EXHIBIT 10.15
FIRST AMENDMENT
TO
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT ("Amendment"), dated
effective as of March 30, 2001 (the "First Amendment Effective Date"), is
executed and entered into by and between THE ACR GROUP, INC., a Texas
corporation (the "Borrower"), the undersigned Guarantors and BANK OF AMERICA,
N.A., a national banking association (the "Lender"), as follows:
RECITAL:
The Borrower, joined by the Guarantors, and the Lender are parties to the
certain Amended and Restated Loan and Security Agreement dated as of May 25,
2000 (the "Agreement"), and have agreed to amend the Agreement as provided
below.
NOW THEREFORE, in consideration of the premises and the mutual covenants
herein contained, the parties hereto hereby agree as follows:
ARTICLE 1
Definitions
Section 1.1 Definitions. Unless otherwise defined in this Amendment,
terms defined by the Agreement, where used in this Amendment, shall have the
same meanings in this Amendment as are prescribed by the Agreement, as amended
by this Amendment.
ARTICLE 2
Amendments
Section 2.1 Amendment and Addition to Definitions in Article 1 of the
Agreement.
(a) Effective as of the First Amendment Effective Date, the following
definition hereby is added to Section 1.1 of the Agreement, and is deemed to be
inserted immediately following the existing definition of "Existing Liens":
"Existing Real Estate Term Loan" means the loan and related obligations
evidenced by Real Estate Term Note A.
(b) Effective as of the First Amendment Effective Date, the following
definitions in Section 1.1 of the Agreement are hereby amended and restated in
their entirety to read as follows:
"Real Estate Term Loan B Maximum Amount" means an amount equal to $487,500.
First Amendment to Amended and Restated Loan and Security Agreement - Page 1
"Tangible Net Worth" means, as applied to any Person, the Net Worth of such
Person plus Subordinated Debt at the time in question, after deducting therefrom
the amount of all intangible items reflected therein, including the unamortized
amount of all debt discount and expense, research and development expense,
deferred charges, goodwill, Intellectual Property, excess cost of investment in
Subsidiaries over equity at dates of acquisition, and all similar items which
should properly be treated as intangibles in accordance with GAAP (provided,
that notwithstanding the foregoing there shall not be deducted the effect, if
any, of any write-down of non-cash deferred taxes).
Section 2.2. Amendment to Section 2B.1(b). Effective on and after the First
Amendment Effective Date, the date "November 27, 2000" in Section 2B.1(b) of the
Agreement hereby is amended and restated to read "March 30, 2001."
Section 2.3. Amendment to Section 10.1. Effective on the First Amendment
Effective Date, Section 10.1 of the Agreement hereby is amended and restated in
its entirety to read as follows:
Section 10.1 Financial Ratios.
(a) Maximum Leverage Ratio. Permit the Leverage Ratio of Borrower and its
Subsidiaries on a consolidated basis, as of the last day of any of the
following specified fiscal quarters, to be greater than the corresponding
amount specified for such fiscal quarter:
Fiscal Quarter Ending Maximum Ratio
--------------------- -------------
May 31, 2001: 9.50 to 1.00
August 31, 2001 6.35 to 1.00
November 30, 2001 5.00 to 1.00
February 28, 2002 4.75 to 1.00
the last day of each
fiscal quarter thereafter: 4.50 to 1.0
(b) Minimum Tangible Net Worth. Permit the Tangible Net Worth of Borrower
and its Subsidiaries, on a consolidated basis, as of the last day of any
of the following specified fiscal quarters, to be less than the
corresponding amount specified for such fiscal quarter:
Fiscal Quarter Ending Minimum Amount
--------------------- --------------
February 28, 2001 $5,200,000
May 31, 2001 $5,300,000
First Amendment to Amended and Restated Loan and Security Agreement - Page 2
November 30, 2001 $6,200,000
February 28, 2002 $6,200,000
the last day of each
fiscal quarter thereafter $6,200,000 plus an amount
equal to fifty percent (50%) of the
cumulative Adjusted Net Income of
Borrower and its Subsidiaries on a
consolidated basis, determined for
the period beginning March 1, 2002
and ending on the last day of such
fiscal quarter
(c) Free Cash Flow to Fixed Charges. Permit the ratio of Free Cash Flow to
Fixed Charges, determined for Borrower and its Subsidiaries on a
consolidated basis as of the end of any fiscal quarter for the preceding
four fiscal quarters, to be less than the ratios specified as follows:
Fiscal Quarter Ending Minimum Ratio
--------------------- -------------
May 31, 2001 0.34 to 1.0
August 31, 2001 0.67 to 1.0
November 30, 2001 1.00 to 1.0
February 28, 2002 1.15 to 1.0
The last day of
Each fiscal quarter thereafter 1.15 to 1.0
Section 2.5 Amendment to Schedule 5.1(a). Effective on the First
Amendment Effective Date, Schedule 5.1(a) of the Agreement hereby is amended and
restated in its entirety to read as provided by Schedule 5.1(a) attached to this
Amendment.
Section 2.6 Amendment to Schedule 5.1(b). Effective on the First
Amendment Effective Date, Schedule 5.1(b) of the Agreement hereby is amended and
restated in its entirety to read as provided by Schedule 5.1(b) attached to this
Amendment.
Section 2.7 Amendment to Schedule 5.1(h). Effective on the First
Amendment Effective Date, Schedule 5.1(h) of the Agreement hereby is amended and
restated in its entirety to read as provided by Schedule 5.1(h) attached to this
Amendment.
First Amendment to Amended and Restated Loan and Security Agreement - Page 3
Section 2.8 Amendment to Schedule 5.1(i). Effective on the First
Amendment Effective Date, Schedule 5.1(i) of the Agreement hereby is amended and
restated in its entirety to read as provided by Schedule 5.1(i) attached to this
Amendment.
Section 2.9 Amendment to Schedule 5.1(j). Effective on the First
Amendment Effective Date, Schedule 5.1(j) of the Agreement hereby is amended and
restated in its entirety to read as provided by Schedule 5.1(j) attached to this
Amendment.
Section 2.10 Amendment to Schedule 5.1(p). Effective on the First
Amendment Effective Date, Schedule 5.1(p) of the Agreement hereby is amended and
restated in its entirety to read as provided by Schedule 5.1(p) attached to this
Amendment.
Section 2.11 Amendment to Schedule 5.1(u). Effective on the First
Amendment Effective Date, Schedule 5.1(u) of the Agreement hereby is amended and
restated in its entirety to read as provided by Schedule 5.1(u) attached to this
Amendment.
Section 2.12 Amendment to Schedule 5.1(w). Effective on the First
Amendment Effective Date, Schedule 5.1(w) of the Agreement hereby is amended and
restated in its entirety to read as provided by Schedule 5.1(w) attached to this
Amendment.
Section 2.13 Amendment to Schedule 10.3. Effective on the First Amendment
Effective Date, Schedule 10.3 of the Agreement hereby is amended and restated in
its entirety to read as provided by Schedule 10.3 attached to this Amendment.
Section 2.14 Amendment to Loan Documents. Effective on the First Amendment
Effective Date, all references to "Time Energy Systems Southwest, Inc." in the
Loan Documents are hereby amended and restated to read "CAC Distributors, Inc.
(f/k/a Time Energy Systems Southwest, Inc.)".
ARTICLE 3
Waiver of Specified Event of Default
Section 3.1 Waiver of Specified Event of Default. Subject to Section
12.10 of the Loan and Security Agreement, Effective as of the First Amendment
Date the Lender waives any Event of Default which exists by reason of the
Borrower's non-compliance with the requirements of Sections 10.1(a), 10.1(b) and
10.1(c) of the Loan and Security Agreement with respect to the fiscal quarters
ending August 31, 2000, November 30, 2000, and February 28, 2001.
Section 3.2 Limitation. The waiver granted pursuant to Section 3.1 of
this Amendment is expressly limited as provided therein.
First Amendment to Amended and Restated Loan and Security Agreement - Page 4
ARTICLE 4
Miscellaneous
Section 4.1 Acknowledgment of Expiration of Facility for Real Estate Term
Loan C. Borrower acknowledges that the facility for Real Estate Term Loan C has
expired and that Lender has no commitment or obligation with respect thereto.
Section 4.2 Conditions Precedent. The effectiveness of this Amendment is
subject to the satisfaction of each of the following conditions precedent:
(a) The Lender shall have received all of the following, each dated the
date of the First Amendment Effective Date, in form and substance satisfactory
to the Lender:
(i) Amendment. This Amendment, duly executed by each of the Borrower,
the Guarantors, and the Lender;
(ii) Secretary's Certificate. Certificates of incumbency and specimen
signatures with respect to each of the officers of (i) the Borrower
authorized to execute and deliver this Amendment and any and all other Loan
Documents now or hereafter to be executed on behalf of the Borrower in
connection with this Amendment, and (ii) the Guarantors authorized to
execute and deliver this Amendment and any and all other Loan Documents now
or hereafter to be executed on behalf of any Guarantor in connection with
this Amendment, in each case certified by the corporate secretary of the
Borrower or such Guarantors, as the case may be, effective as of the First
Amendment Effective Date;
(iii) Authorizing Resolutions. Copies of all action taken by the
Borrower and the Guarantors to authorize the execution, delivery and
performance of this Amendment, in each case certified by the corporate
secretary of the Borrower or each such Guarantor, as the case may be,
effective as of the First Amendment Effective Date;
(b) On the First Amendment Effective Date and as of the date of signing by
Borrower and Guarantors of this Amendment, after giving effect to this
Amendment, the representations and warranties contained in this Amendment, the
Agreement, as amended hereby, and all other Loan Documents shall be true and
correct as if made on such dates (except those, if any, which by their terms
specifically relate only to a different date);
(c) All corporate proceedings taken in connection with the transactions
contemplated by this Amendment and all other agreements, documents and
instruments executed and/or delivered pursuant hereto, and all legal matters
incident thereto, shall be reasonably satisfactory to the Lender;
(d) On the First Amendment Effective Date and as of the date of signing by
Borrower and Guarantors of this Amendment, after giving effect to this
Amendment, no Default or Event of Default shall have occurred and be continuing;
and
(e) Borrower shall have paid to the Lender an amendment fee in the amount
of $15,000.
First Amendment to Amended and Restated Loan and Security Agreement - Page 5
Section 4.3 Representations and Warranties.
(a) Each of the Borrower and the Guarantors has the right and power,
and has taken all necessary action to authorize it, to execute, deliver and
perform this Agreement and each of the other Loan Documents in accordance
with their respective terms. This Agreement has been duly executed and
delivered by the duly authorized officers of each of the Borrower and the
Guarantors and is a legal, valid and binding obligation of each of the
Borrower and the Guarantors, respectively, enforceable in accordance with
its terms, except as may be limited by bankruptcy, insolvency and similar
laws of general application.
(b) On the First Amendment Effective Date and as of the date of
signing by Borrower and Guarantors of this Amendment, after giving effect
to this Amendment, the representations and warranties contained in this
Amendment, the Agreement, as amended hereby, and all other Loan Documents
are true and correct as if made on such dates (except those, if any, which
by their terms specifically relate only to a different date).
(c) On the First Amendment Effective Date and as of the date of
signing by Borrower and Guarantors of this Amendment, after giving effect
to this Amendment, no Default or Event of Default has occurred and is
continuing.
Section 4.4 Reaffirmation. The Loan Documents remain in full force and
effect, as amended by this Amendment. Each of the of the Borrower and the
Guarantors represents, warrants and agrees that as of First Amendment Effective
Date and as of the date of signing by Borrower and Guarantors of this Amendment
there are no claims or offsets against or defenses or counterclaims to its
obligations under the Loan Documents and hereby waives any and all such claims,
offsets, defenses or counterclaims, whether known or unknown, arising on or
prior to such date.
Section 4.5 Survival of Representations and Warranties. All
representations and warranties made in this Amendment shall survive the
execution and delivery of this Amendment.
Section 4.6 Reference to Agreement. Each of the Loan Documents is hereby
amended so that any reference in such Loan Documents to the Agreement, whether
direct or indirect, shall mean a reference to the Agreement as amended by this
Amendment.
Section 4.7 Severability. Any provision of this Amendment held by a court
of competent jurisdiction to be invalid or unenforceable shall not impair or
invalidate the remainder of this Amendment and the effect thereof shall be
confined to the provision so held to be invalid or unenforceable.
Section 4.8 General. This Amendment, when signed by Borrower, Guarantor
and each of the Lenders, (i) shall be deemed effective prospectively as of the
First Amendment Effective Date, (ii) contains the entire agreement among the
parties and may not be amended or modified except in writing signed by all
parties, (iii)SHALL BE GOVERNED AND CONSTRUED ACCORDING TO THE LAWS OF THE STATE
OF TEXAS, (iv) may be executed in any number of counterparts, each of which
shall be valid as an original and all of which shall be one and the same
agreement and (vi) shall constitute a Loan Document. A telecopy or other
electronic transmission of any executed counterpart shall be deemed valid as an
original.
First Amendment to Amended and Restated Loan and Security Agreement - Page 6
THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES
AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO ORAL AGREEMENTS
BETWEEN THE PARTIES.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers in several counterparts effective as
provided by Section 4.8 of this Amendment.
BORROWER:
ACR GROUP, INC.
By:
------------------------------------
Name:
Title:
LENDER:
BANK OF AMERICA, N.A.
By:
------------------------------------
Name:
Title:
First Amendment to Amended and Restated Loan and Security Agreement - Page 7
CONSENT BY GUARANTORS
CONSENT AND AGREEMENT BY SUBSIDIARIES
Reference is made to the forgoing First Amendment to Amended and Restated
Loan and Security Agreement (the "Agreement"). For value received, and in
consideration of benefits to the undersigned under and resulting from the
Agreement and the other Loan Documents, and without impairing any obligation of
the undersigned under any Guaranty previously executed for the benefit of the
Lender (or any of its predecessors), each of the undersigned Subsidiaries of
Borrower consents to and agrees to be bound by the Agreement. Without limiting
the forgoing, each of the undersigned Subsidiaries hereby (i) ratifies and
confirms all security interests and liens previously granted by it to or for the
benefit of Lender and agrees that such security interests and liens shall
continue in full force and effect as security for the Secured Obligations as
provided by the Agreement and the Loan Documents and (ii) ratifies and confirms
any and all Guaranty agreements previously executed by it for the benefit of
Lender (or any predecessor of Lender) as being and continuing in full force and
effect.
Signed by the undersigned Subsidiaries effective as of the First Amendment
Effective Date.
ACR SUPPLY, INC.
By:
------------------------------------
Name:
Title:
TOTAL SUPPLY, INC.
By:
------------------------------------
Name:
Title:
HEATING AND COOLING SUPPLY, INC.
By:
------------------------------------
Name:
Title:
First Amendment to Amended and Restated Loan and Security Agreement - Page 8
VALLEY SUPPLY, INC.
By:
------------------------------------
Name:
Title:
ENER-TECH INDUSTRIES, INC.
By:
------------------------------------
Name:
Title:
FLORIDA COOLING SUPPLY, INC.
By:
------------------------------------
Name:
Title:
LIFETIME FILTER, INC.
By:
------------------------------------
Name:
Title:
WEST COAST HVAC SUPPLY, INC.
By:
------------------------------------
Name:
Title:
First Amendment to Amended and Restated Loan and Security Agreement - Page 9
CONTRACTORS HEATING & SUPPLY, INC.
By:
------------------------------------
Name:
Title:
CAC DISTRIBUTORS, INC. (f/k/a Time Energy Systems
Southwest, Inc.)
By:
------------------------------------
Name:
Title:
First Amendment to Amended and Restated Loan and Security Agreement - Page 10
SCHEDULE 5.1(A)
FOREIGN QUALIFICATIONS
Company State
- ------- -----
ACR SUPPLY, INC. Louisiana
TOTAL SUPPLY, INC. Georgia
Alabama
Florida
N. Carolina
S. Carolina
VALLEY SUPPLY, INC. Tennessee
Kentucky
FLORIDA COOLING SUPPLY, INC. Florida
WEST COAST HVAC SUPPLY, INC. California
CONTRACTORS HEATING & SUPPLY, INC. Colorado
New Mexico
SCHEDULE 5.1(a)
SCHEDULE 5.1(b)
SUBSIDIARIES OF BORROWER
ACR Supply, Inc.
Total Supply, Inc.
Heating and Cooling Supply, Inc.
Valley Supply, Inc.
Ener-Tech Industries, Inc.
Florida Cooling Supply, Inc.
Lifetime Filter, Inc.
West Coast HVAC Supply, Inc.
Contractors Heating & Supply, Inc.
CAC Distributors, Inc. (f/k/a Time Energy Systems Southwest, Inc.)
SCHEDULE 5.1(b)
SCHEDULE 5.1(h)
REAL ESTATE OWNED AND LEASED
A. List of owned real estate:
1. 806 East Harris
Pasadena, TX 77506
occupied by ACR Supply, Inc.
2. 1005 Katyland Drive
Katy, TX 77493
occupied by Lifetime Filter, Inc.
3. 5401 NW 13th Street
Suite B
Gainesville, FL 32653
occupied by Florida Cooling Supply, Inc.
B. List of leased real estate:
1. All leased properties listed on Schedule 5.1(v)
2. 3200 Wilcrest Dr.
Suite 440
Houston, TX 77042
occupied by ACR Group,Inc.
Lessor: Transwestern Westchase III, L.P.
3. 2101 W. 42nd Street
Winter Haven, FL
Lessor: Wesley S. and Margaret K. Lawson
Lessee: Florida Cooling Supply, Inc.
C. List of leased personal property that is valued in excess of $100,000:
1. AS/400-e computer system and operating software
Property located at 8798 Westpark, Houston, TX 77042
Original cost - $190,160
Lessor: Matrix Funding Corporation
SCHEDULE 5.1(h) - Page 1
2. Sheet metal elbow machine
Property located at 3130 N. El Paso, Colorado Springs, CO 80907
Original cost - $100,900
Lessor: Matrix Funding Corporation
D. Subleased properties:
1. 2101 W. 42nd Street Winter Haven, FL
Lessee: Florida Cooling Supply, Inc.
Sub-lessee: Advanced A/C & Refrigeration, Inc.
2. 9516 Neils Thompson Dr, Suites 112, 114 and 116
Austin, TX
Lessee:ACR Supply, Inc.
Sub-lessee: Swiff-Train Company
SCHEDULE 5.1(h) - Page 2
SCHEDULE 5.1(i)
LIENS EXCEPTIONS
1. Liens securing promissory notes:
Original
Principal Principal
Maker Payee Date Amount Balance
- ---------------------------------------------------------------------------------------------------------------------------
ACR Supply, Inc. The Catalyst Fund, Ltd. 5/26/1993 $ 800,000 $ 87,247
Total Supply, Inc. The Catalyst Fund, Ltd. 5/26/1993 $ 100,000 $ 10,906
Heating and Cooling The Catalyst Fund, Ltd. 5/26/1993 $ 100,000 $ 10,906
Supply, Inc.
West Coast HVAC The Catalyst Fund, Ltd. 4/14/1997 $ 450,000 $112,500
Supply, Inc.
ACR Group, Inc. The Catalyst Fund, Ltd. 1/28/1998 $ 440,000 $210,853
ACR Group, Inc. Southwest/Catalyst 1/28/1998 $1,100,000 $479,167
Capital, Ltd.
2. Lien securing purchases by ACR Supply, Inc. from International Comfort
Supply, Inc., subject to Subordination Agreement between ACR Supply, Inc.,
Inter-City Products Corporation (USA), NationsBank of Texas, N.A., and The
Catalyst Fund, Ltd., dated March 8, 1994.
3. Liens granted to GMC Sales Corp. by Valley Supply, Inc., Total Supply, Inc.
(f/k/a Fabricated Systems, Inc.) and Heating and Cooling Supply, Inc.,
subject to Subordination Agreements between GMC Sales Corp. and NationsBank
of Texas, N.A. dated March 8, 1994.
4. Lien granted to Armstrong Air Conditioning, Inc. by West Coast HVAC Supply,
Inc. d/b/a ACH Supply, granting security interest in inventory purchased
from Armstrong by ACH Supply.
5. Liens securing purchase money loans by West Coast HVAC Supply, Inc., d/b/a
ACH Supply, and CAC Distributors, Inc. from Transamerica Commercial Finance
Corporation to finance purchase of Inventory consisting of Nordyne
products, as evidenced by the certain Security Agreement dated _____, 2000
between West Coast HVAC Supply, Inc. d/b/a ACH Supply,CAC Distributors,
Inc. (f/k/a Time Energy Systems Southwest, Inc.) and Transamerica
Commercial Finance Corporation.
6. Lien granted to GHP, Ltd., a Florida limited partnership, by Florida
Cooling Supply, Inc., granting security interests in real property and
improvements purchased from GHP, Ltd.
SCHEDULE 5.1(i) - Page 1
7. Liens securing purchase money loans by Florida Cooling Supply, Inc. and
Heating and Cooling Supply, Inc. from Deutsche Financial Services Corporation to
finance purchase of Inventory consisting of International Comfort Products
Corporation (USA) products, as evidenced by the certain Agreement for Wholesale
Financing dated March 30, 2001 between Florida Cooling Supply, Inc., Heating and
Cooling Supply, Inc. and Deutsche Financial Services Corporation.
SCHEDULE 5.1(i) - Page 2
SCHEDULE 5.1(j)
INDEBTEDNESS FOR MONEY BORROWED
* AS OF FEBRUARY 28, 2001
DESCRIPTION CURRENT LONG-TERM TOTAL
----------- ------- --------- -----
ACR GROUP, INC.
Bank of America revolving line of credit 0 23,328,902 23,328,902
Bank of America mortgage 28,800 237,419 266,219
Bank of America term loan facility 94,596 63,064 157,660
SW/Catalyst Capital Partners note (subordinated) 250,000 229,167 479,167
SW/Catalyst Capital Partners warrant valuation (GAAP) 0 (20,000) (20,000)
The Catalyst Fund, Ltd. note (subordinated) 110,000 100,833 210,833
Toyota Motor Credit note - automobiles (2) 24,986 50,843 75,829
------- ---------- ----------
508,382 23,990,228 24,498,610
------- ---------- ----------
ACR SUPPLY, INC.
Mike Kothawala note (subordinated) 136,713 0 136,713
The Catalyst Fund, Ltd. note (subordinated) 0 87,247 87,247
Toyota Motor Credit lease - forklifts (6) 23,546 31,349 54,895
Lease Plan USA lease - trucks (2) 1,190 0 1,190
Enterprise Leasing lease - trucks (2) 1,040 0 1,040
------- ---------- ----------
162,489 118,596 281,085
------- ---------- ----------
TOTAL SUPPLY, INC.
Toyota Motor Credit lease - forklifts (5) 16,583 59,692 76,275
Enterprise Leasing lease - trucks (3) 1,928 0 1,928
The Catalyst Fund, Ltd. note (subordinated) 0 10,906 10,906
------- ---------- ----------
18,511 70,598 89,109
------- ---------- ----------
HEATING & COOLING SUPPLY, INC.
Zion Credit Corporation lease - furniture/equip. 13,658 21,608 35,266
The Catalyst Fund, Ltd. note (subordinated) 0 10,906 10,906
Yale Financial Services lease - forklift 4,253 1,106 5,359
------- ---------- ----------
17,911 33,620 51,531
------- ---------- ----------
VALLEY SUPPLY, INC.
Toyota Motor Credit lease - forklifts (3) 5,664 11,031 16,695
------- ---------- ----------
ENER-TECH INDUSTRIES, INC.
Advanta Leasing lease - phone system 3,629 667 4,296
------- ---------- ----------
FLORIDA COOLING SUPPLY, INC.
George KPH Partnership seller mortgage 17,754 797,544 815,298
Toyota Motor Credit lease - forklifts (4) 16,716 55,636 72,352
------- ---------- ----------
34,470 853,180 887,650
------- ---------- ----------
WEST COAST HVAC SUPPLY, INC.
The Catalyst Fund, Ltd. note (subordinated) 0 112,500 112,500
------- ---------- ----------
CONTRACTORS HEATING & SUPPLY, INC.
Frank Cabral note (subordinated) 50,667 76,000 126,667
Matrix Funding lease - machinery 26,219 25,505 51,724
GMAC lease - truck 2,809 1,522 4,331
Yale Financial Services lease - forklift 5,976 16,145 22,121
Toyota Motor Credit lease - forklifts (3) 11,925 36,536 48,461
------- ---------- ----------
97,596 155,708 253,304
------- ---------- ----------
TOTAL INDEBTEDNESS AS OF FEBRUARY 28, 2001 848,652 25,346,128 26,194,780
======= ========== ==========
Loans and notes, not subordinated 166,136 24,477,772 24,643,908
Loans and notes, subordinated 547,380 607,559 1,154,939
Capital leases 135,136 260,797 395,933
------- ---------- ----------
848,652 25,346,128 26,194,780
------- ---------- ----------
SCHEDULE 5.1(j)
SCHEDULE 5.1(p)
ERISA MATTERS
1. BENEFIT PLANS
ACR Group, Inc. Retirement Plan with Hartford Life Insurance Company.
401(k) plan with employer matching contributions and discretionary employer
additional contributions, for employees of all ACR Group, Inc. companies.
Contractors Heating and Supply, Inc. Retirement Plan with Principal Financial
Group
401(k) plan for employer and employee contributions prior to the effective
date of the acquisition by ACR Group, Inc.
AH & L Group Plan #760546
Group health and dental insurance for employees of ACR Group, Inc. and
certain of its subsidiaries. The plan is self-funded up to specified
individual and aggregate limits and administered by AH & L Insurance.
Guarantee Life Insurance Company Group Policy No. GL 01-0004157
Group term life and short-term disability insurance policy covering
employees of ACR Group, Inc. and all subsidiaries except Contractors
Heating & Supply, Inc.
Guarantee Life Insurance Company Group Policy No. GL 01-0004158
Group term long-term disability insurance policy covering employees of ACR
Group, Inc. and all subsidiaries except Contractors Heating & Supply, Inc.
Schedule 5.1(p) - Page 1
UNUM Life Insurance Company of America Policy No. 027371
Group long-term care insurance covering certain groups of employees of at
all ACR Group, Inc. companies.
America United Life Insurance Company Policy No. GL00602129
Group voluntary term life insurance with accelerated life benefit available
to all employees of ACR Group, Inc. companies.
Continental Casualty Co. Policy No. SR-83072577
Group voluntary accidental death and dismemberment insurance available to
all employees of all ACR Group, Inc. companies except Contractors Heating &
Supply, Inc.
United Health Care Policy No. J8875 and 1J8876
Group health care insurance for employees of Contractors Heating & Supply,
Inc. The plan is a fully insured preferred provider organization.
United Dental Care Policy No. 1962 and 92975
Group dental care insurance for employees of Contractors Heating & Supply,
Inc.
The Guardian - Policy No. 00313383
Group long-term disability for employees of Contractors Heating & Supply,
Inc.
John Alden Life Insurance Company Policy No. 9747120001
Group health insurance policy for employees at the El Paso, TX branch of
Contractors Heating & Supply, Inc.
Schedule 5.1(p) - Page 2
Nevada Care Policy No. 131093
Group health care insurance for employees of Heating and Cooling Supply,
Inc.
Ameritas Life Insurance Company Policy No. BL329841-1
Group dental and vision care insurance for employees of Heating and Cooling
Supply, Inc.
Schedule 5.1(p) - Page 3
SCHEDULE 5.1(u)
CHIEF EXECUTIVE OFFICE; LOCATION OF BOOKS AND RECORDS
ACR Group, Inc. Time Energy Systems Southwest, Inc.
3200 Wilcrest Dr., Suite 440 3200 Wilcrest Dr., Suite 440
Houston, TX 77042 Houston, TX 77042
ACR Supply, Inc.
8798 Westpark Dr.
Houston, TX 77063
Total Supply, Inc.
5158 Kennedy Rd., Suite F
Forest Park, GA 30297
Heating and Cooling Supply, Inc. Prior to 1998:
3955 West Sunset Rd. 3600 West Oquendo
Las Vegas, NV 89118 Las Vegas, NV 89118
Valley Supply, Inc. Prior to 1998:
5158 Kennedy Rd., Suite F 1957 Vanderhorn
Forest Park, GA 30297 Memphis, TN 38134
Ener-Tech Industries, Inc. Prior to 2000:
722 Massman Drive 4304 Charlotte Avenue
Nashville, TN 37210 Nashville, TN 37209
Florida Cooling Supply, Inc. Prior to 1999:
2040 Range Road 2041 Range Road
Clearwater, FL 33765 Clearwater, FL 33765
Lifetime Filter, Inc.
1005 Katyland Dr.
Katy, TX 77493
West Coast HVAC Supply, Inc. Prior to 1998:
5403 Ayon Avenue 577 E. Edna Place
Irwindale, CA 91706 Covina, CA 91723
SCHEDULE 5.1(u) - Page 1
Contractors Heating & Supply, Inc.
70 Santa Fe Dr.
Denver, CO 80223
CAC Distributors, Inc.
747 Kenrick, Suite 124
Houston, TX 77060
SCHEDULE 5.1(u) - Page 2
SCHEDULE 5.1(w)
FICTITIOUS, ASSUMED NAMES
Total Supply - used in Tennessee as a trade name for Valley Supply, Inc.
ACH Supply - used in California as a trade name for West Coast HVAC Supply, Inc.
Central Air-Conditioning Distributors - used in Texas as trade name for CAC
Distributors, Inc.
SCHEDULE 5.1(w)
Payee Subsidiaries
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Alco Controls, Division of Emerson Electric Co. Florida Cooling Supply
American Distributors of Texas, Inc. ACR Supply
CertainTeed Corporation ACR Supply, Total Supply, Heating
and Cooling Supply
Deutsche Financial Services Corporation Heating and Cooling Supply,
Florida
Cooling Supply
Enterprise Fleet Services ACR Supply
Evcon Industries, Inc. ACR Supply
GMC Sales Corp. Total Supply, Heating and Cooling
Supply, Valley Supply
Goodman Manufacturing Company, L.P. Total Supply, Heating and Cooling
Supply
International Comfort Products, Inc. ACR Supply, Heating and Cooling
Supply, Florida Cooling Supply
Knauf FiberGlass GmbH Florida Cooling Supply
Mueller Industries, Inc. Valley Supply
Phoenix Manufacturing, Inc. Heating and Cooling Supply
TransAmerica Distribution Finance ACH Supply, CAC Distributors, Inc.
(f/k/a Times Energy Systems Southwest, Inc.)
SCHEDULE 10.3 - Page 1
Guaranties executed by ACR Group, Inc. to suppliers on behalf of subsidiaries:
ACR Group, Inc. in the ordinary course of business has guaranteed lease
obligations of certain of its subsidiaries with respect to facilities occupied
by branch operations.
SCHEDULE 10.3 - Page 2