American Residential Services Inc Sample Contracts

American Residential Services Inc – FIRST AMENDED AND RESTATED EMPLOYMENT AGREEMENT (March 31st, 1999)

1 EXHIBIT 10.14 FIRST AMENDED AND RESTATED EMPLOYMENT AGREEMENT This First Amended and Restated Employment Agreement dated and effective as of December 1, 1998 (this "Agreement") is entered into by and between American Residential Services, Inc., a Delaware corporation (the "Company" or "ARS"), and Elliot F. Ettlinger (the "Employee"). This Agreement amends and restates in its entirety the Employment Agreement dated February 21, 1997 between Employee and American Residential Services of Florida, Inc. (successor by merger to Larry Teague and Sons Plumbing, Inc.), a Florida corporation and wholly-owned subsidiary of the Company. 1. Employment. On the terms and subject to the conditions set forth herein, the Company hereby employs the Employee and the Employee hereby accepts employment with the Company. 2. Duties and Responsibilities. Subject to the other provisions her

American Residential Services Inc – AMENDMENT NO. 2 TO 1996 INCENTIVE PLAN (March 31st, 1999)

1 EXHIBIT 10.25 AMERICAN RESIDENTIAL SERVICES, INC. AMENDMENT NO. 2 TO 1996 INCENTIVE PLAN The following definitions are added to paragraph 3 of the 1996 Incentive Plan: "Parent Corporation" means the direct or indirect owner of 100% of the capital stock of a corporation. "Substitute Awards" means, in the event of a corporate merger, consolidation, acquisition of property or stock, separation, reorganization or liquidation, the grant of a Substitute Option or Substitute SAR. "Substitute Option" means a right to purchase a specified number of shares of capital stock of a Transaction Party at a specified price. "Substitute SAR" means a right to receive payment, in cash or capital stock of a Transaction Party equal to the excess of the fair market value or other specified

American Residential Services Inc – AMENDMENT NO. 2 TO 1997 EMPLOYEE INCENTIVE PLAN (March 31st, 1999)

1 EXHIBIT 10.24 AMERICAN RESIDENTIAL SERVICES, INC. AMENDMENT NO. 2 TO 1997 EMPLOYEE INCENTIVE PLAN The following definitions are added to paragraph 2 of the 1997 Employee Incentive Plan: "Parent Corporation" means the direct or indirect owner of 100% of the capital stock of a corporation. "Substitute Awards" means, in the event of a corporate merger, consolidation, acquisition of property or stock, separation, reorganization or liquidation, the grant of a Substitute Option or Substitute SAR. "Substitute Option" means a right to purchase a specified number of shares of capital stock of a Transaction Party at a specified price. "Substitute SAR" means a right to receive payment, in cash or capital stock of a Transaction Party equal to the excess of the fair market value or

American Residential Services Inc – FIRST AMENDED AND RESTATED EMPLOYMENT AGREEMENT (March 31st, 1999)

1 EXHIBIT 10.12 FIRST AMENDED AND RESTATED EMPLOYMENT AGREEMENT This First Amended and Restated Employment Agreement dated and effective as of December 1, 1998 (this "Agreement") is entered into by and between American Residential Services, Inc., a Delaware corporation (the "Company" or "ARS"), and Edward M. Dunn (the "Employee"). This Agreement amends and restates in its entirety the Employment Agreement dated May 27, 1997 between AMS American Mechanical Services of Maryland, Inc., a subsidiary of the Company, and Employee. 1. Employment. On the terms and subject to the conditions set forth herein, the Company hereby employs the Employee and the Employee hereby accepts employment with the Company. 2. Duties and Responsibilities. Subject to the other provisions hereof and to the power of the board of directors of the Company (the "Board") to manage the business and

American Residential Services Inc – EMPLOYMENT AGREEMENT AMENDMENT (March 31st, 1999)

1 EXHIBIT 10.13 EMPLOYMENT AGREEMENT AMENDMENT This Employment Agreement Amendment ("Amendment") dated and effective as of December 1, 1998 is entered into by and between American Residential Services, Inc., a Delaware corporation (the "Company") and Terri L. Hardt (the "Employee"). WHEREAS, the Company and the Employee are parties to that certain Employment Agreement dated as of April 28, 1997, (the "Employment Agreement"), and; WHEREAS, the Company and Employee desire to amend Section 4 of the Employment Agreement, entitled Term. NOW, THEREFORE, in consideration of the premises and covenants contained herein and for such other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Company and Employee hereby agree as follows: 1. Section 4 of the Employment Agreement, entitled Term, is hereby amended

American Residential Services Inc – REVOLVING AND TERM LOAN AGREEMENT (March 31st, 1999)

1 FIRST AMENDMENT TO AMENDED AND RESTATED SECURED REVOLVING AND TERM LOAN AGREEMENT This First Amendment to Amended and Restated Secured Revolving and Term Loan Agreement (this "FIRST AMENDMENT") is made and entered into as of the 31st day of March, 1999, by and among AMERICAN RESIDENTIAL SERVICES, INC., a Delaware corporation ("BORROWER"); each of the Subsidiaries of Borrower; NATIONSBANK, N.A., as the Agent, a Revolving Lender, the Swing Line Lender, and the Issuing Lender; BANK BOSTON, N.A., as the Documentation Agent and a Revolving Lender, THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, as the Term Lender; and the other lending institutions which are a party to this First Amendment. W I T N E S S E T H: WHEREAS, pursuant to that certain Amended and Restated Secured Revolving and Term Loan Agreement (the "LOAN AGREEMENT") dated July 2, 1998, Lenders (as that term is defined in the Loan Agre

American Residential Services Inc – AGREEMENT AND PLAN OF MERGER (March 24th, 1999)

1 AGREEMENT AND PLAN OF MERGER DATED AS OF MARCH 22, 1999 BY AND AMONG AMERICAN RESIDENTIAL SERVICES, INC. THE SERVICEMASTER COMPANY AND SVM M9 ACQUISITION CORPORATION 2 TABLE OF CONTENTS Page ---- ARTICLE 1 THE OFFER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Section 1

American Residential Services Inc – AMERICAN RESIDENTIAL ANNOUNCES AGREEMENT WITH SERVICEMASTER (March 24th, 1999)

1 ARS AMERICAN RESIDENTIAL SERVICES, INC. -------------------------------------------------------------------------- FOR IMMEDIATE RELEASE CONTACT: JENNIFER TWEETON 99-02 (713) 599-9015 CLAIRE BUCHAN (SVM) (630) 271-2150 BRUCE DUNCAN (SVM) (630) 271-2187 AMERICAN RESIDENTIAL ANNOUNCES AGREEMENT WITH SERVICEMASTER (HOUSTON) March 23, 1999 -- American Residential Services, Inc. (NYSE - "ARS") and The ServiceMaster Company (NYSE - "SVM") today jointly announced that they have executed an agreement providing for the acquisition of ARS by ServiceMaster. Under the agreement, a subsidiary of ServiceMaster will, within five busines

American Residential Services Inc – AMENDMENT NO. 1 TO RIGHTS AGREEMENT (March 24th, 1999)

1 AMENDMENT NO. 1 TO RIGHTS AGREEMENT THIS AMENDMENT NO. 1 TO RIGHTS AGREEMENT (this "Amendment"), dated as of March 22, 1999, is between American Residential Services, Inc., a Delaware corporation (the "Company"), and ChaseMellon Shareholder Services, L.L.C. (the "Rights Agent"). WHEREAS, the Company and the Rights Agent are parties to a Rights Agreement dated as of August 1, 1996 (the "Rights Agreement"); and WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company and the Rights Agent desire to amend the Rights Agreement as set forth below; NOW, THEREFORE, the Rights Agreement is hereby amended as follows: 1. Amendment of Section 1. a. Section 1 of the Rights Agreement is amended by adding thereto a new definition immediately after the definition of "Fractional Share" and immediately before the definition of "NASDAQ" which new definition shall read as follows:

American Residential Services Inc – NOTE 1 BASIS OF PRESENTATION (February 10th, 1999)

EXHIBIT 99.5 AMERICAN RESIDENTIAL SERVICES, INC. Notes to Pro Forma Financial Statements NOTE 1 BASIS OF PRESENTATION The unaudited pro forma combined balance sheet presented herein consists of the unaudited historical consolidated balance sheet of American Residential Services, Inc. ("ARS" and, collectively with its subsidiaries, the "Company") as of September 30, 1998 as set forth in the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1998 (the "Form 10-Q"), combined with (i) the unaudited combined balance sheet of T.A. Beach Corporation ("T.A. Beach") as of September 30, 1998 presented herein and (ii) the unaudited combined balance sheet of four (4) additional businesses acquired by the Company during the period from September 30, 1998 to November 13, 1998. For purposes of the unaudited pro forma combined balance sheet as of Septem

American Residential Services Inc – AGREEMENT AND PLAN OF REORGANIZATION (November 25th, 1998)

EXHIBIT 2.1 ________________________________________________________________________________ AGREEMENT AND PLAN OF REORGANIZATION dated as of November 13, 1998 by and among AMERICAN RESIDENTIAL SERVICES, INC., BEACH ACQUISITION, LLC, T. A. BEACH CORP. and the STOCKHOLDERS named herein ________________________________________________________________________________ AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is made as of November 13, 1998, by and among American Residential Services, Inc., a Delaware corporation ("ARS"); Beach Acquisition, LLC, a Delaware limited liability company, and a wholly own

American Residential Services Inc – EMPLOYEE STOCK PURCHASE PLAN (November 25th, 1998)

1 EXHIBIT 4.10 AMERICAN RESIDENTIAL SERVICES, INC. EMPLOYEE STOCK PURCHASE PLAN Effective July 20, 1998 (the "Effective Date") 1. PURPOSE The American Residential Services, Inc. Employee Stock Purchase Plan (the "Plan") is designed to encourage and assist all employees of American Residential Services, Inc., a Delaware corporation ("ARS") and Subsidiaries (as defined in Section 4) (hereinafter collectively referred to as the "Company"), where permitted by applicable laws and regulations, to acquire an equity interest in ARS through the purchase of shares of common stock, par value $.001 per share, of ARS ("Common Stock"). It is intended that this Plan shall constitute an "employee stock purchase plan" within the meaning of Section 423 of the Internal Revenue Code of 1986, as amended (the "Code"). 2. ADMINISTRATION

American Residential Services Inc – TERM LOAN AGREEMENT (August 14th, 1998)

1 AMENDED AND RESTATED SECURED REVOLVING AND TERM LOAN AGREEMENT DATED JULY 2, 1998 AMONG AMERICAN RESIDENTIAL SERVICES, INC. AS BORROWER AND NATIONSBANK, N.A. AS AGENT, SWING LINE LENDER, AND ISSUING LENDER AND BANKBOSTON, N.A. AS DOCUMENTATION AGENT AND THE PRUDENTIAL INSURANCE COMPANY OF AMERICA AS TERM LENDER AND NATIONSBANK, N.A. AND THE OTHER ENT

American Residential Services Inc – AGREEMENT AND PLAN OF REORGANIZATION (May 27th, 1998)

1 EXHIBIT 2.2 -------------------------------------------------------------------------------- AGREEMENT AND PLAN OF REORGANIZATION DATED AS OF MAY 12, 1998 BY AND AMONG AMERICAN RESIDENTIAL SERVICES, INC., FREESTATE ACQUISITION, INC., FREESTATE ELECTRICAL CONSTRUCTION COMPANY AND THE STOCKHOLDER NAMED HEREIN -------------------------------------------------------------------------------- Forward Merger; Section 368(a)(2)(D); Registered Stock; Single Stockholder 2 AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is made as of May 12, 1998, by and among American Residential Services, Inc., a Delawar

American Residential Services Inc – AGREEMENT AND PLAN OF REORGANIZATION (May 27th, 1998)

1 EXHIBIT 2.1 -------------------------------------------------------------------------------- AGREEMENT AND PLAN OF REORGANIZATION DATED AS OF MAY 12, 1998 BY AND AMONG AMERICAN RESIDENTIAL SERVICES, INC., FREESTATE ELECTRICAL ACQUISITION, INC., FREESTATE ELECTRICAL SERVICE COMPANY, INC. AND THE STOCKHOLDER NAMED HEREIN -------------------------------------------------------------------------------- Forward Merger; Section 368(a)(2)(D); Single Stockholder 2 AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is made as of May 12, 1998, by and among American Residential Services, Inc., a Delaware corporati

American Residential Services Inc – CONVERTIBLE SENIOR SUBORDINATED NOTES, SERIES A (May 15th, 1998)

1 EXHIBIT 4.2 AMERICAN RESIDENTIAL SERVICES, INC. CONVERTIBLE SENIOR SUBORDINATED NOTES, SERIES A No. ________ $___________ ORIGINAL ISSUE DATE: INTEREST RATE: % INITIAL CONVERSION PRICE: CONVERTIBILITY COMMENCEMENT DATE: REDEMPTION PRICES: If redeemed during 12-month period beginning April 15 in the year indicated (April 20, in the case of 2000), the redemption price will be: 2000 -- ____%; 2001 -- ____%, 2002 -- ____%, and 2003 -- ____%. American Residential Services, Inc., a corporation duly organized and existing under the laws of the State of Delaware (herein called the "Company," which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to __________________________, or registe

American Residential Services Inc – AMENDMENT TO 1997 EMPLOYEE INCENTIVE PLAN (March 31st, 1998)

1 EXHIBIT 10.4 AMERICAN RESIDENTIAL SERVICES, INC. AMENDMENT TO 1997 EMPLOYEE INCENTIVE PLAN Paragraph 8(i) of the 1997 Employee Incentive Plan is hereby amended and restated as follows: Stock Option. An Award may be in the form of an Option. The price at which any share of Common Stock may be purchased on the exercise of any Option will be not less than the Fair Market Value of a share of the Common Stock on the date of grant of that Option and the Committee will determine the other terms, conditions and limitations applicable to each Option, including its term and the date or dates on which it becomes exercisable; and Adopted: March 3, 1998

American Residential Services Inc – AMENDMENT TO 1996 INCENTIVE PLAN (March 31st, 1998)

1 EXHIBIT 10.2 AMERICAN RESIDENTIAL SERVICES, INC. AMENDMENT TO 1996 INCENTIVE PLAN Paragraph 8(b) of the 1996 Incentive Plan is hereby amended by including therein as the second sentence thereof the following sentence: The limitation described in clause (i) of the first sentence of this paragraph 8(b) will not be applicable to Options granted to any Employee in lieu of any cash salary the Company or any Subsidiary otherwise would be obligated to pay that Employee for his or her service during any specified period. Adopted: October 31, 1997

American Residential Services Inc – EMPLOYMENT AGREEMENT (March 31st, 1998)

1 EXHIBIT 10.8 Harry O. Nicodemus, IV EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement"), is entered into and effective as of March 4, 1998 (the "Effective Date") by and between AMERICAN RESIDENTIAL SERVICES, INC., a Delaware corporation (the "Company"), and HARRY O. NICODEMUS, IV (the "Employee"). RECITALS In entering into this Agreement, the Company desires to provide the Employee with substantial incentives to serve the Company as a senior executive performing at the highest levels of leadership and stewardship, without distraction or concern over minimum compensation, benefits or tenure, to manage the Company's growth and development and maximize the returns to the Company's stockholders. NOW, THEREFORE, in consid

American Residential Services Inc – CONVERTIBLE SENIOR SUBORDINATED NOTES, SERIES A (March 31st, 1998)

1 EXHIBIT 4.12 AMERICAN RESIDENTIAL SERVICES, INC. CONVERTIBLE SENIOR SUBORDINATED NOTES, SERIES A No. ________ $___________ ORIGINAL ISSUE DATE: INTEREST RATE: % INITIAL CONVERSION PRICE: CONVERTIBILITY COMMENCEMENT DATE: INITIAL TARGET VALUE: REDEMPTION PRICES: If redeemed during 12-month period beginning April 15 in the year indicated (April 20, in the case of 2000), the redemption price will be: 2000 -- ____%; 2001 -- ____%, 2002 -- ____%, and 2003 -- ____%. American Residential Services, Inc., a corporation duly organized and existing under the laws of the State of Delaware (herein called the "Company," which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to

American Residential Services Inc – 1997 EMPLOYEE INCENTIVE PLAN (January 26th, 1998)

EXHIBIT 4.5 1997 EMPLOYEE INCENTIVE PLAN OF AMERICAN RESIDENTIAL SERVICES, INC. 1. Establishment of This Plan. American Residential Services, Inc., a Delaware corporation (the "Company"), hereby establishes this 1997 Employee Incentive Plan of American Residential Services, Inc. (this "Plan") effective as of December 1, 1997. As of such effective date of this Plan, certain options (the "Existing Options") previously awarded under the 1996 Incentive Plan of American Residential Services, Inc. shall be converted into Options under this Plan for certain Participants in this Plan. The Existing Options shall be adjusted so that they shall consist of or relate to the same number of shares of Common Stock that are the subject of the Existing Options immediately prior to such effective date, without any alteration or enla

American Residential Services Inc – EMPLOYMENT AGREEMENT (December 9th, 1997)

1 EXHIBIT 10.17 Thomas N. Amonett EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement"), is entered into and effective as of November 1, 1997 (the "Effective Date") by and between AMERICAN RESIDENTIAL SERVICES, INC., a Delaware corporation (the "Company"), and THOMAS N. AMONETT (the "Employee"). RECITALS In entering into this Agreement, the Company desires to provide the Employee with substantial incentives to serve the Company as a senior executive performing at the highest levels of leadership and stewardship, without distraction or concern over minimum compensation, benefits or tenure, to manage the Company's growth and development and maximize the returns to the Company's stockholders. NOW, THEREFORE, in considerat

American Residential Services Inc – INDENTURE (August 14th, 1997)

1 EXHIBIT 4.11 -------------------------------------------------------------------------------- AMERICAN RESIDENTIAL SERVICES, INC. to U.S. TRUST COMPANY OF TEXAS, N.A., as Trustee _______________ INDENTURE Dated as of July 31, 1997 _______________ Convertible Subordinated Debt Securities -------------------------------------------------------------------------------- 2 TABLE OF CONTENTS PAGE

American Residential Services Inc – SECOND AMENDMENT TO REVOLVING LOAN AGREEMENT (August 14th, 1997)

1 EXHIBIT 4.8 SECOND AMENDMENT TO REVOLVING LOAN AGREEMENT This Second Amendment to Revolving Loan Agreement (this "Second Amendment") is made and entered into as of the 30th day of June, 1997, by and among AMERICAN RESIDENTIAL SERVICES, INC., a Delaware corporation ("Borrower"), NATIONSBANK OF TEXAS, N.A., as Agent and Issuing Lender under the hereinafter defined Loan Agreement, and those Lenders under that Loan Agreement which have executed and delivered this Second Amendment. W I T N E S S E T H WHEREAS, pursuant to that certain Revolving Loan Agreement (as heretofore amended, the "Loan Agreement") dated March 3, 1997, among Borrower, NationsBank of Texas, N.A., as Agent and Issuing Lender, and the other entities designated therein as Lenders, Lenders and Issuing Lender agreed to make loans and other extensions of credit to Bo

American Residential Services Inc – INDENTURE (July 22nd, 1997)

EXHIBIT 4.10 ------------------------------------------------------------------------------ AMERICAN RESIDENTIAL SERVICES, INC. to U.S. TRUST COMPANY OF TEXAS, N.A., as Trustee ------------------ INDENTURE Dated as of July 31, 1997 ------------------ Convertible Subordinated Securities ------------------------------------------------------------------------------ TABLE OF CONTENTS PAGE ---- ARTICLE I Definitions and Other Provisions ............................

American Residential Services Inc – EMPLOYMENT AGREEMENT (June 24th, 1997)

EXHIBIT 10.12 Ronald R. McCann EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement"), is entered into as of November 1, 1996 (the "Effective Date") by and between AMERICAN RESIDENTIAL SERVICES, INC., a Delaware corporation (the "Company"), and RONALD R. MCCANN (the "Employee"). RECITALS In entering into this Agreement, the Company desires to provide the Employee with substantial incentives to serve the Company as a senior executive performing at the highest levels of leadership and stewardship, without distraction or concern over minimum compensation, benefits or tenure, to develop and implement the Company's initial development plan and thereafter managing the Company's future growth and development and maximizing the returns to the Company's stockhold

American Residential Services Inc – EMPLOYMENT AGREEMENT (June 24th, 1997)

EXHIBIT 10.13 EMPLOYMENT AGREEMENT This Employment Agreement dated as of November 18, 1996 (this "AGREEMENT") is entered into by and between American Residential Services, Inc., a Delaware corporation (the "CORPORATION"), and Joseph Lechtanski (the "EMPLOYEE"). 1. EMPLOYMENT. The Corporation hereby employs the Employee and the Employee hereby accepts employment with the Corporation upon the terms and subject to the conditions set forth herein. 2. DUTIES AND RESPONSIBILITIES. Subject to the power of the board of directors of the Corporation to manage the business and affairs of the Corporation and to elect and remove officers of the Corporation and its subsidiaries, the Employee shall serve the Corporation as President of the Corporation's subsidiary, American Mechanical Services, Inc., and shall perform the services and functions relating to such office or otherwise r

American Residential Services Inc – INDENTURE ACT OF 1939 OF A CORPORATION DESIGNED TO ACT AS TRUSTEE (May 23rd, 1997)

EXHIBIT 26.1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- FORM T-1 STATEMENT OF ELIGIBILITY AND QUALIFICATION UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)_____ ---------------------- U.S. TRUST COMPANY OF TEXAS, N.A. (Exact name of trustee as specified in its charter) 75-2353745 (State of incorporation (I.R.S. employer if not a national ban

American Residential Services Inc – INDENTURE (April 8th, 1997)

EXHIBIT 4.8 -------------------------------------------------------------------------------- AMERICAN RESIDENTIAL SERVICES, INC. and U.S. TRUST COMPANY OF TEXAS, N.A. as Indenture Trustee ---------------------- INDENTURE Dated as of April 1, 1997 ---------------------- $55,000,000* 7 1/4% Convertible Subordinated Notes due 2004 -------------------------------------------------------------------------------- * Plus up to an additional $8,250,000 aggregate principal amount of 7 1/4% Convertible Subordinated Notes issuable upon exercise of the over-allotment option granted to the Initial Purchasers of the Notes.

American Residential Services Inc – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (April 8th, 1997)

AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement dated as of April 1, 1997 (this "AGREEMENT") is entered into by and between American Residential Services, Inc., a Delaware corporation (the "CORPORATION"), and Harry O. Nicodemus IV (the "EMPLOYEE") and amends and restates in its entirety the Employment Agreement dated as of January 20, 1997 between the Corporation and the Employee. 1. EMPLOYMENT. The Corporation hereby employs the Employee and the Employee hereby accepts employment with the Corporation upon the terms and subject to the conditions set forth herein. 2. DUTIES AND RESPONSIBILITIES. Subject to the power of the board of directors of the Corporation to manage the business and affairs of the Corporation and to elect and remove officers and employees of the Corporation and its subsidiaries, the Employee shall serve the Corporation as Vice President, Chief Financial Officer and Chie

American Residential Services Inc – REGISTRATION RIGHTS AGREEMENT (April 8th, 1997)

EXHIBIT 4.9 REGISTRATION RIGHTS AGREEMENT Dated as of April 1, 1997 relating to $55,000,000 Aggregate Principal Amount of 7 1/4 % Convertible Subordinated Notes due 2004 by and between American Residential Services, Inc. and Smith Barney Inc. Goldman, Sachs & Co. Montgomery Securities This Registration Rights Agreement (this "Agreement") is made and entered into as of April 1, 1997, by and between American Residential Services, Inc., a Delaware corporation (the "Company"), and Smith Barney Inc., Goldman, Sachs & Co. and Montgomery Securities (the "Ini

American Residential Services Inc – REVOLVING LOAN AGREEMENT (March 31st, 1997)

REVOLVING LOAN AGREEMENT DATED MARCH 3, 1997 AMONG AMERICAN RESIDENTIAL SERVICES, INC. AS BORROWER AND NATIONSBANK OF TEXAS, N.A. AS AGENT AND ISSUING LENDER AND NATIONSBANK OF TEXAS, N.A. AND THE OTHER ENTITIES DESIGNATED HEREIN AS LENDERS TABLE OF CONTENTS ARTICLE I TERMS DEFINED......................................-1- Section 1.1 Definitions........................................-1- Section 1.2 Singular and Plural of Definitions................-26- Section 1.3 Money............

American Residential Services Inc – FIRST AMENDMENT TO REVOLVING LOAN AGREEMENT (March 31st, 1997)

FIRST AMENDMENT TO REVOLVING LOAN AGREEMENT This First Amendment to Revolving Loan Agreement (this "First Amendment") is made and entered into as of the 24th day of March, 1997, by and among AMERICAN RESIDENTIAL SERVICES, INC., a Delaware corporation ("Borrower"), NATIONSBANK OF TEXAS, N.A., as Agent and Issuing Lender under the hereinafter defined Loan Agreement, and those Lenders under that Loan Agreement which have executed and delivered this First Amendment. W I T N E S S E T H WHEREAS, pursuant to that certain Revolving Loan Agreement (the "Loan Agreement") dated March 3, 1997, among Borrower, NationsBank of Texas, N.A., as Agent and Issuing Lender, and the other entities designated therein as Lenders, Lenders and Issuing Lender agreed to make loans and other extensions of credit to Borrower upon the terms and conditions therein contained; and WHEREAS, the parties hereto desire to m

American Residential Services Inc – EMPLOYMENT AGREEMENT (March 31st, 1997)

EMPLOYMENT AGREEMENT This Employment Agreement dated as of January 20, 1997 (this "AGREEMENT") is entered into by and between American Residential Services, Inc., a Delaware corporation (the "CORPORATION"), and Harry O. Nicodemus IV (the "EMPLOYEE"). 1. EMPLOYMENT. The Corporation hereby employs the Employee and the Employee hereby accepts employment with the Corporation upon the terms and subject to the conditions set forth herein. 2. DUTIES AND RESPONSIBILITIES. Subject to the power of the board of directors of the Corporation to manage the business and affairs of the Corporation and to elect and remove officers of the Corporation and its subsidiaries, the Employee shall serve the Corporation as Vice President, Chief Financial Officer and Chief Accounting Officer and shall perform the services and functions relating to such office or otherwise reasonably incident to such offices. The Employee shall report directly to

American Residential Services Inc – ARS ANNOUNCES PROPOSED CONVERTIBLE SUBORDINATED NOTES (March 10th, 1997)

[ARS Letterhead] FOR IMMEDIATE RELEASE CONTACT:Jennifer L. Tweeton 97-04 (713)599-9015 ARS ANNOUNCES PROPOSED CONVERTIBLE SUBORDINATED NOTES (HOUSTON) March 4, 1997 -- American Residential Services, Inc. (NYSE - "ARS"), today announced that it intends to raise up to $75 million through a private placement of convertible subordinated notes. The notes will be unsecured obligations and convertible into ARS common stock at terms to be determined. The placement of the notes is expected to close early in the Company's second quarter. The notes will be offered and sold only to qualified institutional buyers in reliance on Rule 144A and outside the United States to certain persons in off-shore transactions in reliance on Regulation S under the Securities Act of 1933. The offering and sale of the notes will not be registered under the Securities Act of 1933 or any sta