EXHIBIT 4.2
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BUILDING ONE SERVICES CORPORATION,
as Issuer,
ELECTRICAL CONTRACTING, INC.,
B & R ELECTRIC, INC.,
ATLANTIC ELECTRIC, INC.,
XXXXXXXX ELECTRIC, INC.,
K & A MECHANICAL, 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 November 12, 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
November 12, 1999, among Electrical Contracting, Inc, K & A Mechanical, Inc., B
& R Electric, Inc., Atlantic Electric, Inc., Xxxxxxxx Electric, 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.
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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.
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.,
B & R ELECTRIC, INC.
ATLANTIC ELECTRIC, INC.
K & A MECHANICAL, INC.
XXXXXXXX ELECTRIC, INC.
by:
/s/ F. T. XXXX
_____________________________
Name: X. Xxxxxxx Xxxx
Title: Vice President & Assistant Secretary
BUILDING ONE SERVICES CORPORATION
by:
/s/ F. T. XXXX
_____________________________
Name: X. Xxxxxxx Xxxx
Title: Executive Vice President
ADVENT ELECTRIC CO., INC.
AMERICAN AIR CO., INC.
XXXXXX XXXX MECHANICAL COMPANY,
L.L.C.
BELTLINE MECHANICAL SERVICES, INC.
XXXXXXXXX, INC.
BRAZOSPORT MANAGEMENT, INC.
BUILDING ONE MECHANICAL SERVICES,
INC.
BUILDING ONE SERVICE SOLUTIONS, INC.
BUYR, INC.
XXXXXXXX ELECTRONIC
COMMUNICATIONS, INC.
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CONSOLIDATED ELECTRICAL GROUP, INC.
CRAMAR ELECTRIC, INC.
CREST INTERNATIONAL, LLC
D/FW 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,
L.L.C.
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.
RIVIERA ELECTRIC CONSTRUCTION CO.
RIVIERA ELECTRIC OF CALIFORNIA, INC.
XXXXXXXX MECHANICAL COMPANY
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XXXXXXX BROS., INC.
SKC ELECTRIC, INC.
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 ELECTRICAL CONSTRUCTION CO.
XXXXXX ELECTRIC COMPANY, INC.
by
/s/ F. T. XXXX
_____________________________
Name: X. Xxxxxxx Xxxx
Title: Vice President & Assistant Secretary
IBJ WHITEHALL BANK & TRUST COMPANY,
as Trustee
by
/s/ XXXXXXX XXXXXXX
__________________________________
Name: Xxxxxxx Xxxxxxx
Title: Vice President
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