EX-10.1 2 a2221896zex-10_1.htm EX-10.1

Exhibit 10.1

EXECUTION VERSION

AMENDMENT NO. 3 TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

AND

AMENDMENT TO OTHER LOAN DOCUMENTS

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

RECITALS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

2

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

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

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

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

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

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

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

“Maturity Date” means October 1, 2019.

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

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

3

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

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

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

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

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

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

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

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

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

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

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

4

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

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

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

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

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

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

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

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

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

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

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

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

5

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

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

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

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

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

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

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

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

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

6

3. Amendments to Security Agreement.

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

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

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

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

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

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

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

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

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

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

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

7

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

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

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

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

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

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

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

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

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

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

8

6. New Lenders.

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

(b) Each New Lender, severally and not jointly, hereby (i) represents and warrants that it is legally authorized to enter into this Amendment and become a “Lender” under the Credit Agreement; (ii) confirms that it has received a copy of the Credit Agreement, together with the copies of the most recent financial statements delivered pursuant to Section 6.2 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and become a “Lender” under the Credit Agreement; (iii) agrees that it will, independently and without reliance upon the Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iv) appoints and authorizes the Agent to take any action as agent on its behalf and to exercise any powers under the Loan Documents that are delegated to the Agent by the terms of the Loan Documents, together with all powers that are reasonably incidental thereto; and (v) agrees that it shall perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender.

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

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

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

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

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

9

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

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

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

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

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

[Signature Pages Follow]

10

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

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

Signature Page to Amendment No. 3

ACKNOWLEDGMENT OF GUARANTORS

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

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

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

Signature Page to Amendment No. 3

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

Signature Page to Amendment No. 3

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

Signature Page to Amendment No. 3

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

Signature Page to Amendment No. 3

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

Signature Page to Amendment No. 3

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

Signature Page to Amendment No. 3

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

Signature Page to Amendment No. 3

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

Signature Page to Amendment No. 3

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

Signature Page to Amendment No. 3

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

Signature Page to Amendment No. 3

PRICING SCHEDULE

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

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

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

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

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

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

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

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

1

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

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

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

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

2

SCHEDULE 3.1

LENDERS SCHEDULE

Domestic Lending Office |  | Eurodollar Lending Office |  | Percentage Share |  | Revolving Loan Commitment |
Wells Fargo Bank, N.A. 1000 Louisiana, 3rd Floor Houston, TX 77002 Telephone: (713) 319-1630 Fax: (713) 739-1086 |  | Same |  | 28.0 | % | $ | 70,000,000.00 |
BOKF, NA dba Bank of Texas 5 Houston Center 1401 McKinney, Suite 1650 Houston, Texas 77010 Telephone: (713) 289-5855 Fax: (713) 289-5825 |  | Same |  | 14.0 | % | $ | 35,000,000.00 |
Capital One, N.A. 5718 Westheimer, Suite 600 Houston, Texas 77057 Telephone: (713) 435-5024 Fax: (713) 706-5499 |  | Same |  | 14.0 | % | $ | 35,000,000.00 |
Regions Bank 5005 Woodway Houston, Texas 77056 Telephone: (713) 426-7157 Fax: (713) 426-7180 |  | Same |  | 12.0 | % | $ | 30,000,000.00 |
Branch Bank and Trust Company 200 W. 2 nd St., 16 th Floor Winston-Salem, North Carolina 27101 Telephone: (336) 733-2741 Fax: (336) 733-2740 |  | Same |  | 12.0 | % | $ | 30,000,000.00 |
U.S. Bank National Association 425 Walnut St. CN-OH-W8 Cincinnati, Ohio 45202 Telephone: (513) 632-4133 Fax: (513) 632-4894 |  | Same |  | 10.0 | % | $ | 25,000,000.00 |
Cadence Bank, N.A. 3500 Colonnade Pkwy, Suite 600 Birmingham, AL 35243 Telephone: (205) 488-3367 Fax: (205) 488-3320 |  | Same |  | 10.0 | % | $ | 25,000,000.00 |

1

SECTION 5.13 to SCHEDULE 5

NAMES AND PLACES OF BUSINESS

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

1

|  |  |  |  |  | PRIOR |  | PRIOR NAMES
ENTITY NAME |  | ADDRESS TYPE |  | ADDRESS |  | ADDRESSES |  | & TRADE NAMES
Atlas Comfort Systems USA, L.L.C. |  | Principal Place of Business |  | 675 Bering Drive, Suite 400, Houston, Texas 77057 |  | 9745 Bent Oak Drive, Houston, Texas 77040 4133 Southerland, Houston, Texas 77092 |  | Atlas Air Conditioning Company, L.P. Atlas Comfort Systems USA, L.P. Atlas Comfort Systems USA
Batchelor’s Mechanical Contractors, LLC |  | Principal Place of Business |  | 675 Bering Drive, Suite 400, Houston, Texas 77057 |  | 3110 Old Shell Road, Mobile, Alabama 36607 15444 Industrial Drive, Loxley, Alabama 36551 |  | Batchelor’s Mechanical Contractors, Inc.
BCM Controls Corporation |  | Principal Place of Business |  | 30 Commerce Way, Woburn, Massachusetts 01801 |  |  |  |
California Comfort Systems USA, Inc. |  | Principal Place of Business |  | 7740 Kenamar Court, San Diego, California 92121 |  | 9750 Distribution Avenue, San Diego, CA 92121 650 Alpine Way, Escondido, CA 92029 4660 Viewridge Ave., San Diego, CA 92123 |  | TCP Company
ColonialWebb Contractors Company |  | Principal Place of Business |  | 2820 Ackley Avenue, Richmond, Virginia 23228 |  |  |  | Comfort Systems USA (Carolinas)
|  | Satellite |  | 1600 Crossbeam Drive, Charlotte, North Carolina 28217 |  |  |  |
|  | Satellite |  | 1 Marcus Drive, Greenville, South Carolina 29615 |  |  |  |
|  | Satellite |  | 811 Pleasant Valley Road, Harrisonburg, Virginia 22801 |  |  |  |
|  | Satellite |  | 8509 Phoenix Drive, Manassas, Virginia 20110 |  |  |  |

2

|  |  |  |  |  | PRIOR |  | PRIOR NAMES
ENTITY NAME |  | ADDRESS TYPE |  | ADDRESS |  | ADDRESSES |  | & TRADE NAMES
|  | Satellite |  | 740C Bluecrab Road, Newport News, Virginia 23606 |  |  |  |
|  | Satellite |  | 3719 E. Virginia Beach Blvd., Norfolk, Virginia 23502 |  | 3302 Croft Street, Norfolk, Virginia 23513 |  |
|  | Satellite |  | 5171 Glenwood Avenue, Raleigh, North Carolina 27612 |  |  |  |
|  | Satellite |  | 1977 Snow Pointe Lane Bldg 7B Charlottesville, Virginia 22902 |  | 6450-E Merriman Road, Roanoke, Virginia 24018 |  |
Comfort Systems USA (Arkansas), Inc. |  | Principal Place of Business |  | 4806 Rixey Road, North Little Rock, Arkansas 72117 |  |  |  |
|  | Satellite |  | 116 Commercial Drive, Lowell, Arkansas 72745 |  | 1915 North Shiloh, Fayetteville, Arkansas 72704 |  |
Comfort Systems USA (Baltimore), LLC |  | Principal Place of Business |  | 675 Bering Drive, Suite 400 Houston, Texas 77057 |  | 3601 Commerce Drive, Suite 114, Baltimore, Maryland 21227 2105 Emmorton Park Road, Suite 104, Edgewood, Maryland 21040 |  | Comfort Systems USA (Baltimore), Inc. Comfort Systems USA Federal Services, LLC
Comfort Systems USA (Bristol), Inc. |  | Principal Place of Business |  | 294 Blevins Blvd., Bristol, Virginia 24203-0757 |  |  |  | Fred Hayes Heating & Air Conditioning Service Co. Comfort Systems USA New River (Bristol)
|  | Satellite |  | 6450 Merriman Road, Suite E Roanoke, Virginia 24018 |  | 106 St. John Road, Salem, Virginia 24153 |  |
|  | Satellite |  | 90 Old Shoals Road, Suite 108 Arden, North Carolina 28704 |  |  |  |

3

|  |  |  |  |  | PRIOR |  | PRIOR NAMES
ENTITY NAME |  | ADDRESS TYPE |  | ADDRESS |  | ADDRESSES |  | & TRADE NAMES
Comfort Systems USA Energy Services, Inc. |  | Principal Place of Business |  | 7 Waterside Crossing, Windsor, Connecticut 06095 |  | 50 Baker Hollow Road Ste. A, Windsor, Connecticut 06095 |  | Comfort Systems USA (Hartford), Inc.
|  | Satellite |  | 650 S. Shackleford Road, #224, Little Rock, Arkansas 72211 |  |  |  |
Comfort Systems USA G.P., Inc. |  | Principal Place of Business |  | 675 Bering Drive, Suite 400, Houston, Texas 77057 |  | 777 Post Oak Blvd. Suite 500, Houston, Texas 77056 |  |
Comfort Systems USA (Intermountain), Inc. |  | Principal Place of Business |  | 2035 S. Milestone Drive, Salt Lake City, Utah 84104 |  |  |  | Contract Services Salmon & Alder, LLC SA Associates, Inc. Martin Heating & Cooling
Comfort Systems USA (Kentucky), Inc. |  | Principal Place of Business |  | 3405 Robards Court, Louisville, Kentucky 40218 |  |  |  | Rademaker Corporation MELCO
Comfort Systems USA (MidAtlantic), LLC |  | Principal Place of Business |  | 1057 Bill Tuck Highway, So Boston, Virginia 24592 |  | 5171 Glenwood Avenue, Suite 480, Raleigh, North Carolina 27612 6600 Northpark Blvd, Charlotte, North Carolina 28216 |  | Comfort Systems USA (Carolinas), Inc. Climate Control, Inc. Climate Control, LLC CCI Systems, Inc.
Comfort Systems USA (Midwest), LLC |  | Principal Place of Business |  | 2181 231 st Lane, Suite 1 Ames, Iowa 50014 |  | 1450 SE 69 th St. #57, Ankeny, Iowa 50021 3116 S. Duff Ave., Ames, Iowa 50010 9103 Swanson Blvd., Suite 7, Clive, Iowa 50325 |  |
|  | Satellite |  | 731 North Frontier Drive, Suite 8 Papillion, Nebraska 68046 |  |  |  |

4

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

5

|  |  |  |  |  | PRIOR |  | PRIOR NAMES
ENTITY NAME |  | ADDRESS TYPE |  | ADDRESS |  | ADDRESSES |  | & TRADE NAMES
Comfort Systems USA (Southeast), Inc. |  | Principal Place of Business |  | 435 Corday Street, Pensacola, Florida 32503 |  |  |  | Comfort Systems USA (Atlanta), Inc. H & M Mechanical, Inc. Gulfside Mechanical, Inc. Neel Mechanical Contractors, Inc. Neel Mechanical, Inc. Batchelor’s Mechanical Contractors
|  | Satellite |  | 250 Commercial Drive, Thomasville, Georgia 31757 |  |  |  |
|  | Satellite |  | 13040 W. US Hwy 84, Newton, Alabama 36352 |  | 255 Southgate Road, Dothan, Alabama 36301 |  |
|  | Satellite |  | 3835 Gordon John Drive, Mobile, Alabama 36693 |  | 4251 Alden Drive, Mobile, Alabama 36693 |  |
|  | Satellite |  | 4518 Val North Drive, Valdosta, Georgia 31602 |  |  |  |
|  | Satellite |  | 1965 Vaughn Road, Suite B Kennesaw, Georgia 30144 |  | 2275 Northwest Parkway Rd., Suite 105, Bldg.3, Marietta, Georgia 30067 |  |
|  | Satellite |  | 8633 Elm Fair Blvd, Tampa, Florida 33610 |  |  |  |
|  | Satellite |  | 7826 McElvey Road, Panama City Beach, Florida 32408 |  | 3000 Highway 77, Ste B, Lynn Haven, Florida 32444 |  |

6

|  |  |  |  |  | PRIOR |  | PRIOR NAMES
ENTITY NAME |  | ADDRESS TYPE |  | ADDRESS |  | ADDRESSES |  | & TRADE NAMES
|  | Satellite |  | 6074 Business Park Drive, Suite G, Columbus, Georgia 31909 |  | 3175 Williams Rd., Suite B, Columbus, Georgia 31909 2734 Ledo Road, Suite 10E, Albany, Georgia 31707 |  |
|  | Satellite |  | 309 James E. Williams Dr., #1, Byron, Georgia 31008 |  |  |  |
Comfort Systems USA (Southwest), Inc. |  | Principal Place of Business |  | 6875 W. Galveston, Chandler, Arizona 85226 |  |  |  | Conditioned Air Mechanical Services, Inc. The Bengtsson Group, Inc. Madera Mechanical Company Tri-City Mechanical, Inc. Air Management Services, Inc.
|  | Satellite |  | 3275 West Ali Baba Lane, Suite 502, Las Vegas, Nevada 89118 |  |  |  |
|  | Satellite |  | 5046 Commercial Circle, Suite E, Concord, California 94520 |  |  |  |
|  | Satellite |  | 1830 W. Copper St., Tucson, Arizona 85745 |  | 4925 E. 29 th, Tucson, Arizona 85711 3450 S. Broadmont Blvd., Suite 100, Tucson, AZ 85713 3250 S. Dodge Blvd #7, Tucson, Arizona 85713 |  |

7

|  |  |  |  |  | PRIOR |  | PRIOR NAMES
ENTITY NAME |  | ADDRESS TYPE |  | ADDRESS |  | ADDRESSES |  | & TRADE NAMES
|  | Satellite |  | 4516 Anaheim NE Albuquerque, New Mexico 87113 |  | 3733 E. Atlanta Avenue, Phoenix, Arizona 85040 |  |
|  | Satellite |  | 4189 Santa Anna Avenue, Suite C, Ontario, California 91761 |  |  |  |
Comfort Systems USA (Syracuse), Inc. |  | Principal Place of Business |  | 6500 New Venture Gear Drive, East Syracuse, New York 13057 |  |  |  | Armani Plumbing & Mechanical ABJ Fire Protection Company Woodcock & Associates, Inc. Woodcock & Armani Billone Mechanical Contractors
|  | Satellite |  | 3543 Winton Place, Suite 6 Rochester, New York 14623 |  | 375 Averill Ave, Rochester, New York 14620 |  |
Comfort Systems USA (Texas), L.P. |  | Principal Place of Business |  | 675 Bering Drive, Suite 400, Houston, Texas 77057 |  | 777 Post Oak Blvd. Suite 500, Houston, Texas 77056 |  |
Comfort Systems USA (Twin Cities), Inc. |  | Principal Place of Business |  | 675 Bering Drive, Suite 400, Houston, Texas 77057 |  | 777 Post Oak Blvd, Suite 500, Houston, TX 77056 2611 Hamiline Avenue North, Suite 150, Roseville, MN 55113 |  |
Comfort Systems USA (Western Michigan), Inc. |  | Principal Place of Business |  | 675 Bering Drive, Suite 400, Houston, Texas 77057 |  | 777 Post Oak Blvd. Suite 500, Houston, Texas 77056 421 North Lafayette St., Greenville, MI 48838 |  |

8

|  |  |  |  |  | PRIOR |  | PRIOR NAMES
ENTITY NAME |  | ADDRESS TYPE |  | ADDRESS |  | ADDRESSES |  | & TRADE NAMES
Control Concepts, LLC |  | Principal Place of Business |  | 3550 North Parkway, Suite 100 Cumming, Georgia 30040 |  |  |  | Control Concepts, Inc.
Control Concepts Mechanical Services, LLC |  | Principal Place of Business |  | 3550 North Parkway, Suite 100 Cumming, Georgia 30040 |  |  |  | Control Concepts Mechanical Services, Inc.
CS53 Acquisition Corp. |  | Principal Place of Business |  | 675 Bering Drive, Suite 400, Houston, Texas 77057 |  | 777 Post Oak Blvd. Suite 500, Houston, Texas 77056 |  |
Delcard Associates, LLC |  | Principal Place of Business |  | 675 Bering Drive, Suite 400, Houston, Texas 77057 |  | 31 Blevins Drive, Suite A, Airport Industrial Park, New Castle, Delaware 19720 |  | Delcard Heating & Air Conditioning, Inc.
Design Mechanical Incorporated |  | Principal Place of Business |  | 168 CTC Blvd. Suite D, Louisville, Colorado 80027 |  |  |  | Western Building Services, Inc. Breckenridge Mechanical, Inc.
|  | Satellite |  | 0068 Continental Court Spaces B-7 and B-8 Breckenridge, Colorado 80424 |  | 112 Huron Road, Breckenridge, Colorado 80424 |  |
Dillingham & Smith Mechanical and Sheet Metal Contractors, LLC |  | Principal Place of Business |  | 2311 Kline Avenue, Nashville, Tennessee 37211 |  |  |  |
Dyna Ten Corporation |  | Principal Place of Business |  | 4375 Diplomacy Road, Fort Worth, Texas 76155 |  |  |  |
Dyna Ten Maintenance Services, LLC |  | Principal Place of Business |  | 4375 Diplomacy Road, Fort Worth, Texas 76155 |  |  |  |
Eastern Heating & Cooling, Inc. |  | Principal Place of Business |  | 880 Broadway, Albany, New York 12207-1316 |  |  |  |

9

|  |  |  |  |  | PRIOR |  | PRIOR NAMES
ENTITY NAME |  | ADDRESS TYPE |  | ADDRESS |  | ADDRESSES |  | & TRADE NAMES
Eastern Refrigeration Co., Inc. |  | Principal Place of Business |  | 880 Broadway, Albany, New York 12207-1316 |  |  |  |
Granite State Holdings Company, Inc. |  | Principal Place of Business |  | 675 Bering Drive, Suite 400, Houston, Texas 77057 |  | 777 Post Oak Blvd, Suite 500, Houston, Texas 77056 |  |
Granite State Plumbing & Heating LLC |  | Principal Place of Business |  | 10 N. Riverdale Road, Weare, New Hampshire 03281 |  | 26 Waterford Place, Gilford, New Hampshire 03249 |  |
H&M Mechanical, Inc. |  | Principal Place of Business |  | 3100 Richard Arrington Jr. Blvd. North Birmingham, Alabama 35203 |  | 135 Belcher Drive, Pelham, Alabama 35124 P.O. Box 36397 Birmingham, AL 35236 3977 Valley East Industrial Drive, Birmingham, Alabama 35217 |  | Comfort Systems USA (Atlanta), Inc. Helm Corporation MidSouth Controls LLC
Helm Corporation |  | Principal Place of Business |  | 675 Bering Drive, Suite 400, Houston, Texas 77057 |  | 168 CTC Blvd. Suite D, Louisville, Colorado 80027 |  |
Hess Mechanical Corporation |  | Principal Place of Business |  | 9600 Fallard Court, Upper Marlboro, Maryland 20772-6703 |  |  |  |
Hudson River Heating and Cooling, Inc. |  | Principal Place of Business |  | 675 Bering Drive, Suite 400, Houston, Texas 77057 |  | 10 Airline Drive Suite 205, Albany, New York 12205 |  |
H-VAC Supply, L.L.C. |  | Principal Place of Business |  | P.O. Box 4956, Suite 1134, Caguas, Puerto Rico 00726-4956 |  |  |  |
Mechanical Technical Services, Inc. |  | Principal Place of Business |  | 1720 Royston Lane, Round Rock, Texas 78664 |  | 9601 Dessau Road, Bldg 3, Suite 303, Austin, Texas 78754 |  | Mechanical Technical Services, L.P. MTECH

10

|  |  |  |  |  | PRIOR |  | PRIOR NAMES
ENTITY NAME |  | ADDRESS TYPE |  | ADDRESS |  | ADDRESSES |  | & TRADE NAMES
Merit Mechanical, Inc. |  | Principal Place of Business |  | 9630 153 rd Ave NE, Redmond, Washington 98052 |  |  |  |
MJ Mechanical Services, Inc. |  | Principal Place of Business |  | 2040 Military Road, Tonawanda, New York 14150 |  | 300 Fire Tower Drive, Tonawanda, New York 14150 |  | JM State Refrigeration Vastola Heating & Air Conditioning
North American Mechanical, Inc. |  | Principal Place of Business |  | 4401 State Road 19 Windsor, Wisconsin 53598 |  | 6135 North American Lane, De Forest, Wisconsin 53532 |  | Masterson Plumbing
|  | Satellite |  | 2600 W. College Avenue, Ste 4, Appleton, Wisconsin 54914 |  |  |  |
|  | Satellite |  | 2524A Alpine Road Eau Claire, Wisconsin 54703 |  |  |  |
Plant Services Incorporated |  | Principal Place of Business |  | 675 Bering Drive, Suite 400, Houston, Texas 77057 |  | 777 Post Oak Blvd Suite 500, Houston, Texas 77056 |  |
Quality Air Heating and Cooling, Inc. |  | Principal Place of Business |  | 3395 Kraft Avenue, SE, Grand Rapids, Michigan 49512 |  |  |  | Control Logic
|  | Satellite |  | 2306 Winters Drive, Portage, Michigan 49002 |  |  |  |
Riddleberger Brothers, Inc. |  | Principal Place of Business |  | 6127 S. Valley Pike, Mount Crawford, Virginia 22841 |  |  |  |
S.I. Goldman Company, Inc. |  | Principal Place of Business |  | 799 Bennett Drive, Longwood, Florida 32750 |  |  |  | Comfort Systems USA (Florida), Inc.
|  | Satellite |  | 320 Melody Lane, Casselberry, Florida 32707 |  |  |  |
S.M. Lawrence Company, Inc. |  | Principal Place of Business |  | 245 Preston Street, Jackson, Tennessee 38301 |  |  |  | Comfort Systems USA (Tennessee), Inc.

11

|  |  |  |  |  | PRIOR |  | PRIOR NAMES
ENTITY NAME |  | ADDRESS TYPE |  | ADDRESS |  | ADDRESSES |  | & TRADE NAMES
|  | Satellite |  | 156 Main St., Collierville, Tennessee 38017 |  | 667 Chaney Drive, Collierville, Tennessee 38017 1187 Vultee Blvd., Nashville, Tennessee 37217 |  |
SA Associates, Inc. |  | Principal Place of Business |  | 675 Bering Drive, Suite 400, Houston, Texas 77057 |  | 777 Post Oak Blvd., Suite 500, Houston, TX 77056 |  | Salmon & Alder Associates
Salmon & Alder, LLC |  | Principal Place of Business |  | 675 Bering Drive, Suite 400, Houston, Texas 77057 |  | 777 Post Oak Blvd., Suite 500, Houston, TX 77056 |  |
Seasonair, Inc. |  | Principal Place of Business |  | 16001-A Industrial Drive, Gaithersburg, Maryland 20877 |  |  |  |
Temp Right Service, Inc. |  | Principal Place of Business |  | 101 North Catlin, Missoula, Montana 59801 |  |  |  | Carson Brothers
|  | Satellite |  | 1639 MT Highway 35, Kalispell, Montana 59901 |  |  |  |
The Capital Refrigeration Company |  | Principal Place of Business |  | 619 E. Jefferson Street, Montgomery, Alabama 36104 |  |  |  |
|  | Satellite |  | 480 North Dean Road-Unit G-3, Auburn, Alabama 36830 |  |  |  |

12

SECTION 5.14 to SCHEDULE 5

SUBSIDIARIES

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

1

ENTITY NAME |  | JURISDICTION OF ORGANIZATION |  | FORMATION DATE
Comfort Systems USA (Twin Cities), Inc. |  | Minnesota |  | 08/01/2001
Comfort Systems USA (Western Michigan), Inc. |  | Michigan |  | 07/21/1989
Control Concepts, LLC |  | Georgia |  | 12/16/1996
Control Concepts Mechanical Services, LLC |  | Georgia |  | 01/17/2008
CS53 Acquisition Corp. |  | Delaware |  | 01/26/1999
Delcard Associates, LLC |  | Delaware |  | 06/23/2000
Design Mechanical Incorporated |  | Delaware |  | 10/30/1997
Dillingham & Smith Mechanical and Sheet Metal Contractors, LLC |  | Tennessee |  | 12/31/2003
Dyna Ten Corporation |  | Texas |  | 06/26/1980
Dyna Ten Maintenance Services, LLC |  | Texas |  | 08/07/2006
Eastern Heating & Cooling, Inc. |  | New York |  | 12/19/1988
Eastern Refrigeration Co., Inc. |  | New York |  | 01/30/1990
Granite State Holdings Company, Inc. |  | Delaware |  | 11/02/2005
Granite State Plumbing & Heating, LLC |  | Delaware |  | 07/31/2001
H & M Mechanical, Inc. |  | Delaware |  | 06/25/1998
Helm Corporation |  | Colorado |  | 10/26/1972
Hess Mechanical Corporation |  | Delaware |  | 03/17/1998
Hudson River Heating and Cooling, Inc. |  | Delaware |  | 08/19/2005
H-VAC Supply, L.L.C. |  | Puerto Rico |  | 10/18/2006
Mechanical Technical Services, Inc. |  | Texas |  | 05/24/2007
Merit Mechanical, Inc. |  | Washington |  | 02/14/1984
MJ Mechanical Services, Inc. |  | Delaware |  | 12/12/1997
North American Mechanical, Inc. |  | Delaware |  | 03/17/1998
Plant Services Incorporated |  | Iowa |  | 07/02/1986
Quality Air Heating and Cooling, Inc. |  | Michigan |  | 09/10/1980
Riddleberger Brothers, Inc. |  | Virginia |  | 12/22/1958
S.I. Goldman Company, Inc. |  | Florida |  | 10/04/1976
S.M. Lawrence Company, Inc. |  | Tennessee |  | 03/08/1973
SA Associates, Inc. |  | Utah |  | 03/27/1984
Salmon & Alder, LLC |  | Utah |  | 07/08/1996
Seasonair, Inc. |  | Maryland |  | 10/28/1966
Temp Right Service, Inc. |  | Delaware |  | 09/25/1997
The Capital Refrigeration Company |  | Delaware |  | 08/06/1998

2

SCHEDULE 7.1

EXISTING INDEBTEDNESS

NONE.

1

SCHEDULE I

to

SECOND AMENDED AND RESTATED SECURITY AGREEMENT

Filing Jurisdictions

COMFORT SYSTEMS USA, INC. — SUBSIDIARIES

ENTITY NAME |  | DOMESTIC JURISDICTION |  | FORMATION DATE
Accu-Temp GP, Inc. 675 Bering, Suite 400 Houston, TX 77057 |  | Delaware |  | 05/21/1998
Accu-Temp LP, Inc. 675 Bering, Suite 400 Houston, TX 77057 |  | Delaware |  | 05/20/1998
ACI Mechanical, Inc. 2182 231st Lane Ames, IA 50014 |  | Delaware |  | 06/26/1998
Acorn Industrial, LLC 7311 ACC Boulevard Raleigh, NC 27617 |  | North Carolina |  | 01/03/1997
Air Systems Engineering, Inc. 3602 South Pine Street Tacoma, WA 98409 |  | Washington |  | 05/18/1973
AIRTEMP, INC. 11 Wallace Avenue South Portland, ME 04106 |  | Maine |  | 10/15/1998
ARC Comfort Systems USA, Inc. 675 Bering, Suite 400 Houston, TX 77057 |  | Delaware |  | 03/17/1998
Atlas-Accurate Holdings, L.L.C. 675 Bering, Suite 400 Houston, TX 77057 |  | Delaware |  | 12/28/1998
Atlas Comfort Systems USA, L.L.C. 675 Bering, Suite 400 Houston, TX 77057 |  | Delaware |  | 06/08/2007
Batchelor’s Mechanical Contractors, LLC 675 Bering, Suite 400 Houston, TX 77057 |  | Alabama |  | 03/16/1981
BCM Controls Corporation 30 Commerce Way Woburn, MA 01801 |  | Massachusetts |  | 10/03/1984
California Comfort Systems USA, Inc. 7740 Kenamar Court San Diego, CA 92121 |  | California |  | 05/18/1983
ColonialWebb Contractors Company 2820 Ackley Avenue Richmond, VA 23228 |  | Virginia |  | 02/18/1977

1

ENTITY NAME |  | DOMESTIC JURISDICTION |  | FORMATION DATE
Comfort Systems USA (Arkansas), Inc. 4806 Rixey Road North Little Rock, AR 72117 |  | Delaware |  | 03/17/1998
Comfort Systems USA (Baltimore), LLC 675 Bering Drive, Suite 400 Houston, TX 77057 |  | Delaware |  | 10/15/1998
Comfort Systems USA (Bristol), Inc. 294 Blevins Blvd. Bristol, VA 24202 |  | Delaware |  | 08/25/1997
Comfort Systems USA Energy Services, Inc. 7 Waterside Crossing Windsor, CT 06095 |  | Delaware |  | 08/25/1997
Comfort Systems USA G.P., Inc. 675 Bering, Suite 400 Houston, TX 77057 |  | Delaware |  | 08/12/1998
Comfort Systems USA (Intermountain), Inc. 2035 S. Milestone Drive Salt Lake City, UT 84104 |  | Utah |  | 05/06/1969
Comfort Systems USA (Kentucky), Inc. 3405 Robards Court Louisville, KY 40218 |  | Kentucky |  | 02/10/1981
Comfort Systems USA (MidAtlantic), LLC 1057 Bill Tuck Highway South Boston, VA 24592 |  | Virginia |  | 01/01/2010
Comfort Systems USA (Midwest), LLC 2182 231st Lane Ames, IA 50014 |  | Iowa |  | 10/13/2009
Comfort Systems USA National Accounts, LLC 2655 Fortune Circle West, Suite E & F Indianapolis, IN 46241 |  | Indiana |  | 07/28/1998
Comfort Systems USA (Ohio), Inc. 7401 First Place Oakwood Village, OH 44146 |  | Ohio |  | 10/10/1979
Comfort Systems USA Puerto Rico, Inc. P.O. Box 4956, Suite 1134 Caguas, PR 00726 |  | Puerto Rico |  | 07/02/1991
Comfort Systems USA (South Central), Inc. 9745 Bent Oak Drive Houston, TX 77040 |  | Texas |  | 05/24/2007
Comfort Systems USA (Southeast), Inc. 435 Corday Street Pensacola, FL 32503 |  | Delaware |  | 03/24/1998
Comfort Systems USA (Southwest), Inc. 6875 W. Galveston Chandler, AZ 85226 |  | Arizona |  | 12/23/1977
Comfort Systems USA (Syracuse), Inc. 6500 New Venture Gear Drive East Syracuse, NY 13057 |  | New York |  | 03/08/1965

2

ENTITY NAME |  | DOMESTIC JURISDICTION |  | FORMATION DATE
Comfort Systems USA (Texas), L.P. 675 Bering, Suite 400 Houston, TX 77057 |  | Texas |  | 08/14/1998
Comfort Systems USA (Twin Cities), Inc. 675 Bering, Suite 400 Houston, TX 77057 |  | Minnesota |  | 08/01/2001
Comfort Systems USA (Western Michigan), Inc. 675 Bering, Suite 400 Houston, TX 77057 |  | Michigan |  | 07/21/1989
Control Concepts, LLC 3550 North Parkway, Suite 100 Cumming, GA 30040 |  | Georgia |  | 12/16/1996
Control Concepts Mechanical Services, LLC 3550 North Parkway, Suite 100 Cumming, GA 30040 |  | Georgia |  | 01/17/2008
CS53 Acquisition Corporation 675 Bering, Suite 400 Houston, TX 77057 |  | Delaware |  | 01/26/1999
Delcard Associates, LLC 675 Bering, Suite 400 Houston, TX 77057 |  | Delaware |  | 06/23/2000
Design Mechanical Incorporated 168 CTC Blvd., Suite #D Louisville, CO 80027 |  | Delaware |  | 10/30/1997
Dillingham & Smith Mechanical and Sheet Metal Contractors, LLC 2311 Kline Avenue Nashville, TN 37211 |  | Tennessee |  | 12/31/2003
Dyna Ten Corporation 4375 Diplomacy Road Fort Worth, TX 76155 |  | Texas |  | 06/26/1980
Dyna Ten Maintenance Services, LLC 4375 Diplomacy Road Fort Worth, TX 76155 |  | Texas |  | 08/07/2006
Eastern Heating & Cooling, Inc. 880 Broadway Albany, NY 12207-1316 |  | New York |  | 12/19/1988
Eastern Refrigeration Co., Inc. 880 Broadway Albany, NY 12207-1316 |  | New York |  | 01/30/1990
Granite State Holdings Company, Inc. 675 Bering, Suite 400 Houston, TX 77057 |  | Delaware |  | 11/02/2005
Granite State Plumbing & Heating, LLC 10 N. Riverdale Road Weare, NH 03281 |  | Delaware |  | 07/31/2001

3

ENTITY NAME |  | DOMESTIC JURISDICTION |  | FORMATION DATE
H & M Mechanical, Inc. 3100 Richard Arrington Jr. Blvd. North Birmingham, AL 35203 |  | Delaware |  | 06/25/1998
Helm Corporation 675 Bering, Suite 400 Houston, TX 77057 |  | Colorado |  | 10/26/1972
Hess Mechanical Corporation 9600 Fallard Court Upper Marlboro, MD 20772-6703 |  | Delaware |  | 03/17/1998
Hudson River Heating and Cooling, Inc. 675 Bering, Suite 400 Houston, TX 77057 |  | Delaware |  | 08/19/2005
H-VAC Supply, L.L.C. P.O. Box 4956, Suite 1134 Caguas, PR 00726 |  | Puerto Rico |  | 10/18/06
Mechanical Technical Services, Inc. 1720 Royston Lane Round Rock, TX 78664 |  | Texas |  | 05/24/2007
Merit Mechanical, Inc. 9630 153 rd Ave NE Redmond, WA 98052 |  | Washington |  | 02/14/1984
MJ Mechanical Services, Inc. 2040 Military Road Tonawanda, NY 14150 |  | Delaware |  | 12/12/1997
North American Mechanical, Inc. 4401 State Road 19 Windsor, WI 53598 |  | Delaware |  | 03/17/1998
Plant Services Incorporated 675 Bering, Suite 400 Houston, TX 77057 |  | Iowa |  | 07/02/1986
Quality Air Heating & Cooling, Inc. 3395 Kraft Avenue, SE Grand Rapids, MI 49512 |  | Michigan |  | 09/10/1980
Riddleberger Brothers, Inc. 6127 S. Valley Pike Mount Crawford, VA 22841 |  | Virginia |  | 12/22/1958
S.I. Goldman Company, Inc. 799 Bennett Drive Longwood, FL 32750 |  | Florida |  | 10/04/1976
S.M. Lawrence Company, Inc. 245 Preston Street Jackson, TN 38301 |  | Tennessee |  | 03/08/1973
SA Associates, Inc. 675 Bering, Suite 400 Houston, TX 77057 |  | Utah |  | 03/27/1984
Salmon & Alder, L.L.C. 675 Bering, Suite 400 Houston, TX 77057 |  | Utah |  | 07/08/1996

4

ENTITY NAME |  | DOMESTIC JURISDICTION |  | FORMATION DATE
Seasonair, Inc. 16001-A Industrial Drive Gaithersburg, MD 20877 |  | Maryland |  | 10/28/1966
Temp Right Service, Inc. 101 North Catlin Missoula, MT 59801 |  | Delaware |  | 09/25/1997
The Capital Refrigeration Company 619 E. Jefferson Street Montgomery, AL 36104 |  | Delaware |  | 08/06/1998

5

SCHEDULE III

to

SECOND AMENDED AND RESTATED SECURITY AGREEMENT

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

Grantor Official Name, Address of Principal Place of Business and Location of Records of Collateral |  | State of Organization |  | Entity Type |  | Charter/ID Number |  | Prior Names & Trade Names
Accu-Temp GP, Inc. 675 Bering, Suite 400 Houston, TX 77057 |  | Delaware |  | Corporation |  | 2898499 |  |
Accu-Temp LP, Inc. 675 Bering, Suite 400 Houston, TX 77057 |  | Delaware |  | Corporation |  | 2898748 |  |
ACI Mechanical, Inc. 2182 231 st Lane Ames, IA 50014 |  | Delaware |  | Corporation |  | 2913899 |  |
Acorn Industrial, LLC 7311 ACC Boulevard Raleigh, NC 27617 |  | North Carolina |  | Limited Liability Company |  | 0414387 |  | Acorn Industrial, Inc.
Air Systems Engineering, Inc. 3602 South Pine Street Tacoma, WA 98409 |  | Washington |  | Corporation |  | 600099211 |  |
AIRTEMP, INC. 11 Wallace Avenue South Portland, ME 04106 |  | Maine |  | Corporation |  | 20130432D |  |
ARC Comfort Systems USA, Inc. 675 Bering, Suite 400 Houston, TX 77057 |  | Delaware |  | Corporation |  | 2872674 |  |
Atlas-Accurate Holdings, L.L.C. 675 Bering, Suite 400 Houston, TX 77057 |  | Delaware |  | Limited Liability Company |  | 2985409 |  |
Atlas Comfort Systems USA, L.L.C. 675 Bering, Suite 400 Houston, TX 77057 |  | Delaware |  | Limited Liability Company |  | 4367814 |  | Atlas Air Conditioning Company, L.P.; Atlas Comfort Systems USA, L.P.; Atlas Comfort Systems USA; Atlas Comfort Systems Nevada; Comfort Systems USA Las Vegas

1

Grantor Official Name, Address of Principal Place of Business and Location of Records of Collateral |  | State of Organization |  | Entity Type |  | Charter/ID Number |  | Prior Names & Trade Names
Batchelor’s Mechanical Contractors, LLC 675 Bering, Suite 400 Houston, TX 77057 |  | Alabama |  | Limited Liability Company |  | D/C 081 557 |  | Batchelor’s Mechanical Contractors, Inc.
BCM Controls Corporation 30 Commerce Way Woburn, MA 01801 |  | Massachusetts |  | Corporation |  | 042842193 |  |
California Comfort Systems USA, Inc. 7740 Kenamar Court San Diego, CA 92121 |  | California |  | Corporation |  | 1201196 |  | TCP Company
ColonialWebb Contractors Company 2820 Ackley Avenue Richmond, VA 23228 |  | Virginia |  | Corporation |  | 0137512-0 |  | Comfort Systems USA (Carolinas), LLC
Comfort Systems USA (Arkansas), Inc. 4806 Rixey Road North Little Rock, AR 72117 |  | Delaware |  | Corporation |  | 2872673 |  |
Comfort Systems USA (Baltimore), LLC 675 Bering Drive, Suite 400 Houston, TX 77057 |  | Delaware |  | Limited Liability Company |  | 2955787 |  | Comfort Systems USA (Baltimore), Inc.; Comfort Systems USA Federal Services, LLC
Comfort Systems USA (Bristol), Inc. 294 Blevins Blvd. Bristol, VA 24202 |  | Delaware |  | Corporation |  | 2783665 |  | Fred Hayes Heating & Air Conditioning Service Co.; Comfort Systems USA New River (Bristol)
Comfort Systems USA Energy Services, Inc. 7 Waterside Crossing Windsor, CT 06095 |  | Delaware |  | Corporation |  | 2788605 |  | Comfort Systems USA (Hartford), Inc.
Comfort Systems USA G.P., Inc. 675 Bering, Suite 400 Houston, TX 77057 |  | Delaware |  | Corporation |  | 2932812 |  |
Comfort Systems USA (Intermountain), Inc. 2035 S. Milestone Drive Salt Lake City, UT 84104 |  | Utah |  | Corporation |  | 04982 |  | Contract Services; Salmon & Alder, LLC; SA Associates, Inc.; Martin Heating & Cooling
Comfort Systems USA (Kentucky), Inc. 3405 Robards Court Louisville, KY 40218 |  | Kentucky |  | Corporation |  | 0153687 |  | Rademaker Corporation; MELCO Industries, Inc.

2

Grantor Official Name, Address of Principal Place of Business and Location of Records of Collateral |  | State of Organization |  | Entity Type |  | Charter/ID Number |  | Prior Names & Trade Names
Comfort Systems USA (MidAtlantic), LLC 1057 Bill Tuck Highway South Boston, VA 24592 |  | Virginia |  | Limited Liability Company |  | S313150-7 |  | Comfort Systems USA (Carolinas), Inc.; Climate Control, Inc.; Climate Control, LLC; CCI Systems, Inc.
Comfort Systems USA (Midwest), LLC 2182 231st Lane Ames, IA 50014 |  | Iowa |  | Limited Liability Company |  | 387726 |  |
Comfort Systems USA National Accounts, LLC 2655 Fortune Circle West, Suite E & F Indianapolis, IN 46241 |  | Indiana |  | Limited Liability Company |  | 1998071673 |  | Accu-Temp, LLC
Comfort Systems USA (Ohio), Inc. 7401 First Place Oakwood Village, OH 44146 |  | Ohio |  | Corporation |  | 543269 |  |
Comfort Systems USA Puerto Rico, Inc. P.O. Box 4956, Suite 1134 Caguas, PR 00726 |  | Puerto Rico |  | Corporation |  | 78,907 |  | James Air Conditioning Enterprises, Inc.
Comfort Systems USA (South Central), Inc. 9745 Bent Oak Drive Houston, TX 77040 |  | Texas |  | Corporation |  | 801702880 |  | Atlas Comfort Systems USA; Accurate Air Systems, L.P.; Accurate Air Systems, Inc.
Comfort Systems USA (Southeast), Inc. 435 Corday Street Pensacola, FL 32503 |  | Delaware |  | Corporation |  | 2875705 |  | Comfort Systems USA (Atlanta), Inc.; H & M Mechanical, Inc.; Gulfside Mechanical, Inc.; Neel Mechanical Contractors, Inc.; Neel Mechanical, Inc.; Batchelor’s Mechanical Contractors
Comfort Systems USA (Southwest), Inc. 6875 W. Galveston Chandler, AZ 85226 |  | Arizona |  | Corporation |  | 113419 |  | Conditioned Air Mechanical Services, Inc.; The Bengtsson Group, Inc.; Tri-City Mechanical, Inc.; Madera Mechanical Company; Air Management Services, Inc.

3

Grantor Official Name, Address of Principal Place of Business and Location of Records of Collateral |  | State of Organization |  | Entity Type |  | Charter/ID Number |  | Prior Names & Trade Names
Comfort Systems USA (Syracuse), Inc. 6500 New Venture Gear Drive East Syracuse, NY 13057 |  | New York |  | Corporation |  | N/A |  | Armani Plumbing & Mechanical; ABJ Fire Protection Company; Woodcock & Associates, Inc.; Woodcock & Armani; Billone Mechanical Contractors
Comfort Systems USA (Texas), L.P. 675 Bering, Suite 400 Houston, TX 77057 |  | Texas |  | Limited Partnership |  | 00111578-10 |  |
Comfort Systems USA (Twin Cities), Inc. 675 Bering, Suite 400 Houston, TX 77057 |  | Minnesota |  | Corporation |  | 2P-1011 |  |
Comfort Systems USA (Western Michigan), Inc. 675 Bering, Suite 400 Houston, TX 77057 |  | Michigan |  | Corporation |  | 341-042 |  |
Control Concepts, LLC 3550 North Parkway, Suite 100 Cumming, GA 30040 |  | Georgia |  | Limited Liability Company |  | 12058032 |  | Control Concepts, Inc.
Control Concepts Mechanical Services, LLC 3550 North Parkway, Suite 100 Cumming, GA 30040 |  | Georgia |  | Limited Liability Company |  | 12058034 |  | Control Concepts Mechanical Services, Inc.
CS53 Acquisition Corporation 675 Bering, Suite 400 Houston, TX 77057 |  | Delaware |  | Corporation |  | 2997337 |  |
Delcard Associates, LLC 675 Bering, Suite 400 Houston, TX 77057 |  | Delaware |  | Limited Liability Company |  | 3250401 |  | Delcard Heating & Air Conditioning, Inc.
Design Mechanical Incorporated 168 CTC Blvd., Suite #D Louisville, CO 80027 |  | Delaware |  | Corporation |  | 2814928 |  | Western Building Services, Inc.; Breckenridge Mechanical, Inc.
Dillingham & Smith Mechanical and Sheet Metal Contractors, LLC 2311 Kline Avenue Nashville, TN 37211 |  | Tennessee |  | Limited Liability Company |  | 000460366 |  |

4

Grantor Official Name, Address of Principal Place of Business and Location of Records of Collateral |  | State of Organization |  | Entity Type |  | Charter/ID Number |  | Prior Names & Trade Names
Dyna Ten Corporation 4375 Diplomacy Road Fort Worth, TX 76155 |  | Texas |  | Corporation |  | 00523341-00 |  |
Dyna Ten Maintenance Systems, LLC 4375 Diplomacy Road Fort Worth, TX 76155 |  | Texas |  | Limited Liability Company |  | 800690724 |  |
Eastern Heating & Cooling, Inc. 880 Broadway Albany, NY 12207-1316 |  | New York |  | Corporation |  | N/A |  |
Eastern Refrigeration Co., Inc. 880 Broadway Albany, NY 12207-1316 |  | New York |  | Corporation |  | N/A |  |
Granite State Holdings Company, Inc. 675 Bering, Suite 400 Houston, TX 77057 |  | Delaware |  | Corporation |  | 4054936 |  |
Granite State Plumbing & Heating, LLC 10 N. Riverdale Road Weare, NH 03281 |  | Delaware |  | Limited Liability Company |  | 3420719 |  |
H & M Mechanical, Inc. 3100 Richard Arrington Jr. Blvd. North Birmingham, AL 35203 |  | Delaware |  | Corporation |  | 2913102 |  | Comfort Systems USA (Atlanta), Inc.; Helm Corporation; MidSouth Controls LLC
Helm Corporation 675 Bering, Suite 400 Houston, TX 77057 |  | Colorado |  | Corporation |  | 19871249912 |  |
Hess Mechanical Corporation 9600 Fallard Court Upper Marlboro, MD 20772-6703 |  | Delaware |  | Corporation |  | 2872661 |  |
Hudson River Heating and Cooling, Inc. 675 Bering, Suite 400 Houston, TX 77057 |  | Delaware |  | Corporation |  | 4018441 |  |
H-VAC Supply, L.L.C. P.O. Box 4956, Suite 1134 Caguas, PR 00726 |  | Puerto Rico |  | Limited Liability Company |  | 423 |  |

5

Grantor Official Name, Address of Principal Place of Business and Location of Records of Collateral |  | State of Organization |  | Entity Type |  | Charter/ID Number |  | Prior Names & Trade Names
Mechanical Technical Services, Inc. 1720 Royston Lane Round Rock, TX 78664 |  | Texas |  | Corporation |  | 801702874 |  | Mechanical Technical Services, L.P.; MTECH
Merit Mechanical, Inc. 9630 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 |  |

6

Grantor Official Name, Address of Principal Place of Business and Location of Records of Collateral |  | State of Organization |  | Entity Type |  | Charter/ID Number |  | Prior Names & Trade Names
Seasonair, Inc. 16001-A Industrial Drive Gaithersburg, MD 20877 |  | Maryland |  | Corporation |  | D0193599 |  |
Temp Right Service, Inc. 101 North Catlin Missoula, MT 59801 |  | Delaware |  | Corporation |  | 2800213 |  | Carson Brothers
The Capital Refrigeration Company 619 E. Jefferson Street Montgomery, AL 36104 |  | Delaware |  | Corporation |  | 2930477 |  |

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

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

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

7

SCHEDULE I

to

SECOND AMENDED AND RESTATED PLEDGE AGREEMENT

Part A

Pledged Shares

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

1

|  | Pledged Entity |  | Class of Common Stock |  | Stock Certificate Number(s) |  | Number of Shares |  | Pledgor(s)/Percentage of Outstanding Shares |
23. |  | Comfort Systems USA National Accounts, LLC |  | N/A |  | N/A |  | N/A |  | 1% member interest — Accu-Temp GP, Inc. 99% member interest — Accu-Temp LP, Inc. |
24. |  | Comfort Systems USA (Ohio), Inc. |  | Common |  | CS1 |  | 100 |  | 100% of shares owned by Borrower |
25. |  | Comfort Systems USA Puerto Rico, Inc. |  | Common |  | CS1 |  | 100 |  | 100% of shares owned by Borrower |
26. |  | Comfort Systems USA (South Central), Inc. |  | Common |  | CS1 |  | 100 |  | 100% of shares owned by Borrower |
27. |  | Comfort Systems USA (Southeast), Inc. |  | Common |  | CS1 |  | 100 |  | 100% of shares owned by Borrower |
28. |  | Comfort Systems USA (Southwest), Inc. |  | Common |  | CS1 |  | 100 |  | 100% of shares owned by Borrower |
29. |  | Comfort Systems USA (Syracuse), Inc. |  | Common |  | CS1 |  | 100 |  | 100% of shares owned by Borrower |
30. |  | Comfort Systems USA (Texas), L.P. |  | N/A |  | N/A |  | N/A |  | 1% general partner interest — Comfort Systems USA GP, Inc. 99% limited partner interest — Tri-City Mechanical, Inc. |
31. |  | Comfort Systems USA (Twin Cities), Inc. |  | Common |  | CS1 |  | 100 |  | 100% of shares owned by Borrower |
32. |  | Comfort Systems USA (Western Michigan), Inc. |  | Common |  | CS1 |  | 100 |  | 100% of shares owned by Borrower |
33. |  | Control Concepts, LLC |  | Common |  | N/A |  | N/A |  | 100% of member interest — Comfort Systems USA (Southeast), Inc. |
34. |  | Control Concepts Mechanical Services, LLC |  | Common |  | N/A |  | N/A |  | 100% of member interest — Comfort Systems USA (Southeast), Inc. |
35. |  | CS53 Acquisition Corporation |  | Common |  | CS1 |  | 100 |  | 100% of shares owned by Borrower |
36. |  | Delcard Associates, LLC |  | N/A |  | N/A |  | N/A |  | 100% of member interest — Seasonair, Inc. |
37. |  | Design Mechanical Incorporated |  | Common |  | CS1 |  | 100 |  | 100% of shares owned by Borrower |
38. |  | Dillingham & Smith Mechanical and Sheet Metal Contractors, LLC |  | N/A |  | N/A |  | N/A |  | 100% member interest — Comfort Systems USA (Tennessee), Inc. |
39. |  | Dyna Ten Corporation |  | Common |  | CS1 |  | 100 |  | 100% of shares owned by Borrower |
40. |  | Dyna Ten Maintenance Services, LLC |  | N/A |  | N/A |  | N/A |  | 100% member interest — Dyna Ten Corporation |
41. |  | Eastern Heating & Cooling, Inc. |  | Common |  | CS1 |  | 100 |  | 100% of shares owned by Borrower |
42. |  | Eastern Refrigeration Co., Inc. |  | Common |  | CS1 |  | 100 |  | 100% of shares owned by Borrower |
43. |  | Granite State Holdings Company, Inc. |  | Common |  | CS1 |  | 100 |  | 100% of shares owned by Borrower |

2

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

3