EXHIBIT 4.4
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BUILDING ONE SERVICES CORPORATION,
as Issuer,
GROUP MAINTENANCE AMERICA CORP.,
assuming the obligations of Issuer, and
the other GUARANTORS named herein,
as Guarantors
AND
IBJ WHITEHALL BANK & TRUST COMPANY,
as Trustee
_________________________________
THIRD SUPPLEMENTAL INDENTURE
Dated as of February 22, 2000
________________________________
Relating to
up to $400,000,000
_________________________________
10 1/2% Senior Subordinated Notes due 2009
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THIRD SUPPLEMENTAL INDENTURE
This Third Supplemental Indenture (the "Supplemental Indenture") dated as
of February 22, 2000, among Building One Services Corporation, a Delaware
corporation (the "Company"), the existing subsidiary guarantors (the "Existing
Guarantors"), Group Maintenance America Corp., a Texas corporation ("GroupMAC"),
GroupMAC's subsidiaries listed on the signature page hereof (the "New
Guarantors") and IBJ Whitehall Bank & Trust Company, a New York banking
corporation, as trustee under the Indenture referred to below (the "Trustee"),
is entered into in connection with the merger (the "Merger") of the Company with
and into GroupMAC.
W I T N E S S E T H:
WHEREAS, the Company and the Existing Guarantors have heretofore executed
and delivered to the Trustee an indenture (the "Indenture") dated as of April
30, 1999, as supplemented from time to time, providing for the issuance of an
aggregate principal amount of up to $400,000,000 of 10 1/2% Senior Subordinated
Notes due 2009 (the "Securities");
WHEREAS, the Company has entered into an Agreement and Plan of Merger,
dated November 2, 1999, as amended, whereby the Company has agreed to merge with
and into GroupMAC;
WHEREAS, Section 5.01 of the Indenture provides that upon a merger of the
Company into another person, such as GroupMAC, GroupMAC is required to execute
and deliver to the Trustee a supplemental indenture pursuant to which GroupMAC
shall unconditionally assume all of the Company's obligations under the
Securities on the terms and conditions set forth in the Indenture;
WHEREAS, pursuant to Section 4.18 of the Indenture, the New Guarantors are
required to execute and deliver to the Trustee a supplemental indenture pursuant
to which they unconditionally guarantee all of the Company's obligations under
the Securities and the Indenture on the terms set forth in the Indenture; and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee, the
Company, the Existing Guarantors, GroupMAC and the New Guarantors are authorized
to execute and deliver this Supplemental Indenture;
NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, it is
hereby mutually covenanted and agreed for the equal and ratable benefit of the
holders of the Securities as follows:
1. AGREEMENT TO ASSUME. GroupMAC hereby assumes the due and punctual
payment of the principal of, and premium, if any, and interest on all of the
Securities and the performance of every covenant of the Securities, the
Indenture and the Registration Rights Agreement, dated as of April 30, 1999,
among the Company, the Guarantors and the Initial Purchasers on the part of the
Company to be performed or observed; provided, however, that such assumption
shall not become effective until the effective time of the Merger;
2. AGREEMENT TO GUARANTEE. The New Guarantors hereby unconditionally
guarantee GroupMAC's obligations under the Securities on the terms set forth in
the Indenture; provided, however, that such guarantee shall not become effective
until the effective time of the Merger. Notwithstanding the foregoing, this
guarantee shall be automatically and unconditionally released and discharged
(with respect to each of the New Guarantors) upon the terms and conditions
specified in Section 11.04 of the Indenture.
3. SUPPLEMENTAL INDENTURE PART OF INDENTURE. Except as expressly amended
hereby, all of the terms, conditions and provisions of the Indenture shall
remain in full force and effect. This Third Supplemental Indenture shall form a
part of the Indenture for all purposes and every holder of Securities heretofore
or hereafter authenticated and delivered shall be bound hereby.
4. GOVERNING LAW. This Third Supplemental Indenture shall be governed by,
and construed in accordance with, the laws of the State of New York but without
giving effect to applicable principles of conflicts of law to the extent that
the application of the laws of another jurisdiction would be required thereby.
5. TRUSTEE MAKES NO REPRESENTATION. The recitals contained herein shall
be taken as the statements of the Company and GroupMAC, and the Trustee assumes
no responsibility for their correctness. The Trustee makes no representation as
to the validity or sufficiency of this Third Supplemental Indenture.
6. COUNTERPARTS. The parties may sign any number of counterparts of this
Third Supplemental Indenture. Each signed counterpart shall be an original, but
all of them together represent the same agreement.
7. EFFECT OF HEADINGS. The Section headings herein are for convenience
only and shall not affect the construction thereof.
IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental
Indenture to be duly executed as of the date first above written.
BUILDING ONE SERVICES CORPORATION
By: /s/ F. T. XXXX
_______________________________________________
X. Xxxxxxx Xxxx
Executive Vice President
Guarantors:
ALLIANCE SUPPLY CO., LLC
ADVENT ELECTRIC CO., INC.
AMERICAN AIR COMPANY., INC.
ATLANTIC ELECTRIC COMPANY, INC.
B & R ELECTRICAL SERVICES, INC.
XXXXXX XXXX MECHANICAL COMPANY,
L.L.C.
BELTLINE MECHANICAL SERVICES, INC.
BRAZOSPORT MANAGEMENT, INC.
BUILDING ONE MECHANICAL SERVICES,
INC.
BUILDING ONE SERVICE SOLUTIONS, INC.
BUYR, INC.
X.X. XXXX CONSTRUCTION COMPANY, INC.
XXXXXXXX ELECTRONIC
COMMUNICATIONS, INC.
CONSOLIDATED ELECTRICAL GROUP, INC.
CRAMAR ELECTRIC, INC.
DEL-AIR SERVICE COMPANY, INC.
D/FW MECHANICAL SERVICES, INC.
DIVERSIFIED MANAGEMENT SERVICES, U.S.A., INC.
EDG POWER GROUP, INC.
ELECTRICAL CONTRACTING, INC.
ELECTRICAL DESIGN & CONSTRUCTION,
INC.
ENGINEERING DESIGN GROUP, INC.
XXXX XXXXX ELECTRICAL CONTRACTORS,
INC.
G.S. FINANCIAL, INC.
G.S. GROUP, INC.
GAMEWELL MECHANICAL, INC.
GARFIELD-INDECON ELECTRICAL
SERVICES, INC.
G.S.I. OF CALIFORNIA, INC.
GULF STATES, INC.
HYDRO COOLING, INC.
INTERSTATE BUILDING SERVICES, LLC
XXXX MECHANICAL COMPANY, INC.
XXXX MECHANICAL SERVICES, L.L.C.
K & A MECHANICAL, INC.
LEXINGTON/XXXX MECHANICAL COMPANY,
L.L.C.
MH TECHNOLOGIES, INC.
XXXXXXXX MECHANICAL, INC.
NATIONAL NETWORK SERVICES, INC.
OIL CAPITAL ELECTRIC, INC.
OMNI MECHANICAL COMPANY
OMNI MECHANICAL SERVICES
POTTER ELECTRIC, INC.
PRO WIRE SECURITY SYSTEMS, INC.
PROCESS DESIGN BUILDERS, LLC
REGENCY ELECTRIC COMPANY ATLANTA
OFFICE
REGENCY ELECTRIC COMPANY
CHARLOTTE OFFICE, INC.
REGENCY ELECTRIC COMPANY JACKSONVILLE OFFICE, INC.
REGENCY ELECTRIC COMPANY MEMPHIS
OFFICE, INC.
REGENCY ELECTRIC COMPANY ORLANDO
OFFICE, INC.
REGENCY ELECTRIC COMPANY PROJECTS
GROUP, INC.
REGENCY ELECTRIC COMPANY SOUTH
FLORIDA, INC.
REGENCY ELECTRIC COMPANY, INC.
RIVIERA ELECTRIC CONSTRUCTION CO.
RIVIERA ELECTRIC OF CALIFORNIA, INC.
XXXXXXXX MECHANICAL COMPANY
XXXXXXX BROS., INC.
SKC ELECTRIC, INC.
SKCE, INC.
S.L. PAGE CORPORATION
XXXXX BUILDING MAINTENANCE
COMPANY n/k/a BUILDING ONE COMMERCIAL, INC.
XXXXXXXX ELECTRIC, INC.
XXXXXX-XXXX ELECTRIC, INC.
TESTRONICS, INC.
THE XXXXX COMPANIES, INC.
TOWN & COUNTRY ELECTRIC, INC.
TRI-CITY ELECTRICAL CONTRACTORS, INC.
TRI-M HOLDING CORP.
TRI-M CORPORATION
TRI-M ELECTRICAL CONSTRUCTION CORP.
TRI-M BUILDING AUTOMATION SYSTEMS
CORP.
TRI-STATE ELECTRIC, INC.
TRI-STATE, INC.
XXXXXX ENGINEERING, INC.
XXXXXX ELECTRIC CONSTRUCTION CO.
XXXXXX ELECTRIC COMPANY, INC.
XXXXXX X. XXXXX & SON, INC.
XXXXX, INC. d/b/a MOUNTAIN VIEW ELECTRIC, INC.
By: /s/ F. T. XXXX
_______________________________________________
X. Xxxxxxx Xxxx
Vice President & Assistant Secretary
GROUP MAINTENANCE AMERICA CORP.
By: /s/ XXXXXX X. XXXXXX
_______________________________________________
Xxxxxx X. Xxxxxx
Executive Vice President
Guarantors:
A-1 MECHANICAL OF LANSING, INC.
AA ADVANCE AIR, INC.
A-ABC APPLIANCE, INC.
A-ABC SERVICES, INC.
A JARL, INC.
AIR CONDITIONING ENGINEERS, INC.
AIR CONDITIONING, PLUMBING & HEATING
SERVICE CO., INC.
AIR SYSTEMS, INC.
AIRCON ENERGY INCORPORATED
AIRTRON, INC.
AIRTRON OF CENTRAL FLORIDA, INC.
ALL SERVICE ELECTRIC, INC.
ARKANSAS MECHANICAL SERVICES, INC.
ATLANTIC INDUSTRIAL CONSTRUCTORS,
INC.
XXXXXXXX XXXXX PRODUCTS &
PUBLICATIONS, INC.
CARDINAL CONTRACTING CORPORATION
CENTRAL AIR CONDITIONING
CONTRACTORS, INC.
CENTRAL CAROLINA AIR CONDITIONING
COMPANY
CHAPEL ELECTRIC CO.
XXXXXXX XXXXXXXX, INC.
XXXXX XXXXXXXX ELECTRIC SERVICE, INC.
COLONIAL AIR CONDITIONING COMPANY
COMMERCIAL AIR HOLDING COMPANY
COMMERCIAL AIR, POWER & CABLE, INC.
CONTINENTAL ELECTRICAL CONSTRUCTION CO.
COSTA AND RIHL, INC.
COSTA & RIHL PLUMBING, INC.
XXXXXXX BROTHERS, INC.
DIVCO, INC.
DYNALINK CORPORATION
ELECTRICAL ASSOCIATES OF DALLAS, INC.
XXXXX SERVICES, INC.
THE FARFIELD COMPANY
XXXXXXXX ELECTRIC CORPORATION
XXXXXXXX ELECTRICAL CONTRACTORS, INC.
XXXXXXX MECHANICAL CONTRACTORS, INC.
GREENWAY INVESTMENT CORP.
GROUPMAC FACILITY SERVICES, INC.
GROUPMAC HOLDING CORP.
GROUPMAC MANAGEMENT CO.
GROUPMAC MARYLAND CORP.
HPS PLUMBING SERVICES, INC.
HALLMARK AIR CONDITIONING, INC.
XXXXXXXXXX MECHANICAL
CORPORATION
X.X. XXXXXXX AIR CONDITIONING, INC.
K & N PLUMBING, HEATING AND AIR
CONDITIONING, INC.
XXXXX'X, INC.
LINFORD SERVICE CO.
L. T. MECHANICAL, INC.
XXXXXXXXX-XXXXXX CO., INC.
XXXXXXXXX-XXXXXX INDUSTRIES, INC.
XXXXXXXXX-XXXXXX OF OREGON, INC.
XXXXXXXXX-XXXXXX SERVICE, INC.
MASTERS, INC.
MECHANICAL INTERIORS, INC.
MECHANICAL SERVICES OF ORLANDO, INC.
XXXXXXX ISLAND AIR & HEAT, INC.
NEW CONSTRUCTION AIR CONDITIONING,
INC.
NORON, INC.
PACIFIC RIM MECHANICAL CONTRACTORS,
INC.
XXXX X. XXXXX CO., INC.
PHOENIX ELECTRIC COMPANY
RAY AND XXXXXX XXXXXXX, INC.
RELIABLE MECHANICAL, INC.
XXXXXXXX ELECTRIC CORP.
SEQUOYAH CORPORATION
XXXXXX SERVICES, INCORPORATED
XXXXXX MECHANICAL
SOUTHEAST MECHANICAL SERVICE, INC.
STATEWIDE HEATING & AIR CONDITIONING,
INC.
XXXXXXX X. XXXXXXX, INC.
STERLING AIR CONDITIONING, INC.
SUN PLUMBING, INC.
TEAM MECHANICAL, INC.
TOWER ELECTRIC COMPANY
TRINITY CONTRACTORS, INC.
UNITED ACQUISITION CORP.
VALLEY WIDE PLUMBING AND HEATING, INC.
VAN'S COMFORTEMP AIR CONDITIONING,
INC.
VANTAGE MECHANICAL CONTRACTORS, INC.
VERMONT MECHANICAL, INC.
XXXX'X HEATING & COOLING, INC.
XXXXXXX & SONS, INC.
XXXXXX REFRIGERATION, AIR
CONDITIONING & HEATING, INC.
YALE INCORPORATED
By: /s/ XXXXXX X. XXXXXX
_______________________________________________
Xxxxxx X. Xxxxxx
Vice President
GROUPMAC INDIANA, LLC
By: AIRTRON, INC.
By: /s/ XXXXXX X. XXXXXX
____________________________________________
Xxxxxx X. Xxxxxx
Vice President
GROUPMAC TEXAS L.P.
By: GROUPMAC HOLDING CORP., general partner
By: /s/ XXXXXX X. XXXXXX
_________________________________________
Xxxxxx X. Xxxxxx
Vice President
THE BANK OF NEW YORK, AS SUCCESSOR TO IBJ
WHITEHALL BANK & TRUST COMPANY,
as Trustee
By: /s/ XXXXXXX XXXXXXX
____________________________________________
Name: Xxxxxxx Xxxxxxx
Title: Vice President
