Exhibit 10.21
EXECUTION VERSION
THIRD AMENDMENT TO THE
PURCHASE AND SALE AGREEMENT
This THIRD AMENDMENT TO THE PURCHASE AND SALE AGREEMENT (this "Amendment"),
dated as of September 30, 2020, is entered into by and among the following
parties:
(i)
BRIGHTVIEW LANDSCAPES, LLC, as Servicer (in such capacity, the "Servicer") and a
Remaining Originator (as defined below);
(ii)
Brightview Puerto Rico, LLC, as an Originator (the "Exiting Originator");
(iii)
THE VARIOUS PARTIES LISTED ON THE SIGNATURE PAGES HERETO, as Remaining
Originators (collectively, the "Remaining Originators" and each, a "Remaining
Originator"); and
(iv)
BRIGHTVIEW FUNDING LLC, as Buyer (the "Buyer").
Capitalized terms used but not otherwise defined herein (including such terms
used above) have the respective meanings assigned thereto in the Agreement
described below.
BACKGROUND
A.The parties hereto are parties to the Purchase and Sale Agreement, dated as of
April 28, 2017 (as amended by the First Amendment to the Purchase and Sale
Agreement and Omnibus Amendment to the Subordinated Notes, dated as of February
15, 2018, and the Second Amendment to the Purchase and Sale Agreement, dated as
of September 30, 2020, and as further amended, restated, supplemented or
otherwise modified through the date hereof, the "Agreement").
B.Concurrently herewith, the Buyer, as seller, and the Exiting Originator, as
buyer, are entering into that certain Assignment Agreement, dated as of the date
hereof (the "Assignment Agreement").
C.The Exiting Originator desires to no longer be party to the Agreement as an
Originator thereunder effective as of the date hereof.
D.The parties hereto desire to amend the Agreement as set forth herein.
NOW, THEREFORE, with the intention of being legally bound hereby, and in
consideration of the mutual undertakings expressed herein, each party to this
Amendment hereby agrees as follows:
SECTION 1.Amendments to the Agreement.
The Agreement is hereby amended as
follows:
(a)Schedule I of the Agreement is hereby replaced in its entirety with the
schedule attached hereto as Schedule I.
Third Amendment to
Purchase and Sale Agreement (BrightView)
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(b)Schedule II of the Agreement is hereby replaced in its entirety with the
schedule attached hereto as Schedule II.
(c)Schedule III of the Agreement is hereby replaced in its entirety with the
schedule attached hereto as Schedule III.
(d)Schedule V of the Agreement is hereby replaced in its entirety with the
schedule attached hereto as Schedule V.
SECTION 2.Release of Exiting Originator.
The parties hereto hereby agree that
upon the effectiveness of this Amendment, the Exiting Originator shall no longer
(a) be a party to the Agreement or any other Transaction Document and shall no
longer have any obligations or rights thereunder (other than such obligations
which by their express terms survive termination of the Agreement or such other
Transaction Document) and (b) sell any Receivables or Related Rights to the
Buyer pursuant to the Agreement or otherwise.
SECTION 3.Delegation and Assumption of Exiting Originator's
Obligations.
Effective immediately prior to the removal of the Exiting
Originator as a party to the Agreement pursuant to Section 2 above, the Exiting
Originator hereby delegates to the