Exhibit 10.1

 

Execution Version

 

AMENDMENT NO. 1 TO
 SECOND AMENDED AND RESTATED CREDIT AGREEMENT,

SECOND AMENDED AND RESTATED SECURITY AGREEMENT,

AND

SECOND AMENDED AND RESTATED PLEDGE AGREEMENT

 

THIS AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, SECOND AMENDED AND RESTATED SECURITY AGREEMENT, AND SECOND AMENDED AND RESTATED PLEDGE AGREEMENT (this “Amendment”) dated as of September 23, 2011, is among COMFORT SYSTEMS USA, INC., a Delaware corporation (the “Borrower”), the other entities identified as Guarantors on the signature pages hereto (the “Guarantors”) the several banks and other financial institutions signatories hereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Agent for the Lenders (the “Agent”).

 

RECITALS

 

A.            The Borrower, the Lenders and the Agent are parties to a Second Amended and Restated Credit Agreement dated as of July 16, 2010 (as amended, modified and supplemented prior to the date hereof, the “Credit Agreement”).

 

B.            The Borrower, the Guarantors, and the Agent are parties to a Second Amended and Restated Security Agreement dated as of July 16, 2010 (as amended, modified and supplemented prior to the date hereof, the “Security Agreement”).

 

C.            The Borrower, the Guarantors, and the Agent are parties to a Second Amended and Restated Pledge Agreement dated as of July 16, 2010 (as amended, modified and supplemented prior to the date hereof, the “Pledge Agreement”).

 

D.            The Borrower and the Guarantors have requested that the Lenders approve this Amendment to amend certain terms and provisions of the Credit Agreement, Security Agreement, and Pledge Agreement, as set forth herein.

 

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants set forth in this Amendment, the Borrower, the Guarantors, the Agent and the Lenders agree as follows:

 

1.             Defined Terms.  Unless otherwise defined in this Amendment, capitalized terms used in this Amendment have the meanings assigned to those terms in the Credit Agreement.

 

2.             Amendments to Credit Agreement.  The Credit Agreement is hereby amended as follows:

 

(a)           Section 1.1 of the Credit Agreement is hereby amended by adding the following definition in alphabetical order:

 

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“Amendment No. 1 Effective Date” means September 23, 2011.

 

(b)           Section 1.1 of the Credit Agreement is hereby amended by adding the following definition in alphabetical order:

 

“Change in Law” means (a) the adoption of any law, rule or regulation after the date of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by any Lender or the Issuing Bank (or, for purposes of Section 3.3), by any lending office of such Lender or by such Lender’s or the Issuing Bank’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement provided, that notwithstanding anything herein to the contrary, the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, or directives thereunder or issued in connection therewith shall be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

 

(c)           Section 1.1 of the Credit Agreement is hereby amended by adding the following to the end of the definitions of “Consolidated EBITDA”, “Consolidated Net Income” and “Consolidated Total Indebtedness”:

 

With respect to Non-Wholly Owned Subsidiaries, only that amount attributable to Borrower’s direct and indirect proportionate share shall be included for purposes of this calculation.

 

(d)           Section 1.1 of the Credit Agreement is hereby amended by adding the following definition in alphabetical order:

 

“Excluded Assets” means equity interests in any Unrestricted Subsidiary (including the Southeast Acquisition Entity), so long as a pledge or transfer of such equity interests would be prohibited or restricted under, or would require consent of a third party that is not an Affiliate pursuant to, the governing documents of such Unrestricted Subsidiary or any other agreement binding on the Restricted Persons or their assets; provided that (except with respect to the equity interests in the Southeast Acquisition Entity) in the event such pledge or transfer is not prohibited but is so restricted or would require such

 

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consent of a third party that is not an Affiliate, Borrower shall have used commercially reasonable efforts to satisfy such restriction or obtain such consent.

 

(e)           Section 1.1 of the Credit Agreement is hereby amended by deleting the definition of “Guarantors” in its entirety and substituting the following definition therefor:

 

“Guarantors” means, collectively, (a) each Subsidiary of the Borrower existing on the Amendment No. 1 Effective Date, other than an Immaterial Subsidiary or an Unrestricted Subsidiary, and (b) any Subsidiary of Borrower which executes and delivers a Guaranty to Agent after the date hereof, pursuant to Section 6.15.

 

(f)            Section 1.1 of the Credit Agreement is hereby amended by deleting clause (j) of the definition of “Indebtedness” and substituting the following therefor:

 

(j)            obligations with respect to letters of credit or applications or reimbursement agreements therefor (but, for the avoidance of doubt, excluding any obligations with respect to letters of credit to the extent they support other obligations constituting Indebtedness of a Restricted Person under this definition); or

 

(g)           Section 1.1 of the Credit Agreement is hereby amended by deleting the definition of “Maturity Date” in its entirety and substituting the following definition therefor:

 

“Maturity Date” means September 23, 2016.

 

(h)           Section 1.1 of the Credit Agreement is hereby amended by deleting the definition of “Net Leverage Ratio” in its entirety and substituting the following definition therefor:

 

“Net Leverage Ratio” means the ratio, determined as of the end of each of Borrower’s Fiscal Quarters for the then most-recently ended four consecutive Fiscal Quarters, of (a) its Consolidated Total Indebtedness on such day minus the amount, if any, by which (i) its and its Subsidiaries’ cash and Cash Equivalents exceed (ii) $20,000,000 to (b) its Consolidated EBITDA for such period.  With respect to Non-Wholly Owned Subsidiaries, only that amount of cash and Cash Equivalents attributable to Borrower’s direct and indirect proportionate share shall be included for purposes of this calculation.

 

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(i)            Section 1.1 of the Credit Agreement is hereby amended by adding the following definition in alphabetical order:

 

“Non-Wholly Owned Subsidiary” means, with respect to any Person, any entity in which such Person directly or indirectly owns equity interests which represent less than 100% of the total equity interests (other than qualifying shares required to be owned by directors) of such entity.

 

(j)            Section 1.1 of the Credit Agreement is hereby amended by deleting the definition of “Restricted Person” in its entirety and substituting the following definition therefor:

 

“Restricted Person” means any of Borrower and each Guarantor.

 

(k)           Section 1.1 of the Credit Agreement is hereby amended by adding the following definition in alphabetical order:

 

“Southeast Acquisition Entity” means a direct or indirect Subsidiary or Non-Wholly Owned Subsidiary of the Borrower that owns or acquires all or part of the assets or equity interests of a single target company (and any of its affiliates) located in the southeastern United States that has been disclosed in writing to the Agent prior to the Amendment No. 1 Effective Date.

 

(l)            Section 1.1 of the Credit Agreement is hereby amended by adding the following definition in alphabetical order:

 

“Unrestricted Subsidiary” means a direct or indirect Non-Wholly Owned Subsidiary of the Borrower that has been designated as an Unrestricted Subsidiary in a written notice by the Borrower to the Agent; provided that the Southeast Acquisition Entity shall be an Unrestricted Subsidiary.

 

(m)          Sections 3.2, 3.3 and 3.4 of the Credit Agreement are hereby amended by deleting such Sections in their entirety and substituting therefor the following:

 

Section 3.2             Capital Reimbursement.  If any Change in Law regarding capital requirements has or would have the effect of reducing the rate of return on any Lender Party’s capital, or on the capital of any corporation controlling such Lender Party, as a consequence of the Loans made, or Letters of Credit issued, by such Lender Party, to a level below that which such Lender Party or such corporation could have achieved but for such change (taking into

 

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consideration such Lender Party’s policies and the policies of any such corporation with respect to capital adequacy), then from time to time Borrower will pay to Agent for the benefit of such Lender Party, within five (5) Business Days of demand therefore by such Lender Party, such additional amount or amounts which such Lender Party shall determine to be appropriate to compensate such Lender Party for such reduction.

 

Section 3.3             Increased Cost of Eurodollar Loans or Letters of Credit.  (a) If any Change in Law:

 

(i)            shall change the basis of taxation of payments to any Lender Party of any principal, interest, or other amounts attributable to any Eurodollar Loan or Letter of Credit or otherwise due under this Agreement in respect of any Eurodollar Loan or Letter of Credit (other than Reimbursable Taxes governed by Section 3.6 and taxes imposed on or measured by its overall net income, and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of which it is organized or otherwise resides for tax purposes or maintains any Applicable Lending Office); or

 

(ii)           shall change, impose, modify, apply or deem applicable any reserve, special deposit or similar requirements in respect of any Eurodollar Loan made by any Lender Party or any Letter of Credit (excluding any reserve requirement included in the computation of the Adjusted Eurodollar Rate) or against assets of, deposits with or for the account of, or credit extended by, such Lender Party; or

 

(iii)          shall impose on any Lender Party or the interbank eurocurrency deposit market any condition affecting any Eurodollar Loan or Letter of Credit,

 

the result of which is to increase the cost to any Lender Party of agreeing to make or making, funding or maintaining Eurodollar Loans or (as the case may be) issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing, then such Lender Party shall promptly notify Agent and Borrower in writing of the happening of such event and of the amount required to compensate such Lender Party for such additional costs

 

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or reduced return (on an after-tax basis, taking into account any taxes on and deductions, credits or other tax benefits in respect of such compensation), whereupon (i) Borrower shall pay such amount to Agent for the account of such Lender Party and (ii) Borrower may elect, by giving to Agent and such Lender Party not less than three Business Days’ notice, to convert all (but not less than all) of any such Eurodollar Loans of such Lender Party into Base Rate Loans.

 

(b)           A certificate of a Lender Party setting forth the amount or amounts necessary to compensate such Lender Party or the corporation controlling such Lender Party, as the case may be, as specified in Section 3.2 or this Section 3.3 shall be delivered to Borrower and shall be conclusive absent manifest error.  Borrower shall pay the applicable Lender Party the amount shown as due on any such certificate within 3 Business Days after receipt thereof.

 

(c)           Failure or delay on the part of any Lender Party to demand compensation pursuant to Section 3.2 or this Section 3.3 shall not constitute a waiver of such Lender Party’s right to demand such compensation.

 

Section 3.4             Illegality.  If any Change in Law shall make it unlawful for any Lender Party to fund or maintain Eurodollar Loans, then, upon notice by such Lender Party to Borrower and Agent, (a) Borrower’s right to elect Eurodollar Loans from such Lender Party shall be suspended to the extent and for the duration of such illegality, (b) all Eurodollar Loans of such Lender Party which are then the subject of any Borrowing Notice and which cannot be lawfully funded shall be funded as Base Rate Loans of such Lender Party, and (c) all Eurodollar Loans of such Lender Party shall be converted automatically to Base Rate Loans on the respective last days of the then current Interest Periods with respect to such Loans or within such earlier period as required by Law.  If any such conversion of a Eurodollar Loan occurs on a day which is not the last day of the then current Interest Period with respect thereto, Borrower shall pay to such Lender Party such amounts, if any, as may be required pursuant to Section 3.5.

 

(n)           Section 5.13 of the Credit Agreement is hereby amended to replace each reference therein to “Closing Date” with a reference to “Amendment No. 1 Effective Date.”

 

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(o)           Section 6.15 of the Credit Agreement is hereby amended by deleting such Section in its entirety and substituting therefor the following:

 

Section 6.15  Guaranties of Borrower’s Subsidiaries.  Each Subsidiary created, acquired or coming into existence after the date hereof, other than an Immaterial Subsidiary or an Unrestricted Subsidiary, shall, promptly upon request by Agent, execute and deliver to Agent an absolute and unconditional guaranty of the timely repayment of the Obligations and the due and punctual performance of the Obligations of Borrower hereunder, which guaranty shall be in substantially the same form as the Guaranty entered into as of the Closing Date or otherwise reasonably satisfactory to Agent in form and substance, except that a Foreign Subsidiary will not be required to provide such a guaranty if the provision of such a guaranty would have a material adverse tax consequence to the Borrower and its Subsidiaries taken as a whole.  Borrower will cause each such Subsidiary to deliver to Agent, simultaneously with its delivery of such a guaranty, written evidence reasonably satisfactory to Agent and its counsel that such Subsidiary has taken all corporate or partnership action necessary to duly approve and authorize its execution, delivery and performance of such guaranty and any other documents which it is reasonably required to execute.

 

(p)           Section 6.16 of the Credit Agreement is hereby amended by deleting such Section in its entirety and substituting therefor the following:

 

Section 6.16  Agreement to Deliver Security Documents.  Borrower agrees to deliver and to cause each Guarantor to deliver, to further secure the Obligations whenever requested by Agent in its sole and absolute discretion, deeds of trust, mortgages, chattel mortgages, security agreements, financing statements continuation statements, extension agreements, acknowledgments, and other Security Documents in form and substance satisfactory to Agent for the purpose of granting, confirming, protecting and perfecting Liens or security interests in any personal property (other than Excluded Assets) now owned or hereafter acquired by Borrower or any Guarantor.

 

(r)            Section 7.1(d) of the Credit Agreement is hereby amended by deleting such clause in its entirety and substituting therefor the following:

 

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(d)           Indebtedness existing on the Amendment No. 1 Effective Date and listed on Schedule 7.1, and renewals and extensions thereof;

 

(s)           Section 7.6 of the Credit Agreement is hereby amended by deleting such Section in its entirety and substituting therefor the following:

 

Section 7.6             Limitation on Distributions and Subordinated Debt.

 

(a)           No Restricted Person will declare or make any Distribution unless no Default or Event of Default exists at the time of any such Distribution or would occur as a result thereof; provided, that in the event Borrower’s Net Leverage Ratio is greater than 1.0 to 1.0 no Restricted Person may make any Distributions except for regularly scheduled dividends that do not exceed the per share amount paid during the preceding Fiscal Quarter.

 

(b)           No Restricted Person will make any payments on Subordinated Debt, unless no Default or Event of Default exists at such time or would occur as a result thereof.

 

(t)            Section 7.7 of the Credit Agreement is hereby amended by deleting such Section in its entirety and substituting therefor the following:

 

Section 7.7             Limitation on Investments, Acquisitions, Capital Expenditures, and Lines of Business  No Restricted Person will

 

(a)           make any Investments other than (i) Permitted Investments, (ii) investments in Unrestricted Subsidiaries not in excess of $5,000,000 during any Fiscal Year, and (iii) investments in the Southeast Acquisition Entity;

 

(b)           make any Capital Expenditures in excess of the sum of (i) $40,000,000 in the aggregate in any Fiscal Year plus (ii) the cash proceeds from the sale of Capital Assets received in such Fiscal Year;

 

(c)           make any Acquisition unless the following conditions are satisfied:

 

(i)            the Acquisition is not hostile in nature; and

 

(ii)           each line of business to be acquired in the Acquisition is similar to a line of business engaged in by the Borrower at the time of the Acquisition; and

 

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(iii)          either (A) the Borrower’s Total Leverage Ratio is less than or equal to 2.0 to 1.0 after giving pro forma effect to the Acquisition or (B) the purchase price for such Acquisition is less than or equal to $15,000,000 and the aggregate purchase price for such Acquisition and all prior Acquisitions made during the Fiscal Year when such Acquisition is consummated is less than or equal to $30,000,000; or

 

(d)           engage directly or indirectly in any business or conduct any operations except in connection with or incidental to its present businesses and operations.

 

(u)           Section 7.11 of the Credit Agreement is hereby amended by deleting such Section in its entirety and substituting therefor the following:

 

Section 7.11           Financial Covenants.

 

(a)           Minimum Fixed Charge Coverage Ratio.  The Borrower will not permit the ratio, determined as of the end of each of its Fiscal Quarters, for the then most-recently ended four Fiscal Quarters, of (i) its Consolidated EBITDA, minus (A) Consolidated Capital Expenditures, (B) the provision for income taxes (excluding one-time tax charges arising solely from changes to GAAP), and (C) if Borrower’s Net Leverage Ratio is greater than (x) 2.0 to 1.0 through December 31, 2013, (y) 1.5 to 1.0 after December 31, 2013 through June 30, 2014, and (z) 1.0 to 1.0 thereafter, Distributions, all calculated on a Consolidated basis, to (ii) its Consolidated Interest Expense, plus scheduled principal payments of Indebtedness, to be less than 2.0 to 1.0.

 

(b)           Intentionally Left Blank.

 

(c)           Total Leverage Ratio.  The Borrower will not permit its Total Leverage Ratio, determined as of the end of each of its Fiscal Quarters, for the then most-recently ended four Fiscal Quarters, to be greater than the ratio set forth below opposite such period:

 

	
Four Fiscal Quarters Ending
    	
 
    	
Maximum Total Leverage Ratio
    
	
September 30,   2011 through December 31, 2013
    	
 
    	
3.00 to 1.00
    
	
March 31,   2014 through June 30, 2014
    	
 
    	
2.75 to 1.00
    
	
September 30,   2014 through maturity
    	
 
    	
2.50 to 1.00
    


 

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(v)           The Credit Agreement is hereby amended such that the “Pricing Schedule” attached thereto and identified as such is hereby replaced in its entirety with the “Pricing Schedule” attached to this Amendment and identified as such.

 

(w)          Sections 5.13 and 5.14 of Schedule 5 and Schedule 7.1 to the Credit Agreement are hereby replaced in their entirety with Sections 5.13 and 5.14 of Schedule 5 and Schedule 7.1 to the Credit Agreement attached to this Amendment.

 

3.             Amendment to Security Agreement.

 

(a)           The Security Agreement is hereby amended as follows:  In the first sentence of Section 2(a) of the Security Agreement, the language “, except to the extent constituting Excluded Assets” shall be added after the language “and regardless of where located” and before the parenthetical.

 

(b)           Schedules I, II, and III to the Security Agreement are hereby replaced in their entirety with Schedules I, II, and III to the Security Agreement  attached to this Amendment.

 

4.             Amendments to Pledge Agreement.  The Pledge Agreement is hereby amended as follows:

 

(a)           In the first sentence of Section 2 of the Pledge Agreement, the language “, except to the extent constituting Excluded Assets” shall be added after the language “a first priority security interest in its right, title and interest in all of the following” and before the first parenthetical.

 

(b)           Section 5(i) of the Pledge Agreement shall be amended to read in its entirety as follows:

 

(i)            The Pledged Shares constitute 100% of the issued and outstanding shares of Stock of each Pledged Entity except as disclosed on Schedule I or otherwise in writing to the Agent; and

 

(c)           Section 6(d) of the Pledge Agreement shall be amended to read in its entirety as follows:

 

(d)           Each Pledgor will, upon obtaining ownership of any additional stock or promissory notes or instruments of a Subsidiary (other than (i) Excluded Assets and (ii) stock, notes or instruments issued by a Foreign Subsidiary (if the pledge of such stock, notes or instruments by such Foreign Subsidiary would have material adverse tax consequences) or an Immaterial Subsidiary), which stock, notes or instruments are not already Pledged Collateral, promptly (and in any event within three (3) Business Days) deliver to Agent a Pledge Amendment, duly executed by such

 

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Pledgor, in substantially the form of Schedule II hereto (a “Pledge Amendment”) in respect of any such additional stock, notes or instruments, pursuant to which such Pledgor shall pledge to Agent all of such additional stock, notes and instruments. Each Pledgor hereby authorizes Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares and Pledged Indebtedness listed on any Pledge Amendment delivered to Agent shall for all purposes hereunder be considered Pledged Collateral.

 

(d)           Schedule I to the Pledge Agreement is hereby replaced in its entirety with Schedule I to the Pledge Agreement  attached to this Amendment.

 

5.             Conditions to Effectiveness.  This Amendment will become effective on the date that the following conditions have been satisfied or waived:

 

(a)           The Agent shall have received counterparts of this Amendment, executed and delivered by the Borrower, the Guarantors, the Agent and the Required Lenders;

 

(b)           The representations and warranties of the Borrower in Section 6 of this Amendment shall be true and correct; and

 

(c)           The Administrative Agent shall have received, or shall concurrently receive (i) for the account of each Lender that has delivered an executed counterpart of this Amendment to the Agent (or its counsel) by 5:00 P.M. (Central time) on September 22, 2011], a consent fee equal to 20 basis points on the amount of such executing Lender’s Commitment then in effect and (ii) for the account of the applicable Person, payment of all other fees payable in connection with this Amendment including, without limitation, the fees payable to Wells Fargo Securities LLC and the Agent pursuant to that certain Engagement Letter dated August 5, 2011.

 

(d)           The Agent shall have received the following certificates of Borrower and, as appropriate, the Guarantors:

 

i.              An “Omnibus Certificate” of the Secretary or Assistant Secretary of the Borrower and each Guarantor, which shall contain the names and signatures of the officers of Borrower and each Guarantor authorized to execute Loan Documents and which shall certify to the truth, correctness and completeness of the following exhibits attached thereto:  (1) a copy of resolutions duly adopted by the Board of Directors of Borrower and each Guarantor and in full force and effect at the time this Amendment is entered into, authorizing the execution of this Amendment and the other Loan Documents delivered or to be delivered in connection herewith and the consummation of the transactions contemplated herein and

 

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therein, (2) a copy of the charter documents of Borrower and each Guarantor and all amendments thereto, certified by the appropriate official of such party’s state of organization, and (3) a copy of the bylaws of Borrower and each Guarantor; and

 

ii.             A “Closing Certificate” of the chief financial officer of Borrower, as of the date of this Amendment, certifying that (A) the conditions set out in subsections (a), (b), and (c) of Section 4.2 of the Credit Agreement have been satisfied and (B) the financial information of Borrower most recently delivered to the Agent pursuant to Section 6.2(b) of the Credit Agreement fairly present the Consolidated financial position of Borrower for the periods covered thereby.

 

(e)           A certificate of existence and good standing for Borrower issued by the Secretary of State of Delaware, a certificate of due qualification to do business for the Borrower issued by the Secretary of State of Texas, and a certificate of account status for the Borrower issued by the Texas Comptroller of Public Accounts.

 

(f)            A favorable opinion of (i) Bracewell & Giuliani LLP, counsel for Restricted Persons, in form and substance reasonably satisfactory to the Agent; and (ii) Trent McKenna, in-house counsel for Restricted Persons, in form and substance reasonably satisfactory to the Agent.

 

6.             Representations and Warranties.  The Borrower and the Guarantors hereby represent and warrant to the Agent and each of the Lenders as follows:

 

(a)           This Amendment has been duly authorized by all necessary corporate action and constitutes the binding obligation of the Borrower and the Guarantors.

 

(b)           Each of the representations and warranties made by the Borrower and the Guarantors in or pursuant to the Credit Agreement and the other Loan Documents is true and correct in all material respects as of the date hereof, as if made (after giving effect to this Amendment) on and as of such date, except for any representations and warranties made as of a specified date, which were true and correct in all material respects as of such specified date.

 

(c)           After giving effect to this Amendment, no Default or Event of Default has occurred and is continuing as of the date hereof.

 

(d)           Since the date of the most recent financial statements of the Borrower and its Subsidiaries delivered to the Lenders pursuant to Section 6.2(b) of the Credit Agreement, there has occurred no Material Adverse Change.

 

7.             Continuing Effect of the Credit Agreement and Other Loan Documents.  This Amendment does not constitute a waiver of any provision of the Credit Agreement or any other Loan Document and, except as expressly provided herein, is not to be construed as a consent to any action on the part of the Borrower or the

 

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Guarantors that would require a waiver or consent of the Lenders or an amendment or modification to any term of the Loan Documents.  The Borrower and the Guarantors hereby confirm and ratify the Credit Agreement as amended hereby and each of the other Loan Documents to which it is a party and acknowledges and agrees that the same continue in full force and effect as amended hereby (as applicable).

 

8.             Reference to the Credit Agreement, Security Agreement, or Pledge Agreement.  Upon the effectiveness of this Amendment, each reference in the Credit Agreement, Security Agreement, or Pledge Agreement to “this Agreement” or “this Security Agreement,” “hereunder,” “herein” or words of like import refer to the Credit Agreement, Security Agreement, or Pledge Agreement, as applicable, as amended and affected hereby.

 

9.             Designation as Loan Document.  This Amendment is a Loan Document.

 

10.           Counterparts.  This Amendment may be executed by all parties hereto in any number of separate counterparts each of which may be delivered in original, facsimile or other electronic (e.g., “.pdf”) form and all of such counterparts taken together constitute one instrument.

 

11.           References.  The words “hereby,” “herein,” “hereinabove,” “hereinafter,” “hereinbelow,” “hereof,” “hereunder” and words of similar import when used in this Amendment refer to this Amendment as a whole and not to any particular article, section or provision of this Amendment.  References in this Amendment to a section number are to such sections of the Credit Agreement unless otherwise specified.

 

12.           Headings Descriptive.  The headings of the several sections of this Amendment are inserted for convenience only and do not in any way affect the meaning or construction of any provision of this Amendment.

 

13.           Governing Law.  This Amendment is governed by and will be construed in accordance with the law of the State of Texas.

 

14.           Payment of Expenses.  The Borrower shall pay or reimburse the Agent for all of its reasonable out-of-pocket costs and reasonable expenses incurred in connection with this Amendment, any other documents prepared in connection herewith and the transactions contemplated hereby, including, without limitation, the reasonable fees and disbursements of counsel to the Agent.

 

15.           Final Agreement of the Parties.  THIS AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

 

[Signature Pages Follow]

 

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IN WITNESS WHEREOF, the parties are signing this Amendment as of the date first above written.

 

	
 
    	
COMFORT   SYSTEMS USA, INC.,
    
	
 
    	
Borrower
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   William George III
    
	
 
    	
 
    	
William   George III
    
	
 
    	
 
    	
Executive   Vice President and
    
	
 
    	
 
    	
Chief   Financial Officer
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
Address:
    
	
 
    	
675   Bering, Suite 400
    
	
 
    	
Houston,   Texas 77057
    
	
 
    	
Attention:   William George III
    
	
 
    	
 
    
	
 
    	
Telephone:   (713) 830-9650
    
	
 
    	
Fax:   (713) 830-9659
    


 

Signature Page to Amendment

 











 

ACKNOWLEDGMENT OF GUARANTORS

 

Each of the undersigned Guarantors hereby executes this Amendment to evidence its agreement to the modification of the Loan Documents to which it is a party and to confirm that each Loan Document (as the same may be amended or amended and restated, as the case may be, pursuant to and in connection with this Amendment) to which it is a party or otherwise bound remains in full force and effect and that all Collateral encumbered thereby will continue to secure, to the fullest extent possible, the payment and performance of all “Obligations”, “Secured Obligations” and “Guaranteed Obligations” (in each case as such term is defined in the applicable Loan Document), including without limitation the payment and performance of all such “Obligations”, “Secured Obligations” and “Guaranteed Obligations” in respect of the Obligations now or hereafter existing under or in respect of the Credit Agreement and the other Loan Documents.  The Guarantors specifically reaffirm and extend their obligations under each of their applicable Guaranties to cover all indebtedness evidenced by the Credit Agreement as same has been created, amended and/or restated by or in connection with this Amendment.  The Guaranties and all the terms thereof shall remain in full force and effect and the Guarantors hereby acknowledge and agree that same are valid and existing and that each of the Guarantors’ obligations thereunder shall not be impaired or limited by the execution or effectiveness of this Amendment.  Each Guarantor hereby represents and warrants that all representations and warranties contained in this Amendment and the other Loan Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the dated of this Amendment, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date.  The Agent on behalf of the Lenders hereby preserves all its rights against each Guarantor under its applicable Guaranty and the other Loan Documents to which each applicable Guarantor is a party.

 

Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to the effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement, this Amendment or any other Loan Document to consent to the amendments of the Credit Agreement effected pursuant to this Amendment; and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Agreement.

 

	
 
    	
ACCU-TEMP GP, INC.
    
	
 
    	
ACCU-TEMP LP, INC.
    
	
 
    	
ACI   MECHANICAL, INC.
    
	
 
    	
ACORN   INDUSTRIAL, INC.
    
	
 
    	
AIR   SYSTEMS ENGINEERING, INC.
    
	
 
    	
AIRTEMP, INC.
    
	
 
    	
ARC   COMFORT SYSTEMS USA, INC.
    
	
 
    	
ATLAS-ACCURATE HOLDINGS, L.L.C., by CS53   Acquisition Corp., as Sole Managing Member
    
	
 
    	
ATLAS   COMFORT SYSTEMS USA, INC.
    
	
 
    	
ATLAS COMFORT SYSTEMS USA, L.L.C., by Hess   Mechanical Corporation, as Sole Managing Member
    


 

Signature Page to Amendment

 











 

	
 
    	
BATCHELOR’S MECHANICAL CONTRACTORS, LLC, by   H & M Mechanical, Inc., as Sole Managing Member
    
	
 
    	
BCM   CONTROLS CORPORATION
    
	
 
    	
COLONIALWEBB   CONTRACTORS COMPANY
    
	
 
    	
CALIFORNIA   COMFORT SYSTEMS USA, INC.
    
	
 
    	
COMFORT   SYSTEMS USA (ARKANSAS), INC.
    
	
 
    	
COMFORT SYSTEMS USA (BALTIMORE), LLC, by Hess   Mechanical Corporation, as Sole Managing Member
    
	
 
    	
COMFORT   SYSTEMS USA (BRISTOL), INC.
    
	
 
    	
COMFORT   SYSTEMS USA (CS1), INC.
    
	
 
    	
COMFORT   SYSTEMS USA ENERGY SERVICES, INC.
    
	
 
    	
COMFORT   SYSTEMS USA G.P., INC.
    
	
 
    	
COMFORT   SYSTEMS USA (INTERMOUNTAIN), INC.
    
	
 
    	
COMFORT   SYSTEMS USA (KENTUCKY), INC.
    
	
 
    	
COMFORT SYSTEMS USA (MIDATLANTIC), LLC, by   Riddleberger Brothers, Inc., as Sole Managing Member
    
	
 
    	
COMFORT SYSTEMS USA (MIDWEST), LLC, by Plant   Services Incorporated, as Sole Managing Member
    
	
 
    	
COMFORT SYSTEMS USA NATIONAL ACCOUNTS, LLC, by   Accu-Temp LP, Inc., as Managing Member
    
	
 
    	
COMFORT   SYSTEMS USA (OHIO), INC.
    
	
 
    	
COMFORT SYSTEMS USA PUERTO RICO, INC.
    
	
 
    	
COMFORT   SYSTEMS USA (SOUTH CENTRAL), INC.
    
	
 
    	
COMFORT   SYSTEMS USA (SOUTHEAST), INC.
    
	
 
    	
COMFORT   SYSTEMS USA (SOUTHWEST), INC.
    
	
 
    	
COMFORT   SYSTEMS USA (SYRACUSE), INC.
    
	
 
    	
COMFORT SYSTEMS USA (TEXAS), L.P., by Comfort   Systems USA G.P., Inc., as general partner
    
	
 
    	
COMFORT   SYSTEMS USA (TWIN CITIES), INC.
    
	
 
    	
COMFORT   SYSTEMS USA (WESTERN MICHIGAN), INC.
    
	
 
    	
CS53   ACQUISITION CORP.
    
	
 
    	
DELCARD ASSOCIATES, LLC, by Seasonair, Inc.,   as Sole Managing Member
    
	
 
    	
DESIGN   MECHANICAL INCORPORATED
    
	
 
    	
DILLINGHAM & SMITH MECHANICAL AND SHEET   METAL CONTRACTORS, LLC, by S.M. Lawrence Company, Inc., as Sole Managing   Member
    
	
 
    	
EASTERN   HEATING & COOLING, INC.
    
	
 
    	
EASTERN   REFRIGERATION CO., INC.
    
	
 
    	
GRANITE   STATE HOLDINGS COMPANY, INC.
    


 

Signature Page to Amendment

 











 

	
 
    	
GRANITE STATE PLUMBING & HEATING, LLC, by   Granite State Holdings Company, Inc., as Sole Managing Member
    
	
 
    	
H&M   MECHANICAL, INC.
    
	
 
    	
HELM   CORPORATION
    
	
 
    	
HESS   MECHANICAL CORPORATION
    
	
 
    	
HUDSON   RIVER HEATING AND COOLING, INC.
    
	
 
    	
H-VAC SUPPLY, L.L.C., by Comfort Systems USA   Puerto Rico, Inc., as Sole Managing Member
    
	
 
    	
MECHANICAL   TECHNICAL SERVICES, INC.
    
	
 
    	
MERIT   MECHANICAL, INC.
    
	
 
    	
MJ   MECHANICAL SERVICES, INC.
    
	
 
    	
NORTH   AMERICAN MECHANICAL, INC.
    
	
 
    	
PLANT   SERVICES INCORPORATED
    
	
 
    	
QUALITY   AIR HEATING & COOLING, INC.
    
	
 
    	
RIDDLEBERGER   BROTHERS, INC.
    
	
 
    	
S.I.   GOLDMAN COMPANY, INC.
    
	
 
    	
S.M.   LAWRENCE COMPANY, INC.
    
	
 
    	
SA   ASSOCIATES, INC.
    
	
 
    	
SALMON & ALDER, L.L.C., by SA   Associates, Inc., as Sole Managing Member
    
	
 
    	
SEASONAIR, INC.
    
	
 
    	
TEMP-RIGHT   SERVICE, INC.
    
	
 
    	
THE   CAPITAL REFRIGERATION COMPANY
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:   
    	
/s/   William George III
    
	
 
    	
 
    	
William   George III
    
	
 
    	
 
    	
Vice   President & Assistant Secretary
    


 

Signature Page to Amendment

 











 

	
 
    	
WELLS   FARGO BANK, NATIONAL ASSOCIATION,
    
	
 
    	
Agent   and a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   William S. Austin
    
	
 
    	
 
    	
 
    
	
 
    	
Name:
    	
William   S. Austin
    
	
 
    	
 
    	
 
    
	
 
    	
Title:
    	
Senior   Vice President
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
Address:
    
	
 
    	
Wells   Fargo Bank, National Association
    
	
 
    	
1000   Louisiana, 3rd Floor
    
	
 
    	
Houston,   Texas 77002
    
	
 
    	
Attention:   William S. Austin
    
	
 
    	
Telephone:   713-319-1464
    
	
 
    	
Fax:   713-739-1086
    


 

Signature Page to Amendment

 









 

	
 
    	
CAPITAL   ONE, N.A.,
    
	
 
    	
Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Don Backer
    
	
 
    	
 
    	
 
    
	
 
    	
Name:
    	
Don   Backer
    
	
 
    	
 
    	
 
    
	
 
    	
Title:
    	
Senior   Vice President
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
Address:
    
	
 
    	
 
    
	
 
    	
Capital   One, N.A.
    
	
 
    	
5718   Westheimer, Suite 600
    
	
 
    	
Houston,   Texas 77057
    
	
 
    	
Attention:   Emily Gehrig
    
	
 
    	
Telephone:   713-435-5489
    
	
 
    	
Fax:   713-706-5499
    


 

Signature Page to Amendment

 











 

	
 
    	
BOKF,   NA dba
    
	
 
    	
BANK   OF TEXAS,
    
	
 
    	
Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Mike Sultanik
    
	
 
    	
 
    	
 
    
	
 
    	
Name:
    	
Mike   Sultanik
    
	
 
    	
 
    	
 
    
	
 
    	
Title:
    	
Senior   Vice President
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
Address:
    
	
 
    	
 
    
	
 
    	
BOKF,   NA dba
    
	
 
    	
Bank   of Texas
    
	
 
    	
5   Houston Center
    
	
 
    	
1401   McKinney, Suite 1650
    
	
 
    	
Houston,   Texas 77010
    
	
 
    	
Attention:   Mike Sultanik
    
	
 
    	
Telephone:   713-289-5886
    
	
 
    	
Fax:   713-289-5825
    


 

Signature Page to Amendment

 











 

	
 
    	
REGIONS   BANK,
    
	
 
    	
Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   H. Gale Smith, Jr.
    
	
 
    	
 
    	
 
    
	
 
    	
Name:
    	
H.   Gale Smith, Jr.
    
	
 
    	
 
    	
 
    
	
 
    	
Title:
    	
Senior   Vice President
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
Address:
    
	
 
    	
 
    
	
 
    	
Regions   Bank
    
	
 
    	
5005   Woodway Drive, Suite 110
    
	
 
    	
Houston,   Texas 77479
    
	
 
    	
Attention:   Gale Smith
    
	
 
    	
Telephone:   713-426-7157
    
	
 
    	
Fax:   713-426-7180
    


 

Signature Page to Amendment

 











 

	
 
    	
BRANCH   BANK & TRUST COMPANY,
    
	
 
    	
Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Roberts Bass
    
	
 
    	
 
    	
 
    
	
 
    	
Name:
    	
Roberts   Bass
    
	
 
    	
 
    	
 
    
	
 
    	
Title:
    	
Senior   Vice President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    
	
 
    	
Address:
    
	
 
    	
 
    
	
 
    	
Branch   Bank & Trust Company
    
	
 
    	
200   West Second Street, 16th Floor
    
	
 
    	
Winston-Salem,   North Carolina 27101
    
	
 
    	
Attention:   Eric Searls
    
	
 
    	
Telephone:   336-733-2741
    
	
 
    	
Fax:   336-733-2740
    


 

Signature Page to Amendment

 











 

PRICING SCHEDULE

 

The applicable Eurodollar Margin, Base Rate Margin, Commitment Fee Rate and Letter of Credit Fee Rate shall be determined by the Agent in accordance with the following tables:

 

	
APPLICABLE
   MARGIN FOR
   REVOLVING LOAN
   ADVANCES
    	
 
    	
LEVEL I
   STATUS
    	
 
    	
LEVEL II
   STATUS
    	
 
    	
LEVEL III
   STATUS
    	
 
    	
LEVEL IV
   STATUS
    	
 
    	
LEVEL V
   STATUS
    	
 
    
	
Eurodollar Rate Margin
    	
 
    	
1.75
    	
%
    	
2.00
    	
%
    	
2.25
    	
%
    	
2.50
    	
%
    	
2.75
    	
%
    
	
Base Rate Margin
    	
 
    	
0.75
    	
%
    	
1.00
    	
%
    	
1.25
    	
%
    	
1.50
    	
%
    	
1.75
    	
%
    


 

	
APPLICABLE
   COMMITMENT FEE
   RATE
    	
 
    	
LEVEL I
   STATUS
    	
 
    	
LEVEL II
   STATUS
    	
 
    	
LEVEL III
   STATUS
    	
 
    	
LEVEL IV
   STATUS
    	
 
    	
LEVEL V
   STATUS
    	
 
    
	
Commitment Fee Rate
    	
 
    	
0.25
    	
%
    	
0.30
    	
%
    	
0.35
    	
%
    	
0.45
    	
%
    	
0.50
    	
%
    


 

	
LETTER OF CREDIT
   FEE RATE
    	
 
    	
LEVEL I
   STATUS
    	
 
    	
LEVEL II
   STATUS
    	
 
    	
LEVEL III
   STATUS
    	
 
    	
LEVEL IV
   STATUS
    	
 
    	
LEVEL V
   STATUS
    	
 
    
	
LC Fee Rate
    	
 
    	
1.30
    	
%
    	
1.50
    	
%
    	
1.70
    	
%
    	
1.90
    	
%
    	
2.10
    	
%
    


 

Notwithstanding the foregoing if the Borrower has failed to deliver the financial statements and certificates required by Section 6.2(a) and Section 6.2(b) then Level IV  Status will be deemed to exist after two Business Days’ notice from the Administrative Agent to the Borrower.

 

For the purposes of this Pricing Schedule, the following terms have the following meanings, subject to the final paragraph of this Pricing Schedule:

 

“Level I Status” exists for any day that the Total Leverage Ratio is less than 0.75 to 1.00.

 

“Level II Status” exists for any day that the Total Leverage Ratio is greater than or equal to 0.75 to 1.00 but is less than 1.25 to 1.00.

 

“Level III Status” exists for any day that the Total Leverage Ratio is greater than or equal to 1.25 to 1.00 but is less than 2.00 to 1.00.

 

“Level IV Status” exists for any day that the Total Leverage Ratio is greater than or equal to 2.00 to 1.00 but is less than 2.50 to 1.00.

 

“Level V Status” exists for any day that the ratio of Consolidated Total Indebtedness to Consolidated EBITDA is greater than or equal to 2.50 to 1.00.

 

1











 

“Status” means either Level I Status, Level II Status, Level III Status,  Level IV Status or Level V Status.

 

In the event that any financial statement delivered pursuant to this Agreement is shown to be inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Eurodollar Rate Margin or Base Rate Margin, as applicable, for any period (an “Applicable Period”) than the Eurodollar Rate Margin or Base Rate Margin, as applicable, applied for such Applicable Period, and only in such case, then the Borrower shall immediately (i) deliver to the Agent a corrected financial statement for such Applicable Period, (ii) determine the Eurodollar Rate Margin or Base Rate Margin, as applicable, for such Applicable Period based upon the corrected financial statement, and (iii) immediately pay to the Agent the accrued additional interest owing as a result of such increased Eurodollar Rate Margin or Base Rate Margin, as applicable for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with the terms of this Agreement.  This provision is in addition to rights of the Agent and Lenders with respect to Sections 2.5, 2.11, 6.10 and 8.1 and other of their respective rights under this Agreement.

 

2










 

SECTION 5.13 to SCHEDULE 5

Names and Places of Business

 

	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
PRIOR 
    	
 
    	
PRIOR NAMES
    
	
ENTITY NAME
    	
 
    	
ADDRESS TYPE
    	
 
    	
ADDRESS
    	
 
    	
ADDRESSES
    	
 
    	
&   TRADE NAMES
    
	
Comfort   Systems USA, Inc.
    	
 
    	
Principal   Place of Business
    	
 
    	
675   Bering Drive, Suite 400, Houston, Texas 77057
    	
 
    	
777   Post Oak Blvd Suite 500, Houston, Texas 77056
    	
 
    	
 
    
	
ACI   Mechanical, Inc.
    	
 
    	
Principal   Place of Business
    	
 
    	
3116   S. Duff Avenue, Ames, Iowa 50010
    	
 
    	
 
    	
 
    	
 
    
	
ARC   Comfort Systems USA, Inc.
    	
 
    	
Principal   Place of Business
    	
 
    	
675   Bering Drive, Suite 400, Houston, Texas 77057
    	
 
    	
777   Post Oak Blvd., Suite 500, Houston, TX 77056
    	
 
    	
 
    
	
Accu-Temp   GP, Inc.
    	
 
    	
Principal   Place of Business
    	
 
    	
675   Bering Drive, Suite 400, Houston, Texas 77057
    	
 
    	
777   Post Oak Blvd Suite 500, Houston, Texas 77056
    	
 
    	
 
    
	
Accu-Temp   LP, Inc.
    	
 
    	
Principal   Place of Business
    	
 
    	
675   Bering Drive, Suite 400, Houston, Texas 77057
    	
 
    	
777   Post Oak Blvd Suite 500, Houston, Texas 77056
    	
 
    	
 
    
	
Acorn   Industrial, Inc.
    	
 
    	
Principal   Place of Business
    	
 
    	
7311   ACC Boulevard, Raleigh, North Carolina 27617
    	
 
    	
 
    	
 
    	
 
    
	
Air   Systems Engineering, Inc.
    	
 
    	
Principal   Place of Business
    	
 
    	
3602   South Pine Street, Tacoma, Washington 98409
    	
 
    	
 
    	
 
    	
 
    
	
AirTemp,   Inc.
    	
 
    	
Principal   Place of Business
    	
 
    	
11   Wallace Avenue, South Portland, Maine 04106
    	
 
    	
 
    	
 
    	
 
    
	
Atlas-Accurate   Holdings, L.L.C.
    	
 
    	
Principal   Place of Business
    	
 
    	
675   Bering Drive, Suite 400, Houston, Texas 77057
    	
 
    	
777   Post Oak Blvd. Suite 500, Houston, Texas 77056
    	
 
    	
 
    
	
Atlas   Comfort Systems USA, Inc.
    	
 
    	
Principal   Place of Business
    	
 
    	
675   Bering Drive, Suite 400, Houston, Texas 77057
    	
 
    	
4133   Southerland, Houston, Texas 77092
    	
 
    	
 
    
	
Atlas   Comfort Systems USA, L.L.C.
    	
 
    	
Principal   Place of Business
    	
 
    	
9745   Bent Oak Drive, Houston, Texas 77040
    	
 
    	
4133   Southerland, Houston, Texas 77092
    	
 
    	
Atlas   Air Conditioning Company, L.P.

 

Atlas   Comfort Systems USA, L.P.

 

Atlas   Comfort Systems USA
    


 

1










 

	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
PRIOR 
    	
 
    	
PRIOR NAMES
    
	
ENTITY NAME
    	
 
    	
ADDRESS TYPE
    	
 
    	
ADDRESS
    	
 
    	
ADDRESSES
    	
 
    	
&   TRADE NAMES
    
	
 
    	
 
    	
Satellite
    	
 
    	
1225   E. Crosby Road, Suite B-14, Carrollton, Texas 75006
    	
 
    	
10693   Wakeman Drive, Manassas, Virginia 20110

 

17745   Ashley Drive, Suite B, Panama City Beach, Florida 32413

 

340   East Shelbourne Avenue, Las Vegas, Nevada 89123

 

620   Magnolia Avenue, Suite E, Ontario, California 91762
    	
 
    	
Atlas   Comfort Systems Nevada

 

Comfort   Systems USA Las Vegas
    
	
Batchelor’s   Mechanical Contractors, LLC
    	
 
    	
Principal   Place of Business
    	
 
    	
15444   Industrial Drive, Loxley, Alabama 36551
    	
 
    	
3110   Old Shell Road, Mobile, Alabama 36607
    	
 
    	
 
    
	
BCM   Controls Corporation
    	
 
    	
Principal   Place of Business
    	
 
    	
30   Commerce Way, Woburn, Massachusetts 01801
    	
 
    	
 
    	
 
    	
 
    
	
California   Comfort Systems USA, Inc.
    	
 
    	
Principal   Place of Business
    	
 
    	
9750   Distribution Avenue, San Diego, California 92121
    	
 
    	
650   Alpine Way, Escondido, CA 92029

 

4660   Viewridge Ave., San Diego, CA 92123
    	
 
    	
TCP   Company
    
	
ColonialWebb   Contractors Company
    	
 
    	
Principal   Place of Business
    	
 
    	
2820   Ackley Avenue, Richmond, Virginia 23228
    	
 
    	
 
    	
 
    	
Comfort   Systems USA (Carolinas)
    
	
 
    	
 
    	
Satellite
    	
 
    	
1600   Crossbeam Drive, Charlotte, North Carolina 28217
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Satellite
    	
 
    	
1   Marcus Drive, Greenville, South Carolina 29615
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Satellite
    	
 
    	
811   Pleasant Valley Road, Harrisonburg, Virginia 22801
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Satellite
    	
 
    	
8509   Phoenix Drive, Manassas, Virginia 20110
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Satellite
    	
 
    	
740C   Bluecrab Road, Newport News, Virginia 23606
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Satellite
    	
 
    	
3302   Croft Street, Norfolk, Virginia 23513
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Satellite
    	
 
    	
5171   Glenwood Avenue, Raleigh, North Carolina 27612
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Satellite
    	
 
    	
6450-E   Merriman Road, Roanoke, Virginia 24018
    	
 
    	
 
    	
 
    	
 
    


 

2










 

	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
PRIOR 
    	
 
    	
PRIOR NAMES
    
	
ENTITY NAME
    	
 
    	
ADDRESS TYPE
    	
 
    	
ADDRESS
    	
 
    	
ADDRESSES
    	
 
    	
&   TRADE NAMES
    
	
Comfort   Systems USA (Arkansas), Inc.
    	
 
    	
Principal   Place of Business
    	
 
    	
4806   Rixey Road, North Little Rock, Arkansas 72117
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Satellite
    	
 
    	
116   Commerical Drive, Lowell, Arkansas 72745
    	
 
    	
1915   North Shiloh, Fayetteville, Arkansas 72704
    	
 
    	
 
    
	
Comfort   Systems USA (Baltimore), LLC
    	
 
    	
Principal   Place of Business
    	
 
    	
675   Bering Drive, Suite 400, Houston, Texas 77057
    	
 
    	
3601   Commerce Drive, Suite 114, Baltimore, Maryland 21227

 

2105   Emmorton Park Road, Suite 104, Edgewood, Maryland 21040
    	
 
    	
Comfort   Systems USA (Baltimore), Inc.

 

Comfort   Systems USA Federal Services, LLC
    
	
Comfort   Systems USA (Bristol), Inc.
    	
 
    	
Principal   Place of Business
    	
 
    	
294   Blevins Blvd., Bristol, Virginia 24203-0757
    	
 
    	
 
    	
 
    	
Fred   Hayes Heating & Air Conditioning Service Co.

 

Comfort   Systems USA New River (Bristol)
    
	
 
    	
 
    	
Satellite
    	
 
    	
106   St. John Road, Salem, Virginia 24153
    	
 
    	
 
    	
 
    	
 
    
	
Comfort   Systems USA (CS1), Inc.
    	
 
    	
Principal   Place of Business
    	
 
    	
675   Bering Drive, Suite 400, Houston, Texas 77057
    	
 
    	
 
    	
 
    	
 
    
	
Comfort   Systems USA Energy Services, Inc.
    	
 
    	
Principal   Place of Business
    	
 
    	
7   Waterside Crossing, Windsor, Connecticut 06095
    	
 
    	
50   Baker Hollow Road Ste. A, Windsor, Connecticut 06095
    	
 
    	
Comfort   Systems USA (Hartford), Inc.
    
	
 
    	
 
    	
Satellite
    	
 
    	
650   S. Shackleford Road, #224, Little Rock, Arkansas 72211
    	
 
    	
 
    	
 
    	
 
    
	
Comfort   Systems USA G.P., Inc.
    	
 
    	
Principal   Place of Business
    	
 
    	
675   Bering Drive, Suite 400, Houston, Texas 77057
    	
 
    	
777   Post Oak Blvd. Suite 500, Houston, Texas 77056
    	
 
    	
 
    
	
Comfort   Systems USA (Intermountain), Inc.
    	
 
    	
Principal   Place of Business
    	
 
    	
2035   S. Milestone Drive, Salt Lake City, Utah 84104
    	
 
    	
 
    	
 
    	
Contract Services

 

Salmon & Alder, LLC

 

SA Associates, Inc.

 

Martin   Heating & Cooling
    
	
Comfort   Systems USA (Kentucky), Inc.
    	
 
    	
Principal   Place of Business
    	
 
    	
3405   Robards Court, Louisville, Kentucky 40218
    	
 
    	
 
    	
 
    	
Rademaker   Corporation

 

MELCO
    
	
 
    	
 
    	
Satellite
    	
 
    	
1960   Louisville Road, Bldg 2 Unit, Bowling Green, Kentucky 42101
    	
 
    	
2400   Waterson Trail, Louisville, Kentucky 40299
    	
 
    	
 
    


 

3










 

	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
PRIOR 
    	
 
    	
PRIOR NAMES
    
	
ENTITY NAME
    	
 
    	
ADDRESS TYPE
    	
 
    	
ADDRESS
    	
 
    	
ADDRESSES
    	
 
    	
&   TRADE NAMES
    
	
Comfort   Systems USA (MidAtlantic), LLC
    	
 
    	
Principal   Place of Business
    	
 
    	
1057   Bill Tuck Highway, So Boston, Virginia 24592
    	
 
    	
5171   Glenwood Avenue, Suite 480, Raleigh, North Carolina 27612

 

6600   Northpark Blvd, Charlotte, North Carolina 28216
    	
 
    	
Comfort   Systems USA (Carolinas), Inc.

 

Climate   Control, Inc.

 

Climate   Control, LLC

 

CCI   Systems, Inc.
    
	
Comfort   Systems USA (Midwest), LLC
    	
 
    	
Principal   Place of Business
    	
 
    	
1450   SE 69th St. #57, Ankeny, Iowa 50021
    	
 
    	
9103   Swanson Blvd., Suite 7, Clive, Iowa 50325
    	
 
    	
 
    
	
Comfort   Systems USA National Accounts, LLC
    	
 
    	
Principal   Place of Business
    	
 
    	
2655   Fortune Circle West, Suite E-F, Indianapolis, Indiana 46241
    	
 
    	
 
    	
 
    	
Accu-Temp,   LLC

 
    
	
Comfort   Systems USA (Ohio), Inc.
    	
 
    	
Principal   Place of Business
    	
 
    	
7401   First Place, Oakwood Village, Ohio 44146
    	
 
    	
30300   Bruce Industrial Parkway, Solon, Ohio 44139
    	
 
    	
 
    
	
 
    	
 
    	
Satellite
    	
 
    	
2874   E. Kemper Road, Sharonville, Ohio 45241
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Satellite
    	
 
    	
3080   South Tech Blvd, Miamisburg, Ohio 45342
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Satellite
    	
 
    	
690   A Lakeview Plaza Blvd., Worthington, Oh 43085
    	
 
    	
670   K Lakeview Plaza Blvd., Worthington, Oh 43085
    	
 
    	
 
    
	
Comfort Systems USA   Puerto Rico, Inc.
    	
 
    	
Principal   Place of Business
    	
 
    	
P.O. Box 4956    Ste 1134, Caguas, Puerto Rico 00726-4956

 

Road   #1, KM 27.5; Int. Sector El Barranco; B. Rio Canas; Caguas, Puerto Rico 00725
    	
 
    	
Caguas, PR    00726-4956 Carr #1KM -23 HM.O B.O. , Rio Guaynbabo, PR  00970
    	
 
    	
James Air Conditioning Enterprises, Inc. 
    
	
Comfort Systems USA (South Central), Inc.
    	
 
    	
Principal   Place of Business
    	
 
    	
9745   Bent Oak Drive, Houston, Texas 77040
    	
 
    	
 
    	
 
    	
Accurate Air Systems, Inc.

 

Atlas   Comfort Systems USA

 

Accurate   Air Systems, L.P.
    
	
Comfort   Systems USA (Southeast), Inc.
    	
 
    	
Principal   Place of Business
    	
 
    	
435   Corday Street, Pensacola, Florida 32503
    	
 
    	
 
    	
 
    	
Comfort   Systems USA (Atlanta), Inc.

 

H   & M Mechanical, Inc.

 

Gulfside   Mechanical, Inc.

 

Neel   Mechanical Contractors, Inc.

 

Neel   Mechanical, Inc.

 

Batchelor’s   Mechanical Contractors
    


 

4










 

	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
PRIOR 
    	
 
    	
PRIOR NAMES
    
	
ENTITY NAME
    	
 
    	
ADDRESS TYPE
    	
 
    	
ADDRESS
    	
 
    	
ADDRESSES
    	
 
    	
&   TRADE NAMES
    
	
 
    	
 
    	
Satellite
    	
 
    	
250   Commercial Drive, Thomasville, Georgia 31757
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Satellite
    	
 
    	
13040   W. US Hwy 84, Newton, Alabama 36352
    	
 
    	
255   Southgate Road, Dothan, Alabama 36301
    	
 
    	
 
    
	
 
    	
 
    	
Satellite
    	
 
    	
3835   Gordon John Drive, Mobile, Alabama 36693
    	
 
    	
4251   Alden Drive, Mobile, Alabama 36693
    	
 
    	
 
    
	
 
    	
 
    	
Satellite
    	
 
    	
4518   Val North Drive, Valdosta, Georgia 31602
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Satellite
    	
 
    	
2275   Northwest Parkway Rd., Suite 105, Bldg.3, Marietta, Georgia 30067
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Satellite
    	
 
    	
8633   Elm Fair Blvd, Tampa, Florida 33610
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Satellite
    	
 
    	
7826   McElvey Road, Panama City Beach, Florida 32408
    	
 
    	
3000   Highway 77, Ste B, Lynn Haven, Florida 32444
    	
 
    	
 
    
	
 
    	
 
    	
Satellite
    	
 
    	
6074   Business Park Drive, Suite G, Columbus, Georgia 31909
    	
 
    	
3175   Williams Rd., Suite B, Columbus, Georgia 31909

 

2734   Ledo Road, Suite 10E, Albany, Georgia 31707
    	
 
    	
 
    
	
 
    	
 
    	
Satellite
    	
 
    	
309   James E. Williams Dr., #1, Byron, Georgia 31008
    	
 
    	
 
    	
 
    	
 
    
	
Comfort   Systems USA (Southwest), Inc.
    	
 
    	
Principal   Place of Business
    	
 
    	
6875   W. Galveston, Chandler, Arizona 85226
    	
 
    	
 
    	
 
    	
Conditioned   Air Mechanical Services, Inc.

 

The   Bengtsson Group, Inc.

 

Madera   Mechanical Company

 

Tri-City   Mechanical, Inc.
    
	
 
    	
 
    	
Satellite
    	
 
    	
4925   E. 29th, Tucson,   Arizona 85711
    	
 
    	
3450   S. Broadmont Blvd., Suite 100, Tucson, AZ 85713

 

3250   S. Dodge Blvd #7, Tucson, Arizona 85713
    	
 
    	
 
    
	
 
    	
 
    	
Satellite
    	
 
    	
3275   West Ali Baba Lane, Suite 502, Las Vegas, Nevada 89118
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Satellite
    	
 
    	
5046 Commercial Circle, Suite E, Concord,   California 94520
    	
 
    	
 
    	
 
    	
 
    


 

5










 

	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
PRIOR 
    	
 
    	
PRIOR NAMES
    
	
ENTITY NAME
    	
 
    	
ADDRESS TYPE
    	
 
    	
ADDRESS
    	
 
    	
ADDRESSES
    	
 
    	
&   TRADE NAMES
    
	
 
    	
 
    	
Satellite
    	
 
    	
1830   W. Copper St., Tucson, Arizona 85745
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Satellite
    	
 
    	
3733   E. Atlanta Avenue, Phoenix, Arizona 85040
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Satellite
    	
 
    	
4189   Santa Anna Avenue, Suite C, Ontario, California 91761
    	
 
    	
 
    	
 
    	
 
    
	
Comfort   Systems USA (Syracuse), Inc.
    	
 
    	
Principal   Place of Business
    	
 
    	
6500   New Venture Gear Drive, East Syracuse, New York 13057
    	
 
    	
 
    	
 
    	
Armani   Plumbing & Mechanical

 

ABJ   Fire Protection Company

 

Woodcock   & Associates, Inc.

 

Woodcock   & Armani

 

Billone   Mechanical Contractors
    
	
 
    	
 
    	
Satellite
    	
 
    	
375   Averill Ave, Rochester, New York 14620
    	
 
    	
 
    	
 
    	
 
    
	
Comfort   Systems USA (Texas), L.P.
    	
 
    	
Principal   Place of Business
    	
 
    	
675   Bering Drive, Suite 400, Houston, Texas 77057
    	
 
    	
777   Post Oak Blvd. Suite 500, Houston, Texas 77056
    	
 
    	
 
    
	
Comfort   Systems USA (Twin Cities), Inc.
    	
 
    	
Principal   Place of Business
    	
 
    	
675   Bering Drive, Suite 400, Houston, Texas 77057
    	
 
    	
777   Post Oak Blvd, Suite 500, Houston, TX 77056

 

2611   Hamiline Avenue North, Suite 150, Roseville, MN  55113
    	
 
    	
 
    
	
Comfort   Systems USA (Western Michigan), Inc.
    	
 
    	
Principal   Place of Business
    	
 
    	
675   Bering Drive, Suite 400, Houston, Texas 77057
    	
 
    	
777   Post Oak Blvd. Suite 500, Houston, Texas 77056

 

421   North Lafayette St., Greenville, MI    48838
    	
 
    	
 
    
	
CS53   Acquisition Corp.
    	
 
    	
Principal   Place of Business
    	
 
    	
675   Bering Drive, Suite 400, Houston, Texas 77057
    	
 
    	
777   Post Oak Blvd. Suite 500, Houston, Texas 77056
    	
 
    	
 
    
	
Delcard   Associates, LLC
    	
 
    	
Principal   Place of Business
    	
 
    	
31   Blevins Drive, Suite A, Airport Industrial Park, New Castle, Delaware 19720
    	
 
    	
 
    	
 
    	
Delcard   Heating & Air Conditioning, Inc.
    
	
Design   Mechanical Incorporated
    	
 
    	
Principal   Place of Business
    	
 
    	
168 CTC Blvd. Suite D, Louisville, Colorado   80027
    	
 
    	
 
    	
 
    	
Western   Building Services, Inc.

 

Breckenridge   Mechanical, Inc.
    


 

6










 

	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
PRIOR 
    	
 
    	
PRIOR NAMES
    
	
ENTITY NAME
    	
 
    	
ADDRESS TYPE
    	
 
    	
ADDRESS
    	
 
    	
ADDRESSES
    	
 
    	
&   TRADE NAMES
    
	
 
    	
 
    	
Satellite
    	
 
    	
Glenwood   Business Center, 282 Center Drive, Glenwood Springs, CO 81601
    	
 
    	
P.O. Box 3070, 210 Marmot Lane, Suite B5 &   B8, Eagle, Colorado 81631-3070
    	
 
    	
 
    
	
 
    	
 
    	
Satellite
    	
 
    	
112   Huron Road, Breckenridge, Colorado 80424
    	
 
    	
 
    	
 
    	
 
    
	
Dillingham   & Smith Mechanical and Sheet Metal Contractors, LLC
    	
 
    	
Principal   Place of Business
    	
 
    	
2311   Kline Avenue, Nashville, Tennessee 37211
    	
 
    	
 
    	
 
    	
 
    
	
Eastern   Heating & Cooling, Inc.
    	
 
    	
Principal   Place of Business
    	
 
    	
880   Broadway, Albany, New York 12207-1316
    	
 
    	
 
    	
 
    	
 
    
	
Eastern   Refrigeration Co., Inc.
    	
 
    	
Principal   Place of Business
    	
 
    	
880   Broadway, Albany, New York 12207-1316
    	
 
    	
 
    	
 
    	
 
    
	
Granite   State Holdings Company, Inc.
    	
 
    	
Principal   Place of Business
    	
 
    	
675   Bering Drive, Suite 400, Houston, Texas 77057
    	
 
    	
777   Post Oak Blvd, Suite 500, Houston, Texas 77056
    	
 
    	
 
    
	
Granite   State Plumbing & Heating LLC
    	
 
    	
Principal   Place of Business
    	
 
    	
10   N. Riverdale Road, Weare, New Hampshire 03281
    	
 
    	
26   Waterford Place, Gilford, New Hampshire 03249
    	
 
    	
 
    
	
H&M   Mechanical, Inc.
    	
 
    	
Principal   Place of Business
    	
 
    	
135 Belcher Drive, Pelham, Alabama 35124

 

P.O. Box 36397 Birmingham, AL 35236
    	
 
    	
 
    	
 
    	
Comfort   Systems USA (Atlanta), Inc.

 

Helm   Corporation

 

MidSouth   Controls LLC
    
	
 
    	
 
    	
Satellite
    	
 
    	
3977   Valley East Industrial Drive, Birmingham, Alabama 35217
    	
 
    	
 
    	
 
    	
 
    
	
Helm   Corporation
    	
 
    	
Principal   Place of Business
    	
 
    	
675   Bering Drive, Suite 400, Houston, Texas 77057
    	
 
    	
168 CTC Blvd. Suite D, Louisville, Colorado   80027
    	
 
    	
 
    
	
Hess   Mechanical Corporation
    	
 
    	
Principal   Place of Business
    	
 
    	
9600   Fallard Court, Upper Marlboro, Maryland 20772-6703
    	
 
    	
 
    	
 
    	
 
    
	
Hudson   River Heating and Cooling, Inc.
    	
 
    	
Principal   Place of Business
    	
 
    	
675   Bering Drive, Suite 400, Houston, Texas 77057
    	
 
    	
10   Airline Drive Suite 205, Albany, New York 12205
    	
 
    	
 
    
	
H-VAC   Supply, L.L.C.
    	
 
    	
Principal   Place of Business
    	
 
    	
P.O. Box 4956, Suite 1134, Caguas, Puerto   Rico 00726-4956
    	
 
    	
 
    	
 
    	
 
    
	
Mechanical   Technical Services, Inc.
    	
 
    	
Principal   Place of Business
    	
 
    	
9601   Dessau Road, Bldg 3, Suite 303, Austin, Texas 78754
    	
 
    	
 
    	
 
    	
Mechanical   Technical Services, L.P.

 

MTECH
    
	
Merit   Mechanical, Inc.
    	
 
    	
Principal   Place of Business
    	
 
    	
9630   153rd Ave NE, Redmond, Washington 98052
    	
 
    	
 
    	
 
    	
 
    


 

7










 

	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
PRIOR 
    	
 
    	
PRIOR NAMES
    
	
ENTITY NAME
    	
 
    	
ADDRESS TYPE
    	
 
    	
ADDRESS
    	
 
    	
ADDRESSES
    	
 
    	
&   TRADE NAMES
    
	
MJ   Mechanical Services, Inc.
    	
 
    	
Principal   Place of Business
    	
 
    	
2040   Military Road, Tonawanda, New York 14150
    	
 
    	
 
    	
 
    	
JM   State Refrigeration

 

Vastola   Heating & Air Conditioning
    
	
 
    	
 
    	
Satellite
    	
 
    	
300   Fire Tower Drive, Tonawanda, New York 14150
    	
 
    	
 
    	
 
    	
 
    
	
North   American Mechanical, Inc.
    	
 
    	
Principal   Place of Business
    	
 
    	
6135   North American Lane, De Forest, Wisconsin 53532
    	
 
    	
 
    	
 
    	
Masterson   Plumbing
    
	
 
    	
 
    	
Satellite
    	
 
    	
2600   W. College Avenue, Ste 4, Appleton, Wisconsin 54914
    	
 
    	
 
    	
 
    	
 
    
	
Plant   Services Incorporated
    	
 
    	
Principal   Place of Business
    	
 
    	
675   Bering Drive, Suite 400, Houston, Texas 77057
    	
 
    	
777   Post Oak Blvd Suite 500, Houston, Texas 77056
    	
 
    	
 
    
	
Quality   Air Heating and Cooling, Inc.
    	
 
    	
Principal   Place of Business
    	
 
    	
3395   Kraft Avenue, SE, Grand Rapids, Michigan 49512
    	
 
    	
 
    	
 
    	
Control   Logic
    
	
 
    	
 
    	
Satellite
    	
 
    	
2306   Winters Drive, Portage, Michigan 49002
    	
 
    	
 
    	
 
    	
 
    
	
Riddleberger   Brothers, Inc.
    	
 
    	
Principal   Place of Busines
    	
 
    	
6127   S. Valley Pike, Mount Crawford, Virginia 22841
    	
 
    	
 
    	
 
    	
 
    
	
S.I.   Goldman Company, Inc.
    	
 
    	
Principal   Place of Business
    	
 
    	
799   Bennett Drive, Longwood, Florida 32750
    	
 
    	
 
    	
 
    	
Comfort   Systems USA (Florida), Inc.
    
	
 
    	
 
    	
Satellite
    	
 
    	
320   Melody Lane, Casselberry, Florida 32707
    	
 
    	
 
    	
 
    	
 
    
	
S.M.   Lawrence Company, Inc.
    	
 
    	
Principal   Place of Business
    	
 
    	
245   Preston Street, Jackson, Tennessee 38301
    	
 
    	
 
    	
 
    	
Comfort   Systems USA (Tennessee), Inc.
    
	
 
    	
 
    	
Satellite
    	
 
    	
157   Main St., Collierville, Tennessee 38017
    	
 
    	
667   Chaney Drive, Collierville, Tennessee 38017
    	
 
    	
 
    
	
 
    	
 
    	
Satellite
    	
 
    	
1187   Vultee Blvd., Nashville, Tennessee 37217
    	
 
    	
 
    	
 
    	
 
    
	
SA   Associates, Inc.
    	
 
    	
Principal   Place of Business
    	
 
    	
675   Bering Drive, Suite 400, Houston, Texas 77057
    	
 
    	
777   Post Oak Blvd., Suite 500, Houston, TX    77056
    	
 
    	
Salmon   & Alder Associates
    
	
Salmon   & Alder, LLC
    	
 
    	
Principal   Place of Business
    	
 
    	
675   Bering Drive, Suite 400, Houston, Texas 77057
    	
 
    	
777   Post Oak Blvd., Suite 500, Houston, TX    77056
    	
 
    	
 
    
	
Seasonair,   Inc.
    	
 
    	
Principal   Place of Business
    	
 
    	
16001-A   Industrial Drive, Gaithersburg, Maryland 20877
    	
 
    	
 
    	
 
    	
 
    
	
Temp-Right   Service, Inc.
    	
 
    	
Principal   Place of Business
    	
 
    	
101   North Catlin, Missoula, Montana 59801
    	
 
    	
 
    	
 
    	
Carson   Brothers
    


 

8










 

	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
PRIOR 
    	
 
    	
PRIOR NAMES
    
	
ENTITY NAME
    	
 
    	
ADDRESS TYPE
    	
 
    	
ADDRESS
    	
 
    	
ADDRESSES
    	
 
    	
&   TRADE NAMES
    
	
 
    	
 
    	
Satellite
    	
 
    	
1639   MT Highway 35, Kalispell, Montana 59901
    	
 
    	
 
    	
 
    	
 
    
	
The   Capital Refrigeration Company
    	
 
    	
Principal   Place of Business
    	
 
    	
619   E. Jefferson Street, Montgomery, Alabama 36104
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Satellite
    	
 
    	
480   North Dean Road-Unit G-3, Auburn, Alabama 36830
    	
 
    	
 
    	
 
    	
 
    


 

9









 

SECTION 5.14 to SCHEDULE 5

 

Subsidiaries

 

	
ENTITY NAME
    	
 
    	
JURISDICTION OF
   ORGANIZATION
    	
 
    	
FORMATION DATE
    
	
ACI   Mechanical, Inc. 
    	
 
    	
Delaware
    	
 
    	
06/26/1998
    
	
ARC   Comfort Systems USA, Inc. 
    	
 
    	
Delaware
    	
 
    	
03/17/1998
    
	
Accu-Temp GP, Inc. 
    	
 
    	
Delaware
    	
 
    	
05/21/1998
    
	
Accu-Temp LP, Inc. 
    	
 
    	
Delaware
    	
 
    	
05/20/1998
    
	
Acorn   Industrial, Inc. 
    	
 
    	
North Carolina
    	
 
    	
01/03/1997
    
	
Air   Systems Engineering, Inc. 
    	
 
    	
Washington
    	
 
    	
05/18/1973
    
	
AirTemp, Inc. 
    	
 
    	
Delaware
    	
 
    	
10/15/1998
    
	
Atlas-Accurate   Holdings, L.L.C. 
    	
 
    	
Delaware
    	
 
    	
12/28/1998
    
	
Atlas   Comfort Systems USA, Inc. 
    	
 
    	
California
    	
 
    	
07/31/2007
    
	
Atlas   Comfort Systems USA, L.L.C. 
    	
 
    	
Delaware
    	
 
    	
06/08/2007
    
	
Batchelor’s   Mechanical Contractors, LLC
    	
 
    	
Alabama
    	
 
    	
03/16/1981
    
	
BCM   Controls Corporation
    	
 
    	
Massachusetts
    	
 
    	
10/03/1984
    
	
California   Comfort Systems USA, Inc. 
    	
 
    	
California
    	
 
    	
05/18/1983
    
	
Comfort   Systems USA (Arkansas), Inc. 
    	
 
    	
Delaware
    	
 
    	
03/17/1998
    
	
Comfort   Systems USA (Baltimore), LLC
    	
 
    	
Delaware
    	
 
    	
10/15/1998
    
	
Comfort   Systems USA (Bristol), Inc. 
    	
 
    	
Delaware
    	
 
    	
08/25/1997
    
	
Comfort   Systems USA (CS1), Inc. 
    	
 
    	
Delaware
    	
 
    	
12/14/2009
    
	
Comfort   Systems USA Energy Services, Inc. 
    	
 
    	
Delaware
    	
 
    	
08/25/1997
    
	
Comfort   Systems USA G.P., Inc. 
    	
 
    	
Delaware
    	
 
    	
08/12/1998
    
	
Comfort   Systems USA (Intermountain), Inc. 
    	
 
    	
Utah
    	
 
    	
05/06/1969
    
	
Comfort   Systems USA (Kentucky), Inc. 
    	
 
    	
Kentucky
    	
 
    	
02/10/1981
    
	
Comfort   Systems USA (MidAtlantic), LLC
    	
 
    	
Virginia
    	
 
    	
01/01/2010
    
	
Comfort   Systems USA (Midwest), LLC
    	
 
    	
Iowa
    	
 
    	
10/13/2009
    
	
Comfort   Systems USA National Accounts, LLC
    	
 
    	
Indiana
    	
 
    	
07/28/1998
    
	
Comfort   Systems USA (Ohio), Inc. 
    	
 
    	
Ohio
    	
 
    	
10/10/1979
    
	
Comfort Systems USA Puerto Rico, Inc. 
    	
 
    	
Puerto Rico
    	
 
    	
07/02/1991
    
	
Comfort   Systems USA (South Central), Inc.
    	
 
    	
Delaware
    	
 
    	
5/24/2007
    
	
Comfort   Systems USA (Southeast), Inc. 
    	
 
    	
Delaware
    	
 
    	
03/24/1998
    
	
Comfort   Systems USA (Southwest), Inc.
    	
 
    	
Arizona
    	
 
    	
12/23/1997
    
	
Comfort   Systems USA (Syracuse), Inc. 
    	
 
    	
New York
    	
 
    	
03/08/1965
    
	
Comfort   Systems USA (Texas), L.P. 
    	
 
    	
Texas
    	
 
    	
08/14/1998
    
	
Comfort   Systems USA (Twin Cities), Inc. 
    	
 
    	
Minnesota
    	
 
    	
08/01/2001
    
	
Comfort   Systems USA (Western Michigan), Inc. 
    	
 
    	
Michigan
    	
 
    	
07/21/1989
    
	
CS53   Acquisition Corp. 
    	
 
    	
Delaware
    	
 
    	
01/26/1999
    
	
Delcard   Associates, LLC 
    	
 
    	
Delaware
    	
 
    	
06/23/2000
    
	
Design   Mechanical Incorporated
    	
 
    	
Delaware
    	
 
    	
10/30/1997
    
	
Dillingham &   Smith Mechanical and Sheet Metal Contractors, LLC
    	
 
    	
Tennessee
    	
 
    	
12/31/2003
    
	
Eastern   Heating & Cooling, Inc. 
    	
 
    	
New York
    	
 
    	
12/19/1988
    
	
Eastern   Refrigeration Co., Inc. 
    	
 
    	
New York
    	
 
    	
01/30/1990
    


 

1











 

	
ENTITY NAME
    	
 
    	
JURISDICTION OF
   ORGANIZATION
    	
 
    	
FORMATION DATE
    
	
Granite   State Holdings Company, Inc. 
    	
 
    	
Delaware
    	
 
    	
11/02/2005
    
	
Granite   State Plumbing & Heating, LLC
    	
 
    	
Delaware
    	
 
    	
07/31/2001
    
	
H &   M Mechanical, Inc. 
    	
 
    	
Delaware
    	
 
    	
06/25/1998
    
	
Helm   Corporation
    	
 
    	
Colorado
    	
 
    	
10/26/1972
    
	
Hess   Mechanical Corporation
    	
 
    	
Delaware
    	
 
    	
03/17/1998
    
	
Hudson   River Heating and Cooling, Inc. 
    	
 
    	
Delaware
    	
 
    	
08/19/2005
    
	
H-VAC   Supply, L.L.C. 
    	
 
    	
Puerto Rico
    	
 
    	
10/18/2006
    
	
Mechanical   Technical Services, Inc. 
    	
 
    	
Delaware
    	
 
    	
05/24/2007
    
	
Merit   Mechanical, Inc. 
    	
 
    	
Washington
    	
 
    	
02/14/1984
    
	
MJ   Mechanical Services, Inc. 
    	
 
    	
Delaware
    	
 
    	
12/12/1997
    
	
North   American Mechanical, Inc. 
    	
 
    	
Delaware
    	
 
    	
03/17/1998
    
	
Plant   Services Incorporated
    	
 
    	
Iowa
    	
 
    	
07/02/1986
    
	
Quality   Air Heating and Cooling, Inc. 
    	
 
    	
Michigan
    	
 
    	
09/10/1980
    
	
Riddleberger   Brothers, Inc. 
    	
 
    	
Virginia
    	
 
    	
12/22/1958
    
	
S.I.   Goldman Company, Inc. 
    	
 
    	
Florida
    	
 
    	
10/04/1976
    
	
S.M.   Lawrence Company, Inc. 
    	
 
    	
Tennessee
    	
 
    	
03/08/1973
    
	
SA   Associates, Inc. 
    	
 
    	
Utah
    	
 
    	
03/27/1984
    
	
Salmon &   Alder, LLC
    	
 
    	
Utah
    	
 
    	
07/08/1996
    
	
Seasonair, Inc. 
    	
 
    	
Maryland
    	
 
    	
10/28/1966
    
	
Temp-Right   Service, Inc. 
    	
 
    	
Delaware
    	
 
    	
09/25/1997
    
	
The   Capital Refrigeration Company
    	
 
    	
Delaware
    	
 
    	
08/06/1998
    


 

2











 

SCHEDULE 7.1

 

Existing Indebtedness

 

Indebtedness Related to Previous Acquisitions:

 

	
Entity/Assets Acquired
    	
 
    	
Remaining Balance
    	
 
    
	
ColonialWebb Contractors Company
    	
 
    	
$
    	
23,269,129.00
    	
 
    
	
ColonialWebb Contractors Company (Bonds)
    	
 
    	
$
    	
2,700,000.00
    	
 
    
	
Dillingham & Smith Mechanical and Sheet Metal   Contractors, LLC
    	
 
    	
$
    	
1,477,875.00
    	
 
    
	
Acorn Industrial, Inc.
    	
 
    	
$
    	
632,107.00
    	
 
    
	
Total
    	
 
    	
$
    	
28,079,111.00
    	
 
    


 











 

SCHEDULE I

to

SECOND AMENDED AND RESTATED SECURITY AGREEMENT

 

Filing Jurisdictions

 

COMFORT SYSTEMS USA, INC. — SUBSIDIARIES

 

	
ENTITY NAME
    	
 
    	
DOMESTIC JURISDICTION
    	
 
    	
FORMATION DATE
    
	
Accu-Temp   GP, Inc.

675   Bering, Suite 400

Houston,   TX  77057
    	
 
    	
Delaware
    	
 
    	
05/21/1998
    
	
Accu-Temp   LP, Inc.

675   Bering, Suite 400

Houston,   TX  77057
    	
 
    	
Delaware
    	
 
    	
05/20/1998
    
	
ACI   Mechanical, Inc.

3116   S. Duff Avenue

Ames,   IA  50010
    	
 
    	
Delaware
    	
 
    	
06/26/1998
    
	
Acorn   Industrial, Inc.

7311   ACC Boulevard

Raleigh,   NC 27617
    	
 
    	
North Carolina
    	
 
    	
01/03/1997
    
	
Air   Systems Engineering, Inc.

3602   South Pine Street

Tacoma,   WA 98409
    	
 
    	
Washington
    	
 
    	
05/18/1973
    
	
AIRTEMP,   INC.

11   Wallace Avenue

South   Portland, ME  04106
    	
 
    	
Delaware
    	
 
    	
10/15/1998
    
	
ARC   Comfort Systems USA, Inc.

675   Bering, Suite 400

Houston,   TX  77057
    	
 
    	
Delaware
    	
 
    	
03/17/1998
    
	
Atlas-Accurate   Holdings, L.L.C.

675   Bering, Suite 400

Houston,   TX  77057
    	
 
    	
Delaware
    	
 
    	
12/28/1998
    
	
Atlas   Comfort Systems USA, Inc.

675   Bering, Suite 400

Houston,   TX  77057
    	
 
    	
California
    	
 
    	
07/31/2007
    
	
Atlas   Comfort Systems USA, L.L.C.

9745   Bent Oak Dr.

Houston,   TX 77040
    	
 
    	
Delaware
    	
 
    	
06/08/2007
    
	
Batchelor’s   Mechanical Contractors, LLC

15444   Industrial Drive

Loxley,   AL 36551
    	
 
    	
Alabama
    	
 
    	
03/16/1981

 
    
	
BCM   Controls Corporation

30   Commerce Way

Woburn,   MA 01801
    	
 
    	
Massachusetts
    	
 
    	
10/03/1984
    
	
California   Comfort Systems USA, Inc.

9750   Distribution Avenue

San   Diego, CA 92121
    	
 
    	
California
    	
 
    	
05/18/1983
    
	
ColonialWebb   Contractors Company

2820   Ackley Avenue

Richmond,   VA 23228
    	
 
    	
Virginia
    	
 
    	
02/18/1977
    
	
Comfort   Systems USA (Arkansas), Inc.

4806   Rixey Road

North   Little Rock, AR  72117
    	
 
    	
Delaware
    	
 
    	
03/17/1998
    
	
Comfort   Systems USA (Baltimore), LLC

675   Bering, Suite 400

Houston,   TX 77057
    	
 
    	
Delaware
    	
 
    	
10/15/1998
    
	
Comfort   Systems USA (Bristol), Inc.

294   Blevins Blvd.

Bristol,   VA  24202
    	
 
    	
Delaware
    	
 
    	
08/25/1997
    


 











 

	
ENTITY NAME
    	
 
    	
DOMESTIC JURISDICTION
    	
 
    	
FORMATION DATE
    
	
Comfort   Systems USA (CS1), Inc.

675   Bering, Suite 400

Houston,   TX  77057
    	
 
    	
Delaware
    	
 
    	
12/14/2009
    
	
Comfort   Systems USA Energy Services, Inc.

7   Waterside Crossing

Windsor,   CT  06095
    	
 
    	
Delaware
    	
 
    	
08/25/1997
    
	
Comfort   Systems USA G.P., Inc.

675   Bering, Suite 400

Houston,   TX  77057
    	
 
    	
Delaware
    	
 
    	
08/12/1998
    
	
Comfort   Systems USA (Intermountain), Inc.

2035   S. Milestone Drive

Salt   Lake City, UT  84104
    	
 
    	
Utah
    	
 
    	
05/06/1969
    
	
Comfort   Systems USA (Kentucky), Inc.

3405   Robards Court

Louisville,   KY 40218
    	
 
    	
Kentucky
    	
 
    	
02/10/1981
    
	
Comfort   Systems USA (MidAtlantic), LLC

1057   Bill Tuck Highway

South   Boston, VA 24592
    	
 
    	
Virginia
    	
 
    	
01/01/2010
    
	
Comfort   Systems USA (Midwest), LLC

1450   SE 69th St., #57

Ankeny,   IA 50021
    	
 
    	
Iowa
    	
 
    	
10/13/2009
    
	
Comfort   Systems USA National Accounts, LLC

2655   Fortune Circle West, Suite E & F

Indianapolis,   IN  46241
    	
 
    	
Indiana
    	
 
    	
07/28/1998
    
	
Comfort   Systems USA (Ohio), Inc.

7401   First Place

Oakwood   Village, OH 44146
    	
 
    	
Ohio
    	
 
    	
10/10/1979
    
	
Comfort   Systems USA Puerto Rico, Inc.

P.O.   Box 4956, Suite 1134

Caguas,   PR 00726
    	
 
    	
Puerto Rico
    	
 
    	
07/02/1991
    
	
Comfort   Systems USA (South Central), Inc.

9745   Bent Oak Drive

Houston,   TX 77040
    	
 
    	
Delaware
    	
 
    	
05/24/2007
    
	
Comfort   Systems USA (Southeast), Inc.

435   Corday Street

Pensacola,   FL  32503
    	
 
    	
Delaware
    	
 
    	
03/24/1998
    
	
Comfort   Systems USA (Southwest), Inc.

6875   W. Galveston

Chandler,   AZ 85226
    	
 
    	
Arizona
    	
 
    	
12/23/1977
    
	
Comfort   Systems USA (Syracuse), Inc.

6500   New Venture Gear Drive

East   Syracuse, NY  13057
    	
 
    	
New York
    	
 
    	
03/08/1965
    
	
Comfort   Systems USA (Texas), L.P.

675   Bering, Suite 400

Houston,   TX 77057
    	
 
    	
Texas
    	
 
    	
08/14/1998
    
	
Comfort   Systems USA (Twin Cities), Inc.

675   Bering, Suite 400

Houston,   TX  77057
    	
 
    	
Minnesota
    	
 
    	
08/01/2001
    
	
Comfort   Systems USA (Western Michigan), Inc.

675   Bering, Suite 400

Houston,   TX  77057
    	
 
    	
Michigan
    	
 
    	
07/21/1989
    
	
CS53   Acquisition Corporation

675   Bering, Suite 400

Houston,   TX  77057
    	
 
    	
Delaware
    	
 
    	
01/26/1999
    
	
Delcard   Associates, LLC

31   Blevins Drive, Suite A

Airport   Industrial Park

New   Castle, DE  19720
    	
 
    	
Delaware
    	
 
    	
06/23/2000
    


 











 

	
ENTITY NAME
    	
 
    	
DOMESTIC JURISDICTION
    	
 
    	
FORMATION DATE
    
	
Design   Mechanical Incorporated

168   CTC Blvd., Suite #D

Louisville,   CO  80027
    	
 
    	
Delaware
    	
 
    	
10/30/1997
    
	
Dillingham   & Smith Mechanical and Sheet Metal Contractors, LLC

2311   Kline Avenue

Nashville,   TN 37211
    	
 
    	
Tennessee
    	
 
    	
12/31/2003
    
	
Eastern   Heating & Cooling, Inc.

880   Broadway

Albany,   NY  12207-1316
    	
 
    	
New York
    	
 
    	
12/19/1988
    
	
Eastern   Refrigeration Co., Inc.

880   Broadway

Albany,   NY  12207-1316
    	
 
    	
New York
    	
 
    	
01/30/1990
    
	
Granite   State Holdings Company, Inc.

675   Bering, Suite 400

Houston,   TX  77057
    	
 
    	
Delaware
    	
 
    	
11/02/2005
    
	
Granite   State Plumbing & Heating, LLC

10   N. Riverdale Road

Weare,   NH 03281
    	
 
    	
Delaware
    	
 
    	
07/31/2001
    
	
H   & M Mechanical, Inc.

135   Belcher Drive

Pelham,   AL  35124
    	
 
    	
Delaware
    	
 
    	
06/25/1998
    
	
Helm   Corporation

675   Bering, Suite 400

Houston,   TX  77057
    	
 
    	
Colorado
    	
 
    	
10/26/1972
    
	
Hess   Mechanical Corporation

9600   Fallard Court

Upper   Marlboro, MD  20772-6703
    	
 
    	
Delaware
    	
 
    	
03/17/1998
    
	
Hudson   River Heating and Cooling, Inc.

675   Bering, Suite 400

Houston,   TX  77057
    	
 
    	
Delaware
    	
 
    	
08/19/2005
    
	
H-VAC   Supply, L.L.C.

P.O.   Box 4956, Suite 1134

Caguas,   PR 00726
    	
 
    	
Puerto Rico
    	
 
    	
10/18/06
    
	
Mechanical   Technical Services, Inc.

9601   Dessau Road, Bldg. 3, Suite 303

Austin,   TX 78754
    	
 
    	
Delaware
    	
 
    	
05/24/2007
    
	
Merit   Mechanical, Inc.

9630   153rd Ave NE

Redmond,   WA 98052
    	
 
    	
Washington
    	
 
    	
02/14/1984
    
	
MJ   Mechanical Services, Inc.

2040   Military Road

Tonawanda,   NY  14150
    	
 
    	
Delaware
    	
 
    	
12/12/1997
    
	
North   American Mechanical, Inc.

6135   North American Lane

De   Forest, WI  53532
    	
 
    	
Delaware
    	
 
    	
03/17/1998
    
	
Plant   Services Incorporated

675   Bering, Suite 400

Houston,   TX  77057
    	
 
    	
Iowa
    	
 
    	
07/02/1986
    
	
Quality   Air Heating & Cooling, Inc.

3395   Kraft Avenue, SE

Grand   Rapids, MI  49512
    	
 
    	
Michigan
    	
 
    	
09/10/1980
    
	
Riddleberger   Brothers, Inc.

6127   S. Valley Pike

Mount   Crawford, VA  22841
    	
 
    	
Virginia
    	
 
    	
12/22/1958
    
	
S.I.   Goldman Company, Inc.

799   Bennett Drive

Longwood,   FL  32750
    	
 
    	
Florida
    	
 
    	
10/04/1976
    


 











 

	
ENTITY NAME
    	
 
    	
DOMESTIC JURISDICTION
    	
 
    	
FORMATION DATE
    
	
S.M.   Lawrence Company, Inc.

245   Preston Street

Jackson,   TN  38301
    	
 
    	
Tennessee
    	
 
    	
03/08/1973
    
	
SA   Associates, Inc.

675   Bering, Suite 400

Houston,   TX  77057
    	
 
    	
Utah
    	
 
    	
03/27/1984
    
	
Salmon   & Alder, L.L.C.

675   Bering, Suite 400

Houston,   TX  77057
    	
 
    	
Utah
    	
 
    	
07/08/1996
    
	
Seasonair,   Inc.

16001-A   Industrial Drive

Gaithersburg,   MD  20877
    	
 
    	
Maryland
    	
 
    	
10/28/1966
    
	
Temp-Right   Service, Inc.

101   North Catlin

Missoula,   MT  59801
    	
 
    	
Delaware
    	
 
    	
09/25/1997
    
	
The   Capital Refrigeration Company

619   E. Jefferson Street

Montgomery,   AL  36104
    	
 
    	
Delaware
    	
 
    	
08/06/1998
    
	
 
    	
 
    	
 
    	
 
    	
 
    


 











 

SCHEDULE II

to

SECOND AMENDED AND RESTATED SECURITY AGREEMENT

 

Stock, Instruments, Documents, Material Chattel Paper and Material Letters of Credit
 Rights

(Other Than Equity and Instruments Listed on Schedule I to the

Second Amended and Restated Pledge Agreement)

 

None

 










 

SCHEDULE III

to

SECOND AMENDED AND RESTATED SECURITY AGREEMENT

 

Schedule of Organizational Identification, Offices, Locations of Collateral and Records Concerning Collateral

 

	
Grantor Official Name, Address of Principal Place
   of Business and Location of Records of Collateral
    	
 
    	
State of
   Organization
    	
 
    	
Entity Type
    	
 
    	
Charter/ID
   Number
    	
 
    	
Prior Names & Trade Names
    	
 
    
	
Accu-Temp   GP, Inc.

675   Bering, Suite 400

Houston,   TX  77057
    	
 
    	
Delaware
    	
 
    	
Corporation
    	
 
    	
2898499
    	
 
    	
 
    	
 
    
	
Accu-Temp   LP, Inc.

675   Bering, Suite 400

Houston,   TX  77057
    	
 
    	
Delaware
    	
 
    	
Corporation
    	
 
    	
2898748
    	
 
    	
 
    	
 
    
	
ACI   Mechanical, Inc.

3116   S. Duff Avenue

Ames, IA  50010
    	
 
    	
Delaware
    	
 
    	
Corporation
    	
 
    	
2913899
    	
 
    	
 
    	
 
    
	
Acorn   Industrial, Inc.

7311   ACC Boulevard

Raleigh,   NC 27617
    	
 
    	
North   Carolina
    	
 
    	
Corporation
    	
 
    	
0414387
    	
 
    	
 
    	
 
    
	
Air   Systems Engineering, Inc.

3602   South Pine Street

Tacoma,   WA 98409
    	
 
    	
Washington
    	
 
    	
Corporation
    	
 
    	
600099211
    	
 
    	
 
    	
 
    
	
AIRTEMP, INC.

11   Wallace Avenue

South   Portland, ME  04106
    	
 
    	
Delaware
    	
 
    	
Corporation
    	
 
    	
2955773
    	
 
    	
 
    	
 
    
	
ARC   Comfort Systems USA, Inc.

675   Bering, Suite 400

Houston,   TX  77057
    	
 
    	
Delaware
    	
 
    	
Corporation
    	
 
    	
2872674
    	
 
    	
 
    	
 
    
	
Atlas-Accurate   Holdings, L.L.C.

675   Bering, Suite 400

Houston,   TX  77057
    	
 
    	
Delaware
    	
 
    	
Limited   Liability Company
    	
 
    	
2985409
    	
 
    	
 
    	
 
    
	
Atlas   Comfort Systems USA, Inc.

675   Bering, Suite 400

Houston,   TX  77057
    	
 
    	
California
    	
 
    	
Corporation
    	
 
    	
C3009313
    	
 
    	
 
    	
 
    
	
Atlas   Comfort Systems USA, L.L.C.

9745   Bent Oak Dr.

Houston,   TX 77040
    	
 
    	
Delaware
    	
 
    	
Limited   Liability Company
    	
 
    	
4357073
    	
 
    	
Atlas   Air Conditioning Company, L.P.; Atlas Comfort Systems USA, L.P.; Atlas   Comfort Systems USA; Atlas Comfort Systems Nevada; Comfort Systems USA Las   Vegas 
    	
 
    
	
Batchelor’s   Mechanical Contractors, LLC

15444   Industrial Drive, Loxley, AL 36551
    	
 
    	
Alabama
    	
 
    	
Limited   Liability Company
    	
 
    	
D/C   081 557
    	
 
    	
 
    	
 
    
	
BCM   Controls Corporation

30   Commerce Way

Woburn,   MA 01801
    	
 
    	
Massachusetts
    	
 
    	
Corporation
    	
 
    	
042842193
    	
 
    	
 
    	
 
    


 










 

	
Grantor Official Name, Address of Principal Place
   of Business and Location of Records of Collateral
    	
 
    	
State of
   Organization
    	
 
    	
Entity Type
    	
 
    	
Charter/ID
   Number
    	
 
    	
Prior Names & Trade Names
    	
 
    
	
California   Comfort Systems USA, Inc.

9750   Distribution Avenue

San   Diego, CA 92121
    	
 
    	
California
    	
 
    	
Corporation
    	
 
    	
1201196
    	
 
    	
TCP   Company
    	
 
    
	
ColonialWebb   Contractors Company

2820   Ackley Drive

Richmond,   VA 23228
    	
 
    	
Virginia
    	
 
    	
Corporation
    	
 
    	
0137512-0
    	
 
    	
Comfort   Systems USA (Carolinas), LLC
    	
 
    
	
Comfort   Systems USA (Arkansas), Inc.

4806   Rixey Road

North   Little Rock, AR  72117
    	
 
    	
Delaware
    	
 
    	
Corporation
    	
 
    	
2872673
    	
 
    	
 
    	
 
    
	
Comfort   Systems USA (Baltimore), LLC

3601   Commerce Drive, Suite 114

Baltimore,   MD 21227
    	
 
    	
Delaware
    	
 
    	
Limited   Liability Company
    	
 
    	
2955787
    	
 
    	
Comfort   Systems USA (Baltimore), Inc.; Comfort Systems USA Federal Services, LLC

 
    	
 
    
	
Comfort   Systems USA (Bristol), Inc.

294   Blevins Blvd.

Bristol,   VA  24202
    	
 
    	
Delaware
    	
 
    	
Corporation
    	
 
    	
2783665
    	
 
    	
Fred   Hayes Heating & Air Conditioning Service Co.; Comfort Systems USA   New River (Bristol)
    	
 
    
	
Comfort   Systems USA (CS1), Inc.

675   Bering, Suite 400

Houston,   TX  77057
    	
 
    	
Delaware
    	
 
    	
Corporation
    	
 
    	
4764567
    	
 
    	
 
    	
 
    
	
Comfort   Systems USA Energy Services, Inc.

7   Waterside Crossing

Windsor,   CT  06095
    	
 
    	
Delaware
    	
 
    	
Corporation
    	
 
    	
2788605
    	
 
    	
Comfort   Systems USA (Hartford), Inc.
    	
 
    
	
Comfort   Systems USA G.P., Inc.

675   Bering, Suite 400

Houston,   TX  77057
    	
 
    	
Delaware
    	
 
    	
Corporation
    	
 
    	
2932812
    	
 
    	
 
    	
 
    
	
Comfort   Systems USA (Intermountain), Inc.

2035   S. Milestone Drive

Salt   Lake City, UT  84104
    	
 
    	
Utah
    	
 
    	
Corporation
    	
 
    	
04982
    	
 
    	
Contract   Services; Salmon & Alder, LLC; SA Associates, Inc.; Martin   Heating & Cooling
    	
 
    
	
Comfort   Systems USA (Kentucky), Inc.

3405   Robards Court

Louisville,   KY 40218
    	
 
    	
Kentucky
    	
 
    	
Corporation
    	
 
    	
0153687
    	
 
    	
Rademaker   Corporation; MELCO Industries, Inc.
    	
 
    
	
Comfort   Systems USA (MidAtlantic), LLC

1057   Bill Tuck Highway

South   Boston, VA 24592
    	
 
    	
Virginia
    	
 
    	
Limited   Liability Company
    	
 
    	
S313150-7
    	
 
    	
Comfort   Systems USA (Carolinas), Inc.; Climate Control, Inc.; Climate   Control, LLC; CCI Systems, Inc.
    	
 
    
	
Comfort   Systems USA (Midwest), LLC

1450   SE 69th St., #57

Ankeny, IA   50021
    	
 
    	
Iowa
    	
 
    	
Limited   Liability Company
    	
 
    	
387726
    	
 
    	
 
    	
 
    
	
Comfort   Systems USA National Accounts, LLC

2655   Fortune Circle West, Suite E & F

Indianapolis, IN  46241
    	
 
    	
Indiana
    	
 
    	
Limited   Liability Company
    	
 
    	
1998071673
    	
 
    	
Accu-Temp,   LLC
    	
 
    
	
Comfort   Systems USA (Ohio), Inc.

7401   First Place

Oakwood   Village, OH 44146
    	
 
    	
Ohio
    	
 
    	
Corporation
    	
 
    	
543269
    	
 
    	
 
    	
 
    


 










 

	
Grantor Official Name, Address of Principal Place
   of Business and Location of Records of Collateral
    	
 
    	
State of
   Organization
    	
 
    	
Entity Type
    	
 
    	
Charter/ID
   Number
    	
 
    	
Prior Names & Trade Names
    	
 
    
	
Comfort   Systems USA Puerto Rico, Inc.

P.O. Box   4956, Suite 1134

Caguas,   PR 00726
    	
 
    	
Puerto   Rico
    	
 
    	
Corporation
    	
 
    	
78,907
    	
 
    	
James   Air Conditioning Enterprises, Inc.
    	
 
    
	
Comfort   Systems USA (South Central), Inc.

9745   Bent Oak Drive

Houston,   TX  77040
    	
 
    	
Delaware
    	
 
    	
Corporation
    	
 
    	
4357078
    	
 
    	
Atlas   Comfort Systems USA; Accurate Air Systems, L.P.; Accurate Air Systems, Inc.
    	
 
    
	
Comfort   Systems USA (Southeast), Inc.

435   Corday Street

Pensacola,   FL  32503
    	
 
    	
Delaware
    	
 
    	
Corporation
    	
 
    	
2875705
    	
 
    	
Comfort   Systems USA (Atlanta), Inc.; H & M Mechanical, Inc.;   Gulfside Mechanical, Inc.; Neel Mechanical Contractors, Inc.; Neel   Mechanical, Inc.; Batchelor’s Mechanical Contractors
    	
 
    
	
Comfort   Systems USA (Southwest), Inc.

6875   W. Galveston

Chandler,   AZ  85226
    	
 
    	
Arizona
    	
 
    	
Corporation
    	
 
    	
113419
    	
 
    	
Conditioned   Air Mechanical Services, Inc.; The Bengtsson Group, Inc.; Tri-City   Mechanical, Inc.; Madera Mechanical Company
    	
 
    
	
Comfort   Systems USA (Syracuse), Inc.

6500   New Venture Gear Drive

East   Syracuse, NY  13057
    	
 
    	
New   York 
    	
 
    	
Corporation
    	
 
    	
N/A
    	
 
    	
Armani   Plumbing & Mechanical; ABJ Fire Protection Company; Woodcock &   Associates, Inc.; Woodcock & Armani; Billone Mechanical   Contractors
    	
 
    
	
Comfort   Systems USA (Texas), L.P.

675   Bering, Suite 400

Houston,   TX 77057
    	
 
    	
Texas
    	
 
    	
Limited   Partnership
    	
 
    	
00111578-10
    	
 
    	
 
    	
 
    
	
Comfort   Systems USA (Twin Cities), Inc.

675   Bering, Suite 400

Houston,   TX  77057
    	
 
    	
Minnesota
    	
 
    	
Corporation
    	
 
    	
2P-1011
    	
 
    	
 
    	
 
    
	
Comfort   Systems USA (Western Michigan), Inc.

675   Bering, Suite 400

Houston,   TX  77057
    	
 
    	
Michigan
    	
 
    	
Corporation
    	
 
    	
341-042
    	
 
    	
 
    	
 
    
	
CS53   Acquisition Corporation

675   Bering, Suite 400

Houston,   TX  77057
    	
 
    	
Delaware
    	
 
    	
Corporation
    	
 
    	
2997337
    	
 
    	
 
    	
 
    
	
Delcard   Associates, LLC

31   Blevins Drive, Suite A

Airport   Industrial Park

New   Castle, DE  19720
    	
 
    	
Delaware
    	
 
    	
Limited   Liability Company
    	
 
    	
3250401
    	
 
    	
Delcard   Heating & Air Conditioning, Inc.
    	
 
    
	
Design   Mechanical Incorporated

168   CTC Blvd., Suite #D

Louisville,   CO  80027
    	
 
    	
Delaware
    	
 
    	
Corporation
    	
 
    	
2814928
    	
 
    	
Western   Building Services, Inc.; Breckenridge Mechanical, Inc.
    	
 
    
	
Dillingham &   Smith Mechanical and Sheet Metal Contractors, LLC

2311   Kline Avenue

Nashville,   TN 37211
    	
 
    	
Tennessee
    	
 
    	
Limited   Liability Company
    	
 
    	
000460366
    	
 
    	
 
    	
 
    


 










 

	
Grantor Official Name, Address of Principal Place
   of Business and Location of Records of Collateral
    	
 
    	
State of
   Organization
    	
 
    	
Entity Type
    	
 
    	
Charter/ID
   Number
    	
 
    	
Prior Names & Trade Names
    
	
Eastern   Heating & Cooling, Inc.

880   Broadway

Albany,   NY  12207-1316
    	
 
    	
New   York
    	
 
    	
Corporation
    	
 
    	
N/A
    	
 
    	
 
    
	
Eastern   Refrigeration Co., Inc.

880   Broadway

Albany,   NY  12207-1316
    	
 
    	
New   York
    	
 
    	
Corporation
    	
 
    	
N/A
    	
 
    	
 
    
	
Granite   State Holdings Company, Inc.

675   Bering, Suite 400

Houston,   TX  77057
    	
 
    	
Delaware
    	
 
    	
Corporation
    	
 
    	
4054936
    	
 
    	
 
    
	
Granite   State Plumbing & Heating, LLC

10   N. Riverdale Road

Weare,   NH 03281
    	
 
    	
Delaware
    	
 
    	
Limited   Liability Company
    	
 
    	
3420719
    	
 
    	
 
    
	
H &   M Mechanical, Inc.

135   Belcher Drive

Pelham,   AL  35124
    	
 
    	
Delaware
    	
 
    	
Corporation
    	
 
    	
2913102
    	
 
    	
Comfort   Systems USA (Atlanta), Inc.; Helm Corporation; MidSouth Controls LLC
    
	
Helm   Corporation

675   Bering, Suite 400

Houston,   TX  77057
    	
 
    	
Colorado
    	
 
    	
Corporation
    	
 
    	
19871249912
    	
 
    	
 
    
	
Hess   Mechanical Corporation

9600   Fallard Court

Upper   Marlboro, MD  20772-6703
    	
 
    	
Delaware
    	
 
    	
Corporation
    	
 
    	
2872661
    	
 
    	
 
    
	
Hudson   River Heating and Cooling, Inc.

675   Bering, Suite 400

Houston,   TX  77057
    	
 
    	
Delaware
    	
 
    	
Corporation
    	
 
    	
4018441
    	
 
    	
 
    
	
H-VAC   Supply, L.L.C.

P.O. Box   4956, Suite 1134

Caguas,   PR 00726
    	
 
    	
Puerto   Rico
    	
 
    	
Limited   Liability Company
    	
 
    	
423
    	
 
    	
 
    
	
Mechanical   Technical Services, Inc.

9601   Dessau Road, Bldg. 3, Suite 303

Austin,   TX 78754
    	
 
    	
Delaware
    	
 
    	
Corporation
    	
 
    	
4367814
    	
 
    	
Mechanical   Technical Services, L.P.; MTECH
    
	
Merit   Mechanical, Inc.

9630   153rd Ave NE

Redmond,   WA 98052
    	
 
    	
Washington
    	
 
    	
Corporation
    	
 
    	
600517946
    	
 
    	
 
    
	
MJ   Mechanical Services, Inc.

2040   Military Road

Tonawanda,   NY  14150
    	
 
    	
Delaware
    	
 
    	
Corporation
    	
 
    	
2832395
    	
 
    	
JM   State Refrigeration; Vastola Heating & Air Conditioning 
    
	
North   American Mechanical, Inc.

6135   North American Lane

De   Forest, WI  53532
    	
 
    	
Delaware
    	
 
    	
Corporation
    	
 
    	
2872663
    	
 
    	
Masterson   Plumbing
    
	
Plant   Services Incorporated

675   Bering, Suite 400

Houston,   TX  77057
    	
 
    	
Iowa
    	
 
    	
Corporation
    	
 
    	
109676
    	
 
    	
 
    


 










 

	
Grantor Official Name, Address of Principal Place
   of Business and Location of Records of Collateral
    	
 
    	
State of
   Organization
    	
 
    	
Entity Type
    	
 
    	
Charter/ID
   Number
    	
 
    	
Prior Names & Trade Names
    
	
Quality   Air Heating & Cooling, Inc.

3395   Kraft Avenue, SE

Grand   Rapids, MI  49512
    	
 
    	
Michigan
    	
 
    	
Corporation
    	
 
    	
233-444
    	
 
    	
Control   Logic
    
	
Riddleberger   Brothers, Inc.

6127   S. Valley Pike

Mount   Crawford, VA  22841
    	
 
    	
Virginia
    	
 
    	
Corporation
    	
 
    	
0081890
    	
 
    	
 
    
	
S.I.   Goldman Company, Inc.

799   Bennett Drive

Longwood,   FL  32750
    	
 
    	
Florida
    	
 
    	
Corporation
    	
 
    	
515751
    	
 
    	
Comfort   Systems USA (Florida), Inc.
    
	
S.M.   Lawrence Company, Inc.

245   Preston Street

Jackson,   TN  38301
    	
 
    	
Tennessee
    	
 
    	
Corporation
    	
 
    	
00101230
    	
 
    	
Comfort   Systems USA (Tennessee), Inc.
    
	
SA   Associates, Inc.

675   Bering, Suite 400

Houston,   TX  77057
    	
 
    	
Utah
    	
 
    	
Corporation
    	
 
    	
108921
    	
 
    	
Salmon &   Alder Associates
    
	
Salmon &   Alder, L.L.C.

675   Bering, Suite 400

Houston,   TX  77057
    	
 
    	
Utah
    	
 
    	
Limited   Liability Company
    	
 
    	
LC014499
    	
 
    	
 
    
	
Seasonair, Inc.

16001-A   Industrial Drive

Gaithersburg,   MD  20877
    	
 
    	
Maryland
    	
 
    	
Corporation
    	
 
    	
D0193599
    	
 
    	
 
    
	
Temp-Right   Service, Inc.

101   North Catlin

Missoula,   MT  59801
    	
 
    	
Delaware
    	
 
    	
Corporation
    	
 
    	
2800213
    	
 
    	
Carson   Brothers
    
	
The   Capital Refrigeration Company

619   E. Jefferson Street

Montgomery,   AL  36104
    	
 
    	
Delaware
    	
 
    	
Corporation
    	
 
    	
2930477
    	
 
    	
 
    


 

Names of Persons from whom a Grantor has acquired assets during the past two (2) years, other than assets acquired in the ordinary course of business:

TCP Company, Inc.: assets acquired by California Comfort Systems USA, Inc. (7/11/11)

MELCO Industries, Inc.: assets acquired by Comfort Systems USA (Kentucky), Inc. (1/3/11)

Masterson Plumbing, LLC: assets acquired by North American Mechanical, Inc. (11/1/10)

Breckenridge Mechanical, Inc.: assets acquired by Design Mechanical, Inc. (8/31/10)

Billone Mechanical Contractors, Inc.: assets acquired by Comfort Systems USA (Syracuse), Inc. (12/31/2009)

Lolo Plumbing & Heating: assets acquired by Temp-Right Service, Inc. (11/11/2009)

Rademaker Corporation: assets acquired by Comfort Systems USA (Kentucky), Inc. (11/1/2009)

 









 

SCHEDULE I

to

SECOND AMENDED AND RESTATED PLEDGE AGREEMENT

 

Part A

Pledged Shares

 

	
Pledged Entity
    	
 
    	
Class of
   Common
   Stock
    	
 
    	
Stock
   Certificate
   Number(s)
    	
 
    	
Number
   of Shares
    	
 
    	
Pledgor(s)/Percentage of Outstanding
   Shares
    
	
1
    	
Accu-Temp   GP, Inc.
    	
 
    	
Common
    	
 
    	
CS1
    	
 
    	
100
    	
 
    	
100   % of shares owned by Borrower
    
	
2
    	
Accu-Temp   LP, Inc.
    	
 
    	
Common
    	
 
    	
CS1
    	
 
    	
100
    	
 
    	
100   % of shares owned by Borrower
    
	
3
    	
ACI   Mechanical, Inc.
    	
 
    	
Common
    	
 
    	
CS1
    	
 
    	
100
    	
 
    	
100   % of shares owned by Borrower
    
	
4
    	
Acorn   Industrial, Inc.
    	
 
    	
Common
    	
 
    	
CS1
    	
 
    	
100
    	
 
    	
100   % of shares owned by Comfort Systems USA (CS1), Inc.
    
	
5
    	
Air   Systems Engineering, Inc.
    	
 
    	
Common
    	
 
    	
CS1
    	
 
    	
100
    	
 
    	
100   % of shares owned by Borrower
    
	
6
    	
AIRTEMP, INC.
    	
 
    	
Common
    	
 
    	
CS1
    	
 
    	
100
    	
 
    	
100   % of shares owned by Borrower
    
	
7
    	
ARC   Comfort Systems USA, Inc.
    	
 
    	
Common
    	
 
    	
CS1
    	
 
    	
100
    	
 
    	
100   % of shares owned by Borrower
    
	
8
    	
Atlas-Accurate   Holdings, L.L.C.
    	
 
    	
N/A
    	
 
    	
N/A
    	
 
    	
N/A
    	
 
    	
100%   member interest — CS53 Acquisition Corp.
    
	
9
    	
Atlas   Comfort Systems USA, Inc.
    	
 
    	
Common
    	
 
    	
CS1
    	
 
    	
100
    	
 
    	
100   % of shares owned by Borrower
    
	
10
    	
Atlas   Comfort Systems USA, L.L.C.
    	
 
    	
N/A
    	
 
    	
N/A
    	
 
    	
N/A
    	
 
    	
100%   member interest — Hess Mechanical Corporation
    
	
11
    	
Batchelor’s   Mechanical Contractors, LLC
    	
 
    	
N/A
    	
 
    	
N/A
    	
 
    	
N/A
    	
 
    	
100   % of shares owned by H & M Mechanical, Inc.
    
	
12
    	
BCM   Controls Corporation
    	
 
    	
Common
    	
 
    	
CS1
    	
 
    	
100
    	
 
    	
100   % of shares owned by Borrower
    
	
13
    	
California   Comfort Systems USA, Inc.
    	
 
    	
Common
    	
 
    	
CS1
    	
 
    	
100
    	
 
    	
100   % of shares owned by Borrower
    
	
14
    	
ColonialWebb   Contractors Company
    	
 
    	
Common
    	
 
    	
CS1
    	
 
    	
100
    	
 
    	
100%   of shares owned by Borrower
    
	
15
    	
Comfort   Systems USA (Arkansas), Inc.
    	
 
    	
Common
    	
 
    	
CS1
    	
 
    	
100
    	
 
    	
100   % of shares owned by Borrower
    
	
16
    	
Comfort   Systems USA (Baltimore), LLC
    	
 
    	
N/A
    	
 
    	
N/A
    	
 
    	
N/A
    	
 
    	
100   % member interest — Hess Mechanical Corporation
    
	
17
    	
Comfort   Systems USA (Bristol), Inc.
    	
 
    	
Common
    	
 
    	
CS1
    	
 
    	
100
    	
 
    	
100   % of shares owned by Borrower
    
	
18
    	
Comfort   Systems USA (CS1), Inc.
    	
 
    	
Common
    	
 
    	
CS1
    	
 
    	
100
    	
 
    	
100   % of shares owned by Borrower
    
	
19
    	
Comfort   Systems USA Energy Services, Inc.
    	
 
    	
Common
    	
 
    	
CS1
    	
 
    	
100
    	
 
    	
100   % of shares owned by Borrower
    
	
20
    	
Comfort   Systems USA G.P., Inc.
    	
 
    	
Common
    	
 
    	
CS1
    	
 
    	
100
    	
 
    	
100   % of shares owned by Borrower
    
	
21
    	
Comfort   Systems USA (Intermountain), Inc.
    	
 
    	
Common
    	
 
    	
CS1
    	
 
    	
100
    	
 
    	
100   % of shares owned by Borrower
    
	
22
    	
Comfort   Systems USA (Kentucky), Inc.
    	
 
    	
Common
    	
 
    	
CS1
    	
 
    	
N/A
    	
 
    	
100%   of shares owned by Borrower
    
	
23
    	
Comfort   Systems USA (MidAtlantic), LLC
    	
 
    	
N/A
    	
 
    	
N/A
    	
 
    	
N/A
    	
 
    	
100%   member interest — Riddleberger Brothers, Inc.
    
	
24
    	
Comfort   Systems USA (Midwest), LLC
    	
 
    	
N/A
    	
 
    	
N/A
    	
 
    	
N/A
    	
 
    	
100%   member interest — ACI Mechanical, Inc.
    
	
25
    	
Comfort   Systems USA National Accounts, LLC
    	
 
    	
N/A
    	
 
    	
N/A
    	
 
    	
N/A
    	
 
    	
1%   member interest — Accu-Temp GP, Inc. 99% member interest — Accu-Temp   LP, Inc.
    
	
26
    	
Comfort   Systems USA (Ohio), Inc.
    	
 
    	
Common
    	
 
    	
CS1
    	
 
    	
100
    	
 
    	
100   % of shares owned by Borrower
    
	
27
    	
Comfort   Systems USA Puerto Rico, Inc.
    	
 
    	
Common
    	
 
    	
CS1
    	
 
    	
100
    	
 
    	
100   % of shares owned by Borrower
    


 











 

	
28
    	
Comfort   Systems USA (South Central), Inc.
    	
 
    	
Common
    	
 
    	
CS1
    	
 
    	
100
    	
 
    	
100   % of shares owned by Borrower
    
	
29
    	
Comfort   Systems USA (Southeast), Inc.
    	
 
    	
Common
    	
 
    	
CS1
    	
 
    	
100
    	
 
    	
100   % of shares owned by Borrower
    
	
30
    	
Comfort   Systems USA (Southwest), Inc.
    	
 
    	
Common
    	
 
    	
CS1
    	
 
    	
100
    	
 
    	
100   % of shares owned by Borrower
    
	
31
    	
Comfort   Systems USA (Syracuse), Inc.
    	
 
    	
Common
    	
 
    	
CS1
    	
 
    	
100
    	
 
    	
100   % of shares owned by Borrower
    
	
32
    	
Comfort   Systems USA (Texas), L.P.
    	
 
    	
N/A
    	
 
    	
N/A
    	
 
    	
N/A
    	
 
    	
1%   general partner interest — Comfort Systems USA GP, Inc. 99% limited   partner interest — Comfort Systems USA (Southwest), Inc.
    
	
33
    	
Comfort   Systems USA (Twin Cities), Inc.
    	
 
    	
Common
    	
 
    	
CS1
    	
 
    	
100
    	
 
    	
100   % of shares owned by Borrower
    
	
34
    	
Comfort   Systems USA (Western Michigan), Inc.
    	
 
    	
Common
    	
 
    	
CS1
    	
 
    	
 
    	
 
    	
100   % of shares owned by Borrower
    
	
35
    	
CS53   Acquisition Corporation
    	
 
    	
Common
    	
 
    	
CS1
    	
 
    	
100
    	
 
    	
100   % of shares owned by Borrower
    
	
36
    	
Delcard   Associates, LLC
    	
 
    	
N/A
    	
 
    	
N/A
    	
 
    	
N/A
    	
 
    	
100   % of shares owned by Seasonair, Inc.
    
	
37
    	
Design   Mechanical Incorporated
    	
 
    	
Common
    	
 
    	
CS1
    	
 
    	
100
    	
 
    	
100   % of shares owned by Borrower
    
	
38
    	
Dillingham &   Smith Mechanical and Sheet Metal Contractors, LLC
    	
 
    	
N/A
    	
 
    	
N/A
    	
 
    	
N/A
    	
 
    	
100%   member interest — S.M. Lawrence Company, Inc.
    
	
39
    	
Eastern   Heating & Cooling, Inc.
    	
 
    	
Common
    	
 
    	
CS1
    	
 
    	
100
    	
 
    	
100   % of shares owned by Borrower
    
	
40
    	
Eastern   Refrigeration Co., Inc.
    	
 
    	
Common
    	
 
    	
CS1
    	
 
    	
100
    	
 
    	
100   % of shares owned by Borrower
    
	
41
    	
Granite   State Holdings Company, Inc.
    	
 
    	
Common
    	
 
    	
CS1
    	
 
    	
100
    	
 
    	
100   % of shares owned by Borrower
    
	
42
    	
Granite   State Plumbing & Heating, LLC
    	
 
    	
N/A
    	
 
    	
N/A
    	
 
    	
N/A
    	
 
    	
100%   membership interest — Granite State Holdings Company, Inc.
    
	
43
    	
H &   M Mechanical, Inc.
    	
 
    	
Common
    	
 
    	
CS1
    	
 
    	
100
    	
 
    	
100   % of shares owned by Borrower
    
	
44
    	
Helm   Corporation
    	
 
    	
Common
    	
 
    	
CS1
    	
 
    	
100
    	
 
    	
100   % of shares owned by Borrower
    
	
45
    	
Hess   Mechanical Corporation
    	
 
    	
Common
    	
 
    	
CS1
    	
 
    	
100
    	
 
    	
100   % of shares owned by Borrower
    
	
46
    	
Hudson   River Heating and Cooling, Inc.
    	
 
    	
Common
    	
 
    	
CS1
    	
 
    	
100
    	
 
    	
100   % of shares owned by Borrower
    
	
47
    	
H-VAC   Supply, L.L.C.
    	
 
    	
N/A
    	
 
    	
N/A
    	
 
    	
N/A
    	
 
    	
100%   member interest — Comfort Systems USA Puerto Rico, Inc.
    
	
48
    	
Mechanical   Technical Services, Inc.
    	
 
    	
Common
    	
 
    	
CS1
    	
 
    	
100
    	
 
    	
100   % of shares owned by Borrower
    
	
49
    	
Merit   Mechanical, Inc.
    	
 
    	
Common
    	
 
    	
CS1
    	
 
    	
100
    	
 
    	
100   % of shares owned by Borrower
    
	
50
    	
MJ   Mechanical Services, Inc.
    	
 
    	
Common
    	
 
    	
CS1
    	
 
    	
100
    	
 
    	
100   % of shares owned by Borrower
    
	
51
    	
North   American Mechanical, Inc.
    	
 
    	
Common
    	
 
    	
CS1
    	
 
    	
100
    	
 
    	
100   % of shares owned by Borrower
    
	
52
    	
Plant   Services Incorporated
    	
 
    	
Common
    	
 
    	
CS1
    	
 
    	
100
    	
 
    	
100   % of shares owned by ACI Mechanical, Inc.
    
	
53
    	
Quality   Air Heating & Cooling, Inc.
    	
 
    	
Common
    	
 
    	
CS1
    	
 
    	
100
    	
 
    	
100   % of shares owned by Borrower
    
	
54
    	
Riddleberger   Brothers, Inc.
    	
 
    	
Common
    	
 
    	
CS1
    	
 
    	
100
    	
 
    	
100   % of shares owned by Borrower
    
	
55
    	
S.I.   Goldman Company, Inc.
    	
 
    	
Common
    	
 
    	
CS1
    	
 
    	
750
    	
 
    	
100   % of shares owned by Borrower
    
	
56
    	
S.M.   Lawrence Company, Inc.
    	
 
    	
Common
    	
 
    	
CS1
    	
 
    	
100
    	
 
    	
100   % of shares owned by Borrower
    
	
57
    	
SA   Associates, Inc.
    	
 
    	
Common
    	
 
    	
CS1
    	
 
    	
100
    	
 
    	
100   % of shares owned by Borrower
    
	
58
    	
Salmon &   Alder, L.L.C.
    	
 
    	
N/A
    	
 
    	
N/A
    	
 
    	
N/A
    	
 
    	
100%   membership interest — SA Associates, Inc.
    
	
59
    	
Seasonair, Inc.
    	
 
    	
Common
    	
 
    	
CS1
    	
 
    	
1,544,000
    	
 
    	
100   % of shares owned by Borrower
    
	
60
    	
Temp-Right   Service, Inc.
    	
 
    	
Common
    	
 
    	
CS1
    	
 
    	
100
    	
 
    	
100   % of shares owned by Borrower
    


 











 

	
61
    	
The   Capital Refrigeration Company
    	
 
    	
Common
    	
 
    	
CS1
    	
 
    	
100
    	
 
    	
100   % of shares owned by Borrower