Legence Corp. Sample Contracts
CREDIT AGREEMENT Dated as of December 16, 2020 among REFFICIENCY INTERMEDIATE LLC, as Holdings, REFFICIENCY HOLDINGS LLC, as the Borrower, THE GUARANTORS PARTY HERETO FROM TIME TO TIME, JEFFERIES FINANCE LLC, as Administrative Agent, Collateral Agent,...Credit Agreement • August 15th, 2025 • Legence Corp. • Construction - special trade contractors • New York
This CREDIT AGREEMENT (as the same may be amended, modified, refinanced and/or restated from time to time, this “Agreement”) is entered into as of December 16, 2020, among, inter alios, REFFICIENCY INTERMEDIATE LLC, a Delaware limited liability company (“Initial Holdings”), REFFICIENCY HOLDINGS LLC, a Delaware limited liability company (the “Borrower”), the other Guarantors (such term and any other capitalized terms used but not defined in this introductory paragraph and the Preliminary Statements below are defined in Section 1.01 below) party hereto from time to time, JEFFERIES FINANCE LLC, as Administrative Agent, Collateral Agent and Swing Line Lender, each L/C Issuer and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
Stephen Butz Dear Stephen:Employment Agreement • August 15th, 2025 • Legence Corp. • Construction - special trade contractors
This letter (the “Agreement”) will confirm our offer to you (“you” or “Employee”) of employment with Therma Services LLC (the “Company”), under the terms and conditions that follow. This Agreement is entered into as of November 9, 2021 (the “Effective Date”) by and between the Company and you.
AMENDMENT NO. 8 TO CREDIT AGREEMENTCredit Agreement • August 15th, 2025 • Legence Corp. • Construction - special trade contractors • New York
AMENDMENT NO. 8, dated as of November 21, 2024 (this “Amendment”) to the Credit Agreement, dated as of December 16, 2020, among Legence Intermediate LLC (f/k/a Refficiency Intermediate LLC), a Delaware limited liability company (“Holdings”), Legence Holdings LLC (f/k/a Refficiency Holdings LLC), a Delaware limited liability company (the “Borrower”), the other Guarantors party hereto, the lenders party hereto and Jefferies Finance LLC, as Administrative Agent (in such capacity, the “Administrative Agent”), Collateral Agent, Swing Line Lender and an L/C Issuer (as amended, restated, amended and restated, modified and supplemented from time to time, the “Credit Agreement” and as amended by this Amendment, the “Amended Credit Agreement”); capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.
AMENDMENT NO. 5 TO CREDIT AGREEMENTCredit Agreement • August 15th, 2025 • Legence Corp. • Construction - special trade contractors • New York
AMENDMENT NO. 5, dated as of July 31, 2023 (this “Amendment”) to the Credit Agreement, dated as of December 16, 2020, among Legence Intermediate LLC (f/k/a Refficiency Intermediate LLC), a Delaware limited liability company (“Holdings”), Legence Holdings LLC (f/k/a Refficiency Holdings LLC), a Delaware limited liability company (the “Borrower”), the other Guarantors party hereto, the lenders party hereto and Jefferies Finance LLC, as Administrative Agent (in such capacity, the “Administrative Agent”), Collateral Agent, Swing Line Lender and an L/C Issuer (as amended, restated, amended and restated, modified and supplemented from time to time, the “Credit Agreement” and as amended by this Amendment, the “Amended Credit Agreement”); capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.
FORM OF AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF LEGENCE HOLDINGS LLC a Delaware limited liability company Dated as of , 2025Limited Liability Company Agreement • August 15th, 2025 • Legence Corp. • Construction - special trade contractors • Delaware
This Amended and Restated Limited Liability Company Agreement of Legence Holdings LLC (the “Company”), dated as of , 2025 (the “Effective Date”), is (a) adopted by the Members (as defined herein) and (b) executed and agreed to, for good and valuable consideration, by the Members.
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • August 15th, 2025 • Legence Corp. • Construction - special trade contractors • New York
AMENDMENT NO. 2, dated as of October 28, 2021 (this “Amendment”) to the Credit Agreement, dated as of December 16, 2020, among Refficiency Intermediate LLC, a Delaware limited liability company (“Holdings”), Refficiency Holdings LLC, a Delaware limited liability company (the “Borrower”), the other Guarantors party hereto, the lenders party hereto and Jefferies Finance LLC, as Administrative Agent (in such capacity, the “Administrative Agent”), Collateral Agent, Swing Line Lender and an L/C Issuer (as amended, restated, amended and restated, modified and supplemented from time to time, the “Credit Agreement” and as amended by this Amendment, the “Amended Credit Agreement”); capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 15th, 2025 • Legence Corp. • Construction - special trade contractors • Delaware
This Registration Rights Agreement (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is dated as of [ ], 2025, by and among Legence Corp., a Delaware corporation (the “Company”), Legence Parent LLC, a Delaware limited liability company (“Aggregator I”) and Legence Parent II LLC, a Delaware limited liability company (together with Aggregator I, the “Investment Entities”) and certain holders which hold Registrable Securities (as defined below) that join this Agreement pursuant to the provisions herein. Such holders of Registrable Securities party hereto are collectively referred to herein as the “Securityholders.”
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 15th, 2025 • Legence Corp. • Construction - special trade contractors • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of , 2025 between Legence Corp., a Delaware corporation (the “Company”), and the undersigned (the “Indemnitee”). Capitalized terms used but not otherwise defined herein shall have the meaning set forth in Section 13 hereof.
FORM OF TAX RECEIVABLE AGREEMENT between LEGENCE CORP. and THE PERSONS NAMED HEREIN Dated as of , 2025Tax Receivable Agreement • August 15th, 2025 • Legence Corp. • Construction - special trade contractors • New York
This TAX RECEIVABLE AGREEMENT (this “Agreement”) is dated as of , 2025, and is between Legence Corp., a Delaware corporation (including any successor corporation, the “Corporate Taxpayer”) and each of the TRA Parties that are from time to time a party hereto.
AMENDMENT NO. 6 TO CREDIT AGREEMENTCredit Agreement • August 15th, 2025 • Legence Corp. • Construction - special trade contractors • New York
AMENDMENT NO. 6, dated as of January 19, 2024 (this “Amendment”) to the Credit Agreement, dated as of December 16, 2020, among Legence Intermediate LLC (f/k/a Refficiency Intermediate LLC), a Delaware limited liability company (“Holdings”), Legence Holdings LLC (f/k/a Refficiency Holdings LLC), a Delaware limited liability company (the “Borrower”), the other Guarantors party hereto, the lenders party hereto and Jefferies Finance LLC, as Administrative Agent (in such capacity, the “Administrative Agent”), Collateral Agent, Swing Line Lender and an L/C Issuer (as amended, restated, amended and restated, modified and supplemented from time to time, the “Credit Agreement” and as amended by this Amendment, the “Amended Credit Agreement”); capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.
AMENDMENT NO. 7 TO CREDIT AGREEMENTCredit Agreement • August 15th, 2025 • Legence Corp. • Construction - special trade contractors • New York
AMENDMENT NO. 7, dated as of June 18, 2024 (this “Amendment”) to the Credit Agreement, dated as of December 16, 2020, among Legence Intermediate LLC (f/k/a Refficiency Intermediate LLC), a Delaware limited liability company (“Holdings”), Legence Holdings LLC (f/k/a Refficiency Holdings LLC), a Delaware limited liability company (the “Borrower”), the other Guarantors party hereto, the lenders party hereto and Jefferies Finance LLC, as Administrative Agent (in such capacity, the “Administrative Agent”), Collateral Agent, Swing Line Lender and an L/C Issuer (as amended, restated, amended and restated, modified and supplemented from time to time, the “Credit Agreement” and as amended by this Amendment, the “Amended Credit Agreement”); capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.
Legence Corp. Class A Common Stock, Par Value $0.01 Per Share Underwriting AgreementUnderwriting Agreement • April 6th, 2026 • Legence Corp. • Construction - special trade contractors
In connection with the offering contemplated by this Agreement, the Class A Common Stock to be sold by each Selling Stockholder (i) is currently held directly by such Selling Stockholder or (ii) will be issued by the Company upon the exchange (the “Unit Exchange”) of certain limited liability company interests in Legence Holdings (including units representing such limited liability company interests, the “LLC Interests”), held by such Selling Stockholder at a ratio of one LLC Interest for one share of Class A Common Stock, pursuant to the terms of the Amended and Restated Limited Liability Company Agreement of Legence Holdings, dated as of September 11, 2025, and the terms of the Exchange Agreement, dated as of September 11, 2025, by and among the Company, Legence Holdings and the other parties named therein. The Class A Common Stock to be sold in the offering by the Selling Stockholders has been registered pursuant to the Registration Statement (as defined below) in accordance with th
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 15th, 2025 • Legence Corp. • Construction - special trade contractors • Delaware
This Registration Rights Agreement (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is dated as of September 15, 2025, by and among Legence Corp., a Delaware corporation (the “Company”), Legence Parent LLC, a Delaware limited liability company (“Aggregator I”) and Legence Parent II LLC, a Delaware limited liability company (together with Aggregator I, the “Investment Entities”) and certain holders which hold Registrable Securities (as defined below) that join this Agreement pursuant to the provisions herein. Such holders of Registrable Securities party hereto are collectively referred to herein as the “Securityholders.”
AMENDMENT NO. 13 TO CREDIT AGREEMENTCredit Agreement • March 30th, 2026 • Legence Corp. • Construction - special trade contractors • New York
AMENDMENT NO. 13 TO CREDIT AGREEMENT, dated as of January 15, 2026 (this “Amendment”), among Legence Holdings LLC (f/k/a Refficiency Holdings LLC), a Delaware limited liability company (the “Borrower”), Jefferies Finance LLC, as Administrative Agent (in such capacity, the “Administrative Agent”), the Revolving Credit Lenders party hereto (which constitute all of the Revolving Credit Lenders) and the L/C Issuers.
FIRST INCREMENTAL AMENDMENTCredit Agreement • August 15th, 2025 • Legence Corp. • Construction - special trade contractors • New York
FIRST INCREMENTAL AMENDMENT (this “Amendment”), to the Credit Agreement (as defined below), dated as of August 5, 2021 by and among Refficiency Holdings LLC, a Delaware limited liability company (the “Borrower”), Refficiency Intermediate LLC, a Delaware limited liability company (“Holdings”), the Guarantors party hereto, Jefferies Finance LLC, as the Administrative Agent and each of the Lenders party hereto. Capitalized terms used but not defined herein, including in this paragraph and the recitals below, shall have the meanings assigned to them in the Credit Agreement.
AMENDMENT NO. 3 TO CREDIT AGREEMENTCredit Agreement • February 14th, 2025 • Legence Corp. • Construction - special trade contractors • New York
AMENDMENT NO. 3 TO CREDIT AGREEMENT, dated as of November 8, 2022 (this “Amendment”), among Legence Intermediate LLC (f/k/a Refficiency Intermediate LLC), a Delaware limited liability company (“Holdings”), Legence Holdings LLC (f/k/a Refficiency Holdings LLC), a Delaware limited liability company (the “Borrower”), the other Guarantors party hereto, Jefferies Finance LLC, as Administrative Agent (in such capacity, the “Administrative Agent”), and the Lenders constituting the Required DDTL Lenders party hereto.
AMENDMENT NO. 10 TO CREDIT AGREEMENTCredit Agreement • September 15th, 2025 • Legence Corp. • Construction - special trade contractors • New York
AMENDMENT NO. 10 TO CREDIT AGREEMENT, dated as of September 8, 2025 (this “Amendment”), among Legence Intermediate LLC (f/k/a Refficiency Intermediate LLC), a Delaware limited liability company (“Holdings”), Legence Holdings LLC (f/k/a Refficiency Holdings LLC), a Delaware limited liability company (the “Borrower”), the other Guarantors party hereto, Jefferies Finance LLC, as Administrative Agent (in such capacity, the “Administrative Agent”), and the Lenders constituting the Required Lenders party hereto.
Legence Corp. Class A Common Stock, Par Value $0.01 Per Share Underwriting AgreementUnderwriting Agreement • December 9th, 2025 • Legence Corp. • Construction - special trade contractors
The selling stockholders named in Schedule II hereto (the “Selling Stockholders”) of Legence Corp., a Delaware corporation (the “Company”), propose, subject to the terms and conditions stated in this agreement (this “Agreement”), to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [•] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [•] additional shares (the “Optional Shares”) of Class A common stock, par value $0.01 per share (“Class A Common Stock”), of the Company. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.
AMENDMENT NO. 4 TO CREDIT AGREEMENTCredit Agreement • February 14th, 2025 • Legence Corp. • Construction - special trade contractors • New York
AMENDMENT NO. 4, dated as of February 27, 2023 (this “Amendment”) to the Credit Agreement among Legence Holdings LLC (f/k/a Refficiency Holdings LLC), a Delaware limited liability company (the “Borrower”) and Jefferies Finance LLC, as Administrative Agent (in such capacity, the “Administrative Agent”), the Revolving Credit Lenders, L/C Issuers party hereto and the Swing Line Lender, which amends the Credit Agreement, dated as of December 16, 2020, among Legence Intermediate LLC (f/k/a Refficiency Intermediate LLC), a Delaware limited liability company (“Holdings”), the Borrower, the lenders from time to time party thereto, the Administrative Agent and Jefferies Finance LLC as Collateral Agent, Swing Line Lender and an L/C Issuer (as amended by Amendment No. 1 dated as of August 5, 2021, Amendment No. 2 dated as of October 28, 2021, Amendment No. 3 dated as of November 9, 2022, and as further amended, restated, amended and restated, modified and supplemented from time to time, the “Cred
April 18, 2019 Jeffrey Sprau Dear Jeff:Employment Agreement • August 15th, 2025 • Legence Corp. • Construction - special trade contractors
This letter (the “Agreement”) will confirm our offer to you of employment with Therma Services LLC (the “Company”), under the terms and conditions that follow. This Agreement will take effect upon the Effective Date (as defined below).
June 20, 2017Employment Agreement • March 30th, 2026 • Legence Corp. • Construction - special trade contractors
This letter (the “Agreement”) will confirm our offer to you of employment with Therma Services LLC (the “Company”), under the terms and conditions that follow. This Agreement will take effect upon the closing (the “Closing”) of the transactions contemplated by the Asset Purchase Agreement by and among Therma LLC, Therma Corporation, the Joseph Parisi and Nicki Parisi 1993 Revocable Living Trust, dated June 15, 1993, as amended (the “Parisi Trust”), and each of Joseph Parisi and Nicki Parisi, individually and as trustees and beneficiaries of the Parisi Trust. If the Closing does not occur for any reason, this Agreement will be of no force or effect.
Personal and Confidential August 11, 2025 Stephen Butz By Electronic MailRetention Bonus Agreement • August 15th, 2025 • Legence Corp. • Construction - special trade contractors
Legence Holdings LLC, a Delaware limited liability company (the “Company”), is pleased to offer you the opportunity to earn two cash retention bonuses on the terms and subject to the conditions set forth in this letter agreement (this “Agreement”).
EXCHANGE AGREEMENTExchange Agreement • November 14th, 2025 • Legence Corp. • Construction - special trade contractors • Delaware
THIS EXCHANGE AGREEMENT (this “Agreement”), dated as of September 11, 2025 (and effective as set forth in Section 3.16 of this Agreement), by and among Legence Corp., a Delaware corporation (“Issuer”), Legence Holdings LLC, a Delaware limited liability company (“Legence Holdings”), and Legence Parent LLC, a Delaware limited liability company (“Legence Parent”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF LEGENCE HOLDINGS LLC a Delaware limited liability company Dated as of September 11, 2025Limited Liability Company Agreement • September 15th, 2025 • Legence Corp. • Construction - special trade contractors • Delaware
This Amended and Restated Limited Liability Company Agreement of Legence Holdings LLC (the “Company”), dated as of September 11, 2025 (the “Effective Date”), is (a) adopted by the Members (as defined herein) and (b) executed and agreed to, for good and valuable consideration, by the Members.
Legence Corp. Class A Common Stock, Par Value $0.01 Per Share Underwriting AgreementUnderwriting Agreement • August 15th, 2025 • Legence Corp. • Construction - special trade contractors
Legence Corp., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [•] shares and, at the election of the Underwriters, up to [•] additional shares of Class A common stock, par value $0.01 per share (“Class A Common Stock”), of the Company; and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated in this Agreement, to sell to the Underwriters, at the election of the Underwriters, up to [•] additional shares of Class A Common Stock. The [•] shares to be sold by the Company are herein called the “Firm Shares” and the aggregate of [•] additional shares to be sold by the Company and the Selling Stockholders is herein called the “Optional Shares”. The Firm Shares and the Optional Shares that the Underwriters elect to purchase
Legence Corp. Class A Common Stock, Par Value $0.01 Per Share Underwriting AgreementUnderwriting Agreement • September 15th, 2025 • Legence Corp. • Construction - special trade contractors
Legence Corp., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 26,000,000 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 3,900,000 additional shares (the “Optional Shares”) of Class A common stock, par value $0.01 per share (“Class A Common Stock”), of the Company. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.
AMENDMENT NO. 4 TO CREDIT AGREEMENTCredit Agreement • April 30th, 2025 • Legence Corp. • Construction - special trade contractors • New York
AMENDMENT NO. 4, dated as of February 27, 2023 (this “Amendment”) to the Credit Agreement among Legence Holdings LLC (f/k/a Refficiency Holdings LLC), a Delaware limited liability company (the “Borrower”) and Jefferies Finance LLC, as Administrative Agent (in such capacity, the “Administrative Agent”), the Revolving Credit Lenders, L/C Issuers party hereto and the Swing Line Lender, which amends the Credit Agreement, dated as of December 16, 2020, among Legence Intermediate LLC (f/k/a Refficiency Intermediate LLC), a Delaware limited liability company (“Holdings”), the Borrower, the lenders from time to time party thereto, the Administrative Agent and Jefferies Finance LLC as Collateral Agent, Swing Line Lender and an L/C Issuer (as amended by Amendment No. 1 dated as of August 5, 2021, Amendment No. 2 dated as of October 28, 2021, Amendment No. 3 dated as of November 9, 2022, and as further amended, restated, amended and restated, modified and supplemented from time to time, the “Cred
TAX RECEIVABLE AGREEMENT between LEGENCE CORP. and THE PERSONS NAMED HEREIN Dated as of September 11, 2025Tax Receivable Agreement • September 15th, 2025 • Legence Corp. • Construction - special trade contractors • New York
This TAX RECEIVABLE AGREEMENT (this “Agreement”) is dated as of September 11, 2025, and is between Legence Corp., a Delaware corporation (including any successor corporation, the “Corporate Taxpayer”) and each of the TRA Parties that are from time to time a party hereto.
FIRST INCREMENTAL AMENDMENTCredit Agreement • February 14th, 2025 • Legence Corp. • Construction - special trade contractors • New York
FIRST INCREMENTAL AMENDMENT (this “Amendment”), to the Credit Agreement (as defined below), dated as of August 5, 2021 by and among Refficiency Holdings LLC, a Delaware limited liability company (the “Borrower”), Refficiency Intermediate LLC, a Delaware limited liability company (“Holdings”), the Guarantors party hereto, Jefferies Finance LLC, as the Administrative Agent and each of the Lenders party hereto. Capitalized terms used but not defined herein, including in this paragraph and the recitals below, shall have the meanings assigned to them in the Credit Agreement.
EXCHANGE AGREEMENTExchange Agreement • August 15th, 2025 • Legence Corp. • Construction - special trade contractors • Delaware
THIS EXCHANGE AGREEMENT (this “Agreement”), dated as of , 2025 (and effective as set forth in Section 3.16 of this Agreement), by and among Legence Corp., a Delaware corporation (“Issuer”), Legence Holdings LLC, a Delaware limited liability company (“Legence Holdings”), and Legence Parent LLC, a Delaware limited liability company (“Legence Parent”).
AMENDMENT NO. 11 TO CREDIT AGREEMENTCredit Agreement • October 30th, 2025 • Legence Corp. • Construction - special trade contractors • New York
AMENDMENT NO. 11, dated as of October 30, 2025 (this “Amendment”), to the Credit Agreement, dated as of December 16, 2020, among Legence Holdings LLC (f/k/a Refficiency Holdings LLC), a Delaware limited liability company (the “Borrower”), the other Guarantors party hereto, the lenders party thereto and Jefferies Finance LLC, as Administrative Agent (in such capacity, the “Administrative Agent”), Collateral Agent, Swing Line Lender and an L/C Issuer (as amended, restated, amended and restated, modified and supplemented from time to time prior to the date hereof, the “Credit Agreement” and as further amended by this Amendment, the “Amended Credit Agreement”); capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.
EQUITY PURCHASE AGREEMENT BY AND AMONG THE BOWERS GROUP, INC., WAYNE E. BOWERS REVOCABLE LIVING TRUST, QUIET HARBOR TRUST, THE DAVID J. O’DONNELL REVOCABLE TRUST DATED NOV. 15, 2008, LEGENCE SUBSIDIARY HOLDINGS, LLC, AND LEGENCE CORP. Dated as of...Equity Purchase Agreement • November 14th, 2025 • Legence Corp. • Construction - special trade contractors • Delaware
This EQUITY PURCHASE AGREEMENT is made as of November 13, 2025 (the “Effective Date”), by and among The Bowers Group, Inc., a Maryland corporation (the “Company”), Wayne E. Bowers Revocable Living Trust, Quiet Harbor Trust, The David J. O’Donnell Revocable Trust dated Nov. 15, 2008 (each a “Seller” and collectively, “Sellers”), Legence Subsidiary Holdings, LLC, a Delaware limited liability company (“Purchaser”), and Legence Corp., a Delaware corporation (“Purchaser Parent”). The Company, Sellers, Purchaser and Purchaser Parent are each sometimes referred to in this Agreement as a “Party,” and collectively as the “Parties.” Certain capitalized terms used in this Agreement have the meanings set forth in Article I.
AMENDMENT NO. 3 TO CREDIT AGREEMENTCredit Agreement • August 15th, 2025 • Legence Corp. • Construction - special trade contractors • New York
AMENDMENT NO. 3 TO CREDIT AGREEMENT, dated as of November 8, 2022 (this “Amendment”), among Legence Intermediate LLC (f/k/a Refficiency Intermediate LLC), a Delaware limited liability company (“Holdings”), Legence Holdings LLC (f/k/a Refficiency Holdings LLC), a Delaware limited liability company (the “Borrower”), the other Guarantors party hereto, Jefferies Finance LLC, as Administrative Agent (in such capacity, the “Administrative Agent”), and the Lenders constituting the Required DDTL Lenders party hereto.
EXCHANGE AGREEMENTExchange Agreement • September 15th, 2025 • Legence Corp. • Construction - special trade contractors • Delaware
THIS EXCHANGE AGREEMENT (this “Agreement”), dated as of September 11, 2025 (and effective as set forth in Section 3.16 of this Agreement), by and among Legence Corp., a Delaware corporation (“Issuer”), Legence Holdings LLC, a Delaware limited liability company (“Legence Holdings”), and Legence Parent LLC, a Delaware limited liability company (“Legence Investment Aggregator I”).
AMENDMENT NO. 4 TO CREDIT AGREEMENTCredit Agreement • August 15th, 2025 • Legence Corp. • Construction - special trade contractors • New York
AMENDMENT NO. 4, dated as of February 27, 2023 (this “Amendment”) to the Credit Agreement among Legence Holdings LLC (f/k/a Refficiency Holdings LLC), a Delaware limited liability company (the “Borrower”) and Jefferies Finance LLC, as Administrative Agent (in such capacity, the “Administrative Agent”), the Revolving Credit Lenders, L/C Issuers party hereto and the Swing Line Lender, which amends the Credit Agreement, dated as of December 16, 2020, among Legence Intermediate LLC (f/k/a Refficiency Intermediate LLC), a Delaware limited liability company (“Holdings”), the Borrower, the lenders from time to time party thereto, the Administrative Agent and Jefferies Finance LLC as Collateral Agent, Swing Line Lender and an L/C Issuer (as amended by Amendment No. 1 dated as of August 5, 2021, Amendment No. 2 dated as of October 28, 2021, Amendment No. 3 dated as of November 9, 2022, and as further amended, restated, amended and restated, modified and supplemented from time to time, the “Cred