AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT AND AMENDMENT TO OTHER LOAN DOCUMENTS
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 XXXXX 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.”
(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 Xxxx-Xxxxx Xxxx 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
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:
“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”.
(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”.
(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:
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Four Fiscal Quarters Ending |
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Maximum Total Leverage |
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June 30, 2013 through December 31, 2014 |
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3.00 to 1.00 |
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March 31, 2015 through December 31, 2015 |
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2.75 to 1.00 |
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March 31, 2016 through maturity |
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2.50 to 1.00 |
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(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.”
(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.”
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
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) Xxxxxxxxx & Xxxxxxxx LLP, counsel for Restricted Persons, in form and substance reasonably satisfactory to the Agent; and (ii) Xxxxx XxXxxxx, 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.
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]
IN WITNESS WHEREOF, the parties are signing this Amendment as of the date first above written.
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COMFORT SYSTEMS USA, INC., | |
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Borrower | |
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By: |
/s/ Xxxxxxx Xxxxxx III |
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Xxxxxxx Xxxxxx III |
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Executive Vice President and |
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Chief Financial Officer |
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Address: | |
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000 Xxxxxx, Xxxxx 000 | |
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Xxxxxxx, Xxxxx 00000 | |
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Attention: Xxxxxxx Xxxxxx III | |
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Telephone: (000) 000-0000 | |
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Fax: (000) 000-0000 | |
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.
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ACCU-TEMP GP, INC. |
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ACCU-TEMP LP, INC. |
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ACI MECHANICAL, INC. |
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ACORN INDUSTRIAL, LLC, by Comfort Systems USA (MidAtlantic), LLC, as Sole Managing Member |
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AIR SYSTEMS ENGINEERING, INC. |
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AIRTEMP, INC. |
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ARC COMFORT SYSTEMS USA, INC. |
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ATLAS-ACCURATE HOLDINGS, L.L.C., by CS53 Acquisition Corp., as Sole Managing Member |
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ATLAS COMFORT SYSTEMS USA, INC. |
Signature Page to Amendment No. 2
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ATLAS COMFORT SYSTEMS USA, L.L.C., by Xxxx Mechanical Corporation, as Sole Managing Member |
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XXXXXXXXX’X MECHANICAL CONTRACTORS, LLC, by H & M Mechanical, Inc., as Sole Managing Member |
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BCM CONTROLS CORPORATION |
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COLONIALWEBB CONTRACTORS COMPANY |
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CALIFORNIA COMFORT SYSTEMS USA, INC. |
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COMFORT SYSTEMS USA (ARKANSAS), INC. |
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COMFORT SYSTEMS USA (BALTIMORE), LLC, by Xxxx Mechanical Corporation, as Sole Managing Member |
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COMFORT SYSTEMS USA (BRISTOL), INC. |
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COMFORT SYSTEMS USA ENERGY SERVICES, INC. |
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COMFORT SYSTEMS USA G.P., INC. |
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COMFORT SYSTEMS USA (INTERMOUNTAIN), INC. |
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COMFORT SYSTEMS USA (KENTUCKY), INC. |
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COMFORT SYSTEMS USA (MIDATLANTIC), LLC, by Xxxxxxxxxxxx Brothers, Inc., as Sole Managing Member |
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COMFORT SYSTEMS USA (MIDWEST), LLC, by Plant Services Incorporated, as Sole Managing Member |
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COMFORT SYSTEMS USA NATIONAL ACCOUNTS, LLC, by Accu-Temp LP, Inc., as Managing Member |
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COMFORT SYSTEMS USA (OHIO), INC. |
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COMFORT SYSTEMS USA PUERTO RICO, INC. |
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COMFORT SYSTEMS USA (SOUTH CENTRAL), INC. |
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COMFORT SYSTEMS USA (SOUTHEAST), INC. |
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COMFORT SYSTEMS USA (SOUTHWEST), INC. |
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COMFORT SYSTEMS USA (SYRACUSE), INC. |
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COMFORT SYSTEMS USA (TEXAS), L.P., by Comfort Systems USA G.P., Inc., as general partner |
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COMFORT SYSTEMS USA (TWIN CITIES), INC. |
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COMFORT SYSTEMS USA (WESTERN MICHIGAN), INC. |
Signature Page to Amendment No. 2
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CONTROL CONCEPTS, LLC, by Comfort Systems USA (Southeast), Inc., as Sole Managing Member |
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CONTROL CONCEPTS MECHANICAL SERVICES, LLC, by Comfort Systems USA (Southeast), Inc., as Sole Managing Member |
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CS53 ACQUISITION CORP. |
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DELCARD ASSOCIATES, LLC, by Seasonair, Inc., as Sole Managing Member |
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DESIGN MECHANICAL INCORPORATED |
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XXXXXXXXXX & XXXXX MECHANICAL AND SHEET METAL CONTRACTORS, LLC, by X.X. Xxxxxxxx Company, Inc., as Sole Managing Member |
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EASTERN HEATING & COOLING, INC. |
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EASTERN REFRIGERATION CO., INC. |
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GRANITE STATE HOLDINGS COMPANY, INC. |
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GRANITE STATE PLUMBING & HEATING, LLC, by Granite State Holdings Company, Inc., as Sole Managing Member |
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H&M MECHANICAL, INC. |
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HELM CORPORATION |
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XXXX MECHANICAL CORPORATION |
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XXXXXX RIVER HEATING AND COOLING, INC. |
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H-VAC SUPPLY, L.L.C., by Comfort Systems USA Puerto Rico, Inc., as Sole Managing Member |
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MECHANICAL TECHNICAL SERVICES, INC. |
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MERIT MECHANICAL, INC. |
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MJ MECHANICAL SERVICES, INC. |
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NORTH AMERICAN MECHANICAL, INC. |
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PLANT SERVICES INCORPORATED |
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QUALITY AIR HEATING & COOLING, INC. |
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XXXXXXXXXXXX BROTHERS, INC. |
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S.I. XXXXXXX COMPANY, INC. |
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X.X. XXXXXXXX COMPANY, INC. |
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SA ASSOCIATES, INC. |
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SALMON & ALDER, L.L.C., by SA Associates, Inc., as Sole Managing Member |
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SEASONAIR, INC. |
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TEMP-RIGHT SERVICE, INC. |
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THE CAPITAL REFRIGERATION COMPANY |
Signature Page to Amendment No. 2
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By: |
/s/ Xxxxxxx Xxxxxx III |
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Xxxxxxx Xxxxxx III |
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Vice President and Assistant Secretary |
Signature Page to Amendment No. 2
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XXXXX FARGO BANK, NATIONAL ASSOCIATION, | ||
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Agent and a Lender | ||
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By: |
/s/ Xxxx Xxxxx | |
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Name: |
Xxxx Xxxxx | |
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Title: |
Senior Vice President | |
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Address: | ||
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Xxxxx Fargo Bank, National Association | ||
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0000 Xxxxxxxxx, 0xx Xxxxx | ||
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Xxxxxxx, Xxxxx 00000 | ||
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Attention: |
Xxxx Xxxxx — MacT0002-032 | |
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Telephone: |
000-000-0000 | |
|
|
Fax: |
000-000-0000 | |
Signature Page to Amendment No. 2
|
|
CAPITAL ONE, N.A., | ||
|
|
Lender | ||
|
|
| ||
|
|
| ||
|
|
By: |
/s/ Xxxxxx Xxxxxxxx | |
|
|
Name: |
Xxxxxx Xxxxxxxx | |
|
|
Title: |
Vice President | |
|
|
| ||
|
|
| ||
|
|
Address: | ||
|
|
| ||
|
|
Capital One, N.A. | ||
|
|
0000 Xxxxxxxxxx, Xxxxx 000 | ||
|
|
Xxxxxxx, Xxxxx 00000 | ||
|
|
Attention: |
Xxxxxx Xxxxxxxx | |
|
|
Telephone: |
000-000-0000 | |
|
|
Fax: |
000-000-0000 | |
Signature Page to Amendment No. 2
|
|
BOKF, NA dba BANK OF TEXAS, | ||
|
|
Lender | ||
|
|
| ||
|
|
| ||
|
|
By: |
/s/ H. Xxxxxxx Xxxxxxxx | |
|
|
Name: |
H. Xxxxxxx Xxxxxxxx | |
|
|
Title: |
Senior Vice President | |
|
|
| ||
|
|
| ||
|
|
Address: | ||
|
|
| ||
|
|
BOKF, NA dba Bank of Texas | ||
|
|
5 Houston Center | ||
|
|
0000 XxXxxxxx, Xxxxx 0000 | ||
|
|
Xxxxxxx, Xxxxx 00000 | ||
|
|
Attention: |
Xxxxx Xxxxx | |
|
|
Telephone: |
000-000-0000 | |
|
|
Fax: |
000-000-0000 | |
Signature Page to Amendment No. 2
|
|
REGIONS BANK, | ||
|
|
Lender | ||
|
|
| ||
|
|
| ||
|
|
By: |
/s/ Xxxxx X. Xxxxxxxx | |
|
|
Name: |
Xxxxx X. Xxxxxxxx | |
|
|
Title: |
Senior Vice President | |
|
|
| ||
|
|
| ||
|
|
Address: | ||
|
|
| ||
|
|
Regions Bank | ||
|
|
0000 Xxxxxxx Xxxxx, Xxxxx 000 | ||
|
|
Xxxxxxx, Xxxxx 00000 | ||
|
|
Attention: |
Xxxxx X. Xxxxxxxx | |
|
|
Telephone: |
000-000-0000 | |
|
|
Fax: |
000-000-0000 | |
Signature Page to Amendment No. 2
|
|
BRANCH BANK & TRUST COMPANY, | ||
|
|
Lender | ||
|
|
| ||
|
|
| ||
|
|
By: |
/s/ Xxxx XxXxxx | |
|
|
Name: |
Xxxx XxXxxx | |
|
|
Title: |
Senior Vice President | |
|
|
| ||
|
|
| ||
|
|
Address: | ||
|
|
| ||
|
|
Branch Bank & Trust Company | ||
|
|
000 Xxxx Xxxxxx Xxxxxx, 00xx Xxxxx | ||
|
|
Xxxxxxx-Xxxxx, Xxxxx Xxxxxxxx 00000 | ||
|
|
Attention: |
Xxxxx Xxxxxxxxx | |
|
|
Telephone: |
000-000-0000 | |
|
|
Fax: |
000-000-0000 | |
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 |
|
LEVEL I |
|
LEVEL II |
|
LEVEL III |
|
LEVEL IV |
|
|
Eurodollar Rate Margin |
|
1.25 |
% |
1.50 |
% |
1.75 |
% |
2.00 |
% |
|
Base Rate Margin |
|
0.25 |
% |
0.50 |
% |
0.75 |
% |
1.00 |
% |
|
APPLICABLE |
|
LEVEL I |
|
LEVEL II |
|
LEVEL III |
|
LEVEL IV |
|
|
Commitment Fee Rate |
|
0.20 |
% |
0.25 |
% |
0.30 |
% |
0.35 |
% |
|
LETTER OF CREDIT |
|
LEVEL I |
|
LEVEL II |
|
LEVEL III |
|
LEVEL IV |
|
|
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.
“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.
SCHEDULE 3.1
LENDERS SCHEDULE
|
Domestic Lending Office |
|
Eurodollar |
|
Percentage |
|
Revolving Loan |
| |
|
|
|
|
|
|
|
|
| |
|
Xxxxx Fargo Bank, N.A. |
|
Same |
|
28.6 |
% |
$ |
50,000,000 |
|
|
|
|
|
|
|
|
|
| |
|
BOKF, NA dba Bank of Texas |
|
Same |
|
20.0 |
% |
$ |
35,000,000 |
|
|
|
|
|
|
|
|
|
| |
|
Capital One, N.A. |
|
Same |
|
20.0 |
% |
$ |
35,000,000 |
|
|
|
|
|
|
|
|
|
| |
|
Regions Bank |
|
Same |
|
17.1 |
% |
$ |
30,000,000 |
|
|
|
|
|
|
|
|
|
| |
|
Branch Bank & Trust Company |
|
Same |
|
14.3 |
% |
$ |
25,000,000 |
|
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 |
|
000 Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000 |
|
000 Xxxx Xxx Xxxx Xxxxx 000, Xxxxxxx, Xxxxx 00000 |
|
|
|
ACI Mechanical, Inc. |
|
Principal Place of Business |
|
0000 X. Xxxx Xxxxxx, Xxxx, Xxxx 00000 |
|
|
|
|
|
ARC Comfort Systems USA, Inc. |
|
Principal Place of Business |
|
000 Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000 |
|
000 Xxxx Xxx Xxxx., Xxxxx 000, Xxxxxxx, XX 00000 |
|
|
|
Accu-Temp GP, Inc. |
|
Principal Place of Business |
|
000 Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000 |
|
000 Xxxx Xxx Xxxx Xxxxx 000, Xxxxxxx, Xxxxx 00000 |
|
|
|
Accu-Temp LP, Inc. |
|
Principal Place of Business |
|
000 Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000 |
|
000 Xxxx Xxx Xxxx Xxxxx 000, Xxxxxxx, Xxxxx 00000 |
|
|
|
Acorn Industrial, LLC |
|
Principal Place of Business |
|
0000 XXX Xxxxxxxxx, Xxxxxxx, Xxxxx Xxxxxxxx 00000 |
|
|
|
Acorn Industrial, Inc. |
|
Air Systems Engineering, Inc. |
|
Principal Place of Business |
|
0000 Xxxxx Xxxx Xxxxxx, Xxxxxx, Xxxxxxxxxx 00000 |
|
|
|
|
|
AirTemp, Inc. |
|
Principal Place of Business |
|
00 Xxxxxxx Xxxxxx, Xxxxx Xxxxxxxx, Xxxxx 00000 |
|
|
|
|
|
Atlas-Accurate Holdings, L.L.C. |
|
Principal Place of Business |
|
000 Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000 |
|
000 Xxxx Xxx Xxxx. Xxxxx 000, Xxxxxxx, Xxxxx 00000 |
|
|
|
Atlas Comfort Systems USA, Inc. |
|
Principal Place of Business |
|
000 Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000 |
|
0000 Xxxxxxxxxxx, Xxxxxxx, Xxxxx 00000 |
|
|
|
|
|
|
|
|
|
PRIOR |
|
PRIOR NAMES |
|
ENTITY NAME |
|
ADDRESS TYPE |
|
ADDRESS |
|
ADDRESSES |
|
& TRADE NAMES |
|
Atlas Comfort Systems USA, L.L.C. |
|
Principal Place of Business |
|
000 Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000 |
|
0000 Xxxx Xxx Xxxxx, Xxxxxxx, Xxxxx 00000
0000 Xxxxxxxxxxx, Xxxxxxx, Xxxxx 00000 |
|
Atlas Air Conditioning Company, L.P.
Atlas Comfort Systems USA, L.P.
Atlas Comfort Systems USA |
|
|
|
Satellite |
|
0000 X. Xxxxxx Xxxx, Xxxxx X-00, Xxxxxxxxxx, Xxxxx 00000 |
|
00000 Xxxxxxx Xxxxx, Xxxxxxxx, Xxxxxxxx 00000
00000 Xxxxxx Xxxxx, Xxxxx X, Xxxxxx Xxxx Xxxxx, Xxxxxxx 00000
000 Xxxx Xxxxxxxxxx Xxxxxx, Xxx Xxxxx, Xxxxxx 00000
000 Xxxxxxxx Xxxxxx, Xxxxx X, Xxxxxxx, Xxxxxxxxxx 00000 |
|
Atlas Comfort Systems Nevada
Comfort Systems USA Las Vegas |
|
Xxxxxxxxx’x Mechanical Contractors, LLC |
|
Principal Place of Business |
|
00000 Xxxxxxxxxx Xxxxx, Xxxxxx, Xxxxxxx 00000 |
|
0000 Xxx Xxxxx Xxxx, Xxxxxx, Xxxxxxx 00000 |
|
Xxxxxxxxx’x Mechanical Contractors, Inc. |
|
BCM Controls Corporation |
|
Principal Place of Business |
|
00 Xxxxxxxx Xxx, Xxxxxx, Xxxxxxxxxxxxx 00000 |
|
|
|
|
|
California Comfort Systems USA, Inc. |
|
Principal Place of Business |
|
0000 Xxxxxxx Xxxxx, Xxx Xxxxx, Xxxxxxxxxx 00000 |
|
0000 Xxxxxxxxxxxx Xxxxxx, Xxx Xxxxx, XX 00000
000 Xxxxxx Xxx, Xxxxxxxxx, XX 00000
0000 Xxxxxxxxx Xxx., Xxx Xxxxx, XX 00000 |
|
TCP Company |
|
|
|
|
|
|
|
PRIOR |
|
PRIOR NAMES |
|
ENTITY NAME |
|
ADDRESS TYPE |
|
ADDRESS |
|
ADDRESSES |
|
& TRADE NAMES |
|
ColonialWebb Contractors Company |
|
Principal Place of Business |
|
0000 Xxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000 |
|
|
|
Comfort Systems USA (Carolinas) |
|
|
|
Satellite |
|
0000 Xxxxxxxxx Xxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 |
|
|
|
|
|
|
|
Satellite |
|
0 Xxxxxx Xxxxx, Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000 |
|
|
|
|
|
|
|
Satellite |
|
000 Xxxxxxxx Xxxxxx Xxxx, Xxxxxxxxxxxx, Xxxxxxxx 00000 |
|
|
|
|
|
|
|
Satellite |
|
0000 Xxxxxxx Xxxxx, Xxxxxxxx, Xxxxxxxx 00000 |
|
|
|
|
|
|
|
Satellite |
|
000X Xxxxxxxx Xxxx, Xxxxxxx Xxxx, Xxxxxxxx 00000 |
|
|
|
|
|
|
|
Satellite |
|
0000 Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000 |
|
|
|
|
|
|
|
Satellite |
|
0000 Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxx Xxxxxxxx 00000 |
|
|
|
|
|
|
|
Satellite |
|
0000-X Xxxxxxxx Xxxx, Xxxxxxx, Xxxxxxxx 00000 |
|
|
|
|
|
Comfort Systems USA (Arkansas), Inc. |
|
Principal Place of Business |
|
0000 Xxxxx Xxxx, Xxxxx Xxxxxx Xxxx, Xxxxxxxx 00000 |
|
|
|
|
|
|
|
Satellite |
|
000 Xxxxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxx 00000 |
|
0000 Xxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxxx 00000 |
|
|
|
Comfort Systems USA (Baltimore), LLC |
|
Principal Place of Business |
|
000 Xxxxxx Xxxxx, Xxxxx 000 Xxxxxxx, Xxxxx 00000 |
|
0000 Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxx 00000
0000 Xxxxxxxx Xxxx Xxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxxx 00000 |
|
Comfort Systems USA (Baltimore), Inc.
Comfort Systems USA Federal Services, LLC |
|
|
|
|
|
|
|
PRIOR |
|
PRIOR NAMES |
|
ENTITY NAME |
|
ADDRESS TYPE |
|
ADDRESS |
|
ADDRESSES |
|
& TRADE NAMES |
|
Comfort Systems USA (Bristol), Inc. |
|
Principal Place of Business |
|
000 Xxxxxxx Xxxx., Xxxxxxx, Xxxxxxxx 00000-0000 |
|
|
|
Xxxx Xxxxx Heating & Air Conditioning Service Co.
Comfort Systems USA New River (Bristol) |
|
|
|
Satellite |
|
000 Xx. Xxxx Xxxx, Xxxxx, Xxxxxxxx 00000 |
|
|
|
|
|
Comfort Systems USA Energy Services, Inc. |
|
Principal Place of Business |
|
0 Xxxxxxxxx Xxxxxxxx, Xxxxxxx, Xxxxxxxxxxx 00000 |
|
00 Xxxxx Xxxxxx Xxxx Xxx. X, Xxxxxxx, Xxxxxxxxxxx 00000 |
|
Comfort Systems USA (Hartford), Inc. |
|
|
|
Satellite |
|
000 X. Xxxxxxxxxxx Xxxx, #000, Xxxxxx Xxxx, Xxxxxxxx 00000 |
|
|
|
|
|
Comfort Systems USA G.P., Inc. |
|
Principal Place of Business |
|
000 Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000 |
|
000 Xxxx Xxx Xxxx. Xxxxx 000, Xxxxxxx, Xxxxx 00000 |
|
|
|
Comfort Systems USA (Intermountain), Inc. |
|
Principal Place of Business |
|
0000 X. Xxxxxxxxx Xxxxx, Xxxx Xxxx Xxxx, Xxxx 00000 |
|
|
|
Contract Services
Salmon & Alder, LLC
SA Associates, Inc.
Xxxxxx Heating & Cooling |
|
Comfort Systems USA (Kentucky), Inc. |
|
Principal Place of Business |
|
0000 Xxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxx 00000 |
|
|
|
Xxxxxxxxx Corporation
MELCO |
|
|
|
Satellite |
|
0000 Xxxxxxxxxx Xxxx, Xxxx 0 Xxxx, Xxxxxxx Xxxxx, Xxxxxxxx 00000 |
|
0000 Xxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxx 00000 |
|
|
|
|
|
|
|
|
|
PRIOR |
|
PRIOR NAMES |
|
ENTITY NAME |
|
ADDRESS TYPE |
|
ADDRESS |
|
ADDRESSES |
|
& TRADE NAMES |
|
Comfort Systems USA (MidAtlantic), LLC |
|
Principal Place of Business |
|
0000 Xxxx Xxxx Xxxxxxx, Xx Xxxxxx, Xxxxxxxx 00000 |
|
0000 Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxx Xxxxxxxx 00000
0000 Xxxxxxxxx Xxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 |
|
Comfort Systems USA (Carolinas), Inc.
Climate Control, Inc.
Climate Control, LLC
CCI Systems, Inc. |
|
Comfort Systems USA (Midwest), LLC |
|
Principal Place of Business |
|
0000 X. Xxxx Xxx. Xxxx, Xxxx 00000 |
|
0000 XX 00xx Xx. #00, Xxxxxx, Xxxx 00000
0000 Xxxxxxx Xxxx., Xxxxx 0, Xxxxx, Xxxx 00000 |
|
|
|
Comfort Systems USA National Accounts, LLC |
|
Principal Place of Business |
|
0000 Xxxxxxx Xxxxxx Xxxx, Xxxxx X-X, Xxxxxxxxxxxx, Xxxxxxx 00000 |
|
|
|
Accu-Temp, LLC
|
|
Comfort Systems USA (Ohio), Inc. |
|
Principal Place of Business |
|
0000 Xxxxx Xxxxx, Xxxxxxx Xxxxxxx, Xxxx 00000 |
|
00000 Xxxxx Xxxxxxxxxx Xxxxxxx, Xxxxx, Xxxx 00000 |
|
|
|
|
|
Satellite |
|
0000 X. Xxxxxx Xxxx, Xxxxxxxxxxx, Xxxx 00000 |
|
|
|
|
|
|
|
Satellite |
|
0000 Xxxxx Xxxx Xxxx, Xxxxxxxxxx, Xxxx 00000 |
|
|
|
|
|
|
|
Satellite |
|
000 X Xxxxxxxx Xxxxx Xxxx., Xxxxxxxxxxx, Xx 00000 |
|
000 X Xxxxxxxx Xxxxx Xxxx., Xxxxxxxxxxx, Xx 00000 |
|
|
|
Comfort Systems USA Puerto Rico, Inc. |
|
Principal Place of Business |
|
X.X. Xxx 0000 Xxx 0000, Xxxxxx, Xxxxxx Xxxx 00000-0000 Road #1, KM 27.5; Int. Sector El Xxxxxxxx; B. Rio Xxxxx; Caguas, Xxxxxx Xxxx 00000 |
|
Xxxxxx, XX 00000-0000 Xxxx #0XX -00 XX.X X.X., Xxx Xxxxxxxxx, XX 00000 |
|
Xxxxx Air Conditioning Enterprises, Inc. |
|
|
|
|
|
|
|
PRIOR |
|
PRIOR NAMES |
|
ENTITY NAME |
|
ADDRESS TYPE |
|
ADDRESS |
|
ADDRESSES |
|
& TRADE NAMES |
|
Comfort Systems USA (South Central), Inc. |
|
Principal Place of Business |
|
0000 Xxxx Xxx Xxxxx, Xxxxxxx, Xxxxx 00000 |
|
|
|
Accurate Air Systems, Inc.
Atlas Comfort Systems USA
Accurate Air Systems, L.P. |
|
Comfort Systems USA (Southeast), Inc. |
|
Principal Place of Business |
|
000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx 00000 |
|
|
|
Comfort Systems USA (Atlanta), Inc.
H & M Mechanical, Inc.
Gulfside Mechanical, Inc.
Xxxx Mechanical Contractors, Inc.
Xxxx Mechanical, Inc.
Xxxxxxxxx’x Mechanical Contractors |
|
|
|
Satellite |
|
000 Xxxxxxxxxx Xxxxx, Xxxxxxxxxxx, Xxxxxxx 00000 |
|
|
|
|
|
|
|
Satellite |
|
00000 X. XX Xxx 00, Xxxxxx, Xxxxxxx 00000 |
|
000 Xxxxxxxxx Xxxx, Xxxxxx, Xxxxxxx 00000 |
|
|
|
|
|
Satellite |
|
0000 Xxxxxx Xxxx Xxxxx, Xxxxxx, Xxxxxxx 00000 |
|
0000 Xxxxx Xxxxx, Xxxxxx, Xxxxxxx 00000 |
|
|
|
|
|
Satellite |
|
0000 Xxx Xxxxx Xxxxx, Xxxxxxxx, Xxxxxxx 00000 |
|
|
|
|
|
|
|
Satellite |
|
0000 Xxxxxxxxx Xxxxxxx Xx., Xxxxx 000, Xxxx.0, Xxxxxxxx, Xxxxxxx 00000 |
|
|
|
|
|
|
|
Satellite |
|
0000 Xxx Xxxx Xxxx, Xxxxx, Xxxxxxx 00000 |
|
|
|
|
|
|
|
|
|
|
|
PRIOR |
|
PRIOR NAMES |
|
ENTITY NAME |
|
ADDRESS TYPE |
|
ADDRESS |
|
ADDRESSES |
|
& TRADE NAMES |
|
|
|
Satellite |
|
0000 XxXxxxx Xxxx, Xxxxxx Xxxx Xxxxx, Xxxxxxx 00000 |
|
0000 Xxxxxxx 00, Xxx X, Xxxx Xxxxx, Xxxxxxx 00000 |
|
|
|
|
|
Satellite |
|
0000 Xxxxxxxx Xxxx Xxxxx, Xxxxx X, Xxxxxxxx, Xxxxxxx 00000 |
|
0000 Xxxxxxxx Xx., Xxxxx X, Xxxxxxxx, Xxxxxxx 00000
0000 Xxxx Xxxx, Xxxxx 00X, Xxxxxx, Xxxxxxx 00000 |
|
|
|
|
|
Satellite |
|
000 Xxxxx X. Xxxxxxxx Xx., #0, Xxxxx, Xxxxxxx 00000 |
|
|
|
|
|
Comfort Systems USA (Southwest), Inc. |
|
Principal Place of Business |
|
0000 X. Xxxxxxxxx, Xxxxxxxx, Xxxxxxx 00000 |
|
|
|
Conditioned Air Mechanical Services, Inc.
The Bengtsson Group, Inc.
Madera Mechanical Company
Tri-City Mechanical, Inc. |
|
|
|
Satellite |
|
0000 X. 00xx, Xxxxxx, Xxxxxxx 00000 |
|
0000 X. Xxxxxxxxx Xxxx., Xxxxx 000, Xxxxxx, XX 00000
0000 X. Xxxxx Xxxx #0, Xxxxxx, Xxxxxxx 00000 |
|
|
|
|
|
Satellite |
|
0000 Xxxx Xxx Xxxx Xxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxx 00000 |
|
|
|
|
|
|
|
Satellite |
|
0000 Xxxxxxxxxx Xxxxxx, Xxxxx X, Xxxxxxx, Xxxxxxxxxx 00000 |
|
|
|
|
|
|
|
Satellite |
|
0000 X. Xxxxxx Xx., Xxxxxx, Xxxxxxx 00000 |
|
|
|
|
|
|
|
Satellite |
|
0000 X. Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx 00000 |
|
|
|
|
|
|
|
|
|
|
|
PRIOR |
|
PRIOR NAMES |
|
ENTITY NAME |
|
ADDRESS TYPE |
|
ADDRESS |
|
ADDRESSES |
|
& TRADE NAMES |
|
|
|
Satellite |
|
0000 Xxxxx Xxxx Xxxxxx, Xxxxx X, Xxxxxxx, Xxxxxxxxxx 00000 |
|
|
|
|
|
Comfort Systems USA (Syracuse), Inc. |
|
Principal Place of Business |
|
6500 New Venture Xxxx Xxxxx, Xxxx Xxxxxxxx, Xxx Xxxx 00000 |
|
|
|
Armani Plumbing & Mechanical
ABJ Fire Protection Company
Xxxxxxxx & Associates, Inc.
Xxxxxxxx & Armani
Xxxxxxx Mechanical Contractors |
|
|
|
Satellite |
|
000 Xxxxxxx Xxx, Xxxxxxxxx, Xxx Xxxx 00000 |
|
|
|
|
|
Comfort Systems USA (Texas), L.P. |
|
Principal Place of Business |
|
000 Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000 |
|
000 Xxxx Xxx Xxxx. Xxxxx 000, Xxxxxxx, Xxxxx 00000 |
|
|
|
Comfort Systems USA (Twin Cities), Inc. |
|
Principal Place of Business |
|
000 Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000 |
|
000 Xxxx Xxx Xxxx, Xxxxx 000, Xxxxxxx, XX 00000
0000 Xxxxxxxx Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 |
|
|
|
Comfort Systems USA (Western Michigan), Inc. |
|
Principal Place of Business |
|
000 Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000 |
|
000 Xxxx Xxx Xxxx. Xxxxx 000, Xxxxxxx, Xxxxx 00000
000 Xxxxx Xxxxxxxxx Xx., Xxxxxxxxxx, XX 00000 |
|
|
|
Control Concepts, LLC |
|
Principal Place of Business |
|
0000 Xxxxx Xxxxxxx, Xxxxx 000 Xxxxxxx, Xxxxxxx 00000 |
|
|
|
Control Concepts, Inc. |
|
Control Concepts Mechanical Services, LLC |
|
Principal Place of Business |
|
0000 Xxxxx Xxxxxxx, Xxxxx 000 Xxxxxxx, Xxxxxxx 00000 |
|
|
|
Control Concepts Mechanical Services, Inc. |
|
|
|
|
|
|
|
PRIOR |
|
PRIOR NAMES |
|
ENTITY NAME |
|
ADDRESS TYPE |
|
ADDRESS |
|
ADDRESSES |
|
& TRADE NAMES |
|
XX00 Xxxxxxxxxxx Corp. |
|
Principal Place of Business |
|
000 Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000 |
|
000 Xxxx Xxx Xxxx. Xxxxx 000, Xxxxxxx, Xxxxx 00000 |
|
|
|
Delcard Associates, LLC |
|
Principal Place of Business |
|
00 Xxxxxxx Xxxxx, Xxxxx X, Xxxxxxx Xxxxxxxxxx Xxxx, New Castle, Delaware 19720 |
|
|
|
Delcard Heating & Air Conditioning, Inc. |
|
Design Mechanical Incorporated |
|
Principal Place of Business |
|
000 XXX Xxxx. Xxxxx X, Xxxxxxxxxx, Xxxxxxxx 00000 |
|
|
|
Western Building Services, Inc.
Breckenridge Mechanical, Inc. |
|
|
|
Satellite |
|
Glenwood Business Center, 000 Xxxxxx Xxxxx, Xxxxxxxx Xxxxxxx, XX 00000 |
|
X.X. Xxx 0000, 000 Xxxxxx Xxxx, Xxxxx X0 & X0, Xxxxx, Xxxxxxxx 00000-0000 |
|
|
|
|
|
Satellite |
|
000 Xxxxx Xxxx, Xxxxxxxxxxxx, Xxxxxxxx 00000 |
|
|
|
|
|
Xxxxxxxxxx & Xxxxx Mechanical and Sheet Metal Contractors, LLC |
|
Principal Place of Business |
|
0000 Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000 |
|
|
|
|
|
Eastern Heating & Cooling, Inc. |
|
Principal Place of Business |
|
000 Xxxxxxxx, Xxxxxx, Xxx Xxxx 00000-0000 |
|
|
|
|
|
Eastern Refrigeration Co., Inc. |
|
Principal Place of Business |
|
000 Xxxxxxxx, Xxxxxx, Xxx Xxxx 00000-0000 |
|
|
|
|
|
Granite State Holdings Company, Inc. |
|
Principal Place of Business |
|
000 Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000 |
|
000 Xxxx Xxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000 |
|
|
|
Granite State Plumbing & Heating LLC |
|
Principal Place of Business |
|
00 X. Xxxxxxxxx Xxxx, Xxxxx, Xxx Xxxxxxxxx 00000 |
|
00 Xxxxxxxxx Xxxxx, Xxxxxxx, Xxx Xxxxxxxxx 00000 |
|
|
|
|
|
|
|
|
|
PRIOR |
|
PRIOR NAMES |
|
ENTITY NAME |
|
ADDRESS TYPE |
|
ADDRESS |
|
ADDRESSES |
|
& TRADE NAMES |
|
H&M Mechanical, Inc. |
|
Principal Place of Business |
|
0000 Xxxxxxx Xxxxxxxxx Xxxx. Xxxxx Xxxxxxxxxx, Xxxxxxx 00000 |
|
000 Xxxxxxx Xxxxx, Xxxxxx, Xxxxxxx 00000 X.X. Xxx 00000 Xxxxxxxxxx, XX 00000 |
|
Comfort Systems USA (Atlanta), Inc.
Helm Corporation
MidSouth Controls LLC |
|
|
|
Satellite |
|
0000 Xxxxxx Xxxx Xxxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxx 00000 |
|
|
|
|
|
Helm Corporation |
|
Principal Place of Business |
|
000 Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000 |
|
000 XXX Xxxx. Xxxxx X, Xxxxxxxxxx, Xxxxxxxx 00000 |
|
|
|
Xxxx Mechanical Corporation |
|
Principal Place of Business |
|
0000 Xxxxxxx Xxxxx, Xxxxx Xxxxxxxx, Xxxxxxxx 00000-0000 |
|
|
|
|
|
Xxxxxx River Heating and Cooling, Inc. |
|
Principal Place of Business |
|
000 Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000 |
|
00 Xxxxxxx Xxxxx Xxxxx 000, Xxxxxx, Xxx Xxxx 00000 |
|
|
|
H-VAC Supply, L.L.C. |
|
Principal Place of Business |
|
X.X. Xxx 0000, Xxxxx 0000, Xxxxxx, Xxxxxx Xxxx 00000-0000 |
|
|
|
|
|
Mechanical Technical Services, Inc. |
|
Principal Place of Business |
|
0000 Xxxxxx Xxxx, Xxxx 0, Xxxxx 000, Xxxxxx, Xxxxx 00000 |
|
|
|
Mechanical Technical Services, L.P.
MTECH |
|
Merit Mechanical, Inc. |
|
Principal Place of Business |
|
0000 000xx Xxx XX, Xxxxxxx, Xxxxxxxxxx 00000 |
|
|
|
|
|
MJ Mechanical Services, Inc. |
|
Principal Place of Business |
|
0000 Xxxxxxxx Xxxx, Xxxxxxxxx, Xxx Xxxx 00000 |
|
|
|
JM State Refrigeration
Xxxxxxx Heating & Air Conditioning |
|
|
|
Satellite |
|
000 Xxxx Xxxxx Xxxxx, Xxxxxxxxx, Xxx Xxxx 00000 |
|
|
|
|
|
|
|
|
|
|
|
PRIOR |
|
PRIOR NAMES |
|
ENTITY NAME |
|
ADDRESS TYPE |
|
ADDRESS |
|
ADDRESSES |
|
& TRADE NAMES |
|
North American Mechanical, Inc. |
|
Principal Place of Business |
|
0000 Xxxxx Xxxx 00 Xxxxxxx, Xxxxxxxxx 00000 |
|
0000 Xxxxx Xxxxxxxx Xxxx, Xx Xxxxxx, Xxxxxxxxx 00000 |
|
Xxxxxxxxx Plumbing |
|
|
|
Satellite |
|
0000 X. Xxxxxxx Xxxxxx, Xxx 0, Xxxxxxxx, Xxxxxxxxx 00000 |
|
|
|
|
|
Plant Services Incorporated |
|
Principal Place of Business |
|
000 Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000 |
|
000 Xxxx Xxx Xxxx Xxxxx 000, Xxxxxxx, Xxxxx 00000 |
|
|
|
Quality Air Heating and Cooling, Inc. |
|
Principal Place of Business |
|
0000 Xxxxx Xxxxxx, XX, Xxxxx Xxxxxx, Xxxxxxxx 00000 |
|
|
|
Control Logic |
|
|
|
Satellite |
|
0000 Xxxxxxx Xxxxx, Xxxxxxx, Xxxxxxxx 00000 |
|
|
|
|
|
Xxxxxxxxxxxx Brothers, Inc. |
|
Principal Place of Business |
|
0000 X. Xxxxxx Xxxx, Xxxxx Xxxxxxxx, Xxxxxxxx 00000 |
|
|
|
|
|
S.I. Xxxxxxx Company, Inc. |
|
Principal Place of Business |
|
000 Xxxxxxx Xxxxx, Xxxxxxxx, Xxxxxxx 00000 |
|
|
|
Comfort Systems USA (Florida), Inc. |
|
|
|
Satellite |
|
000 Xxxxxx Xxxx, Xxxxxxxxxxx, Xxxxxxx 00000 |
|
|
|
|
|
X.X. Xxxxxxxx Company, Inc. |
|
Principal Place of Business |
|
000 Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxx 00000 |
|
|
|
Comfort Systems USA (Tennessee), Inc. |
|
|
|
Satellite |
|
000 Xxxx Xx., Xxxxxxxxxxxx, Xxxxxxxxx 00000 |
|
000 Xxxxxx Xxxxx, Xxxxxxxxxxxx, Xxxxxxxxx 00000 |
|
|
|
|
|
Satellite |
|
0000 Xxxxxx Xxxx., Xxxxxxxxx, Xxxxxxxxx 00000 |
|
|
|
|
|
SA Associates, Inc. |
|
Principal Place of Business |
|
000 Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000 |
|
000 Xxxx Xxx Xxxx., Xxxxx 000, Xxxxxxx, XX 00000 |
|
Salmon & Alder Associates |
|
Salmon & Alder, LLC |
|
Principal Place of Business |
|
000 Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000 |
|
000 Xxxx Xxx Xxxx., Xxxxx 000, Xxxxxxx, XX 00000 |
|
|
|
|
|
|
|
|
|
PRIOR |
|
PRIOR NAMES |
|
ENTITY NAME |
|
ADDRESS TYPE |
|
ADDRESS |
|
ADDRESSES |
|
& TRADE NAMES |
|
Seasonair, Inc. |
|
Principal Place of Business |
|
00000-X Xxxxxxxxxx Xxxxx, Xxxxxxxxxxxx, Xxxxxxxx 00000 |
|
|
|
|
|
Temp-Right Service, Inc. |
|
Principal Place of Business |
|
000 Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxx 00000 |
|
|
|
Carson Brothers |
|
|
|
Satellite |
|
0000 XX Xxxxxxx 00, Xxxxxxxxx, Xxxxxxx 00000 |
|
|
|
|
|
The Capital Refrigeration Company |
|
Principal Place of Business |
|
000 X. Xxxxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxx 00000 |
|
|
|
|
|
|
|
Satellite |
|
000 Xxxxx Xxxx Xxxx-Xxxx X-0, Xxxxxx, Xxxxxxx 00000 |
|
|
|
|
SECTION 5.14 to SCHEDULE 5
SUBSIDIARIES
|
ENTITY NAME |
|
JURISDICTION OF |
|
FORMATION |
|
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 |
|
Xxxxxxxxx’x 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. |
|
|
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 |
|
ENTITY NAME |
|
JURISDICTION OF |
|
FORMATION |
|
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 |
|
XX00 Xxxxxxxxxxx Corp. |
|
Delaware |
|
01/26/1999 |
|
Delcard Associates, LLC |
|
Delaware |
|
06/23/2000 |
|
Design Mechanical Incorporated |
|
Delaware |
|
10/30/1997 |
|
Xxxxxxxxxx & Xxxxx 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 |
|
Xxxx Mechanical Corporation |
|
Delaware |
|
03/17/1998 |
|
Xxxxxx 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 |
|
Xxxxxxxxxxxx Brothers, Inc. |
|
Virginia |
|
12/22/1958 |
|
S.I. Xxxxxxx Company, Inc. |
|
Florida |
|
10/04/1976 |
|
X.X. Xxxxxxxx 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 |
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 |
|
SCHEDULE I
to
SECOND AMENDED AND RESTATED SECURITY AGREEMENT
Filing Jurisdictions
COMFORT SYSTEMS USA, INC. — SUBSIDIARIES\
|
ENTITY NAME |
|
DOMESTIC |
|
FORMATION DATE |
|
Accu-Temp GP, Inc. |
|
Delaware |
|
05/21/1998 |
|
000 Xxxxxx, Xxxxx 000 |
|
|
|
|
|
Xxxxxxx, XX 00000 |
|
|
|
|
|
Accu-Temp LP, Inc. |
|
Delaware |
|
05/20/1998 |
|
000 Xxxxxx, Xxxxx 000 |
|
|
|
|
|
Xxxxxxx, XX 00000 |
|
|
|
|
|
ACI Mechanical, Inc. |
|
Delaware |
|
06/26/1998 |
|
0000 X. Xxxx Xxxxxx |
|
|
|
|
|
Xxxx, XX 00000 |
|
|
|
|
|
Acorn Industrial, LLC |
|
North Carolina |
|
01/03/1997 |
|
0000 XXX Xxxxxxxxx |
|
|
|
|
|
Xxxxxxx, XX 00000 |
|
|
|
|
|
Air Systems Engineering, Inc. |
|
Washington |
|
05/18/1973 |
|
0000 Xxxxx Xxxx Xxxxxx |
|
|
|
|
|
Xxxxxx, XX 00000 |
|
|
|
|
|
AIRTEMP, INC. |
|
Maine |
|
10/15/1998 |
|
00 Xxxxxxx Xxxxxx |
|
|
|
|
|
Xxxxx Xxxxxxxx, XX 00000 |
|
|
|
|
|
ARC Comfort Systems USA, Inc. |
|
Delaware |
|
03/17/1998 |
|
000 Xxxxxx, Xxxxx 000 |
|
|
|
|
|
Xxxxxxx, XX 00000 |
|
|
|
|
|
Atlas-Accurate Holdings, L.L.C. |
|
Delaware |
|
12/28/1998 |
|
000 Xxxxxx, Xxxxx 000 |
|
|
|
|
|
Xxxxxxx, XX 00000 |
|
|
|
|
|
Atlas Comfort Systems USA, Inc. |
|
California |
|
07/31/2007 |
|
000 Xxxxxx, Xxxxx 000 |
|
|
|
|
|
Xxxxxxx, XX 00000 |
|
|
|
|
|
Atlas Comfort Systems USA, L.L.C. |
|
Delaware |
|
06/08/2007 |
|
000 Xxxxxx, Xxxxx 000 |
|
|
|
|
|
Xxxxxxx, XX 00000 |
|
|
|
|
|
Xxxxxxxxx’x Mechanical Contractors, LLC |
|
Alabama |
|
03/16/1981 |
|
00000 Xxxxxxxxxx Xxxxx |
|
|
|
|
|
Xxxxxx, XX 00000 |
|
|
|
|
|
BCM Controls Corporation |
|
Massachusetts |
|
10/03/1984 |
|
00 Xxxxxxxx Xxx |
|
|
|
|
|
Xxxxxx, XX 00000 |
|
|
|
|
|
California Comfort Systems USA, Inc. |
|
California |
|
05/18/1983 |
|
0000 Xxxxxxx Xxxxx |
|
|
|
|
|
Xxx Xxxxx, XX 00000 |
|
|
|
|
|
ENTITY NAME |
|
DOMESTIC |
|
FORMATION DATE |
|
ColonialWebb Contractors Company |
|
Virginia |
|
03/30/1972 |
|
0000 Xxxxxx Xxxxxx |
|
|
|
|
|
Xxxxxxxx, XX 00000 |
|
|
|
|
|
Comfort Systems USA (Arkansas), Inc. |
|
Delaware |
|
03/17/1998 |
|
0000 Xxxxx Xxxx |
|
|
|
|
|
Xxxxx Xxxxxx Xxxx, XX 00000 |
|
|
|
|
|
Comfort Systems USA (Baltimore), LLC |
|
Delaware |
|
10/15/1998 |
|
000 Xxxxxx, Xxxxx 000 |
|
|
|
|
|
Xxxxxxx, XX 00000 |
|
|
|
|
|
Comfort Systems USA (Bristol), Inc. |
|
Delaware |
|
08/25/1997 |
|
000 Xxxxxxx Xxxx. |
|
|
|
|
|
Xxxxxxx, XX 00000 |
|
|
|
|
|
Comfort Systems USA Energy Services, Inc. |
|
Delaware |
|
08/25/1997 |
|
0 Xxxxxxxxx Xxxxxxxx |
|
|
|
|
|
Xxxxxxx, XX 00000 |
|
|
|
|
|
Comfort Systems USA G.P., Inc. |
|
Delaware |
|
08/12/1998 |
|
000 Xxxxxx, Xxxxx 000 |
|
|
|
|
|
Xxxxxxx, XX 00000 |
|
|
|
|
|
Comfort Systems USA (Intermountain), Inc. |
|
Utah |
|
05/06/1969 |
|
0000 X. Xxxxxxxxx Xxxxx |
|
|
|
|
|
Xxxx Xxxx Xxxx, XX 00000 |
|
|
|
|
|
Comfort Systems USA (Kentucky), Inc. |
|
Kentucky |
|
02/10/1981 |
|
0000 Xxxxxxx Xxxxx |
|
|
|
|
|
Xxxxxxxxxx, XX 00000 |
|
|
|
|
|
Comfort Systems USA (MidAtlantic), LLC |
|
Virginia |
|
01/01/2010 |
|
0000 Xxxx Xxxx Xxxxxxx |
|
|
|
|
|
Xxxxx Xxxxxx, XX 00000 |
|
|
|
|
|
Comfort Systems USA (Midwest), LLC |
|
Iowa |
|
10/13/2009 |
|
0000 X. Xxxx Xxx. |
|
|
|
|
|
Xxxx, Xxxx 00000 |
|
|
|
|
|
Comfort Systems USA National Accounts, LLC |
|
Indiana |
|
07/28/1998 |
|
0000 Xxxxxxx Xxxxxx West, Suite E & F |
|
|
|
|
|
Indianapolis, IN 46241 |
|
|
|
|
|
Comfort Systems USA (Ohio), Inc. |
|
Ohio |
|
10/10/1979 |
|
0000 Xxxxx Xxxxx |
|
|
|
|
|
Xxxxxxx Xxxxxxx, XX 00000 |
|
|
|
|
|
Comfort Systems USA Puerto Rico, Inc. |
|
Puerto Rico |
|
07/02/1991 |
|
X.X. Xxx 0000, Xxxxx 0000 |
|
|
|
|
|
Xxxxxx, XX 00000 |
|
|
|
|
|
Comfort Systems USA (South Central), Inc. |
|
Texas |
|
05/24/2007 |
|
0000 Xxxx Xxx Xxxxx |
|
|
|
|
|
Xxxxxxx, XX 00000 |
|
|
|
|
|
Comfort Systems USA (Southeast), Inc. |
|
Delaware |
|
03/24/1998 |
|
000 Xxxxxx Xxxxxx |
|
|
|
|
|
Xxxxxxxxx, XX 00000 |
|
|
|
|
|
Comfort Systems USA (Southwest), Inc. |
|
Arizona |
|
12/23/1977 |
|
0000 X. Xxxxxxxxx |
|
|
|
|
|
Xxxxxxxx, XX 00000 |
|
|
|
|
|
ENTITY NAME |
|
DOMESTIC |
|
FORMATION DATE |
|
Comfort Systems USA (Syracuse), Inc. |
|
New York |
|
03/08/1965 |
|
0000 Xxx Xxxxxxx Xxxx Xxxxx |
|
|
|
|
|
Xxxx Xxxxxxxx, XX 00000 |
|
|
|
|
|
Comfort Systems USA (Texas), L.P. |
|
Texas |
|
08/14/1998 |
|
000 Xxxxxx, Xxxxx 000 |
|
|
|
|
|
Xxxxxxx, XX 00000 |
|
|
|
|
|
Comfort Systems USA (Twin Cities), Inc. |
|
Minnesota |
|
08/01/2001 |
|
000 Xxxxxx, Xxxxx 000 |
|
|
|
|
|
Xxxxxxx, XX 00000 |
|
|
|
|
|
Comfort Systems USA (Western Michigan), Inc. |
|
Michigan |
|
07/21/1989 |
|
000 Xxxxxx, Xxxxx 000 |
|
|
|
|
|
Xxxxxxx, XX 00000 |
|
|
|
|
|
Control Concepts, LLC |
|
Georgia |
|
12/16/1996 |
|
0000 Xxxxx Xxxxxxx, Xxxxx 000 |
|
|
|
|
|
Xxxxxxx, XX 00000 |
|
|
|
|
|
Control Concepts Mechanical Services, LLC |
|
Georgia |
|
01/17/2008 |
|
0000 Xxxxx Xxxxxxx, Xxxxx 000 |
|
|
|
|
|
Xxxxxxx, XX 00000 |
|
|
|
|
|
XX00 Xxxxxxxxxxx Corporation |
|
Delaware |
|
01/26/1999 |
|
000 Xxxxxx, Xxxxx 000 |
|
|
|
|
|
Xxxxxxx, XX 00000 |
|
|
|
|
|
Delcard Associates, LLC |
|
Delaware |
|
06/23/2000 |
|
00 Xxxxxxx Xxxxx, Xxxxx X |
|
|
|
|
|
Xxxxxxx Xxxxxxxxxx Xxxx |
|
|
|
|
|
Xxx Xxxxxx, XX 00000 |
|
|
|
|
|
Design Mechanical Incorporated |
|
Delaware |
|
10/30/1997 |
|
000 XXX Xxxx., Xxxxx #X |
|
|
|
|
|
Xxxxxxxxxx, XX 00000 |
|
|
|
|
|
Xxxxxxxxxx & Xxxxx Mechanical and Sheet Metal Contractors, LLC |
|
Tennessee |
|
12/31/2003 |
|
0000 Xxxxx Xxxxxx |
|
|
|
|
|
Xxxxxxxxx, XX 00000 |
|
|
|
|
|
Eastern Heating & Cooling, Inc. |
|
New York |
|
12/19/1988 |
|
000 Xxxxxxxx |
|
|
|
|
|
Xxxxxx, XX 00000-0000 |
|
|
|
|
|
Eastern Refrigeration Co., Inc. |
|
New York |
|
01/30/1990 |
|
000 Xxxxxxxx |
|
|
|
|
|
Xxxxxx, XX 00000-0000 |
|
|
|
|
|
Granite State Holdings Company, Inc. |
|
Delaware |
|
11/02/2005 |
|
000 Xxxxxx, Xxxxx 000 |
|
|
|
|
|
Xxxxxxx, XX 00000 |
|
|
|
|
|
Granite State Plumbing & Heating, LLC |
|
Delaware |
|
07/31/2001 |
|
00 X. Xxxxxxxxx Xxxx |
|
|
|
|
|
Xxxxx, XX 00000 |
|
|
|
|
|
H & M Mechanical, Inc. |
|
Delaware |
|
06/25/1998 |
|
0000 Xxxxxxx Xxxxxxxxx Xxxx. Xxxxx |
|
|
|
|
|
Xxxxxxxxxx, XX 00000 |
|
|
|
|
|
ENTITY NAME |
|
DOMESTIC |
|
FORMATION DATE |
|
Helm Corporation |
|
Colorado |
|
10/26/1972 |
|
000 Xxxxxx, Xxxxx 000 |
|
|
|
|
|
Xxxxxxx, XX 00000 |
|
|
|
|
|
Xxxx Mechanical Corporation |
|
Delaware |
|
03/17/1998 |
|
0000 Xxxxxxx Xxxxx |
|
|
|
|
|
Xxxxx Xxxxxxxx, XX 00000-0000 |
|
|
|
|
|
Xxxxxx River Heating and Cooling, Inc. |
|
Delaware |
|
08/19/2005 |
|
000 Xxxxxx, Xxxxx 000 |
|
|
|
|
|
Xxxxxxx, XX 00000 |
|
|
|
|
|
H-VAC Supply, L.L.C. |
|
Puerto Rico |
|
10/18/06 |
|
X.X. Xxx 0000, Xxxxx 0000 |
|
|
|
|
|
Xxxxxx, XX 00000 |
|
|
|
|
|
Mechanical Technical Services, Inc. |
|
Texas |
|
05/24/2007 |
|
0000 Xxxxxx Xxxx, Xxxx. 0, Xxxxx 000 |
|
|
|
|
|
Xxxxxx, XX 00000 |
|
|
|
|
|
Merit Mechanical, Inc. |
|
Washington |
|
02/14/1984 |
|
0000 000xx Xxx XX |
|
|
|
|
|
Xxxxxxx, XX 00000 |
|
|
|
|
|
MJ Mechanical Services, Inc. |
|
Delaware |
|
12/12/1997 |
|
0000 Xxxxxxxx Xxxx |
|
|
|
|
|
Xxxxxxxxx, XX 00000 |
|
|
|
|
|
North American Mechanical, Inc. |
|
Delaware |
|
03/17/1998 |
|
0000 Xxxxx Xxxx 00 |
|
|
|
|
|
Xxxxxxx, XX 00000 |
|
|
|
|
|
Plant Services Incorporated |
|
Iowa |
|
07/02/1986 |
|
000 Xxxxxx, Xxxxx 000 |
|
|
|
|
|
Xxxxxxx, XX 00000 |
|
|
|
|
|
Quality Air Heating & Cooling, Inc. |
|
Michigan |
|
09/10/1980 |
|
0000 Xxxxx Xxxxxx, XX |
|
|
|
|
|
Xxxxx Xxxxxx, XX 00000 |
|
|
|
|
|
Xxxxxxxxxxxx Brothers, Inc. |
|
Virginia |
|
12/22/1958 |
|
0000 X. Xxxxxx Xxxx |
|
|
|
|
|
Xxxxx Xxxxxxxx, XX 00000 |
|
|
|
|
|
S.I. Xxxxxxx Company, Inc. |
|
Florida |
|
10/04/1976 |
|
000 Xxxxxxx Xxxxx |
|
|
|
|
|
Xxxxxxxx, XX 00000 |
|
|
|
|
|
X.X. Xxxxxxxx Company, Inc. |
|
Tennessee |
|
03/08/1973 |
|
000 Xxxxxxx Xxxxxx |
|
|
|
|
|
Xxxxxxx, XX 00000 |
|
|
|
|
|
SA Associates, Inc. |
|
Utah |
|
03/27/1984 |
|
000 Xxxxxx, Xxxxx 000 |
|
|
|
|
|
Xxxxxxx, XX 00000 |
|
|
|
|
|
Salmon & Alder, L.L.C. |
|
Utah |
|
07/08/1996 |
|
000 Xxxxxx, Xxxxx 000 |
|
|
|
|
|
Xxxxxxx, XX 00000 |
|
|
|
|
|
Seasonair, Inc. |
|
Maryland |
|
10/28/1966 |
|
00000-X Xxxxxxxxxx Xxxxx |
|
|
|
|
|
Xxxxxxxxxxxx, XX 00000 |
|
|
|
|
|
ENTITY NAME |
|
DOMESTIC |
|
FORMATION DATE |
|
Temp-Right Service, Inc. |
|
Delaware |
|
09/25/1997 |
|
000 Xxxxx Xxxxxx |
|
|
|
|
|
Xxxxxxxx, XX 00000 |
|
|
|
|
|
The Capital Refrigeration Company |
|
Delaware |
|
08/06/1998 |
|
000 X. Xxxxxxxxx Xxxxxx |
|
|
|
|
|
Xxxxxxxxxx, XX 00000 |
|
|
|
|
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 |
|
State of |
|
Entity Type |
|
Charter/ID |
|
Prior Names & Trade Names |
|
Accu-Temp GP, Inc. 000 Xxxxxx, Xxxxx 000 Xxxxxxx, XX 00000 |
|
Delaware |
|
Corporation |
|
2898499 |
|
|
|
Accu-Temp LP, Inc. 000 Xxxxxx, Xxxxx 000 Xxxxxxx, XX 00000 |
|
Delaware |
|
Corporation |
|
2898748 |
|
|
|
ACI Mechanical, Inc. 0000 X. Xxxx Xxxxxx Xxxx, XX 00000 |
|
Delaware |
|
Corporation |
|
2913899 |
|
|
|
Acorn Industrial, LLC 0000 XXX Xxxxxxxxx Xxxxxxx, XX 00000 |
|
North Carolina |
|
Limited Liability Company |
|
0414387 |
|
Acorn Industrial, Inc. |
|
Air Systems Engineering, Inc. 0000 Xxxxx Xxxx Xxxxxx Xxxxxx, XX 00000 |
|
Washington |
|
Corporation |
|
600099211 |
|
|
|
AIRTEMP, INC. 00 Xxxxxxx Xxxxxx Xxxxx Xxxxxxxx, XX 00000 |
|
Maine |
|
Corporation |
|
20130432D |
|
|
|
ARC Comfort Systems USA, Inc. 000 Xxxxxx, Xxxxx 000 Xxxxxxx, XX 00000 |
|
Delaware |
|
Corporation |
|
2872674 |
|
|
|
Atlas-Accurate Holdings, L.L.C. 000 Xxxxxx, Xxxxx 000 Xxxxxxx, XX 00000 |
|
Delaware |
|
Limited Liability Company |
|
2985409 |
|
|
|
Atlas Comfort Systems USA, Inc. 000 Xxxxxx, Xxxxx 000 Xxxxxxx, XX 00000 |
|
California |
|
Corporation |
|
C3009313 |
|
|
|
Grantor Official Name, Address of Principal Place |
|
State of |
|
Entity Type |
|
Charter/ID |
|
Prior Names & Trade Names |
|
Atlas Comfort Systems USA, L.L.C. 0000 Xxxx Xxx Xx. Xxxxxxx, XX 00000 |
|
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 |
|
Xxxxxxxxx’x Mechanical Contractors, LLC 00000 Xxxxxxxxxx Xxxxx, Xxxxxx, XX 00000 |
|
Alabama |
|
Limited Liability Company |
|
D/C 081 557 |
|
Xxxxxxxxx’x Mechanical Contractors, Inc. |
|
BCM Controls Corporation 00 Xxxxxxxx Xxx Xxxxxx, XX 00000 |
|
Massachusetts |
|
Corporation |
|
042842193 |
|
|
|
California Comfort Systems USA, Inc. 0000 Xxxxxxx Xxxxx Xxx Xxxxx, XX 00000 |
|
California |
|
Corporation |
|
1201196 |
|
TCP Company |
|
ColonialWebb Contractors Company 0000 Xxxxxx Xxxxx Xxxxxxxx, XX 00000 |
|
Virginia |
|
Corporation |
|
0137512-0 |
|
Comfort Systems USA (Carolinas), LLC |
|
Comfort Systems USA (Arkansas), Inc. 0000 Xxxxx Xxxx Xxxxx Xxxxxx Xxxx, XX 00000 |
|
Delaware |
|
Corporation |
|
2872673 |
|
|
|
Comfort Systems USA (Baltimore), LLC 000 Xxxxxx, Xxxxx 000 Xxxxxxx, XX 00000 |
|
Delaware |
|
Limited Liability Company |
|
2955787 |
|
Comfort Systems USA (Baltimore), Inc.; Comfort Systems USA Federal Services, LLC |
|
Comfort Systems USA (Bristol), Inc. 000 Xxxxxxx Xxxx. Xxxxxxx, XX 00000 |
|
Delaware |
|
Corporation |
|
2783665 |
|
Xxxx Xxxxx Heating & Air Conditioning Service Co.; Comfort Systems USA New River (Bristol) |
|
Comfort Systems USA Energy Services, Inc. 0 Xxxxxxxxx Xxxxxxxx Xxxxxxx, XX 00000 |
|
Delaware |
|
Corporation |
|
2788605 |
|
Comfort Systems USA (Hartford), Inc. |
|
Comfort Systems USA G.P., Inc. 000 Xxxxxx, Xxxxx 000 Xxxxxxx, XX 00000 |
|
Delaware |
|
Corporation |
|
2932812 |
|
|
|
Grantor Official Name, Address of Principal Place |
|
State of |
|
Entity Type |
|
Charter/ID |
|
Prior Names & Trade Names |
|
Comfort Systems USA (Intermountain), Inc. 0000 X. Xxxxxxxxx Xxxxx Xxxx Xxxx Xxxx, XX 00000 |
|
Utah |
|
Corporation |
|
04982 |
|
Contract Services; Salmon & Alder, LLC; SA Associates, Inc.; Xxxxxx Heating & Cooling |
|
Comfort Systems USA (Kentucky), Inc. 0000 Xxxxxxx Xxxxx Xxxxxxxxxx, XX 00000 |
|
Kentucky |
|
Corporation |
|
0153687 |
|
Xxxxxxxxx Corporation; MELCO Industries, Inc. |
|
Comfort Systems USA (MidAtlantic), LLC 0000 Xxxx Xxxx Xxxxxxx Xxxxx Xxxxxx, XX 00000 |
|
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 0000 XX 00xx Xx., #00 Xxxxxx, XX 00000 |
|
Iowa |
|
Limited Liability Company |
|
387726 |
|
|
|
Comfort Systems USA National Accounts, LLC 0000 Xxxxxxx Xxxxxx Xxxx, Xxxxx X & X Xxxxxxxxxxxx, XX 00000 |
|
Indiana |
|
Limited Liability Company |
|
1998071673 |
|
Accu-Temp, LLC |
|
Comfort Systems USA (Ohio), Inc. 0000 Xxxxx Xxxxx Xxxxxxx Xxxxxxx, XX 00000 |
|
Ohio |
|
Corporation |
|
543269 |
|
|
|
Comfort Systems USA Puerto Rico, Inc. X.X. Xxx 0000, Xxxxx 0000 Xxxxxx, XX 00000 |
|
Puerto Rico |
|
Corporation |
|
78,907 |
|
Xxxxx Air Conditioning Enterprises, Inc. |
|
Comfort Systems USA (South Central), Inc. 0000 Xxxx Xxx Xxxxx Xxxxxxx, XX 00000 |
|
Texas |
|
Corporation |
|
801702880 |
|
Atlas Comfort Systems USA; Accurate Air Systems, L.P.; Accurate Air Systems, Inc.
|
|
Comfort Systems USA (Southeast), Inc. 000 Xxxxxx Xxxxxx Xxxxxxxxx, XX 00000 |
|
Delaware |
|
Corporation |
|
2875705 |
|
Comfort Systems USA (Atlanta), Inc.; H & M Mechanical, Inc.; Gulfside Mechanical, Inc.; Xxxx Mechanical Contractors, Inc.; Xxxx Mechanical, Inc.; Xxxxxxxxx’x Mechanical Contractors |
|
Grantor Official Name, Address of Principal Place |
|
State of |
|
Entity Type |
|
Charter/ID |
|
Prior Names & Trade Names |
|
Comfort Systems USA (Southwest), Inc. 0000 X. Xxxxxxxxx Xxxxxxxx, XX 00000 |
|
Arizona |
|
Corporation |
|
113419 |
|
Conditioned Air Mechanical Services, Inc.; The Bengtsson Group, Inc.; Tri-City Mechanical, Inc.; Madera Mechanical Company |
|
Comfort Systems USA (Syracuse), Inc. 0000 Xxx Xxxxxxx Xxxx Xxxxx Xxxx Xxxxxxxx, XX 00000 |
|
New York |
|
Corporation |
|
N/A |
|
Armani Plumbing & Mechanical; ABJ Fire Protection Company; Xxxxxxxx & Associates, Inc.; Xxxxxxxx & Armani; Xxxxxxx Mechanical Contractors |
|
Comfort Systems USA (Texas), L.P. 000 Xxxxxx, Xxxxx 000 Xxxxxxx, XX 00000 |
|
Texas |
|
Limited Partnership |
|
00111578-10 |
|
|
|
Comfort Systems USA (Twin Cities), Inc. 000 Xxxxxx, Xxxxx 000 Xxxxxxx, XX 00000 |
|
Minnesota |
|
Corporation |
|
2P-1011 |
|
|
|
Comfort Systems USA (Western Michigan), Inc. 000 Xxxxxx, Xxxxx 000 Xxxxxxx, XX 00000 |
|
Michigan |
|
Corporation |
|
341-042 |
|
|
|
Control Concepts, LLC 0000 Xxxxx Xxxxxxx, Xxxxx 000 Xxxxxxx, XX 00000 |
|
Georgia |
|
Limited Liability Company |
|
12958032 |
|
Control Concepts, Inc. |
|
Control Concepts Mechanical Services, LLC 0000 Xxxxx Xxxxxxx, Xxxxx 000 Xxxxxxx, XX 00000 |
|
Georgia |
|
Limited Liability Company |
|
12058034 |
|
Control Concepts Mechanical Services, Inc. |
|
CS53 Acquisition Corporation 000 Xxxxxx, Xxxxx 000 Xxxxxxx, XX 00000 |
|
Delaware |
|
Corporation |
|
2997337 |
|
|
|
Delcard Associates, LLC 00 Xxxxxxx Xxxxx, Xxxxx X Xxxxxxx Xxxxxxxxxx Xxxx New Castle, DE 19720 |
|
Delaware |
|
Limited Liability Company |
|
3250401 |
|
Delcard Heating & Air Conditioning, Inc. |
|
Design Mechanical Incorporated 000 XXX Xxxx., Xxxxx #X Xxxxxxxxxx, XX 00000 |
|
Delaware |
|
Corporation |
|
2814928 |
|
Western Building Services, Inc.; Breckenridge Mechanical, Inc. |
|
Grantor Official Name, Address of Principal Place |
|
State of |
|
Entity Type |
|
Charter/ID |
|
Prior Names & Trade Names |
|
Xxxxxxxxxx & Xxxxx Mechanical and Sheet Metal Contractors, LLC 0000 Xxxxx Xxxxxx Xxxxxxxxx, XX 00000 |
|
Tennessee |
|
Limited Liability Company |
|
000460366 |
|
|
|
Eastern Heating & Cooling, Inc. 000 Xxxxxxxx Xxxxxx, XX 00000-0000 |
|
New York |
|
Corporation |
|
N/A |
|
|
|
Eastern Refrigeration Co., Inc. 000 Xxxxxxxx Xxxxxx, XX 00000-0000 |
|
New York |
|
Corporation |
|
N/A |
|
|
|
Granite State Holdings Company, Inc. 000 Xxxxxx, Xxxxx 000 Xxxxxxx, XX 00000 |
|
Delaware |
|
Corporation |
|
4054936 |
|
|
|
Granite State Plumbing & Heating, LLC 00 X. Xxxxxxxxx Xxxx Xxxxx, XX 00000 |
|
Delaware |
|
Limited Liability Company |
|
3420719 |
|
|
|
H & M Mechanical, Inc. 000 Xxxxxxx Xxxxx Xxxxxx, XX 00000 |
|
Delaware |
|
Corporation |
|
2913102 |
|
Comfort Systems USA (Atlanta), Inc.; Helm Corporation; MidSouth Controls LLC |
|
Helm Corporation 000 Xxxxxx, Xxxxx 000 Xxxxxxx, XX 00000 |
|
Colorado |
|
Corporation |
|
19871249912 |
|
|
|
Xxxx Mechanical Corporation 0000 Xxxxxxx Xxxxx Xxxxx Xxxxxxxx, XX 00000-0000 |
|
Delaware |
|
Corporation |
|
2872661 |
|
|
|
Xxxxxx River Heating and Cooling, Inc. 000 Xxxxxx, Xxxxx 000 Xxxxxxx, XX 00000 |
|
Delaware |
|
Corporation |
|
4018441 |
|
|
|
H-VAC Supply, L.L.C. X.X. Xxx 0000, Xxxxx 0000 Xxxxxx, XX 00000 |
|
Puerto Rico |
|
Limited Liability Company |
|
423 |
|
|
|
Mechanical Technical Services, Inc. 0000 Xxxxxx Xxxx, Xxxx. 0, Xxxxx 000 Xxxxxx, XX 00000 |
|
Texas |
|
Corporation |
|
801702874 |
|
Mechanical Technical Services, L.P.; MTECH |
|
Grantor Official Name, Address of Principal Place |
|
State of |
|
Entity Type |
|
Charter/ID |
|
Prior Names & Trade Names |
|
Merit Mechanical, Inc. 0000 000xx Xxx XX Xxxxxxx, XX 00000 |
|
Washington |
|
Corporation |
|
600517946 |
|
|
|
MJ Mechanical Services, Inc. 0000 Xxxxxxxx Xxxx Xxxxxxxxx, XX 00000 |
|
Delaware |
|
Corporation |
|
2832395 |
|
JM State Refrigeration; Xxxxxxx Heating & Air Conditioning |
|
North American Mechanical, Inc. 0000 Xxxxx Xxxx 00 Xxxxxxx, XX 00000 |
|
Delaware |
|
Corporation |
|
2872663 |
|
Xxxxxxxxx Plumbing |
|
Plant Services Incorporated 000 Xxxxxx, Xxxxx 000 Xxxxxxx, XX 00000 |
|
Iowa |
|
Corporation |
|
109676 |
|
|
|
Quality Air Heating & Cooling, Inc. 0000 Xxxxx Xxxxxx, XX Xxxxx Xxxxxx, XX 00000 |
|
Michigan |
|
Corporation |
|
233-444 |
|
Control Logic |
|
Xxxxxxxxxxxx Brothers, Inc. 0000 X. Xxxxxx Xxxx Xxxxx Xxxxxxxx, XX 00000 |
|
Virginia |
|
Corporation |
|
0081890 |
|
|
|
S.I. Xxxxxxx Company, Inc. 000 Xxxxxxx Xxxxx Xxxxxxxx, XX 00000 |
|
Florida |
|
Corporation |
|
515751 |
|
Comfort Systems USA (Florida), Inc. |
|
X.X. Xxxxxxxx Company, Inc. 000 Xxxxxxx Xxxxxx Xxxxxxx, XX 00000 |
|
Tennessee |
|
Corporation |
|
000018143 |
|
Comfort Systems USA (Tennessee), Inc. |
|
SA Associates, Inc. 000 Xxxxxx, Xxxxx 000 Xxxxxxx, XX 00000 |
|
Utah |
|
Corporation |
|
108921 |
|
Salmon & Alder Associates |
|
Salmon & Alder, L.L.C. 000 Xxxxxx, Xxxxx 000 Xxxxxxx, XX 00000 |
|
Utah |
|
Limited Liability Company |
|
LC014499 |
|
|
|
Seasonair, Inc. 00000-X Xxxxxxxxxx Xxxxx Xxxxxxxxxxxx, XX 00000 |
|
Maryland |
|
Corporation |
|
D0193599 |
|
|
|
Grantor Official Name, Address of Principal Place |
|
State of |
|
Entity Type |
|
Charter/ID |
|
Prior Names & Trade Names |
|
Temp-Right Service, Inc. 000 Xxxxx Xxxxxx Xxxxxxxx, XX 00000 |
|
Delaware |
|
Corporation |
|
2800213 |
|
Carson Brothers |
|
The Capital Refrigeration Company 000 X. Xxxxxxxxx Xxxxxx Xxxxxxxxxx, XX 00000 |
|
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)
