Exhibit 10.25


 


Execution Copy


 


FIFTH
AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT


 


THIS FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (the “Amendment”)
is made and entered into effective as of the 1st day of March, 2005,
by and among COMFORT SYSTEMS USA, INC., a Delaware corporation (“Borrower”);
BANK OF TEXAS NA, as a Lender and as Administrative Agent (“Administrative
Agent”); HIBERNIA NATIONAL BANK, as a Lender and as Documentation Agent; and
the Lenders (“Lenders”) and Guarantors (“Guarantors”) set forth on the
signature pages hereto.


 


RECITALS:


 


WHEREAS, Borrower, the Administrative Agent, the Document Agent and the
Lenders entered into an Amended and Restated Credit Agreement dated December 31,
2003, as amended by the First Amendment to Amended and Restated Credit
Agreement dated as of May 12, 2004, the Second Amendment to Amended and
Restated Credit Agreement dated as of June 10, 2004, the Third Amendment
to Amended and Restated Credit Agreement dated as of June 23, 2004 and the
Fourth Amendment to Amended and Restated Credit Agreement dated as of December 23,
2004  (the “Credit Agreement”),
pursuant to which Borrower amended and restated the Prior Credit Documents; and


 


WHEREAS, Borrower, Administrative Agent, Document Agent, Lenders and
Guarantors desire to amend the Credit Agreement as herein set forth to add an
additional Surety and to authorize an increase in bonding capacity.


 


NOW THEREFORE, in consideration of the premises herein contained and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:


 


1.                                       Definitions.  Except as otherwise provided below, unless
the context hereof indicates otherwise, all capitalized terms used herein shall
have the same meaning as such capitalized terms are defined in the Credit
Agreement.


 


2.                                       Amendments
to the Credit Agreement.  The Credit
Agreement is, subject to the satisfaction of the conditions precedent set forth
in Section 3 hereof, hereby amended as follows:


 


(a)                                  Definitions.  The following defined terms set forth in Article I
of the Credit Agreement are hereby amended to read as follows:


 





















 


“‘Indemnity Agreement’ means that certain Underwriting,
Indemnity, and Security Agreement dated October 23, 2003 among Borrower,
the other Restricted Persons and Federal Insurance Company, as amended by First
Amendment to Underwriting, Indemnity, and Security Agreement entered into as of
the 1st day of March, 2005, among Borrower, the other Restricted Persons,
Federal Insurance Company and Arch Insurance Company, and as amended by any
other amendment thereto that is in compliance with Section 7.12.


 


‘Intercreditor Agreement’ means that certain Intercreditor
Agreement dated October 23, 2003 between Federal Insurance Company and the
Prior Agent, as amended by First Amendment to Intercreditor Agreement, made and
entered into the 1st day of March, 2005, among Federal Insurance Company, Arch
Insurance Company and the Administrative Agent on behalf itself and the other
Lenders, and as amended by any other amendment thereto that is executed by the
Administrative Agent on behalf of itself and the other Lenders.


 


‘Surety’ means, collectively or individually, as the case may
be:


 


(a)                                  Federal
Insurance Company, an Indiana corporation, its Affiliates and Subsidiaries and
their respective co-sureties and reinsurers, and their respective successors
and permitted assigns, and


 


(b)                                 Arch
Insurance Company, a Missouri corporation, its Affiliates and Subsidiaries and
their respective co-sureties and reinsurers, and their respective successors
and permitted assigns.”


 


(b)                                 Section 7.12(b)
is hereby amended by deleting “30 percent” in subparagraph (ii)(x) and
inserting, in lieu thereof, “35 percent” and by deleting “$225,000,000” in
subparagraph (ii)(y)  and inserting, in
lieu thereof, “$275,000,000.”


 


(c)                                  Sections
5.13 and 5.14 to Schedule 5 to the Credit Agreement shall be deleted and
replaced with the corresponding Schedules attached hereto.


 


3.                                       Conditions
Precedent to Effectiveness of Amendment. 
This Amendment shall become effective when, and only when, the
Administrative Agent shall have received:


 


(a)                                  Counterparts of this
Amendment duly executed by Borrower, Guarantors and the Required Lenders
(unless otherwise indicated) being dated the date hereof, in form and substance
reasonably satisfactory to the Administrative Agent, and


 


(b)                                 a counterpart of the
First Amendment to Intercreditor Agreement duly executed by Federal Insurance
Company, Arch Insurance Company and the Administrative Agent, and acknowledged
by the Borrower and the Guarantors; and


 


2





















 


(c)           a copy of the First
Amendment to Underwriting, Indemnity, and Security Agreement duly executed by
Federal Insurance Company, Arch Insurance Company, the Borrower, and the
Guarantors, in form and substance reasonably satisfactory to the Administrative
Agent.


 


Borrower agrees to pay to the Administrative Agent for the account of
the Lenders, promptly after the effective date of this Fifth Amendment, an amendment
fee in the amount of $45,000.  The
Administrative Agent shall disburse a portion of said amendment fee to each
lender based upon the ratio of such Lender’s Revolving Loan Percentage Share.


 


Borrower agrees to pay promptly after receipt of an invoice therefore
the reasonable fees and expenses of counsel to the Administrative Agent in
connection with the preparation and negotiation of this Amendment and all
documents and instruments contemplated hereby.


 


4.                                       Representations
and Warranties of Borrower.  Borrower
represents and warrants as follows:


 


(a)                                  Borrower and
Guarantors are each duly authorized and empowered to execute, deliver and
perform this Amendment and all other instruments referred to or mentioned
herein to which it is a party, and all action on their part requisite for the
due execution, delivery and the performance of this Amendment has been duly and
effectively taken.


 


(b)                                 After
giving affect to this Amendment, the representations and warranties contained
in the Credit Agreement, as amended hereby, and any other Loan Documents
executed in connection herewith or therewith are true in all material respects
on and as of the date hereof as though made on and as of the date hereof,
except to the extent that such representation or warranty was made as of a
specific date, in which case such representation or warranty was true in all
material respects when made;


 


(c)                                  After
giving affect to this Amendment, no event has occurred and is continuing which
constitutes a Default; and


 


(d)                                 When
duly executed and delivered, each of this Amendment and the Credit Agreement
will be legal and binding obligations of Borrower, enforceable in accordance
with their respective terms, except as limited by bankruptcy, insolvency or
similar laws of general application relating to the enforcement of creditors’
rights and by equitable principles of general application.


 


3





















 


5.                                       Reference
to and Effect on the Loan Documents.


 


(a)                                  Upon
the effectiveness of this Amendment, each reference in the Credit Agreement to “this
Agreement”, “hereunder”, “hereof”, “herein” or words of like import, and each
reference in the Loan Documents shall mean and be a reference to the Credit
Agreement as amended hereby.


 


(b)                                 Except
as specifically amended above, the Credit Agreement, the Notes, and all other
Loan Documents shall remain in full force and effect and are hereby ratified
and confirmed.  Without limiting the
generality of the foregoing, the Security Documents and all collateral
described therein do and shall continue to secure the payment of all
obligations of Borrower under the Credit Agreement as amended hereby, the
Notes, and under the Security Documents.


 


(c)                                  The
execution, delivery and effectiveness of this Amendment shall not, except as
expressly provided herein, operate as a waiver of any right, power or remedy of
Lender under any of the Security Documents, nor constitute a waiver of any
provision of any of the Security Documents.


 


6.                                       Costs
and Expenses.  Borrower agrees to pay
on demand all costs and expenses of Lenders in connection with the preparation,
reproduction, execution and delivery of this Amendment and the other
instruments and documents to be delivered hereunder, including the reasonable
fees and out-of-pocket expenses of counsel for Lenders.  In addition, Borrower shall pay any and all
fees payable or determined to be payable in connection with the execution and
delivery, filing or recording of this Amendment and the other instruments and
documents to be delivered hereunder, and agrees to save Lenders harmless from
and against any and all liabilities with respect to or resulting from any delay
in paying or omission to pay such fees.


 


7.                                       Execution
in Counterparts.  This Amendment may
be executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed and delivered shall be
deemed to be an original and all of which taken together shall constitute but
one and the same instrument.


 


8.                                       Governing
Law.  This Amendment shall be
governed by and construed in accordance with the laws of the State of Texas.


 


9..                                    Final
Agreement.  THIS WRITTEN AMENDMENT REPRESENTS THE FINAL AGREEMENT
BETWEEN 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
BETWEEN THE PARTIES.


 


IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be duly executed in multiple counterparts, each of which is an original
instrument for all purposes, all as of the day and year first above written.


 


4





















 


	
   

  	
  BORROWER:

  
	
   

  	
   

  
	
   

  	
  COMFORT SYSTEMS USA, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J.
  Gordon Beittenmiller

  	
   

  
	
   

  	
   

  	
  J. Gordon Beittenmiller

  
	
   

  	
   

  	
  Executive Vice President and

  
	
   

  	
   

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  LENDERS:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BANK OF
  TEXAS NA,

  
	
   

  	
   

  	
  Administrative Agent and Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Edward H. Braddock

  
	
   

  	
   

  	
   

  	
  Edward H.
  Braddock

  
	
   

  	
   

  	
   

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  HIBERNIA NATIONAL BANK,

  
	
   

  	
   

  	
   

  	
  Documentation Agent,

  
	
   

  	
   

  	
   

  	
  LC Issuer and Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Michael Meiss

  
	
   

  	
   

  	
   

  	
  Michael Meiss

  
	
   

  	
   

  	
   

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BANK OF SCOTLAND, Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FIRSTCAPITAL BANK, SSB, Lender

  
					



 


5





















 


	
   

  	
   

  	
  By:

  	
  /s/ William H. Fowler

  
	
   

  	
   

  	
   

  	
  William H. Fowler

  
	
   

  	
   

  	
   

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  RZB FINANCE LLC, Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ 

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ 

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FIRST BANK & TRUST, Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Michael S. Martin

  
	
   

  	
   

  	
   

  	
  Michael S. Martin

  
	
   

  	
   

  	
   

  	
  Vice President

  



 


6





















 


	
   

  	
  GUARANTORS:

  
	
   

  	
   

  
	
   

  	
  ACI MECHANICAL, INC.

  
	
   

  	
  ACI MECHANICAL USA, INC.

  
	
   

  	
  ARC COMFORT SYSTEMS USA, INC.

  
	
   

  	
  ACCURATE AIR SYSTEMS, L.P., by Atlas-

  
	
   

  	
  Accurate Holdings, L.L.C., as General
  Partner

  
	
   

  	
  ACCU-TEMP GP, INC.

  
	
   

  	
  ACCU-TEMP LP, INC.

  
	
   

  	
  AIRTEMP, INC.

  
	
   

  	
  ATLAS-ACCURATE HOLDINGS, L.L.C.,

  
	
   

  	
  by CS53 Acquisition Corp., as Acting Member

  
	
   

  	
  ATLAS COMFORT SYSTEMS USA, LP (f/k/a

  
	
   

  	
  Atlas Air Conditioning Company, L.P.) by

  
	
   

  	
  Atlas-Accurate Holdings, L.L.C., as General

  Partner

  
	
   

  	
  BATCHELOR’S MECHANICAL CONTRACTORS,

  INC.

  
	
   

  	
  BCM CONTROLS CORPORATION

  
	
   

  	
  CALIFORNIA COMFORT SYSTEMS USA, INC.

  
	
   

  	
  CENTRAL MECHANICAL, INC.

  
	
   

  	
  CLIMATE CONTROL, INC.

  
	
   

  	
  COMFORT SYSTEMS USA (ARKANSAS), INC.

  
	
   

  	
  COMFORT SYSTEMS USA (BALTIMORE), INC.

  
	
   

  	
  COMFORT SYSTEMS USA (BRISTOL), INC.

  
	
   

  	
  COMFORT SYSTEMS USA (OHIO), INC.

  
	
   

  	
  (f/k/a Comfort Systems USA (Cleveland),
  Inc.)

  
	
   

  	
  COMFORT SYSTEMS USA (FLORIDA), INC.

  
	
   

  	
  COMFORT SYSTEMS USA G.P., INC.

  
	
   

  	
  COMFORT SYSTEMS USA (HARTFORD), INC.

  
	
   

  	
  COMFORT SYSTEMS USA

  
	
   

  	
  (INTERMOUNTAIN), INC.

  
	
   

  	
  COMFORT SYSTEMS USA NATIONAL

  
	
   

  	
  ACCOUNTS, LLC (f/k/a Accu-Temp, LLC)

  
	
   

  	
  by Accu-Temp LP, Inc., as acting member

  
	
   

  	
  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.

  
	
   

  	
  CS44 ACQUISITION CORP.

  
	
   

  	
  CS53 ACQUISITION CORP.

  
	
   

  	
  DESIGN MECHANICAL INCORPORATED

  
	
   

  	
  EASTERN HEATING & COOLING, INC.

  



 


7





















 


	
   

  	
  GRANITE STATE PLUMBING & HEATING, LLC

  
	
   

  	
  GULFSIDE MECHANICAL, INC.

  
	
   

  	
  H & M MECHANICAL, INC.

  
	
   

  	
  HELM CORPORATION

  
	
   

  	
  HESS MECHANICAL CORPORATION

  
	
   

  	
  J & J MECHANICAL, INC.

  
	
   

  	
  JAMES AIR CONDITIONING ENTERPRISE INC.

  
	
   

  	
  MARTIN HEATING, INC.

  
	
   

  	
  MECHANICAL TECHNICAL SERVICES, L.P.,

  
	
   

  	
  by Atlas-Accurate Holdings, L.L.C., as
  General

  Partner

  
	
   

  	
  MJ MECHANICAL SERVICES, INC.

  
	
   

  	
  NEEL MECHANICAL CONTRACTORS, INC.

  
	
   

  	
  NORTH AMERICAN MECHANICAL, INC.

  
	
   

  	
  QUALITY AIR HEATING & COOLING, INC.

  
	
   

  	
  S&K AIR CONDITIONING CO., INC.

  
	
   

  	
  S.I. GOLDMAN COMPANY, INC.

  
	
   

  	
  S.M. LAWRENCE COMPANY, INC. (successor by

  
	
   

  	
  merger to CEL, Inc.)

  
	
   

  	
  SA ASSOCIATES, INC.

  
	
   

  	
  SALMON & ALDER, L.L.C., by SA Associates, Inc.,

  
	
   

  	
  as acting member

  
	
   

  	
  SEASONAIR, INC.

  
	
   

  	
  SHEREN PLUMBING & HEATING, INC.

  
	
   

  	
  TARGET CONSTRUCTION, INC.

  
	
   

  	
  TEMP-RIGHT SERVICE, INC.

  
	
   

  	
  THE CAPITAL REFRIGERATION COMPANY

  
	
   

  	
  TRI-CITY MECHANICAL, INC.

  
	
   

  	
  UNITED ENVIRONMENTAL SERVICES, L.P.,

  
	
   

  	
  by Atlas-Accurate Holdings, L.L.C., as

  
	
   

  	
  General Partner

  
	
   

  	
  WESTERN BUILDING SERVICES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. Gordon Beittenmiller

  	
   

  
	
   

  	
   

  	
   

  	
  J. Gordon Beittenmiller

  
	
   

  	
   

  	
   

  	
  Vice President & Assistant Secretary

  
					



 


8





















 


SECTION 5.13
to SCHEDULE 5


 


Names and Places of Business


 


	
  NO.

  	
   

  	
  COMPANY NAME AND ADDRESS

  	
   

  	
  PRIOR ADDRESS

  	
   

  	
  PRIOR NAMES ANDTRADE

  NAMES

  
	
  1.

  	
   

  	
  ACI Mechanical, Inc.

  3116 S. Duff Avenue

  Ames, IA 50010

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  ACI Mechanical USA, Inc.

  5851 Alder Ave., Ste. A

  Sacremento, CA 95828

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  ARC Comfort Systems USA, Inc.

  1110 East Douglas Avenue

  Visalia, CA 93292

  	
   

  	
   

  	
   

  	
  American
  Refrigeration

  Contractors

  MDC Service Corporation

  Superior Mechanical Systems, Inc.

  
	
  4.

  	
   

  	
  Accurate Air Systems, L.P.

  9745 Bent Oak Drive

  Houston, TX 77040

  	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  Accu-Temp GP, Inc.

  777 Post Oak Blvd., Suite 500

  Houston, TX 77056

  	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  Accu-Temp LP, Inc

  777 Post Oak Blvd., Suite 500

  Houston, TX 77056

  	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  AIRTEMP, INC.

  11 Wallace Avenue

  South Portland, ME 04106

  	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
   

  	
  Atlas-Accurate Holdings, L.L.C.

  777 Post Oak Blvd., Suite 500

  Houston, TX 77056

  	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
   

  	
  Atlas Comfort Systems USA, L.P.

  4133 Southerland

  Houston, TX 77092

  	
   

  	
   

  	
   

  	
  Atlas Air Conditioning Company,

  L.P.

  
	
  10.

  	
   

  	
  Batchelor’s Mechanical Contractors, Inc.

  3110 Old Shell Road

  Mobile, AL 36607

  	
   

  	
   

  	
   

  	
   

  
	
  11.

  	
   

  	
  BCM Controls Corporation

  19 Wheeling Avenue

  Woburn, MA 01801

  	
   

  	
   

  	
   

  	
   

  
	
  12.

  	
   

  	
  California Comfort Systems USA, Inc.

  650 Alpine Way

  Escondido, CA 92029

  	
   

  	
   

  	
   

  	
  Helm
  San Diego Corporation

  RMC2 Mechanical Systems

  Weather Engineering, Inc.

  
	
  13.

  	
   

  	
  Central Mechanical, Inc.

  2826 Mine & Mill Road

  Lakeland, FL. 33801

  	
   

  	
   

  	
   

  	
  Central
  Construction

  
	
  14.

  	
   

  	
  Climate Control, Inc.

  1057 Bill Tuck Highway

  South Boston, VA 24592

  	
   

  	
   

  	
   

  	
  CCI
  Systems

  Comfort Systems USA (South

  Boston)

  Comfort Systems USA (Raleigh)

  
	
  15.

  	
   

  	
  Comfort Systems USA (Arkansas), Inc.

  4806 Rixey Road

  North Little Rock, AR 72117

  	
   

  	
   

  	
   

  	
  River
  City Mechanical

  Incorporated

  
	
  16.

  	
   

  	
  Comfort Systems USA (Baltimore), Inc.

  	
   

  	
  2105 Emmorton Park Road,

  	
   

  	
   

  



 





















 


	
   

  	
   

  	
  2105 Emmorton Park Road, Suite 104

  Edgewood, MD 21040

  	
   

  	
  Suite 211

  Edgewood, MD 21040

  	
   

  	
   

  
	
  17.

  	
   

  	
  Comfort Systems USA (Bristol), Inc.
294 Blevins Blvd.

  Bristol, VA 24202

  	
   

  	
   

  	
   

  	
  Fred
  Hayes Mechanical

  Contractors

  
	
  18.

  	
   

  	
  Comfort Systems USA (Ohio), Inc.

  30300 Bruce Industrial Parkway

  Solon, OH 44139

  	
   

  	
   

  	
   

  	
  Comfort Systems USA

  (Cleveland), Inc.

  Tech Heating and Air

  Conditioning, Inc.

  
	
  19.

  	
   

  	
  Comfort Systems USA (Florida), Inc.
799 Bennett Drive

  Longwood, FL 32750

  	
   

  	
  1026 Savage Court

  Longwood, FL 32750

  	
   

  	
  All
  Temp Services

  Drake Corporation

  Air Masters of Tampa Bay

  
	
  20.

  	
   

  	
  Comfort Systems USA G.P., Inc.

  777 Post Oak Blvd.,

  Suite 500  Houston, TX 77056

  	
   

  	
   

  	
   

  	
   

  
	
  21.

  	
   

  	
  Comfort Systems USA (Hartford), Inc.

  50 Baker Hollow Road, Suite A

  Windsor, CT 06095

  	
   

  	
   

  	
   

  	
  The
  Harvey Robbin Company

  
	
  22.

  	
   

  	
  Comfort Systems USA (Intermountain), Inc.

  2035 S. Milestone Drive

  Salt Lake City, UT 84104

  	
   

  	
   

  	
   

  	
  CSI/Bonneville

  Contract Service

  Freeway Heating & Air

  Conditioning

  Pond Plumbing & Heating

  Salmon & Alder

  
	
  23.

  	
   

  	
  Comfort Systems USA National Accounts, LLC

  2655 Fortune Circle West, Suites E & F

  Indianapolis, IN 461241

  	
   

  	
  660
  Virginia Avenue

  Indianapolis, IN 46203

  	
   

  	
  Accu-Temp,
  LLC

  
	
  24.

  	
   

  	
  Comfort Systems USA (Syracuse), Inc.

  6500 New Venture Gear Drive

  East Syracuse, NY 13057

  	
   

  	
   

  	
   

  	
  Armani
  Plumbing & Mechanical

  Woodcock & Associates

  Abj Fire Protection

  
	
  25.

  	
   

  	
  Comfort Systems USA (Texas), L.P.

  777 Post Oak Blvd., Suite 500

  Houston, TX 77056

  	
   

  	
   

  	
   

  	
   

  
	
  26.

  	
   

  	
  Comfort Systems USA (Twin Cities), Inc.

  2611 Hamline Avenue North, Suite 150

  Roseville, MN 55113

  	
   

  	
   

  	
   

  	
  EDS

  Energy Development Services

  
	
  27.

  	
   

  	
  Comfort Systems USA (Western Michigan), Inc.
799 Bennett Drive

  Longwood, FL 32750

  	
   

  	
  5325 Six Mile Court

  Comstock Park, MI 49321

  	
   

  	
  River
  City Mechanical

  Troost Service Co.

  H & H Plumbing

  
	
  28.

  	
   

  	
  CS44 Acquisition Corp.

  1208 First Street, Suite B

  Humble, TX 77338

  	
   

  	
   

  	
   

  	
  Service
  Refrigeration

  Edmund’s

  
	
  29.

  	
   

  	
  CS53 Acquisition Corp.

  777 Post Oak Blvd., Suite 500

  Houston, TX 77056

  	
   

  	
   

  	
   

  	
   

  
	
  30.

  	
   

  	
  Design Mechanical Incorporated

  168 CTC Blvd., Suite #D

  Louisville, CO 80027

  	
   

  	
   

  	
   

  	
   

  
	
  31.

  	
   

  	
  Eastern Heating & Cooling, Inc.

  880 Broadway

  Albany, NY 12207-1316

  	
   

  	
   

  	
   

  	
   

  
	
  32.

  	
   

  	
  Granite State Plumbing & Heating, LLC

  546 Mast Road

  Goffstown, NH 03045

  	
   

  	
   

  	
   

  	
  Granite State Plumbing and

  Heating, LLC

  
								



 


2





















 


	
  33.

  	
   

  	
  Gulfside Mechanical, Inc.

  435 Corday Street

  Pensacola, FL 32503

  	
   

  	
   

  	
   

  	
   

  
	
  34.

  	
   

  	
  H & M Mechanical, Inc.

  135 Belcher Drive

  Pelham, AL 35124

  	
   

  	
   

  	
   

  	
   

  
	
  35.

  	
   

  	
  Helm Corporation

  168 CTC Blvd., Suite #D

  Louisville, CO. 80027

  	
   

  	
   

  	
   

  	
   

  
	
  36.

  	
   

  	
  Hess Mechanical Corporation

  9600 Fallard Court

  Upper Marlboro, MD 20772-6703

  	
   

  	
   

  	
   

  	
   

  
	
  37.

  	
   

  	
  J & J Mechanical, Inc.

  4006 South Brook

  Louisville, KY 40214

  	
   

  	
   

  	
   

  	
   

  
	
  38.

  	
   

  	
  James Air Conditioning Enterprise Inc.

  Carr#1KM-23 HM.0.B.O. Rio

  Guaynabo,
  PR 00970

  	
   

  	
   

  	
   

  	
   

  
	
  39.

  	
   

  	
  Martin Heating, Inc.

  2035 S. Milestone Drive

  Salt Lake City, UT 84104

  	
   

  	
  1655 W. High School Road

  Jackson Hole, WY 83001

  	
   

  	
   

  
	
  40.

  	
   

  	
  Mechanical Technical Services, L.P.

  7808 Danz Blvd.

  Austin, TX 78724

  	
   

  	
   

  	
   

  	
   

  
	
  41.

  	
   

  	
  MJ Mechanical Services, Inc.

  2040 Military Road

  Tonawanda, NY 14150

  	
   

  	
   

  	
   

  	
  JM
  State Refrigeration

  
	
  42.

  	
   

  	
  Neel Mechanical Contractors, Inc.

  250 Commercial Drive

  Thomasville, GA 31757

  	
   

  	
   

  	
   

  	
   

  
	
  43.

  	
   

  	
  North American Mechanical, Inc.

  6135 North American Lane

  De Forest, WI 53532

  	
   

  	
   

  	
   

  	
   

  
	
  44.

  	
   

  	
  Quality Air Heating & Cooling, Inc.

  3395 Kraft Avenue, SE

  Grand Rapids, MI 49512

  	
   

  	
   

  	
   

  	
  Precision
  Air

  
	
  45.

  	
   

  	
  S&K Air Conditioning Co., Inc.

  1810 East Park Avenue

  Valdosta, GA 31602

  	
   

  	
   

  	
   

  	
   

  
	
  46.

  	
   

  	
  S. I. Goldman Company, Inc.

  799 Bennett Drive

  Longwood, FL 32750

  	
   

  	
   

  	
   

  	
  Central
  Construction

  Mechanical Service Group

  
	
  47.

  	
   

  	
  S.M. Lawrence Company, Inc.

  245 Preston Street

  Jackson, TN. 38301

  	
   

  	
   

  	
   

  	
  CEL,
  Inc.

  Casey Electric

  
	
  48.

  	
   

  	
  SA Associates, Inc.

  2035 S. Milestone Drive

  Salt Lake City, UT. 84104

  	
   

  	
   

  	
   

  	
  Salmon
  & Alder

  
	
  49.

  	
   

  	
  Salmon & Alder, L.L.C.

  2035 S. Milestone Drive

  Salt Lake City, UT 06095

  	
   

  	
   

  	
   

  	
   

  
	
  50.

  	
   

  	
  Seasonair, Inc.

  16001-A Industrial Drive

  Gaithersburg, MD 20877

  	
   

  	
   

  	
   

  	
   

  
	
  51.

  	
   

  	
  Sheren Plumbing & Heating, Inc.

  81 U.S. 31 South

  	
   

  	
  3801 Rennie School Road

  Traverse City, MI 49684

  	
   

  	
   

  



 


3





















 


	
   

  	
   

  	
  Traverse City, MI 49684

  	
   

  	
   

  	
   

  	
   

  
	
  52.

  	
   

  	
  Target Construction, Inc.

  901 Northland Drive

  Rockford, MI 49341

  	
   

  	
   

  	
   

  	
   

  
	
  53.

  	
   

  	
  Temp-Right Service, Inc.

  101 North Catlin

  Missoula, MT 59801

  	
   

  	
   

  	
   

  	
   

  
	
  54.

  	
   

  	
  The Capital Refrigeration Company

  619 E. Jefferson Street

  Montgomery, AL 36104

  	
   

  	
   

  	
   

  	
   

  
	
  55.

  	
   

  	
  Tri-City Mechanical, Inc.

  6875 W. Galveston

  Chandler, AZ. 85226

  	
   

  	
   

  	
   

  	
  Dave’s
  Refrigeration

  
	
  56.

  	
   

  	
  United Environmental Services, L.P.

  4107 New West Drive

  Pasadena, TX 77507

  	
   

  	
  2500 Market Street

  Baytown, TX 77520

  	
   

  	
   

  
	
  57.

  	
   

  	
  Western Building Services, Inc.

  800 E. 64th Avenue, Suite 17

  Denver, CO. 80229

  	
   

  	
   

  	
   

  	
  Colorado
  Plumbing Service

  B.E.S.T. HVAC

  



 


 


4





















 


SECTION 5.14 to SCHEDULE 5


Subsidiaries


 


	
  ENTITY

  NUMBER

  	
   

  	
  NAME OF ENTITY

  	
   

  	
  STATE OF

  ORGANIZATION

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
   

  	
  ACI Mechanical, Inc.

  	
   

  	
  Delaware

  
	
  2.

  	
   

  	
  ACI Mechanical USA, Inc.

  	
   

  	
  Delaware

  
	
  3.

  	
   

  	
  ARC Comfort Systems USA, Inc.

  	
   

  	
  Delaware

  
	
  4.

  	
   

  	
  Accurate Air Systems, L.P.

  	
   

  	
  Texas

  
	
  5.

  	
   

  	
  Accu-Temp GP, Inc.

  	
   

  	
  Delaware

  
	
  6.

  	
   

  	
  Accu-Temp LP, Inc.

  	
   

  	
  Delaware

  
	
  7.

  	
   

  	
  AIRTEMP, INC.

  	
   

  	
  Delaware

  
	
  8.

  	
   

  	
  Atlas-Accurate Holdings, L.L.C.

  	
   

  	
  Delaware

  
	
  9.

  	
   

  	
  Atlas Comfort Systems USA, L.P.

  	
   

  	
  Texas

  
	
  10.

  	
   

  	
  Batchelor’s Mechanical Contractors, Inc.

  	
   

  	
  Alabama

  
	
  11.

  	
   

  	
  BCM Controls Corporation

  	
   

  	
  Massachusetts

  
	
  12.

  	
   

  	
  California Comfort Systems USA, Inc.

  	
   

  	
  California

  
	
  13.

  	
   

  	
  Central Mechanical, Inc.

  	
   

  	
  Delaware

  
	
  14.

  	
   

  	
  Climate Control, Inc.

  	
   

  	
  Delaware

  
	
  15.

  	
   

  	
  Comfort Systems USA (Arkansas), Inc.

  	
   

  	
  Delaware

  
	
  16.

  	
   

  	
  Comfort Systems USA (Baltimore), Inc.

  	
   

  	
  Delaware

  
	
  17.

  	
   

  	
  Comfort Systems USA (Bristol), Inc.

  	
   

  	
  Delaware

  
	
  18.

  	
   

  	
  Comfort Systems USA (Ohio), Inc.

  	
   

  	
  Ohio

  
	
  19.

  	
   

  	
  Comfort Systems USA (Florida), Inc.

  	
   

  	
  Florida

  
	
  20.

  	
   

  	
  Comfort Systems USA G.P., Inc.

  	
   

  	
  Delaware

  
	
  21.

  	
   

  	
  Comfort Systems USA (Hartford), Inc.

  	
   

  	
  Delaware

  
	
  22.

  	
   

  	
  Comfort Systems USA (Intermountain), Inc.

  	
   

  	
  Utah

  
	
  23.

  	
   

  	
  Comfort Systems USA National Accounts, LLC

  	
   

  	
  Indiana

  
	
  24.

  	
   

  	
  Comfort Systems USA (Syracuse), Inc.

  	
   

  	
  New York

  
	
  25.

  	
   

  	
  Comfort Systems USA (Texas), L.P.

  	
   

  	
  Texas

  
	
  26.

  	
   

  	
  Comfort Systems USA (Twin Cities), Inc.

  	
   

  	
  Minnesota

  
	
  27.

  	
   

  	
  Comfort Systems USA (Western Michigan),
  Inc.

  	
   

  	
  Michigan

  
	
  28.

  	
   

  	
  CS44 Acquisition Corp.

  	
   

  	
  Delaware

  
	
  29.

  	
   

  	
  CS53 Acquisition Corp.

  	
   

  	
  Delaware

  
	
  30.

  	
   

  	
  Design Mechanical Incorporated

  	
   

  	
  Delaware

  
	
  31.

  	
   

  	
  Eastern Heating & Cooling, Inc.

  	
   

  	
  New York

  
	
  32.

  	
   

  	
  Granite State Plumbing & Heating, LLC

  	
   

  	
  Delaware

  
	
  33.

  	
   

  	
  Gulfside Mechanical, Inc.

  	
   

  	
  Delaware

  
	
  34.

  	
   

  	
  H & M Mechanical, Inc.

  	
   

  	
  Delaware

  
	
  35.

  	
   

  	
  Helm Corporation

  	
   

  	
  Colorado

  
	
  36.

  	
   

  	
  Hess Mechanical Corporation

  	
   

  	
  Delaware

  
	
  37.

  	
   

  	
  J & J Mechanical, Inc.

  	
   

  	
  Kentucky

  
	
  38.

  	
   

  	
  James Air Conditioning Enterprise Inc.

  	
   

  	
  Puerto Rico

  
	
  39.

  	
   

  	
  Martin Heating, Inc.

  	
   

  	
  Wyoming

  



 





















 


	
  ENTITY

  NUMBER

  	
   

  	
  NAME OF ENTITY

  	
   

  	
  STATE OF

  ORGANIZATION

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  40.

  	
   

  	
  Mechanical Technical Services, L.P.

  	
   

  	
  Texas

  
	
  41.

  	
   

  	
  MJ Mechanical Services, Inc.

  	
   

  	
  Delaware

  
	
  42.

  	
   

  	
  Neel Mechanical Contractors, Inc.

  	
   

  	
  Delaware

  
	
  43.

  	
   

  	
  North American Mechanical, Inc.

  	
   

  	
  Delaware

  
	
  44.

  	
   

  	
  Quality Air Heating & Cooling, Inc.

  	
   

  	
  Michigan

  
	
  45.

  	
   

  	
  S&K Air Conditioning Co., Inc.

  	
   

  	
  Georgia

  
	
  46.

  	
   

  	
  S. I. Goldman Company, Inc.

  	
   

  	
  Delaware

  
	
  47.

  	
   

  	
  S.M. Lawrence Company, Inc.

  	
   

  	
  Tennessee

  
	
  48.

  	
   

  	
  SA Associates, Inc.

  	
   

  	
  Utah

  
	
  49.

  	
   

  	
  Salmon & Alder, L.L.C.

  	
   

  	
  Utah

  
	
  50.

  	
   

  	
  Seasonair, Inc.

  	
   

  	
  Maryland

  
	
  51.

  	
   

  	
  Sheren Plumbing & Heating, Inc.

  	
   

  	
  Delaware

  
	
  52.

  	
   

  	
  Target Construction, Inc.

  	
   

  	
  Delaware

  
	
  53.

  	
   

  	
  Temp-Right Service, Inc.

  	
   

  	
  Delaware

  
	
  54.

  	
   

  	
  The Capital Refrigeration Company

  	
   

  	
  Delaware

  
	
  55.

  	
   

  	
  Tri-City Mechanical, Inc.

  	
   

  	
  Arizona

  
	
  56.

  	
   

  	
  United Environmental Services, L.P.

  	
   

  	
  Texas

  
	
  57.

  	
   

  	
  Western Building Services, Inc.

  	
   

  	
  Colorado