company (as successor by merger to CD&R Landscapes Merger Sub, Inc., the “Parent Borrower”), John Deere Landscapes LLC, a Delaware limited liability company (as successor by merger to CD&R Landscapes Merger Sub 2, Inc., the “OpCo Borrower”, and together with the Parent Borrower, collectively, the “Borrowers” and each individually, a “Borrower”) and ING CAPITAL LLC, as administrative agent for the several banks and other financial institutions from time to time party to the Credit Agreement defined below (in such capacity, the “Administrative Agent”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 24th, 2015 • SiteOne Landscape Supply, Inc. • Agricultural services • New York
This INDEMNIFICATION AGREEMENT, dated as of December 23, 2013 (the “Agreement”), is among CD&R Landscapes Parent, Inc., a Delaware corporation (the “Company”), CD&R Landscapes Midco, Inc. (“Midco”), CD&R Landscapes Bidco, Inc. (“Bidco”), JDA Holding, LLC (“JDA”), John Deere Landscapes, LLC, a Delaware limited liability company (“OpCo” and, together with the Company, Midco, Bidco, and JDA, the “Company Entities”), CD&R Landscapes Holdings, L.P. (“CD&R Investor”), Clayton, Dubilier & Rice Fund VIII, L.P., a Cayman Islands exempted limited partnership (“CD&R Fund VIII”), CD&R Friends & Family Fund VIII, L.P., a Cayman Islands exempted limited partnership (“CD&R F&F Fund VIII”), CD&R Advisor Fund VIII Co-Investor, L.P., a Cayman Islands exempted limited partnership (“CD&R Advisor Fund” and, together with CD&R Fund VIII and CD&R F&F Fund VIII, the “Funds”), Clayton, Dubilier & Rice, Inc., a Delaware corporation (“CD&R, Inc.”), and Clayton, Dubilier & Rice, LLC, a Delaware limited liability
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 24th, 2015 • SiteOne Landscape Supply, Inc. • Agricultural services • New York
This INDEMNIFICATION AGREEMENT, dated as of December 23, 2013 (the “Agreement”), is among CD&R Landscapes Parent, Inc., a Delaware corporation (the “Company”), CD&R Landscapes Midco, Inc. (“Midco”), CD&R Landscapes Bidco, Inc. (“Bidco”), JDA Holding, LLC (“JDA”), John Deere Landscapes LLC, a Delaware limited liability company (“OpCo” and, together with the Company, Midco, Bidco, and JDA, the “Company Entities”), and Deere & Company (“Deere Investor”). Capitalized terms used herein without definition have the meanings set forth in Section 1 of this Agreement.
John Deere Landscapes LLCLetter Agreement • September 24th, 2015 • SiteOne Landscape Supply, Inc. • Agricultural services • New York
This letter agreement (the “Letter Agreement”) memorializes our recent discussions and confirms our agreement and understanding regarding the terms of your departure from John Deere Landscapes LLC (the “Company”), its parent, CD&R Landscapes Parent, Inc. (“Parent”), and all of their respective directly or indirectly owned subsidiaries (collectively, the “Company Group”). Except as specifically provided herein and in the General Release in the form attached hereto as Annex A (the “General Release”), all of the terms and conditions of your employment will continue in full force and effect for so long as your employment with the Company Group continues.
ContractConsulting Agreement • September 24th, 2015 • SiteOne Landscape Supply, Inc. • Agricultural services • New York
This CONSULTING AGREEMENT, dated as of December 23, 2013, (this “Agreement”), is entered into by and among CD&R Landscapes Parent, Inc., a Delaware corporation (the “Company”), CD&R Landscapes Midco, Inc., a Delaware corporation (“Midco”), CD&R Landscapes Bidco, Inc., a Delaware corporation (“Bidco”), JDA Holding LLC (“JDA”), a Delaware limited liability company, John Deere Landscapes LLC, a Delaware limited liability company (“OpCo”) and Deere & Company, a Delaware corporation (“Deere Investor”).
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • September 24th, 2015 • SiteOne Landscape Supply, Inc. • Agricultural services
SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of January 26, 2015 (this “Amendment”), among JDA Holding LLC, a Delaware limited liability company (as successor by merger to CD&R Landscapes Merger Sub, Inc., the “Parent Borrower”), John Deere Landscapes LLC, a Delaware limited liability company (as successor by merger to CD&R Landscapes Merger Sub 2, Inc., the “OpCo Borrower”), and the other Subsidiary Borrowers from time to time party to the Credit Agreement (together with the Parent Borrower, the OpCo Borrower and their respective successors and assigns, collectively, the “Borrowers” and each individually, a “Borrower”) and UBS AG, STAMFORD BRANCH, as administrative agent for the several banks and other financial institutions from time to time party to the Credit Agreement defined below (in such capacity, the “Administrative Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 24th, 2015 • SiteOne Landscape Supply, Inc. • Agricultural services • Georgia
This Employment Agreement (this “Agreement”), dated as of April 21, 2014, is entered into by and between Doug Black (the “Executive”), John Deere Landscapes LLC, a Delaware limited liability company (the “Company”), and CD&R Landscapes Parent, Inc., a Delaware corporation (“Parent”). Capitalized terms that are used but not otherwise defined have the meanings set forth in Section 9.
ContractConsulting Agreement • September 24th, 2015 • SiteOne Landscape Supply, Inc. • Agricultural services • New York
This CONSULTING AGREEMENT, dated as of December 23, 2013, (this “Agreement”), is entered into by and among CD&R Landscapes Parent, Inc., a Delaware corporation (the “Company”), CD&R Landscapes Midco, Inc., a Delaware corporation (“Midco”), CD&R Landscapes Bidco, Inc., a Delaware corporation (“Bidco”), JDA Holding LLC, a Delaware limited liability company (“JDA”), John Deere Landscapes LLC, a Delaware limited liability company (“OpCo”) and Clayton, Dubilier & Rice, LLC, a Delaware limited liability company (“CD&R Manager”).
