BRIGHTSPRING HEALTH SERVICES, INC., as Issuer, and U.S. BANK N.A., as Trustee INDENTURE Dated as of [•], 2022 Senior SecuritiesIndenture • January 14th, 2022 • BrightSpring Health Services, Inc. • Services-home health care services • New York
INDENTURE, dated as of [•], 2022, between BrightSpring Health Services, Inc., a Delaware corporation (herein called the “Company”), having its principal office at 805 N. Whittington Parkway, Louisville, Kentucky, and U.S. Bank N.A., as Trustee (herein called the “Trustee”).
PURCHASE CONTRACT AGREEMENT Dated as of [•], 2022 between BRIGHTSPRING HEALTH SERVICES, INC. and U.S. BANK N.A., as Purchase Contract Agent, as Attorney-in- Fact for the Holders of Equity-Linked Securities from time to time as provided herein and as...Purchase Contract Agreement • January 14th, 2022 • BrightSpring Health Services, Inc. • Services-home health care services • New York
PURCHASE CONTRACT AGREEMENT, dated as of [•], 2022, between BRIGHTSPRING HEALTH SERVICES, INC., a Delaware corporation (the “Company”), and U.S. BANK N.A., a national banking association acting as purchase contract agent and attorney-in-fact for the Holders of Equity-Linked Securities (as defined herein) from time to time (the “Purchase Contract Agent”) and as trustee under the Indenture (as defined herein).
FIRST LIEN CREDIT AGREEMENT Dated as of March 5, 2019 among PHOENIX INTERMEDIATE HOLDINGS INC., as Holdings, PHOENIX GUARANTOR INC., as the Borrower, The Several Lenders from Time to Time Parties Hereto and MORGAN STANLEY SENIOR FUNDING, INC., as the...First Lien Credit Agreement • January 14th, 2022 • BrightSpring Health Services, Inc. • Services-home health care services • New York
First Lien Credit Agreement, dated as of March 5, 2019, among Phoenix Intermediate Holdings Inc. (“Holdings”), Phoenix Guarantor Inc., a Wholly-Owned Subsidiary of Holdings (“Borrower”), the several lenders from time to time parties hereto (each a “Lender” and, collectively, the “Lenders”), the Letter of Credit Issuers from time to time parties hereto and Morgan Stanley Senior Funding, Inc., as the Administrative Agent and the Collateral Agent (such terms and each other capitalized term used but not defined in this preamble and the recitals having the meaning provided in Section 1).
BRIGHTSPRING HEALTH SERVICES, INC., as Issuer, AND U.S. BANK N.A., as Trustee First Supplemental Indenture Dated as of [•], 2022 to Indenture Dated as of [•], 2022 [•]% Senior Amortizing Notes due 2025First Supplemental Indenture • January 14th, 2022 • BrightSpring Health Services, Inc. • Services-home health care services • New York
FIRST SUPPLEMENTAL INDENTURE dated as of [•], 2022 (this “Supplemental Indenture”) between BRIGHTSPRING HEALTH SERVICES, INC., a Delaware corporation (the “Company”), and U.S. BANK N.A., a national banking association, as trustee (the “Trustee”), supplementing the Indenture dated as of [•], 2022, between the Company and the Trustee (the “Base Indenture”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 14th, 2022 • BrightSpring Health Services, Inc. • Services-home health care services • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 7, 2017, is by and among Phoenix Parent Holdings Inc., a Delaware corporation (the “Corporation”), KKR Phoenix Aggregator L.P., a Delaware limited partnership (“KKR”), Walgreen Co., an Illinois corporation (“Walgreens” and, together with the KKR and any other stockholders of the Corporation who become party to this Agreement from time to time pursuant to the terms hereof, each a “Stockholder” and collectively, the “Stockholders”).
SECOND LIEN CREDIT AGREEMENT Dated as of March 5, 2019 among PHOENIX INTERMEDIATE HOLDINGS INC., as Holdings, PHOENIX GUARANTOR INC., as the Borrower, The Several Lenders from Time to Time Parties Hereto and WILMINGTON TRUST, NATIONAL ASSOCIATION, as...Second Lien Credit Agreement • January 14th, 2022 • BrightSpring Health Services, Inc. • Services-home health care services • New York
Second Lien Credit Agreement, dated as of March 5, 2019, among Phoenix Intermediate Holdings Inc. (“Holdings”), Phoenix Guarantor Inc., a Wholly-Owned Subsidiary of Holdings (“Borrower”), the several lenders from time to time parties hereto (each a “Lender” and, collectively, the “Lenders”), and Wilmington Trust, National Association, as the Administrative Agent and the Collateral Agent (such terms and each other capitalized term used but not defined in this preamble and the recitals having the meaning provided in Section 1).
EMPLOYMENT AGREEMENTEmployment Agreement • January 14th, 2022 • BrightSpring Health Services, Inc. • Services-home health care services • Kentucky
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made as of this 5th day of June, 2018, between Res-Care, Inc. (“the Company”) and Robert Barnes (“Employee”).
MANAGEMENT STOCKHOLDERS’ AGREEMENTManagement Stockholders' Agreement • January 14th, 2022 • BrightSpring Health Services, Inc. • Services-home health care services • Delaware
This MANAGEMENT STOCKHOLDERS’ AGREEMENT (this “Agreement”) is dated as of December 7, 2017, by and among (i) Phoenix Parent Holdings Inc., a Delaware corporation (the “Company”), (ii) KKR Phoenix Aggregator, L.P., a Delaware limited partnership, and each other member of the Sponsor Group which may become a party hereto by execution and delivery of a counterpart signature page hereto identifying such party as a member of the Sponsor Group and (iii) the parties identified on the signature pages hereto as Management Stockholders (the “Management Stockholders”) and the Permitted Transferees of such Management Stockholders identified on the signature pages to the supplementary agreements or documents referred to in Sections 13 and 23 hereof (such Management Stockholders and Permitted Transferees, together with the Company and the Sponsor Group, the “Parties”). All capitalized terms not immediately defined are hereinafter defined in Section 1 hereof.
AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT AMONG PHOENIX PARENT HOLDINGS INC., KKR PHOENIX AGGREGATOR L.P., WALGREEN CO., KKR AMERICAS FUND XII L.P., SOLELY FOR CERTAIN SECTIONS AS SET FORTH HEREIN WALGREENS BOOTS ALLIANCE, INC., SOLELY FOR CERTAIN...Stockholders’ Agreement • January 14th, 2022 • BrightSpring Health Services, Inc. • Services-home health care services • Delaware
This Amended and Restated Stockholders’ Agreement (this “Agreement”) is entered into as of March 5, 2019, by and among Phoenix Parent Holdings Inc., a Delaware corporation (the “Company”), KKR Phoenix Aggregator L.P., a Delaware limited partnership (“KKR”), Walgreen Co., an Illinois corporation (“Walgreens” and, together with KKR and any other stockholders of the Company who become party to this Agreement from time to time pursuant to the terms hereof, the “Stockholders”), KKR Americas Fund XII L.P. (“KKR Americas XII”), solely for purposes of Sections 3.3(d), 4.3, 4.4, 5.3, 5.4, 5.6, 5.7, 5.8, 5.9, 5.10, 5.13, 5.14 and 5.15 (the “KKR Americas Specified Provisions”), Walgreens Boots Alliance, Inc. (“WBA”), solely for purposes of Sections 2.7, 3.3(d), 4.2, 4.3, 4.4, 4.6, 5.3, 5.4, 5.6, 5.7, 5.8, 5.9, 5.10, 5.13, 5.14 and 5.15 (the “WBA Specified Provisions”) and PharMerica Corporation, a Delaware corporation (“PharMerica”), solely for the purposes of Section 4.7.
JOINDER AGREEMENT AND AMENDMENT NO. 2Joinder Agreement and Amendment No. 2 • January 14th, 2022 • BrightSpring Health Services, Inc. • Services-home health care services • New York
JOINDER AGREEMENT AND AMENDMENT NO. 2, dated as of June 30, 2020 (this “Agreement”), by and among Crédit Agricole Corporate and Investment Bank (the “2020 Additional Revolving Credit Lender” and “2020 Letter of Credit Issuer”), Phoenix Guarantor Inc., a Delaware corporation (the “Borrower”), Phoenix Intermediate Holdings Inc., a Delaware corporation (“Holdings”) and Morgan Stanley Senior Funding, Inc., as the Administrative Agent.
ContractFirst Lien Credit Agreement • January 14th, 2022 • BrightSpring Health Services, Inc. • Services-home health care services • New York
AMENDMENT No. 1, dated as of January 30, 2020 (this “Amendment”), to First Lien Credit Agreement, dated as of March 5, 2019 (as amended by the Technical Amendment, dated May 13, 2019, as amended by the Joinder Agreement, dated as of September 30, 2019, and as otherwise may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Phoenix Intermediate Holdings Inc., a Delaware corporation (“Holdings”), Phoenix Guarantor Inc. (the “Borrower”), the several lenders from time to time parties thereto, the Letter of Credit Issuers from time to time parties thereto and Morgan Stanley Senior Funding, Inc., as the Administrative Agent and the Collateral Agent (capitalized terms used but not defined herein having the meaning provided in the Credit Agreement or the Amended Credit Agreement (as defined below), as applicable).
EMPLOYMENT AGREEMENTEmployment Agreement • January 14th, 2022 • BrightSpring Health Services, Inc. • Services-home health care services • Kentucky
THIS EMPLOYMENT AGREEMENT (“Employment Agreement”) is executed as of the Execution Date (as defined in Section 1 below) but made effective as of March 5, 2019, between PHOENIX PARENT HOLDINGS INC., a Delaware corporation (the “Company”), and JON B. ROUSSEAU (the “Employee”).
TECHNICAL AMENDMENTFirst Lien Credit Agreement • January 14th, 2022 • BrightSpring Health Services, Inc. • Services-home health care services • New York
TECHNICAL AMENDMENT (this “Amendment”), dated as of May 17, 2019, to the First Lien Credit Agreement dated as of March 5, 2019 (the “Credit Agreement”, terms not otherwise defined in this Amendment shall have the meanings assigned to such terms in the Credit Agreement), among PHOENIX INTERMEDIATE HOLDINGS INC. (“Holdings”), PHOENIX GUARANTOR INC. (the “Borrower”), the lending institutions from time to time parties hereto (each a “Lender” and, collectively, together with the Swingline Lender and the Letter of Credit Issuers, the “Lenders”) and MORGAN STANLEY SENIOR FUNDING, INC., as the Administrative Agent and the Collateral Agent (in such capacities, the “Administrative Agent”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • January 14th, 2022 • BrightSpring Health Services, Inc. • Services-home health care services • Kentucky
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is made as of this 14th day of December, 2017, between Res-Care, Inc. (“the Company”) and James Mattingly (“Employee”).
JOINDER AGREEMENT AND AMENDMENT NO. 3Joinder Agreement and Amendment No. 3 • January 14th, 2022 • BrightSpring Health Services, Inc. • Services-home health care services • New York
JOINDER AGREEMENT AND AMENDMENT NO. 3, dated as of October 7, 2020 (this “Agreement”), by and among Phoenix Guarantor Inc., a Delaware corporation (the “Borrower”), Phoenix Intermediate Holdings Inc., a Delaware corporation (“Holdings”), the Tranche B-2 Term Loan Lenders (as defined below) party hereto and Morgan Stanley Senior Funding, Inc., as the Administrative Agent.
JOINDER AGREEMENTJoinder Agreement • January 14th, 2022 • BrightSpring Health Services, Inc. • Services-home health care services • New York
JOINDER AGREEMENT, dated as of September 30, 2019 (this “Agreement”), by and among BANK OF MONTREAL, DEUTSCHE BANK AG NEW YORK BRANCH, HSBC BANK USA, NATIONAL ASSOCIATION and BANK OF AMERICA, N.A. (each, a “New Revolving Loan Lender”), Phoenix Guarantor Inc., a Delaware corporation (the “Borrower”), Phoenix Intermediate Holdings Inc. (“Holdings”) and Morgan Stanley Senior Funding, Inc., as the Administrative Agent.
Phoenix Guarantor, Inc. Louisville, Kentucky 40299Monitoring Agreement • January 14th, 2022 • BrightSpring Health Services, Inc. • Services-home health care services • New York
On December 7, 2017, PharMerica Corporation, a Delaware corporation (“PharMerica”), entered into that certain monitoring agreement dated as of December 7, 2017 (the “Original Agreement”) with Kohlberg Kravis Roberts & Co. L.P. (“KKR”) and Walgreens Boots Alliance, Inc. (“WBA”, together with KKR, each, a “Manager” and, collectively, the “Managers”) regarding consulting services to be provided to PharMerica and its direct and indirect subsidiaries and divisions, and parent holding companies and controlled affiliates. In connection with the acquisition of Onex ResCare Holdings Corp., a Delaware corporation (“BrightSpring” and the closing of such acquisition, the “BrightSpring Closing”) by a wholly-owned subsidiary of Phoenix Parent Holdings Inc. on the date hereof, the parties to the Original Agreement desire to provide for the engagement of the Managers by the parent corporation of PharMerica and BrightSpring, Phoenix Guarantor Inc. (the “Company”) and to amend and restate the Original A
ContractFirst Lien Credit Agreement • January 14th, 2022 • BrightSpring Health Services, Inc. • Services-home health care services • New York
AMENDMENT NO. 4, dated as of April 8, 2021 (this “Amendment”), to First Lien Credit Agreement, dated as of March 5, 2019 (as amended by the Technical Amendment, dated May 13, 2019, as supplemented by the Joinder Agreement, dated as of September 30, 2019, as amended by Amendment No. 1, dated as of January 30, 2020, as amended by Joinder Agreement and Amendment No. 2, dated as of June 30, 2020, as amended by Joinder Agreement and Amendment No. 3, dated as of October 7, 2020 and as otherwise amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”; and the Credit Agreement, as amended by this Amendment, the “Amended Credit Agreement”), among Phoenix Intermediate Holdings Inc., a Delaware corporation (“Holdings”), Phoenix Guarantor Inc. (the “Borrower”), the several lenders from time to time parties thereto, the Letter of Credit Issuers from time to time parties thereto and Morgan Stanley Senior Funding, Inc., as the Administr
JOINDER AGREEMENT AND AMENDMENT NO. 5Joinder Agreement and Amendment No. 5 • January 14th, 2022 • BrightSpring Health Services, Inc. • Services-home health care services • New York
First Lien Credit Agreement, dated as of March 5, 2019, among Phoenix Intermediate Holdings Inc. (“Holdings”), Phoenix Guarantor Inc., a Wholly-Owned Subsidiary of Holdings (“Borrower”), the several lenders from time to time parties hereto (each a “Lender” and, collectively, the “Lenders”), the Letter of Credit Issuers from time to time parties hereto and Morgan Stanley Senior Funding, Inc., as the Administrative Agent and the Collateral Agent (such terms and each other capitalized term used but not defined in this preamble and the recitals having the meaning provided in Section 1).
Louisville, KY 40222Employment Agreement • January 14th, 2022 • BrightSpring Health Services, Inc. • Services-home health care services • Kentucky
EMPLOYMENT AGREEMENTEmployment Agreement • January 14th, 2022 • BrightSpring Health Services, Inc. • Services-home health care services • Kentucky
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made effective as of the 5th day of March, 2019, between PharMerica Corporation (“the Company”) and Bob Dries (“Executive”).
