Exhibit 10.9
EXECUTION VERSION
AMENDMENT NO. 2 TO FIRST LIEN CREDIT AGREEMENT
This Amendment No. 2 to First Lien Credit Agreement (this “Amendment No. 2”) is dated as of December 18, 2017, by and among BrightView Acquisition Holdings, Inc., a Delaware corporation (“Holdings”, a successor to Garden Acquisition Holdings, Inc.), BrightView Landscapes, LLC, a Delaware limited liability company (the “Borrower”, a successor to Garden Merger Sub, LLC), the Lenders party hereto, and Morgan Stanley Senior Funding, Inc., as administrative agent for the Lenders (the “Administrative Agent”) and as Letter of Credit Issuer and Swingline Lender.
WHEREAS, reference is hereby made to the First Lien Credit Agreement, dated as of December 18, 2013 (as amended, restated or otherwise modified from time to time, the “Credit Agreement”) amonginter alios Holdings, the Borrower, the Administrative Agent and the Lenders party thereto;
WHEREAS, the Borrower has requested to (a) extend the termination date of the Revolving Credit Commitments existing on the Amendment No. 2 Effective Date (as defined below), (b) reduce the Revolving Credit Commitments by an aggregate amount of up to $10,000,000 and (c) make certain amendments and other modifications to the Credit Agreement set forth herein; and
WHEREAS, the parties hereto wish to amend the Credit Agreement on the terms set forth herein;
NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained and for other valuable considerations, the parties hereto agree as follows:
Section 1.Definitions. Each capitalized term used herein and not otherwise defined in this Amendment No. 2 shall be defined in accordance with the Credit Agreement.
Section 2.Amendments to Credit Agreement. Effective as of the Amendment No. 2 Effective Date, the Credit Agreement is hereby amended as follows:
2.1Amendments to Section 1.1. (a) Section 1.1 of the Credit Agreement is hereby amended by inserting the following new definitions in their correct alphabetical order:
“‘Amendment No. 2’ shall mean Amendment No. 2 to this Agreement, dated as of December 18, 2017, among Holdings, the Borrower, the Lenders party thereto, and the Administrative Agent.”
“‘Amendment No. 2 Effective Date’ shall mean the “Amendment No. 2 Effective Date” under and as defined in Amendment No. 2.”
“‘Amendment No. 2 Extended Commitment’ shall mean any Revolving Credit Commitment held by an Amendment No. 2 Extending Lender as of the Amendment No. 2 Effective Date.”
“‘Amendment No. 2 Extending Lender’ shall mean Revolving Credit Lenders that have agreed to extend the Revolving Credit Maturity Date as provided in and pursuant to Amendment No. 2.”
“‘Amendment No. 2Non-Extended Commitment’ shall mean any Revolving Credit Commitment held by an Amendment No. 2Non-Extending Lender as of the Amendment No. 2 Effective Date.”