FIRST LIEN CREDIT AGREEMENT dated as of December 18, 2013 among GARDEN ACQUISITION HOLDINGS, INC., as Holdings, GARDEN MERGER SUB, LLC, as the Initial Borrower, The Several Lenders from Time to Time Parties Hereto, MORGAN STANLEY SENIOR FUNDING, INC.,...First Lien Credit Agreement • May 30th, 2018 • BrightView Holdings, Inc. • Agricultural services • New York
WHEREAS, pursuant to that certain Agreement and Plan of Merger, dated as of November 10, 2013 (the “Acquisition Agreement”), by and among Holdings, MergerSub, BG Holding LLC and Leonard Green & Partners, L.P. (solely in its capacity as the initial Holder Representative (as defined in therein)), Holdings will acquire the Company through an acquisition transaction pursuant to the Acquisition Agreement whereby MergerSub will merge (the “Merger”) with and into BG Holding LLC, with BG Holding LLC surviving the Merger as wholly-owned Subsidiary of Holdings;
Thomas Donnelly BrightView Landscapes, LLC 24151 Ventura Blvd. Calabasas, CA 91302 Dear Tom:Employment Agreement • May 30th, 2018 • BrightView Holdings, Inc. • Agricultural services • Pennsylvania
This letter agreement (“Agreement”) sets forth the terms of your employment with BrightView Landscapes, LLC (the “Company” and the Company together with BrightView Holdings, Inc. (“Parent”) and each of the Company’s and Parent’s subsidiaries, the “Company Group”) to be effective , 2018 (the “Effective Date”). The purpose of this Agreement is to replace and supersede that certain employment letter agreement by and between you and ValleyCrest Landscape Development, Inc., dated March 17, 2016, as amended on February 20, 2018 (the “Prior Agreement”).
FIRST LIEN/SECOND LIEN INTERCREDITOR AGREEMENT among GARDEN ACQUISITION HOLDINGS, INC., GARDEN MERGER SUB, LLC, and the other Grantors party hereto, MORGAN STANLEY SENIOR FUNDING, INC., as Senior Representative for the Credit Agreement Secured...First Lien/Second Lien Intercreditor Agreement • May 30th, 2018 • BrightView Holdings, Inc. • Agricultural services • New York
FIRS LIEN/SECOND LIEN INTERCREDITOR AGREEMENT, dated as of December 18, 2013 (this “Agreement”), among GARDEN ACQUISITION HOLDINGS, INC., a Delaware corporation (“Holdings”), GARDEN MERGER SUB, LLC, a Delaware limited liabiity company (the “Initial Borrower”), THE BRICKMAN GROUP LTD. LLC, a Delaware limited liability company (the “Company”), the other Grantors (as defined below) party hereto, MORGAN STANLEY SENIOR FUNDING, INC. (“Morgan Stanley”), as Representative for the Credit Agreement Secured Parties (in such capacity, the “Administrative Agent”), CREDIT SUISSE AG, as Representative for the Initial Second Priority Debt Parties (in such capacity, the “Initial Second Priority Representative”), and each additional Second Priority Representative and Senior Representative that from time to time becomes a party hereto pursuant to Section 8.09.
SECOND LIEN CREDIT AGREEMENT dated as of December 18, 2013 among GARDEN ACQUISITION HOLDINGS, INC., as Holdings, GARDEN MERGER SUB, LLC, as the Initial Borrower, The Several Lenders from Time to Time Parties Hereto, CREDIT SUISSE AG, as the...Second Lien Credit Agreement • May 30th, 2018 • BrightView Holdings, Inc. • Agricultural services • New York
WHEREAS, pursuant to that certain Agreement and Plan of Merger, dated as of November 10, 2013 (the “Acquisition Agreement”), by and among Holdings, MergerSub, BG Holding LLC and Leonard Green & Partners, L.P. (solely in its capacity as the initial Holder Representative (as defined in therein)), Holdings will acquire the Company through an acquisition transaction pursuant to the Acquisition Agreement whereby MergerSub will merge (the “Merger”) with and into BG Holding LLC, with BG Holding LLC surviving the Merger as wholly-owned Subsidiary of Holdings;
SECOND LIEN SECURITY AGREEMENTSecond Lien Security Agreement • May 30th, 2018 • BrightView Holdings, Inc. • Agricultural services • New York
THIS SECOND LIEN SECURITY AGREEMENT, dated as of December 18, 2013, among Garden Acquisition Holdings, Inc., a Delaware corporation (“Holdings”), Garden Merger Sub, LLC, a Delaware limited liability company (“MergerSub”), The Brickman Group Ltd. LLC, a Delaware limited liability company (the “Company”), each of the Subsidiaries listed on the signature pages hereto or that becomes a party hereto pursuant to Section 8.14 (each such entity being a “Subsidiary Grantor” and, collectively, the “Subsidiary Grantors”; the Subsidiary Grantors, Holdings, MergerSub and the Company are referred to collectively as the “Grantors”), and Credit Suisse AG, as collateral agent (in such capacity, the “Collateral Agent”) for the benefit of the Secured Parties.
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 30th, 2018 • BrightView Holdings, Inc. • Agricultural services • Delaware
This Indemnification Agreement is effective as of _________, 2018 (this “Agreement”) and is between BrightView Holdings, Inc., a Delaware corporation (the “Company”), and the undersigned director/officer of the Company (“Indemnitee”).
RECEIVABLES FINANCING AGREEMENT Dated as of April 28, 2017 by and among BRIGHTVIEW FUNDING LLC, as Borrower, THE PERSONS FROM TIME TO TIME PARTY HERETO, as Lenders and LC Participants, PNC BANK, NATIONAL ASSOCIATION, as LC Bank, PNC BANK, NATIONAL...Receivables Financing Agreement • May 30th, 2018 • BrightView Holdings, Inc. • 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 April 28, 2017 by and among the following parties:
SECOND LIEN PLEDGE AGREEMENTSecond Lien Pledge Agreement • May 30th, 2018 • BrightView Holdings, Inc. • Agricultural services • New York
SECOND LIEN PLEDGE AGREEMENT, dated as of December 18, 2013 (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Pledge Agreement”), among Garden Acquisition Holdings, Inc., a Delaware corporation (“Holdings”), Garden Merger Sub, LLC, a Delaware limited liability company (“MergerSub”), The Brickman Group Ltd. LLC, a Delaware limited liability company (the “Company”), each of the Subsidiaries listed on the signature pages hereto or that becomes a party hereto pursuant to Section 29 hereof (each such Subsidiary being a “Subsidiary Pledgor” and, collectively, the “Subsidiary Pledgors”; the Subsidiary Pledgors, Holdings, MergerSub and the Company are referred to collectively as the “Pledgors”), and Credit Suisse AG, as collateral agent (in such capacity, the “Collateral Agent”) for the benefit of the Secured Parties.
FIRST LIEN PLEDGE AGREEMENTFirst Lien Pledge Agreement • May 30th, 2018 • BrightView Holdings, Inc. • Agricultural services • New York
FIRST LIEN PLEDGE AGREEMENT, dated as of December 18, 2013 (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Pledge Agreement”), among Garden Acquisition Holdings, Inc., a Delaware corporation (“Holdings”), Garden Merger Sub, LLC, a Delaware limited liability company (“MergerSub”), The Brickman Group Ltd. LLC, a Delaware limited liability company (the “Company”), each of the Subsidiaries listed on the signature pages hereto or that becomes a party hereto pursuant to Section 29 hereof (each such Subsidiary being a “Subsidiary Pledgor” and, collectively, the “Subsidiary Pledgors”; the Subsidiary Pledgors, Holdings, MergerSub and the Company are referred to collectively as the “Pledgors”), and Morgan Stanley Senior Funding, Inc., as collateral agent (in such capacity, the “Collateral Agent”) for the benefit of the Secured Parties.
FIRST LIEN GUARANTEEFirst Lien Guarantee • May 30th, 2018 • BrightView Holdings, Inc. • Agricultural services • New York
THIS FIRST LIEN GUARANTEE dated as of December 18, 2013 (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Guarantee”), by each of the signatories listed on the signature pages hereto and each of the other entities that becomes a party hereto pursuant to Section 20 (the “Guarantors,” and individually, a “Guarantor”), in favor of the Collateral Agent for the benefit of the Secured Parties.
SECOND LIEN GUARANTEESecond Lien Guarantee • May 30th, 2018 • BrightView Holdings, Inc. • Agricultural services • New York
THIS SECOND LIEN GUARANTEE dated as of December 18, 2013 (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Guarantee”), by each of the signatories listed on the signature pages hereto and each of the other entities that becomes a party hereto pursuant to Section 20 (the “Guarantors,” and individually, a “Guarantor”), in favor of the Collateral Agent for the benefit of the Secured Parties.
AMENDMENT TO FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • May 30th, 2018 • BrightView Holdings, Inc. • Agricultural services • New York
AMENDMENT, dated as of June 30, 2014 (this “Amendment”), to that certain First Lien Credit Agreement, dated as of December 18, 2013 (as amended, restated, supplemented or otherwise modified on or prior to the date hereof prior to giving effect to this Amendment, the “Existing Credit Agreement”; and as amended hereby, the “Credit Agreement”) among Garden Acquisition Holdings, Inc. (“Holdings”), The Brickman Group Ltd. LLC (the “Borrower”), the lending institutions from time to time parties thereto (the “Lenders”) and Morgan Stanley Senior Funding, Inc., as the Administrative Agent and the Collateral Agent.
AMENDMENT NO. 3 TO FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • May 30th, 2018 • BrightView Holdings, Inc. • Agricultural services
This Amendment No. 3 to First Lien Credit Agreement (this “Amendment No. 3”) is dated as of March 1, 2018, by and among BrightView Acquisition Holdings, Inc., a Delaware corporation (“Holdings”, a successor to Garden Acquisition Holdings, Inc.), BrightView Landscapes, LLC, a Delaware limited liability company (the “Borrower”, a successor to Garden Merger Sub, LLC) and Morgan Stanley Senior Funding, Inc., as administrative agent for the Lenders (the “Administrative Agent”) under the First Lien Credit Agreement, dated as of December 18, 2013 (as amended, restated or otherwise modified from time to time, the “Credit Agreement”) among inter alios Holdings, the Borrower, the Administrative Agent and the Lenders party thereto.
FIRST LIEN SECURITY AGREEMENTFirst Lien Security Agreement • May 30th, 2018 • BrightView Holdings, Inc. • Agricultural services • New York
THIS FIRST LIEN SECURITY AGREEMENT, dated as of December 18, 2013, among Garden Acquisition Holdings, Inc., a Delaware corporation (“Holdings”), Garden Merger Sub, LLC, a Delaware limited liability company (“MergerSub”), The Brickman Group Ltd. LLC, a Delaware limited liability company (the “Company”), each of the Subsidiaries listed on the signature pages hereto or that becomes a party hereto pursuant to Section 8.14 (each such entity being a “Subsidiary Grantor” and, collectively, the “Subsidiary Grantors”; the Subsidiary Grantors, Holdings, MergerSub and the Company are referred to collectively as the “Grantors”), and Morgan Stanley Senior Funding, Inc., as collateral agent (in such capacity, the “Collateral Agent”) for the benefit of the Secured Parties.
AMENDMENT NO. 2 TO FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • May 30th, 2018 • BrightView Holdings, Inc. • Agricultural services
This Amendment No. 2 to First Lien Credit Agreement (this “Amendment No. 2”) is dated as of December 18, 2017, by and among BrightView Acquisition Holdings, Inc., a Delaware corporation (“Holdings”, a successor to Garden Acquisition Holdings, Inc.), BrightView Landscapes, LLC, a Delaware limited liability company (the “Borrower”, a successor to Garden Merger Sub, LLC), the Lenders party hereto, and Morgan Stanley Senior Funding, Inc., as administrative agent for the Lenders (the “Administrative Agent”) and as Letter of Credit Issuer and Swingline Lender.
AMENDED AND RESTATED JOINDER AGREEMENTJoinder Agreement • May 30th, 2018 • BrightView Holdings, Inc. • Agricultural services • Delaware
This Joinder Agreement amends and restates and supersedes in its entirety that certain Joinder Agreement, dated as of May 21, 2014 (the “Original Joinder Agreement”), by and among Jefferies, MIHI, Mizuho, Sumitomo, Nomura and KCL, the Borrower and the Administrative Agent and Collateral Agent, and such Original Joinder Agreement shall be of no further force or effect.
AMENDMENT NO. 1 TO SECOND LIEN CREDIT AGREEMENTSecond Lien Credit Agreement • May 30th, 2018 • BrightView Holdings, Inc. • Agricultural services
This Amendment No. 1 to Second Lien Credit Agreement (this “Amendment No. 1”) is dated as of March 1, 2018, by and among BrightView Acquisition Holdings, Inc., a Delaware corporation (“Holdings”, a successor to Garden Acquisition Holdings, Inc.), BrightView Landscapes, LLC, a Delaware limited liability company (the “Borrower”, a successor to Garden Merger Sub, LLC) and Credit Suisse AG, as administrative agent for the Lenders (the “Administrative Agent”) under the Second Lien Credit Agreement, dated as of December 18, 2013 (as amended, restated or otherwise modified from time to time, the “Credit Agreement”) among inter alios Holdings, the Borrower, the Administrative Agent and the Lenders party thereto.
GRANT OF SECURITY INTEREST IN TRADEMARK RIGHTSGrant of Security Interest in Trademark Rights • May 30th, 2018 • BrightView Holdings, Inc. • Agricultural services • New York
This GRANT OF SECURITY INTEREST IN TRADEMARK RIGHTS (this “Agreement”), dated as of December 18, 2013, is made by The Brickman Group Ltd. LLC, a Delaware limited liability company (the “Grantor”), in favor of Morgan Stanley Senior Funding, Inc., as collateral agent (in such capacity, the “Agent”) for the several banks and other financial institutions (the “Lenders”) from time to time parties to the First Lien Credit Agreement, dated as of December 18, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Garden Acquisition Holdings, Inc., a Delaware corporation (“Holdings”), Garden Merger Sub, LLC, a Delaware limited liability company (“MergerSub”), The Brickman Group Ltd. LLC, a Delaware limited liability company (the “Company”), the Lenders from time to time party thereto, and Morgan Stanley Senior Funding, Inc., as the Administrative Agent, the Collateral Agent, a Letter of Credit Issuer and the Swingline Lender.
