EX-10.1 2 a2216107zex-10_1.htm EX-10.1

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, 3 rd 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. 2 nd St., 16 th 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 69 th 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. 29 th, 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 153 rd 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 153 rd 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 69 th 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 153 rd 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)

7