DEBENTURE SIDE LETTER AGREEMENT
APOLLO INVESTMENT FUND IV, L.P.
APOLLO OVERSEAS PARTNERS IV, X.X.
x/o Apollo Management, L.P.
0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
November 2, 1999
Group Maintenance America Corp.
0 Xxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attention: Xx. Xxxx Xxxxxxxx, Chief Executive Officer
Building One Services Corporation
00 Xxxxxxxx Xxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000
Attention: Xx. Xxxxxx Xxxx, President and Chief Executive Officer
Dear Messrs. Xxxxxxxx and Xxxx:
Reference is made to the Subscription and Exchange Agreement dated as of the
date hereof (the "Subscription Agreement") between Group Maintenance America
Corp. (the "Company") and BOSS II, LLC (the "Investor"), concerning the purchase
of the Company's 7 1/4 % Convertible Preferred Stock (the "Convertible Preferred
Stock") by the Investor. Capitalized terms defined in the Subscription Agreement
shall have the same meaning when used herein.
This letter is to confirm that Apollo Investment Fund IV, L.P. and
Apollo Overseas Partners IV, L.P. (together, the "BOSC Debentureholders"), are
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the lawful owners, of record and beneficially, of the BOSC Debentures and that
the BOSC Debentureholders are limited partnerships under common control with the
Investor.
The BOSC Debentureholders have good and marketable title to the BOSC
Debentures, free and clear of any Liens and will transfer the BOSC Debentures to
the Company, free and clear of any Liens, upon a Closing of the Subscription
Agreement in accordance with the terms thereof, and subject to the conditions
set forth therein.
As of the date hereof, the BOSC Debentureholders do not own of record
or beneficially, and are not the Beneficial Owner of a number of shares of
Common Stock which, in the aggregate, exceeds 1% of the outstanding shares of
Common Stock on the date hereof and, without the consent of the Company, the
BOSC Debentureholders shall not acquire or dispose of
any shares of Common Stock until after the Closing Date except in connection
with the transactions contemplated in Section 2.1 of Subscription Agreement.
No broker, investment banker, financial advisor, finder or other
person is entitled to any brokerage, investment banker's, financial advisor's,
finder's or other fee or commission for which the Company will be liable in
connection with the execution of the Subscription Agreement by the Investor or
the performance by the Investor of its obligations thereunder, except as
otherwise set forth in the Fee Letter.
Each of the BOSC Debentureholders is an "accredited investor" within
the meaning of Rule 501(a) promulgated under the Securities Act.
By their execution of this letter, the BOSC Debentureholders hereby
waive any and all rights they may have pursuant to the Indenture dated as of
April 30, 1999, by and between Building One Services Corporation and United
States Trust Company of New York arising as a result of the execution of, or
performance in accordance with their terms or, the Subscription Agreement and
the Merger Agreement.
APOLLO INVESTMENT FUND IV, L.P. APOLLO OVERSEAS PARTNERS IV, L.P.
By: Apollo Advisors IV, L.P. By: Apollo Advisors IV, L.P.
By: Apollo Capital Management IV, Inc. By: Apollo Capital Management IV, Inc.
By: /s/ Xxxxxx Xxxxxx By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx
Title: Vice President Title: Vice President