Encompass Services Corp Sample Contracts

Encompass Services Corp – AMENDMENT NUMBER ONE TO ASSET PURCHASE AGREEMENT (June 10th, 2003)

EXHIBIT 2.2 AMENDMENT NUMBER ONE TO ASSET PURCHASE AGREEMENT This Amendment Number One to Asset Purchase Agreement (this "Amendment") is entered into as of May 19, 2003, by and among Encompass Services Corporation (the "Company"), a Texas corporation, the Subsidiaries of the Company owning Purchased Assets, which are named on the signature pages hereto (the "Selling Subsidiaries"), and Residential Acquisition Corp. (the "Buyer"), a Delaware corporation. R E C I T A L S WHEREAS, the Company, Selling Subsidiaries and Buyer are parties to that certain Asset Purchase Agreement, dated as of May 7, 2003 (the "Agreement"); and WHEREAS, the Company, Selling Subsidiaries and Buyer desire to amend the Agreement as provided for and on the conditions herein; NOW, THEREFORE, the Company, Selling Subsidiaries and Buyer hereby amend certain provisions of th

Encompass Services Corp – ENCOMPASS ENTERS INTO ASSET PURCHASE AGREEMENT (May 13th, 2003)

EXHIBIT 99.1 [Encompass Services Corporation Letterhead] Encompass Services Corporation 3 Greenway Plaza, Suite 2000 Houston, Texas 77046 Phone: 713-860-0100 Fax: 713-960-8036 encompass.com News Release ENCOMPASS ENTERS INTO ASSET PURCHASE AGREEMENT New Company Will Focus Exclusively on Residential Services HOUSTON, May 12, 2003 - Encompass Services Corporation (the "Company") announced that it has entered into an Asset Purchase Agreement, pursuant to which substantially all of the assets of the Company's Residential Services group will be sold to Residential Acquisition Corp., a company formed by Wellspring Capital Management, LLC

Encompass Services Corp – ASSET PURCHASE AGREEMENT (May 13th, 2003)

EXHIBIT 2.1 EXECUTION VERSION ASSET PURCHASE AGREEMENT dated as of May 7, 2003 among ENCOMPASS SERVICES CORPORATION THE SELLING SUBSIDIARIES NAMED HEREIN and RESIDENTIAL ACQUISITION CORP. TABLE OF CONTENTS PAGE ARTICLE I DEFINED TERMS..............................................................1 1.1 Usage......................................................................1 1.

Encompass Services Corp – News Release (March 7th, 2003)

Exhibit 99.1 [LOGO] ENCOMPASS(SM) ALL SYSTEMS GO(SM) Encompass Services Corporation 3 Greenway Plaza, Suite 2000 Houston, Texas 77046 Phone: 713-860-0100 Fax: 713-960-8036 encompass.com News Release ENCOMPASS FILES PLAN OF REORGANIZATION New Company Will Focus Exclusively on Residential Services HOUSTON, March 6, 2003 - Encompass Services Corporation announced today that it has taken a significant step toward completion of its restructuring by filing its Joint Plan of Reorganization and Disclosure Statement wit

Encompass Services Corp – News Release (January 2nd, 2003)

Exhibit 99.1 [ENCOMPASS LOGO APPEARS HERE] Encompass Services Corporation 3 Greenway Plaza, Suite 2000 Houston, Texas 77046 Phone: 713-860-0100 Fax: 713-960-8036 encompass.com News Release ENCOMPASS ANNOUNCES JOE IVEY'S RESIGNATION HOUSTON, December 23, 2002--Encompass Services Corporation (Pink Sheets: ESVN) today announced that Joe Ivey, President and Chief Executive Officer, has resigned from the Company to pursue other interests. Hank Holland, Chief Operating Officer, will assume additional operational responsibilities as interim Pr

Encompass Services Corp – News Release (November 19th, 2002)

EXHIBIT 99.1 [ENCOMPASS LOGO] Encompass Services Corporation 3 Greenway Plaza, Suite 2000 Houston, Texas 77046 Phone: 713-860-0100 Fax: 713-960-8036 encompass.com News Release ENCOMPASS FILES FOR CHAPTER 11 REORGANIZATION Company Expects Operations To Continue As Normal Negotiating DIP Financing Commitment and Additional Surety Bonding Support HOUSTON, November 19, 2002 - Encompass Services Corporation (Pink Sheets: ESVN) announced today that the Company has filed a voluntary petition for reorganization under Chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court for the Southern Di

Encompass Services Corp – News Release (October 15th, 2002)

EXHIBIT 99.1 [Logo Appears Here] Encompass Services Corporation 3 Greenway Plaza, Suite 2000 Houston, Texas 77046 Phone: 713-860-0100 Fax: 713-960-8036 encompass.com News Release ENCOMPASS ANNOUNCES PLAN FOR COMPREHENSIVE FINANCIAL RESTRUCTURING TO STRENGTHEN THE COMPANY'S FINANCIAL POSITION CANCELS SPECIAL SHAREHOLDERS' MEETING AND TERMINATES RIGHTS OFFERING HOUSTON, October 14, 2002 - Encompass Services Corporation (Pink Sheets: ESVN) announced today that it is proposing a financial restructuring plan desi

Encompass Services Corp – News Release (October 4th, 2002)

Exhibit 99.1 [ENCOMPASS LOGO] Encompass Services Corporation 3 Greenway Plaza, Suite 2000 Houston, Texas 77046 Phone: 713-860-0100 Fax: 713-960-8036 encompass.com News Release NYSE SUSPENDS TRADING IN ENCOMPASS COMMON STOCK COMMON STOCK TRADING OVER-THE-COUNTER UNDER SYMBOL "ESVN" HOUSTON, October 3, 2002 - On October 1, 2002, the New York Stock Exchange, Inc., NYSE, suspended trading of the common stock of Encompass Services Corporation and notified the Company that it would submit an application to the Securities and Exchange Commission to delist the Company's common stock. In its decision to immediately suspend trading, the NYSE stated that it took this action due to the

Encompass Services Corp – ENCOMPASS RECEIVES WAIVER FROM SENIOR LENDERS (October 1st, 2002)

EXHIBIT 99.1 [ENCOMPASS LOGO] Encompass Services Corporation 3 Greenway Plaza, Suite 2000 Houston, Texas 77046 Phone: 713-860-0100 Fax: 713-960-8036 encompass.com News Release ENCOMPASS RECEIVES WAIVER FROM SENIOR LENDERS HOUSTON, October 1, 2002 - Encompass Services Corporation (NYSE: ESR) announced today that it has received a waiver from its senior lenders relieving it from compliance with the financial covenants contained in its senior credit facility through October 15, 2002. Encompass stated that because it considers the successful completion of its previously announced Rights Offering highly unlikely, an

Encompass Services Corp – News Release (September 17th, 2002)

EXHIBIT 99.1 [Logo appears here] Encompass Services Corporation 3 Greenway Plaza, Suite 2000 Houston, Texas 77046 Phone: 713-860-0100 Fax: 713-960-8036 encompass.com News Release ENCOMPASS ANNOUNCES DATE FOR ITS SPECIAL MEETING AND COMMENCEMENT OF RIGHTS OFFERING HOUSTON, September 17, 2002--Encompass Services Corporation (NYSE:ESR) announced today that its Board of Directors has set October 15, 2002 as the date for its previously announced special meeting of shareholders. Shareholders of record at the close of business on September 13, 2002 will be entitled to attend and vote, in person or by proxy,

Encompass Services Corp – News Release (September 4th, 2002)

[ENCOMPASS LOGO] Encompass Services Corporation 3 Greenway Plaza, Suite 2000 Houston, Texas 77046 Phone: 713-860-0100 Fax: 713-960-8036 encompass.com News Release ENCOMPASS ANNOUNCES REVISED RECORD DATE FOR ITS SPECIAL MEETING AND RIGHTS OFFERING HOUSTON, September 3, 2002 - Encompass Services Corporation (NYSE:ESR) announced today that its Board of Directors set September 13, 2002 as the revised record date for the special meeting of shareholders to consider and vote on proposals to approve the previously announced issuance of $35 million of voting securities to affiliates of Apollo Management IV, L.P., and to amend the Company's charter authorizing an increase in the number of share

Encompass Services Corp – News Release (August 15th, 2002)

Exhibit 99.1 [ENCOMPASS LOGO] Encompass Services Corporation 3 Greenway Plaza, Suite 2000 Houston, Texas 77046 Phone: 713-860-0100 Fax: 713-960-8036 encompass.com News Release ENCOMPASS ANNOUNCES RECORD DATE FOR ITS SPECIAL MEETING AND RIGHTS OFFERING HOUSTON, August 14, 2002 - Encompass Services Corporation (NYSE:ESR) announced today that its Board of Directors set August 26, 2002 as the record date for the special meeting of shareholders to consider and vote on proposals to approve the previously announced issuance of $35 million of voting securities to affiliates of Apollo Management IV, L.P., and to amend the Company's charter authorizing an

Encompass Services Corp – FIFTH AMENDMENT TO CREDIT AGREEMENT (August 14th, 2002)

EXHIBIT 10.1 FIFTH AMENDMENT TO CREDIT AGREEMENT THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated effective as of June 26, 2002, is among ENCOMPASS SERVICES CORPORATION, a Texas corporation (formerly Group Maintenance America Corp., the "Company"), the Subsidiaries of the Company listed on the signature pages hereto as Guarantors (together with each other Person who subsequently becomes a Guarantor, collectively, the "Guarantors"), the banks and other financial institutions listed on the signature pages hereto under the caption "Banks" (together with each other Person who becomes a Bank, collectively, the "Banks"), JPMORGAN CHASE BANK (formerly the Chase Manhattan Bank), individually as a Bank and as Syndication Agent (the "Syndication Agent"), WACHOVIA BANK NATIONAL ASSOCIATION (formerly First Union National Bank), individually as a Bank and as Documentation Agent

Encompass Services Corp – SECURITIES PURCHASE AGREEMENT (August 14th, 2002)

EXHIBIT 10.2 Execution Copy SECURITIES PURCHASE AGREEMENT dated as of June 27, 2002 between ENCOMPASS SERVICES CORPORATION and THE INVESTORS IDENTIFIED HEREIN TABLE OF CONTENTS Page ---- ARTICLE I DEFINITIONS .................................................. 1 ARTICLE II THE TRANSACTION ............................................. 7 2.1 Exercise; Sale and Purchase ..............................

Encompass Services Corp – News Release (July 16th, 2002)

[ENCOMPASS LOGO] Encompass Services Corporation 3 Greenway Plaza, Suite 2000 Houston, Texas 77046 Phone: 713-860-0100 Fax: 713-960-8036 encompass.com News Release Encompass Prices Equity Offering HOUSTON, July 16, 2002 - Encompass Services Corporation (NYSE:ESR) announced the subscription price on its proposed $72.5 million equity offering announced on June 28, 2002 to be $0.55 per share. This price was determined in accordance with the pricing formula set forth in the securities purchase agreement between the Company and Apollo Investment Fund IV, L.P. The rights offering is expected to commence promptly after registration of the sh

Encompass Services Corp – SECURITIES PURCHASE AGREEMENT (June 28th, 2002)

EXHIBIT 99.2 Execution Copy SECURITIES PURCHASE AGREEMENT dated as of June 27, 2002 between ENCOMPASS SERVICES CORPORATION and THE INVESTORS IDENTIFIED HEREIN TABLE OF CONTENTS Page ---- ARTICLE I DEFINITIONS .................................................. 1 ARTICLE II THE TRANSACTION ............................................. 7 2.1 Exercise; Sale and Purchase ..............................

Encompass Services Corp – FIFTH AMENDMENT TO CREDIT AGREEMENT (June 28th, 2002)

EXHIBIT 99.3 FIFTH AMENDMENT TO CREDIT AGREEMENT THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated effective as of June 26, 2002, is among ENCOMPASS SERVICES CORPORATION, a Texas corporation (formerly Group Maintenance America Corp., the "Company"), the Subsidiaries of the Company listed on the signature pages hereto as Guarantors (together with each other Person who subsequently becomes a Guarantor, collectively, the "Guarantors"), the banks and other financial institutions listed on the signature pages hereto under the caption "Banks" (together with each other Person who becomes a Bank, collectively, the "Banks"), JPMORGAN CHASE BANK (formerly the Chase Manhattan Bank), individually as a Bank and as Syndication Agent (the "Syndication Agent"), WACHOVIA BANK NATIONAL ASSOCIATION (formerly First Union National Bank), individually as a Bank and as Documentation Agent

Encompass Services Corp – o Amends Credit Agreement with Senior Lenders through 2005 (June 28th, 2002)

Exhibit 99.1 [ENCOMPASS LOGO] Encompass Services Corporation 3 Greenway Plaza, Suite 2000 Houston, Texas 77046 Phone: 713-860-0100 Fax: 713-960-8036 encompass.com News Release Encompass to Offer Equity up to $72.5 Million o Apollo Commits to $35 Million of Equity to be offered o Amends Credit Agreement with Senior Lenders through 2005 HOUSTON, June 28, 2002 - Encompass Services Corporation ("Encompass" or the "Company") (NYSE: ESR) announced that its Board of Directors has approved a plan to issue up to $72.5 million in equity, and that Apollo Investment Fund IV, L.P. ("Apollo") has agreed to purch

Encompass Services Corp – EMPLOYMENT AGREEMENT (March 14th, 2002)

EXHIBIT 10.13 EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement") is effective as of April 1, 2001, between ENCOMPASS MANAGEMENT CO., a Delaware corporation (the "Company") and RAY NAIZER, a resident of __________ County, Texas ("Employee"). Encompass Services Corporation, a Texas corporation ("Encompass") has joined herein solely for the purpose of guaranteeing the performance by the Company of its obligations hereunder, as provided in Section 28 of this Agreement. In consideration of the premises and the mutual covenants contained herein, the parties agree as follows: 1. Employment. The Company hereby agrees to employ Employee and Employee hereby agrees to work for the Company as its President - Electrical Technologies Group. So long as Employee is employed by the Company, Employee shall devote Employee's skill, energy and substantially all of his busine

Encompass Services Corp – SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (March 14th, 2002)

EXHIBIT 10.11 SECOND AMENDMENT TO EMPLOYMENT AGREEMENT This Second Amendment to Employment Agreement (this "Amendment") is entered into by and between ENCOMPASS MANAGEMENT CO., a Delaware corporation (the "Company") and HENRY P. HOLLAND, a resident of Harris County, Texas ("Employee"). Encompass Services Corporation, a Texas corporation ("Encompass") has joined herein solely for the purpose of acknowledging its consent to this Amendment. The Company, Encompass and Employee have previously entered into an Employment Agreement dated effective as of November 1, 2000, as amended by a First Amendment to Employment Agreement dated effective as of October 16, 2000 (as amended, the "Employment Agreement"). For good and valuable consideration, the receipt and sufficiency of which is acknowledged, the Employment Agreement is amended as follows: 1. Termination Without Cause; Termination

Encompass Services Corp – FOURTH AMENDMENT TO CREDIT AGREEMENT (November 14th, 2001)

EXHIBIT 10 FOURTH AMENDMENT TO CREDIT AGREEMENT ------------------------------------ THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated --------- effective as of November 9, 2001, is among ENCOMPASS SERVICES CORPORATION, a Texas corporation (formerly Group Maintenance America Corp., the "Company"), the ------- Subsidiaries of the Company listed on the signature pages hereto as Guarantors (together with each other Person who subsequently becomes a Guarantor, collectively, the "Guarantors"), the banks and other financial institutions ---------- listed on the signature pages hereto under the caption "Banks" (together with each other person who becomes a Bank, collectively, the "Banks"), THE CHASE

Encompass Services Corp – THIRD AMENDMENT TO CREDIT AGREEMENT (August 7th, 2001)

EXHIBIT 10.1 THIRD AMENDMENT TO CREDIT AGREEMENT THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated effective as of June 8, 2001, is among ENCOMPASS SERVICES CORPORATION, a Texas corporation (formerly Group Maintenance America Corp., the "Company"), the Subsidiaries of the Company listed on the signature pages hereto as Guarantors (together with each other Person who subsequently becomes a Guarantor, collectively, the "Guarantors"), the banks and other financial institutions listed on the signature pages hereto under the caption "Banks" (together with each other person who becomes a Bank, collectively, the "Banks") THE CHASE MANHATTAN BANK (formerly Chase Bank of Texas, National Association), individually as a Bank and as Syndication Agent, FIRST UNION NATIONAL BANK, individually as a Bank and as Documentation Agent, and BANK OF AMERICA, N.A., individually as a Bank ("Bank

Encompass Services Corp – TERMINATION OF EMPLOYMENT AGREEMENT (May 15th, 2001)

EXHIBIT 10 TERMINATION OF EMPLOYMENT AGREEMENT AND GENERAL RELEASE This Termination of Employment Agreement and General Release ("Agreement") --------- is made and entered into by and among WILLIAM P. LOVE, JR. (the "Executive"), --------- ENCOMPASS MANAGEMENT CO., a Delaware corporation (the "Company"), and ENCOMPASS ------- SERVICES CORPORATION, a Texas corporation ("Encompass"). --------- RECITALS: WHEREAS, the Company and/or its predecessors employed the Executive pursuant to the terms of various employment agreements; and WHEREAS, the Company most recently employed the Execu

Encompass Services Corp – EMPLOYMENT AGREEMENT (March 26th, 2001)

EXHIBIT 10.15 EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement") is effective as of April 10, 2000, between Encompass Management Co., a Delaware corporation (the "Company"), and Donald L. Luke, a resident of Harris County, Texas ("Employee"). In consideration of the premises and the mutual covenants contained herein, the parties hereby agree as follows: 1. Employment. The Company hereby agrees to employ Employee and Employee hereby agrees to work for the Company as its Executive Vice President and Chief Operating Officer. Employee's principal office shall be in Houston, Texas. So long as Employee is employed by the Company, Employee shall devote Employee's skill, energy and best efforts to the faithful discharge of Employee's duties as an employee of the Company. In providing services hereunder, Employee shall comply with and follow all directives, polic

Encompass Services Corp – FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (March 26th, 2001)

EXHIBIT 10.10 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT This First Amendment to Employment Agreement (this "Amendment") is entered into by and between ENCOMPASS MANAGEMENT CO., a Delaware corporation (the "Company") and HENRY P. HOLLAND, a resident of Harris County, Texas ("Employee"). Encompass Services Corporation, a Texas corporation ("Encompass") has joined herein solely for the purpose of acknowledging its consent to this Amendment. The Company and Employee have entered into an Employment Agreement dated effective as of November 1, 2000, pursuant to which Employee was hired by the Company as its Executive Vice President and Chief Operating Officer effective as of November 1, 2000 (the "Employment Agreement"). The Company and Employee have determined that it is in the best interest of the Company and Employee for Employee to commence employment with the Company as soon as possible.

Encompass Services Corp – CONTRACT TERMINATION AGREEMENT (March 26th, 2001)

EXHIBIT 10.16 CONTRACT TERMINATION AGREEMENT This Contract Termination Agreement ("Agreement") is made and entered into by and between DONALD L. LUKE. (the "Executive"), ENCOMPASS MANAGEMENT CO. (the "Company"), and ENCOMPASS SERVICES CORPORATION ("Encompass"). RECITALS: The Company has employed the Executive pursuant to the terms of that certain Employment Agreement dated as of August 1, 2000, between the Executive and the Company (the "Employment Agreement"). In accordance with the terms of the Employment Agreement, the Executive and the Company agreed to a term of employment extending through May 30, 2001, with a right on behalf of the Company to terminate the term sooner, in its sole discretion, provided that, should the Company elect to do so, at the conclusion of the Executive's term of employment with the Company, the Company and

Encompass Services Corp – EMPLOYMENT AGREEMENT (March 26th, 2001)

EXHIBIT 10.7 EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement") is effective as of March 28, 2000, among Encompass Management Co., a Delaware corporation (the "Company"), Encompass Services Corporation, a Texas corporation ("Encompass"), and Joseph M. Ivey, a resident of Attala County, Mississippi ("Employee"). In consideration of the premises and the mutual covenants contained herein, the parties hereby agree as follows: 1. Employment. The Company hereby agrees to employ Employee and Employee hereby agrees to work for the Company as its President and Chief Executive Officer. Employee's principal office shall be in Houston, Texas. Employee will initially have direct supervisory responsibility and authority for the matters set forth on Exhibit A. So long as Employee is employed by the Company, Employee shall devote Employee's skill, energy and substantially all of

Encompass Services Corp – FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (March 26th, 2001)

EXHIBIT 10.8 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment") is entered into among ENCOMPASS MANAGEMENT CO., a Delaware corporation (the "Company"), ENCOMPASS SERVICES CORPORATION, a Texas corporation ("Encompass"), and JOSEPH M. IVEY ("Employee"). The Company, Encompass and Employee have previously entered into an Employment Agreement dated effective as of March 28, 2000 (the "Employment Agreement"). The Employee has requested, and the Compensation Committee of Encompass has approved, amendments to the severance provisions of the Employment Agreement. For good and valuable consideration, the receipt and sufficiency of which is acknowledged, the Employment Agreement is amended as follows: 1. Termination. Clause (B) of Subparagraph (c)(i) of Section 9 is amended ----------- in its entirety to read as follo

Encompass Services Corp – EMPLOYMENT AGREEMENT (March 26th, 2001)

EXHIBIT 10.14 EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement") is effective as of March 21, 2000, among Encompass Management Co., a Delaware corporation (the "Company"), Encompass Services Corporation, a Texas corporation ("Encompass"), and Robert C. Tyler, a resident of Harris County, Texas ("Employee"). In consideration of the premises and the mutual covenants contained herein, the parties hereby agree as follows: 1. Employment. The Company hereby agrees to employ Employee and Employee hereby agrees to work for the Company as its President - Mechanical Group. Employee's principal office shall be in Houston, Texas. So long as Employee is employed by the Company, Employee shall devote Employee's skill, energy and substantially all of his business-related efforts to the faithful discharge of Employee's duties as an employee of the Company. In providing service

Encompass Services Corp – EMPLOYMENT AGREEMENT (March 26th, 2001)

EXHIBIT 10.12 EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement") is effective as of March 21, 2000, among Encompass Management Co. a Delaware corporation (the "Company"), Encompass Services Corporation, a Texas corporation ("Encompass"), and Darren B. Miller, a resident of Fort Bend County, Texas ("Employee"). In consideration of the premises and the mutual covenants contained herein, the parties hereby agree as follows: 1. Employment. The Company hereby agrees to employ Employee and Employee hereby agrees to work for the Company as its Senior Vice President - Chief Financial Officer. Employee's principal office shall be in Houston, Texas. So long as Employee is employed by the Company, Employee shall devote Employee's skill, energy and substantially all of his business-related efforts to the faithful discharge of Employee's duties as an employee of the Compa

Encompass Services Corp – EMPLOYMENT AGREEMENT (March 26th, 2001)

EXHIBIT 10.9 EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement") is effective as of November 1, 2000 between ENCOMPASS MANAGEMENT CO., a Delaware corporation (the "Company") and HENRY P. HOLLAND, a resident of Harris County, Texas ("Employee"). Encompass Services Corporation, a Texas corporation ("Encompass") has joined herein solely for the purpose of guaranteeing the performance by the Company of its obligations hereunder, as provided in Section 28 of this Agreement. In consideration of the premises and the mutual covenants contained herein, the parties agree as follows: 1. Employment. The Company hereby agrees to employ Employee and Employee hereby agrees to work for the Company as its Executive Vice President and Chief Operating Officer. Employee's principal office shall be in Houston, Texas. So long as Employee is employed by the Company, Employee

Encompass Services Corp – EMPLOYMENT AGREEMENT (March 26th, 2001)

EXHIBIT 10.13 EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement") is effective as of March 21, 2000, between ENCOMPASS MANAGEMENT CO., a Delaware corporation (the "Company") and DANIEL W. KIPP, a resident of Fort Bend County, Texas ("Employee"). Encompass Services Corporation, a Texas corporation ("Encompass") has joined herein solely for the purpose of guaranteeing the performance by the Company of its obligations hereunder, as provided in Section 28 of this Agreement. In consideration of the premises and the mutual covenants contained herein, the parties agree as follows: 1. Employment. The Company hereby agrees to employ Employee and Employee hereby agrees to work for the Company as its Vice President - Treasurer and Chief Information Officer. Employee's principal office shall be in Houston, Texas. So long as Employee is employed by the Company, Emplo

Encompass Services Corp – EMPLOYMENT AGREEMENT (March 26th, 2001)

EXHIBIT 10.11 EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement") is effective as of March 21, 2000, among Encompass Management Co., a Delaware corporation (the "Company"), Encompass Services Corporation, a Texas corporation ("Encompass"), and Chester J. Jachimiec, a resident of Harris County, Texas ("Employee"). In consideration of the premises and the mutual covenants contained herein, the parties hereby agree as follows: 1. Employment. The Company hereby agrees to employ Employee and Employee hereby agrees to work for the Company as its Senior Vice President -- Corporate Development and Planning. Employee's principal office shall be in Houston, Texas. So long as Employee is employed by the Company, Employee shall devote Employee's skill, energy and substantially all of his business-related efforts to the faithful discharge of Employee's duties as an employee o

Encompass Services Corp – EMPLOYMENT AGREEMENT (March 26th, 2001)

EXHIBIT 10.5 EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement") is effective as of March 28, 2000, among Encompass Management Co., a Delaware corporation (the "Company"), Encompass Services Corporation, a Texas corporation ("Encompass"), and James Patrick Millinor, Jr., a resident of Harris County, Texas ("Employee"). In consideration of the premises and the mutual covenants contained herein, the parties hereby agree as follows: 1. Employment. The Company hereby agrees to employ Employee and Employee hereby agrees to work for the Company as its Chairman. Employee's principal office shall be in Houston, Texas. Employee will initially have direct supervisory responsibility and authority for the matters set forth on Exhibit A. So long as Employee is employed by the Company, Employee shall devote Employee's skill, energy and substantially all of his business-rel

Encompass Services Corp – FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (November 14th, 2000)

EXHIBIT 10.1 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment") is entered into among ENCOMPASS MANAGEMENT CO., a Delaware corporation (the "Company"), ENCOMPASS SERVICES CORPORATION, a Texas corporation ("Encompass"), and JAMES PATRICK MILLINOR, JR. ("Employee"). The Company, Encompass and Employee have previously entered into an Employment Agreement dated effective as of March 28, 2000 (the "Employment Agreement"). In accordance with the terms and provisions of the Employment Agreement the Employee has requested, and the Board of Directors of Encompass have approved, the turnover by Employee of his executive responsibilities to the Chief Executive Officer of Encompass effective as of October 1, 2000. For good and valuable consideration, the receipt and sufficiency of which is acknowledged, the Employment Agreement is amended as fo