SECOND LIEN CREDIT AGREEMENT Dated as of March 16, 2017 By and among BCPE EAGLE INTERMEDIATE HOLDINGS, LLC, as Holdings, BCPE EAGLE BUYER LLC, as the Borrower, The several Lenders from time to time parties hereto, ROYAL BANK OF CANADA, as the...Intercreditor Agreement • April 1st, 2021 • Aveanna Healthcare Holdings, Inc. • Services-home health care services • New York
SECOND LIEN CREDIT AGREEMENT, dated as of March 16, 2017, by and among BCPE EAGLE INTERMEDIATE HOLDINGS LLC, a Delaware limited liability company (“Holdings”), BCPE EAGLE BUYER LLC, a Delaware limited liability company (the “Borrower”), the lending institutions from time to time parties hereto as lenders (each, a “Lender” and, collectively, the “Lenders”), and ROYAL BANK OF CANADA, as the Administrative Agent, the Collateral Agent, and a Lender (such terms and each other capitalized term used but not defined in this preamble or the recitals below having the meaning provided in Section 1.1).
EMPLOYMENT AGREEMENTEmployment Agreement • April 1st, 2021 • Aveanna Healthcare Holdings, Inc. • Services-home health care services • Georgia
This Employment Agreement (this “Agreement”) is made as of March 26, 2017, by and among BCPE EAGLE BUYER LLC, a Delaware limited liability company (the “Company”) and Shannon Drake (“Executive’’). The “Effective Date” of this Agreement shall be , 2017.
FIRST LIEN CREDIT AGREEMENT Dated as of March 16, 2017 By and among BCPE EAGLE INTERMEDIATE HOLDINGS, LLC, as Holdings, BCPE EAGLE BUYER LLC, as the Borrower, The several Lenders from time to time parties hereto, BARCLAYS BANK PLC, as the...Intercreditor Agreement • April 1st, 2021 • Aveanna Healthcare Holdings, Inc. • Services-home health care services • New York
FIRST LIEN CREDIT AGREEMENT, dated as of March 16, 2017, by and among BCPE EAGLE INTERMEDIATE HOLDINGS LLC, a Delaware limited liability company (“Holdings”), BCPE EAGLE BUYER LLC, a Delaware limited liability company (the “Borrower”), the lending institutions from time to time parties hereto as lenders (each, a “Lender” and, collectively, together with the Swingline Lender, the “Lenders”), and BARCLAYS BANK PLC, as the Administrative Agent, the Collateral Agent, a Letter of Credit Issuer, the Swingline Lender and a Lender (such terms and each other capitalized term used but not defined in this preamble or the recitals below having the meaning provided in Section 1.1).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 1st, 2021 • Aveanna Healthcare Holdings, Inc. • Services-home health care services • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of March 16, 2017 (the “Effective Date”), by and among (i) BCPE Eagle Holdings, Inc., a Delaware corporation (the “Company”), (ii) each of the sponsors listed on the Schedule of Sponsors attached hereto, as such schedule may be updated from time to time in accordance with the terms of this Agreement (the “Sponsors”), (iii) each of the executives listed on the Schedule of Executives attached hereto, as such schedule may be updated from time to time in accordance with the terms of this Agreement (the “Executives”) and (iv) each Person listed on the Schedule of Other Investors attached hereto, as such schedule may be updated from time to time in accordance with the terms of this Agreement (collectively, the “Other Investors”). The Sponsors, the Executives and the Other Investors are collectively referred to as the “Stockholders” and each individually as a “Stockholder.” Except as otherwise specified herein, all capitalized t
Amendment to Employment AgreementEmployment Agreement • April 1st, 2021 • Aveanna Healthcare Holdings, Inc. • Services-home health care services
THIS AMENDMENT TO EMPLOYMENT AGREEMENT is made this day of March, 2020, by and between Aveanna Healthcare LLC, a Delaware limited liability company (the “Company”), and David Afshar (“Executive”).
MANAGEMENT AGREEMENTManagement Agreement • April 1st, 2021 • Aveanna Healthcare Holdings, Inc. • Services-home health care services • Delaware
This Management Agreement (this “Agreement”) is entered into as of March 16, 2017 by and among BCPE Eagle Holdings Inc., a Delaware corporation (“Parent”), BCPE Eagle Intermediate Holdings LLC, a Delaware limited liability company (“Intermediate”), BCPE Eagle Buyer LLC, a Delaware limited liability company (the “Company”), Bain Capital Private Equity, LP, a Delaware limited partnership (“Bain Capital”) and J.H. Whitney Capital Partners, LLC, a Delaware limited liability company (“Whitney” and, together with Bain Capital, the “Managers”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in Section 13(c) below.
Amendment to Employment AgreementEmployment Agreement • April 1st, 2021 • Aveanna Healthcare Holdings, Inc. • Services-home health care services
THIS AMENDMENT TO EMPLOYMENT AGREEMENT is made this 16th day of March, 2020, by and between Aveanna Healthcare LLC, a Delaware limited liability company (the “company”), and Shannon Drake (“Executive”).
FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • April 1st, 2021 • Aveanna Healthcare Holdings, Inc. • Services-home health care services
This First Amendment to Amended and Restated Employment Agreement (this “Amendment”) is made and entered into, effective as of January 23, 2018 (the “Effective Date”), by and among Aveanna Healthcare LLC f/k/a BCPE Eagle Buyer LLC, a Delaware limited liability company (“Aveanna Healthcare”), Pediatric Services of America, Inc., a Georgia corporation (the “Company”), and H. Anthony Strange (“Executive”).
AMENDMENT NO. 2 TO FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • April 1st, 2021 • Aveanna Healthcare Holdings, Inc. • Services-home health care services • New York
AMENDMENT NO. 2 TO FIRST LIEN CREDIT AGREEMENT (this “Amendment”), dated as of March 19, 2020, by and among Aveanna Healthcare LLC, a Delaware limited liability company (the “Borrower”), the other Credit Parties, Barclays Bank PLC, as the Administrative Agent (the “Administrative Agent”) and each Lender party hereto (constituting Required Lenders).
FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • April 1st, 2021 • Aveanna Healthcare Holdings, Inc. • Services-home health care services
This First Amendment to Amended and Restated Employment Agreement (this “Amendment”) is made and entered into, effective as of January 23, 2018 (the “Effective Date”), by and among Aveanna Healthcare LLC f/k/a BCPE Eagle Buyer LLC, a Delaware limited liability company (“Aveanna Healthcare”), Pediatric Services of America, Inc., a Georgia corporation (the “Company”), and Jeffrey Shaner (“Executive”).
FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • April 1st, 2021 • Aveanna Healthcare Holdings, Inc. • Services-home health care services
This First Amendment to Amended and Restated Employment Agreement (this “Amendment”) is made and entered into, effective as of January 23, 2018 (the “Effective Date”), by and among Aveanna Healthcare LLC f/k/a BCPE Eagle Buyer LLC, a Delaware limited liability company (“Aveanna Healthcare”), Pediatric Services of America, Inc., a Georgia corporation (the “Company”), and Rodney D. Windley (“Executive”).
BCPE EAGLE HOLDINGS INC. STOCKHOLDERS AGREEMENTStockholders Agreement • April 1st, 2021 • Aveanna Healthcare Holdings, Inc. • Services-home health care services • Delaware
THIS STOCKHOLDERS AGREEMENT (this “Agreement”) is made as of March 16, 2017 (the “Effective Date”), by and among (i) BCPE Eagle Holdings Inc., a Delaware corporation (the “Company”), (ii) each of the Sponsors listed on the Schedule of Sponsors attached hereto, as such schedule may be updated from time to time in accordance with the terms of this Agreement, (iii) each of the executives listed on the Schedule of Executives attached hereto, as such schedule may be updated from time to time in accordance with the terms of this Agreement (the “Executives”) and (iv) each Person listed on the Schedule of Other Investors attached hereto, as such schedule may be updated from time to time in accordance with the terms of this Agreement (collectively, the “Other Investors”). The Sponsors, the Executives and the Other Investors are collectively referred to as the “Stockholders” and each individually as a “Stockholder.” Except as otherwise specified herein, all capitalized terms used herein are defi
JOINDER AGREEMENT AND AMENDMENT (New Term Loans)Joinder Agreement and Amendment • April 1st, 2021 • Aveanna Healthcare Holdings, Inc. • Services-home health care services • New York
JOINDER AGREEMENT AND AMENDMENT (this “Agreement”), dated as of July 1, 2018, by and among each of the New Term Loan Lenders set forth on the signature pages hereto (each, a “New Term Loan Lender”), Aveanna Healthcare LLC, a Delaware limited liability company (the “Borrower”), the other Credit Parties, Barclays Bank PLC, as the Administrative Agent (the “Administrative Agent”) and the Revolving Credit Lenders party hereto (constituting Required Revolving Credit Lenders).
AVEANNA HEALTHCARE HOLDINGS INC. FIRST AMENDMENT TO STOCKHOLDERS AGREEMENTStockholders Agreement • April 1st, 2021 • Aveanna Healthcare Holdings, Inc. • Services-home health care services • Delaware
THIS FIRST AMENDMENT TO STOCKHOLDERS AGREEMENT is made as of April 18, 2018 (this “Amendment”), by and among (i) Aveanna Healthcare Holdings Inc., a Delaware corporation f/k/a BCPE Eagle Holdings Inc. (the “Company”) and (ii) each of the undersigned Sponsors party hereto (the “Undersigned Sponsors”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTRelease Agreement • April 1st, 2021 • Aveanna Healthcare Holdings, Inc. • Services-home health care services • Georgia
This Amended and Restated Employment Agreement (this “Agreement”) is made as of March 15, 2017, by and among BCPE EAGLE BUYER LLC, a Delaware limited liability company (“Buyer”), PEDIATRIC SERVICES OF AMERICA, INC., a Georgia corporation (the “Company”), and Rodney D. Windley (“Executive”). The “Effective Date” of this Agreement shall be the Closing Date, as such term is defined in that certain Agreement and Plan of Merger, dated as of December 23, 2016 (the “Merger Agreement”), by and among PSA Healthcare Intermediate Holding, Inc., a Delaware corporation, Buyer, BCPE Eagle Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Buyer, PSA Healthcare Holding, LLC, a Delaware limited liability company, and BCPE Eagle Holdings, Inc., a Delaware corporation (“Holdings”); provided that if the transactions contemplated by the Merger Agreement (collectively, the “Transaction”) are not consummated, this Agreement shall be null and void ab initio and of no force and effect. Thi
SECOND JOINDER AGREEMENT AND FOURTH AMENDMENT (New Term Loans)Second Joinder Agreement and Fourth Amendment • April 1st, 2021 • Aveanna Healthcare Holdings, Inc. • Services-home health care services • New York
SECOND JOINDER AGREEMENT AND FOURTH AMENDMENT (this “Agreement”), dated as of September 21, 2020, by and among the New Term Loan Lender set forth on the signature pages hereto (the “New Term Loan Lender”), Aveanna Healthcare LLC, a Delaware limited liability company (the “Borrower”), the other Credit Parties, Barclays Bank PLC, as the Administrative Agent (the “Administrative Agent”).
AMENDMENT NO. 3 TO FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • April 1st, 2021 • Aveanna Healthcare Holdings, Inc. • Services-home health care services • New York
AMENDMENT NO. 3 TO FIRST LIEN CREDIT AGREEMENT (this “Amendment”), dated as of April 1, 2020, by and among Aveanna Healthcare LLC, a Delaware limited liability company (the “Borrower”), the other Credit Parties, Barclays Bank PLC, as the Administrative Agent (the “Administrative Agent”) and each Lender party hereto (constituting Required Revolving Credit Lenders).
