Exhibit 10.4
ANNEX III
TERM LOAN FACILITY AMORTIZATION SCHEDULE
|
Payment Date |
Principal Amortization Payment |
|
September 2017 |
$3,125,000 |
|
December 2017 |
$3,125,000 |
|
March 2018 |
$3,125,000 |
|
June 2018 |
$3,125,000 plus 1.250% of the Delayed Draw Term Loan Advance |
|
September 2018 |
$3,125,000 plus 1.250% of the Delayed Draw Term Loan Advance |
|
December 2018 |
$3,125,000 plus 1.250% of the Delayed Draw Term Loan Advance |
|
March 2019 |
$3,125,000 plus 1.250% of the Delayed Draw Term Loan Advance |
|
June 2019 |
$3,125,000 plus 1.250% of the Delayed Draw Term Loan Advance |
|
September 2019 |
$4,687,500 plus 1.875% of the Delayed Draw Term Loan Advance |
|
December 2019 |
$4,687,500 plus 1.875% of the Delayed Draw Term Loan Advance |
|
March 2020 |
$4,687,500 plus 1.875% of the Delayed Draw Term Loan Advance |
|
June 2020 |
$4,687,500 plus 1.875% of the Delayed Draw Term Loan Advance |
|
September 2020 |
$4,687,500 plus 1.875% of the Delayed Draw Term Loan Advance |
|
December 2020 |
$4,687,500 plus 1.875% of the Delayed Draw Term Loan Advance |
|
March 2021 |
$4,687,500 plus 1.875% of the Delayed Draw Term Loan Advance |
|
June 2021 |
$4,687,500 plus 1.875% of the Delayed Draw Term Loan Advance |
|
September 2021 |
$6,250,000 plus 2.500% of the Delayed Draw Term Loan Advance |
|
December 2021 |
$6,250,000 plus 2.500% of the Delayed Draw Term Loan Advance |
|
Maturity Date |
All outstanding principal under the Term Loan Facility |
Schedule E
EXISTING LETTERS OF CREDIT
|
|
Issuer |
Ltr Number |
Amount |
Beneficiary |
Applicant |
|
1 |
PNC |
18123975-00 |
$ 19,687,818.00 |
ACE AMERICAN INSURANCE COMPANY |
TOPBUILD CORP. |
|
2 |
PNC |
18123976-00 |
$ 13,883,600.00 |
OLD REPUBLIC INSURANCE COMPANY |
TOPBUILD CORP. |
|
3 |
PNC |
18126123-00 |
$ 14,984,000.00 |
THE TRAVELERS INDEMNITY COMPANY |
TOPBUILD CORP. |
|
4 |
PNC |
18124006-00 |
$ 524,994.00 |
NATIONAL UNION FIRE INSURANCE CO. |
SERVICE PARTNERS LLC |
Schedule 2.01
COMMITMENTS AND APPLICABLE PERCENTAGES
|
Lender |
Revolver |
Term Loan |
Total |
|||||
|
Revolving |
Applicable |
Term |
Applicable |
|||||
|
Bank of America, N.A. |
$ |
57,291,666.67 |
22.916666668% |
$ |
80,208,333.33 |
22.916666666% |
$ |
137,500,000.00 |
|
PNC Bank, National Association |
$ |
57,291,666.67 |
22.916666668% |
$ |
80,208,333.33 |
22.916666666% |
$ |
137,500,000.00 |
|
Fifth Third Bank |
$ |
52,083,333.33 |
20.833333332% |
$ |
72,916,666.67 |
20.833333334% |
$ |
125,000,000.00 |
|
SunTrust Bank |
$ |
41,666,666.67 |
16.666666668% |
$ |
58,333,333.33 |
16.666666666% |
$ |
100,000,000.00 |
|
The Huntington National Bank |
$ |
20,833,333.33 |
8.333333332% |
$ |
29,166,666.67 |
8.333333334% |
$ |
50,000,000.00 |
|
U.S. Bank National Association |
$ |
20,833,333.33 |
8.333333332% |
$ |
29,166,666.67 |
8.333333334% |
$ |
50,000,000.00 |
|
Total |
$ |
250,000,000.00 |
100.000000000% |
$ |
350,000,000.00 |
100.000000000% |
$ |
600,000,000.00 |
Schedule 5.08(b)
EXISTING LIENS
|
Entity Name |
Existing Liens |
|
American National Services, Inc. |
1. Liens in favor of SunTrust Equipment Finance & Leasing Corp. on the equipment (together with all improvements, additions, substitutions and replacements therefor, and proceeds (including insurance proceeds) thereof)) leased under (a) Equipment Lease Agreement dated as of May 31, 2010, (b) Equipment Lease Agreement dated as of September 21, 2015, and (c) Master Equipment Lease Agreement dated as of September 21, 2015
2. Liens in favor Banc of America Leasing & Capital, LLC (as successor by assignment to SunTrust Equipment Finance & Leasing Corp.) on certain equipment (together with all improvements, additions, substitutions and replacements therefor, and proceeds (including insurance proceeds) thereof)) leased under Equipment Lease Agreement dated as of September 21, 2015
|
|
Builder Services Group, Inc. |
1. Liens in favor of SunTrust Equipment Finance & Leasing Corp. on the equipment (together with all improvements, additions, substitutions and replacements therefor, and proceeds (including insurance proceeds) thereof)) leased under (a) Equipment Lease Agreement dated as of May 31, 2010, (b) Equipment Lease Agreement dated as of May 25, 2010, (c) Equipment Lease Agreement dated as of September 21, 2015, and (d) Master Equipment Lease Agreement dated as of September 21, 2015
2. Liens in favor of Regions Equipment Finance Corporation (as successor by assignment to SunTrust Equipment Finance & Leasing Corp.) on (a) certain equipment (together with all improvements, additions, substitutions and replacements therefor, and proceeds (including insurance proceeds) thereof)) leased under (x) Equipment Lease Agreement dated as of May 25, 2010, and (y) Equipment Lease Agreement dated as of May 31, 2010, (b) certain goods and other personal property described in UCC Filing No. 201207294509 to secure obligations under that certain Final Equipment Schedule No. 10, dated June 30, 2012, to that certain Master Agreement No. 07702, dated May 31, 2010, (c) certain goods and other personal property described in UCC Filing No. 201207748313 to secure obligations under that certain Final Equipment Schedule No. 013 dated August 30, 2012 to that certain Master Agreement No. 07702, dated May 31, 2010, and (d) certain goods and other personal property described in UCC Filing No. |
|
Entity Name |
Existing Liens |
|
|
201308454137 to secure obligations under that certain Final Equipment Schedule No. 014 dated November 30, 2012 to that certain Master Agreement No. 07702, dated May 31, 2010
3. Liens in favor of REFLP (as successor by assignment to SunTrust Equipment Finance & Leasing Corp.) on certain equipment (together with all improvements, additions, substitutions and replacements therefor, and proceeds (including insurance proceeds) thereof)) leased under Equipment Lease Agreement dated as of May 25, 2010
4. Liens in favor of RBS Asset Finance, Inc. (as successor by assignment to SunTrust Equipment Finance & Leasing Corp.) on certain equipment (together with all improvements, additions, substitutions and replacements therefor, and proceeds (including insurance proceeds) thereof)) leased under Equipment Lease Agreement dated as of May 31, 2010
5. Liens in favor of Banc of America Leasing & Capital, LLC (as successor by assignment to SunTrust Equipment Finance & Leasing Corp.) on certain equipment (together with all improvements, additions, substitutions and replacements therefor, and proceeds (including insurance proceeds) thereof)) leased under (a) Equipment Lease Agreement dated as of September 21, 2015, and (b) Master Equipment Lease Agreement dated as of September 21, 2015
6. Subject to Section 6.16 of the Credit Agreement, Intellectual property assignment filed against trademark, “GALE INSULATION”, owned by Builder Services Group, Inc. (as successor in interest to Gale Industries, Inc.) in favor of Heller Financial, Inc. at Reel/Frame 1303/0389
|
|
Entity Name |
Existing Liens |
|
Service Partners LLC |
1. Liens in favor of SunTrust Equipment Finance & Leasing Corp. on the equipment (together with all improvements, additions, substitutions and replacements therefor, and proceeds (including insurance proceeds) thereof)) leased under (a) Equipment Lease Agreement dated as of May 31, 2010, (b) Equipment Lease Agreement dated as of May 25, 2010, and (c) Equipment Lease Agreement dated September 21, 2015
2. Liens in favor of Regions Equipment Finance Corporation (as successor by assignment to SunTrust Equipment Finance & Leasing Corp.) on certain equipment (together with all improvements, additions, substitutions and replacements therefor, and proceeds (including insurance proceeds) thereof)) leased under Equipment Lease Agreement dated as of May 31, 2010
3. Liens in favor of Banc of America Leasing & Capital, LLC (as successor by assignment to SunTrust Equipment Finance & Leasing Corp.) on certain equipment (together with all improvements, additions, substitutions and replacements therefor, and proceeds (including insurance proceeds) thereof)) leased under Equipment Lease Agreement dated as of September 21, 2015
4. Subject to Section 6.16 of the Credit Agreement, UCC filing no. 08060472893 filed against Industrial Products Company (a predecessor to Service Partners LLC) in favor of SunTrust Bank
|
|
TruTeam of California, Inc. |
1. Liens in favor of SunTrust Equipment Finance & Leasing Corp. on the equipment (together with all improvements, additions, substitutions and replacements therefor, and proceeds (including insurance proceeds) thereof)) leased under Equipment Lease Agreement dated September 21, 2015
2. Liens in favor of Banc of America Leasing & Capital, LLC (as successor by assignment to SunTrust Equipment Finance & Leasing Corp.) on certain equipment (together with all improvements, additions, substitutions and replacements therefor, and proceeds (including insurance proceeds) thereof)) leased under Equipment Lease Agreement dated as of September 21, 2015
|
Schedule 5.13
SUBSIDIARIES AND OTHER EQUITY INVESTMENTS; LOAN PARTIES
(a) Material Domestic Subsidiaries
|
Material Domestic Subsidiary |
Jurisdiction of |
Shareholder/Member |
Number of |
Total |
|
TopBuild Services Group Corp. |
Delaware |
TopBuild Corp. |
1,000 |
1,000 |
|
TruTeam, LLC |
Delaware |
TopBuild Services Group Corp. |
100 |
100 |
|
Service Partners, LLC |
Virginia |
TopBuild Services Group Corp. |
1,000 |
1,000 |
|
Builder Services Group, Inc. |
Florida |
TruTeam, LLC |
5,644,217 |
5,644,217 |
|
American National Services, Inc. |
California |
TruTeam, LLC |
1,507.3529 |
1,507.3529 |
|
Coast Insulation Contractors, Inc. |
California |
American National Services, Inc. |
33,718.4 |
33,718.4 |
|
Superior Contracting Corporation |
Delaware |
American National Services, Inc. |
1,000 |
1,000 |
(b) Loan Parties
|
Loan Party Name |
Jurisdiction of |
Address of |
U.S. Taxpayer |
|
TopBuild Corp. |
Delaware |
475 North Williamson Boulevard |
47-3096382 |
|
TopBuild Services Group Corp. |
Delaware |
475 North Williamson Boulevard |
38-3569431 |
|
TruTeam, LLC |
Delaware |
475 North Williamson Boulevard |
Disregarded Entity |
|
Service Partners, LLC |
Virginia |
1029 Technology Park Drive |
54-1903720 |
|
Builder Services Group, Inc. |
Florida |
475 North Williamson Boulevard |
59-3214406 |
|
American National Services, Inc. |
California |
475 North Williamson Boulevard |
33-0780486 |
|
Coast Insulation Contractors, Inc. |
California |
475 North Williamson Boulevard |
77-0134470 |
|
Superior Contracting Corporation |
Delaware |
475 North Williamson Boulevard |
38-3539315 |
Section 5.17
INTELLECTUAL PROPERTY MATTERS
(a) U.S. Registered Trademarks
|
Loan Party |
Trademark |
Jurisdiction |
Application No./ |
|
TopBuild Services Group Corp. |
House Design |
United States |
2640968 |
|
Builder Services Group, Inc. |
RICE and Design |
United States |
3103691 |
|
Builder Services Group, Inc. |
VALLEY INSULATION |
United States |
87/173284 |
|
Builder Services Group, Inc. |
VALLEY INSULATION & DESIGN |
United States |
87/173285 |
|
Builder Services Group, Inc. |
COASTAL INSULATION |
Louisiana |
Book # 64-6084 |
|
Builder Services Group, Inc.9 - 14 |
WILLIAMS INSULATION |
Nebraska |
NE10069518 |
|
Builder Services Group, Inc. |
GALE INSULATION |
United States |
1944889 |
|
Builder Services Group, Inc. |
M and Design |
United States |
2615864 |
|
Builder Services Group, Inc. |
GALLATIN INSULATION COMPANY |
Wyoming |
2011-000597620 |
|
Builder Services Group, Inc. |
D’S INSULATION |
Wyoming |
2011-000597626 |
|
Builder Services Group, Inc. |
NEBRASKA BUILDING PRODUCTS |
Nebraska |
NE10239153 |
|
Service Partners, LLC |
SERVICE PARTNERS |
United States |
2544415 |
|
Service Partners, LLC |
SERVICE PARTNERS (STYLIZED) |
United States |
2552114 |
|
Service Partners, LLC |
GORILLA |
United States |
2979464 |
|
Service Partners, LLC |
SEAL PRO |
United States |
85/931160 |
|
Service Partners, LLC |
SEAL PRO |
United States |
3723331 |
|
Service Partners, LLC |
SEAL PRO |
United States |
4458750 |
|
Loan Party |
Trademark |
Jurisdiction |
Application No./ |
|
Service Partners, LLC |
SEAL PRO |
United States |
5036853 |
|
Service Partners, LLC |
SEAL PRO |
United States |
4932800 |
|
Service Partners, LLC |
SMARTSHREDZ |
United States |
3991179 |
|
Service Partners, LLC |
CONTRACTORS' CLUB LOGO |
United States |
4470909 |
|
Service Partners, LLC |
MAXSHREDZ |
United States |
86/791957 |
|
Service Partners, LLC |
PROSHREDZ |
United States |
86/791984 |
|
Service Partners, LLC |
SHREDZ |
United States |
86/791997 |
|
Service Partners, LLC |
SHREDZ LOGO |
United States |
86/792008 |
|
Service Partners, LLC |
ULTRASHREDZ |
United States |
86/792014 |
|
Service Partners, LLC |
CONTRACTORS' CLUB PERFORMANCE ACADEMY CERTIFIED INSTALLER and Design |
United States |
4604548 |
|
Service Partners, LLC |
CONTRACTORS' CLUB PERFORMANCE ACADEMY LOGO (WITHOUT BANNER) |
United States |
4659382 |
|
Service Partners, LLC |
BLOW-IN BLANKET |
United States |
1374218 |
|
Service Partners, LLC |
BIBS |
United States |
2310217 |
|
TruTeam, LLC |
LOCAL RELATIONSHIPS. NATIONAL RESOURCES. |
United States |
4585387 |
|
TruTeam, LLC |
MASCO CONTRACTOR SERVICES and Design |
United States |
3473888 |
(b) U.S. Registered Patents
|
Loan Party |
Patent |
Jurisdiction |
Application No./ |
|
TruTeam, LLC |
ERROR MANAGEMENT FRAMEWORK |
United States |
7941708 |
|
Service Partners, LLC |
UNDER PURLIN INSULATION SYSTEM |
United States |
9,169,637 |
|
Service Partners, LLC |
CONTAINING INSULATION USING A BARRIER ASSEMBLY |
United States |
5819496 |
(c) U.S. Registered Copyrights
None.
Schedule 6.12
EXCLUDED ACCOUNTS
|
Loan Party |
Securities |
Account Number |
Type of Account |
|
TopBuild Corp. |
Wells Fargo Bank U.S. Corporate Banking MAC E2616-290 230 W. Monroe St.; Suite 2900 Chicago, IL 60606 |
4124946823 |
(Tax Account) |
|
TopBuild Corp. |
PNC 755 West Big Beaver Road; Suite 2400 R1-YB94-24-1 Troy, MI 48084-4900 |
1029024596 |
Disbursement Account |
|
TopBuild Corp. |
Bank of America NC1-007-24-12 100 North Tryon Street Charlotte, NC 28255 |
4427274208 |
Payroll Account |
|
American National Services, Inc. |
PNC 755 West Big Beaver Road; Suite 2400 R1-YB94-24-1 Troy, MI 48084-4900 |
1019800424 |
Wire/ACH DD Service |
|
American National Services, Inc. |
Wells Fargo Bank U.S. Corporate Banking MAC E2616-290 230 W. Monroe St.; Suite 2900 Chicago, IL 60606 |
4945017754 |
Wire/ACH DD Service |
|
American National Services, Inc. |
PNC Bank 755 West Big Beaver Road; Suite 2400 R1-YB94-24-1 Troy, MI 48084-4900 |
1019824493 |
Disbursement Account |
|
Loan Party |
Securities |
Account Number |
Type of Account |
|
American National Services, Inc. |
PNC Bank 755 West Big Beaver Road; Suite 2400 R1-YB94-24-1 Troy, MI 48084-4900 |
1019824485 |
Disbursement Account |
|
American National Services, Inc. |
Comerica Oaktec Office Center U.S. Banking -Michigan 3551 Hamlin Road MC 2394 Auburn Hills, MI 48326 |
1851624799 |
Payroll Account |
|
American National Services, Inc. |
Wells Fargo Bank U.S. Corporate Banking MAC E2616-290 230 W. Monroe St.; Suite 2900 Chicago, IL 60606 |
4945017762 |
Payroll Account |
|
Builder Services Group, Inc. |
PNC 755 West Big Beaver Road; Suite 2400 R1-YB94-24-1 Troy, MI 48084-4900 |
1019800432 |
Wire/ACH DD Service |
|
Builder Services Group, Inc. |
Bank of America NC1-007-24-12 100 North Tryon Street Charlotte, NC 28255 |
3750710168 |
Wire/ACH DD Service |
|
Builder Services Group, Inc. |
PNC Bank 755 West Big Beaver Road; Suite 2400 R1-YB94-24-1 Troy, MI 48084-4900 |
1019806009 |
Disbursement Account |
|
Builder Services Group, Inc. |
PNC 755 West Big Beaver Road; Suite 2400 R1-YB94-24-1 Troy, MI 48084-4900 |
1017289765 |
Disbursement Account |
|
Loan Party |
Securities |
Account Number |
Type of Account |
|
Builder Services Group, Inc. |
TD Bank North 5 Commerce Park North; Mail Stop: NH-004-02 Bedford, NH 03110 |
9243907601 |
Payroll Account |
|
Builder Services Group, Inc. |
Comerica Oaktec Office Center U.S. Banking -Michigan 3551 Hamlin Road MC 2394 Auburn Hills, MI 48326 |
1851280089 |
Payroll Account |
|
Builder Services Group, Inc. |
Bank of America NC1-007-24-12 100 North Tryon Street Charlotte, NC 28255 |
3750798452 |
Payroll Account |
|
Builder Services Group, Inc. |
JPM Chase Corporate Client Banking 10 S. Dearborn Street; 34th Floor Mail Code: IL1-0032 Chicago, IL 60603 |
94942 |
Payroll Account |
|
Builder Services Group, Inc. |
Regions Bank 315 Deaderick Street Nashville, TN 37237-0303 |
0603021957 |
Payroll Account |
|
Builder Services Group, Inc. |
Wells Fargo Bank U.S. Corporate Banking MAC E2616-290 230 W. Monroe St.; Suite 2900 Chicago, IL 60606 |
2000014820407 |
Payroll Account |
|
Builder Services Group, Inc. |
Wells Fargo Bank U.S. Corporate Banking MAC E2616-290 230 W. Monroe St.; Suite 2900 Chicago, IL 60606 |
2290004742 |
Payroll Account |
|
Loan Party |
Securities |
Account Number |
Type of Account |
|
Superior Contracting Corporation |
JPM Chase Corporate Client Banking 10 S. Dearborn Street; 34th Floor Mail Code: IL1-0032 Chicago, IL 60603 |
5300091316 |
Payroll Account |
|
Superior Contracting Corporation |
Bank of America NC1-007-24-12 100 North Tryon Street Charlotte, NC 28255 |
1233527789 |
Payroll Account |
|
Superior Contracting Corporation |
Wells Fargo Bank U.S. Corporate Banking MAC E2616-290 230 W. Monroe St.; Suite 2900 Chicago, IL 60606 |
2000002931670 |
Payroll Account |
|
Superior Contracting Corporation |
US Bank National Corporate Banking 209 S. LaSalle Street; Suite 410 MK-IL-RY4D Chicago, IL 60604 |
196455998712 |
Payroll Account |
|
Superior Contracting Corporation |
Wells Fargo Bank U.S. Corporate Banking MAC E2616-290 230 W. Monroe St.; Suite 2900 Chicago, IL 60606 |
2000002931382 |
Payroll Account |
|
Service Partners, LLC |
Wells Fargo Bank U.S. Corporate Banking MAC E2616-290 230 W. Monroe St.; Suite 2900 Chicago, IL 60606 |
4945031847 |
Wire/ACH DD Service |
|
Service Partners, LLC |
JPM Corporate Client Banking 10 S. Dearborn Street; 34th Floor Mail Code: IL1-0032 Chicago, IL 60603 |
650177108 |
Wire/ACH DD Service |
|
Loan Party |
Securities |
Account Number |
Type of Account |
|
Service Partners, LLC |
Bank of America NC1-007-24-12 100 North Tryon Street Charlotte, NC 28255 |
4426871123 |
Wire/ACH DD Service |
|
Service Partners, LLC |
Comerica Oaktec Office Center U.S. Banking -Michigan 3551 Hamlin Road MC 2394 Auburn Hills, MI 48326 |
1851893113 |
Wire/ACH DD Service |
|
Service Partners, LLC |
Regions Bank 315 Deaderick Street Nashville, TN 37237-0303 |
304994477 |
Wire/ACH DD Service |
|
Service Partners, LLC |
U S Bank National Corporate Banking 209 S. LaSalle Street; Suite 410 MK-IL-RY4D Chicago, IL 60604 |
153910128799 |
Wire/ACH DD Service |
|
Service Partners, LLC |
U S Bank National Corporate Banking 209 S. LaSalle Street; Suite 410 MK-IL-RY4D Chicago, IL 60604 |
182380373478 |
Wire/ACH DD Service |
|
Service Partners, LLC |
PNC 755 West Big Beaver Road; Suite 2400 R1-YB94-24-1 Troy, MI 48084-4900 |
1014326575 |
Disbursement Account |
|
Service Partners, LLC |
Wells Fargo Bank U.S. Corporate Banking MAC E2616-290 230 W. Monroe St.; Suite 2900 Chicago, IL 60606 |
2000010970461 |
Service Partners Manager Accounts |
|
Johnson Products, LLC (Service Partners LLC) |
Regions Bank 315 Deaderick Street Nashville, TN 37237-0303 |
3605002664 |
Checking Account |
|
Loan Party |
Securities |
Account Number |
Type of Account |
|
Lilienthal Insulation Company, LLC (Service Partners LLC) |
Wells Fargo Bank U.S. Corporate Banking MAC E2616-290 230 W. Monroe St.; Suite 2900 Chicago, IL 60606 |
2000013946094 |
Checking Account |
|
Moore Products, LLC (Service Partners LLC) |
Wells Fargo Bank U.S. Corporate Banking MAC E2616-290 230 W. Monroe St.; Suite 2900 Chicago, IL 60606 |
2000010970377 |
Checking Account |
|
Renfrow Supply, LLC (Service Partners LLC) |
Wells Fargo Bank U.S. Corporate Banking MAC E2616-290 230 W. Monroe St.; Suite 2900 Chicago, IL 60606 |
2000010970429 |
Checking Account |
|
Denver Southwest, LP (Service Partners LLC) |
Wells Fargo Bank U.S. Corporate Banking MAC E2616-290 230 W. Monroe St.; Suite 2900 Chicago, IL 60606 |
2000010970254 |
Checking Account |
|
Cell Pak, LLC (Service Partners LLC) |
Wells Fargo Bank U.S. Corporate Banking MAC E2616-290 230 W. Monroe St.; Suite 2900 Chicago, IL 60606 |
2000017266330
|
Checking Account |
|
Industrial Products, LLC (Service Partners LLC) |
Wells Fargo Bank U.S. Corporate Banking MAC E2616-290 230 W. Monroe St.; Suite 2900 Chicago, IL 60606 |
2000010970335 |
Checking Account |
|
Cell Pak, LLC (Service Partners LLC) |
Wells Fargo Bank U.S. Corporate Banking MAC E2616-290 230 W. Monroe St.; Suite 2900 Chicago, IL 60606 |
2000028329839 |
Checking Account |
|
Loan Party |
Securities |
Account Number |
Type of Account |
|
Service Partners of the Carolinas (Service Partners LLC) |
Wells Fargo Bank U.S. Corporate Banking MAC E2616-290 230 W. Monroe St.; Suite 2900 Chicago, IL 60606 |
2000010970474 |
Checking Account |
Schedule 6.16
POST-CLOSING OBLIGATIONS
1.Execution and delivery of any Notes required by Lenders, to be delivered to the Administrative Agent within 15 Business Days of the Closing Date.
2.Deliver updated stock certificates evidencing the Pledged Equity to the Administrative Agent within 30 days of the Closing Date.
3.Within 60 days of the Closing Date, provide evidence or termination of the following existing Liens:
a.UCC filing no. 08060472893 filed against Industrial Products Company (a predecessor to Service Partners LLC) in favor of SunTrust Bank.
b.Intellectual property assignment filed against trademark, “GALE INSULATION”, owned by Builder Services Group, Inc. (as successor in interest to Gale Industries, Inc.) in favor of Heller Financial, Inc. at Reel/Frame 1303/0389.
4.Insurance endorsements required under Section 6.07 of the Credit Agreement, to be delivered to the Administrative Agent within 60 days of the Closing Date.
5.Use commercially reasonable efforts to enter into a landlord waiver with respect to Borrower’s leased property of 475 N. Williamson Boulevard, Daytona Beach, Florida 32114 within 60 days of the Closing Date.
Schedule 7.02
EXISTING INDEBTEDNESS
1. Existing Letters of Credit listed on Schedule E.
2. Indebtedness secured by the Liens set forth on Schedule 5.08(b).
Schedule 7.03
EXISTING INVESTMENTS
None.
Schedule 7.09
BURDENSOME AGREEMENTS
None.
Schedule 11.02
ADMINISTRATIVE AGENT’S OFFICE; CERTAIN ADDRESSES FOR NOTICES
BORROWER:
TOPBUILD CORP.
475 North Williamson Boulevard
Daytona Beach, Florida 32114
|
Attention: |
Robert Buck, President and Chief Operating Officer |
|
|
Joe Jacumin, Assistant General Counsel |
|
Telephone: |
386-763-8801 |
|
Facsimile: |
386-763-7319 |
|
E-Mail: |
robert.buck@topbuild.com; joe.jacumin@topbuild.com |
|
Tax ID No.: |
47-3096382 |
ADMINISTRATIVE AGENT:
Administrative Agent’s Office - For payments and Requests for Credit Extensions:
BANK OF AMERICA, N.A., as Administrative Agent
101 North Tryon Street
Mailcode: NC1-001-05-46
Charlotte, NC 28255
|
Attention: |
Devarshi Ojha |
|
Telephone: |
972-338-3774 |
|
Facsimile: |
214-290-8373 |
|
Email: |
devarshi.ojha@baml.com |
Remittance Instructions-US Dollars:
Bank of America, N.A.
New York, New York
|
ABA No.: |
026009593 |
|
Account No.: |
1366072250600 |
|
Account: |
Wire Clearing Acct for Syn Loans-LIQ |
|
Reference: |
TopBuild |
Other Notices as Administrative Agent:
BANK OF AMERICA, N.A., as Administrative Agent
900 W. Trade Street, 6th Floor
Mailcode: NC1-026-06-03
Charlotte, NC 28255
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Attention: |
Kyle Harding |
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Telephone: |
980-275-6132 |
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Facsimile: |
704-719-5215 |
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Email: |
kyle.d.harding@baml.com |
L/C ISSUER:
Bank of America, N.A.
Trade Operations
1 Fleet Way
Mail Code: PA6-580-02-30
Scranton, Pennsylvania 18507
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Attention: |
Trade Operations |
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Telephone: |
570-496-9619 |
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Facsimile: |
800-755-8740 |
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Email: |
tradeclientserviceteamus@baml.com |
Remittance Instructions:
Bank of America, N.A.
New York, New York
Bank of America, N.A.
New York, New York
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ABA No.: |
026009593 |
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Account No.: |
04535-883980 |
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Attention: |
Scranton Standby |
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Reference: |
TopBuild |