Exhibit 4.04
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BUILDING ONE SERVICES CORPORATION,
as Issuer,
ELECTRICAL CONTRACTING, INC.,
MOUNTAIN VIEW ELECTRIC, INC., and
the other GUARANTORS named herein,
as Guarantors
AND
IBJ WHITEHALL BANK & TRUST COMPANY,
as Trustee
SUPPLEMENTAL INDENTURE
Dated as of July 16, 1999
Relating to
up to $400,000,000
10 1/2% Senior Subordinated Notes
due 2009
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SUPPLEMENTAL INDENTURE
This supplemental Indenture (the "Supplemental Indenture") dated as of
July 16, 1999, among Electrical Contracting, Inc, and Mountain View
Electric, Inc. (the "New Guarantors"), companies acquired by BUILDING ONE
SERVICES CORPORATION, a Delaware corporation (the "Company"), since the date of
the Indenture (defined below), the existing subsidiary guarantors listed as
signatories hereto (the "Existing Guarantors") and IBJ Whitehall Bank & Trust
Company, a New York banking corporation, as trustee under the Indenture referred
to below (the "Trustee").
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, 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, Section 4.18 of the Indenture provides that under certain
circumstances the Company is required to cause the newly acquired subsidiaries
to execute and deliver to the Trustee a supplemental indenture pursuant to which
such subsidiaries shall unconditionally guarantee all of the Company's
obligations under the Securities on the terms and conditions set forth herein;
and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee, the
Company and the Existing 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, the New
Guarantors, the Company and the Existing Guarantors mutually covenant and agree
for
the equal and ratable benefit of the holders of the Securities as follows:
1. AGREEMENT TO GUARANTEE. The New Guarantors hereby agree, jointly and
severally with all of the Existing Guarantors, to unconditionally guarantee the
Company's obligations under the Securities on the terms set forth in the
Indenture.
2. RATIFICATION OF INDENTURE; SUPPLEMENTAL INDENTURE PART OF INDENTURE.
Except as expressly amended hereby, the Indenture is in all respects ratified
and confirmed and all of the terms, conditions and provisions thereof shall
remain in full force and effect. This 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.
3. GOVERNING LAW. This 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.
4. TRUSTEE MAKES NO REPRESENTATION. The recitals contained herein shall be
taken as the statements of the Company and the Trustee assumes no responsibility
for their correctness. The Trustee makes no representation as
to the validity or sufficiency of this Supplemental Indenture.
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5. COUNTERPARTS. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.
6. EFFECT OF HEADINGS. The Section headings herein are for convenience
only and shall not effect the construction thereof.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the date first above written.
ELECTRICAL CONTRACTING, INC.
MOUNTAIN VIEW ELECTRIC, INC.
by
/s/ X. Xxxxxxx Xxxx
_____________________________
Name: X. Xxxxxxx Xxxx
Title: Executive Vice President
BUILDING ONE SERVICES CORPORATION
by
/s/ X. Xxxxxxx Xxxx
_____________________________
Name: X. Xxxxxxx Xxxx
Title: Executive Vice President
ADVENT ELECTRIC CO., INC.
AMERICAN AIR CO., INC.
APPEARANCE MANAGEMENT SERVICES,
INC.
XXXXXX XXXX MECHANICAL COMPANY,
L.L.C.
BELTLINE MECHANICAL SERVICES, INC.
XXXXXXXXX, INC.
BRAZOSPORT MANAGEMENT, INC.
BRICK, INC.
BUILDING ONE MECHANICAL SERVICES,
INC.
BUILDING ONE SERVICE SOLUTIONS, INC.
BUYR, INC.
CENTER SERVICES, INC.
XXXXXXXX ELECTRONIC
COMMUNICATIONS, INC.
CONSOLIDATED ELECTRICAL GROUP, INC.
CRAMAR ELECTRIC, INC.
CREST INTERNATIONAL, LLC
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DFW MECHANICAL SERVICES, INC.
ELECTRICAL DESIGN & CONSTRUCTION,
INC.
ENGINEERING DESIGN GROUP, INC.
FLOR-SHIN, 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.
XXXX ELECTRIC, INC.
XXXX MECHANICAL COMPANY, INC.
XXXX MECHANICAL SERVICES, L.L.C.
LEXINGTON/XXXX MECHANICAL COMPANY,
LLC
XXXXXXXX MECHANICAL, INC.
NATIONAL NETWORK SERVICES, INC.
OIL CAPITAL ELECTRIC, INC.
OMNI MECHANICAL COMPANY
OMNI MECHANICAL SERVICES
PERIMETER MAINTENANCE CORPORATION
POTTER ELECTRIC CO., INC.
PRO WIRE SECURITY SYSTEMS, INC.
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.
RELIABLE PAPER SERVICE COMPANY, INC.
RIVIERA ELECTRIC CONSTRUCTION CO.
RIVIERA ELECTRIC OF CALIFORNIA, INC.
XXXXXXXX MECHANICAL COMPANY
XXXXXXX BROS., INC.
SKC ELECTRIC, INC.
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SKCE, INC.
XXXXX BUILDING MAINTENANCE
COMPANY
XXXXX MANAGEMENT GROUP, INC.
XXXXXX ELECTRIC, INC.
TESS HOLDINGS, 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-M INFORMATION SYSTEMS CORP.
TRI-M INTEGRATED SYSTEMS SOLUTIONS
CORP.
XXXXXX ENGINEERING, INC.
XXXXXX ELECTRICAL CONSTRUCTION
CORP.
XXXXXX ELECTRIC CONSTRUCTION CO.
XXXXXX ELECTRIC COMPANY, INC.
by
/s/ X. Xxxxxxx Xxxx
_____________________________
Name: X. Xxxxxxx Xxxx
Title: Executive Vice President
IBJ WHITEHALL BANK & TRUST COMPANY,
as Trustee
by /s/ Xxxxxxx Xxxxxxx
__________________________________
Name:
Title:
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