Exhibit 10.1

 

EXECUTION VERSION

 

AMENDMENT NO. 3 TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

AND

AMENDMENT TO OTHER LOAN DOCUMENTS

 

THIS AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT AND AMENDMENT TO OTHER LOAN DOCUMENTS (this “Amendment”) dated as of July 22, 2014, is among COMFORT SYSTEMS USA, INC., a Delaware corporation (the “Borrower”), the other entities identified as Guarantors on the signature pages hereto (the “Guarantors”), the several banks and other financial institutions signatories hereto (the “Lenders”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Agent for the Lenders (the “Agent”).

 

RECITALS

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

(a)                                 The dollar amount set forth on the cover page of the Credit Agreement is hereby amended to be shown as $250,000,000.

 

(b)                                 Section 1.1 of the Credit Agreement is hereby amended by deleting the second sentence of the definition of “Aggregate Commitment” in its entirety and substituting therefor the following:

 











 

“As of the Amendment No. 3 Effective Date, the Aggregate Commitment is equal to $250,000,000.”

 

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

 

“Amendment No. 3 Effective Date” means July 22, 2014.

 

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

 

“Excluded Assets” means, collectively, (a) equity interests in any Unrestricted Subsidiary (including the Southeast Acquisition Entity), so long as a pledge or transfer of such equity interests would be prohibited or restricted under, or would require consent of a third party that is not an Affiliate pursuant to, the governing documents of such Unrestricted Subsidiary or any other agreement binding on the Restricted Persons or their assets; provided that (except with respect to the equity interests in the Southeast Acquisition Entity) in the event such pledge or transfer is not prohibited but is so restricted or would require such consent of a third party that is not an Affiliate, Borrower shall have used commercially reasonable efforts to satisfy such restriction or obtain such consent, (b) assets, a security interest in which would be prohibited by contract or applicable Law unless such prohibition is not effective under applicable Law and (c) assets as to which the Agent has determined in its sole discretion that the costs of obtaining a lien or security interest therein are excessive in relation to the value of the security to be afforded thereby.

 

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

 

“Guarantors” means, collectively, (a) each Subsidiary of the Borrower existing on the Amendment No. 3 Effective Date, other than an Immaterial Subsidiary or an Unrestricted Subsidiary, and (b) any Subsidiary of the Borrower that executes and delivers a Guaranty to the Agent after the Amendment No. 3 Effective Date, pursuant to Section 6.15.

 

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

 

“(b)                           an obligation to pay the deferred purchase price of property or services (other than trade payables incurred in the ordinary course of business);

 

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(i)                                     obligations to purchase or redeem securities or other property, if such obligations arise out of or in connection with the sale or issuance of the same or similar securities or property (for example, repurchase agreements, mandatorily redeemable preferred stock and sale/leaseback agreements), except to the extent such purchase or redemption is to be made with the proceeds of a substantially concurrent issuance of Equity of such Person;

 

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

 

(g)                                  Section 1.1 of the Credit Agreement is hereby amended by deleting the proviso at the end of the definition of “Indebtedness” and substituting the following therefor:

 

“provided, however, that the “Indebtedness” of any Person shall not include (i) obligations incurred by such Person in the ordinary course of its business under purchasing cards or similar arrangements, or (ii) obligations under operating leases as defined under GAAP on the date of this Agreement.”

 

(h)                                 Section 1.1 of the Credit Agreement is hereby amended by deleting the definition of “Intercreditor Agreement” and substituting the following definition therefor:

 

“Intercreditor Agreement” means (i) that certain Intercreditor Agreement dated as of June 24, 2009 among Zurich American Insurance Company, a New York corporation, and Wachovia Bank, N.A., a national banking association, as predecessor to Lender Agent (as therein defined), as amended from time to time, and (ii) any other agreement to which Borrower, the Agent and any surety are parties that establishes the priorities of the parties with respect to the Bonded Receivables.

 

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

 

“Maturity Date” means October 1, 2019.

 

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

 

“(d)                           pledges or deposits of cash or securities to secure (i) the performance of bids, trade contracts, leases, statutory obligations and other obligations of a like nature (excluding appeal bonds

 

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incurred in the ordinary course of business); (ii) obligations under worker’s compensation, unemployment insurance, social security or public Laws or similar legislation (excluding Liens arising under ERISA); or (iii) letters of credit that support obligations described in clause (i) or (ii) above;”.

 

(k)                                 Section 1.1 of the Credit Agreement is hereby amended by (i) deleting the word “and” at the end of clause (l) of the definition of “Permitted Liens”, (ii) deleting the period at the end of clause (m) thereof and substituting a semicolon in its place, and (iii) adding the following new clauses (n) and (o) to the end of said definition:

 

“(n)                           Liens securing Indebtedness permitted by Section 7.1(i), provided that (i) such Liens existed at the time such Person became a Subsidiary of the Borrower or at the time such assets were acquired, as the case may be, and were not created in anticipation thereof, (ii) such Liens do not apply to any property or assets of the Borrower or its Subsidiaries, as the case may be, other than (A) the assets of such Person that has become a Subsidiary of the Borrower and such Person’s Subsidiaries or (B) such acquired assets and their proceeds, and (iii) such Liens secure only those obligations that they secured on the date such Person became a Subsidiary of the Borrower or at the time such assets were acquired, as the case may be; and

 

(o)                                 Liens securing Indebtedness permitted by Section 7.1(k).”

 

(l)                                     Section 2.17(b) of the Credit Agreement is hereby amended by deleting clause (v) thereof in its entirety and substituting therefor the following:

 

“(v)                           the cumulative increase in the Revolving Loan Commitments pursuant to this Section 2.17 shall not exceed $100,000,000;”.

 

(m)                             Section 2.17(b) of the Credit Agreement is hereby further amended by deleting clause (viii) thereof in its entirety and substituting therefor the following:

 

“(viii)                  the aggregate amount of the Lenders’ Revolving Loan Commitments shall not exceed $350,000,000 without the approval of all Lenders; and”.

 

(n)                                 Section 3.2 of the Credit Agreement is hereby amended by inserting the phrase “or liquidity” immediately after the first instance of the word “capital”.

 

(o)                                 Section 4.2 of the Credit Agreement is hereby amended by deleting clause (d) thereof in its entirety and substituting therefor the following:

 

“(d)                           No Material Adverse Change shall have occurred since December 31, 2013.”

 

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(p)                                 Section 5.13 of the Credit Agreement is hereby amended to replace each reference therein to “Amendment No. 2 Effective Date” with a reference to “Amendment No. 3 Effective Date” and to insert the word “or” after the phrase “Disclosure Schedule” in the last sentence thereof.

 

(q)                                 Section 7.1 of the Credit Agreement is hereby amended by deleting clauses (b), (c), (d) and (k) thereof in their entirety and substituting therefor the following:

 

“(b)                           unsecured Indebtedness among Borrower and the Guarantors;

 

(c)                                  purchase money Indebtedness and Capital Lease Obligations in an aggregate principal amount not to exceed $15,000,000 at any time, provided that the original principal amount of any such Indebtedness shall not be in excess of the purchase price of the assets acquired with the proceeds thereof and such Indebtedness shall be secured only by the acquired assets;

 

(d)                                 Indebtedness existing on the Amendment No. 3 Effective Date and listed on Schedule 7.1, and renewals and extensions thereof;

 

(k)                                 any other Indebtedness not to exceed $10,000,000 in the aggregate at any time outstanding.”

 

(r)                                    Section 7.6 of the Credit Agreement is hereby amended by deleting subsection (a) thereof in its entirety and substituting therefor the following:

 

“(a)                           No Restricted Person will declare or make any Distribution except, in each case, so long as no Default or Event of Default exists at the time thereof or would result therefrom:

 

(i)                                     Distributions made at any time when the Net Leverage Ratio is less than or equal to 1.00 to 1.00;

 

(ii)                                  regularly scheduled dividends in an amount per share paid in any Fiscal Quarter not to exceed 125% of the amount per share paid during the immediately preceding Fiscal Quarter; provided that all such increases paid in any Fiscal Year shall not exceed $1,300,000; and

 

(iii)                               repurchases of the Borrower’s common stock made on or prior to September 30, 2015, in an aggregate amount not to exceed $25,000,000.”

 

(s)                                   Section 7.7(a) of the Credit Agreement is hereby amended by deleting clause (ii) thereof in its entirety and substituting therefor the following:

 

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(ii)                                  investments in Unrestricted Subsidiaries not in excess of $10,000,000 during any Fiscal Year, and”.

 

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

 

“(iii)                         either (A) the Total Leverage Ratio is less than or equal to 2.00 to 1.00 after giving pro forma effect to the Acquisition or (B) the purchase price for such Acquisition is less than or equal to $25,000,000 and the aggregate purchase price for such Acquisition and all prior Acquisitions made during the Fiscal Year when such Acquisition is consummated is less than or equal to $60,000,000; or”.

 

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

 

“(c)                            Total Leverage Ratio.  The Borrower will not permit its Total Leverage Ratio, determined as of the end of each of its Fiscal Quarters, for the then most-recently ended four Fiscal Quarters, to be greater than 2.75 to 1.00.”

 

(v)                                 Section 10.4(a) of the Credit Agreement is hereby amended by deleting the word “and” immediately before clause (iii) thereof and by deleting clause (iii) thereof in its entirety and substituting therefor the following:

 

“(iii) all reasonable costs and expenses incurred by the Agent on behalf of any Lender Party (including without limitation reasonable attorneys’ fees, reasonable consultants’ fees and reasonable accounting fees) in connection with the conduct of an annual field audit and (iv) all reasonable costs and expenses incurred by the Agent and any Lender Party in connection with the enforcement of its rights (A) in connection with this Agreement (including its rights under this Section) or any of the Loan Documents, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect such Loans or Letters of Credit.”

 

(w)                               The Credit Agreement is hereby amended such that reference to “Amendment No. 2 Effective Date” in the “Pricing Schedule” attached thereto is hereby replaced with a reference to “Amendment No. 3 Effective Date”.

 

(x)                                 Schedule 3.1 to the Credit Agreement and Sections 5.13 and 5.14 of Schedule 5 to the Credit Agreement and Schedule 7.1 to the Credit Agreement are hereby replaced in their entirety with Schedule 3.1 and Sections 5.13 and 5.14 of Schedule 5 and Schedule 7.1 attached to this Amendment.

 

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3.                                      Amendments to Security Agreement.

 

(a)                                 Section 2(a) of the Security Agreement is hereby amended by deleting the proviso at the end of said Section and substituting therefor the following:

 

“provided that, notwithstanding the foregoing, the Collateral in which a security interest is granted pursuant to this Security Agreement specifically excludes the Excluded Assets.”

 

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

 

4.                                      Amendment to Pledge Agreement.  Schedule I to the Pledge Agreement is hereby replaced in its entirety with Schedule I to the Second Amended and Restated Pledge Agreement attached to this Amendment.

 

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

 

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

 

(b)                                 the Agent shall have received a Revolving Note for each Lender substantially in the form of Exhibit 2.1 to the Credit Agreement in the principal amount of each such Lender’s Revolving Loan Commitment as set forth on Schedule 3.1 attached hereto;

 

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

 

(d)                                 the Agent shall have received, or shall concurrently receive, payment of all fees payable in connection with this Amendment including, without limitation, the fees payable to pursuant to that certain Fee Letter dated June 25, 2014;

 

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

 

(i)                                     an “Omnibus Certificate” of the Secretary or Assistant Secretary of the Borrower and each Guarantor, which shall (i) contain the names and signatures of the officers of Borrower and each Guarantor authorized to execute Loan Documents, (ii) certify that there have been no changes to the charter documents or bylaws of the Borrower and each Guarantor previously delivered to the Agent (or, to the extent any such documents have changed, attach and certify to the truth, correctness and completeness of such documents) and (iii) attach and certify to the truth, correctness and completeness of a copy of resolutions duly adopted by the Board of Directors of Borrower and each Guarantor and in full force and effect at the time this Amendment is entered into, authorizing the execution of this

 

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Amendment and the other Loan Documents delivered or to be delivered in connection herewith and the consummation of the transactions contemplated herein and therein; and

 

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

 

(f)                                   a certificate of existence and good standing for Borrower issued by the Secretary of State of Delaware, a certificate of due qualification to do business for the Borrower issued by the Secretary of State of Texas and evidence that the Borrower’s authority to transact business in the State of Texas is active;

 

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

 

(h)                                 the Agent shall have received, in form and substance reasonably satisfactory to the Agent, projections prepared by management of balance sheets, income statements and cashflow statements of the Borrower and its Subsidiaries for the term of the Credit Agreement, as amended hereby.

 

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

 

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

 

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

 

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

 

(l)                                     Since December 31, 2013, there has occurred no Material Adverse Change.

 

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6.                                      New Lenders.

 

(a)                                 By its execution of this Amendment, each of U.S. Bank National Association and Cadence Bank, N.A. (each, a “New Lender”) agrees to become a Lender for all purposes and to the same extent as if originally a party to the Credit Agreement and agrees to be bound by and entitled to the benefits of the Credit Agreement.

 

(b)                                 Each New Lender, severally and not jointly, hereby (i) represents and warrants that it is legally authorized to enter into this Amendment and become a “Lender” under the Credit Agreement; (ii) confirms that it has received a copy of the Credit Agreement, together with the copies of the most recent financial statements delivered pursuant to 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 Amendment and become a “Lender” under the Credit Agreement; (iii) agrees that it will, independently and without reliance upon the Agent 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; (iv) appoints and authorizes the Agent to take any action as agent on its behalf and to exercise any powers under the Loan Documents that are delegated to the Agent by the terms of the Loan Documents, together with all powers that are reasonably incidental thereto; and (v) agrees that it shall perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender.

 

7.                                      Continuing Effect of the Credit Agreement and Other Loan Documents.  This Amendment does not constitute a waiver of any provision of the Credit Agreement or any other Loan Document and, except as expressly provided herein, is not to be construed as a consent to any action on the part of the Borrower or the Guarantors that would require a waiver or consent of the Lenders or an amendment or modification to any term of the Loan Documents.  The Borrower and the Guarantors hereby confirm and ratify the Credit Agreement as amended hereby and each of the other Loan Documents to which it is a party and acknowledges and agrees that the same continue in full force and effect as amended hereby (as applicable).

 

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

 

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

 

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

 

11.                               References.  The words “hereby,” “herein,” “hereinabove,” “hereinafter,” “hereinbelow,” “hereof,” “hereunder” and words of similar import when used in this Amendment refer to this Amendment as a whole and not to any particular article, section or provision of this

 

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Amendment.  References in this Amendment to a section number are to such sections of the Credit Agreement unless otherwise specified.

 

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

 

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

 

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

 

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

 

[Signature Pages Follow]

 

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

 

 

	
 
    	
COMFORT   SYSTEMS USA, INC.,
    
	
 
    	
Borrower
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Trent McKenna
    
	
 
    	
 
    	
Trent McKenna
    
	
 
    	
 
    	
Senior Vice   President, General Counsel and Secretary
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
Address:
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
Comfort Systems   USA, Inc.
    
	
 
    	
675 Bering,   Suite 400
    
	
 
    	
Houston, Texas   77057
    
	
 
    	
Attention: William   George III
    
	
 
    	
Telephone: (713)   830-9650
    
	
 
    	
Fax: (713)   830-9659
    


 

Signature Page to Amendment No. 3

 











 

ACKNOWLEDGMENT OF GUARANTORS

 

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

 

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

 

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


 

Signature Page to Amendment No. 3

 











 

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


 

Signature Page to Amendment No. 3

 











 

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


 

Signature Page to Amendment No. 3

 











 

	
 
    	
WELLS   FARGO BANK, NATIONAL ASSOCIATION,
    
	
 
    	
Agent and a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Gregory C.   Crowe
    
	
 
    	
 
    	
Gregory C. Crowe
    
	
 
    	
 
    	
Senior Vice   President
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
Address:
    
	
 
    	
 
    
	
 
    	
Wells Fargo Bank,   National Association
    
	
 
    	
1000 Louisiana, 3rd Floor
    
	
 
    	
Houston, Texas   77002
    
	
 
    	
Attention:
    	
Gregory C. Crowe
    
	
 
    	
Telephone:
    	
713-319-1630
    
	
 
    	
Fax:
    	
713-739-1086
    
				


 

Signature Page to Amendment No. 3

 











 

	
 
    	
CAPITAL   ONE, N.A.,
    
	
 
    	
Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Yasmin Elhatib
    
	
 
    	
Name:
    	
Yasmin Elkhatib
    
	
 
    	
Title:
    	
Vice President
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
Address:
    
	
 
    	
 
    
	
 
    	
Capital One, N.A.
    
	
 
    	
5718 Westheimer,   Suite 600
    
	
 
    	
Houston, Texas   77057
    
	
 
    	
Attention:
    	
Yasmin Elkhatib
    
	
 
    	
Telephone:
    	
713-435-5265
    
	
 
    	
Fax:
    	
713-706-5499
    
				


 

Signature Page to Amendment No. 3

 











 

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


 

Signature Page to Amendment No. 3

 











 

	
 
    	
REGIONS   BANK,
    
	
 
    	
Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Joey Powell
    
	
 
    	
Name:
    	
Joey Powell
    
	
 
    	
Title:
    	
Senior Vice   President
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
Address:
    
	
 
    	
 
    
	
 
    	
Regions Bank
    
	
 
    	
5005 Woodway   Drive, Suite 110
    
	
 
    	
Houston, Texas   77479
    
	
 
    	
Attention:
    	
Joey Powell
    
	
 
    	
Telephone:
    	
713-426-7236
    
	
 
    	
Fax:
    	
713-426-7180
    
				


 

Signature Page to Amendment No. 3

 









 

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


 

Signature Page to Amendment No. 3

 











 

	
 
    	
U.S. BANK NATIONAL ASSOCIATION,
    
	
 
    	
Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Michael E Temnick
    
	
 
    	
Name:
    	
Michael E Temnick
    
	
 
    	
Title:
    	
Vice President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    
	
 
    	
Address:
    
	
 
    	
 
    
	
 
    	
U.S. Bank National Association
    
	
 
    	
425 Walnut St.
    
	
 
    	
CN-OH-W8
    
	
 
    	
Cincinnati, Ohio 45202
    
	
 
    	
Attention:
    	
Michael Temnick
    
	
 
    	
Telephone:
    	
513-632-4133
    
	
 
    	
Fax:
    	
513-632-4894
    
				


 

Signature Page to Amendment No. 3

 











 

	
 
    	
CADENCE BANK, N.A.,
    
	
 
    	
Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ H. Gale Smith, Jr.
    
	
 
    	
Name:
    	
H. Gale Smith, Jr.
    
	
 
    	
Title:
    	
Executive Vice President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
Address:
    
	
 
    	
 
    
	
 
    	
Cadence Bank, N.A.
    
	
 
    	
2800 Post Oak Boulevard, Suite 3800
    
	
 
    	
Houston, Texas 77056
    
	
 
    	
Attention:
    	
Gale Smith
    
	
 
    	
Telephone:
    	
713-871-3941
    
	
 
    	
Fax:
    	
713-634-4963
    
				


 

Signature Page to Amendment No. 3

 











 

PRICING SCHEDULE

 

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

 

	
APPLICABLE
   MARGIN FOR
   REVOLVING
   LOAN
   ADVANCES
    	
 
    	
LEVEL I
   STATUS
    	
 
    	
LEVEL II
   STATUS
    	
 
    	
LEVEL III
   STATUS
    	
 
    	
LEVEL IV
   STATUS
    	
 
    
	
Eurodollar Rate Margin
    	
 
    	
1.25
    	
%
    	
1.50
    	
%
    	
1.75
    	
%
    	
2.00
    	
%
    
	
Base Rate Margin
    	
 
    	
0.25
    	
%
    	
0.50
    	
%
    	
0.75
    	
%
    	
1.00
    	
%
    


 

	
APPLICABLE
   COMMITMENT
   FEE
   RATE
    	
 
    	
LEVEL I
   STATUS
    	
 
    	
LEVEL II
   STATUS
    	
 
    	
LEVEL III
   STATUS
    	
 
    	
LEVEL IV
   STATUS
    	
 
    
	
Commitment Fee Rate
    	
 
    	
0.20
    	
%
    	
0.25
    	
%
    	
0.30
    	
%
    	
0.35
    	
%
    


 

	
LETTER OF
   CREDIT
   FEE RATE
    	
 
    	
LEVEL I
   STATUS
    	
 
    	
LEVEL II
   STATUS
    	
 
    	
LEVEL III
   STATUS
    	
 
    	
LEVEL IV
   STATUS
    	
 
    
	
LC Fee Rate
    	
 
    	
1.25
    	
%
    	
1.50
    	
%
    	
1.75
    	
%
    	
2.00
    	
%
    


 

For the period beginning on the Amendment No. 3 Effective Date and continuing to the date on which the financial statements and certificates are first delivered by the Borrower thereafter pursuant to Section 6.2(a) and Section 6.2(b), as applicable, Level I Status shall apply.  Notwithstanding the foregoing if the Borrower has failed to deliver the financial statements and certificates required by Section 6.2(a) and Section 6.2(b) then Level IV Status will be deemed to exist after two Business Days’ notice from the Agent to the Borrower.

 

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

 

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

 

“Level II Status” exists for any day that the Total Leverage Ratio is greater than or equal to 0.75 to 1.00 but is less than 1.50 to 1.00.

 

1











 

“Level III Status” exists for any day that the Total Leverage Ratio is greater than or equal to 1.50 to 1.00 but is less than 2.25 to 1.00.

 

“Level IV Status” exists for any day that the Total Leverage Ratio is greater than or equal to 2.25 to 1.00.

 

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

 

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

 

2











 

SCHEDULE 3.1

 

LENDERS SCHEDULE

 

	
Domestic Lending Office
    	
 
    	
Eurodollar
   Lending Office
    	
 
    	
Percentage
   Share
    	
 
    	
Revolving Loan
   Commitment
    	
 
    
	
Wells Fargo Bank,   N.A.

1000 Louisiana,   3rd Floor  

Houston, TX 77002  

Telephone: (713)   319-1630  

Fax: (713)   739-1086
    	
 
    	
Same
    	
 
    	
28.0
    	
%
    	
$
    	
70,000,000.00
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
BOKF, NA dba Bank   of Texas  

5 Houston Center  

1401 McKinney,   Suite 1650  

Houston, Texas   77010  

Telephone: (713)   289-5855  

Fax: (713)   289-5825
    	
 
    	
Same
    	
 
    	
14.0
    	
%
    	
$
    	
35,000,000.00
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Capital One, N.A.  

5718 Westheimer,   Suite 600  

Houston, Texas   77057  

Telephone: (713)   435-5024  

Fax: (713)   706-5499
    	
 
    	
Same
    	
 
    	
14.0
    	
%
    	
$
    	
35,000,000.00
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Regions Bank  

5005 Woodway   

Houston, Texas   77056  

Telephone: (713)   426-7157  

Fax: (713) 426-7180
    	
 
    	
Same
    	
 
    	
12.0
    	
%
    	
$
    	
30,000,000.00
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Branch Bank and   Trust Company  

200 W. 2nd St., 16th Floor  

Winston-Salem,   North Carolina 27101  

Telephone: (336)   733-2741  

Fax: (336)   733-2740
    	
 
    	
Same
    	
 
    	
12.0
    	
%
    	
$
    	
30,000,000.00
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
U.S. Bank National   Association  

425 Walnut St.   CN-OH-W8  

Cincinnati, Ohio   45202  

Telephone: (513)   632-4133  

Fax: (513)   632-4894
    	
 
    	
Same
    	
 
    	
10.0
    	
%
    	
$
    	
25,000,000.00
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Cadence Bank, N.A.  

3500 Colonnade Pkwy, Suite 600  

Birmingham, AL   35243  

Telephone: (205)   488-3367  

Fax: (205) 488-3320
    	
 
    	
Same
    	
 
    	
10.0
    	
%
    	
$
    	
25,000,000.00
    	
 
    


 

1









 

SECTION 5.13 to SCHEDULE 5

 

NAMES AND PLACES OF BUSINESS

 

	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
PRIOR
    	
 
    	
PRIOR NAMES
    
	
ENTITY NAME
    	
 
    	
ADDRESS TYPE
    	
 
    	
ADDRESS
    	
 
    	
ADDRESSES
    	
 
    	
& TRADE NAMES
    
	
Comfort Systems USA, Inc.
    	
 
    	
Principal Place of Business
    	
 
    	
675 Bering Drive, Suite 400, Houston,   Texas 77057
    	
 
    	
777 Post Oak Blvd Suite 500, Houston,   Texas 77056
    	
 
    	
 
    
	
ACI Mechanical, Inc.
    	
 
    	
Principal Place of Business
    	
 
    	
2182 231st Lane  Ames, Iowa 50014
    	
 
    	
3116 S. Duff Avenue, Ames, Iowa 50010
    	
 
    	
 
    
	
ARC Comfort Systems USA, Inc.
    	
 
    	
Principal Place of Business
    	
 
    	
675 Bering Drive, Suite 400, Houston,   Texas 77057
    	
 
    	
777 Post Oak Blvd., Suite 500, Houston,   TX 77056
    	
 
    	
 
    
	
Accu-Temp GP, Inc.
    	
 
    	
Principal Place of Business
    	
 
    	
675 Bering Drive, Suite 400, Houston,   Texas 77057
    	
 
    	
777 Post Oak Blvd Suite 500, Houston,   Texas 77056
    	
 
    	
 
    
	
Accu-Temp LP, Inc.
    	
 
    	
Principal Place of Business
    	
 
    	
675 Bering Drive, Suite 400, Houston,   Texas 77057
    	
 
    	
777 Post Oak Blvd Suite 500, Houston,   Texas 77056
    	
 
    	
 
    
	
Acorn Industrial, LLC
    	
 
    	
Principal Place of Business
    	
 
    	
7311 ACC Boulevard, Raleigh, North Carolina   27617
    	
 
    	
 
    	
 
    	
Acorn Industrial, Inc.
    
	
Air Systems Engineering, Inc.
    	
 
    	
Principal Place of Business
    	
 
    	
3602 South Pine Street, Tacoma, Washington   98409
    	
 
    	
 
    	
 
    	
 
    
	
AirTemp, Inc.
    	
 
    	
Principal Place of Business
    	
 
    	
11 Wallace Avenue, South Portland, Maine   04106
    	
 
    	
 
    	
 
    	
 
    
	
Atlas-Accurate Holdings, L.L.C.
    	
 
    	
Principal Place of Business
    	
 
    	
675 Bering Drive, Suite 400, Houston,   Texas 77057
    	
 
    	
777 Post Oak Blvd. Suite 500, Houston,   Texas 77056
    	
 
    	
 
    


 

1











 

	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
PRIOR
    	
 
    	
PRIOR NAMES
    
	
ENTITY NAME
    	
 
    	
ADDRESS TYPE
    	
 
    	
ADDRESS
    	
 
    	
ADDRESSES
    	
 
    	
& TRADE NAMES
    
	
Atlas Comfort Systems USA, L.L.C.
    	
 
    	
Principal Place of Business
    	
 
    	
675 Bering Drive, Suite 400, Houston,   Texas 77057
    	
 
    	
9745 Bent Oak Drive, Houston, Texas 77040  

 

4133 Southerland, Houston, Texas 77092
    	
 
    	
Atlas Air Conditioning Company, L.P.

 

Atlas Comfort Systems USA, L.P.  

 

Atlas Comfort Systems USA
    
	
Batchelor’s Mechanical Contractors, LLC
    	
 
    	
Principal Place of Business
    	
 
    	
675 Bering Drive, Suite 400, Houston,   Texas 77057
    	
 
    	
3110 Old Shell Road, Mobile, Alabama 36607  

 

15444 Industrial Drive, Loxley, Alabama   36551
    	
 
    	
Batchelor’s Mechanical   Contractors, Inc.
    
	
BCM Controls Corporation
    	
 
    	
Principal Place of Business
    	
 
    	
30 Commerce Way, Woburn, Massachusetts 01801
    	
 
    	
 
    	
 
    	
 
    
	
California Comfort Systems USA, Inc.
    	
 
    	
Principal Place of Business
    	
 
    	
7740 Kenamar Court, San Diego, California   92121
    	
 
    	
9750 Distribution Avenue, San Diego, CA   92121  

 

650 Alpine Way, Escondido, CA 92029  

 

4660 Viewridge Ave., San Diego, CA 92123
    	
 
    	
TCP Company
    
	
ColonialWebb Contractors Company
    	
 
    	
Principal Place of Business
    	
 
    	
2820 Ackley Avenue, Richmond, Virginia 23228
    	
 
    	
 
    	
 
    	
Comfort Systems USA (Carolinas)
    
	
 
    	
 
    	
Satellite
    	
 
    	
1600 Crossbeam Drive, Charlotte, North   Carolina 28217
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Satellite
    	
 
    	
1 Marcus Drive, Greenville, South Carolina   29615
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Satellite
    	
 
    	
811 Pleasant Valley Road, Harrisonburg,   Virginia 22801
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Satellite
    	
 
    	
8509 Phoenix Drive, Manassas, Virginia 20110
    	
 
    	
 
    	
 
    	
 
    


 

2











 

	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
PRIOR
    	
 
    	
PRIOR NAMES
    
	
ENTITY NAME
    	
 
    	
ADDRESS TYPE
    	
 
    	
ADDRESS
    	
 
    	
ADDRESSES
    	
 
    	
& TRADE NAMES
    
	
 
    	
 
    	
Satellite
    	
 
    	
740C Bluecrab Road, Newport News, Virginia   23606
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Satellite
    	
 
    	
3719 E. Virginia Beach Blvd., Norfolk,   Virginia 23502
    	
 
    	
3302 Croft Street, Norfolk, Virginia 23513
    	
 
    	
 
    
	
 
    	
 
    	
Satellite
    	
 
    	
5171 Glenwood Avenue, Raleigh, North   Carolina 27612
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Satellite
    	
 
    	
1977 Snow Pointe Lane Bldg 7B  Charlottesville, Virginia 22902
    	
 
    	
6450-E Merriman Road, Roanoke, Virginia   24018
    	
 
    	
 
    
	
Comfort Systems USA (Arkansas), Inc.
    	
 
    	
Principal Place of Business
    	
 
    	
4806 Rixey Road, North Little Rock, Arkansas   72117
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Satellite
    	
 
    	
116 Commercial Drive, Lowell, Arkansas 72745
    	
 
    	
1915 North Shiloh, Fayetteville, Arkansas   72704
    	
 
    	
 
    
	
Comfort Systems USA (Baltimore), LLC
    	
 
    	
Principal Place of Business
    	
 
    	
675 Bering Drive, Suite 400 Houston,   Texas 77057
    	
 
    	
3601 Commerce Drive, Suite 114,   Baltimore, Maryland 21227  

 

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

 

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

 

Comfort Systems USA New River (Bristol)
    
	
 
    	
 
    	
Satellite
    	
 
    	
6450 Merriman Road, Suite E  Roanoke, Virginia 24018
    	
 
    	
106 St. John Road, Salem, Virginia 24153
    	
 
    	
 
    
	
 
    	
 
    	
Satellite
    	
 
    	
90 Old Shoals Road, Suite 108  Arden, North Carolina 28704
    	
 
    	
 
    	
 
    	
 
    


 

3











 

	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
PRIOR
    	
 
    	
PRIOR NAMES
    
	
ENTITY NAME
    	
 
    	
ADDRESS TYPE
    	
 
    	
ADDRESS
    	
 
    	
ADDRESSES
    	
 
    	
& TRADE NAMES
    
	
Comfort Systems USA Energy   Services, Inc.
    	
 
    	
Principal Place of Business
    	
 
    	
7 Waterside Crossing, Windsor, Connecticut   06095
    	
 
    	
50 Baker Hollow Road Ste. A, Windsor,   Connecticut 06095
    	
 
    	
Comfort Systems USA (Hartford), Inc.
    
	
 
    	
 
    	
Satellite
    	
 
    	
650 S. Shackleford Road, #224, Little Rock,   Arkansas 72211
    	
 
    	
 
    	
 
    	
 
    
	
Comfort Systems USA G.P., Inc.
    	
 
    	
Principal Place of Business
    	
 
    	
675 Bering Drive, Suite 400, Houston,   Texas 77057
    	
 
    	
777 Post Oak Blvd. Suite 500, Houston,   Texas 77056
    	
 
    	
 
    
	
Comfort Systems USA   (Intermountain), Inc.
    	
 
    	
Principal Place of Business
    	
 
    	
2035 S. Milestone Drive, Salt Lake City,   Utah 84104
    	
 
    	
 
    	
 
    	
Contract   Services  

 

Salmon &   Alder, LLC  

 

SA   Associates, Inc.  

 

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

MELCO
    
	
Comfort Systems USA (MidAtlantic), LLC
    	
 
    	
Principal Place of Business
    	
 
    	
1057 Bill Tuck Highway, So Boston, Virginia   24592
    	
 
    	
5171 Glenwood Avenue, Suite 480,   Raleigh, North Carolina 27612  

 

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

 

Climate Control, Inc.  

 

Climate Control, LLC  

 

CCI Systems, Inc.
    
	
Comfort Systems USA (Midwest), LLC
    	
 
    	
Principal Place of Business
    	
 
    	
2181 231st Lane, Suite 1  Ames, Iowa 50014
    	
 
    	
1450 SE 69th St. #57, Ankeny, Iowa   50021  

 

3116 S. Duff Ave., Ames, Iowa 50010  

 

9103 Swanson Blvd., Suite 7,   Clive, Iowa 50325
    	
 
    	
 
    
	
 
    	
 
    	
Satellite
    	
 
    	
731 North Frontier Drive, Suite 8  Papillion, Nebraska 68046
    	
 
    	
 
    	
 
    	
 
    


 

4











 

	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
PRIOR
    	
 
    	
PRIOR NAMES
    
	
ENTITY NAME
    	
 
    	
ADDRESS TYPE
    	
 
    	
ADDRESS
    	
 
    	
ADDRESSES
    	
 
    	
& TRADE NAMES
    
	
Comfort Systems USA National Accounts, LLC
    	
 
    	
Principal Place of Business
    	
 
    	
2655 Fortune Circle West,   Suite E-F, Indianapolis, Indiana 46241
    	
 
    	
 
    	
 
    	
Accu-Temp, LLC
    
	
Comfort Systems USA (Ohio), Inc.
    	
 
    	
Principal Place of Business
    	
 
    	
7401 First Place, Oakwood Village, Ohio   44146
    	
 
    	
30300 Bruce Industrial Parkway, Solon, Ohio   44139
    	
 
    	
 
    
	
 
    	
 
    	
Satellite
    	
 
    	
2874 E. Kemper Road, Sharonville, Ohio 45241
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Satellite
    	
 
    	
3080 South Tech Blvd, Miamisburg, Ohio 45342
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Satellite
    	
 
    	
690 A Lakeview Plaza Blvd., Worthington, Oh   43085
    	
 
    	
670 K Lakeview Plaza Blvd., Worthington, Oh   43085
    	
 
    	
 
    
	
Comfort Systems USA Puerto Rico, Inc.
    	
 
    	
Principal Place of Business
    	
 
    	
P.O. Box   4956 Ste 1134, Caguas, Puerto Rico 00726-4956  Road #1, KM 27.5; Int. Sector El Barranco; B. Rio Canas; Caguas,   Puerto Rico 00725
    	
 
    	
Caguas, PR   00726-4956 Carr #1KM -23 HM.O B.O. , Rio Guaynbabo, PR 00970
    	
 
    	
James Air   Conditioning Enterprises, Inc.
    
	
Comfort Systems   USA (South Central), Inc.
    	
 
    	
Principal Place of Business
    	
 
    	
9745 Bent Oak Drive, Houston, Texas 77040
    	
 
    	
 
    	
 
    	
Accurate Air   Systems, Inc.  

 

Atlas Comfort Systems USA  

 

Accurate Air Systems, L.P.
    


 

5











 

	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
PRIOR
    	
 
    	
PRIOR NAMES
    
	
ENTITY NAME
    	
 
    	
ADDRESS TYPE
    	
 
    	
ADDRESS
    	
 
    	
ADDRESSES
    	
 
    	
& TRADE NAMES
    
	
Comfort Systems USA (Southeast), Inc.
    	
 
    	
Principal Place of Business
    	
 
    	
435 Corday Street, Pensacola, Florida 32503
    	
 
    	
 
    	
 
    	
Comfort Systems USA (Atlanta), Inc.  

 

H & M Mechanical, Inc.  

 

Gulfside Mechanical, Inc.  

 

Neel Mechanical Contractors, Inc.  

 

Neel Mechanical, Inc.  

 

Batchelor’s Mechanical Contractors
    
	
 
    	
 
    	
Satellite
    	
 
    	
250 Commercial Drive, Thomasville, Georgia   31757
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Satellite
    	
 
    	
13040 W. US Hwy 84, Newton, Alabama 36352
    	
 
    	
255 Southgate Road, Dothan, Alabama 36301
    	
 
    	
 
    
	
 
    	
 
    	
Satellite
    	
 
    	
3835 Gordon John Drive, Mobile, Alabama   36693
    	
 
    	
4251 Alden Drive, Mobile, Alabama 36693
    	
 
    	
 
    
	
 
    	
 
    	
Satellite
    	
 
    	
4518 Val North Drive, Valdosta, Georgia   31602
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Satellite
    	
 
    	
1965 Vaughn Road, Suite B  Kennesaw, Georgia 30144
    	
 
    	
2275 Northwest Parkway Rd., Suite 105,   Bldg.3, Marietta, Georgia 30067
    	
 
    	
 
    
	
 
    	
 
    	
Satellite
    	
 
    	
8633 Elm Fair Blvd, Tampa, Florida 33610
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Satellite
    	
 
    	
7826 McElvey Road, Panama City Beach,   Florida 32408
    	
 
    	
3000 Highway 77, Ste B, Lynn Haven, Florida   32444
    	
 
    	
 
    


 

6









 

	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
PRIOR
    	
 
    	
PRIOR NAMES
    
	
ENTITY NAME
    	
 
    	
ADDRESS TYPE
    	
 
    	
ADDRESS
    	
 
    	
ADDRESSES
    	
 
    	
& TRADE NAMES
    
	
 
    	
 
    	
Satellite
    	
 
    	
6074 Business Park Drive, Suite G,   Columbus, Georgia 31909
    	
 
    	
3175 Williams Rd., Suite B, Columbus,   Georgia 31909  

 

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

 

The Bengtsson Group, Inc.  

 

Madera Mechanical Company  

 

Tri-City Mechanical, Inc.  

 

Air Management Services, Inc.
    
	
 
    	
 
    	
Satellite
    	
 
    	
3275 West Ali Baba Lane, Suite 502, Las   Vegas, Nevada 89118
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Satellite
    	
 
    	
5046 Commercial   Circle, Suite E, Concord, California 94520
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Satellite
    	
 
    	
1830 W. Copper St., Tucson, Arizona 85745
    	
 
    	
4925 E. 29th, Tucson, Arizona 85711  

 

3450 S. Broadmont Blvd., Suite 100,   Tucson, AZ 85713  

 

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


 

7











 

	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
PRIOR
    	
 
    	
PRIOR NAMES
    
	
ENTITY NAME
    	
 
    	
ADDRESS TYPE
    	
 
    	
ADDRESS
    	
 
    	
ADDRESSES
    	
 
    	
& TRADE NAMES
    
	
 
    	
 
    	
Satellite
    	
 
    	
4516 Anaheim NE  Albuquerque, New Mexico 87113
    	
 
    	
3733 E. Atlanta Avenue, Phoenix, Arizona   85040
    	
 
    	
 
    
	
 
    	
 
    	
Satellite
    	
 
    	
4189 Santa Anna Avenue, Suite C,   Ontario, California 91761
    	
 
    	
 
    	
 
    	
 
    
	
Comfort Systems USA (Syracuse), Inc.
    	
 
    	
Principal Place of Business
    	
 
    	
6500 New Venture Gear Drive, East Syracuse,   New York 13057
    	
 
    	
 
    	
 
    	
Armani Plumbing & Mechanical  

 

ABJ Fire Protection Company  

 

Woodcock & Associates, Inc.  

 

Woodcock & Armani  

 

Billone Mechanical Contractors
    
	
 
    	
 
    	
Satellite
    	
 
    	
3543 Winton Place, Suite 6  Rochester, New York 14623
    	
 
    	
375 Averill Ave, Rochester, New York 14620
    	
 
    	
 
    
	
Comfort Systems USA (Texas), L.P.
    	
 
    	
Principal Place of Business
    	
 
    	
675 Bering Drive, Suite 400, Houston,   Texas 77057
    	
 
    	
777 Post Oak Blvd. Suite 500, Houston,   Texas 77056
    	
 
    	
 
    
	
Comfort Systems USA (Twin Cities), Inc.
    	
 
    	
Principal Place of Business
    	
 
    	
675 Bering Drive, Suite 400, Houston,   Texas 77057
    	
 
    	
777 Post Oak Blvd, Suite 500, Houston,   TX 77056  

 

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

 

421 North Lafayette St., Greenville, MI   48838
    	
 
    	
 
    


 

8











 

	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
PRIOR
    	
 
    	
PRIOR NAMES
    
	
ENTITY NAME
    	
 
    	
ADDRESS TYPE
    	
 
    	
ADDRESS
    	
 
    	
ADDRESSES
    	
 
    	
& TRADE NAMES
    
	
Control Concepts, LLC
    	
 
    	
Principal Place of Business
    	
 
    	
3550 North Parkway, Suite 100  Cumming, Georgia 30040
    	
 
    	
 
    	
 
    	
Control Concepts, Inc.
    
	
Control Concepts Mechanical Services, LLC
    	
 
    	
Principal Place of Business
    	
 
    	
3550 North Parkway, Suite 100  Cumming, Georgia 30040
    	
 
    	
 
    	
 
    	
Control Concepts Mechanical   Services, Inc.
    
	
CS53 Acquisition Corp.
    	
 
    	
Principal Place of Business
    	
 
    	
675 Bering Drive, Suite 400, Houston,   Texas 77057
    	
 
    	
777 Post Oak Blvd. Suite 500, Houston,   Texas 77056
    	
 
    	
 
    
	
Delcard Associates, LLC
    	
 
    	
Principal Place of Business
    	
 
    	
675 Bering Drive, Suite 400, Houston,   Texas 77057
    	
 
    	
31 Blevins Drive, Suite A, Airport   Industrial Park, New Castle, Delaware 19720
    	
 
    	
Delcard Heating & Air   Conditioning, Inc.
    
	
Design Mechanical Incorporated
    	
 
    	
Principal Place of Business
    	
 
    	
168 CTC Blvd.   Suite D, Louisville, Colorado 80027
    	
 
    	
 
    	
 
    	
Western Building Services, Inc.  

 

Breckenridge Mechanical, Inc.
    
	
 
    	
 
    	
Satellite
    	
 
    	
0068 Continental Court  Spaces B-7 and B-8  Breckenridge, Colorado 80424
    	
 
    	
112 Huron Road, Breckenridge, Colorado 80424
    	
 
    	
 
    
	
Dillingham & Smith Mechanical and   Sheet Metal Contractors, LLC
    	
 
    	
Principal Place of Business
    	
 
    	
2311 Kline Avenue, Nashville, Tennessee 37211
    	
 
    	
 
    	
 
    	
 
    
	
Dyna Ten Corporation
    	
 
    	
Principal Place of Business
    	
 
    	
4375 Diplomacy Road, Fort Worth, Texas 76155
    	
 
    	
 
    	
 
    	
 
    
	
Dyna Ten   Maintenance Services, LLC
    	
 
    	
Principal Place of Business
    	
 
    	
4375 Diplomacy Road, Fort Worth, Texas 76155
    	
 
    	
 
    	
 
    	
 
    
	
Eastern Heating &   Cooling, Inc.
    	
 
    	
Principal Place of Business
    	
 
    	
880 Broadway, Albany, New York 12207-1316
    	
 
    	
 
    	
 
    	
 
    


 

9











 

	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
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
    	
 
    	
675 Bering Drive, Suite 400, Houston,   Texas 77057
    	
 
    	
777 Post Oak Blvd, Suite 500, Houston,   Texas 77056
    	
 
    	
 
    
	
Granite State Plumbing & Heating   LLC
    	
 
    	
Principal Place of Business
    	
 
    	
10 N. Riverdale Road, Weare, New Hampshire   03281
    	
 
    	
26 Waterford Place, Gilford, New Hampshire   03249
    	
 
    	
 
    
	
H&M Mechanical, Inc.
    	
 
    	
Principal Place of Business
    	
 
    	
3100 Richard Arrington Jr. Blvd. North  Birmingham, Alabama 35203
    	
 
    	
135 Belcher   Drive, Pelham, Alabama 35124  

 

P.O. Box   36397 Birmingham, AL 35236  

 

3977 Valley East Industrial Drive,   Birmingham, Alabama 35217
    	
 
    	
Comfort Systems USA (Atlanta), Inc.  

 

Helm Corporation  

 

MidSouth Controls LLC
    
	
Helm Corporation
    	
 
    	
Principal Place of Business
    	
 
    	
675 Bering Drive, Suite 400, Houston,   Texas 77057
    	
 
    	
168 CTC Blvd.   Suite D, Louisville, Colorado 80027
    	
 
    	
 
    
	
Hess Mechanical Corporation
    	
 
    	
Principal Place of Business
    	
 
    	
9600 Fallard Court, Upper Marlboro, Maryland   20772-6703
    	
 
    	
 
    	
 
    	
 
    
	
Hudson River Heating and Cooling, Inc.
    	
 
    	
Principal Place of Business
    	
 
    	
675 Bering Drive, Suite 400, Houston,   Texas 77057
    	
 
    	
10 Airline Drive Suite 205, Albany, New   York 12205
    	
 
    	
 
    
	
H-VAC Supply, L.L.C.
    	
 
    	
Principal Place of Business
    	
 
    	
P.O. Box   4956, Suite 1134, Caguas, Puerto Rico 00726-4956
    	
 
    	
 
    	
 
    	
 
    
	
Mechanical Technical Services, Inc.
    	
 
    	
Principal Place of Business
    	
 
    	
1720 Royston Lane, Round Rock, Texas 78664
    	
 
    	
9601 Dessau Road, Bldg 3, Suite 303,   Austin, Texas 78754
    	
 
    	
Mechanical Technical Services, L.P.  

 

MTECH
    


 

10











 

	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
PRIOR
    	
 
    	
PRIOR NAMES
    
	
ENTITY NAME
    	
 
    	
ADDRESS TYPE
    	
 
    	
ADDRESS
    	
 
    	
ADDRESSES
    	
 
    	
& TRADE NAMES
    
	
Merit Mechanical, Inc.
    	
 
    	
Principal Place of Business
    	
 
    	
9630 153rd Ave NE, Redmond, Washington   98052
    	
 
    	
 
    	
 
    	
 
    
	
MJ Mechanical Services, Inc.
    	
 
    	
Principal Place of Business
    	
 
    	
2040 Military Road, Tonawanda, New York   14150
    	
 
    	
300 Fire Tower Drive, Tonawanda, New York   14150
    	
 
    	
JM State Refrigeration  

Vastola Heating & Air Conditioning
    
	
North American Mechanical, Inc.
    	
 
    	
Principal Place of Business
    	
 
    	
4401 State Road 19  Windsor, Wisconsin 53598
    	
 
    	
6135 North American Lane, De Forest,   Wisconsin 53532
    	
 
    	
Masterson Plumbing
    
	
 
    	
 
    	
Satellite
    	
 
    	
2600 W. College Avenue, Ste 4, Appleton,   Wisconsin 54914
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Satellite
    	
 
    	
2524A Alpine Road  Eau Claire, Wisconsin 54703
    	
 
    	
 
    	
 
    	
 
    
	
Plant Services Incorporated
    	
 
    	
Principal Place of Business
    	
 
    	
675 Bering Drive, Suite 400, Houston,   Texas 77057
    	
 
    	
777 Post Oak Blvd Suite 500, Houston,   Texas 77056
    	
 
    	
 
    
	
Quality Air Heating and Cooling, Inc.
    	
 
    	
Principal Place of Business
    	
 
    	
3395 Kraft Avenue, SE, Grand Rapids,   Michigan 49512
    	
 
    	
 
    	
 
    	
Control Logic
    
	
 
    	
 
    	
Satellite
    	
 
    	
2306 Winters Drive, Portage, Michigan 49002
    	
 
    	
 
    	
 
    	
 
    
	
Riddleberger Brothers, Inc.
    	
 
    	
Principal Place of Business
    	
 
    	
6127 S. Valley Pike, Mount Crawford,   Virginia 22841
    	
 
    	
 
    	
 
    	
 
    
	
S.I. Goldman Company, Inc.
    	
 
    	
Principal Place of Business
    	
 
    	
799 Bennett Drive, Longwood, Florida 32750
    	
 
    	
 
    	
 
    	
Comfort Systems USA (Florida), Inc.
    
	
 
    	
 
    	
Satellite
    	
 
    	
320 Melody Lane, Casselberry, Florida 32707
    	
 
    	
 
    	
 
    	
 
    
	
S.M. Lawrence Company, Inc.
    	
 
    	
Principal Place of Business
    	
 
    	
245 Preston Street, Jackson, Tennessee 38301
    	
 
    	
 
    	
 
    	
Comfort Systems USA (Tennessee), Inc.
    


 

11











 

	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
PRIOR
    	
 
    	
PRIOR NAMES
    
	
ENTITY NAME
    	
 
    	
ADDRESS TYPE
    	
 
    	
ADDRESS
    	
 
    	
ADDRESSES
    	
 
    	
& TRADE NAMES
    
	
 
    	
 
    	
Satellite
    	
 
    	
156 Main St., Collierville, Tennessee 38017
    	
 
    	
667 Chaney Drive, Collierville, Tennessee   38017  

 

1187 Vultee Blvd., Nashville, Tennessee   37217
    	
 
    	
 
    
	
SA Associates, Inc.
    	
 
    	
Principal Place of Business
    	
 
    	
675 Bering Drive, Suite 400, Houston,   Texas 77057
    	
 
    	
777 Post Oak Blvd., Suite 500, Houston,   TX 77056
    	
 
    	
Salmon & Alder Associates
    
	
Salmon & Alder, LLC
    	
 
    	
Principal Place of Business
    	
 
    	
675 Bering Drive, Suite 400, Houston,   Texas 77057
    	
 
    	
777 Post Oak Blvd., Suite 500, Houston,   TX 77056
    	
 
    	
 
    
	
Seasonair, Inc.
    	
 
    	
Principal Place of Business
    	
 
    	
16001-A Industrial Drive, Gaithersburg,   Maryland 20877
    	
 
    	
 
    	
 
    	
 
    
	
Temp Right Service, Inc.
    	
 
    	
Principal Place of Business
    	
 
    	
101 North Catlin, Missoula, Montana 59801
    	
 
    	
 
    	
 
    	
Carson Brothers
    
	
 
    	
 
    	
Satellite
    	
 
    	
1639 MT Highway 35, Kalispell, Montana 59901
    	
 
    	
 
    	
 
    	
 
    
	
The Capital Refrigeration Company
    	
 
    	
Principal Place of Business
    	
 
    	
619 E. Jefferson Street, Montgomery, Alabama   36104
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Satellite
    	
 
    	
480 North Dean Road-Unit G-3, Auburn,   Alabama 36830
    	
 
    	
 
    	
 
    	
 
    


 

12









 

SECTION 5.14 to SCHEDULE 5

 

SUBSIDIARIES

 

	
ENTITY NAME
    	
 
    	
JURISDICTION OF
   ORGANIZATION
    	
 
    	
FORMATION
   DATE
    
	
ACI Mechanical, Inc.
    	
 
    	
Delaware
    	
 
    	
06/26/1998
    
	
ARC Comfort Systems USA, Inc.
    	
 
    	
Delaware
    	
 
    	
03/17/1998
    
	
Accu-Temp GP, Inc.
    	
 
    	
Delaware
    	
 
    	
05/21/1998
    
	
Accu-Temp LP, Inc.
    	
 
    	
Delaware
    	
 
    	
05/20/1998
    
	
Acorn Industrial, LLC
    	
 
    	
North Carolina
    	
 
    	
01/03/1997
    
	
Air Systems Engineering, Inc.
    	
 
    	
Washington
    	
 
    	
05/18/1973
    
	
AirTemp, Inc.
    	
 
    	
Maine
    	
 
    	
10/15/1998
    
	
Atlas-Accurate Holdings, L.L.C.
    	
 
    	
Delaware
    	
 
    	
12/28/1998
    
	
Atlas Comfort Systems USA, L.L.C.
    	
 
    	
Delaware
    	
 
    	
06/08/2007
    
	
Batchelor’s Mechanical Contractors, LLC
    	
 
    	
Alabama
    	
 
    	
03/16/1981
    
	
BCM Controls Corporation
    	
 
    	
Massachusetts
    	
 
    	
10/03/1984
    
	
California Comfort Systems USA, Inc.
    	
 
    	
California
    	
 
    	
05/18/1983
    
	
ColonialWebb Contractors Company
    	
 
    	
Virginia
    	
 
    	
2/18/1977
    
	
Comfort Systems USA (Arkansas), Inc.
    	
 
    	
Delaware
    	
 
    	
03/17/1998
    
	
Comfort Systems USA (Baltimore), LLC
    	
 
    	
Delaware
    	
 
    	
10/15/1998
    
	
Comfort Systems USA (Bristol), Inc.
    	
 
    	
Delaware
    	
 
    	
08/25/1997
    
	
Comfort Systems USA Energy   Services, Inc.
    	
 
    	
Delaware
    	
 
    	
08/25/1997
    
	
Comfort Systems USA G.P., Inc.
    	
 
    	
Delaware
    	
 
    	
08/12/1998
    
	
Comfort Systems USA   (Intermountain), Inc.
    	
 
    	
Utah
    	
 
    	
05/06/1969
    
	
Comfort Systems USA (Kentucky), Inc.
    	
 
    	
Kentucky
    	
 
    	
02/10/1981
    
	
Comfort Systems USA (MidAtlantic), LLC
    	
 
    	
Virginia
    	
 
    	
01/01/2010
    
	
Comfort Systems USA (Midwest), LLC
    	
 
    	
Iowa
    	
 
    	
10/13/2009
    
	
Comfort Systems USA National   Accounts, LLC
    	
 
    	
Indiana
    	
 
    	
07/28/1998
    
	
Comfort Systems USA (Ohio), Inc.
    	
 
    	
Ohio
    	
 
    	
10/10/1979
    
	
Comfort   Systems USA Puerto Rico, Inc.
    	
 
    	
Puerto Rico
    	
 
    	
08/09/1991
    
	
Comfort Systems USA (South   Central), Inc.
    	
 
    	
Texas
    	
 
    	
5/24/2007
    
	
Comfort Systems USA (Southeast), Inc.
    	
 
    	
Delaware
    	
 
    	
03/24/1998
    
	
Comfort Systems USA (Southwest), Inc.
    	
 
    	
Arizona
    	
 
    	
12/23/1997
    
	
Comfort Systems USA (Syracuse), Inc.
    	
 
    	
New York
    	
 
    	
03/08/1965
    
	
Comfort Systems USA (Texas), L.P.
    	
 
    	
Texas
    	
 
    	
08/14/1998
    


 

1











 

	
ENTITY NAME
    	
 
    	
JURISDICTION OF
   ORGANIZATION
    	
 
    	
FORMATION
   DATE
    
	
Comfort Systems USA (Twin Cities), Inc.
    	
 
    	
Minnesota
    	
 
    	
08/01/2001
    
	
Comfort Systems USA (Western   Michigan), Inc.
    	
 
    	
Michigan
    	
 
    	
07/21/1989
    
	
Control Concepts, LLC
    	
 
    	
Georgia
    	
 
    	
12/16/1996
    
	
Control Concepts Mechanical Services, LLC
    	
 
    	
Georgia
    	
 
    	
01/17/2008
    
	
CS53 Acquisition Corp.
    	
 
    	
Delaware
    	
 
    	
01/26/1999
    
	
Delcard Associates, LLC
    	
 
    	
Delaware
    	
 
    	
06/23/2000
    
	
Design Mechanical Incorporated
    	
 
    	
Delaware
    	
 
    	
10/30/1997
    
	
Dillingham &   Smith Mechanical and Sheet Metal Contractors, LLC
    	
 
    	
Tennessee
    	
 
    	
12/31/2003
    
	
Dyna Ten Corporation
    	
 
    	
Texas
    	
 
    	
06/26/1980
    
	
Dyna Ten   Maintenance Services, LLC
    	
 
    	
Texas
    	
 
    	
08/07/2006
    
	
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
    	
 
    	
10/18/2006
    
	
Mechanical Technical Services, Inc.
    	
 
    	
Texas
    	
 
    	
05/24/2007
    
	
Merit Mechanical, Inc.
    	
 
    	
Washington
    	
 
    	
02/14/1984
    
	
MJ Mechanical Services, Inc.
    	
 
    	
Delaware
    	
 
    	
12/12/1997
    
	
North American Mechanical, Inc.
    	
 
    	
Delaware
    	
 
    	
03/17/1998
    
	
Plant Services Incorporated
    	
 
    	
Iowa
    	
 
    	
07/02/1986
    
	
Quality Air Heating and Cooling, Inc.
    	
 
    	
Michigan
    	
 
    	
09/10/1980
    
	
Riddleberger Brothers, Inc.
    	
 
    	
Virginia
    	
 
    	
12/22/1958
    
	
S.I. Goldman Company, Inc.
    	
 
    	
Florida
    	
 
    	
10/04/1976
    
	
S.M. Lawrence Company, Inc.
    	
 
    	
Tennessee
    	
 
    	
03/08/1973
    
	
SA Associates, Inc.
    	
 
    	
Utah
    	
 
    	
03/27/1984
    
	
Salmon & Alder, LLC
    	
 
    	
Utah
    	
 
    	
07/08/1996
    
	
Seasonair, Inc.
    	
 
    	
Maryland
    	
 
    	
10/28/1966
    
	
Temp Right Service, Inc.
    	
 
    	
Delaware
    	
 
    	
09/25/1997
    
	
The Capital Refrigeration Company
    	
 
    	
Delaware
    	
 
    	
08/06/1998
    


 

2











 

SCHEDULE 7.1

 

EXISTING INDEBTEDNESS

 

NONE.

 

1









 

SCHEDULE I

to

SECOND AMENDED AND RESTATED SECURITY AGREEMENT

 

Filing Jurisdictions

 

COMFORT SYSTEMS USA, INC. — SUBSIDIARIES

 

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

675 Bering, Suite 400  

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

675 Bering, Suite 400  

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

2182 231st Lane  

Ames, IA 50014
    	
 
    	
Delaware
    	
 
    	
06/26/1998
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Acorn Industrial, LLC  

7311 ACC Boulevard  

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

3602 South Pine Street  

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

11 Wallace Avenue  

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

675 Bering, Suite 400  

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

675 Bering, Suite 400  

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

675 Bering, Suite 400  

Houston, TX 77057
    	
 
    	
Delaware
    	
 
    	
06/08/2007
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Batchelor’s Mechanical Contractors, LLC  

675 Bering, Suite 400  

Houston, TX 77057
    	
 
    	
Alabama
    	
 
    	
03/16/1981
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
BCM Controls Corporation  

30 Commerce Way  

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

7740 Kenamar Court  

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

2820 Ackley Avenue  

Richmond, VA 23228
    	
 
    	
Virginia
    	
 
    	
02/18/1977
    


 

1











 

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

4806 Rixey Road  

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

675 Bering Drive, Suite 400  

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

294 Blevins Blvd.  

Bristol, VA 24202
    	
 
    	
Delaware
    	
 
    	
08/25/1997
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Comfort Systems USA Energy   Services, Inc.  

7 Waterside Crossing  

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

675 Bering, Suite 400  

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

2035 S. Milestone Drive  

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

3405 Robards Court  

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

1057 Bill Tuck Highway  

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

2182 231st Lane  

Ames, IA 50014
    	
 
    	
Iowa
    	
 
    	
10/13/2009
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Comfort Systems USA National Accounts, LLC  

2655 Fortune Circle West,   Suite E & F

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

7401 First Place  

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

P.O. Box   4956, Suite 1134  

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

9745 Bent Oak Drive  

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

435 Corday Street  

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

6875 W. Galveston  

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

6500 New Venture Gear Drive  

East Syracuse, NY 13057
    	
 
    	
New York
    	
 
    	
03/08/1965
    


 

2











 

	
ENTITY NAME
    	
 
    	
DOMESTIC
   JURISDICTION
    	
 
    	
FORMATION DATE
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Comfort Systems USA (Texas), L.P.  

675 Bering, Suite 400  

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

675 Bering, Suite 400  

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

675 Bering, Suite 400  

Houston, TX 77057
    	
 
    	
Michigan
    	
 
    	
07/21/1989
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Control Concepts, LLC  

3550 North Parkway, Suite 100  

Cumming, GA 30040
    	
 
    	
Georgia
    	
 
    	
12/16/1996
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Control Concepts Mechanical Services, LLC  

3550 North Parkway, Suite 100  

Cumming, GA 30040
    	
 
    	
Georgia
    	
 
    	
01/17/2008
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
CS53 Acquisition Corporation  

675 Bering, Suite 400  

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

675 Bering, Suite 400  

Houston, TX 77057
    	
 
    	
Delaware
    	
 
    	
06/23/2000
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Design Mechanical Incorporated  

168 CTC Blvd., Suite #D  

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

Metal Contractors, LLC  

2311 Kline Avenue  

Nashville, TN 37211
    	
 
    	
Tennessee
    	
 
    	
12/31/2003
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Dyna Ten Corporation  

4375 Diplomacy Road  

Fort Worth, TX 76155
    	
 
    	
Texas
    	
 
    	
06/26/1980
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Dyna Ten Maintenance Services, LLC  

4375 Diplomacy Road  

Fort Worth, TX 76155
    	
 
    	
Texas
    	
 
    	
08/07/2006
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Eastern Heating &   Cooling, Inc.  

880 Broadway  

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

880 Broadway  

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

675 Bering, Suite 400  

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

10 N. Riverdale Road  

Weare, NH 03281
    	
 
    	
Delaware
    	
 
    	
07/31/2001
    


 

3











 

	
ENTITY NAME
    	
 
    	
DOMESTIC
   JURISDICTION
    	
 
    	
FORMATION DATE
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
H & M Mechanical, Inc.  

3100 Richard Arrington Jr. Blvd. North  

Birmingham, AL 35203
    	
 
    	
Delaware
    	
 
    	
06/25/1998
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Helm Corporation  

675 Bering, Suite 400  

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

9600 Fallard Court  

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

675 Bering, Suite 400  

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

P.O. Box   4956, Suite 1134  

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

1720 Royston Lane  

Round Rock, TX 78664
    	
 
    	
Texas
    	
 
    	
05/24/2007
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Merit Mechanical, Inc.  

9630 153rd Ave NE  

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

2040 Military Road  

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

4401 State Road 19  

Windsor, WI 53598
    	
 
    	
Delaware
    	
 
    	
03/17/1998
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Plant Services Incorporated  

675 Bering, Suite 400  

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

3395 Kraft Avenue, SE  

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

6127 S. Valley Pike  

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

799 Bennett Drive  

Longwood, FL 32750
    	
 
    	
Florida
    	
 
    	
10/04/1976
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
S.M. Lawrence Company, Inc.  

245 Preston Street  

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

675 Bering,   Suite 400  

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

675 Bering, Suite 400  

Houston, TX 77057
    	
 
    	
Utah
    	
 
    	
07/08/1996
    


 

4











 

	
ENTITY NAME
    	
 
    	
DOMESTIC
   JURISDICTION
    	
 
    	
FORMATION DATE
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Seasonair, Inc.  

16001-A Industrial Drive  

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

101 North Catlin  

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

619 E. Jefferson Street  

Montgomery, AL 36104
    	
 
    	
Delaware
    	
 
    	
08/06/1998
    


 

5









 

SCHEDULE III

to

SECOND AMENDED AND RESTATED SECURITY AGREEMENT

 

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

 

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

675 Bering, Suite 400

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

675 Bering, Suite 400

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

2182 231st Lane

Ames, IA 50014
    	
 
    	
Delaware
    	
 
    	
Corporation
    	
 
    	
2913899
    	
 
    	
 
    
	
Acorn Industrial, LLC

7311 ACC Boulevard

Raleigh, NC 27617
    	
 
    	
North Carolina
    	
 
    	
Limited Liability Company
    	
 
    	
0414387
    	
 
    	
Acorn Industrial, Inc.
    
	
Air Systems Engineering, Inc.

3602 South Pine Street

Tacoma, WA 98409
    	
 
    	
Washington
    	
 
    	
Corporation
    	
 
    	
600099211
    	
 
    	
 
    
	
AIRTEMP, INC.

11 Wallace Avenue

South Portland, ME 04106
    	
 
    	
Maine
    	
 
    	
Corporation
    	
 
    	
20130432D
    	
 
    	
 
    
	
ARC Comfort Systems USA, Inc.

675 Bering, Suite 400

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

675 Bering, Suite 400

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

675 Bering, Suite 400

Houston, TX 77057
    	
 
    	
Delaware
    	
 
    	
Limited Liability Company
    	
 
    	
4367814
    	
 
    	
Atlas Air Conditioning Company, L.P.; Atlas   Comfort Systems USA, L.P.; Atlas Comfort Systems USA; Atlas Comfort Systems   Nevada; Comfort Systems USA Las Vegas
    


 

1











 

	
Grantor Official Name, Address of Principal Place
   of Business and Location of Records of Collateral
    	
 
    	
State of
   Organization
    	
 
    	
Entity Type
    	
 
    	
Charter/ID
   Number
    	
 
    	
Prior Names & Trade Names
    
	
Batchelor’s Mechanical Contractors, LLC

675 Bering, Suite 400

Houston, TX 77057
    	
 
    	
Alabama
    	
 
    	
Limited Liability Company
    	
 
    	
D/C 081 557
    	
 
    	
Batchelor’s Mechanical   Contractors, Inc.
    
	
BCM Controls Corporation

30 Commerce Way

Woburn, MA 01801
    	
 
    	
Massachusetts
    	
 
    	
Corporation
    	
 
    	
042842193
    	
 
    	
 
    
	
California Comfort Systems USA, Inc.

7740 Kenamar Court

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

2820 Ackley Avenue

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

4806 Rixey Road

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

675 Bering Drive, Suite 400

Houston, TX 77057
    	
 
    	
Delaware
    	
 
    	
Limited Liability Company
    	
 
    	
2955787
    	
 
    	
Comfort Systems USA (Baltimore), Inc.;   Comfort Systems USA Federal Services, LLC
    
	
Comfort Systems USA (Bristol), Inc.

294 Blevins Blvd.

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

7 Waterside Crossing

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

675 Bering, Suite 400

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

2035 S. Milestone Drive

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

3405 Robards Court

Louisville, KY 40218
    	
 
    	
Kentucky
    	
 
    	
Corporation
    	
 
    	
0153687
    	
 
    	
Rademaker Corporation; MELCO   Industries, Inc.
    


 

2











 

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

1057 Bill Tuck Highway

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

2182 231st Lane

Ames, IA 50014
    	
 
    	
Iowa
    	
 
    	
Limited Liability Company
    	
 
    	
387726
    	
 
    	
 
    
	
Comfort Systems USA National Accounts, LLC

2655 Fortune Circle West,   Suite E & F

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

7401 First Place

Oakwood Village, OH 44146
    	
 
    	
Ohio
    	
 
    	
Corporation
    	
 
    	
543269
    	
 
    	
 
    
	
Comfort   Systems USA Puerto Rico, Inc.

P.O. Box   4956, Suite 1134

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

9745 Bent Oak Drive

Houston, TX 77040
    	
 
    	
Texas
    	
 
    	
Corporation
    	
 
    	
801702880
    	
 
    	
Atlas Comfort Systems USA; Accurate Air   Systems, L.P.; Accurate Air Systems, Inc.
    
	
Comfort Systems USA (Southeast), Inc.

435 Corday Street

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

6875 W. Galveston

Chandler, AZ 85226
    	
 
    	
Arizona
    	
 
    	
Corporation
    	
 
    	
113419
    	
 
    	
Conditioned Air Mechanical   Services, Inc.; The Bengtsson Group, Inc.; Tri-City   Mechanical, Inc.; Madera Mechanical Company; Air Management   Services, Inc.
    


 

3











 

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

6500 New Venture Gear Drive

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

675 Bering, Suite 400

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

675 Bering, Suite 400

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

675 Bering, Suite 400

Houston, TX 77057
    	
 
    	
Michigan
    	
 
    	
Corporation
    	
 
    	
341-042
    	
 
    	
 
    
	
Control Concepts, LLC

3550 North Parkway, Suite 100

Cumming, GA 30040
    	
 
    	
Georgia
    	
 
    	
Limited Liability Company
    	
 
    	
12058032
    	
 
    	
Control Concepts, Inc.
    
	
Control Concepts Mechanical Services, LLC

3550 North Parkway, Suite 100

Cumming, GA 30040
    	
 
    	
Georgia
    	
 
    	
Limited Liability Company
    	
 
    	
12058034
    	
 
    	
Control Concepts Mechanical   Services, Inc.
    
	
CS53 Acquisition Corporation

675 Bering, Suite 400

Houston, TX 77057
    	
 
    	
Delaware
    	
 
    	
Corporation
    	
 
    	
2997337
    	
 
    	
 
    
	
Delcard Associates, LLC

675 Bering, Suite 400

Houston, TX 77057
    	
 
    	
Delaware
    	
 
    	
Limited Liability Company
    	
 
    	
3250401
    	
 
    	
Delcard Heating & Air   Conditioning, Inc.
    
	
Design Mechanical Incorporated

168 CTC Blvd., Suite #D

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

2311 Kline Avenue

Nashville, TN 37211
    	
 
    	
Tennessee
    	
 
    	
Limited Liability Company
    	
 
    	
000460366
    	
 
    	
 
    


 

4











 

	
Grantor Official Name, Address of Principal Place
   of Business and Location of Records of Collateral
    	
 
    	
State of
   Organization
    	
 
    	
Entity Type
    	
 
    	
Charter/ID
   Number
    	
 
    	
Prior Names & Trade Names
    
	
Dyna Ten Corporation

4375 Diplomacy Road

Fort Worth, TX 76155
    	
 
    	
Texas
    	
 
    	
Corporation
    	
 
    	
00523341-00
    	
 
    	
 
    
	
Dyna Ten Maintenance Systems, LLC

4375 Diplomacy Road

Fort Worth, TX 76155
    	
 
    	
Texas
    	
 
    	
Limited Liability Company
    	
 
    	
800690724
    	
 
    	
 
    
	
Eastern Heating &   Cooling, Inc.

880 Broadway

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

880 Broadway

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

675 Bering, Suite 400

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

10 N. Riverdale Road

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

3100 Richard Arrington Jr. Blvd. North

Birmingham, AL 35203
    	
 
    	
Delaware
    	
 
    	
Corporation
    	
 
    	
2913102
    	
 
    	
Comfort Systems USA (Atlanta), Inc.;   Helm Corporation; MidSouth Controls LLC
    
	
Helm Corporation

675 Bering, Suite 400

Houston, TX 77057
    	
 
    	
Colorado
    	
 
    	
Corporation
    	
 
    	
19871249912
    	
 
    	
 
    
	
Hess Mechanical Corporation

9600 Fallard Court

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

675 Bering, Suite 400

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

P.O. Box   4956, Suite 1134

Caguas, PR 00726
    	
 
    	
Puerto Rico
    	
 
    	
Limited Liability Company
    	
 
    	
423
    	
 
    	
 
    


 

5











 

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

1720 Royston Lane

Round Rock, TX 78664
    	
 
    	
Texas
    	
 
    	
Corporation
    	
 
    	
801702874
    	
 
    	
Mechanical Technical Services, L.P.; MTECH
    
	
Merit Mechanical, Inc.

9630 153rd Ave NE

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

2040 Military Road

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

4401 State Road 19

Windsor, WI 53598
    	
 
    	
Delaware
    	
 
    	
Corporation
    	
 
    	
2872663
    	
 
    	
Masterson Plumbing
    
	
Plant Services Incorporated

675 Bering, Suite 400

Houston, TX 77057
    	
 
    	
Iowa
    	
 
    	
Corporation
    	
 
    	
109676
    	
 
    	
 
    
	
Quality Air Heating &   Cooling, Inc.

3395 Kraft Avenue, SE

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

6127 S. Valley Pike

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

799 Bennett Drive

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

245 Preston Street

Jackson, TN 38301
    	
 
    	
Tennessee
    	
 
    	
Corporation
    	
 
    	
000018143
    	
 
    	
Comfort Systems USA (Tennessee), Inc.
    
	
SA   Associates, Inc.

675 Bering,   Suite 400

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

675 Bering, Suite 400

Houston, TX 77057
    	
 
    	
Utah
    	
 
    	
Limited Liability Company
    	
 
    	
LC014499
    	
 
    	
 
    


 

6











 

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

16001-A Industrial Drive

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

101 North Catlin

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

619 E. Jefferson Street

Montgomery, AL 36104
    	
 
    	
Delaware
    	
 
    	
Corporation
    	
 
    	
2930477
    	
 
    	
 
    


 

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

 

Air Management Services, Inc.: assets acquired by Comfort Systems USA (Southwest), Inc. (1/2/14)

 

Innovative Energy Solutions, LLC: assets acquired by Comfort Systems USA (Ohio), Inc. (6/1/14)

 

7









 

SCHEDULE I

to

SECOND AMENDED AND RESTATED PLEDGE AGREEMENT

 

Part A

Pledged Shares

 

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


 

1











 

	
 
    	
 
    	
Pledged Entity
    	
 
    	
Class of
   Common
   Stock
    	
 
    	
Stock
   Certificate
   Number(s)
    	
 
    	
Number
   of Shares
    	
 
    	
Pledgor(s)/Percentage of
    Outstanding Shares
    	
 
    
	
23.
    	
 
    	
Comfort Systems USA National Accounts, LLC
    	
 
    	
N/A
    	
 
    	
N/A
    	
 
    	
N/A
    	
 
    	
1% member interest — Accu-Temp GP, Inc.  99% member interest — Accu-Temp LP, Inc.
    	
 
    
	
24.
    	
 
    	
Comfort Systems USA (Ohio), Inc.
    	
 
    	
Common
    	
 
    	
CS1
    	
 
    	
100
    	
 
    	
100% of shares owned by Borrower
    	
 
    
	
25.
    	
 
    	
Comfort   Systems USA Puerto Rico, Inc.
    	
 
    	
Common
    	
 
    	
CS1
    	
 
    	
100
    	
 
    	
100% of shares owned by Borrower
    	
 
    
	
26.
    	
 
    	
Comfort Systems USA (South Central), Inc.
    	
 
    	
Common
    	
 
    	
CS1
    	
 
    	
100
    	
 
    	
100% of shares owned by Borrower
    	
 
    
	
27.
    	
 
    	
Comfort Systems USA (Southeast), Inc.
    	
 
    	
Common
    	
 
    	
CS1
    	
 
    	
100
    	
 
    	
100% of shares owned by Borrower
    	
 
    
	
28.
    	
 
    	
Comfort Systems USA (Southwest), Inc.
    	
 
    	
Common
    	
 
    	
CS1
    	
 
    	
100
    	
 
    	
100% of shares owned by Borrower
    	
 
    
	
29.
    	
 
    	
Comfort Systems USA (Syracuse), Inc.
    	
 
    	
Common
    	
 
    	
CS1
    	
 
    	
100
    	
 
    	
100% of shares owned by Borrower
    	
 
    
	
30.
    	
 
    	
Comfort Systems USA (Texas), L.P.
    	
 
    	
N/A
    	
 
    	
N/A
    	
 
    	
N/A
    	
 
    	
1% general partner interest — Comfort   Systems USA GP, Inc.

99% limited partner interest — Tri-City   Mechanical, Inc.
    	
 
    
	
31.
    	
 
    	
Comfort Systems USA (Twin Cities), Inc.
    	
 
    	
Common
    	
 
    	
CS1
    	
 
    	
100
    	
 
    	
100% of shares owned by Borrower
    	
 
    
	
32.
    	
 
    	
Comfort Systems USA (Western   Michigan), Inc.
    	
 
    	
Common
    	
 
    	
CS1
    	
 
    	
100
    	
 
    	
100% of shares owned by Borrower
    	
 
    
	
33.
    	
 
    	
Control Concepts, LLC
    	
 
    	
Common
    	
 
    	
N/A
    	
 
    	
N/A
    	
 
    	
100% of member interest — Comfort Systems   USA (Southeast), Inc.
    	
 
    
	
34.
    	
 
    	
Control Concepts Mechanical Services, LLC
    	
 
    	
Common
    	
 
    	
N/A
    	
 
    	
N/A
    	
 
    	
100% of member interest — Comfort Systems   USA (Southeast), Inc.
    	
 
    
	
35.
    	
 
    	
CS53 Acquisition Corporation
    	
 
    	
Common
    	
 
    	
CS1
    	
 
    	
100
    	
 
    	
100% of shares owned by Borrower
    	
 
    
	
36.
    	
 
    	
Delcard Associates, LLC
    	
 
    	
N/A
    	
 
    	
N/A
    	
 
    	
N/A
    	
 
    	
100% of member interest —   Seasonair, Inc.
    	
 
    
	
37.
    	
 
    	
Design Mechanical Incorporated
    	
 
    	
Common
    	
 
    	
CS1
    	
 
    	
100
    	
 
    	
100% of shares owned by Borrower
    	
 
    
	
38.
    	
 
    	
Dillingham & Smith Mechanical and   Sheet Metal Contractors, LLC
    	
 
    	
N/A
    	
 
    	
N/A
    	
 
    	
N/A
    	
 
    	
100% member interest — Comfort Systems USA   (Tennessee), Inc.
    	
 
    
	
39.
    	
 
    	
Dyna Ten Corporation
    	
 
    	
Common
    	
 
    	
CS1
    	
 
    	
100
    	
 
    	
100% of shares owned by Borrower
    	
 
    
	
40.
    	
 
    	
Dyna Ten   Maintenance Services, LLC
    	
 
    	
N/A
    	
 
    	
N/A
    	
 
    	
N/A
    	
 
    	
100% member interest — Dyna Ten Corporation
    	
 
    
	
41.
    	
 
    	
Eastern Heating & Cooling, Inc.
    	
 
    	
Common
    	
 
    	
CS1
    	
 
    	
100
    	
 
    	
100% of shares owned by Borrower
    	
 
    
	
42.
    	
 
    	
Eastern Refrigeration Co., Inc.
    	
 
    	
Common
    	
 
    	
CS1
    	
 
    	
100
    	
 
    	
100% of shares owned by Borrower
    	
 
    
	
43.
    	
 
    	
Granite State Holdings Company, Inc.
    	
 
    	
Common
    	
 
    	
CS1
    	
 
    	
100
    	
 
    	
100% of shares owned by Borrower
    	
 
    


 

2











 

	
 
    	
 
    	
Pledged Entity
    	
 
    	
Class of
   Common
   Stock
    	
 
    	
Stock
   Certificate
   Number(s)
    	
 
    	
Number
   of Shares
    	
 
    	
Pledgor(s)/Percentage of
    Outstanding Shares
    	
 
    
	
44.
    	
 
    	
Granite State Plumbing & Heating,   LLC
    	
 
    	
N/A
    	
 
    	
N/A
    	
 
    	
N/A
    	
 
    	
100% membership interest — Granite State   Holdings Company, Inc.
    	
 
    
	
45.
    	
 
    	
H & M Mechanical, Inc.
    	
 
    	
Common
    	
 
    	
CS1
    	
 
    	
100
    	
 
    	
100% of shares owned by Borrower
    	
 
    
	
46.
    	
 
    	
Helm Corporation
    	
 
    	
Common
    	
 
    	
CS1
    	
 
    	
100
    	
 
    	
100% of shares owned by Borrower
    	
 
    
	
47.
    	
 
    	
Hess Mechanical Corporation
    	
 
    	
Common
    	
 
    	
CS1
    	
 
    	
100
    	
 
    	
100% of shares owned by Borrower
    	
 
    
	
48.
    	
 
    	
Hudson River Heating and Cooling, Inc.
    	
 
    	
Common
    	
 
    	
CS1
    	
 
    	
100
    	
 
    	
100% of shares owned by Borrower
    	
 
    
	
49.
    	
 
    	
H-VAC Supply, L.L.C.
    	
 
    	
N/A
    	
 
    	
N/A
    	
 
    	
N/A
    	
 
    	
100% member interest — Comfort Systems USA   Puerto Rico, Inc.
    	
 
    
	
50.
    	
 
    	
Mechanical Technical Services, Inc.
    	
 
    	
Common
    	
 
    	
CS1
    	
 
    	
100
    	
 
    	
100% of shares owned by Borrower
    	
 
    
	
51.
    	
 
    	
Merit Mechanical, Inc.
    	
 
    	
Common
    	
 
    	
CS1
    	
 
    	
100
    	
 
    	
100% of shares owned by Borrower
    	
 
    
	
52.
    	
 
    	
MJ Mechanical Services, Inc.
    	
 
    	
Common
    	
 
    	
CS1
    	
 
    	
100
    	
 
    	
100% of shares owned by Borrower
    	
 
    
	
53.
    	
 
    	
North American Mechanical, Inc.
    	
 
    	
Common
    	
 
    	
CS1
    	
 
    	
100
    	
 
    	
100% of shares owned by Borrower
    	
 
    
	
54.
    	
 
    	
Plant Services Incorporated
    	
 
    	
Common
    	
 
    	
CS1
    	
 
    	
100
    	
 
    	
100% of shares owned by Borrower
    	
 
    
	
55.
    	
 
    	
Quality Air Heating &   Cooling, Inc.
    	
 
    	
Common
    	
 
    	
CS1
    	
 
    	
100
    	
 
    	
100% of shares owned by Borrower
    	
 
    
	
56.
    	
 
    	
Riddleberger Brothers, Inc.
    	
 
    	
Common
    	
 
    	
CS1
    	
 
    	
100
    	
 
    	
100% of shares owned by Borrower
    	
 
    
	
57.
    	
 
    	
S.I. Goldman Company, Inc.
    	
 
    	
Common
    	
 
    	
CS1
    	
 
    	
750
    	
 
    	
100% of shares owned by Borrower
    	
 
    
	
58.
    	
 
    	
S.M. Lawrence Company, Inc.
    	
 
    	
Common
    	
 
    	
CS1
    	
 
    	
100
    	
 
    	
100% of shares owned by Borrower
    	
 
    
	
59.
    	
 
    	
SA Associates, Inc.
    	
 
    	
Common
    	
 
    	
CS1
    	
 
    	
100
    	
 
    	
100% of shares owned by Borrower
    	
 
    
	
60.
    	
 
    	
Salmon & Alder, L.L.C.
    	
 
    	
N/A
    	
 
    	
N/A
    	
 
    	
N/A
    	
 
    	
100% membership interest — SA   Associates, Inc.
    	
 
    
	
61.
    	
 
    	
Seasonair, Inc.
    	
 
    	
Common
    	
 
    	
CS1
    	
 
    	
1,544,000
    	
 
    	
100% of shares owned by Borrower
    	
 
    
	
62.
    	
 
    	
Temp Right Service, Inc.
    	
 
    	
Common
    	
 
    	
CS1
    	
 
    	
100
    	
 
    	
100% of shares owned by Borrower
    	
 
    
	
63.
    	
 
    	
The Capital Refrigeration Company
    	
 
    	
Common
    	
 
    	
CS1
    	
 
    	
100
    	
 
    	
100% of shares owned by Borrower
    	
 
    


 

3