BrightView EXEMPT Consolidated Financial Statements l

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BrightView Acquisition Holdings, Inc. Notes to the Consolidated Financial Statements For the Years Ended December 31, 2016 and 2015 (in thousands) First Lien credit facility term loan due 2020 In connection with the Acquisition, the Company and a group of financial institutions entered into a Credit Agreement (the “Credit Agreement”) dated December 18, 2013. The Credit Agreement consists of a seven year $735,000 term loan (“First Lien Term Loan”) and a five year $110,000 revolving credit facility (“Facility”). An original issue discount of $3,675 was incurred when the notes were issued and is being amortized using the effective interest method over the life of the debt resulting in an effective yield of 4.0%. All amounts outstanding under the Credit Agreement are collateralized by substantially all of the assets of the Company. In addition to scheduled payments, the Company is obligated to pay a percentage of excess cash flow, as defined in the Credit Agreement, as accelerated principal payments. The percentage varies with the ratio of the Company’s debt to its cash flow as determined at year-end and is payable within ten business days of the delivery of the annual audited financial statements. The excess cash flow calculation did not result in any accelerated payment due in 2017 or 2016. The Credit Agreement restricts the Company’s ability to, among other things, incur additional indebtedness, create liens, enter into acquisitions, dispose of assets, enter into consolidations and mergers, and make distributions to its Parent without the approval of the lenders. The Credit Agreement imposes financial covenants upon the Company with respect to leverage and interest coverage under certain circumstances. The Credit Agreement contains provisions permitting the bank to accelerate the repayment of the outstanding debt under this agreement upon the occurrence of an Event of Default, as defined, including a material adverse change in the financial condition of the Company since the date of issuance of the Credit Agreement. The Credit Agreement also requires delivery of audited financial statements within 105 days of the end of the year ended December 31, 2016. The interest rate on the First Lien Term Loan is initially set at 3.0% over the prime rate of interest or is established for periods of up to six months at 3.0% over LIBOR at the Company’s option with a LIBOR floor of 1.0% (“the LIBOR floor”). The weighted average interest rate on the First Lien Term Loan was 4.0% for 2016 and 2015, respectively. The First Lien Term Loan is due in quarterly installments of 0.25% of the principal balance less payments made under the aforementioned excess cash flow provision. Revolving credit facility The Company has $210,000 of available borrowing capacity under the Facility and had no outstanding balance as of December 31, 2016 and 2015, respectively. There is a quarterly commitment fee equal to either ½ of 1% or 3/8 of 1% of the unused balance of the Facility depending on the Company’s leverage ratio. The interest rate on the credit facility was 3.0% for 2016 and 2015, respectively. Second Lien credit facility term loan due 2021 In connection with the Acquisition, Brickman and a group of financial institutions entered into a Credit Agreement (the “Second Lien Credit Agreement”) dated December 18, 2013. The Second Lien Credit Agreement consists of an eight year $235,000 term loan (“Second Lien Term Loan”). An original issue discount of $1,175 was incurred when the notes were issued and is being amortized using the effective interest method over the life of the debt resulting in an effective yield of 7.5%. All amounts outstanding under the Second Lien Credit Agreement are collateralized by substantially all of the assets of the Company. The interest rate on the Second Lien Term Loan is initially set at 5.5% over the prime rate of interest, with a 2.0% floor, or is established for periods of up to six months at 6.5% over LIBOR at the Company’s option with a LIBOR floor of 1.0%. The weighted average interest rate on the Second Lien Term Loan was 7.5% for 2016 and 2015, respectively. The Second Lien Credit Agreement contains a Cross-Default Provision related to the First Lien Credit Agreement. The Second Lien Credit Agreement also requires delivery of audited financial statements within 105 days of the end of the year ended December 31, 2016. The following are the scheduled maturities of long term debt, which do not include any estimated excess cash flow payments: 15 Confidential