BrightView Holdings, Inc. [●] Shares Common Stock ($0.01 par value) Underwriting AgreementBrightView Holdings, Inc. • June 11th, 2018 • Agricultural services • New York
BrightView Holdings, Inc., a Delaware corporation (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, [●] shares of common stock, $0.01 par value (“Common Stock”), of the Company (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to [●] additional shares of Common Stock to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). Certain terms used herein are defined in Section 21 hereof.
AMENDED AND RESTATED INDEMNIFICATION AGREEMENTIndemnification Agreement • June 11th, 2018 • BrightView Holdings, Inc. • Agricultural services • New York
This AMENDED AND RESTATED INDEMNIFICATION AGREEMENT, dated as of May 21, 2014 (the “Agreement”), is among Brickman Parent L.P., a Delaware limited partnership (“Brickman LP”), Brickman GP, LLC, a Delaware limited liability company and the general partner of Brickman LP (“Brickman GP”), Brickman Acquisition Holdings, Inc. (f/k/a Garden Acquisition Holdings, Inc.), a Delaware corporation and a wholly owned subsidiary of Brickman LP (“Parent”), The Brickman Group Ltd. LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (the “Company,” and together with Brickman LP, Brickman GP and Parent, the “Company Entities”), Kohlberg Kravis Roberts & Co. L.P., a Delaware limited partnership (“KKR”), and MSD Capital, L.P., a Delaware limited partnership (“MSD” and, collectively with KKR, the “Managers”). Capitalized terms used herein without definition have the meanings set forth in Section 1 of this Agreement.
STOCKHOLDERS AGREEMENT of BRIGHTVIEW HOLDINGS, INC. Dated as of , 2018Stockholders Agreement • June 11th, 2018 • BrightView Holdings, Inc. • Agricultural services • Delaware
This STOCKHOLDERS AGREEMENT (as the same may be amended from time to time in accordance with its terms, the “Agreement”) is entered into as of , 2018, by and among BrightView Holdings, Inc., a Delaware corporation (the “Company”), and each of the stockholders of the Company whose name appears on the signature pages hereto (each, a “Stockholder” and collectively, the “Stockholders”).
BRICKMAN ACQUISITION HOLDINGS, INC. NEW YORK, NY 10019BrightView Holdings, Inc. • June 11th, 2018 • Agricultural services • New York
This letter serves to confirm that Brickman Acquisition Holdings, Inc. (f/k/a Garden Acquisition Holdings, Inc.) (the “Company”) has engaged Kohlberg Kravis Roberts & Co. L.P. (“KKR”) and MSD Capital, L.P. (“MSD”) (together, the “Managers”) to provide, and the Managers hereby agree to provide, management, consulting and financial services to the Company and its direct and indirect divisions, subsidiaries, parent entities and controlled affiliates (collectively, the “Company Group”), as follows:
BRIGHTVIEW HOLDINGS, INC. RESTRICTED STOCK GRANT AND ACKNOWLEDGMENT (Replacement Award for BrightView Parent L.P. Units)Restricted Stock Grant and Acknowledgement • June 11th, 2018 • BrightView Holdings, Inc. • Agricultural services • New York
THIS RESTRICTED STOCK GRANT AND ACKNOWLEDGEMENT (the “Agreement”), is made effective as of the date set forth on the Company signature page (the “Signature Page”) attached hereto (the “Date of Grant”), by and among BrightView Holdings, Inc., a Delaware corporation (together with its successors and assigns, the “Company”), the participant identified on the Signature Page attached hereto (“Participant”) and BrightView Parent L.P. (f/k/a Brickman Parent L.P.), a Delaware limited partnership (“Parent”).
SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF BRICKMAN PARENT L.P.Addendum Agreement • June 11th, 2018 • BrightView Holdings, Inc. • Agricultural services • Delaware
This SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT of BRICKMAN PARENT L.P. (together with its successors and assigns, the “Partnership”), dated as of June 30, 2014 (as amended or restated from time to time, the “Agreement”), is being entered into by and among BRICKMAN GP, LLC, a Delaware limited liability company, as General Partner (together with any other general partner substituted therefor in accordance with the provisions of this Agreement, the “General Partner”) and the Limited Partners listed on Schedule I attached hereto and such other Persons as shall hereinafter become Limited Partners as hereinafter provided.
INCREMENTAL AMENDMENT AND AMENDMENT NO. 4 FIRST LIEN CREDIT AGREEMENTCredit Agreement • June 11th, 2018 • BrightView Holdings, Inc. • Agricultural services • New York
INCREMENTAL AMENDMENT AND AMENDMENT NO. 4 TO THE FIRST LIEN CREDIT AGREEMENT, dated as of June 8, 2018 (this “Agreement”), by and among the JPMorgan Chase Bank N.A. (the “First Lien Incremental Revolving Lender”), BrightView Holdings, Inc., a Delaware corporation (“Holdings”, formerly known as BrightView Acquisition Holdings, Inc., 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.
AMENDMENT NO. 2 TO THE SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF BRIGHTVIEW PARENT, L.P.BrightView Holdings, Inc. • June 11th, 2018 • Agricultural services • Delaware
RESTRICTED STOCK UNIT AGREEMENT under the BRIGHTVIEW HOLDINGS, INC.Restricted Stock Unit Agreement • June 11th, 2018 • BrightView Holdings, Inc. • Agricultural services • New York
THIS AGREEMENT (the “Agreement”) by and between BrightView Holdings, Inc., a Delaware corporation (the “Company”), and the individual named on the signature page hereto (the “Participant”) is made as of the date set forth on such signature page. Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan.
AMENDMENT NO. 1 TO THE SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF BRICKMAN PARENT L.P. July 5, 2016Limited Partnership Agreement • June 11th, 2018 • BrightView Holdings, Inc. • Agricultural services • Delaware
This AMENDMENT NO. 1 to the Second Amended and Restated Limited Partnership Agreement, dated as of June 30, 2014 (the “Partnership Agreement”) of Brickman Parent L.P., a Delaware limited partnership (the “Partnership”), is made as of the date first written above by BrightView GP I, LLC, a Delaware limited liability company (formerly known as Brickman GP, LLC), as general partner of the Partnership (the “General Partner”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Partnership Agreement.
