Form Agreement INDEMNIFICATION AGREEMENTIndemnification Agreement • December 11th, 2015 • PSAV, Inc. • Services-business services, nec • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [●], between PSAV, Inc., a Delaware corporation (the “Company”), and [●] (“Indemnitee”). Capitalized terms not defined elsewhere in this Agreement are used as defined in Section 13.
FORM OF PSAV, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 11th, 2015 • PSAV, Inc. • Services-business services, nec • Delaware
REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of [●], 2015, by and among PSAV, Inc., a Delaware corporation (together with its successors and assigns, the “Issuer”), the GS Investor Group (as hereinafter defined), Olympus (as hereinafter defined, and together with the GS Investor Group, the “Investors”), the Management Holders (as hereinafter defined) and the other signatories hereto who execute an agreement to bound to this Agreement in the form of Exhibit A hereto and any other Person who becomes a party hereto.
CONFIDENTIAL TREATMENT REQUESTED INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND NOTED WITH “****”. AN UNREDACTED VERSION OF THIS DOCUMENT HAS ALSO BEEN PROVIDED TO THE SECURITIES AND EXCHANGE COMMISSION. AMENDED AND...Employment Agreement • December 11th, 2015 • PSAV, Inc. • Services-business services, nec • Illinois
This waiver and release of claims (this “Release Agreement”) is entered into by Audio Visual Services Group, Inc., dba PSAV Presentation Services (“AVSG,” and, together with its parents, subsidiaries and affiliated companies, the “Company,” “we” and/or “us”), and (“you”).
CONFIDENTIAL TREATMENT REQUESTED INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND NOTED WITH “****”. AN UNREDACTED VERSION OF THIS DOCUMENT HAS ALSO BEEN PROVIDED TO THE SECURITIES AND EXCHANGE COMMISSION. FIRST LIEN...Assignment and Assumption • December 11th, 2015 • PSAV, Inc. • Services-business services, nec • New York
[Attached as Schedule 4 hereto is the Perfection Certificate Supplement required by Section 5.01(j) of the First Lien Credit Agreement, which identifies any changes to the information set forth in the Perfection Certificate since [the Closing Date] [the date of the most recent Perfection Certificate Supplement delivered pursuant to Section 5.01(j) of the First Lien Credit Agreement or pursuant to any other Loan Document] [There has been no change in the information set forth in the Perfection Certificate since [the Closing Date] [the date of the most recent Perfection Certificate Supplement delivered pursuant to Section 5.01(j) of the First Lien Credit Agreement or pursuant to any other Loan Document.]13
CONFIDENTIAL TREATMENT REQUESTED INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND NOTED WITH “****”. AN UNREDACTED VERSION OF THIS DOCUMENT HAS ALSO BEEN PROVIDED TO THE SECURITIES AND EXCHANGE COMMISSION. AMENDED AND...Employment Agreement • December 11th, 2015 • PSAV, Inc. • Services-business services, nec • Illinois
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated as of January 24, 2014 (the “Effective Date”), is by and between AUDIO VISUAL SERVICES GROUP, INC., a Delaware corporation having an office at 111 West Ocean Boulevard, Suite 1100, Long Beach, California 90802 (“Employer”), and JAMES WHITNEY MARKOWITZ (“Employee”).
ContractCredit Agreement • December 11th, 2015 • PSAV, Inc. • Services-business services, nec • New York
FIRST AMENDMENT dated as of May 18, 2015 (this “Agreement”), to the Second Lien Credit Agreement dated as of January 24, 2014, as amended (the “Second Lien Credit Agreement”), among PSAV INTERMEDIATE CORP., a Delaware corporation (“Holdings”), AVSC HOLDING CORP., a Delaware corporation (the “Borrower”), the SUBSIDIARIES of the Borrower party hereto, as guarantors, the LENDERS party thereto (the “Lenders”) and BARCLAYS BANK PLC, as administrative agent for the Lenders and as collateral agent for the Secured Parties (as defined in the Second Lien Credit Agreement) (in such capacities, the “Administrative Agent”).
CONFIDENTIAL TREATMENT REQUESTED INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND NOTED WITH “****”. AN UNREDACTED VERSION OF THIS DOCUMENT HAS ALSO BEEN PROVIDED TO THE SECURITIES AND EXCHANGE COMMISSION.Employment Agreement • December 11th, 2015 • PSAV, Inc. • Services-business services, nec • Illinois
THIS AMENDED & RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated as of September 4, 2015 (the “Effective Date”), is by and between AUDIO VISUAL SERVICES GROUP, INC., a Delaware corporation having an office at 5100 N River Road, Suite 300, Schiller Park, IL 60176 (“Employer”), and Ben Erwin, an individual residing at 101 Raymond Street, Darien, Connecticut 06820 (“Employee”).
ContractCredit Agreement • December 11th, 2015 • PSAV, Inc. • Services-business services, nec • New York
FIRST AMENDMENT dated as of May 18, 2015 (this “Agreement”), to the First Lien Credit Agreement dated as of January 24, 2014, as amended (the “First Lien Credit Agreement”), among PSAV INTERMEDIATE CORP., a Delaware corporation (“Holdings”), AVSC HOLDING CORP., a Delaware corporation (the “Borrower”), the SUBSIDIARIES of the Borrower party hereto, as guarantors, the LENDERS party thereto (the “Existing Lenders”) and BARCLAYS BANK PLC, as administrative and collateral agent (in such capacities, the “Administrative Agent”).
FORM OF PSAV, INC. STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • December 11th, 2015 • PSAV, Inc. • Services-business services, nec • Delaware
This STOCKHOLDERS’ AGREEMENT (as the same may be amended from time to time in accordance with its terms, the “Agreement”) is made as of [•], among (i) PSAV, Inc. (the “Company”); (ii) the GS Investor Group; and (iii) the Olympus Investor Group (each of the GS Investor Group and the Olympus Investor Group, an “Investor” and collectively, the “Investors”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF PSAV HOLDINGS LLC, A DELAWARE LIMITED LIABILITY COMPANY Dated as of January 24, 2014Limited Liability Company Agreement • December 11th, 2015 • PSAV, Inc. • Services-business services, nec • Delaware
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF PSAV HOLDINGS LLC (the “Company”), dated as of January 24, 2014, by and among Broad Street Principal Investments, L.L.C. (“BSPI”), Bridge Street 2013 Holdings, L.P. (“Bridge Street”) and MBD 2013 Holdings, L.P. (“MBD” collectively with BSPI and Bridge Street, the “GS Investor Group”), Olympus Growth Fund VI, L.P. (“Olympus”, each of the GS Investor Group and Olympus, a “Majority Investor”, and collectively, the “Majority Investors” as such term is further defined in Article I), J. Michael McIlwain, Skylar Cunningham, James Markowitz, John Rissi, Ali Vafa, Steve Lipa, Brian Lagestee, Annette Moody, Gregory Van Dyke, Patrick Enright, Michael J. Stengel, Craig Hill, Steve Oliver, Race Street Funding LLC (“FS I”), FS Investment Corporation II (“FS II” and, collectively with FS I, “FS”), and the other members set forth from time to time on Schedule I as members (collectively, the “Members”).
ContractTranche 1 Incremental Facility Agreement • December 11th, 2015 • PSAV, Inc. • Services-business services, nec • New York
TRANCHE 1 INCREMENTAL FACILITY AGREEMENT dated as of January 16, 2015 (this “Agreement”), among PSAV INTERMEDIATE CORP., a Delaware corporation (“Holdings”), AVSC HOLDING CORP., a Delaware corporation (the “Borrower”), the SUBSIDIARIES of the Borrower party hereto, as guarantors, the TRANCHE 1 INCREMENTAL TERM LENDERS party hereto and BARCLAYS BANK PLC, as Administrative Agent (the “Administrative Agent”).
CONFIDENTIAL TREATMENT REQUESTED INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND NOTED WITH “****”. AN UNREDACTED VERSION OF THIS DOCUMENT HAS ALSO BEEN PROVIDED TO THE SECURITIES AND EXCHANGE COMMISSION. SECOND LIEN...Credit Agreement • December 11th, 2015 • PSAV, Inc. • Services-business services, nec • New York
SECOND LIEN CREDIT AGREEMENT, dated as of January 24, 2014 (this “Agreement”), by and among PSAV ACQUISITION CORP., a Delaware corporation (“AcquisitionCo”), to be merged with and into AVSC HOLDING CORP., a Delaware corporation (the “Company”), PSAV INTERMEDIATE CORP., a Delaware corporation (“Holdings”), the SUBSIDIARIES of the Borrower from time to time party hereto as guarantors, the LENDERS from time to time party hereto and BARCLAYS BANK PLC, as administrative agent for the Lenders and collateral agent for the Secured Parties (in its capacity as administrative and collateral agent, the “Administrative Agent”).
