OMNIBUS AMENDMENT AGREEMENT
Exhibit 10.23
THIS OMNIBUS AMENDMENT AGREEMENT, LIMITED CONSENT AND WAIVER (this “Amendment”) is
made and entered into as of November 5, 2010, and shall be effective as of November 5, 2010 (the
“Effective Date”) by and between XXXXXXX INTERNATIONAL, INC., a Nevada corporation
(“Xxxxxxx”), HB SERVICE, LLC, a Delaware limited liability company (“HB Service”),
and XXXXX FARGO BANK, NATIONAL ASSOCIATION (as successor by merger to Wachovia Bank, National
Association) (the “Bank”) and the other Persons party hereto.
BACKGROUND STATEMENT
X. Xxxxxxx and the Bank are parties to a Credit Agreement, dated as of November 14, 2005, as
amended by that certain First Amendment to Credit Agreement dated as of April 26, 2006, by that
certain Second Amendment and Waiver to Credit Agreement dated as of September 8, 2006, by that
certain Third Amendment and Waiver to Credit Agreement dated as of March 21, 2008, by that certain
Fourth Amendment and Waiver to Credit Agreement dated as of June 25, 2008, by that certain Fifth
Amendment and Waiver to Credit Agreement dated as of June 30, 2009, by that certain Sixth Amendment
to Credit Agreement, dated as of November 18, 2009, by that certain Omnibus Amendment Agreement,
Limited Consent and Waiver, dated as of August 13, 2010, and by that certain Omnibus Amendment
Agreement, Limited Consent and Waiver, dated as of October 28, 2010 (the “Xxxxxxx Credit
Agreement”), pursuant to which the Bank has made available to Xxxxxxx a revolving credit
facility in the aggregate principal amount of $10,000,000. As of the date hereof, the current
outstanding principal amount of the loans outstanding under the Xxxxxxx Credit Agreement is
$10,000,000, and pursuant to the terms of the Xxxxxxx Credit Agreement, the current Applicable
Margin (as defined in the Xxxxxxx Credit Agreement) is 2.85%. The obligations of Xxxxxxx under the
Xxxxxxx Credit Agreement have been guaranteed by (i) the Subsidiary Guarantors (as defined in the
Xxxxxxx Credit Agreement) pursuant to the Guaranty (as defined in the Xxxxxxx Credit Agreement),
(ii) HB Service and its subsidiaries pursuant to the HB Service Guaranty (as defined in the Xxxxxxx
Credit Agreement) and (iii) H. Xxxxx Xxxxxxxx (“Xxxxxxxx”) pursuant to the guaranty
agreement made by Xxxxxxxx in favor of the Bank, dated as of June 25, 2008 (as amended from time to
time, the “Xxxxxxxx Xxxxxxx Guaranty”), subject to the terms and conditions therein. The
obligations of Xxxxxxx under the Xxxxxxx Credit Agreement have been secured by a lien on the assets
of Xxxxxxx and the Subsidiary Guarantors and HB Service and it subsidiaries pursuant to the terms
of the Security Agreement and the HB Service Security Agreement (each as defined in the Xxxxxxx
Credit Agreement), respectively.
B. HB Service and the Bank are parties to a Credit Agreement, dated as of June 25, 2008, as
amended by that certain First Amendment and Waiver to Credit Agreement dated as of June 30, 2009,
by that certain Second Amendment to Credit Agreement dated as of November 18, 2009, by that certain
Omnibus Amendment Agreement, Limited Consent and Waiver, dated as of August 13, 2010, and by that
certain Omnibus Amendment Agreement, Limited Consent and Waiver, dated as of October 28, 2010 (the
“HB Service Credit Agreement”), pursuant to which the Bank has made available to HB Service
a revolving credit facility in the aggregate principal amount of $15,000,000. As of the date
hereof, the current outstanding principal amount of the loans outstanding under the HB Service
Credit Agreement is $15,000,000, and
pursuant to the terms of the HB Service Credit Agreement, the current Applicable Margin (as
defined in the HB Service Credit Agreement) as of the date hereof is 1.50%. The obligations of HB
Service under the HB Service Credit Agreement have been guaranteed by Xxxxxxxx pursuant to the
guaranty agreement made by Xxxxxxxx in favor of the Bank, dated as of June 25, 2008 (as amended
from time to time, the “Xxxxxxxx XX Service Guaranty”).
X. Xxxxxxx and HB Service have requested certain amendments to the Xxxxxxx Credit Agreement
and the HB Service Credit Agreement, and the Bank has agreed to make such amendments on the terms
and subject to the conditions set forth herein.
STATEMENT OF AGREEMENT
NOW, THEREFORE, in consideration of the foregoing premises, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:
ARTICLE I
AMENDMENTS TO XXXXXXX CREDIT AGREEMENT
AMENDMENTS TO XXXXXXX CREDIT AGREEMENT
1.1 Amendment to Article VI of the Xxxxxxx Credit Agreement (Financial Covenants).
Article VI of the Xxxxxxx Credit Agreement is hereby deleted in its entirety and replaced with the
following:
ARTICLE VI
FINANCIAL COVENANTS
6.1 Unencumbered Liquidity. The Borrower shall maintain, at
all times, unencumbered cash and Cash Equivalents in excess of
$15,000,000.
1.2 Amendments to Section 7.2 (Defined Terms) of the Xxxxxxx Credit Agreement.
Section 7.2 of the Xxxxxxx Credit Agreement is hereby amended by deleting clause (v) thereof and
replacing it with the following:
(v) Indebtedness of the Borrower and its Subsidiaries consisting of
seller notes on franchise and other acquisitions within the same
line of business of the Borrower and its Subsidiaries, and
including, without duplication, any standby letter of credit
obligations of the Borrower and its Subsidiaries in respect of
letters of credit issued on behalf of the Borrower and its
Subsidiaries to provide support for such seller notes,
provided that all such Indebtedness existing at any time
shall not exceed $25,000,000; and provided further
that Borrower shall deliver to the Bank a Schedule 7.2(v) with the
financial statements required to be
delivered by Sections 5.1(a) and 5.1(b) hereof, identifying all such
Indebtedness existing as of such date;
2
1.3 Amendments to Section 7.3 (Liens) of the Xxxxxxx Credit Agreement. Section 7.3 of
the Xxxxxxx Credit Agreement is hereby amended by (a) deleting the “and” at the end of clause
(viii) thereof, (b) re-numbering clause (ix) thereof as the new clause (x) and (c) inserting a new
clause (ix) as follows:
(ix) Liens in favor of the Bank securing obligations of the Borrower
and its Subsidiaries under any letter of credit issued by the Bank
outside of this Agreement; and
1.4 Amendments to Section 7.5 (Restricted Investments) of the Xxxxxxx Credit
Agreement. Section 7.5 of the Xxxxxxx Credit Agreement is hereby amended by deleting clause
(xi) thereof and replacing it with the foregoing:
(xi) Investments consisting of the acquisition of capital stock or
substantially all the assets of Franchisees, or other Persons in the
same line of business as the Borrower and its Subsidiaries, in the
United States, Canada or Australia, provided that (i) with
respect to such acquisitions of all Persons that are not
Franchisees, the aggregate consideration paid with respect to all
such acquisitions from November 5, 2010 through the Revolving Credit
Termination Date (including the amount of cash paid, the value of
all Capital Stock of the Borrower or its Affiliates issued, the
amount of all Indebtedness incurred, assumed or acquired, the
maximum amount of contingent purchase price obligations and all
other amounts paid, or the fair market value of all property paid,
in connection with such acquisition) shall not exceed $25,000,000,
(ii) no Default or Event of Default has occurred and is continuing
as of the date of such acquisition, both immediately before and
after giving effect thereto (and the incurrence of any Indebtedness
in connection therewith), and (iii) in the case of an acquisition of
capital stock, the Borrower, or HB Service, as the case may be,
complies with Section 5.10;
ARTICLE II
AMENDMENTS TO HB SERVICE CREDIT AGREEMENT
2.1 Amendment to Article VI of the HB Service Credit Agreement (Financial Covenants).
Article VI of the HB Service Credit Agreement is hereby deleted in its entirety and replaced with
the following:
3
ARTICLE VI
FINANCIAL COVENANTS
6.1 Unencumbered Liquidity. Xxxxxxx shall maintain, at all
times, unencumbered cash and Cash Equivalents in excess of
$15,000,000.
2.2 Amendments to Section 7.2 (Defined Terms) of the HB Service Credit Agreement.
Section 7.2 of the HB Service Credit Agreement is hereby amended by deleting clause (iv) thereof
and replacing it with the following:
(iv) Indebtedness consisting of seller notes on franchise and other
acquisitions within the same line of business of Xxxxxxx and its
Subsidiaries, and including, without duplication, any standby letter
of credit obligations in respect of letters of credit issued on
behalf of Xxxxxxx and its Subsidiaries to provide support for such
seller notes, provided that all such Indebtedness of Xxxxxxx
and its Subsidiaries existing at any time shall not exceed
$25,000,000; and provided further that Borrower
shall deliver to the Bank a Schedule 7.2(v) with the financial
statements required to be delivered by Sections 5.1(a) and 5.1(b)
hereof, identifying all such Indebtedness existing as of such date;
2.3 Amendments to Section 7.3 (Liens) of the HB Service Credit Agreement. Section
7.3 of the HB Service Credit Agreement is hereby amended by (a) deleting the period at the end of
clause (viii) thereof and replacing it with “; and”, and (b) inserting a new clause (ix) as
follows:
(ix) Liens in favor of the Bank securing obligations of the Borrower
and its Subsidiaries under any letter of credit issued by the Bank.
2.4 Amendments to Section 7.5 (Restricted Investments) of the HB Service Credit
Agreement. Section 7.5 of the HB Service Credit Agreement is hereby amended by (a) deleting
the “and” at the end of clause (vi) thereof, (b) re-numbering clause (vii) thereof as the new
clause (viii) and (c) inserting a new clause (vi) as follows:
(xi) Investments consisting of the acquisition of capital stock or
substantially all the assets of franchisees of Xxxxxxx or the
Borrower, or other Persons in the same line of business as Xxxxxxx
and its Subsidiaries, in the United States, Canada or Australia,
provided that (i) with respect to such acquisitions of all
Persons that are not franchisees of the Borrower or Xxxxxxx, the
aggregate consideration paid with respect to all such acquisitions
from November 5, 2010 through the Revolving Credit Termination Date
(including the amount of cash paid, the value of all Capital Stock
of the Borrower or its Affiliates issued, the amount of all
Indebtedness incurred, assumed or acquired, the maximum amount of
contingent purchase price obligations and all other amounts paid, or
the fair market value of all property paid, in connection
with such acquisition) shall not exceed $25,000,000, and (ii) no
Default or Event of Default has occurred and is continuing as of the
date of such acquisition, both immediately before and after giving
effect thereto (and the incurrence of any Indebtedness in connection
therewith); and
4
ARTICLE III
REPRESENTATIONS AND WARRANTIES
Each of Xxxxxxx and HB Service hereby represents and warrants that:
3.1 Representations in Credit Agreement. The representations and warranties of
Xxxxxxx set forth in the Xxxxxxx Credit Agreement and of HB Service set forth in the HB Service
Credit Agreement are true and correct in all material respects as of the date hereof, except to the
extent such representations and warranties relate solely to or are specifically expressed as of a
particular date or period.
3.2 Compliance with Credit Agreement. After giving effect to this Amendment, each of
HB Service and Xxxxxxx is in compliance with all covenants, terms and provisions set forth in the
HB Service Credit Agreement and the Xxxxxxx Credit Agreement, respectively, to be observed or
performed by it.
3.3 Due Authorization. This Amendment has been duly authorized, validly executed and
delivered by one or more authorized officers of Xxxxxxx, XX Service and each of their respective
subsidiaries and each of this Amendment, the HB Service Credit Agreement and the Xxxxxxx Credit
Agreement, constitutes the legal, valid and binding obligation of HB Service and Xxxxxxx, to the
extent each is a party thereto, enforceable against it in accordance with its terms and each of the
other Credit Documents (as defined in each of the HB Service Credit Agreement and the Xxxxxxx
Credit Agreement) constitutes the legal, valid and binding obligation of Xxxxxxx, XX Service, and
each of their respective Subsidiaries, to the extent party thereto, enforceable against each such
party in accordance with its terms.
3.4 No Event of Default. No Default or Event of Default under the HB Service Credit
Agreement or the Xxxxxxx Credit Agreement has occurred or is continuing (after giving effect to
this Amendment).
3.5 Continuing Security Interests. All obligations of Xxxxxxx, the Subsidiary
Guarantors and HB Service and its Subsidiaries under the Xxxxxxx Credit Agreement and the other
Credit Documents (as defined in the Xxxxxxx Credit Agreement) continue to be or will be secured by
the Bank’s security interests in all of the collateral granted under the Xxxxxxx Credit Agreement
and the Security Documents (as defined in the Xxxxxxx Credit Agreement), and nothing herein will
affect the validity, enforceability, perfection or priority of such security interests.
3.6 No Defenses. Neither Xxxxxxx nor HB Service has any right of setoff,
counterclaim, or defense to payment of its respective liabilities or obligations under the Xxxxxxx
Credit Agreement or HB Service Credit Agreement, respectively. The Bank hereby expressly
reserves all rights and remedies it may have against Xxxxxxx, XX Service and all other Persons (as
defined in both the Xxxxxxx Credit Agreement and the HB Service Credit Agreement) who may be or may
hereafter become secondarily liable for the repayment of the obligations thereunder.
5
ARTICLE IV
CONDITIONS TO EFFECTIVENESS
This Amendment shall become effective as of the Effective Date upon the satisfaction of each
of the following conditions precedent:
(a) The Bank shall have received a duly executed counterpart of this Amendment from each of
Xxxxxxx, the Subsidiary Guarantors (as defined in the Xxxxxxx Credit Agreement), HB Service and
each of its subsidiaries and Xxxxxxxx (collectively, the “Amendment Parties”);
(b) Xxxxxxx and HB Service shall have paid all reasonable out-of-pocket costs and expenses of
the Bank in connection with the preparation, negotiation, execution and delivery of this Amendment
(including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the
Bank with respect thereto); and
(c) The Bank shall have received such other documents, certificates, opinions, instruments and
other evidence as the Bank may reasonably request, all in a form and substance satisfactory to the
Bank and its counsel.
ARTICLE V
ACKNOWLEDGEMENTS; REPRESENTATIONS
5.1 Amendment Parties. Each of the Amendment Parties hereby approves and consents to
the transactions contemplated by this Amendment and the Proposed Transaction, confirms and agrees
that, after giving effect to this Amendment, each of the Xxxxxxx Credit Agreement, the HB Service
Credit Agreement and the other Credit Documents (as defined in each of the Xxxxxxx Credit Agreement
and the HB Service Credit Agreement) to which it is a party, remains in full force and effect and
enforceable against it in accordance with its terms and shall not be discharged, diminished,
limited or otherwise affected in any respect, and represents and warrants to the Bank that it has
no knowledge of any claims, counterclaims, offsets, or defenses to or with respect to its
obligations under the Credit Documents (as defined in each of the Xxxxxxx Credit Agreement and the
HB Service Credit Agreement), or if it has any such claims, counterclaims, offsets, or defenses to
such Credit Documents or any transaction related to such Credit Documents, the same are hereby
waived, relinquished, and released in consideration of the execution of this Amendment.
Furthermore, each of Amendment Parties acknowledges and agrees that its obligations under the
Credit Documents (as defined in each of the Xxxxxxx Credit Agreement and the HB Service Credit
Agreement) shall not be discharged, limited or otherwise affected by reason of the Bank’s actions
with respect to any other Amendment Party, or with respect to, or in adding or releasing, any other
guarantor of the obligations of Xxxxxxx
6
under the Xxxxxxx Credit Agreement or HB Service under the HB Service Credit Agreement, in
each case without the necessity of giving notice to or obtaining the consent of the Guarantor.
Without limiting the generality of the foregoing, Xxxxxxxx hereby specifically reaffirms all of his
obligations and covenants under each of the Xxxxxxx Xxxxxxxx Guaranty and the HB Service Xxxxxxxx
Guaranty and agrees that none of such obligations and covenants shall be affected by the execution
and delivery of this Amendment and the consummation of the Proposed Transaction. The
acknowledgements and confirmations by each of the Amendment Parties herein is made and delivered to
induce the Bank to enter into this Amendment and continue to extend credit to Xxxxxxx, XX Service
and the other Amendment Parties, and each of the Amendment Parties acknowledges that the Bank would
not enter into this Amendment and continue to extend such credit in the absence of the
acknowledgement and confirmation contained herein.
5.2 Xxxxxxx Guarantors. Each of the Subsidiary Guarantors, HB Service and each of its
Subsidiaries and H. Xxxxx Xxxxxxxx (collectively, the “Xxxxxxx Guarantors”) further
represents that it has knowledge of Xxxxxxx’x, XX Service’s and the other Amendment Parties’
financial condition and affairs and that it has adequate means to obtain from Xxxxxxx, XX Service
and the other Amendment Parties on an ongoing basis information relating thereto and to Xxxxxxx’x,
XX Service’s and the other Amendment Parties’ ability to pay and perform their respective
obligations under the Credit Documents (as defined in each of the Xxxxxxx Credit Agreement and the
HB Service Credit Agreement), and agrees to assume the responsibility for keeping, and to keep, so
informed for so long as the guaranty of each such Xxxxxxx Guarantor remains in effect. Each
Xxxxxxx Guarantor agrees that the Bank shall have no obligation to investigate the financial
condition or affairs of Xxxxxxx, XX Service or any of the Amendment Parties for the benefit of any
Xxxxxxx Guarantor nor to advise any Xxxxxxx Guarantor of any fact respecting, or any change in, the
financial condition or affairs of Xxxxxxx, XX Service or any of the Amendment Parties that might
become known to the Bank at any time, whether or not the Bank knows or believes or has reason to
know or believe that any such fact or change is unknown to any Xxxxxxx Guarantor, or might (or
does) materially increase the risk of any Xxxxxxx Guarantor as guarantor, or might (or would)
affect the willingness of any Xxxxxxx Guarantor to continue as a guarantor of the obligations of
Xxxxxxx or HB Service, as the case may be, under the Credit Documents (as defined in each of the
Xxxxxxx Credit Agreement and the HB Service Credit Agreement). These representations and
agreements by each of the Xxxxxxx Guarantors are made and delivered to induce the Bank to enter
into this Amendment and continue to extend credit to Xxxxxxx, XX Service and the other Amendment
Parties under the Credit Documents (as defined in each of the Xxxxxxx Credit Agreement and the HB
Service Credit Agreement), and each of the Xxxxxxx Guarantors acknowledges that the Bank would not
enter into this Amendment and continue to extend such credit in the absence of the representations
and agreements contained herein.
7
ARTICLE VI
GENERAL
6.1 Full Force and Effect. This Amendment is limited as specified and, except as
specifically set forth herein, shall not constitute a modification, acceptance or waiver of any
other provision of any of the Credit Documents (as defined in each of the Xxxxxxx Credit
Agreement and the HB Service Credit Agreement). Each of the Xxxxxxx Credit Agreement and the HB
Service Credit Agreement, as amended by the amendments set forth herein, shall continue to be in
full force and effect in accordance with the provisions thereof after giving effect to such
amendments. Any reference to the Xxxxxxx Credit Agreement in any of the Security Documents or
other Credit Documents (each as defined in the Xxxxxxx Credit Agreement) shall mean the Xxxxxxx
Credit Agreement as amended by the Amendment and as may be further amended, modified, restated, or
supplemented from time to time. Any reference to the HB Service Credit Agreement in any of the
Credit Documents (as defined in the HB Service Credit Agreement) shall mean the HB Service Credit
Agreement as amended by the Amendment and as may be further amended, modified, restated, or
supplemented from time to time. This Amendment shall be a Credit Document under (and as defined
in) each of the Xxxxxxx Credit Agreement and the HB Service Credit Agreement.
6.2 Applicable Law. This Amendment shall be governed by and construed in accordance
with the internal laws and judicial decisions of the State of North Carolina.
6.3 Counterparts; Execution. This Amendment may be executed in two or more
counterparts, each of which shall constitute an original, but all of which when taken together
shall constitute but one instrument. The exchange of copies of this Amendment and of signature
pages by facsimile transmission shall constitute effective execution and delivery of this Amendment
and such copies may be used in lieu of the original Amendment for all purposes. Delivery of an
executed counterpart of a signature page of this Agreement by facsimile transmission shall be
effective as delivery of a manually executed counterpart of this Amendment.
6.4 Expenses. Each of Xxxxxxx and HB Service, jointly and severally, agrees to pay on
demand all reasonable out-of-pocket expenses incurred by the Bank in connection with the
preparation, execution and delivery of this Amendment, including, without limitation, all
reasonable attorneys’ fees.
6.5 Further Assurances. Each of the Amendment Parties shall execute and deliver to
the Bank such documents, certificates, and opinions as the Bank may reasonably request to effect
the amendments contemplated by this Amendment and, with respect to the Xxxxxxx Credit Agreement, to
continue the existence, perfection and first priority of the Bank’s security interests in the
collateral securing the obligations under the Credit Documents (as defined in the Xxxxxxx Credit
Agreement).
6.6 Headings. The headings of this Amendment are for the purposes of reference only
and shall not affect the construction of this Amendment.
[The remainder of this page is left blank intentionally.]
8
IN WITNESS WHEREOF, the parties hereto have caused this Omnibus Amendment Agreement, Limited
Consent and Waiver to be executed and delivered by their duly authorized officers all as of the
date first above written.
| XXXXXXX INTERNATIONAL, INC. |
||||
| By: | /s/ Xxxx X. Xxxxxx | |||
| Name: | Xxxx X. Xxxxxx | |||
| Title: | Chief Financial Officer | |||
| HB SERVICE, LLC |
||||
| By: | /s/ Xxxx X. Xxxxxx | |||
| Name: | Xxxx X. Xxxxxx | |||
| Title: | Chief Financial Officer | |||
[Signature Pages Continued on the Following Page]
| XXXXX FARGO BANK, NATIONAL ASSOCIATION |
||||
| By: | /s/ Cavan X. Xxxxxx | |||
| Cavan X. Xxxxxx | ||||
| Senior Vice President | ||||
[Signature Pages Continued on the Following Page]
| GUARANTORS: XXXXXXX HYGIENE FRANCHISE CORP. XXXXXXX PEST CONTROL CORP. XXXXXXX MAIDS, INC. |
||||
| By: | /s/ Xxxx X. Xxxxxx | |||
| Name: | Xxxx X. Xxxxxx | |||
| Title: | Chief Financial Officer | |||
| SHFC BUFFALO, LLC SHFC MINNEAPOLIS, LLC SHFC OKLAHOMA, LLC SHFC OPERATIONS, LLC SHFC ARIZONA, LLC SHFC TEXAS, LLC |
||||
| By: | /s/ Xxxx X. Xxxxxx | |||
| Name: | Xxxx X. Xxxxxx | |||
| Title: | Chief Financial Officer | |||
[Signature Pages Continued on the Following Page]
| SERVICE BALTIMORE, LLC SERVICE XXXXXXX HILLS, LLC SERVICE BIRMINGHAM, LLC SERVICE CALIFORNIA, LLC SERVICE CAROLINA, LLC SERVICE CENTRAL FL, LLC SERVICE CHARLOTTE LLC SERVICE CHATTANOOGA, LLC SERVICE CINCINNATI, LLC SERVICE COLUMBIA, LLC SERVICE COLUMBUS, LLC SERVICE DC, LLC SERVICE DENVER, LLC SERVICE FCS, LLC SERVICE FLORIDA, LLC SERVICE FRESNO, LLC SERVICE GAINESVILLE, LLC SERVICE GOLD COAST, LLC SERVICE GREENSBORO, LLC SERVICE GREENVILLE, LLC SERVICE GULF COAST, LLC SERVICE HOUSTON, LLC SERVICE INDIANAPOLIS, LLC SERVICE LAS VEGAS, LLC SERVICE LOUISVILLE, LLC SERVICE MEMPHIS, LLC SERVICE MIDATLANTIC, LLC SERVICE MIDWEST, LLC SERVICE NASHVILLE, LLC SERVICE NEW ORLEANS, LLC SERVICE NEW YORK, LLC |
||||
| By: | /s/ Xxxx X. Xxxxxx | |||
| Name: | Xxxx X. Xxxxxx | |||
| Title: | Chief Financial Officer | |||
| SERVICE NORTH, LLC SERVICE NORTH-CENTRAL, LLC SERVICE OKLAHOMA CITY, LLC SERVICE PHILADELPHIA, LLC SERVICE PHOENIX, LLC SERVICE RALEIGH, LLC SERVICE SALT LAKE CITY, LLC SERVICE SEATTLE, LLC SERVICE SOUTH, LLC SERVICE ST. LOUIS, LLC SERVICE TALLAHASSEE, LLC SERVICE TAMPA, LLC SERVICE TRI-CITIES, LLC SERVICE VIRGINIA, LLC SERVICE WEST COAST, LLC |
||||
| By: | /s/ Xxxx X. Xxxxxx | |||
| Name: | Xxxx X. Xxxxxx | |||
| Title: | Chief Financial Officer | |||
[Signature Pages Continued on the Following Page]
| /s/ H. Xxxxx Xxxxxxxx | ||||
| H. XXXXX XXXXXXXX | ||||
