EXHIBIT 4.2
EXECUTION COPY
Group Maintenance America Corp.,
the Companies Named Herein
and
State Street Bank and Trust Company,
Trustee
______________
First Supplemental Indenture
Dated as of March 10, 1999
______________
Up to $200,000,000
9 3/4% Senior Subordinated Notes
Due January 15, 2009
FIRST SUPPLEMENTAL INDENTURE, dated as of March 10, 1999, among GROUP
MAINTENANCE AMERICA CORP., a corporation duly organized and existing under the
laws of the State of Texas (herein called the "Company"), having its principal
office at 0 Xxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 77046, STATE STREET BANK
AND TRUST COMPANY, a bank duly organized and existing under the laws of the
United States (herein called the "Trustee"), and the various subsidiaries of the
Company named herein, as Guarantors.
RECITALS OF THE COMPANY
WHEREAS, the Company has heretofore executed and delivered to the Trustee
its Indenture, dated as of January 22, 1999 (herein called the "Original
Indenture"), to provide for the issuance of an aggregate principal amount of up
to $200,000,000 of the Company's 9 3/4% Senior Subordinated Notes Due January
15, 2009 (the "Notes"), $130,000,000 aggregate principal amount of which are
currently outstanding; and
WHEREAS, Section 9.1 of the Original Indenture provides that, subject to
certain limitations, without the consent of any holders of the Notes, the
Company, when authorized by a resolution of its Board of Directors, and the
Trustee may at any time and from time to time enter into an indenture or
indentures supplemental to the Original Indenture; and
WHEREAS, pursuant to Section 10.17 of the Original Indenture, Statewide
Heating & Air Conditioning, Inc., a Delaware corporation ("Statewide"), is to
become a Guarantor under the Original Indenture; and
WHEREAS, the Company's Board of Directors has duly authorized the substance
of the modifications of the Indenture hereinafter set forth (the "First
Supplemental Indenture") and the execution and delivery of this First
Supplemental Indenture; and
WHEREAS, the Board of Directors of Statewide has authorized the execution
and delivery of this First Supplemental Indenture; and
WHEREAS, the Company, the Initial Guarantors (as defined in the Original
Indenture), Statewide and the Trustee desire to execute this First Supplemental
Indenture; and
WHEREAS, all things necessary to make this First Supplemental Indenture a
valid agreement of Statewide, in accordance with its terms, have been done.
NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the premises, it is mutually covenanted and
agreed, for the equal and proportionate benefit of all Holders of the Notes, as
follows:
1. Statewide hereby unconditionally guarantees all of the Company's
obligations under the Securities (as defined in the Original Indenture) and
under the Original Indenture on the terms set forth in the Original Indenture.
Notwithstanding the foregoing, this guarantee shall be automatically and
unconditionally released and discharged (with respect to Statewide) upon the
terms and conditions specified in Section 13.5 of the Original Indenture.
2. Capitalized terms used herein but not defined herein shall have the
meanings given to them in the Original Indenture.
3. Except as specifically supplemented and amended by this First
Supplemental Indenture, the terms and provisions of the Original Indenture shall
remain in full force and effect.
4. The Recitals of the Company preceding Section 1 of this First
Supplemental Indenture are statements of the Company, and the Trustee has no
responsibility for the accuracy or completeness thereof.
5. This First Supplemental Indenture shall be governed by, and construed
in accordance with, the law of the State of New York without regard to the
conflicts of laws principles thereof.
6. This First Supplemental Indenture may be executed in one or more
counterparts, all of which, taken together, shall constitute one and the same
First Supplemental Indenture.
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IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental
Indenture to be duly executed, all as of the day and year first above written.
GROUP MAINTENANCE AMERICA CORP.
By:
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Name:
Title:
STATE STREET BANK AND TRUST COMPANY
By:
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Name:
Title:
Guarantors:
A-1 APPLIANCE & AIR CONDITIONING, INC.
A-1 MECHANICAL OF LANSING, INC.
AA ADVANCE AIR, INC.
A-ABC APPLIANCE, INC.
A-ABC SERVICES, INC.
XX XXXX, INC.
AIR CONDITIONING ENGINEERS, INC.
AIR CONDITIONING, PLUMBING & HEATING SERVICE
CO., INC.
AIRCON ENERGY INCORPORATED
AIRTRON, INC.
AIRTRON OF CENTRAL FLORIDA, INC.
ALL SERVICE ELECTRIC, INC.
ARKANSAS MECHANICAL SERVICES, INC.
ATLANTIC INDUSTRIAL CONSTRUCTORS, INC.
XXXX ELECTRIC CORP.
XXXXXXXX XXXXX PRODUCTS & PUBLICATIONS, INC.
CENTRAL AIR CONDITIONING
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CONTRACTORS, INC.
CENTRAL CAROLINA AIR CONDITIONING COMPANY
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.
XXXXXXX BROTHERS, INC.
DIVCO, INC.
DYNAMIC SOFTWARE CORPORATION
XXXXX SERVICES, INC.
THE FARFIELD COMPANY
XXXXXXXX ELECTRIC CORPORATION
XXXXXXXX ELECTRICAL CONTRACTORS, INC.
XXXXXXX MECHANICAL CONTRACTORS, INC.
XXXXXXX ELECTRIC, INC.
GROUPMAC HOLDING CORP.
GROUPMAC MANAGEMENT CO.
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.
XXXXXXXXX-XXXXXX CO., INC.
XXXXXXXXX-XXXXXX INDUSTRIES, INC.
XXXXXXXXX-XXXXXX OF OREGON, INC.
XXXXXXXXX-XXXXXX SERVICE, INC.
MASTERS, INC.
MECHANICAL INTERIORS, INC.
XXXXXXX ISLAND AIR & HEAT, INC.
NEW CONSTRUCTION AIR CONDITIONING, INC.
NORON, INC.
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PACIFIC RIM MECHANICAL CONTRACTORS, INC.
XXXX X. XXXXX CO., INC.
PHOENIX ELECTRIC COMPANY
RAY AND XXXXXX XXXXXXX, INC.
RELIABLE MECHANICAL, INC.
XXXXXXXX ELECTRIC CORP.
XXXXXX SERVICES, INCORPORATED
SOUTHEAST MECHANICAL SERVICE, INC.
XXXXXXX X. XXXXXXX, INC.
STERLING AIR CONDITIONING, INC.
SUN PLUMBING, INC.
TEAM MECHANICAL, INC.
TRINITY CONTRACTORS, INC.
UNITED ACQUISITION CORP.
VALLEY WIDE PLUMBING AND HEATING, INC.
VAN'S COMFORTEMP AIR CONDITIONING, INC.
VANTAGE MECHANICAL CONTRACTORS, INC.
XXXX'X HEATING AND COOLING, INC.
XXXXXXX & SONS, INC.
XXXXXX REFRIGERATION, AIR CONDITIONING &
HEATING, INC.
YALE INCORPORATED
By:
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Name: Xxxxxx X. Xxxxxx
Title: Vice President of each of the foregoing
Guarantors
STATEWIDE HEATING & AIR CONDITIONING, INC.
By:
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Name:
Title:
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