Exhibit 10.1


 


Schedules and Exhibits


 


	
  Exhibit 2.1

  	
   

  	
  Revolving
  Note

  
	
  Exhibit 2.2(b)

  	
   

  	
  Borrowing
  Notice

  
	
  Exhibit 2.3(c)

  	
   

  	
  Continuation/Conversion
  Notice

  
	
  Exhibit 2.8

  	
   

  	
  Intentionally
  Left Blank

  
	
  Exhibit 6.2(b)

  	
   

  	
  Certificate
  Accompanying Financial Statements

  
	
  Exhibit 10.5

  	
   

  	
  Assignment
  and Acceptance Agreement

  
	
   

  	
   

  	
   

  
	
  Schedule
  1.1(a)

  	
   

  	
  Existing
  Liens

  
	
  Schedule
  3.1

  	
   

  	
  Lenders
  Schedule

  
	
  Schedule
  4.1

  	
   

  	
  Security
  Documents

  
	
  Schedule
  5

  	
   

  	
  Disclosure
  Schedule

  
	
   

  	
   

  	
  Section 5.6

  	
  Material
  Adverse Effect

  
	
   

  	
   

  	
  Section 5.7

  	
  Material
  Restrictions

  
	
   

  	
   

  	
  Section 5.9

  	
  Litigation

  
	
   

  	
   

  	
  Section 5.10

  	
  Labor
  Disputes and Acts of God

  
	
   

  	
   

  	
  Section 5.11

  	
  ERISA
  Disclosures

  
	
   

  	
   

  	
  Section 5.12

  	
  Environmental
  and Other Laws

  
	
   

  	
   

  	
  Section 5.13

  	
  Names
  and Places of Business

  
	
   

  	
   

  	
  Section 5.14

  	
  Subsidiaries

  
	
  Schedule 7.1

  	
   

  	
  Existing Indebtedness

  



 


1

















 


EXHIBIT 2.1


 


AMENDED AND
RESTATED REVOLVING NOTE


 




	
  Houston, Texas

  	
   

  	
  February           ,
  2007

  






 


FOR VALUE RECEIVED, the
undersigned, Comfort Systems USA, Inc., a Delaware corporation (herein
called “Borrower”), hereby promises to pay to the order of                                                                             
(herein called “Lender”), the principal sum equal to its Revolving Loan
Commitment as set forth in the Credit Agreement (as hereinafter defined), or,
if greater or less, the aggregate unpaid principal amount of the Revolving
Loans made by Lender to Borrower pursuant to the terms of the Credit Agreement
(as hereinafter defined), together with interest on the unpaid principal balance
thereof as set forth in the Credit Agreement, both principal and interest
payable as herein provided in lawful money of the United States of America at
the offices of Agent under the Credit Agreement, or at such other place within
Houston, Harris County, Texas, as from time to time may be designated by the
holder of this Note.


 


This Note (a) is issued
and delivered under that certain Amended and Restated Credit Agreement of even
date herewith among Borrower, Wachovia Bank, N.A., as Lead Arranger and Administrative
Agent, and the lenders (including Lender) referred to therein (herein, as from
time to time supplemented, amended or restated, called the “Credit Agreement”),
and is a “Note” as defined therein, (b) is subject to the terms and
provisions of the Credit Agreement, which contains provisions for payments and
prepayments hereunder and acceleration of the maturity hereof upon the
happening of certain stated events, and (c) is secured by and entitled to
the benefits of certain Security Documents (as identified and defined in the
Credit Agreement).  Payments on this Note
shall be made and applied as provided in the Credit Agreement.  Reference is hereby made to the Credit Agreement
for a description of certain rights, limitations of rights, obligations and
duties of the parties hereto and for the meanings assigned to terms used and
not defined herein and to the Security Documents for a description of the
nature and extent of the security thereby provided and the rights of the
parties thereto.


 


Notwithstanding the
foregoing paragraph and all other provisions of this Note, in no event shall
the interest payable hereon, whether before or after maturity, exceed the
maximum amount of interest which, under applicable Law, may be contracted for,
charged, or received on this Note, and this Note is expressly made subject to
the provisions of the Credit Agreement which more fully set out the limitations
on how interest accrues hereon.  In the
event applicable Law provides for an interest ceiling under Chapter 303 of the
Texas Finance Code (the “Texas Finance Code”) as amended, for that day, the
ceiling shall be the “weekly ceiling” as defined in the Texas Finance Code and
shall be used in this Note for calculating the Highest Lawful Rate and for all
other purposes.  The term “applicable law”
as used in this Note shall mean the laws of the State of Texas or the laws of
the United States, whichever laws allow the greater interest, as such laws now
exist or may be changed or amended or come into effect in the future.


 


If this Note is placed in
the hands of an attorney for collection after default, or if all or any part of
the indebtedness represented hereby is proved, established or collected in any
court or in any bankruptcy, receivership, debtor relief, probate or other court
proceedings, Borrower and 


 


2

















 


all
endorsers, sureties and guarantors of this Note jointly and severally agree to
pay reasonable attorneys’ fees and collection costs to the holder hereof in
addition to the principal and interest payable hereunder.


 


Borrower and all endorsers,
sureties and guarantors of this Note hereby severally waive demand,
presentment, notice of demand and of dishonor and nonpayment of this Note,
protest, notice of protest, notice of intention to accelerate the maturity of
this Note, declaration or notice of acceleration of the maturity of this Note,
diligence in collecting, the bringing of any suit against any party and any
notice of or defense on account of any extensions, renewals, partial payments
or changes in any manner of or in this Note or in any of its terms, provisions
and covenants, or any releases or substitutions of any security, or any delay,
indulgence or other act of any trustee or any holder hereof, whether before or
after maturity.


 


This Note and the rights and
duties of the parties hereto shall be governed by the Laws of the State of
Texas (without regard to principles of conflicts of law), except to the extent
the same are governed by applicable federal Law.


 


This indebtedness evidenced
by this Note is given in partial renewal, extension and restatement of (but not
in extinguishment or novation of) the Prior Indebtedness, as defined and
described in the Credit Agreement.


 


	
   

  	
  COMFORT
  SYSTEMS USA, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


3

















 


EXHIBIT 2.2(b)


 


BORROWING
NOTICE


 


Reference is made to that
certain Amended and Restated Credit Agreement dated as of February           ,
2007 (as from time to time amended, the “Agreement”), by and among Comfort
Systems USA, Inc. (“Borrower”), Wachovia Bank, N.A., as Lead Arranger and
Administrative Agent, and certain financial institutions (“Lenders”).  Terms which are defined in the Agreement are
used herein with the meanings given them in the Agreement.  Borrower hereby requests a Borrowing of new
Revolving Loans to be advanced pursuant to Section 2.2(a) of the
Agreement as follows:


 


	
  Aggregate
  amount of Borrowing:

  	
   

  	
  $____________________

  
	
  Type
  of Loans in Borrowing:

  	
   

  	
  _____________________

  
	
  Date
  on which Revolving Loans are to be advanced:

  	
   

  	
  _____________________

  
	
  Length
  of Interest Period for

  	
   

  	
   

  
	
  Eurodollar
  Loans (1, 2, 3, or 6 months):

  	
   

  	
                    months

  
	
  If combined with existing
  Revolving Loans see attached Continuation/Conversion Notice.

  	
   

  	
   

  



 


To induce Lenders to make
such Revolving Loans, Borrower hereby represents, warrants, acknowledges, and
agrees to and with Agent and each Lender that:


 


(a)                                  The officer of
Borrower signing this instrument is the duly elected, qualified and acting officer
of Borrower as indicated below such officer’s signature hereto having all
necessary authority to act for Borrower in making the request herein contained.


 


(b)                                 The
representations and warranties of Borrower set forth in the Agreement and the
other Loan Documents are true and correct in all material respects (without
duplication of materiality qualifiers contained therein) on and as of the date
hereof (except to the extent that the facts on which such representations and
warranties are based have been changed by the extension of credit under the
Agreement), with the same effect as though such representations and warranties
had been made on and as of the date hereof, except for any such representation
or warranty that expressly applies to a specified earlier date, in which case
such representation or warranty shall have been true in all material respects
on and as of such earlier date.


 


(c)                                  There does not
exist on the date hereof any condition or event which constitutes a Default
which has not been waived in writing as provided in Section 10.1(a) of
the Agreement; nor will any such Default exist upon Borrower’s receipt and
application of the Loans requested hereby. 
Borrower will use the Loans hereby requested in compliance with Section 2.4
of the Agreement.


 


(d)                                 Except to the
extent waived in writing as provided in Section 10.1(a) of the
Agreement, each Restricted Person has performed and complied with all
agreements and conditions in the Agreement required to be performed or complied
with by such Restricted 


 


1

















 


Person
on or prior to the date hereof, and each of the conditions precedent to
Advances contained in the Agreement remains satisfied.


 


(e)                                  Intentionally
Left Blank.


 


(f)                                    The Loan
Documents have not been modified, amended or supplemented by any unwritten
representations or promises, by any course of dealing, or by any other means
not provided for in Section 10.1(a) of the Agreement.  The Agreement and the other Loan Documents
are hereby ratified, approved, and confirmed in all respects.


 


The officer of Borrower
signing this instrument hereby certifies that, to the best of his knowledge
after due inquiry, the above representations, warranties, acknowledgments, and
agreements of Borrower are true, correct and complete.


 


IN WITNESS WHEREOF, this
instrument is executed as of                         ,
20    .


 


	
   

  	
  COMFORT
  SYSTEMS USA, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


2

















 


EXHIBIT 2.3(c)


 


CONTINUATION/CONVERSION
NOTICE


 


Reference is made to that
certain Amended and Restated Credit Agreement dated as of February           ,
2007 (as from time to time amended, the “Agreement”), by and among Comfort
Systems USA, Inc. (“Borrower”), Wachovia Bank, N.A., as Lead Arranger and
Administrative Agent, and the lenders referred to therein (“Lenders”).  Terms which are defined in the Agreement are
used herein with the meanings given them in the Agreement.


 


Borrower hereby requests a
Conversion or Continuation of existing Loans into a new Borrowing pursuant to Section 2.3
of the Agreement as follows:


 


Existing Borrowing(s) to
be continued or converted:


 


$                        
of Eurodollar Loans with Interest Period ending                                  


$                        
of Base Rate Loans


 


If being combined with new
Loans, $                        
of new Loans to be advanced on                                               


 


Aggregate amount of Borrowing:                $                        


 


Type of Loans in new Borrowing:                                      


 


Date of Continuation or Conversion:                        


 


Length of Interest Period for Eurodollar
Loans (1, 2, 3, or 6 months):                                                     months


 


IN WITNESS WHEREOF this
instrument is executed as of                              .


 


	
   

  	
  COMFORT
  SYSTEMS USA, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


1

















 


EXHIBIT 2.8


 


INTENTIONALLY
LEFT BLANK


 


1

















 


EXHIBIT 6.2(b)


 


CERTIFICATE
ACCOMPANYING

FINANCIAL STATEMENTS


 


Reference is made to that
certain Amended and Restated Credit Agreement dated as of February           ,
2007 (as from time to time amended, the “Agreement”), by and among Comfort
Systems USA, Inc. (“Borrower”), 
Wachovia Bank, N.A., as Lead Arranger and Administrative Agent, and
certain financial institutions (“Lenders”), which Agreement is in full force
and effect on the date hereof.  Terms
which are defined in the Agreement are used herein with the meanings given them
in the Agreement.


 


This Certificate is
furnished pursuant to Section 6.2(b) of the Agreement.  Together herewith Borrower is furnishing to
Agent and each Lender s the [audited/unaudited] financial statements of
Borrower (the “Financial Statements”) as at                         
(the “Reporting Date”).  Borrower hereby
represents, warrants, and acknowledges to Agent and each Lender that:


 


(a)                                  the officer of
Borrower signing this instrument is the duly elected, qualified and acting                         
of Borrower and as such is Borrower’s chief financial officer;


 


(b)                                 the Financial
Statements are fair and complete in all material respects and satisfy the
requirements of the Agreement;


 


(c)                                  attached hereto
is a schedule of calculations showing Borrower’s compliance as of the Reporting
Date with the requirements of Section 7.11 of the Agreement *[and Borrower’s
non-compliance as of such date with the requirements of Section                         
of the Agreement];


 


(d)                                 on the
Reporting Date Borrower was, and on the date hereof Borrower is, in full
compliance with the disclosure requirements of Section 6.2 of the
Agreement, and no Default otherwise existed on the Reporting Date or otherwise
exists on the date of this instrument *[except for Default(s) under
Section(s)                         
of the Agreement, which *[is/are] more fully described on a schedule attached
hereto].


 


The officer of Borrower
signing this instrument hereby certifies that he has reviewed the Loan
Documents and the Financial Statements and has otherwise undertaken such
inquiry as is in his opinion necessary to enable him to express an informed
opinion with respect to the above.


 


IN WITNESS WHEREOF, this
instrument is executed as of                         ,
20        .


 


	
   

  	
  Comfort
  Systems USA, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  



 


1

















 


EXHIBIT 10.5


 


ASSIGNMENT
AND ACCEPTANCE


 


Reference is made to the
Amended and Restated Credit Agreement dated as of February           ,
2007 (the “Credit Agreement”) among Comfort Systems USA, Inc., a Delaware
corporation (the “Borrower”), the Lenders (as defined in the Credit Agreement)
and Wachovia Bank, N.A., as Lead Arranger and Administrative Agent for the
Lenders (the “Agent”).  Terms defined in
the Credit Agreement are used herein with the same meaning.


 


The “Assignor” and the “Assignee”
referred to on Schedule 1 agree as follows:


 


1.                                       The Assignor
hereby sells and assigns to the Assignee, without recourse and without
representation or warranty except as expressly set forth herein, and the Assignee
hereby purchases and assumes from the Assignor, an interest in and to the
Assignor’s rights and obligations under the Credit Agreement and the other Loan
Documents as of the date hereof equal to the percentage interest specified on
Schedule 1 of all outstanding rights and obligations under the Credit Agreement
and the other Loan Documents.  After
giving effect to such sale and assignment, the Assignee’s Commitment and the
amount of the Loans owing to the Assignee will be as set forth on Schedule 1.


 


2.                                       The Assignor (i) represents
and warrants that it is the legal and beneficial owner of the interest being
assigned by it hereunder and that such interest is free and clear of any
adverse claim; (ii) makes no representation or warranty and assumes no responsibility
with respect to any statements, warranties or representations made in or in
connection with the Loan Documents or the execution, legality, validity,
enforceability, genuineness, sufficiency or value of the Loan Documents or any
other instrument or document furnished pursuant thereto; (iii) makes no
representation or warranty and assumes no responsibility with respect to the
financial condition of any Restricted Person or the performance or observance
by any Restricted Person of any of its obligations under the Loan Documents or
any other instrument or document furnished pursuant thereto; and (iv) attaches
the Note held by the Assignor and requests that Agent exchange such Note for
new Notes payable to the order of the Assignee in an amount equal to the
Commitment assumed by the Assignee pursuant hereto and to the Assignor in an
amount equal to the Commitment retained by the Assignor, if any, as specified
on Schedule 1.


 


3.                                       The Assignee (i) confirms
that it has received a copy of the Credit Agreement, together with copies of
the financial statements referred to in Section 6.2 thereof and such other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into this Assignment and Acceptance; (ii) agrees
that it will, independently and without reliance upon Agent, the Assignor or
any other Lender and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under the Credit Agreement; (iii) confirms that it is an
Eligible Assignee; (iv) appoints and authorizes Agent to take such action
as Agent on its behalf and to exercise such powers and discretion under the
Credit Agreement as are delegated to Agent by the terms thereof, together with
such powers and discretion as are reasonably incidental thereto; (v) agrees
that it will perform in accordance with their terms all of the obligations that
by the terms 


 


1

















 


of
the Credit Agreement are required to be performed by it as a Lender; and (vi) attaches
any required U.S. Internal Revenue Service forms.


 


4.                                       Following the
execution of this Assignment and Acceptance, it will be delivered to Agent for
acceptance and recording by Agent and (unless an Event of Default shall have
occurred and be continuing) acceptance by Borrower.  The effective date for this Assignment and
Acceptance (the “Effective Date”) shall be the date of acceptance hereof by
Agent and, unless an Event of Default shall have occurred and be continuing,
Borrower, unless otherwise specified on Schedule 1.


 


5.                                       Upon such
acceptance and recording by Agent, as of the Effective Date, (i) the
Assignee shall be a party to the Credit Agreement and, to the extent provided
in this Assignment and Acceptance, have the rights and obligations of a Lender
thereunder and (ii) the Assignor shall, to the extent provided in this
Assignment and Acceptance, relinquish its rights and be released from its
obligations under the Credit Agreement. 
Upon such acceptance and recording by Agent, from and after the
Effective Date, Agent shall make all payments under the Credit Agreement and
the Notes in respect of the interest assigned hereby (including, without
limitation, all payments of principal, interest and commitment fees with
respect thereto) to the Assignee.  The
Assignor and Assignee shall make all appropriate adjustments in payments under
the Credit Agreement and the Notes for periods prior to the Effective Date
directly between themselves.


 


6.                                       This Assignment
and Acceptance shall be governed by, and construed in accordance with, the Laws
of the State of Texas.


 


7.                                       This Assignment
and Acceptance may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so executed shall
be deemed to be an original and all of which taken together shall constitute
one and the same agreement.  Delivery of
an executed counterpart of Schedule 1 to this Assignment and Acceptance by telecopier
shall be effective as delivery of a manually executed counterpart of this
Assignment and Acceptance.


 


IN WITNESS WHEREOF, the
Assignor and the Assignee have caused Schedule 1 to this Assignment and
Acceptance to be executed by their officers thereunto duly authorized as of the
date specified thereon.


 


2

















 


SCHEDULE 1

to

ASSIGNMENT AND ACCEPTANCE


 


	
  Percentage
  interest assigned:

  	
   

  	
   

  	
   

  	
   

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  Assignee’s
  Revolving Loan Commitment:

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Aggregate outstanding principal amount of
  Revolving Loans assigned:

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Principal
  amount of Revolving Note payable to Assignee:

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Principal
  amount of Revolving Note payable to Assignor:

  	
  $

  	
   

  	
   

  



 


	
  Effective Date (if other than date of acceptance
  by Agent):

  	
   

  	
  *            ,
  20        

  



 


 


	
   

  	
  [NAME
  OF ASSIGNOR], as Assignor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
  Dated:

  	
   

  	
     ,
  20

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [NAME
  OF ASSIGNEE], as Assignee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  Domestic
  Lending Office:

  
	
   

  	
   

  
	
   

  	
  Eurodollar Lending Office:

  
						



 






*                                         This date should be no
earlier than five Business Days after the delivery of this Assignment and
Acceptance to Agent.


 


Accepted [and Approved] **


this        day
of                       ,
20   


 


3

















 


	
  Wachovia Bank, N.A.

  	
   

  
	
   

  	
   

  



 


	
  By:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  



 


	
   

  	
   

  
	
  [Approved
  this          day

  	
   

  
	
  of
                          ,
  20        

  	
   

  
	
   

  	
   

  
	
  [NAME
  OF BORROWER]

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
  ]**

  	
   

  
	
  Title:

  	
   

  
				



 






**                                  Required if the
Assignee is an Eligible Transferee solely by reason of subsection (b) of
the definition of “Eligible Transferee”.


 


4














 


SCHEDULE 1.1(A)


 


EXISTING LIENS


 


	
  Debtor

  	
   

  	
  Jurisdiction

  	
   

  	
  Filing Number

  	
   

  	
  Filing

  Date

  	
   

  	
  Secured Party

  
	
  Accurate
  Air Systems, L.P.

  	
   

  	
  Texas

  	
   

  	
  95-00073962

  	
   

  	
  04/14/95

  	
   

  	
  HT
  Financial Corp. dba Vical Financial

  
	
  Accurate
  Air Systems, L.P.

  	
   

  	
  Texas

  	
   

  	
  00-756074

  	
   

  	
  01/20/00

  	
   

  	
  HT
  Financial Corp dba Vical Financial

  
	
  Accurate
  Air Systems, L.P.

  	
   

  	
  Texas

  	
   

  	
  05-00016690

  	
   

  	
  01/14/05

  	
   

  	
  HT
  Financial Corp dba Vical Financial

  
	
  Accurate
  Air Systems, L.P.

  	
   

  	
  Texas

  	
   

  	
  04-0051134644

  	
   

  	
  12/16/03

  	
   

  	
  US
  Bancorp

  
	
  Atlas
  Comfort Systems USA, L.P. (f/k/a Atlas Air Conditioning, L.P.)

  	
   

  	
  Texas

  	
   

  	
  30002699594

  	
   

  	
  9/25/02

  	
   

  	
  Inter-tel
  Leasing, Inc.

  
	
  Atlas
  Comfort Systems USA, L.P.

  	
   

  	
  Texas

  	
   

  	
  05-0034118375

  	
   

  	
  11/03/05

  	
   

  	
  Inter-tel
  Leasing, Inc.

  
	
  Atlas
  Comfort Systems USA, L.P.

  	
   

  	
  Texas

  	
   

  	
  06-0035384544

  	
   

  	
  10/25/06

  	
   

  	
  US
  Bancorp

  
	
  Atlas
  Comfort Systems USA, L.P.

  	
   

  	
  Texas

  	
   

  	
  06-0038714039

  	
   

  	
  11/27/06

  	
   

  	
  US
  Bancorp

  
	
  Atlas
  Comfort Systems USA, L.P.

  	
   

  	
  Texas

  	
   

  	
  06-0041092860

  	
   

  	
  12/19/06

  	
   

  	
  Inter-Tel
  Leasing, Inc.

  
	
  Batchelor’s
  Mechanical Contractors, Inc.

  	
   

  	
  Alabama

  	
   

  	
  04-0972077

  	
   

  	
  12/17/04

  	
   

  	
  Beard
  Equipment Company

  
	
  Batchelor’s
  Mechanical Contractors, Inc.

  	
   

  	
  Alabama

  	
   

  	
  05-0060985

  	
   

  	
  01/24/05

  	
   

  	
  Beard
  Equipment Company

  
	
  California
  Comfort Systems USA, Inc.

  	
   

  	
  California

  	
   

  	
  04-7007236776

  	
   

  	
  11/24/04

  	
   

  	
  Employment
  Development Department

  
	
  Comfort
  Systems USA, Inc.

  	
   

  	
  Delaware

  	
   

  	
  10923560

  	
   

  	
  8/13/01

  	
   

  	
  Pullman
  Bank and Trust Company

  
	
  Comfort
  Systems USA, Inc.

  	
   

  	
  Delaware

  	
   

  	
  20326656

  	
   

  	
  01/14/02

  	
   

  	
  Pacific
  Rim Capital, Inc.

  
	
  Comfort
  Systems USA, Inc.

  	
   

  	
  Delaware

  	
   

  	
  20654099

  	
   

  	
  02/22/02

  	
   

  	
  Pullman
  Bank and Trust Company

  
	
  Comfort
  Systems USA, Inc.

  	
   

  	
  Delaware

  	
   

  	
  62628436

  	
   

  	
  07/31/06

  	
   

  	
  Pullman
  Bank and Trust Company

  
	
  Comfort
  Systems USA, Inc.

  	
   

  	
  Delaware

  	
   

  	
  30438237

  	
   

  	
  1/27/03

  	
   

  	
  Ford
  Motor Credit Co.

  
	
  Comfort
  Systems USA, Inc.

  	
   

  	
  Delaware

  	
   

  	
  40458184

  	
   

  	
  2/19/04

  	
   

  	
  Citicorp
  Leasing, Inc.

  
	
  Comfort
  Systems USA, Inc.

  	
   

  	
  Florida

  	
   

  	
  200202820287

  	
   

  	
  12/11/02

  	
   

  	
  Liberty
  North America Corporation

  
	
  Comfort
  Systems USA, Inc.

  	
   

  	
  Indiana

  	
   

  	
  200200006843530

  	
   

  	
  6/29/02

  	
   

  	
  Ford
  Motor Credit Co.

  



 


1

















 


	
  Debtor

  	
   

  	
  Jurisdiction

  	
   

  	
  Filing Number

  	
   

  	
  Filing

  Date

  	
   

  	
  Secured Party

  
	
  Comfort
  Systems USA, Inc.

  	
   

  	
  Texas

  	
   

  	
  20036050096

  	
   

  	
  7/3/02

  	
   

  	
  Ford
  Motor Credit Co.

  
	
  Comfort
  Systems USA (Bristol), Inc.

  	
   

  	
  Delaware

  	
   

  	
  11204911

  	
   

  	
  09/21/01

  	
   

  	
  The
  Cit Group/Equipment

  
	
  Comfort
  Systems USA (Bristol), Inc.

  	
   

  	
  Delaware

  	
   

  	
  32720319

  	
   

  	
  10/07/03

  	
   

  	
  Greene
  County Bank

  
	
  Comfort
  Systems USA (Bristol), Inc.

  	
   

  	
  Texas

  	
   

  	
  20030770988

  	
   

  	
  5/20/02

  	
   

  	
  Farmers
  State Bank

  
	
  Comfort
  Systems USA G.P., Inc.

  	
   

  	
  Delaware

  	
   

  	
  10923560

  	
   

  	
  08/13/01

  	
   

  	
  Pullman
  Bank and Trust Company

  
	
  Comfort
  Systems USA G.P., Inc.

  	
   

  	
  Delaware

  	
   

  	
  20326656

  	
   

  	
  01/14/02

  	
   

  	
  Pacific
  Rim Capital, Inc.

  
	
  Comfort
  Systems USA G.P., Inc.

  	
   

  	
  Delaware

  	
   

  	
  20654099

  	
   

  	
  02/22/02

  	
   

  	
  Pullman
  Bank and Trust Company

  
	
  Comfort
  Systems USA G.P., Inc.

  	
   

  	
  Delaware

  	
   

  	
  62628436

  	
   

  	
  07/31/06

  	
   

  	
  Pullman
  Bank and Trust Company

  
	
  Comfort
  Systems USA G.P., Inc.

  	
   

  	
  Delaware

  	
   

  	
  22295701

  	
   

  	
  09/09/02

  	
   

  	
  US
  Bancorp

  
	
  Comfort
  Systems USA G.P., Inc.

  	
   

  	
  Delaware

  	
   

  	
  30438237

  	
   

  	
  01/27/03

  	
   

  	
  Ford
  Motor Credit Co

  
	
  Comfort
  Systems USA G.P., Inc.

  	
   

  	
  Delaware

  	
   

  	
  40458184

  	
   

  	
  02/19/04

  	
   

  	
  Citicorp
  Leasing, Inc.

  
	
  Comfort
  Systems USA (Hartford), Inc.

  	
   

  	
  Delaware

  	
   

  	
  52376490

  	
   

  	
  08/02/05

  	
   

  	
  The
  City Group/Equipment Financing, Inc.

  
	
  Comfort
  Systems USA (Southeast), Inc.

  	
   

  	
  Delaware

  	
   

  	
  62475481

  	
   

  	
  07/18/06

  	
   

  	
  Thompson
  Tractor Co., Inc.

  
	
  Comfort
  Systems USA (Pasadena), L.P. (f/k/a United Environmental Services, L.P.)

  	
   

  	
  Texas

  	
   

  	
  30008112429

  	
   

  	
  11/14/02

  	
   

  	
  IOS
  Capital, LLC

  
	
  Comfort
  Systems USA (Western Michigan), Inc.

  	
   

  	
  Michigan
  

  	
   

  	
  D937345

  	
   

  	
  07/23/02

  	
   

  	
  New
  Equipment Leasing Inc.

  
	
  Comfort
  Systems USA (Western Michigan), Inc.

  	
   

  	
  Michigan
  

  	
   

  	
  2003056075-1

  	
   

  	
  3/25/03

  	
   

  	
  New
  Equipment Leasing Inc.

  
	
  Helm
  Corporation

  	
   

  	
  Colorado

  	
   

  	
  20012028540

  	
   

  	
  04/12/01

  	
   

  	
  Citicorp
  Vendor Finance Inc.

  
	
  Helm
  Corporation

  	
   

  	
  Colorado

  	
   

  	
  2006F033790

  	
   

  	
  04/07/06

  	
   

  	
  Citicorp
  Vendor Finance Inc.

  
	
  North
  American Mechanical, Inc.

  	
   

  	
  Delaware

  	
   

  	
  53961126

  	
   

  	
  12/21/05

  	
   

  	
  Rhyme
  Business Products

  
	
  Quality
  Air Heating and Cooling, Inc.

  	
   

  	
  Michigan
  

  	
   

  	
  D960195

  	
   

  	
  09/30/02

  	
   

  	
  Ervin
  Leasing Company

  
	
  Salmon &
  Alder, LLC

  	
   

  	
  Utah

  	
   

  	
  01-707637

  	
   

  	
  02/27/01

  	
   

  	
  The
  City Group/Equipment Financing Inc.

  
	
  S.I.
  Goldman Company, Inc.

  	
   

  	
  Delaware

  	
   

  	
  31620932

  	
   

  	
  05/23/03

  	
   

  	
  Canon
  Financial Services, Inc.

  
	
  S.I.
  Goldman Company, Inc.

  	
   

  	
  Delaware

  	
   

  	
  31841157

  	
   

  	
  06/13/03

  	
   

  	
  Canon
  Financial Services, Inc.

  



 


2

















 


	
  Debtor

  	
   

  	
  Jurisdiction

  	
   

  	
  Filing Number

  	
   

  	
  Filing

  Date

  	
   

  	
  Secured Party

  
	
  S.I.
  Goldman Company, Inc.

  	
   

  	
  Delaware

  	
   

  	
  50011917

  	
   

  	
  01/03/05

  	
   

  	
  Safeco
  Credit Co. Inc.

  
	
  S.M.
  Lawrence Co., Inc.

  	
   

  	
  Tennessee
  

  	
   

  	
  101031279

  	
   

  	
  05/23/01

  	
   

  	
  Nikon
  Inc. Instrument Group

  
	
  Tri-City
  Mechanical, Inc.

  	
   

  	
  Arizona

  	
   

  	
  200513584560

  	
   

  	
  04/01/05

  	
   

  	
  Marlin
  Leasing Corp

  
	
  Western
  Building Services, Inc.

  	
   

  	
  Colorado

  	
   

  	
  2004F123574

  	
   

  	
  11/09/04

  	
   

  	
  Dell
  Financial Services, L.P.

  



 


3

















 


SCHEDULE 3.1


 


LENDERS
SCHEDULE


 


	
  Domestic Lending Office

  	
   

  	
  Eurodollar

  Lending

  Office

  	
   

  	
  Percentage

  Share

  	
   

  	
  Revolving Loan

  Commitment

  	
   

  
	
  Wachovia
  Bank, N.A.

  2800
  Post Oak Blvd., Suite 3400

  Houston,
  Texas 77056

  Telephone:
  (713) 402-3614

  	
   

  	
  Same

  	
   

  	
  25

  	
  %

  	
  $

  	
  25,000,000

  	
   

  
	
  Capital
  One, N.A.

  5718
  Westheimer, Suite 600

  Houston,
  Texas 77057

  Telephone:
  (713) 435-5024

  Fax:
  (713) 706-5499

  	
   

  	
  Same

  	
   

  	
  25

  	
  %

  	
  $

  	
  25,000,000

  	
   

  
	
  Bank
  of Texas, N.A.

  5
  Houston Center

  1401
  McKinney, Suite 1650

  Houston,
  Texas 77010

  Telephone:
  (713) 289-5855

  Fax:
  (713) 289-5825

  	
   

  	
  Same

  	
   

  	
  25

  	
  %

  	
  $

  	
  25,000,000

  	
   

  
	
  Bank
  of Scotland

  565
  Fifth Avenue

  New
  York, NY 10017

  Telephone:
  (212) 450-0837

  Fax:
  (212)479-2806

  	
   

  	
  Same

  	
   

  	
  25

  	
  %

  	
  $

  	
  25,000,000

  	
   

  



 


1

















 


SCHEDULE 4.1


 


SECURITY
DOCUMENTS


 


1.                                       Amended and
Restated Security Agreement by and among Borrower and its subsidiaries and
Wachovia Bank, N.A., as Lead Arranger and Administrative Agent.


 


2.                                       Amended and
Restated Pledge Agreement by and among Borrower and its subsidiaries and
Wachovia Bank, N.A., as Lead Arranger and Administrative Agent.


 


3.                                       Assignment of
Notes and Liens dated as of February 20, 2007 (the “Assignment of Prior
Credit Documents”) among Capital One, N.A., formerly known as Hibernia National
Bank, as agent and lender, Bank of Texas, Bank of Scotland, First Bank &
Trust and RZB Finance LLC, as lenders, and Wachovia Bank, N.A., as
administrative agent and lender, Bank of Texas, N.A., Bank of Scotland and
Capital One, N.A., as lenders, and Borrower.


 


4.                                       Intercreditor
Agreement dated as of October 23, 2003 among Federal Insurance Company, an
Indiana corporation, Arch Insurance Company, a Missouri corporation, and Bank
of Texas, N.A., as amended by the First Amendment to Intercreditor Agreement
dated as of March 1, 2005, as amended by the Second Amendment to
Intercreditor Agreement dated as of June 30, 2005, as assigned to the
Prior Agent pursuant to the Assignment of Notes and Liens dated June 30,
2005 among Bank of Texas, N.A., the Prior Agent and the Borrower, as amended by
the Third Amendment to Intercreditor Agreement dated as of September 29,
2006, as amended by the Fourth Amendment to Intercreditor Agreement dated as of
February 20, 2007, and as assigned to Wachovia Bank, N.A., as Lead
Arranger and Administrative Agent, pursuant to the Assignment of Prior Credit
Documents.


 


1

















 


SECTION 5.6
to SCHEDULE 5


 


Material
Adverse Effect


 


NONE


 


1

















 


SECTION 5.7
to SCHEDULE 5


 


Material
Restrictions


 


NONE


 


1

















 


SECTION 5.9
to SCHEDULE 5


 


Litigation


 


NONE


 


1

















 


SECTION 5.10
to SCHEDULE 5


 


Labor Disputes
and Acts of God


 


NONE


 


1

















 


SECTION 5.11
to SCHEDULE 5


 


ERISA Plans
and Liabilities


 


ERISA Plans


 


Comfort Systems USA, Inc. 401(k)


Comfort Systems USA Section 125 Plan


Comfort Systems USA Health Plan


Comfort Systems USA Basic and Voluntary Life
Insurance Plan


Comfort Systems USA Basic and Voluntary Accidental
Death and Dismemberment Plan


Comfort Systems USA Long Term Disability Income
Benefit Plan


Comfort Systems USA Short Term Disability Income
Benefit Plan


Woodcock & Armani Mechanical Contractors
Health Plan


ABJ Fire Protection Health Plan


Eastern Heating & Cooling Health Plan


MJ Mechanical Health Plan


 


1

















 


SECTION 5.12
to SCHEDULE 5


 


Environmental
and Other Laws


 


NONE


 


1















 


SECTION 5.13
to SCHEDULE 5


 


Names and
Places of Business


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  PRIOR

  	
   

  	
  PRIOR NAMES

  
	
  ENTITY NAME

  	
   

  	
  ADDRESS TYPE

  	
   

  	
  ADDRESS

  	
   

  	
  ADDRESSES

  	
   

  	
  & TRADE NAMES

  
	
  ACI
  Mechanical, Inc.

  	
   

  	
  Principal
  Place of Business

  	
   

  	
  3116
  S. Duff Avenue, Ames, Iowa 50010

  	
   

  	
   

  	
   

  	
  CS35
  Acquisition

  
	
  ARC
  Comfort Systems USA, Inc.

  	
   

  	
  Principal
  Place of Business

  	
   

  	
  777
  Post Oak Blvd., Suite 500, Houston, TX 77056

  	
   

  	
  1110
  East Douglas Ave.

  Visailia,
  CA 93292

  	
   

  	
  American
  Refrigeration Contractors; MDC Service Corporation  

  Superior Mechanical Systems, Inc.  

  CS17 Acquisition Corp.  

  Comfort Systems USA (Central California), Inc.

  
	
  Accurate
  Air Systems, L.P.

  	
   

  	
  Principal
  Place of Business

  	
   

  	
  9745
  Bent Oak Drive, Houston, Texas 77040

  	
   

  	
   

  	
   

  	
   

  
	
  Accu-Temp
  GP, Inc.

  	
   

  	
  Principal
  Place of Business

  	
   

  	
  777
  Post Oak Blvd Suite 500, Houston, Texas 77056

  	
   

  	
   

  	
   

  	
   

  
	
  Accu-Temp
  LP, Inc.

  	
   

  	
  Principal
  Place of Business

  	
   

  	
  777
  Post Oak Blvd Suite 500, Houston, Texas 77056

  	
   

  	
   

  	
   

  	
   

  
	
  AirTemp, Inc.

  	
   

  	
  Principal
  Place of Business

  	
   

  	
  11
  Wallace Avenue, South Portland, Maine 04106

  	
   

  	
   

  	
   

  	
   

  
	
  Atlas-Accurate
  Holdings, L.L.C.

  	
   

  	
  Principal
  Place of Business

  	
   

  	
  777
  Post Oak Blvd. Suite 500, Houston, Texas 77056

  	
   

  	
   

  	
   

  	
   

  
	
  Atlas
  Comfort Systems USA, L.P.

  	
   

  	
  Principal
  Place of Business

  	
   

  	
  4133
  Southerland, Houston, Texas 77092

  	
   

  	
   

  	
   

  	
  Atlas
  Air Conditioning Company, L.P.

  
	
   

  	
   

  	
  Satellite

  	
   

  	
  10693
  Wakeman Drive, Manassas, Virginia 20110

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Satellite

  	
   

  	
  1225
  E. Crosby Road, Suite B-14, Carrollton, Texas 75006

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Satellite

  	
   

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

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Satellite

  	
   

  	
  340
  East Shelbourne Avenue, Las Vegas, Nevada 89123

  	
   

  	
   

  	
   

  	
  Atlas
  Comfort Systems Nevada  

  Comfort Systems USA Las Vegas

  
	
   

  	
   

  	
  Satellite

  	
   

  	
  620
  Magnolia avenue, Suite E, Ontario, California 91762

  	
   

  	
   

  	
   

  	
   

  
	
  Batchelor’s
  Mechanical Contractors, Inc.

  	
   

  	
  Principal
  Place of Business

  	
   

  	
  3110
  Old Shell Road, Mobile, Alabama 36607

  	
   

  	
   

  	
   

  	
   

  
	
  BCM
  Controls Corporation

  	
   

  	
  Principal
  Place of Business

  	
   

  	
  19
  Wheeling Avenue, Woburn, Massachusetts 01801

  	
   

  	
   

  	
   

  	
   

  



 


1















 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  PRIOR

  	
   

  	
  PRIOR
  NAMES

  
	
  ENTITY
  NAME

  	
   

  	
  ADDRESS
  TYPE

  	
   

  	
  ADDRESS

  	
   

  	
  ADDRESSES

  	
   

  	
  &
  TRADE NAMES

  
	
  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

  	
   

  	
  Golden
  State Mechanical, Inc.  

  Helm Corporation San Diego  

  Weather Engineering, Inc.  

  RMC2 Mechanical Systems, Inc.

  
	
  Climate
  Control, Inc.

  	
   

  	
  Principal
  Place of Business

  	
   

  	
  1057
  Bill Tuck Highway, So Boston, Virginia 24592

  	
   

  	
   

  	
   

  	
  CS43
  Acquistion Corp.  

  Comfort Systems USA (Raleigh), Inc.  

  CCI Systems, Inc.  

  Comfort Systems USA (South Boston), Inc.

  
	
  Comfort
  Systems USA (Arkansas), Inc.

  	
   

  	
  Principal
  Place of Business

  	
   

  	
  4806
  Rixey Road, North Little Rock, Arkansas 72117

  	
   

  	
   

  	
   

  	
  CS16
  Acquisition Corp.  

  River City Mechanical, Inc.

  
	
   

  	
   

  	
  Satellite

  	
   

  	
  1915
  North Shiloh, Fayetteville, Arkansas 72704

  	
   

  	
   

  	
   

  	
   

  
	
  Comfort
  Systems USA (Atlanta), Inc.

  	
   

  	
  Principal
  Place of Business

  	
   

  	
  2275
  Northwest Parkway Rd., Suite 105, Bldg.3, Marietta, Georgia 30067

  	
   

  	
   

  	
   

  	
  H &
  M Mechanical, Inc.

  
	
  Comfort
  Systems USA (Baltimore), Inc.

  	
   

  	
  Principal
  Place of Business

  	
   

  	
  2105
  Emmorton Park Road, Suite 104, Edgewood, Maryland 21040

  	
   

  	
   

  	
   

  	
  CS49
  Acquisition Corp.

  
	
  Comfort
  Systems USA (Bristol), Inc.

  	
   

  	
  Principal
  Place of Business

  	
   

  	
  294
  Blevins Blvd., Bristol, Virginia 24203-0757

  	
   

  	
   

  	
   

  	
  Fred
  Hayes Heating & Air Conditioning  Fred Hayes
  Mechanical Contractors

  
	
  Comfort
  Systems USA (Carolinas), Inc.

  	
   

  	
  Principal
  Place of Business

  	
   

  	
  6600-A
  North Park Blvd., Charlotte, North Carolina 28216

  	
   

  	
   

  	
   

  	
   

  
	
  Comfort
  Systems USA (Florida), Inc.

  	
   

  	
  Principal
  Place of Business

  	
   

  	
  799
  Bennett Drive, Longwood, Florida 32750

  	
   

  	
   

  	
   

  	
  The
  Drake Corporation  

  All Temp Services  Air Masters of Tampa Bay

  
	
  Comfort
  Systems USA (Hartford), Inc.

  	
   

  	
  Principal
  Place of Business

  	
   

  	
  50
  Baker Hollow Road Ste. A, Windsor, Connecticut 06095

  	
   

  	
   

  	
   

  	
  Comfort
  Systems USA Energy Services  The Harvey Robbin Company  

  MBS Acquisition Corp.

  
	
  Comfort
  Systems USA (Intermountain), Inc.

  	
   

  	
  Principal
  Place of Business

  	
   

  	
  2035
  S. Milestone Drive, Salt Lake City, Utah 84104

  	
   

  	
   

  	
   

  	
  Air
  Pro Heating & Air Conditioning  CSI/Bonneville  

  Contract Services  Freeway Heating &
  Air Conditioning  

  Pond Plumbing & Heating  

  Salmon & Alder

  
	
  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 National Service Organization, Inc.  

  CS33 Acquisition Corp.

  
	
  Comfort
  Systems USA (Ohio), Inc.

  	
   

  	
  Principal
  Place of Business

  	
   

  	
  30300
  Bruce Industrial Parkway, Solon, Ohio 44139

  	
   

  	
   

  	
   

  	
  Comfort
  Systems USA (Cleveland), Inc.  Tech Heating
  and Air Conditioning, Inc.

  



 


2















 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  PRIOR

  	
   

  	
  PRIOR NAMES

  
	
  ENTITY NAME

  	
   

  	
  ADDRESS TYPE

  	
   

  	
  ADDRESS

  	
   

  	
  ADDRESSES

  	
   

  	
  & TRADE NAMES

  
	
   

  	
   

  	
  Satellite

  	
   

  	
  2874
  E. Kemper Road, Sharonville, Ohio 45241

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Satellite

  	
   

  	
  3080
  South Tech Blvd, Miamisburg, Ohio 45342

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Satellite

  	
   

  	
  670
  K Lakeview Plaza Blvd., Worthington, Oh 43085

  	
   

  	
   

  	
   

  	
   

  
	
  Comfort Systems USA (Pasadena), L.P.

  	
   

  	
  Principal Place of Business

  	
   

  	
  777 Post Oak Blvd., Suite 500, Houston, TX
  77056

  	
   

  	
  4107 New West Drive

  Pasadena, TX 77507

  85 IH10 North, Ste 110

  Beaumont, TX 77707

  	
   

  	
  United Environmental Services, L.P.

  
	
  Comfort
  Systems USA (Southeast), Inc.

  	
   

  	
  Principal
  Place of Business

  	
   

  	
  435
  Corday Street, Pensacola, Florida 32503

  	
   

  	
   

  	
   

  	
  Gulfside
  Mechanical, Inc.

  Neel
  Mechanical Contractors, Inc.

  CS22
  Acquisition Corp.

  
	
   

  	
   

  	
  Satellite

  	
   

  	
  250
  Commercial Drive, Thomasville, Georgia 31757

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Satellite

  	
   

  	
  255
  Southgate Road, Dothan, Alabama 36301

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Satellite

  	
   

  	
  4251
  Alden Drive, Mobile, Alabama 36693

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Satellite

  	
   

  	
  4518
  Val North Drive, Valdosta, Georgia 31602

  	
   

  	
   

  	
   

  	
   

  
	
  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

  Woodcock &
  Armani

  
	
  Comfort
  Systems USA (Texas), L.P.

  	
   

  	
  Principal
  Place of Business

  	
   

  	
  777
  Post Oak Blvd. Suite 500, Houston, Texas 77056

  	
   

  	
   

  	
   

  	
   

  
	
  Comfort
  Systems USA G.P., Inc.

  	
   

  	
  Principal
  Place of Business

  	
   

  	
  777
  Post Oak Blvd. Suite 500, Houston, Texas 77056

  	
   

  	
   

  	
   

  	
   

  
	
  Comfort
  Systems USA (Twin Cities), Inc.

  	
   

  	
  Principal
  Place of Business

  	
   

  	
  777
  Post Oak Blvd, Suite 500, Houston, TX 77056

  	
   

  	
  2611
  Hamiline Avenue North, Suite 150

  Roseville,
  MN 55113

  	
   

  	
  EDS

  Energy
  Development Services

  
	
  Comfort
  Systems USA (Western Michigan), Inc.

  	
   

  	
  Principal
  Place of Business

  	
   

  	
  777
  Post Oak Blvd. Suite 500, Houston, Texas 77056

  	
   

  	
  421
  North Lafayette St.  

  Greenville,
  MI 48838

  	
   

  	
  River
  City Mechanical, Inc.

  Troost
  Service Co.

  H &
  H Plumbing. Heating & Hardware

  
	
  CS53
  Acquisition Corp.

  	
   

  	
  Principal
  Place of Business

  	
   

  	
  777
  Post Oak Blvd. Suite 500, Houston, Texas 77056

  	
   

  	
   

  	
   

  	
   

  
	
  Design
  Mechanical, Incorporated

  	
   

  	
  Principal
  Place of Business

  	
   

  	
  168
  CTC Blvd. Suite D, Louisville, Colorado 80027

  	
   

  	
   

  	
   

  	
  Colorado
  Plumbing Services

  DMI
  Acquisition Corp.

  
	
  Design
  Mechanical, Inc.

  	
   

  	
  Satellite

  	
   

  	
  P.O. Box
  3070, 210 Marmot Lane, Suite B5 & B8, Eagle, Colorado
  81631-3070

  	
   

  	
   

  	
   

  	
   

  
	
  Eastern
  Heating & Cooling, Inc.

  	
   

  	
  Principal
  Place of Business

  	
   

  	
  880
  Broadway, Albany, New York 12207-1316

  	
   

  	
   

  	
   

  	
   

  



 


3















 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  PRIOR

  	
   

  	
  PRIOR NAMES

  
	
  ENTITY NAME

  	
   

  	
  ADDRESS TYPE

  	
   

  	
  ADDRESS

  	
   

  	
  ADDRESSES

  	
   

  	
  & TRADE NAMES

  
	
  Eastern
  Refrigeration Co., Inc.

  	
   

  	
  Principal
  Place of Business

  	
   

  	
  880
  Broadway, Albany, New York 12207-1316

  	
   

  	
   

  	
   

  	
   

  
	
  Granite
  State Holdings Company, Inc.

  	
   

  	
  Principal
  Place of Business

  	
   

  	
  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

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Satellite

  	
   

  	
  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.

  CS31
  Acquisition Corp

  Helm
  Corporation

  H&M
  Plumbing Company, Inc.

  H&M
  Mechanical Contractors, Inc.

  
	
  Helm
  Corporation

  	
   

  	
  Principal
  Place of Business

  	
   

  	
  168
  CTC Blvd. Suite D, Louisville, Colorado 80027

  	
   

  	
   

  	
   

  	
   

  
	
  Hess
  Mechanical Corporation

  	
   

  	
  Principal
  Place of Business

  	
   

  	
  9600
  Fallard Court, Upper Marlboro, Maryland 20772-6703

  	
   

  	
   

  	
   

  	
  CS12
  Acquisition Corp.

  
	
  Hudson
  River Heating and Cooling, Inc.

  	
   

  	
  Principal
  Place of Business

  	
   

  	
  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

  	
   

  	
   

  	
   

  	
   

  
	
  HydroKool,
  L.L.C.

  	
   

  	
  Principal
  Place of Business

  	
   

  	
  6875
  W. Galveston, Chandler, Arizona 85226

  	
   

  	
   

  	
   

  	
   

  
	
  J&J
  Mechanical, Inc.

  	
   

  	
  Principal
  Place of Business

  	
   

  	
  3405
  Robards Court, Louisville, Kentucky 40218

  	
   

  	
  4006
  South Brook Street

  Louisville,
  KY 40218

  	
   

  	
  CS54
  Acquisition Corp.

  
	
  James
  Air Conditioning Enterprise Inc.

  	
   

  	
  Principal
  Place of Business

  	
   

  	
  P.O. Box
  4956 Ste 1134, Caguas, Puerto Rico 00726-4956

  Caguas,
  PR 00726-4956 Carr #1KM -23 HM.O B.O. , Rio Guaynbabo, PR 00970

  	
   

  	
   

  	
   

  	
   

  
	
  Martin
  Heating, Inc.

  	
   

  	
  Principal
  Place of Business

  	
   

  	
  2035
  S. Milestone Drive, Salt Lake City, Utah 84104

  	
   

  	
  1655
  W. High School Rd.

  Jackson
  Hole, WY 83001

  	
   

  	
   

  
	
  Mechanical
  Technical Services, L.P.

  	
   

  	
  Principal
  Place of Business

  	
   

  	
  9601
  Dessau Road, Bldg 3, Suite 303, Austin, Texas 78754

  	
   

  	
   

  	
   

  	
  MTECH  

  FHN Enterprises, Ltd.

  



 


4















 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  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

  MJ
  Acquistion Corp.

  Vastola
  Heating & Air Conditioning

  
	
  MJ
  Mechanical Services, Inc.

  	
   

  	
  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

  	
   

  	
   

  	
   

  	
  CS13
  Acquisition Corp.

  
	
  Quality
  Air Heating and Cooling, Inc.

  	
   

  	
  Principal
  Place of Business

  	
   

  	
  3395
  Kraft Avenue, SE, Grand Rapids, Michigan 49512

  	
   

  	
   

  	
   

  	
  Control
  Logic

  Precision
  Services, Inc.

  
	
   

  	
   

  	
  Satellite

  	
   

  	
  2306
  Winters Drive, Portage, Michigan 49002

  	
   

  	
   

  	
   

  	
   

  
	
  Quality
  Professional Employer Organization LLC

  	
   

  	
  Principal
  Place of Business

  	
   

  	
  3395
  Kraft Avenue, SE, Grand Rapids, Michigan 49512

  	
   

  	
   

  	
   

  	
   

  
	
  S.I.
  Goldman Company, Inc.

  	
   

  	
  Principal
  Place of Business

  	
   

  	
  799
  Bennett Drive, Longwood, Florida 32750

  	
   

  	
   

  	
   

  	
  CS14
  Acqustion Corp.

  Central
  Construction

  Mechanical
  Service Group

  
	
   

  	
   

  	
  Satellite

  	
   

  	
  320
  Melody Lane, Casselberry, Florida 32707

  	
   

  	
   

  	
   

  	
   

  
	
  S.M.
  Lawrence Co., Inc.

  	
   

  	
  Principal
  Place of Business

  	
   

  	
  245
  Preston Street, Jackson, Tennessee 38301

  	
   

  	
   

  	
   

  	
  CEL, Inc.

  Casey
  Electric

  
	
   

  	
   

  	
  Satellite

  	
   

  	
  667
  Chaney Drive, Collierville, Tennessee 38017

  	
   

  	
   

  	
   

  	
   

  
	
  SA
  Associates, Inc.

  	
   

  	
  Principal
  Place of Business

  	
   

  	
  777
  Post Oak Blvd., Suite 500, Houston, TX 77056

  	
   

  	
   

  	
   

  	
  Salmon &
  Alder Associates

  
	
  Salmon &
  Alder, LLC

  	
   

  	
  Principal
  Place of Business

  	
   

  	
  777
  Post Oak Blvd., Suite 500, Houston, TX 77056

  	
   

  	
   

  	
   

  	
   

  
	
  Seasonair, Inc.

  	
   

  	
  Principal
  Place of Business

  	
   

  	
  16001-A
  Industrial Drive, Gaithersburg, Maryland 20877

  	
   

  	
   

  	
   

  	
   

  
	
  Sheren
  Plumbing & Heating, Inc.

  	
   

  	
  Principal
  Place of Business

  	
   

  	
  3801
  Rennie School Road, Traverse City, Michigan 49684

  	
   

  	
   

  	
   

  	
  CS9
  Acquisition Corp.

  
	
  Temp-Right
  Service, Inc.

  	
   

  	
  Principal
  Place of Business

  	
   

  	
  101
  North Catlin, Missoula, Montana 59801

  	
   

  	
   

  	
   

  	
  Carson
  Brothers

  TRS
  Acquistion Corp.l

  C.B.
  Inc.

  
	
   

  	
   

  	
  Satellite

  	
   

  	
  Carson
  Brothers, 1639 MT Highway 35, Kalispell, Montana 59901

  	
   

  	
   

  	
   

  	
   

  
	
  The
  Capital Refrigeration Company

  	
   

  	
  Principal
  Place of Business

  	
   

  	
  619
  E. Jefferson Street, Montgomery, Alabama 36104

  	
   

  	
   

  	
   

  	
  CS37
  Acquisition Corp.

  
	
   

  	
   

  	
  Satellite

  	
   

  	
  480
  North Dean Road-Unit G-3, Auburn, Alabama 36830

  	
   

  	
   

  	
   

  	
   

  
	
  Tri-City
  Mechanical, Inc.

  	
   

  	
  Principal
  Place of Business

  	
   

  	
  6875
  W. Galveston, Chandler, Arizona 85226

  	
   

  	
   

  	
   

  	
   

  



 


5















 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  PRIOR

  	
   

  	
  PRIOR NAMES

  
	
  ENTITY NAME

  	
   

  	
  ADDRESS TYPE

  	
   

  	
  ADDRESS

  	
   

  	
  ADDRESSES

  	
   

  	
  & TRADE NAMES

  
	
   

  	
   

  	
  Satellite

  	
   

  	
  3250
  S. Dodge Blvd #7, Tucson, Arizona 85713

  	
   

  	
  3450
  S. Broadmont Blvd., Suite 100

  Tucson,
  AZ 85713

  	
   

  	
  Dave’s
  Refrigeration & Heating Corp.

  Tri-City
  Acquisition Corp.

  
	
  Western
  Building Services, Inc.

  	
   

  	
  Principal
  Place of Business

  	
   

  	
  800
  E. 64th Avenue Ste 17, Denver, Colorado 80229

  	
   

  	
   

  	
   

  	
  Colorado
  Plumbing Service

  B.E.S.T.
  HVAC

  Western
  Energy Services, Inc.

  



 


6














 


SECTION 5.14
to SCHEDULE 5


 


Subsidiaries


 


COMFORT SYSTEMS USA, INC. - SUBSIDIARIES


 


	
  ENTITY NAME

  	
   

  	
  DOMESTIC JURISDICTION

  	
   

  	
  FORMATION DATE

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ACI
  Mechanical, Inc.

  	
   

  	
  Delaware

  	
   

  	
  06/26/1998

  
	
  ARC
  Comfort Systems USA, Inc.

  	
   

  	
  Delaware

  	
   

  	
  03/17/1998

  
	
  Accurate
  Air Systems, L.P.

  	
   

  	
  Texas

  	
   

  	
  07/23/1981

  
	
  Accu-Temp
  GP, Inc.

  	
   

  	
  Delaware

  	
   

  	
  05/21/1998

  
	
  Accu-Temp
  LP, Inc.

  	
   

  	
  Delaware

  	
   

  	
  05/20/1998

  
	
  AirTemp, Inc.

  	
   

  	
  Delaware

  	
   

  	
  10/15/1998

  
	
  Atlas-Accurate
  Holdings, L.L.C.

  	
   

  	
  Delaware

  	
   

  	
  12/28/1998

  
	
  Atlas
  Comfort Systems USA, L.P.

  	
   

  	
  Texas

  	
   

  	
  06/28/1983

  
	
  Batchelor’s
  Mechanical Contractors, Inc.

  	
   

  	
  Alabama

  	
   

  	
  03/16/1981

  
	
  BCM
  Controls Corporation

  	
   

  	
  Massachusetts

  	
   

  	
  10/03/1984

  
	
  California
  Comfort Systems USA, Inc.

  	
   

  	
  California

  	
   

  	
  05/18/1983

  
	
  Climate
  Control, Inc.

  	
   

  	
  Delaware

  	
   

  	
  09/17/1998

  
	
  Comfort
  Systems USA (Arkansas), Inc.

  	
   

  	
  Delaware

  	
   

  	
  03/17/1998

  
	
  Comfort
  Systems USA (Atlanta), Inc.

  	
   

  	
  Georgia

  	
   

  	
  01/25/2005

  
	
  Comfort
  Systems USA (Baltimore), Inc.

  	
   

  	
  Delaware

  	
   

  	
  10/15/1998

  
	
  Comfort
  Systems USA (Bristol), Inc.

  	
   

  	
  Delaware

  	
   

  	
  08/25/1997

  
	
  Comfort
  Systems USA (Carolinas), Inc.

  	
   

  	
  Delaware

  	
   

  	
  06/09/2006

  
	
  Comfort
  Systems USA (Florida), Inc.

  	
   

  	
  Florida

  	
   

  	
  10/04/1976

  
	
  Comfort
  Systems USA (Hartford), Inc.

  	
   

  	
  Delaware

  	
   

  	
  08/25/1997

  
	
  Comfort
  Systems USA (Intermountain), Inc.

  	
   

  	
  Utah

  	
   

  	
  05/06/1969

  
	
  Comfort
  Systems USA National Accounts LLC

  	
   

  	
  Indiana

  	
   

  	
  07/28/1998

  
	
  Comfort
  Systems USA (Ohio), Inc.

  	
   

  	
  Ohio

  	
   

  	
  10/10/1979

  
	
  Comfort
  Systems USA (Pasadena), L.P.

  	
   

  	
  Texas

  	
   

  	
  12/29/1999

  
	
  Comfort
  Systems USA (Southeast), Inc.

  	
   

  	
  Delaware

  	
   

  	
  03/24/1998

  
	
  Comfort
  Systems USA (Syracuse), Inc.

  	
   

  	
  New York

  	
   

  	
  03/08/1965

  
	
  Comfort
  Systems USA (Texas), L.P.

  	
   

  	
  Texas

  	
   

  	
  08/14/1998

  
	
  Comfort
  Systems USA G.P., Inc.

  	
   

  	
  Delaware

  	
   

  	
  08/12/1998

  
	
  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

  
	
  Design
  Mechanical, Incorporated

  	
   

  	
  Delaware

  	
   

  	
  10/30/1997

  
	
  Eastern
  Heating & Cooling, Inc.

  	
   

  	
  New York

  	
   

  	
  12/19/1988

  
	
  Eastern
  Refrigeration Co., Inc.

  	
   

  	
  New York

  	
   

  	
  01/30/1990

  
	
  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

  	
   

  	
  10/18/06

  



 


1

















 


COMFORT SYSTEMS USA, INC. - SUBSIDIARIES


 


	
  ENTITY NAME

  	
   

  	
  DOMESTIC JURISDICTION

  	
   

  	
  FORMATION DATE

  
	
  Hydro-Kool,
  L.L.C.

  	
   

  	
  Delaware

  	
   

  	
  03/16/2006

  
	
  J&J
  Mechanical, Inc.

  	
   

  	
  Kentucky

  	
   

  	
  02/10/1981

  
	
  James
  Air Conditioning Enterprise Inc.

  	
   

  	
  Puerto Rico

  	
   

  	
  07/02/1991

  
	
  Martin
  Heating, Inc.

  	
   

  	
  Wyoming

  	
   

  	
  03/15/2000

  
	
  Mechanical
  Technical Services, L.P.

  	
   

  	
  Texas

  	
   

  	
  08/31/1999

  
	
  MJ
  Mechanical Services, Inc.

  	
   

  	
  Delaware

  	
   

  	
  12/12/1997

  
	
  North
  American Mechanical, Inc.

  	
   

  	
  Delaware

  	
   

  	
  03/17/1998

  
	
  Quality
  Air Heating and Cooling, Inc.

  	
   

  	
  Michigan

  	
   

  	
  09/10/1980

  
	
  Quality
  Professional Employer Organization LLC

  	
   

  	
  Delaware

  	
   

  	
  12/01/2004

  
	
  S.I.
  Goldman Company, Inc.

  	
   

  	
  Delaware

  	
   

  	
  03/17/1998

  
	
  S.M.
  Lawrence Co., 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

  
	
  Sheren
  Plumbing & Heating, Inc.

  	
   

  	
  Delaware

  	
   

  	
  01/26/1999

  
	
  Temp-Right
  Service, Inc.

  	
   

  	
  Delaware

  	
   

  	
  09/25/1997

  
	
  The
  Capital Refrigeration Company

  	
   

  	
  Delaware

  	
   

  	
  08/06/1998

  
	
  Tri-City
  Mechanical, Inc.

  	
   

  	
  Arizona

  	
   

  	
  12/23/1977

  
	
  Western
  Building Services, Inc.

  	
   

  	
  Colorado

  	
   

  	
  06/12/1980

  



 


2

















 


SCHEDULE 7.1


 


Existing
Indebtedness


 


NONE


 


1