Exhibit 10.1

 

EXECUTION VERSION

 

AMENDMENT NO. 2 TO
 SECOND AMENDED AND RESTATED CREDIT AGREEMENT

AND

AMENDMENT TO OTHER LOAN DOCUMENTS

 

THIS AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT AND AMENDMENT TO OTHER LOAN DOCUMENTS (this “Amendment”) dated as of June 25, 2013, 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 Guarantors and the Agent are parties to a Second Amended and Restated Guaranty Agreement dated as of July 16, 2010 (as amended, modified and supplemented prior to the date hereof, the “Guaranty”).

 

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 Guaranty, as set forth herein.

 

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

 

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

 

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

 

(a)                                 Section 1.1 of the Credit Agreement is hereby amended by adding the following to the end of the definition of “Aggregate Commitment”:

 

“As of the Amendment No. 2 Effective Date, the Aggregate Commitment is equal to $175,000,000.”

 

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

 

“Amendment No. 2 Effective Date” means June 25, 2013.

 

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

 

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking into effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided, that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

 

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

 

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et. seq.), as amended from time to time, and any successor statute.

 

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

 

“Excluded Swap Obligations” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application of official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the

 

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regulations thereunder at the time the guarantee of such Guarantor or the grant of such security interest becomes effective with respect to such Swap Obligation.  If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such guarantee or security interest is or becomes excluded in accordance with the first sentence of this definition.

 

(f)                                   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. 2 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. 2 Effective Date, pursuant to Section 6.15.

 

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

 

“Maturity Date” means July 6, 2018.

 

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

 

“Obligations” means all indebtedness, liabilities and obligations, whether matured or unmatured, liquidated or unliquidated, primary or secondary, direct or indirect, absolute, fixed or contingent, from time to time owing by any Restricted Person to any Lender Party under or pursuant to any of the Loan Documents, including all LC Obligations and any Lender Hedging Obligations; provided, however that the “Obligations” shall exclude any Excluded Swap Obligations.  “Obligation” means any part of the Obligations.

 

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

 

“Swap Obligations” means, with respect to any Guarantor, any obligation to pay or perform under any Lender Hedging Contract that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.

 

(j)                                    Section 2.9 of the Credit Agreement is hereby amended by deleting the first sentence thereof in its entirety and substituting therefor the following:

 

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“Subject to the terms and conditions hereof, Borrower may during the Commitment Period request LC Issuer to, and LC Issuer shall, issue one or more Letters of Credit, provided that, after taking such Letter of Credit into account:

 

(a)                                 the Revolving Facility Usage does not exceed the Aggregate Commitment (whether due to a reduction in the Aggregate Commitment in accordance with this Agreement, or otherwise) at such time;

 

(b)                                 the aggregate LC Obligations at such time do not exceed $125,000,000; and

 

(c)                                  the expiration date of such Letter of Credit is prior to the end of the Commitment Period.”

 

(k)                                 Section 2.12 of the Credit Agreement is hereby amended by deleting the first sentence thereof in its entirety and substituting therefor the following:

 

“In consideration of LC Issuer’s issuance of any Letters of Credit, Borrower agrees to pay (a) to Agent, for the account of all Lenders in accordance with their respective Percentage Shares, (i) with respect to each Letter of Credit supporting non-financial contractual obligations, a per annum letter of credit fee on the undrawn face amount of such Letter of Credit at a rate equal to 50% of the rate specified as the LC Rate on the Pricing Schedule and (ii) with respect to each other Letter of Credit, a per annum letter of credit fee on the undrawn face amount of such Letter of Credit at a rate equal to the rate specified as the LC Rate on the Pricing Schedule and (b) to such LC Issuer for its own account, a letter of credit fronting fee at a rate equal to 0.125% per annum.”

 

(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 $75,000,000;”.

 

(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 $250,000,000 without the approval of all Lenders; and”.

 

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(n)                                 Section 5.13 of the Credit Agreement is hereby amended to replace each reference therein to “Amendment No. 1 Effective Date” with a reference to “Amendment No. 2 Effective Date.”

 

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

 

“(d)                           Indebtedness existing on the Amendment No. 2 Effective Date and listed on Schedule 7.1, and renewals and extensions thereof;”.

 

(p)                                 Section 7.1 of the Credit Agreement is hereby further amended by deleting clause (k) thereof in its and substituting therefor the following:

 

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

 

(q)                                 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 112% 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 $1,000,000; and

 

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

 

(r)                                    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 $20,000,000 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 $50,000,000; or”.

 

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

 

“(a)                           Minimum Fixed Charge Coverage Ratio.  The Borrower will not permit the ratio, determined as of the end of each of its Fiscal Quarters, for the then most-recently ended four Fiscal Quarters, of (i) its Consolidated EBITDA, minus (A) Consolidated Capital Expenditures, (B) the provision for income taxes (excluding one-time tax charges arising solely from changes to GAAP), and (C) if the Net Leverage Ratio for the most recently ended four Fiscal Quarters is greater than 1.50 to 1.00, Distributions made during such four-Fiscal Quarter period (other than any Distribution permitted under Section 7.6(a)(iii) if at the time of and after giving effect to such Distribution the Net Leverage Ratio was less than or equal to 1.50 to 1.00), all calculated on a Consolidated basis, to (ii) its Consolidated Interest Expense, plus scheduled principal payments of Indebtedness, to be less than 2.00 to 1.00.”

 

(t)                                    Section 7.11 of the Credit Agreement is hereby further 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 the ratio set forth below opposite such period:

 

	
Four Fiscal Quarters Ending
    	
 
    	
Maximum Total Leverage
   Ratio
    	
 
    
	
June 30, 2013 through December 31, 2014
    	
 
    	
3.00 to 1.00
    	
 
    
	
March 31, 2015 through December 31, 2015
    	
 
    	
2.75 to 1.00
    	
 
    
	
March 31, 2016 through maturity
    	
 
    	
2.50 to 1.00
    	
 .”
    


 

(u)                                 Section 8.3 of the Credit Agreement is hereby amended by adding the following to the end thereof:

 

“Notwithstanding the above, Excluded Swap Obligations with respect to any Guarantor that is not an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder shall not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be made with respect to payments from other Restricted Persons to preserve the allocation to Lender Hedging Obligations otherwise set forth above in this Section.”

 

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

 

(w)                               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 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 attached to this Amendment.

 

3.                                      Amendment to Security Agreement.  Schedules I and III to the Security Agreement are hereby replaced in their entirety with Schedules I and III to the Security Agreement attached to this Amendment.

 

4.                                      Amendment to Guaranty.  The Guaranty is hereby amended by adding thereto the following new Section 10 in numerical order:

 

“10.                         KEEPWELL.

 

Each Qualified ECP Guarantor (as hereinafter defined) hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Restricted Person to honor all of its obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section, or otherwise under this Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount).  The obligations of each Qualified ECP Guarantor under this Section 10 shall remain in full force and effect until terminated in accordance with Section 7.7.  Each Qualified ECP Guarantor intends that this Section 10 constitute, and this Section 10 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Obligor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.  As used in this Section 10, the term “Qualified ECP Guarantor” means, in respect of any Swap Obligation, each Restricted Person that has total assets exceeding $10,000,000 at the time the relevant Guarantee becomes effective with respect to such Swap Obligation or such other Person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.”

 

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5.                                      Joinder of Borrower to Guaranty.  The Borrower hereby joins the Guaranty for the sole purpose of agreeing to the provisions of Section 10 thereof.

 

6.                                      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 7 of this Amendment shall be true and correct;

 

(d)                                 the Administrative 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 3, 2013;

 

(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 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

 

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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.

 

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

 

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

 

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

 

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

 

(d)                                 Since December 31, 2012, there has occurred no Material Adverse Change.

 

8.                                      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).

 

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

 

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

 

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11.                               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.

 

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

 

13.                               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.

 

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

 

15.                               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.

 

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

 

[Signature Pages Follow]

 

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

 

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


 

Signature Page to Amendment No. 2

 











 

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, INC.
    


 

Signature Page to Amendment No. 2

 











 

	
 
    	
ATLAS COMFORT SYSTEMS USA, L.L.C., by Hess   Mechanical Corporation, as Sole Managing Member
    
	
 
    	
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.
    


 

Signature Page to Amendment No. 2

 











 

	
 
    	
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
    
	
 
    	
EASTERN HEATING & COOLING, INC.
    
	
 
    	
EASTERN REFRIGERATION CO., INC.
    
	
 
    	
GRANITE STATE HOLDINGS COMPANY, INC.
    
	
 
    	
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
    


 

Signature Page to Amendment No. 2

 











 

	
 
    	
By:
    	
/s/ William George III
    
	
 
    	
 
    	
William George III
    
	
 
    	
 
    	
Vice President and Assistant Secretary
    


 

Signature Page to Amendment No. 2

 









 

	
 
    	
WELLS   FARGO BANK, NATIONAL ASSOCIATION,
    
	
 
    	
Agent   and a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Greg Crowe
    
	
 
    	
Name:
    	
Greg   Crowe
    
	
 
    	
Title:
    	
Senior   Vice President
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
Address:
    
	
 
    	
Wells   Fargo Bank, National Association
    
	
 
    	
1000   Louisiana, 3rd Floor
    
	
 
    	
Houston,   Texas 77002
    
	
 
    	
Attention:
    	
Greg   Crowe — MacT0002-032
    
	
 
    	
Telephone:
    	
713-319-1630
    
	
 
    	
Fax:
    	
713-739-1086
    
				


 

Signature Page to Amendment No. 2

 











 

	
 
    	
CAPITAL   ONE, N.A.,
    
	
 
    	
Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Yasmin Elkhatib
    
	
 
    	
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. 2

 











 

	
 
    	
BOKF,   NA dba BANK OF TEXAS,
    
	
 
    	
Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   H. Michael Sultanik
    
	
 
    	
Name:
    	
H.   Michael Sultanik
    
	
 
    	
Title:
    	
Senior   Vice President
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
Address:
    
	
 
    	
 
    
	
 
    	
BOKF,   NA dba Bank of Texas
    
	
 
    	
5   Houston Center
    
	
 
    	
1401   McKinney, Suite 1650
    
	
 
    	
Houston,   Texas 77010
    
	
 
    	
Attention:
    	
Gayla   Evans
    
	
 
    	
Telephone:
    	
713-289-5872
    
	
 
    	
Fax:
    	
713-289-5825
    
				


 

Signature Page to Amendment No. 2

 











 

	
 
    	
REGIONS   BANK,
    
	
 
    	
Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Larry C. Stephens
    
	
 
    	
Name:
    	
Larry   C. Stephens
    
	
 
    	
Title:
    	
Senior   Vice President
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
Address:
    
	
 
    	
 
    
	
 
    	
Regions   Bank
    
	
 
    	
5005   Woodway Drive, Suite 110
    
	
 
    	
Houston,   Texas 77479
    
	
 
    	
Attention:
    	
Larry   C. Stephens
    
	
 
    	
Telephone:
    	
713-426-7158
    
	
 
    	
Fax:
    	
713-426-7180
    
				


 

Signature Page to Amendment No. 2

 











 

	
 
    	
BRANCH   BANK & TRUST COMPANY,
    
	
 
    	
Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Matt McCain
    
	
 
    	
Name:
    	
Matt   McCain
    
	
 
    	
Title:
    	
Senior   Vice President
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
Address:
    
	
 
    	
 
    
	
 
    	
Branch   Bank & Trust Company
    
	
 
    	
200   West Second Street, 16th Floor
    
	
 
    	
Winston-Salem,   North Carolina 27101
    
	
 
    	
Attention:
    	
Wendy   Gerringer
    
	
 
    	
Telephone:
    	
336-733-2774
    
	
 
    	
Fax:
    	
336-733-2740
    
				


 

Signature Page to Amendment No. 2

 











 

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. 2 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 Administrative Agent to the Borrower.

 

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

 

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

 

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

 

“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.

 

1











 

“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 
    	
 
    	
Same
    	
 
    	
28.6
    	
%
    	
$
    	
50,000,000
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
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
    	
 
    	
20.0
    	
%
    	
$
    	
35,000,000
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Capital   One, N.A.
   5718 Westheimer, Suite 600
   Houston, Texas 77057
   Telephone: (713) 435-5024
   Fax: (713) 706-5499 
    	
 
    	
Same
    	
 
    	
20.0
    	
%
    	
$
    	
35,000,000
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Regions   Bank
   5005 Woodway
   Houston, Texas 77056
   Telephone: (713) 426-7157
   Fax: (713) 426-7180 
    	
 
    	
Same
    	
 
    	
17.1
    	
%
    	
$
    	
30,000,000
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Branch   Bank & Trust Company
   200 W. 2nd St., 16th Floor
   Winston-Salem, North Carolina 27101
   Telephone: (336) 733-2741
   Fax: (336) 733-2740 
    	
 
    	
Same
    	
 
    	
14.3
    	
%
    	
$
    	
25,000,000
    	
 
    


 

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
    	
 
    	
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
    	
 
    	
 
    
	
Atlas   Comfort Systems USA, Inc.
    	
 
    	
Principal   Place of Business
    	
 
    	
675   Bering Drive, Suite 400, Houston, Texas 77057
    	
 
    	
4133   Southerland, Houston, Texas 77092
    	
 
    	
 
    


 

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
    
	
 
    	
 
    	
Satellite
    	
 
    	
1225   E. Crosby Road, Suite B-14, Carrollton, Texas 75006
    	
 
    	
10693   Wakeman Drive, Manassas, Virginia 20110

 

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

 

340   East Shelbourne Avenue, Las Vegas, Nevada 89123

 

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

 

Comfort   Systems USA Las Vegas
    
	
Batchelor’s   Mechanical Contractors, LLC
    	
 
    	
Principal   Place of Business
    	
 
    	
15444   Industrial Drive, Loxley, Alabama 36551
    	
 
    	
3110   Old Shell Road, Mobile, Alabama 36607
    	
 
    	
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
    


 

2











 

	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
PRIOR
    	
 
    	
PRIOR NAMES
    
	
ENTITY NAME
    	
 
    	
ADDRESS TYPE
    	
 
    	
ADDRESS
    	
 
    	
ADDRESSES
    	
 
    	
& TRADE NAMES
    
	
ColonialWebb   Contractors Company
    	
 
    	
Principal   Place of Business
    	
 
    	
2820   Ackley Avenue, Richmond, Virginia 23228
    	
 
    	
 
    	
 
    	
Comfort   Systems USA (Carolinas)
    
	
 
    	
 
    	
Satellite
    	
 
    	
1600   Crossbeam Drive, Charlotte, North Carolina 28217
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Satellite
    	
 
    	
1   Marcus Drive, Greenville, South Carolina 29615
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Satellite
    	
 
    	
811   Pleasant Valley Road, Harrisonburg, Virginia 22801
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Satellite
    	
 
    	
8509   Phoenix Drive, Manassas, Virginia 20110
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Satellite
    	
 
    	
740C   Bluecrab Road, Newport News, Virginia 23606
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Satellite
    	
 
    	
3302   Croft Street, Norfolk, Virginia 23513
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Satellite
    	
 
    	
5171   Glenwood Avenue, Raleigh, North Carolina 27612
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Satellite
    	
 
    	
6450-E   Merriman Road, Roanoke, Virginia 24018
    	
 
    	
 
    	
 
    	
 
    
	
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
    


 

3









 

	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
PRIOR
    	
 
    	
PRIOR NAMES
    
	
ENTITY NAME
    	
 
    	
ADDRESS TYPE
    	
 
    	
ADDRESS
    	
 
    	
ADDRESSES
    	
 
    	
& TRADE NAMES
    
	
Comfort   Systems USA (Bristol), Inc.
    	
 
    	
Principal   Place of Business
    	
 
    	
294   Blevins Blvd., Bristol, Virginia 24203-0757
    	
 
    	
 
    	
 
    	
Fred   Hayes Heating & Air Conditioning Service Co.

 

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

 

Salmon & Alder, LLC

 

SA Associates, Inc.

 

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

 

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


 

4











 

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

 

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

 

Climate   Control, Inc.

 

Climate   Control, LLC

 

CCI   Systems, Inc.
    
	
Comfort   Systems USA (Midwest), LLC
    	
 
    	
Principal   Place of Business
    	
 
    	
3116   S. Duff Ave.

Ames,   Iowa 50010
    	
 
    	
1450   SE 69th St. #57, Ankeny, Iowa 50021

 

9103   Swanson Blvd., Suite 7, Clive, Iowa 50325
    	
 
    	
 
    
	
Comfort   Systems USA National Accounts, LLC
    	
 
    	
Principal   Place of Business
    	
 
    	
2655   Fortune Circle West, Suite E-F, Indianapolis, Indiana 46241
    	
 
    	
 
    	
 
    	
Accu-Temp,   LLC

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

Road   #1, KM 27.5; Int. Sector El Barranco; B. Rio Canas; Caguas, Puerto Rico 00725
    	
 
    	
Caguas, PR 00726-4956 Carr #1KM -23 HM.O   B.O., Rio Guaynbabo, PR 00970
    	
 
    	
James Air Conditioning Enterprises, Inc.
    


 

5











 

	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
PRIOR
    	
 
    	
PRIOR NAMES
    
	
ENTITY NAME
    	
 
    	
ADDRESS TYPE
    	
 
    	
ADDRESS
    	
 
    	
ADDRESSES
    	
 
    	
& TRADE NAMES
    
	
Comfort Systems USA (South Central), Inc.
    	
 
    	
Principal   Place of Business
    	
 
    	
9745   Bent Oak Drive, Houston, Texas 77040
    	
 
    	
 
    	
 
    	
Accurate Air Systems, Inc.

 

Atlas   Comfort Systems USA

 

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

 

H   & M Mechanical, Inc.

 

Gulfside   Mechanical, Inc.

 

Neel   Mechanical Contractors, Inc.

 

Neel   Mechanical, Inc.

 

Batchelor’s   Mechanical Contractors
    
	
 
    	
 
    	
Satellite
    	
 
    	
250   Commercial Drive, Thomasville, Georgia 31757
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Satellite
    	
 
    	
13040   W. US Hwy 84, Newton, Alabama 36352
    	
 
    	
255   Southgate Road, Dothan, Alabama 36301
    	
 
    	
 
    
	
 
    	
 
    	
Satellite
    	
 
    	
3835   Gordon John Drive, Mobile, Alabama 36693
    	
 
    	
4251   Alden Drive, Mobile, Alabama 36693
    	
 
    	
 
    
	
 
    	
 
    	
Satellite
    	
 
    	
4518   Val North Drive, Valdosta, Georgia 31602
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Satellite
    	
 
    	
2275   Northwest Parkway Rd., Suite 105, Bldg.3, Marietta, Georgia 30067
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Satellite
    	
 
    	
8633   Elm Fair Blvd, Tampa, Florida 33610
    	
 
    	
 
    	
 
    	
 
    


 

6











 

	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
PRIOR
    	
 
    	
PRIOR NAMES
    
	
ENTITY NAME
    	
 
    	
ADDRESS TYPE
    	
 
    	
ADDRESS
    	
 
    	
ADDRESSES
    	
 
    	
& TRADE NAMES
    
	
 
    	
 
    	
Satellite
    	
 
    	
7826   McElvey Road, Panama City Beach, Florida 32408
    	
 
    	
3000   Highway 77, Ste B, Lynn Haven, Florida 32444
    	
 
    	
 
    
	
 
    	
 
    	
Satellite
    	
 
    	
6074   Business Park Drive, Suite G, Columbus, Georgia 31909
    	
 
    	
3175   Williams Rd., Suite B, Columbus, Georgia 31909

 

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

 

The   Bengtsson Group, Inc.

 

Madera   Mechanical Company

 

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

 

3250   S. Dodge Blvd #7, Tucson, Arizona 85713
    	
 
    	
 
    
	
 
    	
 
    	
Satellite
    	
 
    	
3275   West Ali Baba Lane, Suite 502, Las Vegas, Nevada 89118
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Satellite
    	
 
    	
5046 Commercial Circle, Suite E, Concord,   California 94520
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Satellite
    	
 
    	
1830   W. Copper St., Tucson, Arizona 85745
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Satellite
    	
 
    	
3733   E. Atlanta Avenue, Phoenix, Arizona 85040
    	
 
    	
 
    	
 
    	
 
    


 

7











 

	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
PRIOR
    	
 
    	
PRIOR NAMES
    
	
ENTITY NAME
    	
 
    	
ADDRESS TYPE
    	
 
    	
ADDRESS
    	
 
    	
ADDRESSES
    	
 
    	
& TRADE NAMES
    
	
 
    	
 
    	
Satellite
    	
 
    	
4189   Santa Anna Avenue, Suite C, Ontario, California 91761
    	
 
    	
 
    	
 
    	
 
    
	
Comfort   Systems USA (Syracuse), Inc.
    	
 
    	
Principal   Place of Business
    	
 
    	
6500   New Venture Gear Drive, East Syracuse, New York 13057
    	
 
    	
 
    	
 
    	
Armani   Plumbing & Mechanical

 

ABJ   Fire Protection Company

 

Woodcock   & Associates, Inc.

 

Woodcock   & Armani

 

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

 

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

 

421   North Lafayette St., Greenville, MI 48838
    	
 
    	
 
    
	
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.
    


 

8









 

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

 

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


 

9











 

	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
PRIOR
    	
 
    	
PRIOR NAMES
    
	
ENTITY NAME
    	
 
    	
ADDRESS TYPE
    	
 
    	
ADDRESS
    	
 
    	
ADDRESSES
    	
 
    	
& TRADE NAMES
    
	
H&M   Mechanical, Inc.
    	
 
    	
Principal   Place of Business
    	
 
    	
3100   Richard Arrington Blvd. North

Birmingham,   Alabama 35203
    	
 
    	
135 Belcher Drive, Pelham, Alabama 35124

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

 

Helm   Corporation

 

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

 

MTECH
    
	
Merit   Mechanical, Inc.
    	
 
    	
Principal   Place of Business
    	
 
    	
9630   153rd Ave NE, Redmond, Washington 98052
    	
 
    	
 
    	
 
    	
 
    
	
MJ   Mechanical Services, Inc.
    	
 
    	
Principal   Place of Business
    	
 
    	
2040   Military Road, Tonawanda, New York 14150
    	
 
    	
 
    	
 
    	
JM   State Refrigeration

 

Vastola   Heating & Air Conditioning
    
	
 
    	
 
    	
Satellite
    	
 
    	
300   Fire Tower Drive, Tonawanda, New York 14150
    	
 
    	
 
    	
 
    	
 
    


 

10











 

	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
PRIOR
    	
 
    	
PRIOR NAMES
    
	
ENTITY NAME
    	
 
    	
ADDRESS TYPE
    	
 
    	
ADDRESS
    	
 
    	
ADDRESSES
    	
 
    	
& TRADE NAMES
    
	
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
    	
 
    	
 
    	
 
    	
 
    
	
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.
    
	
 
    	
 
    	
Satellite
    	
 
    	
157   Main St., Collierville, Tennessee 38017
    	
 
    	
667   Chaney Drive, Collierville, Tennessee 38017
    	
 
    	
 
    
	
 
    	
 
    	
Satellite
    	
 
    	
1187   Vultee Blvd., Nashville, Tennessee 37217
    	
 
    	
 
    	
 
    	
 
    
	
SA   Associates, Inc.
    	
 
    	
Principal   Place of Business
    	
 
    	
675   Bering Drive, Suite 400, Houston, Texas 77057
    	
 
    	
777   Post Oak Blvd., Suite 500, Houston, TX 77056
    	
 
    	
Salmon   & Alder Associates
    
	
Salmon   & Alder, LLC
    	
 
    	
Principal   Place of Business
    	
 
    	
675   Bering Drive, Suite 400, Houston, Texas 77057
    	
 
    	
777   Post Oak Blvd., Suite 500, Houston, TX 77056
    	
 
    	
 
    


 

11











 

	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
PRIOR
    	
 
    	
PRIOR NAMES
    
	
ENTITY NAME
    	
 
    	
ADDRESS TYPE
    	
 
    	
ADDRESS
    	
 
    	
ADDRESSES
    	
 
    	
& TRADE NAMES
    
	
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, Inc.
    	
 
    	
California
    	
 
    	
07/31/2007
    
	
Atlas   Comfort Systems USA, L.L.C.
    	
 
    	
Delaware
    	
 
    	
06/08/2007
    
	
Batchelor’s   Mechanical Contractors, LLC
    	
 
    	
Alabama
    	
 
    	
03/16/1981
    
	
BCM   Controls Corporation
    	
 
    	
Massachusetts
    	
 
    	
10/03/1984
    
	
California   Comfort Systems USA, Inc.
    	
 
    	
California
    	
 
    	
05/18/1983
    
	
ColonialWebb   Contractors Company
    	
 
    	
Virginia
    	
 
    	
03/30/1972
    
	
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
    


 

1











 

	
ENTITY NAME
    	
 
    	
JURISDICTION OF
   ORGANIZATION
    	
 
    	
FORMATION
   DATE
    
	
Comfort   Systems USA (Texas), L.P.
    	
 
    	
Texas
    	
 
    	
08/14/1998
    
	
Comfort   Systems USA (Twin Cities), Inc.
    	
 
    	
Minnesota
    	
 
    	
08/01/2001
    
	
Comfort   Systems USA (Western Michigan), Inc.
    	
 
    	
Michigan
    	
 
    	
07/21/1989
    
	
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
    
	
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

 

	
Entity/Assets Acquired
    	
 
    	
Remaining Balance
    	
 
    
	
ColonialWebb Contractors Company
    	
 
    	
$
    	
3,000,000.00
    	
 
    
	
ColonialWebb Contractors Company (Bonds)
    	
 
    	
$
    	
2,490,400.00
    	
 
    
	
Total
    	
 
    	
$
    	
5,490,400.00
    	
 
    


 

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.
    	
 
    	
Delaware
    	
 
    	
05/21/1998
    
	
675   Bering, Suite 400
    	
 
    	
 
    	
 
    	
 
    
	
Houston,   TX 77057
    	
 
    	
 
    	
 
    	
 
    
	
Accu-Temp   LP, Inc.
    	
 
    	
Delaware
    	
 
    	
05/20/1998
    
	
675   Bering, Suite 400
    	
 
    	
 
    	
 
    	
 
    
	
Houston,   TX 77057
    	
 
    	
 
    	
 
    	
 
    
	
ACI   Mechanical, Inc.
    	
 
    	
Delaware
    	
 
    	
06/26/1998
    
	
3116   S. Duff Avenue
    	
 
    	
 
    	
 
    	
 
    
	
Ames, IA   50010
    	
 
    	
 
    	
 
    	
 
    
	
Acorn   Industrial, LLC
    	
 
    	
North Carolina
    	
 
    	
01/03/1997
    
	
7311   ACC Boulevard
    	
 
    	
 
    	
 
    	
 
    
	
Raleigh,   NC 27617
    	
 
    	
 
    	
 
    	
 
    
	
Air   Systems Engineering, Inc.
    	
 
    	
Washington
    	
 
    	
05/18/1973
    
	
3602   South Pine Street
    	
 
    	
 
    	
 
    	
 
    
	
Tacoma,   WA 98409
    	
 
    	
 
    	
 
    	
 
    
	
AIRTEMP, INC.
    	
 
    	
Maine
    	
 
    	
10/15/1998
    
	
11   Wallace Avenue
    	
 
    	
 
    	
 
    	
 
    
	
South   Portland, ME 04106
    	
 
    	
 
    	
 
    	
 
    
	
ARC   Comfort Systems USA, Inc.
    	
 
    	
Delaware
    	
 
    	
03/17/1998
    
	
675   Bering, Suite 400
    	
 
    	
 
    	
 
    	
 
    
	
Houston,   TX 77057
    	
 
    	
 
    	
 
    	
 
    
	
Atlas-Accurate   Holdings, L.L.C.
    	
 
    	
Delaware
    	
 
    	
12/28/1998
    
	
675   Bering, Suite 400
    	
 
    	
 
    	
 
    	
 
    
	
Houston,   TX 77057
    	
 
    	
 
    	
 
    	
 
    
	
Atlas   Comfort Systems USA, Inc.
    	
 
    	
California
    	
 
    	
07/31/2007
    
	
675   Bering, Suite 400
    	
 
    	
 
    	
 
    	
 
    
	
Houston,   TX 77057
    	
 
    	
 
    	
 
    	
 
    
	
Atlas   Comfort Systems USA, L.L.C.
    	
 
    	
Delaware
    	
 
    	
06/08/2007
    
	
675   Bering, Suite 400
    	
 
    	
 
    	
 
    	
 
    
	
Houston,   TX 77057
    	
 
    	
 
    	
 
    	
 
    
	
Batchelor’s   Mechanical Contractors, LLC
    	
 
    	
Alabama
    	
 
    	
03/16/1981
    
	
15444   Industrial Drive
    	
 
    	
 
    	
 
    	
 
    
	
Loxley,   AL 36551
    	
 
    	
 
    	
 
    	
 
    
	
BCM   Controls Corporation
    	
 
    	
Massachusetts
    	
 
    	
10/03/1984
    
	
30   Commerce Way
    	
 
    	
 
    	
 
    	
 
    
	
Woburn,   MA 01801
    	
 
    	
 
    	
 
    	
 
    
	
California   Comfort Systems USA, Inc.
    	
 
    	
California
    	
 
    	
05/18/1983
    
	
7740   Kenamar Court
    	
 
    	
 
    	
 
    	
 
    
	
San   Diego, CA 92121
    	
 
    	
 
    	
 
    	
 
    


 

1











 

	
ENTITY NAME
    	
 
    	
DOMESTIC
   JURISDICTION
    	
 
    	
FORMATION DATE
    
	
ColonialWebb   Contractors Company
    	
 
    	
Virginia
    	
 
    	
03/30/1972
    
	
2820   Ackley Avenue
    	
 
    	
 
    	
 
    	
 
    
	
Richmond,   VA 23228
    	
 
    	
 
    	
 
    	
 
    
	
Comfort   Systems USA (Arkansas), Inc.
    	
 
    	
Delaware
    	
 
    	
03/17/1998
    
	
4806   Rixey Road
    	
 
    	
 
    	
 
    	
 
    
	
North   Little Rock, AR 72117
    	
 
    	
 
    	
 
    	
 
    
	
Comfort   Systems USA (Baltimore), LLC
    	
 
    	
Delaware
    	
 
    	
10/15/1998
    
	
675   Bering, Suite 400
    	
 
    	
 
    	
 
    	
 
    
	
Houston,   TX 77057
    	
 
    	
 
    	
 
    	
 
    
	
Comfort   Systems USA (Bristol), Inc.
    	
 
    	
Delaware
    	
 
    	
08/25/1997
    
	
294   Blevins Blvd.
    	
 
    	
 
    	
 
    	
 
    
	
Bristol,   VA 24202
    	
 
    	
 
    	
 
    	
 
    
	
Comfort   Systems USA Energy Services, Inc.
    	
 
    	
Delaware
    	
 
    	
08/25/1997
    
	
7   Waterside Crossing
    	
 
    	
 
    	
 
    	
 
    
	
Windsor,   CT 06095
    	
 
    	
 
    	
 
    	
 
    
	
Comfort   Systems USA G.P., Inc.
    	
 
    	
Delaware
    	
 
    	
08/12/1998
    
	
675   Bering, Suite 400
    	
 
    	
 
    	
 
    	
 
    
	
Houston,   TX 77057
    	
 
    	
 
    	
 
    	
 
    
	
Comfort   Systems USA (Intermountain), Inc.
    	
 
    	
Utah
    	
 
    	
05/06/1969
    
	
2035   S. Milestone Drive
    	
 
    	
 
    	
 
    	
 
    
	
Salt   Lake City, UT 84104
    	
 
    	
 
    	
 
    	
 
    
	
Comfort   Systems USA (Kentucky), Inc.
    	
 
    	
Kentucky
    	
 
    	
02/10/1981
    
	
3405   Robards Court
    	
 
    	
 
    	
 
    	
 
    
	
Louisville,   KY 40218
    	
 
    	
 
    	
 
    	
 
    
	
Comfort   Systems USA (MidAtlantic), LLC
    	
 
    	
Virginia
    	
 
    	
01/01/2010
    
	
1057   Bill Tuck Highway
    	
 
    	
 
    	
 
    	
 
    
	
South   Boston, VA 24592
    	
 
    	
 
    	
 
    	
 
    
	
Comfort   Systems USA (Midwest), LLC
    	
 
    	
Iowa
    	
 
    	
10/13/2009
    
	
3116   S. Duff Ave.
    	
 
    	
 
    	
 
    	
 
    
	
Ames, Iowa   50010
    	
 
    	
 
    	
 
    	
 
    
	
Comfort   Systems USA National Accounts, LLC
    	
 
    	
Indiana
    	
 
    	
07/28/1998
    
	
2655   Fortune Circle West, Suite E & F
    	
 
    	
 
    	
 
    	
 
    
	
Indianapolis, IN   46241
    	
 
    	
 
    	
 
    	
 
    
	
Comfort   Systems USA (Ohio), Inc.
    	
 
    	
Ohio
    	
 
    	
10/10/1979
    
	
7401   First Place
    	
 
    	
 
    	
 
    	
 
    
	
Oakwood   Village, OH 44146
    	
 
    	
 
    	
 
    	
 
    
	
Comfort Systems USA Puerto Rico, Inc.
    	
 
    	
Puerto Rico
    	
 
    	
07/02/1991
    
	
P.O. Box 4956, Suite 1134
    	
 
    	
 
    	
 
    	
 
    
	
Caguas, PR 00726
    	
 
    	
 
    	
 
    	
 
    
	
Comfort   Systems USA (South Central), Inc.
    	
 
    	
Texas
    	
 
    	
05/24/2007
    
	
9745   Bent Oak Drive
    	
 
    	
 
    	
 
    	
 
    
	
Houston,   TX 77040
    	
 
    	
 
    	
 
    	
 
    
	
Comfort   Systems USA (Southeast), Inc.
    	
 
    	
Delaware
    	
 
    	
03/24/1998
    
	
435   Corday Street
    	
 
    	
 
    	
 
    	
 
    
	
Pensacola,   FL 32503
    	
 
    	
 
    	
 
    	
 
    
	
Comfort   Systems USA (Southwest), Inc.
    	
 
    	
Arizona
    	
 
    	
12/23/1977
    
	
6875   W. Galveston
    	
 
    	
 
    	
 
    	
 
    
	
Chandler,   AZ 85226
    	
 
    	
 
    	
 
    	
 
    


 

2











 

	
ENTITY NAME
    	
 
    	
DOMESTIC
   JURISDICTION
    	
 
    	
FORMATION DATE
    
	
Comfort   Systems USA (Syracuse), Inc.
    	
 
    	
New York
    	
 
    	
03/08/1965
    
	
6500   New Venture Gear Drive
    	
 
    	
 
    	
 
    	
 
    
	
East   Syracuse, NY 13057
    	
 
    	
 
    	
 
    	
 
    
	
Comfort   Systems USA (Texas), L.P.
    	
 
    	
Texas
    	
 
    	
08/14/1998
    
	
675   Bering, Suite 400
    	
 
    	
 
    	
 
    	
 
    
	
Houston,   TX 77057
    	
 
    	
 
    	
 
    	
 
    
	
Comfort   Systems USA (Twin Cities), Inc.
    	
 
    	
Minnesota
    	
 
    	
08/01/2001
    
	
675   Bering, Suite 400
    	
 
    	
 
    	
 
    	
 
    
	
Houston,   TX 77057
    	
 
    	
 
    	
 
    	
 
    
	
Comfort   Systems USA (Western Michigan), Inc.
    	
 
    	
Michigan
    	
 
    	
07/21/1989
    
	
675   Bering, Suite 400
    	
 
    	
 
    	
 
    	
 
    
	
Houston,   TX 77057
    	
 
    	
 
    	
 
    	
 
    
	
Control   Concepts, LLC
    	
 
    	
Georgia
    	
 
    	
12/16/1996
    
	
3550   North Parkway, Suite 100
    	
 
    	
 
    	
 
    	
 
    
	
Cumming,   GA 30040
    	
 
    	
 
    	
 
    	
 
    
	
Control   Concepts Mechanical Services, LLC
    	
 
    	
Georgia
    	
 
    	
01/17/2008
    
	
3550   North Parkway, Suite 100
    	
 
    	
 
    	
 
    	
 
    
	
Cumming,   GA 30040
    	
 
    	
 
    	
 
    	
 
    
	
CS53   Acquisition Corporation
    	
 
    	
Delaware
    	
 
    	
01/26/1999
    
	
675   Bering, Suite 400
    	
 
    	
 
    	
 
    	
 
    
	
Houston,   TX 77057
    	
 
    	
 
    	
 
    	
 
    
	
Delcard   Associates, LLC
    	
 
    	
Delaware
    	
 
    	
06/23/2000
    
	
31   Blevins Drive, Suite A
    	
 
    	
 
    	
 
    	
 
    
	
Airport   Industrial Park
    	
 
    	
 
    	
 
    	
 
    
	
New   Castle, DE 19720
    	
 
    	
 
    	
 
    	
 
    
	
Design   Mechanical Incorporated
    	
 
    	
Delaware
    	
 
    	
10/30/1997
    
	
168   CTC Blvd., Suite #D
    	
 
    	
 
    	
 
    	
 
    
	
Louisville,   CO 80027
    	
 
    	
 
    	
 
    	
 
    
	
Dillingham &   Smith Mechanical and Sheet Metal Contractors, LLC
    	
 
    	
Tennessee
    	
 
    	
12/31/2003
    
	
2311   Kline Avenue
    	
 
    	
 
    	
 
    	
 
    
	
Nashville,   TN 37211
    	
 
    	
 
    	
 
    	
 
    
	
Eastern   Heating & Cooling, Inc.
    	
 
    	
New York
    	
 
    	
12/19/1988
    
	
880   Broadway
    	
 
    	
 
    	
 
    	
 
    
	
Albany,   NY 12207-1316
    	
 
    	
 
    	
 
    	
 
    
	
Eastern   Refrigeration Co., Inc.
    	
 
    	
New York
    	
 
    	
01/30/1990
    
	
880   Broadway
    	
 
    	
 
    	
 
    	
 
    
	
Albany,   NY 12207-1316
    	
 
    	
 
    	
 
    	
 
    
	
Granite   State Holdings Company, Inc.
    	
 
    	
Delaware
    	
 
    	
11/02/2005
    
	
675   Bering, Suite 400
    	
 
    	
 
    	
 
    	
 
    
	
Houston,   TX 77057
    	
 
    	
 
    	
 
    	
 
    
	
Granite   State Plumbing & Heating, LLC
    	
 
    	
Delaware
    	
 
    	
07/31/2001
    
	
10   N. Riverdale Road
    	
 
    	
 
    	
 
    	
 
    
	
Weare,   NH 03281
    	
 
    	
 
    	
 
    	
 
    
	
H &   M Mechanical, Inc.
    	
 
    	
Delaware
    	
 
    	
06/25/1998
    
	
3100   Richard Arrington Blvd. North
    	
 
    	
 
    	
 
    	
 
    
	
Birmingham,   AL 35203
    	
 
    	
 
    	
 
    	
 
    


 

3











 

	
ENTITY NAME
    	
 
    	
DOMESTIC
   JURISDICTION
    	
 
    	
FORMATION DATE
    
	
Helm   Corporation
    	
 
    	
Colorado
    	
 
    	
10/26/1972
    
	
675   Bering, Suite 400
    	
 
    	
 
    	
 
    	
 
    
	
Houston,   TX 77057
    	
 
    	
 
    	
 
    	
 
    
	
Hess   Mechanical Corporation
    	
 
    	
Delaware
    	
 
    	
03/17/1998
    
	
9600   Fallard Court
    	
 
    	
 
    	
 
    	
 
    
	
Upper   Marlboro, MD 20772-6703
    	
 
    	
 
    	
 
    	
 
    
	
Hudson   River Heating and Cooling, Inc.
    	
 
    	
Delaware
    	
 
    	
08/19/2005
    
	
675   Bering, Suite 400
    	
 
    	
 
    	
 
    	
 
    
	
Houston,   TX 77057
    	
 
    	
 
    	
 
    	
 
    
	
H-VAC   Supply, L.L.C.
    	
 
    	
Puerto Rico
    	
 
    	
10/18/06
    
	
P.O. Box 4956, Suite 1134
    	
 
    	
 
    	
 
    	
 
    
	
Caguas, PR 00726
    	
 
    	
 
    	
 
    	
 
    
	
Mechanical   Technical Services, Inc.
    	
 
    	
Texas
    	
 
    	
05/24/2007
    
	
9601   Dessau Road, Bldg. 3, Suite 303
    	
 
    	
 
    	
 
    	
 
    
	
Austin,   TX 78754
    	
 
    	
 
    	
 
    	
 
    
	
Merit   Mechanical, Inc.
    	
 
    	
Washington
    	
 
    	
02/14/1984
    
	
9630   153rd Ave NE
    	
 
    	
 
    	
 
    	
 
    
	
Redmond,   WA 98052
    	
 
    	
 
    	
 
    	
 
    
	
MJ   Mechanical Services, Inc.
    	
 
    	
Delaware
    	
 
    	
12/12/1997
    
	
2040   Military Road
    	
 
    	
 
    	
 
    	
 
    
	
Tonawanda,   NY 14150
    	
 
    	
 
    	
 
    	
 
    
	
North   American Mechanical, Inc.
    	
 
    	
Delaware
    	
 
    	
03/17/1998
    
	
4401   State Road 19
    	
 
    	
 
    	
 
    	
 
    
	
Windsor,   WI 53598
    	
 
    	
 
    	
 
    	
 
    
	
Plant   Services Incorporated
    	
 
    	
Iowa
    	
 
    	
07/02/1986
    
	
675   Bering, Suite 400
    	
 
    	
 
    	
 
    	
 
    
	
Houston,   TX 77057
    	
 
    	
 
    	
 
    	
 
    
	
Quality   Air Heating & Cooling, Inc.
    	
 
    	
Michigan
    	
 
    	
09/10/1980
    
	
3395   Kraft Avenue, SE
    	
 
    	
 
    	
 
    	
 
    
	
Grand   Rapids, MI 49512
    	
 
    	
 
    	
 
    	
 
    
	
Riddleberger   Brothers, Inc.
    	
 
    	
Virginia
    	
 
    	
12/22/1958
    
	
6127   S. Valley Pike
    	
 
    	
 
    	
 
    	
 
    
	
Mount   Crawford, VA 22841
    	
 
    	
 
    	
 
    	
 
    
	
S.I.   Goldman Company, Inc.
    	
 
    	
Florida
    	
 
    	
10/04/1976
    
	
799   Bennett Drive
    	
 
    	
 
    	
 
    	
 
    
	
Longwood,   FL 32750
    	
 
    	
 
    	
 
    	
 
    
	
S.M.   Lawrence Company, Inc.
    	
 
    	
Tennessee
    	
 
    	
03/08/1973
    
	
245   Preston Street
    	
 
    	
 
    	
 
    	
 
    
	
Jackson,   TN 38301
    	
 
    	
 
    	
 
    	
 
    
	
SA Associates, Inc.
    	
 
    	
Utah
    	
 
    	
03/27/1984
    
	
675 Bering, Suite 400
    	
 
    	
 
    	
 
    	
 
    
	
Houston,   TX 77057
    	
 
    	
 
    	
 
    	
 
    
	
Salmon &   Alder, L.L.C.
    	
 
    	
Utah
    	
 
    	
07/08/1996
    
	
675   Bering, Suite 400
    	
 
    	
 
    	
 
    	
 
    
	
Houston,   TX 77057
    	
 
    	
 
    	
 
    	
 
    
	
Seasonair, Inc.
    	
 
    	
Maryland
    	
 
    	
10/28/1966
    
	
16001-A   Industrial Drive
    	
 
    	
 
    	
 
    	
 
    
	
Gaithersburg,   MD 20877
    	
 
    	
 
    	
 
    	
 
    


 

4











 

	
ENTITY NAME
    	
 
    	
DOMESTIC
   JURISDICTION
    	
 
    	
FORMATION DATE
    
	
Temp-Right   Service, Inc.
    	
 
    	
Delaware
    	
 
    	
09/25/1997
    
	
101   North Catlin
    	
 
    	
 
    	
 
    	
 
    
	
Missoula,   MT 59801
    	
 
    	
 
    	
 
    	
 
    
	
The   Capital Refrigeration Company
    	
 
    	
Delaware
    	
 
    	
08/06/1998
    
	
619   E. Jefferson Street
    	
 
    	
 
    	
 
    	
 
    
	
Montgomery,   AL 36104
    	
 
    	
 
    	
 
    	
 
    


 

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.

3116   S. Duff Avenue

Ames, IA   50010
    	
 
    	
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, Inc.

675   Bering, Suite 400

Houston,   TX 77057
    	
 
    	
California
    	
 
    	
Corporation
    	
 
    	
C3009313
    	
 
    	
 
    


 

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
    
	
Atlas   Comfort Systems USA, L.L.C.

9745   Bent Oak Dr.

Houston,   TX 77040
    	
 
    	
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
    
	
Batchelor’s   Mechanical Contractors, LLC

15444   Industrial Drive, Loxley, AL 36551
    	
 
    	
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 Drive

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

4806   Rixey Road

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

675   Bering, 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
    	
 
    	
 
    


 

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 (Intermountain), Inc.

2035   S. Milestone Drive

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

3405   Robards Court

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

1057   Bill Tuck Highway

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

1450   SE 69th St., #57

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

2655   Fortune Circle West, Suite E & F

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

7401   First Place

Oakwood   Village, OH 44146
    	
 
    	
Ohio
    	
 
    	
Corporation
    	
 
    	
543269
    	
 
    	
 
    
	
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
    


 

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 (Southwest), Inc.

6875   W. Galveston

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

6500   New Venture Gear Drive

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

675   Bering, Suite 400

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

675   Bering, Suite 400

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

675   Bering, Suite 400

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

3550   North Parkway, Suite 100

Cumming,   GA 30040
    	
 
    	
Georgia
    	
 
    	
Limited Liability Company
    	
 
    	
12958032
    	
 
    	
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

31   Blevins Drive, Suite A

Airport   Industrial Park

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

168   CTC Blvd., Suite #D

Louisville,   CO 80027
    	
 
    	
Delaware
    	
 
    	
Corporation
    	
 
    	
2814928
    	
 
    	
Western   Building Services, Inc.; Breckenridge Mechanical, Inc.
    


 

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
    
	
Dillingham &   Smith Mechanical and Sheet Metal Contractors, LLC

2311   Kline Avenue

Nashville,   TN 37211
    	
 
    	
Tennessee
    	
 
    	
Limited Liability Company
    	
 
    	
000460366
    	
 
    	
 
    
	
Eastern   Heating & Cooling, Inc.

880   Broadway

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

880   Broadway

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

675   Bering, Suite 400

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

10   N. Riverdale Road

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

135   Belcher Drive

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

675   Bering, Suite 400

Houston,   TX 77057
    	
 
    	
Colorado
    	
 
    	
Corporation
    	
 
    	
19871249912
    	
 
    	
 
    
	
Hess   Mechanical Corporation

9600   Fallard Court

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

675   Bering, Suite 400

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

P.O. Box 4956, Suite 1134

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

9601   Dessau Road, Bldg. 3, Suite 303

Austin,   TX 78754
    	
 
    	
Texas
    	
 
    	
Corporation
    	
 
    	
801702874
    	
 
    	
Mechanical   Technical Services, L.P.; MTECH
    


 

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
    
	
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
    	
 
    	
 
    
	
Seasonair, Inc.

16001-A   Industrial Drive

Gaithersburg,   MD 20877
    	
 
    	
Maryland
    	
 
    	
Corporation
    	
 
    	
D0193599
    	
 
    	
 
    


 

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
    
	
Temp-Right   Service, Inc.

101   North Catlin

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

619   E. Jefferson Street

Montgomery,   AL 36104
    	
 
    	
Delaware
    	
 
    	
Corporation
    	
 
    	
2930477
    	
 
    	
 
    


 

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

 

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

Ground Source Systems, Inc.:  assets acquired by Temp-Right Service, Inc. (5/1/12)

 

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