•] shares of Common Stock Aveanna Healthcare Holdings Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • April 20th, 2021 • Aveanna Healthcare Holdings, Inc. • Services-home health care services • New York
Aveanna Healthcare Holdings Inc., a Delaware corporation (the “Company”), proposes to sell [•] shares (the “Firm Stock”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). In addition, the Company proposes to grant to the underwriters named in Schedule I (the “Underwriters”) attached to this agreement (this “Agreement”) an option to purchase up to [•] additional shares of the Common Stock on the terms set forth in Section 3 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock”. This Agreement is to confirm the agreement concerning the purchase of the Stock from the Company by the Underwriters.
THIRD AMENDMENT TO THE RECEIVABLES FINANCING AGREEMENTReceivables Financing Agreement • August 4th, 2023 • Aveanna Healthcare Holdings, Inc. • Services-home health care services • New York
Capitalized terms used but not otherwise defined herein (including such terms used above) have the respective meanings assigned thereto in the Receivables Financing Agreement described below.
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).
AMENDMENT NO. 1 TO SECOND LIEN CREDIT AGREEMENTSecond Lien Credit Agreement • August 10th, 2023 • Aveanna Healthcare Holdings, Inc. • Services-home health care services • New York
SEPARATION AND TRANSITION AGREEMENTRelease Agreement • March 16th, 2023 • Aveanna Healthcare Holdings, Inc. • Services-home health care services • Georgia
This Separation and Transition Agreement (this “Agreement”) is by and among Rodney D. Windley (the “Executive”), Aveanna Healthcare LLC (f/k/a BCPE Eagle Buyer LLC) (the “Subsidiary”) and Aveanna Healthcare Holdings Inc., a Delaware corporation and successor to Pediatric Services of America, Inc. (“Holdings,” and together with the Subsidiary, collectively, the “Company”). The Subsidiary, Holdings and the Executive are sometimes referred to individually herein as a “Party” and collectively as the “Parties.”
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 20th, 2021 • Aveanna Healthcare Holdings, Inc. • Services-home health care services • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of [•], 2021 (the “Effective Date”), by and among (i) Aveanna Healthcare 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 he
EXTENSION AMENDMENT TO FIRST LIEN CREDIT AGREEMENT dated as of July 15, 2021, among AVEANNA HEALTHCARE INTERMEDIATE HOLDINGS LLC (f/k/a BCPE EAGLE INTERMEDIATE HOLDINGS LLC), as Holdings, AVEANNA HEALTHCARE LLC (f/k/a BCPE EAGLE BUYER LLC), as the...First Lien Credit Agreement • July 20th, 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).
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 20th, 2021 • Aveanna Healthcare Holdings, Inc. • Services-home health care services
This Indemnification Agreement (“Agreement”) is made and entered into as of this ___ day of April, 2021, by and among Aveanna Healthcare Holdings Inc., a Delaware corporation (“Parent”), Aveanna Healthcare Intermediate Holdings LLC, a Delaware limited liability company (“Intermediate”) and Aveanna Healthcare LLC, a Delaware limited liability company (“Aveanna” and together with Parent, and Intermediate, each a “Company” and, collectively, the “Companies”), and ____________ (“Indemnitee”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in Section 15 hereof.
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”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 14th, 2024 • Aveanna Healthcare Holdings, Inc. • Services-home health care services • Georgia
This Amended and Restated Employment Agreement (this "Agreement") is made as of December 23, 2016, by and between PEDIATRIC SERVICES OF AMERICA, INC., a Georgia corporation (the "Company"), and Ed Reisz ("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, BCPE Eagle Buyer LLC, a Delaware limited liability company ("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.
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).
SEPARATION AND TRANSITION AGREEMENTRelease Agreement • January 17th, 2024 • Aveanna Healthcare Holdings, Inc. • Services-home health care services • Georgia
This Separation and Transition Agreement (this “Agreement”) is by and among Shannon Drake (the “Executive”), Aveanna Healthcare LLC (f/k/a BCPE Eagle Buyer LLC) (the “Subsidiary”) and Aveanna Healthcare Holdings Inc., a Delaware corporation (“Holdings,” and together with the Subsidiary, collectively, the “Company”). The Subsidiary, Holdings and the Executive are sometimes referred to individually herein as a “Party” and collectively as the “Parties.”
MEMBERSHIP INTEREST PURCHASE AGREEMENT DATED SEPTEMBER 27, 2021 BY AND AMONG COMFORT CARE HOME HEALTH SERVICES, LLC, (“COMFORT CARE HOME HEALTH”) AND COMFORT CARE HOSPICE, L.L.C. (“COMFORT CARE HOSPICE”) AND PREMIER MEDICAL HOUSECALL, LLC (“PREMIER...Membership Interest Purchase Agreement • October 1st, 2021 • Aveanna Healthcare Holdings, Inc. • Services-home health care services • Delaware
This Membership Interest Purchase Agreement (this “Agreement”) is entered into as of September 27, 2021, by and among Aveanna Healthcare Senior Services LLC, a Delaware limited liability company (“Buyer”), Comfort Care Home Health Services, LLC, an Alabama limited liability company (“Comfort Care Home Health”), Comfort Care Hospice, L.L.C., an Alabama limited liability company (“Comfort Care Hospice”), Premier Medical Housecall, LLC, an Alabama limited liability company (“Premier Medical Housecall,” and together with Comfort Care Home Health and Comfort Care Hospice, the “Companies,” and, each, a “Company”), Comfort Care Coastal Home Health, LLC, an Alabama limited liability company (“Comfort Care Coastal Home Health”), Comfort Care Home Health of North Alabama, LLC, an Alabama limited liability company (“Comfort Care Home Health of North AL”), Comfort Care Home Health of Northeast Alabama, LLC, an Alabama limited liability company (“Comfort Care Home Health of NE AL”), Comfort Care Ho
NINTH AMENDMENT TO FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • August 10th, 2023 • 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).
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”).
SECOND AMENDMENT TO THE RECEIVABLES FINANCING AGREEMENTReceivables Financing Agreement • August 11th, 2022 • Aveanna Healthcare Holdings, Inc. • Services-home health care services • New York
This SECOND AMENDMENT TO THE RECEIVABLES FINANCING AGREEMENT (this “Amendment”), dated as of August 8, 2022, is entered into by and among the following parties:
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”).
SEVENTH AMENDMENT TO FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • August 11th, 2021 • Aveanna Healthcare Holdings, Inc. • Services-home health care services • New York
SEVENTH AMENDMENT (this “Agreement”), dated as of August 9, 2021, by and among each Revolving Lender set forth on the signature pages hereto, Aveanna Healthcare LLC, a Delaware limited liability company (the “Borrower”), the other Credit Parties, and Barclays Bank PLC, as the Administrative Agent (the “Administrative Agent”), a Letter of Credit Issuer and the Swingline Lender.
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
AVEANNA HEALTHCARE HOLDINGS INC. AMENDED AND RESTATED STOCKHOLDERS AGREEMENTStockholders Agreement • April 20th, 2021 • Aveanna Healthcare Holdings, Inc. • Services-home health care services • Delaware
THIS AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this “Agreement”) is made as of [ ], 2021 (the “Effective Date”), by and among (i) Aveanna Healthcare 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 te
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
THIRD JOINDER AGREEMENT AND FIFTH AMENDMENT (2021-1 New Revolving Credit Loans)Third Joinder Agreement • April 20th, 2021 • Aveanna Healthcare Holdings, Inc. • Services-home health care services • New York
THIRD JOINDER AGREEMENT AND FIFTH AMENDMENT (this “Agreement”), dated as of March 11, 2021, by and among each New Revolving Loan Lender set forth on the signature pages hereto (each, a “2021-1 New Revolving 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 each of the Consenting Lenders (as defined below).
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”).
EIGHTH AMENDMENT TO FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • May 11th, 2023 • Aveanna Healthcare Holdings, Inc. • Services-home health care services • New York
EIGHTH AMENDMENT (this “Agreement”), dated as of March 23, 2023, by and among the Revolving Lenders set forth on the signature pages hereto (which constitute the Required Revolving Credit Lenders under the Credit Agreement), the Letter of Credit Issuers set forth on the signature pages hereto (which constitute all of the Letter of Credit Issuers), Aveanna Healthcare LLC, a Delaware limited liability company (the “Borrower”), the other Credit Parties, and 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).
