Exhibit 10.5
LOAN MODIFICATION AGREEMENT AND
AMENDMENT TO LOAN DOCUMENTS
THIS LOAN MODIFICATION AGREEMENT AND AMENDMENT TO LOAN DOCUMENTS (this “Agreement”) is being entered into as of the 15th day of May, 2018, by and among CONSTRUCTION PARTNERS HOLDINGS, INC., a Delaware corporation, formerly known as Construction Partners, Inc. (“Holdings”); WIREGRASS CONSTRUCTION COMPANY, INC., an Alabama corporation (“Wiregrass Construction”); FRED SMITH CONSTRUCTION, INC., a North Carolina corporation (“Fred Smith Construction”); FSC II, LLC, a North Carolina limited liability company (“FSC”); C. W. ROBERTS CONTRACTING, INCORPORATED, a Florida corporation (“Roberts Contracting”); EVERETT DYKES GRASSING CO., INC., a Georgia corporation (“Everett Dykes” and together with Holdings, Wiregrass Construction, Fred Smith Construction, FSC and Roberts Contracting, “Original Borrowers”); THE SCRUGGS COMPANY, a Georgia corporation (“Scruggs Company” and together with the Original Borrowers, the “Borrowers”); CONSTRUCTION PARTNERS, INC., a Delaware corporation, formerly known as SunTx CPI Growth Company, Inc. (“Guarantor”); COMPASS BANK, a bank organized under the laws of the State of Alabama, as agent for the Lenders and as a Lender and Issuing Bank (“Agent”); and SERVISFIRST BANK, as a Lender (“ServisFirst”). Each of Agent and ServisFirst shall be referred to herein as a “Lender” and collectively, “Lenders”.
P R E A M B L E
Original Borrowers, together with certain other entities that hereafter may become borrowers or guarantors under the Credit Agreement, have entered into a Credit Agreement dated as of the 30th day of June, 2017 (as at any time amended, modified, supplemented or restated, including by that certain Loan Modification Agreement and Amendment to Loan Documents dated as of November 14, 2017 and by that certain Loan Modification Agreement and Amendment to Loan Documents dated as of December 31, 2017, the “Credit Agreement”), with Agent and Lenders, pursuant to which Agent and Lenders have agreed to extend to Original Borrowers, a revolving line of credit in the maximum principal amount of $30,000,000, subject to the terms and conditions contained therein and as such revolving line may be increased from time to time (the “Line of Credit”) and a term loan in the amount of $50,000,000, subject to the terms and conditions contained therein and such term loan may be increased from time to time (the “Term Loan” and together with the Line of Credit, the “Loans”). The Loans are evidenced by, among other things, the Notes and the other Loan Documents as defined in the Credit Agreement. The Loans are guaranteed by the guaranty (the “Guaranty”) of the Guarantor as set forth in the Credit Agreement. Capitalized terms used herein but not otherwise defined shall have the meaning given to such term in the Credit Agreement.
Concurrent herewith, Holdings is purchasing all of the Equity Interests of the Scruggs Company, and as a result, Original Borrowers and the Scruggs Company have requested, and the Agent and Lenders have agreed, subject to the terms of this Agreement, that Scruggs Company shall be added to the Loan Documents as a “Borrower” thereunder.
Accordingly, the Borrowers, Guarantor, the Agent and Lenders have agreed that the Loan shall be modified, and that the Loan Documents shall be amended as set forth below.
A G R E E M E N T
NOW, THEREFORE, the parties, intending to be legally bound hereby, agree as follows, notwithstanding anything in the Loan Documents to the contrary:
A. Commitment Fee. Borrowers shall pay to Agent a fee in the amount of $55,000.00 ($38,500.00 of which shall be allocated to Agent and $16,500.00 of which shall be allocated to ServisFirst Bank), which shall be deemed earned as of the date of this Agreement, and shall be paid immediately upon execution of this Agreement.
B. Additional Term Loan Advance. Borrowers have requested that Agent and Lenders increase the aggregate Term Loan Commitment by an additional $22,000,000 in accordance with Section 2.10(b) of the Credit Agreement. As of the date hereof, Borrowers have repaid the Term Loan Commitment in amount equal to $7,500,000, and thus the outstanding principal balance of the Term Loan Commitment is $42,500,000. Agent and Lenders have agreed to increase the Term Loan Commitment by $22,000,000 on the terms and conditions set forth herein and in the Credit Agreement, and accordingly Compass Bank’s Term Loan Commitment amount shall be increased to $45,150,000, with $15,400,000 representing the additional Term Loan Commitment, and ServisFirst Bank’s Term Loan Commitment shall be increased to $19,350,000, with $6,600,000 representing the additional Term Loan Commitment. On the date of this Agreement, each Lender severally agrees on the terms and conditions set forth herein and in the Credit Agreement to fund a Term Loan Advance to Borrower in the amount of such Lender’s additional Term Loan Commitment. Such advance shall be on the same terms and conditions related to Term Loan Advances as set forth in the Credit Agreement, including without limitation, Section 2.01(b).
C. Amendment of Credit Agreement.
(i) The definition of “Borrowers” and “Borrower” shall be amended as follows: “Borrowers” shall include Holdings, Wiregrass Construction, Fred Smith Construction, FSC, Roberts Contracting, Everett Dykes and Scruggs Company, and “Borrower” shall refer to each such Borrower individually.
(ii) Section 1.01 shall be amended to include the following additional definitions:
“CP Guarantor” means Construction Partners, Inc., a Delaware corporation.
“Interest Accrual Period” means initially the period from the Closing Date up to but not including the first Interest Payment Date, and thereafter, each period from an Interest Period Commencement Date up to but not including the next subsequent Interest Period Commencement Date.
“LIBOR Reserve Percentage” means for any day, the percentage, as determined in good faith by Agent, which is in effect on such day as prescribed by the Board of Governors of the Federal Reserve System (or any successor) representing the maximum reserve requirement (including without limitation, supplemental, marginal and emergency reserve requirements, with respect to Eurocurrency funding (currently referred to as “Eurocurrency liabilities”)) of a member bank in such system.
“Scruggs Company” means The Scruggs Company, a Georgia corporation.
(iii) The definition of “Collateral Documents” shall be amended to include that certain Security Agreement dated of even date herewith executed by Scruggs Company in favor of Agent, and that certain Stock Pledge Agreement dated of even date herewith executed by Holdings in favor of Agent.
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(iv) The definition of “Business Day”, “Consolidated EBITDA”, “Consolidated Fixed Charges”, Consolidated Interest Expense”, “Consolidated Lease Expense”, “Consolidated Leverage Ratio”, “Consolidated Net Income”, “Consolidated Subsidiary”, “Depreciation and Amortization”, “Interest Period”, “LIBOR”, “Revolver Sublimit” and “Term Loan Recourse Amount” set forth in Section 1.01 shall be deleted in their entirety and the following shall be substituted in place thereof:
“Business Day” means a day other than a Saturday, Sunday or a day on which Agent is closed for business; provided, that, for the purposes of determining LIBOR, the term “Business Day” shall also exclude any day on which commercial banks are not open for dealings in U.S. dollar deposits in the London interbank market.
“Consolidated EBITDA” means and includes, for CP Guarantor and its Consolidated Subsidiaries for any period, an amount equal to the sum of (a) Consolidated Net Income for such period plus (b): (i) Consolidated Interest Expense for such period; (ii) Consolidated Lease Expense for such period; and (iii) Depreciation and Amortization for such period minus (c): (i) Taxes paid in cash for such period; and (ii) dividends and distributions paid out in such period, all determined on a consolidated basis in accordance with GAAP in each case for such period.
“Consolidated Fixed Charges” means, for any period, the sum of (a) Consolidated Interest Expense for such period (including all interest, whether accrued or paid, for such period on the Term Loan Advances and Revolver Advances owing or paid by Borrowers), (b) Consolidated Lease Expense for such period, and (c) all scheduled payments of principal in respect of the Term Loan Advances of Borrowers pursuant to Section 2.06 for such period (provided that for purposes of calculating the Fixed Charge Coverage Ratio on a pro forma basis if required by Section 6.04, the scheduled principal payment due on the Termination Date shall be deemed to be in an amount equal to $3,600,000 with respect to the Term Loan).
“Consolidated Interest Expense” means, for any period, interest, whether expense or capitalized, in respect of Debt of CP Guarantor or any of its Consolidated Subsidiaries during such period on a consolidated basis.
“Consolidated Lease Expense” means, for any period, all lease expenses of CP Guarantor or any of its Consolidated Subsidiaries outstanding during such period on a consolidated basis.
“Consolidated Leverage Ratio” means, on any date, the ratio of (a) total funded Debt of CP Guarantor and its Consolidated Subsidiaries on such date to (b) Consolidated EBITDA for the period of four consecutive Fiscal Quarters ended on such date (or, if such date is not the last day of a Fiscal Quarter, ended on the last day of the Fiscal Quarter most recently ended).
“Consolidated Net Income” means, for any period, the net income of CP Guarantor and its Consolidated Subsidiaries prior to the provision for Taxes as set forth or reflected on the most recent consolidated income statement of CP Guarantor and its Consolidated Subsidiaries prepared in accordance with GAAP.
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“Consolidated Subsidiary” means, on any date, any Subsidiary or other entity the accounts of which, in accordance with GAAP, would be consolidated with those of CP Guarantor in its consolidated financial statements as of such date.
“Depreciation and Amortization” means, for any period, an amount equal to the sum of all depreciation and amortization expenses and other noncash charges of CP Guarantor and its Consolidated Subsidiaries for such period, as determined on a consolidated basis in accordance with GAAP.
“Interest Period” means with respect to Euro-Dollar Borrowing, either a calendar month, two calendar months, three calendar months, six calendar months, nine calendar months (if available to all Lenders), or twelve calendar months (if available to all Lenders) (commencing on the day after the end of the previous Interest Period and ending on the last Business Day of the last calendar month of the Interest Period (each such date being an “Interest Period Commencement Date”), regardless of whether a Euro-Dollar Borrowing is outstanding on either date); provided that (a) the initial Interest Period applicable to Euro-Dollar Borrowings shall mean the period commencing on the Closing Date and ending on the last Business Day of the succeeding calendar month, and (b) the last Interest Period applicable to Euro-Dollar Borrowings under this Agreement shall end on the Termination Date. The Interest Period is for reference purposes only, and the interest rate applicable to any Euro-Dollar Borrowing may continue for a period that is longer or shorter than the Interest Period.
“LIBOR” means for each Interest Accrual Period, a rate per annum obtained by dividing (a) the London Interbank Offered Rate, as determined by ICE Benchmark Administration Limited (ICE) (or any successor or substitute therefor) for U.S. dollar deposits for such Interest Accrual Period as obtained by Agent from Reuter’s, Bloomberg or another commercially available source as may be designated by Agent from time to time, two (2) Business Days before the first day of such Interest Accrual Period, by (b) a number equal to 1.00 minus the LIBOR Reserve Percentage. Notwithstanding the foregoing, LIBOR shall not in any event be less than zero percent (0.00%).
“Revolver Sublimit” means, with respect to each Borrower set forth below, the following amounts:
| Construction Partners: |
$ | 18,000,000.00 | ||
| Wiregrass Construction: |
$ | 6,000,000.00 | ||
| FSC: |
$ | 7,000,000.00 | ||
| Fred Smith Construction: |
$ | 0.00 | ||
| Roberts Contracting: |
$ | 3,000,000.00 | ||
| Everett Dykes: |
$ | 3,000,000.00 | ||
| Scruggs Company: |
$ | 5,000,000.00 |
“Term Loan Recourse Amount” means, with respect to each Borrower set forth below, the following amounts:
| Wiregrass Construction: |
$ | 18,000,000.00 | ||
| FSC: |
$ | 24,000,000.00 | ||
| Fred Smith Construction: |
$ | 24,000,000.00 | ||
| Roberts Contracting: |
$ | 11,000,000.00 | ||
| Everett Dykes: |
$ | 3,600,000.00 | ||
| Scruggs Company: |
$ | 25,000,000.00 |
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(v) The definition of Term Loan Note shall be amended to include any amendment, modification, supplement or restatement of any Term Loan Note, including, without limitation, the Amendments to Term Loan Notes executed by Borrowers and Lenders in connection herewith.
(vi) The definition of “Adjusted LIBOR” shall be deleted in its entirety and any and all references in the Credit Agreement or any other Loan Document to “Adjusted LIBOR” are hereby amended to refer to “LIBOR.”
(vii) The definitions of “Euro-Dollar Reserve Percentage”, “Euro-Dollar Business Day” and “New York Business Day” shall be deleted in their entirety.
(viii) Section 2.06(c) shall be deleted in its entirety and the following new Section 2.01(c) shall be inserted in place thereof:
(c) The principal amount of the Term Loan Advances shall be repaid in installments on each Quarterly Payment Date commencing on June 30, 2018, each in the amount of $3,600,000; provided, however, that the entire amount of the outstanding Term Loan Advances shall be due and payable in full on the Term Loan Maturity Date.
(ix) Section 2.08(c) shall be deleted in its entirety and the following new Section 2.08(c) shall be inserted in place thereof:
(c) Borrowers shall pay to Agent for the account of Issuing Bank a letter of credit fee (the “LC Facility Fee”) with respect to each Letter of Credit equal to the greater of (i) $500 or (ii) the product of: (A) the face amount of such Letter of Credit, multiplied by (B) 0.25%. Such LC Facility Fee shall be due and payable on such date as may be agreed upon by Issuing Bank and Borrowers. Borrowers shall pay to Issuing Bank, for its own account, transfer fees, drawing fees, modification fees, extension fees and such other fees and charges as may be provided for in any LC Application Agreement or otherwise charged by Issuing Bank. No Lender shall be entitled to any portion of the LC Facility Fees or any other fees payable by Borrowers to Issuing Bank pursuant to this Section 2.08(c).
(x) Sections 5.01(a) and (b) shall be deleted in their entirety and the following new Sections 5.01(a) and (b) shall be inserted in place thereof:
(a) as soon as available and in any event within 120 days after the end of each Fiscal Year, consolidated balance sheets of CP Guarantor and its Consolidated Subsidiaries as of the end of such Fiscal Year and the related consolidated statements of income, shareholders’ equity and cash flows for such Fiscal Year, all audited by RSM US, LLP, or other independent public accountants reasonably acceptable to Agent, with such certification to be free of exceptions and qualifications not acceptable to the Required Lenders;
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(b) as soon as available and in any event within 45 days after the end of each Fiscal Quarter, consolidated balance sheets of CP Guarantor and its Consolidated Subsidiaries as of the end of such Fiscal Quarter and the related consolidated statements of income and statement of cash flows for such Fiscal Quarter and for the portion of the Fiscal Year ended at the end of such Fiscal Quarter, which commencing with the Fiscal Quarter ending June 30, 2018, all certified (subject to normal year-end adjustments) as to fairness of presentation, GAAP and consistency by the chief financial officer of Borrowers;
(xi) Section 5.01(d) shall be deleted in its entirety and the following new Section 5.01(d) shall be inserted in place thereof:
(c) simultaneously with the delivery of each set of financial statements referred to in clause (b) above, a certificate, substantially in the form of Exhibit E and with compliance calculations in form and content satisfactory to Agent (a “Compliance Certificate”), of the chief financial officer or other Responsible Officer of CP Guarantor (i) setting forth in reasonable detail the calculations required to establish whether the Loan Parties were in compliance with the requirements of Sections 5.04, 6.01 and 6.21 on the date of such financial statements, (ii) setting forth the identities of the respective Subsidiaries on the date of such financial statements, and (iii) stating whether any Default or Event of Default exists on the date of such certificate and, if any Default or Event of Default then exists, setting forth the details thereof and the action which Loan Parties are taking or propose to take with respect thereto;
(xii) Section 6.23 shall be deleted in its entirety and the new Section 6.23 shall be substituted in place thereof:
Limitation on Changes to Holding Company Status. Construction Partners and CP Guarantor shall not engage in any business or activity other than:
(a) the ownership of outstanding Equity Interests in Borrowers in the case of Construction Partners, and the ownership of outstanding Equity Interests in Construction Partners in the case of CP Guarantor;
(b) maintaining its respective corporate existence;
(c) participating in tax, accounting and other administrative activities as the parent of the consolidated group of companies including the Loan Parties;
(d) the performance of obligations under the Loan Documents to which it is a party;
(e) making any Restricted Payment permitted herein; and
(f) activities incidental to the businesses or activities described in (a) through (e).
(xiv) Article IX shall be deleted in its entirety and the new Article IX shall be substituted in place thereof:
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ARTICLE IX
CHANGE IN CIRCUMSTANCES; COMPENSATION
SECTION 9.01. Inability to Determine Interest Rate; Ineffective Interest Rate. If Agent shall have determined that (a) adequate and reasonable means do not exist for ascertaining LIBOR as set forth herein, (b) LIBOR does not adequately and fairly reflect the effective cost to Lenders of making or maintaining Euro-Dollar Advances, or (c) the making, maintenance or funding of Euro-Dollar Advances based on LIBOR has been made impractical or unlawful, then, and in any such event, Agent may notify Borrowers of such determination. Upon such date as shall be specified in such notice, the Euro-Dollar Advances shall be converted to and shall continue as Base Rate Advances (and any future Advances hereunder shall be Base Rate Advances) unless and until such circumstances shall no longer exist and Agent shall have revoked such notice. If an event described in clause (a) of this Section exists and Agent has determined that such event is unlikely to be temporary in nature, Agent and Borrowers shall endeavor to establish an alternative rate of interest to LIBOR that gives due consideration to then prevailing market conventions for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable. Notwithstanding anything to the contrary in Section 11.05, such amendment shall only become effective upon Agent’s receipt of written consent to such amendment by all Lenders.
SECTION 9.02. Illegality. If any Change in Law or compliance by any Lender (or its Lending Office) with any request or directive (whether or not having the force of law) of any Governmental Authority shall make it unlawful or impossible for any Lender (or its Lending Office) to make, maintain or fund its Advances using LIBOR and such Lender shall so notify Agent, Agent shall forthwith give notice thereof to the other Lenders and Borrower Agent, whereupon until such Lender notifies Borrower Agent and Agent that the circumstances giving rise to such suspension no longer exist, the obligation of such Lender to fund Advances using LIBOR shall be suspended, and Agent shall have the right, in its sole discretion, to substitute an alternative index rate for LIBOR (and such rate, however determined, shall be referred to herein as “LIBOR” with respect to such Lender). Before giving any notice to Agent pursuant to this Section 9.02, such Lender shall designate a different Lending Office if such designation will avoid the need for giving such notice and will not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. If such Lender shall determine that it may not lawfully continue to maintain and fund any of its portion of the outstanding Advances using LIBOR to maturity and shall so specify in such notice the then outstanding principal amount of such Advances of such Lender shall be converted to an alternative index rate selected by Agent, in its sole discretion, for so long as such circumstances continue to exist, and such rate (however determined) shall be referred to herein as “LIBOR” with respect to such Lender.
SECTION 9.03. Increased Costs; Capital Adequacy Requirements. (a) If any Change in Law shall:
(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Credit Party (except any reserve requirement reflected in the LIBOR Reserve Percentage); or
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(ii) subject any Credit Party to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its advances, loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or
(iii) impose on any Credit Party or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Euro-Dollar Advances by such Credit Party or participation therein;
and the result of any of the foregoing shall be to increase the cost to such Credit Party of making, converting to, continuing or maintaining any Euro-Dollar Advance or of maintaining its obligation to make any such Euro-Dollar Advance, or to increase the cost to such Credit Party of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Credit Party hereunder (whether of principal, interest or any other amount) then, upon request of such Credit Party, Borrowers will pay to such Credit Party such additional amount or amounts as will compensate such Credit Party for such additional costs incurred or reduction suffered.
(b) If any Credit Party determines that any Change in Law affecting such Credit Party or any lending office of such Lender or such Credit Party’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Credit Party’s capital or on the capital of such Credit Party’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Advances made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by any Issuing Bank, to a level below that which such Credit Party or such Credit Party’s holding company could have achieved but for such Change in Law (taking into consideration such Credit Party’s policies and the policies of such Credit Party’s holding company with respect to capital adequacy), then from time to time Borrowers shall pay to such Credit Party, as the case may be, such additional amount or amounts as will compensate such Credit Party or such Credit Party’s holding company for any such reduction suffered.
(c) A certificate of a Credit Party setting forth the amount or amounts necessary to compensate such Credit Party or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section 9.03 and delivered to Borrower Agent shall be conclusive absent manifest error. Borrowers shall pay such Credit Party the amount shown as due on any such certificate within 10 days after receipt thereof.
(d) Failure or delay on the part of any Credit Party to demand compensation pursuant to this Section shall not constitute a waiver of such Credit Party’s right to demand such compensation, provided that Borrowers shall not be required to compensate a Credit Party pursuant to this Section for any increased costs incurred or reductions suffered more than 270 days prior to the date that such Credit Party notifies Borrower Agent of the Change in Law giving rise to such increased costs or reductions and of such Credit Party’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 270 day-period referred to above shall be extended to include the period of retroactive effect thereof).
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SECTION 9.04. [Intentionally Omitted.]
SECTION 9.05. Compensation. Upon the request of any Lender, delivered to Borrower Agent and Agent, Borrowers shall pay to such Lender within 10 days of Borrower Agent receipt such amount or amounts as shall compensate such Lender for any loss, cost or expense incurred by such Lender as a result of:
(a) any payment or prepayment (pursuant to Sections 2.11, 2.12, 7.01, 9.03 or otherwise) of a Euro-Dollar Advance on a date other than the last day of an Interest Period for such Advance; or
(b) any failure by Borrowers to prepay a Euro-Dollar Advance on the date for such prepayment specified in the relevant notice of prepayment hereunder; or
(c) any failure by Borrowers to borrow a Euro-Dollar Advance on the date for the Borrowing of which such Euro-Dollar Advance is a part;
such compensation to include an amount equal to the excess, if any, of (x) the amount of interest which would have accrued on the amount so paid or prepaid or not prepaid or borrowed for the period from the date of such payment, prepayment or failure to prepay or borrow to the last day of the then current Interest Period for such Euro-Dollar Advance (or, in the case of a failure to prepay or borrow, the Interest Period for such Euro-Dollar Advance which would have commenced on the date of such failure to prepay or borrow) at the applicable rate of interest for such Euro-Dollar Advance provided for herein over (y) the amount of interest (as reasonably determined by such Lender) such Lender would have paid on deposits in Dollars of comparable amounts having terms comparable to such period placed with it by leading lenders in the London interbank market (if such Advance is a Euro-Dollar Advance).
SECTION 9.06. Mitigation Obligations. If any Lender requests compensation under Section 9.03, or requires Borrowers to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.13, then such Lender shall (at the request of Borrowers) use reasonable efforts to designate a different lending office for funding or booking its Advances hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 9.03 or 2.13, as the case may be, in the future, and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. Borrowers hereby agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.
(xv) Each respective schedule attached to the Credit Agreement shall be amended to include the additional information set forth on the respective schedule attached hereto as Exhibit A.
D. Joinder by Scruggs Company. Scruggs Company hereby agrees that it is a “Borrower” under, bound by and required to perform all of the terms, covenants, conditions and agreements of “Borrower” or “Borrowers” under the Credit Agreement and Loan Documents, including without limitation the Notes, with the same force and effect as if Scruggs Company were an original signatory thereto on the Closing Date, and Scruggs Company hereby agrees to abide by and perform all of its obligations as a “Borrower” under the Credit Agreement and the other Loan Documents, including,
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without limitation, the Notes. Scruggs Company agrees and acknowledges that it will be that it shall be subject to all remedies reserved to Agent or Lenders in the Loan Documents in the event of any Event of Default thereunder. Each reference to “Borrower” or “Borrowers” in the Credit Agreement and the other Loan Documents shall be understood to mean and include Scruggs Company (along with the other Borrowers).
Scruggs Company represents and warrants that this Agreement has been duly executed and delivered by Scruggs Company and constitutes a legal, valid and binding obligation of Scruggs Company enforceable against it in accordance with its terms, except as enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in proceeding at law or in equity). Scruggs Company agrees and acknowledges that it will be jointly and severally liable for the Obligations as set forth in Section 2.18, subject to any limitations set forth therein.
Scruggs Company hereby ratifies and affirms the representations and warranties set forth in the Loan Documents, including the representations and warranties set forth in Article IV of the Credit Agreement, and with respect to Section 4.23, Scruggs Company represents and warrants that its “location” (within the meaning of Article 9 of the UCC) is the State of Georgia.
Scruggs Company agrees to execute any and all additional documents required under the Credit Agreement or reasonably requested by Agent. Scruggs Company, jointly and severally with Borrowers and Guarantors, agrees to reimburse Agent and Lenders for their respective out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement, including reasonably fees, disbursements and other charges of counsel for Agent and Lenders.
Scruggs Company shall receive notices and other communications at the following address:
290 Healthwest Drive, Suite 2
Dothan, AL 36303
E. Conditions Precedent. Agent, Lenders, Borrowers and Guarantor hereby agree that this Agreement shall not be effective until the following conditions have been met:
(a) All conditions set forth in Section 3.02 have been satisfied;
(b) Receipt by Agent of a fully executed copy of this Amendment;
(c) Receipt by each Lender of an Amendment to Term Loan Note;
(d) Receipt by Agent of a Closing and Incumbency Certificate dated as of the date hereof, in form and content acceptable to Agent;
(e) Receipt by Agent of a Notice of Borrowing for the additional Term Loan Advance;
(f) the Security Agreement and the other Collateral Documents, each in form and content satisfactory to Agent, shall have been duly executed by the applicable Loan Parties and delivered to Agent and shall be in full force and effect and each document (including each UCC financing statement) required by law or reasonably requested by Agent to be filed, registered or recorded in order to create in favor of Agent for the benefit of Secured Parties, upon filing, recording or possession by Agent, as the case may be, a valid, legal and perfected first priority security interest in and Lien on the Collateral described in the Collateral Documents shall have been delivered to Agent; Borrowers shall also deliver or cause to be delivered the certificates (with undated stock powers executed in blank) for all Equity Interests pledged to Agent for the benefit of Secured Parties pursuant to the Pledge Agreement;
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(g) Agent shall have received and found acceptable (i) all consents, approval, authorizations, registrations or filings required to be made or obtained by Borrowers in connection with this Agreement, (ii) evidence that such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods have expired, and (iii) evidence that no investigation or inquiry by any Governmental Authority regarding this Agreement, any credit facility set forth in this Agreement, or any transaction being financed with any Advance exists or is ongoing;
(g) Agent shall have received and found acceptable all documentation evidencing the transaction to purchase all Equity Interests of Scruggs Company by Holdings, and such transaction shall have closed (or shall close concurrent with the funding of the additional Term Loan Advance); and
(h) Agent shall have received evidence of the completion of an initial public offer by Guarantor.
F. Effect on Loan Documents. Each of the Loan Documents shall be deemed amended as set forth hereinabove and to the extent necessary to carry out the intent of this Agreement. Without limiting the generality of the foregoing, each reference in the Loan Documents to the “Note”, the “Credit Agreement”, or any other “Loan Documents” shall be deemed to be references to said documents, as amended hereby. Except as is expressly set forth herein, all of the Loan Documents and the Guaranty shall remain in full force and effect in accordance with their respective terms and all of the remaining terms and provisions of the Loan Documents and the Guaranty are hereby ratified and confirmed. Borrower agrees that Loan Documents shall continue to evidence, secure, guarantee or relate to, as the case may be, the Loans. Guarantor agrees that the Guaranty shall continue to secure the Loan.
G. Representations and Warranties. Each representation and warranty contained in the Loan Documents is hereby reaffirmed as of the date hereof. The Borrowers hereby represent, warrant and certify to Lenders that no Event of Default nor any condition or event that with notice or lapse of time or both would constitute an Event of Default, has occurred and is continuing under any of the Loan Documents or the Loan, and that Borrowers have no offsets or claims against any Lender arising under, related to, or connected with the Loan, the Credit Agreement or any of the other Loan Documents.
Guarantor hereby consents to the modifications, amendments and terms as described herein, and acknowledges, reaffirms and restates the continuing effect of its Guaranty and its obligations to Bank for the obligations of Borrower as set forth in its Guaranty. Guarantor hereby represents that Guarantor has no offsets or claims against Agent or Lenders arising under, related to or connected with the Credit Agreement or any of the other Loan Documents or otherwise. For the avoidance of doubt, the Guarantor hereby agrees and acknowledges that Section 10.13 of the Credit Agreement is not applicable to the Guarantor.
H. Additional Documentation; Expenses. If requested by Agent, Borrowers and Guarantor shall provide to Agent (i) certified resolutions properly authorizing the transactions contemplated hereby and the execution of this Agreement and all other documents and instruments being executed in connection herewith; and (ii) all other documents and instruments required by Agent; all in form and substance satisfactory to Agent. Borrowers shall pay any recording and all other expenses incurred by Agent and Borrowers in connection with the modification of the Loans and any other transactions contemplated hereby, including without limitation, any applicable title or other insurance premiums, survey costs, legal expenses, recording fees and taxes.
11
I. Release of Claims. The Borrowers acknowledge and confirm their obligations to the Lenders for repayment of the Loans and indebtedness evidenced by the Notes (the “Indebtedness”), and the Guarantor acknowledges and confirms its obligations to the Agent and the Lenders for the obligations of the Borrowers as set forth in its Guaranty. The Borrowers and the Guarantor further acknowledge and represent that they have no defense, counterclaim, offset, cross-complaint, claim or demand of any kind or nature whatsoever (collectively, the “Loan Defenses” ) that can be asserted to reduce or eliminate all or any part of their liability to repay the Indebtedness to the Lenders. To the extent that any such Loan Defenses exist, and for and in consideration of the Lenders’ commitments contained in this Agreement, the receipt and sufficiency of which are hereby acknowledged, they are hereby fully, forever and irrevocably released.
By their execution below, for and in consideration of the Lenders’ commitments contained in this Agreement, the receipt and sufficiency of which are hereby acknowledged, the Borrowers and the Guarantor, for themselves and for their respective successors, executors, heirs, administrators, and assigns, each hereby acknowledge and agree that neither the Lenders, nor any of their officers, directors, employees, agents, servants, representatives, attorneys, loan participants, successors, successors-in-interest, predecessors-in-interest and assigns (hereinafter referred to collectively as the “Released Parties”) have interfered with or impaired the acquisition, collection, use, ownership, disposition, disbursement, leasing or sale of any of the collateral which secures the Loan (the “Collateral”), and that neither the Borrowers nor the Guarantor any claim of any nature whatsoever, at law, in equity or otherwise, against the Released Parties, or any of them, as a result of any acts or omissions of the Released Parties, or any of them, under the Loan Documents or in connection to the Loans or the Collateral prior to and including the date hereof. Each of the Borrowers and the Guarantor, for themselves and for their respective successors, executors, heirs, administrators, and assigns, hereby unconditionally waive and release the Released Parties, and forever discharge the Released Parties, of and from and against any and all manner of action, suits, claims, counterclaims, causes of action, offsets, deductions, breach or breaches, default or defaults, debts, dues, sums of money, accounts, deposits, damages, expenses, losses, liabilities, costs, expenses, any and all demands whatsoever and compensation of every kind and nature, past, present, and future, known or unknown (herein collectively, “Claims”) that the Borrowers, the Guarantor, or any of the Borrowers’, or any of the Guarantor’s successors, successors-in-interest, heirs, executors, administrators, or assigns, or any one of them, can or now have or may have at any time hereafter against the Released Parties, or any of them, by reason of any matter, cause, transaction, occurrence or omission whatsoever, which happened or has happened on or before the date of this Agreement, on account of or arising from or which is connected in any manner whatsoever with the Loans, the Indebtedness, the Collateral, the Loan Documents, any related documents, or any and all collateral which has served or is serving as security for the Loans or the Loan Documents, or which is related to any and all transactions and dealings with among Lenders, the Borrowers and/or the Guarantor, or any other matter or thing that has occurred before the signing of the Agreement, known or unknown. Any and all such Claims are hereby declared to be satisfied and settled, and the Borrowers and the Guarantor, for themselves and for their respective successors, executors, heirs, administrators, and assigns, each hereby discharge the Released Parties from any liability with respect to any and all such Claims.
J. Waiver of Trial by Jury. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER
12
LOAN DOCUMENT OR THE TRANSACTION CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
K. Counterparts. This document may be executed in any number of identical counterparts, each of which for all purposes is deemed an original, and all of which constitute collectively one (1) document and agreement, but in making proof of this document, it shall not be necessary to produce or account for more than one such counterpart, and counterpart pages may be combined into one single document.
This Agreement is intended to take effect as a sealed instrument.
[Remainder of this page is blank – signature pages follow]
13
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed, under seal, by their respective Responsible Officers effective as of the day and year first above written.
| CONSTRUCTION PARTNERS HOLDINGS, INC., a Delaware corporation, formerly known as Construction Partners, Inc. | WIREGRASS CONSTRUCTION COMPANY, INC., an Alabama corporation | |||||||
| By: | /s/ R. Alan Palmer |
By: | /s/ R. Alan Palmer | |||||
| Name: | R. Alan Palmer | Name: | R. Alan Palmer | |||||
| Title: | Vice President | Title: | Vice President | |||||
| C. W. ROBERTS CONTRACTING, INCORPORATED, a Florida corporation | FRED SMITH CONSTRUCTION, INC., a North Carolina corporation | |||||||
| By: | /s/ R. Alan Palmer |
By: | /s/ R. Alan Palmer | |||||
| Name: | R. Alan Palmer | Name: | R. Alan Palmer | |||||
| Title: | Vice President | Title: | Vice President | |||||
| EVERETT DYKES GRASSING CO., INC., a Georgia corporation |
FSC II, LLC, a North Carolina limited liability company | |||||||
| By: | /s/ R. Alan Palmer |
By: | /s/ R. Alan Palmer | |||||
| Name: | R. Alan Palmer | Name: | R. Alan Palmer | |||||
| Title: | Vice President | Title: | Vice President | |||||
| THE SCRUGGS COMPANY, a Georgia corporation |
||||||||
| By: | /s/ R. Alan Palmer |
|||||||
| Name: | R. Alan Palmer | |||||||
| Title: | Vice President | |||||||
| CONSTRUCTION PARTNERS, INC., a Delaware corporation, as a Guarantor | ||
| By: | /s/ R. Alan Palmer | |
| Name: | R. Alan Palmer | |
| Title: | Vice President | |
| COMPASS BANK, as Agent, Issuing Bank and a | ||
| Lender | ||
| By: | /s/ John Brown | |
| Name: | John Brown | |
| Title: | Sr. Vice President | |
| SERVISFIRST BANK, as a Lender | ||
| By: | /s/ B. Harrison Morris | |
| Name: | B. Harrison Morris | |
| Title: | President & CEO | |
Exhibit A
Credit Agreement Schedule Addenda
[See attached.]
Schedule 1.01
Collateral Locations
Leased Locations:
| (a) | South 1/3 of Land Lot 523, 10th Land District, Berrien County, GA |
| (b) | Original Land Lot No. 522 in the 5th Land District, Berrien County, GA |
| (c) | Lots 398, 430 and 431 in the 9th Land District, Cook County, GA |
Owned Locations:
| (a) | Highway 135 South, Willacoochee, Berrien County, GA |
| (b) | GA Highway 41 South, Cordele, Crisp County, GA |
| (c) | 4679 Old Highway 41 North, Hahira, Lowndes County, GA |
| (d) | 321 Ross Road, Lenox, Cook County, GA |
| (e) | Highway 280 South, Mt Vernon, Montgomery County, GA |
| (f) | MJ Taylor Road, Adel, Cook County, GA |
| (g) | Maddox Road, Ochlocknee, Thomas County, GA |
| (h) | 1778 Nine Dime Doctor Rd., Meigs, Thomas County, GA |
Schedule 4.14
Equity Interests
The Scruggs Company
| Stock Type |
Authorized Shares |
Issued Shares |
Ownership of Shares | Certificate Number |
||||||||||
| Class A Voting |
50,000 | 451 | Construction Partners Holdings, Inc. | 67 | ||||||||||
| Class B Non-Voting |
950,000 | 22,550 | Construction Partners Holdings, Inc. | 68 | ||||||||||
Schedule 4.18
Labor Matters
None
Schedule 4.26
Material Contracts
[See attached.]
| Schedule 2.12: Listing of Contracts | added partial info on new jobs on 5/2/18 |
| Job# |
Job Name |
Location |
Project or contract |
Contract Amount at Award |
Completion Date at Award |
LD’s / day | Lookup & Sum changes to ContractAmt |
Current Contract Amount |
Lookup & sum Changes to Completion Date |
Current Contract Completion Date |
Are there Notes Attached? |
# of subs |
$-Value of subs This Job |
# of PO’s |
$-Value of PO’s This Job |
|||||||||||||||||||||||||||||||||||||||
| 1879 |
GDOT - US B4/SR 38 EAST-10.162 miles widening/resurfacing | Clinch & Ware | Eds00-0084-00(023), Bhn00-0007703 (025) | $ | 55,867,848.99 | 06/30/2018 | $ | 6,089.00 | $ | 6,456,275.75 | $ | 52,324,124.75 | 457 | 09/30/2019 | see notes | 15 | $ | 23,194,602.64 | 2 | $ | 543,829.68 | |||||||||||||||||||||||||||||||||
| 1890 |
Lowndes Co BOC – paving various roads | Lowndes Co | Paving Various Roads | $ | 1,198,100.00 | ? | ? | $ | 0.00 | $ | 1,198,100.00 | 0 | ? | see notes | 1 | $ | 300,000.00 | 0 | $ | 0.00 | ||||||||||||||||||||||||||||||||||
| 1891 |
GDOT- OLD Hwy 133 Widening & resurfacing Berlin | Brooks Colquitt Co | STP00-0000-00(545) | $ | 32,043,562.43 | 04/30/2018 | $ | 1,869.00 | $ | 3,216,759.64 | $ | 35,260,322.07 | 15 | 05/15/2018 | _ | 13 | $ | 6,071,139.47 | 1 | $ | 242,047.94 | |||||||||||||||||||||||||||||||||
| 1916 |
GDOT-NEW Hwy 133 Widening/Resurfacing MORVEN | Brooks Co | STP00-0000-00(544) | $ | 26,708,417.83 | 10/31/2018 | $ | 1,869.00 | $ | 1,562,522.90 | $ | 28,270,940.73 | 0 | 10/31/2018 | _ | 15 | $ | 6,002,866.11 | 8 | $ | 4,656,259.52 | |||||||||||||||||||||||||||||||||
| 1933 |
Sub from McCoy Grading-Valdosta High School-asphalt paving | Lowndes Co | Lowndes Co | $ | 1,221,340.42 | |
Winter 2018 |
|
? | $ | 0.00 | $ | 1,221,340.42 | 0 | Winter 2018 | _ | 1 | $ | 0.00 | 0 | $ | 0.00 | ||||||||||||||||||||||||||||||||
| 1939 |
Sub from So Conc-GDOT-asph paving | Grady | 0014177 | $ | 75,802.00 | ? | ? | $ | 0.00 | $ | 75,802.00 | 0 | ? | _ | 1 | $ | 0.00 | 0 | $ | 0.00 | ||||||||||||||||||||||||||||||||||
| 1946 |
GDOT-14.093 miles Micro Milling & Resurfacing I-75 | Lowndes | M004806 | $ | 10,609,988.98 | 09/30/2017 | $ | 11,191.00 | $ | 0.00 | $ | 10,609,988.98 | 303 | 07/30/2018 | see notes | 5 | $ | 2,282,801.75 | 3 | $ | 1,093,791.99 | |||||||||||||||||||||||||||||||||
| 1949 |
GDDT-Resurfacing SR 125 | Berrien Lanier Lowndes | M004982 | $ | 1,120,494.24 | 01/31/2018 | $ | 247.00 | $ | 0.00 | $ | 1,120,494.24 | 0 | 01/31/2018 | see notes | 3 | $ | 98,673.00 | 1 | $ | 168,674.80 | |||||||||||||||||||||||||||||||||
| 1957 |
Lowndes Co BOC-Resurface 5 county roads | Lowndes Co | Eng2017-01 | $ | 2,096,115.11 | 10/17/2017 | ? | $ | 28,561.25 | $ | 2,124,676.36 | 257 | 07/01/2018 | see notes | 4 | $ | 127,557.50 | 1 | $ | 8,474.67 | ||||||||||||||||||||||||||||||||||
| 1960 |
Thomas Co BOC-Resurf co rds-Metcalfe, Hall, Airport, Harts Mill | Thomas Co | Resurf Co Rds-Metcalfe, Hall, Airport, Harts Mill | $ | 1,397,662.31 | 11/09/2017 | ? | $ | 1,200.00 | $ | 1,398,862.31 | 0 | 11/09/2017 | see notes | 1 | $ | 71,060.00 | 1 | $ | 295,320.00 | ||||||||||||||||||||||||||||||||||
| 1961 |
City of Thomasville-2017 SPLOST/LMIG | Thomas Co | 2017 Splost/Lmig | $ | 1,589,218.06 | 03/19/2018 | ? | $ | 69,941.00 | $ | 1,629,159.06 | 12 | 03/31/2018 | see notes | 3 | $ | 786,187.00 | 1 | $ | 9,429.40 | ||||||||||||||||||||||||||||||||||
| 1963 |
Berrien Co BOC-2017 LMIG Resurfacing | Berrian | 2017 Lmig Resurfacing | $ | 898,815.00 | 10/28/2018 | $ | 300.00 | $ | 0.00 | $ | 898,815.00 | 0 | 10/28/2018 | see notes | 1 | $ | 28,126.25 | 0 | $ | 0.00 | |||||||||||||||||||||||||||||||||
| 1964 |
GDOT-Resurface SR 37 | Colquit | MDO5049 | $ | 2,317,469.81 | 06/30/2018 | $ | 391.00 | $ | 0.00 | $ | 2,317,469.81 | 0 | 06/30/2018 | _ | 3 | $ | 195,099.62 | 1 | $ | 423,559.50 | |||||||||||||||||||||||||||||||||
| 1966 |
GDOT-PVMT Preservation-Widening SR 135 (MM 0-6.921) | Lanier Co | 4B4O0-Doo0000925 | $ | 506,422.69 | ? | ? | $ | 0.00 | $ | 505,422.69 | 0 | ? | see notes | 1 | $ | 13,500.00 | 0 | $ | 0.00 | ||||||||||||||||||||||||||||||||||
| 1968 |
City of Camilla-paving improvements | Mitchell Co | Paving Improvements | $ | 672,365.05 | 04/08/2018 | $ | 200.00 | $ | 0.00 | $ | 672,365.06 | 0 | 04/08/2018 | _ | 2 | $ | 90,369.25 | 0 | $ | 0.00 | |||||||||||||||||||||||||||||||||
| 1969 |
Tift Co BOC-Windy Hill & Oakridge Church Rd | Tift Co | Windy Hill & Oakridge Church Rd | $ | 730,839.89 | 07/16/2018 | $ | 200.00 | $ | 0.00 | $ | 730,839.89 | 0 | 07/16/2018 | _ | 2 | $ | 37,649.00 | 1 | $ | 94,808.42 | |||||||||||||||||||||||||||||||||
| 1970 |
Lowndes Co Emergency Repair-Foxborough Subdivision | Lowndes Co | Emergency Repair- Foxborough Subdivision | $ | 30,100.00 | 02/28/2018 | $ | 0.00 | $ | 30,100.00 | 0 | 02/28/2018 | see notes | 1 | $ | 0.00 | 0 | $ | 0.00 | |||||||||||||||||||||||||||||||||||
| 1971 |
Lowndes Co BOC – Stafford Wright Rd | Lowndes Co | Stafford Wright Rd | $ | 2,691,185.03 | 08/23/2018 | $ | 500.00 | $ | 0.00 | $ | 2,691,185.03 | 0 | 02/23/2018 | - | 6 | $ | 1,479,197.50 | 1 | $ | 73,769.05 | |||||||||||||||||||||||||||||||||
| 1972 |
GDOT-Pvmt Preserv-SR 90 (MM 0.00 to 6.0) | Irwin Co | 4B4O0-Doo0001095 | $ | 362,120.83 | ? | ? | $ | 0.00 | $ | 362,120.83 | 0 | ? | see notes | 1 | $ | 11,080.00 | 0 | $ | 0.00 | ||||||||||||||||||||||||||||||||||
| 1973 |
GDOT-Pvmt Preserv SR 90 (MM 6.00 to 11.7) | Irwin Co | 4B4O0-Doo0001096 | $ | 366,705.05 | ? | ? | $ | 0.00 | $ | 366,705.05 | 0 | ? | see notes | 1 | $ | 10,315.00 | 0 | $ | 0.00 | ||||||||||||||||||||||||||||||||||
| 1974 |
GDOT - Pvmt Preserv SR 135 LANIER & BERRIEN CO | Lanier, Berrien | 4B4O0-Doo0001097 | $ | 361,887.04 | ? | ? | $ | 0.00 | $ | 361,887.04 | 0 | ? | see notes | 1 | $ | 11,300.00 | 0 | $ | 0.00 | ||||||||||||||||||||||||||||||||||
| 1975 |
GDOT – Pvmt Preserv- Widen SR 135 (MM 5.50 to 10.75) | Berrian Co | 4B4O0-Doo0001102 | $ | 306,148.92 | ? | ? | $ | 0.00 | $ | 306,148.92 | 0 | ? | see notes | 1 | $ | 9,200.00 | 0 | $ | 0.00 | ||||||||||||||||||||||||||||||||||
| 1976 |
Grady Co BOC- Gainous Rd widen/resup | Grady Co | Gainous Rd Widen/Resurf | $ | 131,923.15 | 07/16/2018 | $ | 200.00 | $ | 0.00 | $ | 131,923.15 | 0 | 07/16/2018 | - | 1 | $ | 5,487.50 | 0 | $ | 0.00 | |||||||||||||||||||||||||||||||||
| 1977 |
Tift Co BOC – Moore Hwy Improvements | Tift Co | Moore Hwy Improvements | $ | 1,069,763.94 | 10/16/2018 | $ | 200.00 | $ | 0.00 | $ | 1,069,763.94 | 0 | 16/10/2018 | - | 6 | $ | 244,972.00 | 1 | $ | 88,562.06 | |||||||||||||||||||||||||||||||||
| 1979 |
Teramore Development - Dollar General | Lowndes Co | Statenville Hhaw Stone | $ | 296,212.44 | NA | $ | 0.00 | $ | 0.00 | $ | 296,212.44 | 0 | NA | 7 | $ | 61,500.50 | 1 | $ | 1,915.94 | ||||||||||||||||||||||||||||||||||
| 1980 |
City of Cairo, LMIG/Street & Drainage | Grady Co | -- | $ | 1,157,720.57 | 12/01/2018 | $ | 200.00 | $ | 0.00 | $ | 1,157,720.57 | 0 | 12/01/2018 | 3 | $ | 147,490.00 | 4 | $ | 217,738.57 | ||||||||||||||||||||||||||||||||||
| 1981 |
GDOT-PVMT Preserv- Widen SR 7 9US 41) | Lowndes Co | 4B4O0-DOT0001184 | $ | 156,944.47 | |
90 Days After NTP/ Summer |
|
$ | 0.00 | $ | 0.00 | $ | 156,944.47 | 0 | After NTP/ Summer | 2 | $ | 23,310.80 | 0 | $ | 0.00 | ||||||||||||||||||||||||||||||||
| Schedule 2.12: Listing of Contracts | added partial info on new jobs on 5/2/18 |
| Job# |
Job Name |
Location | Project or contract Number |
Contract Amount at Award |
Completion |
LD’s/ day |
Lookup & Sum changes to Contract Amt |
Current Contract Amount |
Lookup & sum Changes to Completion |
Current Contract Completion Date |
Are there Notes Attached? |
# of subs |
S-Value of subs This Job |
# of PO’s |
S-Value of PO’s This Job |
|||||||||||||||||||||||||||||||||||
| 1982 |
City of Valdosta - Asphalt Patching | Valdosta | — | $ | 11,242.61 | Completed | $ | 0.00 | $ | 0.00 | $ | 11,242.61 | 0 | Completed | 0 | $ | 0.00 | 0 | $ | 0.00 | ||||||||||||||||||||||||||||||
| 1983 |
Moutire Municipal Airport, Pvmnt Rehab & Taxlane Crack Seal | Colquit Co | — | $ | 714,040.55 | 90 Days After NTP/ After march | $ | 150.00 | $ | 0.00 | $ | 714,040.55 | 0 | After NTP/ After march | 3 | $ | 208,975.26 | 0 | $ | 0.00 | ||||||||||||||||||||||||||||||
| 1984 |
GDOT - Milling and Resrufacings SR 38 (Hwy 84) | Lowndes co | M005019 / M00636 | $ | 733,249.55 | 12/31/2018 | $ | 151.00 | $ | 0.00 | $ | 733,249.55 | 0 | 12/31/2018 | 4 | $ | 103,421.68 | 0 | $ | 0.00 | ||||||||||||||||||||||||||||||
| 1985 |
City of Ray City-2017 LMIG - Pauline St | Location | $ | 67,397.30 | mm/dd/yyyy | ? | $ | 0.00 | $ | 67,397.30 | 0 | mm/dd/yyyy | 0 | $ | 0.00 | 0 | $ | 0.00 | ||||||||||||||||||||||||||||||||
| 1986 |
VALDOSTA COUNTRY CLUB-CART PATH RPR | Location | $ | 0.00 | mm/dd/yyyy | ? | $ | 0.00 | $ | 0.00 | 0 | mm/dd/yyyy | 0 | $ | 0.00 | 0 | $ | 0.00 | ||||||||||||||||||||||||||||||||
| 1987 |
City of Lenox - Resurface East Revels St | Location | $ | 59,758.11 | mm/dd/yyyy | ? | $ | 0.00 | $ | 59,758.11 | 0 | mm/dd/yyyy | 0 | $ | 0.00 | 0 | $ | 0.00 | ||||||||||||||||||||||||||||||||
| 1988 |
GDOT-Pvmt Preservation widen SR7(US41) | Location | $ | 485,335.16 | mm/dd/yyyy | ? | $ | 0.00 | $ | 485,335.16 | 0 | mm/dd/yyyy | 0 | $ | 0.00 | 0 | $ | 0.00 | ||||||||||||||||||||||||||||||||
| 1989 |
GDOT-Pvtm Preservation widen SR135 | Location | $ | 611,340.25 | mm/dd/yyyy | ? | $ | 0.00 | $ | 611,340.25 | 0 | mm/dd/yyyy | 0 | $ | 0.00 | 0 | $ | 0.00 | ||||||||||||||||||||||||||||||||
| 1990 |
City of Nashville-LMIG Resurfacing 10 st | Location | $ | 183,133.13 | mm/dd/yyyy | ? | $ | 0.00 | $ | 183,133.13 | 0 | mm/dd/yyyy | 0 | $ | 0.00 | 0 | $ | 0.00 | ||||||||||||||||||||||||||||||||
| 1991 |
City of Ashbum-LMIG Resurfacing | Location | $ | 152,836.05 | mm/dd/yyyy | ? | $ | 0.00 | $ | 152,836.05 | 0 | mm/dd/yyyy | 0 | $ | 0.00 | 0 | $ | 0.00 | ||||||||||||||||||||||||||||||||
| 1992 |
LANGDALE POWERSPORTS | Location | $ | 539,857.25 | mm/dd/yyyy | ? | $ | 0.00 | $ | 539,857.25 | 0 | mm/dd/yyyy | 0 | $ | 0.00 | 0 | $ | 0.00 | ||||||||||||||||||||||||||||||||
| 1993 |
Thomas Co BOC-Resuf & widening | Location | $ | 3,678,712.51 | mm/dd/yyyy | ? | $ | 0.00 | $ | 3,678,712.51 | 0 | mm/dd/yyyy | 0 | $ | 0.00 | 0 | $ | 0.00 | ||||||||||||||||||||||||||||||||
| 1994 |
Berrien Co BOC-Off System Safety Stripe | Location | $ | 15,895.48 | mm/dd/yyyy | ? | $ | 0.00 | $ | 15,895.48 | 0 | mm/dd/yyyy | 0 | $ | 0.00 | 0 | $ | 0.00 | ||||||||||||||||||||||||||||||||
| 1995 |
GDOT-PCCPvmmt Rehab Sidewalk SR 133 Lwds | Location | $ | 460,809.47 | mm/dd/yyyy | ? | $ | 0.00 | $ | 460,809.47 | 0 | mm/dd/yyyy | 0 | $ | 0.00 | 0 | $ | 0.00 | ||||||||||||||||||||||||||||||||
| 1996 |
GDOT-PCCPvmnt Rehab Sidewalk SR 11 Echols | Location | $ | 627,500.52 | mm/dd/yyyy | ? | $ | 0.00 | $ | 627,500.52 | 0 | mm/dd/yyyy | 0 | $ | 0.00 | 0 | $ | 0.00 | ||||||||||||||||||||||||||||||||
| 1997 |
Sub from A&K Realty Jacuzzi | Location | $ | 134,400.00 | mm/dd/yyyy | ? | $ | 0.00 | $ | 134,400.00 | 0 | mm/dd/yyyy | 0 | $ | 0.00 | 0 | $ | 0.00 | ||||||||||||||||||||||||||||||||
| 1998 |
2018 LMIG Resurf, Lowndes BOC | Location | $ | 1,582,919.75 | mm/dd/yyyy | ? | $ | 0.00 | $ | 1,582,919.75 | 0 | mm/dd/yyyy | 0 | $ | 0.00 | 0 | $ | 0.00 | ||||||||||||||||||||||||||||||||
| 1999 |
City of Morven - 2nd Str Grading & Drain | Location | $ | 55,931.49 | mm/dd/yyyy | ? | $ | 0.00 | $ | 55,931.49 | 0 | mm/dd/yyyy | 0 | $ | 0.00 | 0 | $ | 0.00 | ||||||||||||||||||||||||||||||||
| ?? |
Titt Airport Apm Rehab | Location | $ | 260,715.10 | mm/dd/yyyy | ? | $ | 0.00 | $ | 260,715.10 | 0 | mm/dd/yyyy | 0 | $ | 0.00 | 0 | $ | 0.00 | ||||||||||||||||||||||||||||||||
Schedule 4.30
Surety Obligations
[See attached.]
| STATUS per March 31 2018 reports | ||||||||||||||||||||||||||||||||||||||||||
| for the month of Mar-18 |
STATUS OF JOB TO DATE | Note:“#” below indicates |
Basis for Percent-Complete Adjustments | |||||||||||||||||||||||||||||||||||||||
| Bonded? |
JOB | DESCRIPTION |
TOTAL COST |
ACTUAL BILLING |
%-COMPLETE ADJUSTMENT |
NET INCOME |
% net actual |
% net Asbid |
billing <% compl % cost, % billed |
REMAINING COST |
REMAINING BILLING |
Notes & Comments | ||||||||||||||||||||||||||||||
| Yes |
1879 | GDOT-US 84 EAST, Clinch/Ware Counties | 28,728,536 | 37,270,145 | (2,947,666 | ) | 5,593,944 | 19 | % | 8 | % | 55.6%, 60.4% | 22,940,727.00 | 24,460,018.00 | Underway, appears to be going well, see detailed analysis | |||||||||||||||||||||||||||
| Yes |
1890 | Lowndes Co BOC-paving various rds | 304,966 | 364,647 | (1,459 | ) | 58,222 | 19 | % | 17 | % | 30.6%, 30.7% | 693,007.35 | 823,852.93 | Mid-stages, no changes to%-net indicated, anticipate owner will have add’l ready to restart work Sum 2018, have beaten illegible on work done | |||||||||||||||||||||||||||
| Yes |
1891 | GDOT-Hwy 133 Widening - Berlin (Colo/Brooks) | 25,130,271 | 25,948,321 | +11,040 | 829,090 | 3 | % | 7 | % | #82.9%, 82.8% # | 5,192,415.00 | 5,374,761.00 | Late Stages, will not make bidline budget, see detailed analysis | ||||||||||||||||||||||||||||
| Yes |
1916 | GDOT-Hwy 133 Widening - Morven (Brooks) | 17,319,675 | 20,345,730 | (985,716 | ) | 2,040,339 | 12 | % | 11 | % | 71.6%, 75.3% | 6,867,459.00 | 6,690,762.00 | Mid Stages, good probability of beating the bidtime budget, see detailed analysis | |||||||||||||||||||||||||||
| Yes |
1923 | GDOT-Resurf SR520 (Hwy 82) | 5,556,048 | 6,577,017 | (5,913 | ) | 1,015,056 | 18 | % | 12 | % | 99.9%, 100.0% | 5,000.00 | 0.00 | Waiting on trailling costs, final acceptance. There is a punch list on the white topping & out subcontractor should be responsible finacially | |||||||||||||||||||||||||||
| Yes |
1928 | GDOT-SR 37 Resurfacing | 1,400,637 | 1,732,356 | (124 | ) | 331,595 | 24 | % | 16 | % | 100.0%, 100.0% | 100.00 | 0.00 | Waiting on trailling costs, final acceptance | |||||||||||||||||||||||||||
| No |
1933 | Sub from McCoy Grading-VHS asph pave | 941,620 | 1,183,559 | (1,256 | ) | 240,684 | 26 | % | 19 | % | 99.9%, 100.0% | 1,000.00 | 0.00 | Waiting on traling costs | |||||||||||||||||||||||||||
| Yes |
1935 | GDOT-HWY 319 (SR35) Milling/Resurf | 11,507,207 | 13,898,496 | (104 | ) | 2,391,185 | 21 | % | 13 | % | 100.0%, 100.0% | 500.00 | 500.00 | Waiting on changes order clarifying time. Should be a $0 Change | |||||||||||||||||||||||||||
| Yes |
1938 | Sub from Oxford-GDOT-US19 Median Crossov | 1,819,620 | 2,454,035 | (135 | ) | 634,280 | 35 | % | 15 | % | 100.0%, 100.0% | 100.00 | 0.00 | Waiting on trailing costs | |||||||||||||||||||||||||||
| No |
1939 | Sub from So Conc-GDOT-asph paving | 152 | — | +190 | 38 | 25 | % | 25 | % | #0.3%, 0.0% # | 60,434.45 | 75,802.58 | No work yet, no changes to bidtimes estimate indicated | ||||||||||||||||||||||||||||
| Yes |
1945 | GDOT-Resurfacing SR112 | 2,660,812 | 3,638,855 | (19,901 | ) | 958,141 | 36 | % | 16 | % | 99.4%, 100.0% | 15,000.00 | 500.00 | Pending some shoulder work, waiting on trailing costs and final acceptance | |||||||||||||||||||||||||||
| Yes |
1946 | GDOT-Micro Mill/Resurface 1-75 | 212,028 | 995,031 | (712,164 | ) | 70,839 | 33 | % | 20 | % | 2.7%, 9.4% | 7,740,873.25 | 9,614,957.78 | For Feb 2018, recognized clarifications and lowered final cost projection -$890K (i.e Raised Projected net). Planned restart May 1, 2018 | |||||||||||||||||||||||||||
| Yes |
1949 | GDOT-Resurfacing SR 125 | 7,523 | 1,111,602 | (151,899 | ) | 168,180 | 21 | % | 15 | % | 85.6%, 99.2% | 132,702.50 | 9,000.00 | Work near complete 3/31/18, but may have been under paid 120 +/ illegible, $8,892 in LD’S charged | |||||||||||||||||||||||||||
| Yes |
1955 | GDOT-Mill & Resurface Ashley Str (SRT) | 2,479,456 | 3,602,764 | +6,037 | 1,129,346 | 46 | % | 15 | % | #99.9%, 99.8% # | 2,000.00 | 8,948.00 | Pending c/o should clear most of $10,948 LD’s | ||||||||||||||||||||||||||||
| Yes |
1957 | Lowndes Co BOC-Resurf 5 County Rds | 1,424,627 | 1,985,530 | (19,454 | ) | 541,448 | 38 | % | 18 | % | 92.9%, 93.9% | 108,295.33 | 130,000.00 | Owner may add additional work, otherwise know work is complete | |||||||||||||||||||||||||||
| Yes |
1961 | City of Thomasville-2017 SPLOST/LMIG | 1,115,442 | 1,567,421 | (2,706 | ) | 449,273 | 40 | % | 20 | % | 99.8%, 100.0% | 2,000.00 | 100.00 | Waiting on final costs and acceptance, Billed 100% in Apil | |||||||||||||||||||||||||||
| Yes |
1963 | Berrien Co BOC-2017 LMIG Resurfacing | 629,144 | 789,748 | (46,944 | ) | 113,661 | 18 | % | 18 | % | 82.6%, 87.9% | 132,138.69 | 109,067.23 | Underway, seems to be going well | |||||||||||||||||||||||||||
| Yes |
1964 | GDOT-Resurface SR37 B3CBA1701622-0 | 11,824 | - | +13,243 | 1,419 | 12 | % | 12 | % | #0.6%, 0.0%# | 2,057,264.36 | 2,317,469.81 | No field work yet, no changes to bidtime estimate indicated | ||||||||||||||||||||||||||||
| Yes |
1966 | GDOT-PVMT PRESEVATION-widen SR1 135 | 302,949 | 454,880 | +5,002 | 156,933 | 52 | % | 20 | % | # 91.0%, 90.0%# | 30,000.00 | 50,542.27 | Billed 90% thru March, punch list work planned for end of April | ||||||||||||||||||||||||||||
| Yes |
1968 | City of Camilla -paving improvements | 384,578 | 626,841 | (184,420 | ) | 57,842 | 15 | % | 15 | % | 65.8%, 93.2% | 199,881.52 | 45,524.53 | Work began March 2018, Underway with no problems revealed, no illigible striping yet, May be complete on 4/30 | |||||||||||||||||||||||||||
| Yes |
1969 | Tift Co BOC-Windy Hill & Oakridge Ch Rd | 60,064 | 342,830 | (276,786 | ) | 5,980 | 10 | % | 10 | % | 9.0%, 46.9% | 604,602.87 | 388,010.08 | Work just began March 2018 , Began final dressing on 4/25 | |||||||||||||||||||||||||||
| Yes |
1971 | Lowndes Co BOC-Starfford Wright Rd | 1,027,690 | 1,019,594 | + 100,920 | 92,824 | 9 | % | 10 | % | # 41.6%, 37.9%# | 1,442,832.00 | 1,674,073.00 | Billings are still lagging costs, but analysis indicates it will catch up Assume - $40K illigible stored on side. | ||||||||||||||||||||||||||||
| STATUS per March 31 2018 reports | ||||||||||||||||||||||||||||||||||||||||||
| Note “#” below | ||||||||||||||||||||||||||||||||||||||||||
| for the month of | STATUS OF JOB TO-DATE | indicates | Basis for Percent-Complete Adjustments | |||||||||||||||||||||||||||||||||||||||
| Mar-18 | TOTAL | ACTUAL | %-COMPLETE | NET | % net | % net | billing < % compl | REMAINING | REMAINING | |||||||||||||||||||||||||||||||||
| Bonded? |
JOB | DESCRIPTION |
COST | BILLING | ADJUSTMENT | INCOME | actual | Asbid | % cost, % billed | COST | BILLING | Notes & Comments | ||||||||||||||||||||||||||||||
| Yes |
1972 | GDOT-Pvmt Preserv-SR 90 (MM 0.00 to 6.0) | 2,058 | — | + 2,304 | 246 | 12% | 12% | # 0.6%, 0.0% # | 321,351.01 | 362,120.83 | No field work yet, no changes to bidtime estimate indicated, may be 100% on 4/30 | ||||||||||||||||||||||||||||||
| Yes |
1973 | GDOT-Pvmt Preserv SR 90 (MM 6.00 to 11.7) | 2,084 | — | + 2,335 | 251 | 12% | 12% | # 0.6%, 0.0% # | 325,205.50 | 366,705.05 | No field work yet, no changes to bidtime estimate indicated, may be 100% on 4/30 | ||||||||||||||||||||||||||||||
| Yes |
1974 | GDOT-Pvmt Preserv-SR 135 Berrien Lanier | 259,689 | 361,887 | (1,388) | 100,810 | 39% | 10% | 99.6%, 100.0% | 1,000.00 | 0.00 | Billed 100% in Feb, but has March costs - also waiting on trailing costs, recognized beating estimate -$70K, should be 100% 4/30 | ||||||||||||||||||||||||||||||
| Yes |
1975 | GDOT-PVMT PRESEY-WIDEN SR 135 | 218,717 | 306,149 | (1,393) | 86,039 | 39% | 10% | 99.5%, 100.0% | 1,000.00 | 0.00 | Billed 100% in Feb, but has March costs - also waiting on trailing costs, recognized beating estimate -$60K, should be 100% 4/30 | ||||||||||||||||||||||||||||||
| Yes |
1976 | Grady Co BOC - Gainous Rd widen/resurf | 86,126 | 124,258 | (22,629) | 15,503 | 18% | 18% | 77.0%, 94.2% | 25,673.47 | 7,665.27 | Work began March 2018, Underway with no problems illigible should be 100% 4/30 | ||||||||||||||||||||||||||||||
| Yes |
1977 | Tift Co BOC-Moore Hwy Improvements | 19,145 | 37,067 | (15,971) | 1,952 | 10% | 10% | 2.0%, 3.5% | 951,660.03 | 1,032,696.82 | Minimum field work to date, no changes to bidtime estimate indicated | ||||||||||||||||||||||||||||||
| No |
1979 | Teramore Development-Dollar General | 201,943 | 296,212 | (13,976) | 80,293 | 40% | 14% | 95.3%, 100.0% | 10,000.00 | 0.00 | Billed 100% for March, but may have trailing costs in April | ||||||||||||||||||||||||||||||
| Yes |
1980 | City of Illigible- LMIG / Street & drainage | 232,582 | 303,063 | (35,538) | 34,943 | 15% | 15% | 23.1%, 26.2% | 773,920.90 | 854,657.24 | Underway, starting in March | ||||||||||||||||||||||||||||||
| Yes |
1981 | GDOT-Pvmt Preservation-Widen SR7(US41) | 10 | — | + 11 | 1 | 9% | 9% | # 0.0%, 0.0% # | 144,018.40 | 156,944.47 | No field work yet, no changes to bidtime estimate indicated | ||||||||||||||||||||||||||||||
| Yes |
1983 | Moultrie Municipal Airport-Pvmt Rehab &T/W Crack Seal | 4,054 | — | + 4,754 | 700 | 17% | 17% | # 0.7%, 0.0% # | 604,888.96 | 714,040.55 | No field work yet, no changes to bidtime estimate indicated | ||||||||||||||||||||||||||||||
| Yes |
1984 | GDOT-Milling & Resurfacing SR38(Hwy84) | 3,750 | — | + 4,199 | 449 | 12% | 12% | # 0.6%, 0.0% # | 651,105.46 | 733,249.55 | No field work yet, no changes to bidtime estimate indicated | ||||||||||||||||||||||||||||||
| Yes |
1985 | City of Ray City-2017 LMIG - Pauline St | 35,105 | 67,397 | (2,762) | 29,531 | 84% | 28% | 95.9%, 100.0% | 1,500.00 | 0.00 | Near 100% complete thru March, waiting on trailing costs | ||||||||||||||||||||||||||||||
| No |
1986 | VALDOSTA COUNTRY CLUB-CART PATH RPR | 28,949 | — | — | (28,949) | -100% | ? | ?? No Estimate | 7,600.00 | 0.00 | Will have April costs (at least $6600) | ||||||||||||||||||||||||||||||
| No |
1987 | City of Lenox - Resurface East Revels St | 5 | — | + 6 | 1 | 18% | 18% | # 0.0%, 0.0% # | 50,533.19 | 59,758.11 | No field work yet, no changes to bidtime estimate indicated | ||||||||||||||||||||||||||||||
| Yes |
1988 | GDOT-Pvmt Preservation widen SR7(US41) | 2,757 | — | + 3,143 | 386 | 14% | 14% | # 0.6%, 0.0% # | 422,983.07 | 485,335.16 | No field work yet, no changes to bidtime estimate indicated | ||||||||||||||||||||||||||||||
| Yes |
1989 | GDOT-Pvtm Preservation widen SR135 | 3,486 | — | + 4,009 | 523 | 15% | 15% | # 0.7%, 0.0%# | 528,141.82 | 611,340.25 | No field work yet, no changes to bidtime estimate indicated | ||||||||||||||||||||||||||||||
| Yes |
1990 | City of Nashville-LMIG Resurfacing 10 st | 934 | — | + 1,057 | 123 | 13% | 13% | # 0.6%, 0.0%# | 160,833.17 | 183,133.13 | No field work yet, no changes to bidtime estimate indicated | ||||||||||||||||||||||||||||||
| Yes |
1991 | City of Ashbum- LMIG Resurfacing | 1,009 | — | + 1,184 | 175 | 17% | 17% | # 0.8%, 0.0%# | 129,229.85 | 152,836.05 | No field work yet, no changes to bidtime estimate indicated | ||||||||||||||||||||||||||||||
| No |
1992 | LANGDALE POWERSPORTS | 3,697 | — | + 4,137 | 441 | 12% | 12% | # 0.8%, 0.0%# | 478,677.40 | 539,857.25 | No field work yet, no changes to bidtime estimate indicated | ||||||||||||||||||||||||||||||
| Yes |
1993 | Thomaas Co BOC-Resuf & widening | 18,761 | — | + 20,631 | 1,870 | 10% | 10% | # 0.6%, 0.0%# | 3,326,484.81 | 3,678,712.51 | No field work yet, no changes to bidtime estimate indicated | ||||||||||||||||||||||||||||||
| No |
1994 | Berrein Co BOC-Off System Safety Stripe | 3,505 | — | + 4,380 | 875 | 25% | 25% | # 27.6%, 0.0%# | 9,215.61 | 15,895.48 | No field work yet, no changes to bidtime estimate indicated | ||||||||||||||||||||||||||||||
2 of 3 pages
| STATUS per March 31 2018 reports | ||||||||||||||||||||||||||||||||||||||
| Note “#” below | ||||||||||||||||||||||||||||||||||||||
| for the month of | STATUS OF JOB TO-DATE | indicates | Basis for Percent-Complete Adjustments | |||||||||||||||||||||||||||||||||||
| Mar-18 | TOTAL | ACTUAL | %-COMPLETE | NET | % net | % net | billing < % compl | REMAINING | REMAINING | |||||||||||||||||||||||||||||
| Bonded? |
JOB | DESCRIPTION |
COST | BILLING | ADJUSTMENT | INCOME | actual | Asbid | % cost, % billed | COST | BILLING | Notes & Comments | ||||||||||||||||||||||||||
| Yes |
1995 | GDOT-PCCPvmnt Rehab Sidewalk SR 133 Lwds | — | — | — | — | 0 | % | 20% | 0.0%, 0.0% | 383,932.54 | 460,809.47 | No field work yet, no changes to bidtime estimate indicated | |||||||||||||||||||||||||
| Yes |
1996 | GDOT-PCCPvmnt Rehab Sidewalk SR 11 Echols | — | — | — | — | 0 | % | 25% | 0.0%, 0.0% | 502,129.56 | 627,500.52 | No field work yet, no changes to bidtime estimate indicated | |||||||||||||||||||||||||
| No |
1997 | Sub from A&K Realty Jacuzzi | — | — | — | — | 0 | % | 26% | 0.0%, 0.0% | 106,285.32 | 134,400.00 | No field work yet, no changes to bidtime estimate indicated | |||||||||||||||||||||||||
| Yes |
1998 | 2018 LMIG Resurf, Lowndes BOC | — | — | — | — | 0 | % | 8% | 0.0%, 0.0% | 1,472,446.13 | 1,582,919.75 | No field work yet, no changes to bidtime estimate indicated | |||||||||||||||||||||||||
| No |
1999 | City of Morwan - 2nd Str Grading & Drain | — | — | — | — | 0 | % | 19% | 0.0%, 0.0% | 47,173.49 | 55,931.49 | No field work yet, no changes to bidtime estimate indicated | |||||||||||||||||||||||||
| Yes |
pending | Tift Airport Aprn Rehab | — | — | — | — | 0 | % | 22% | 0.0%, 0.0% | 213,459.23 | 260,715.10 | No field work yet, no changes to bidtime estimate indicated | |||||||||||||||||||||||||
3 of 3 pages
Schedule 6.03
Loans and Advances
None
Schedule 6.05
Investments
None
Schedule 6.06
Debt
| Debtor |
Lender |
Approximate Balance (4/30/2018) |
||||
| The Scruggs Company |
Komatsu Financial Limited Partnership | $ | 121,463.08 | |||
| The Scruggs Company |
Komatsu Financial Limited Partnership | $ | 138,814.96 | |||
| The Scruggs Company |
Komatsu Financial Limited Partnership | $ | 128,718.86 | |||
| The Scruggs Company |
Caterpillar Financial Services Corporation | $ | 192,047.47 | |||
| The Scruggs Company |
Caterpillar Financial Services Corporation | $ | 250,838.47 | |||
| The Scruggs Company |
Paccar | $ | 229,082.79 | |||
| The Scruggs Company |
GM Financial (2017 Chevrolet Sierra) | $ | 32,089.76 | |||
Schedule 6.07
Liens
| Debtor |
Secured Party |
Filing Number | ||||
| The Scruggs Company |
Komatsu Financial Limited Partnership | 007-2016-001441 | ||||
| The Scruggs Company |
Komatsu Financial Limited Partnership | 007-2016-012253 | ||||
| The Scruggs Company |
Komatsu Financial Limited Partnership | 007-2017-019387 | ||||
| The Scruggs Company |
Caterpillar Financial Services Corporation | 067-2017-010094 | ||||
| The Scruggs Company |
Caterpillar Financial Services Corporation | 067-2018-000449 | ||||
| The Scruggs Company |
Paccar | 038-2018-005416 | ||||
| The Scruggs Company |
GM Financial (2017 Chevrolet Sierra) | N/A | ||||
Schedule 6.10
Operating Leases
(a) Lease between Scruggs Company, Baldree Pike Creek Ranch, LLC (“Ranch”), and Renasant Bank, dated December 30, 2016, recorded with the Clerk of the Cook County, Georgia Superior Court as Instrument No. 61, Book 803, Pages 126-134 on January 13, 2017, with Ranch having taken the property subject to the original lease with Baldree Oakridge Farm I, LLC as the original lessor
(b) Lease between Scruggs Company, David Clint Nettles, and the United States Department of Agriculture, dated May 24, 2017, recorded with the Clerk of the Berrien County, Georgia Superior Court at Book 883, Pages 18-26
(c) Lease between Scruggs Company and George F. McCranie, IV and Katherine Elnita Davis dated April 18, 2017, recorded with the Clerk of the Superior Court of Berrien County, Georgia at Book 876, Page 263-270 on April 21, 2017