AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT AND AMENDMENT TO OTHER LOAN DOCUMENTS
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 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 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);
(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
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.”
(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:
(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.
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
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.
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.
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
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]
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/ Xxxxx XxXxxxx |
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Xxxxx XxXxxxx |
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Senior Vice President, General Counsel and Secretary |
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Address: | |
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Comfort Systems USA, Inc. | |
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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. 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.
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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, L.L.C., by Xxxx Mechanical Corporation, as Sole Managing Member |
Signature Page to Amendment No. 3
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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. |
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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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DYNA TEN CORPORATION |
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DYNA TEN MAINTENANCE SERVICES, LLC |
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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. |
Signature Page to Amendment No. 3
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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 | ||
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By: |
/s/ Xxxxx XxXxxxx |
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Xxxxx XxXxxxx |
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Senior Vice President, General Counsel, and Secretary |
Signature Page to Amendment No. 3
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XXXXX FARGO BANK, NATIONAL ASSOCIATION, | ||
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Agent and a Lender | ||
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By: |
/s/ Xxxxxxx X. Xxxxx | |
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Xxxxxxx X. Xxxxx | |
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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 | ||
|
|
Attention: |
Xxxxxxx X. Xxxxx | |
|
|
Telephone: |
000-000-0000 | |
|
|
Fax: |
000-000-0000 | |
Signature Page to Amendment No. 3
|
|
CAPITAL ONE, N.A., | ||
|
|
Lender | ||
|
|
| ||
|
|
| ||
|
|
By: |
/s/ Yasmin Elhatib | |
|
|
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. 3
|
|
BOKF, NA dba Bank of Texas, | ||
|
|
Lender | ||
|
|
| ||
|
|
| ||
|
|
By: |
/s/ H. Xxxx Xxxxxxxx | |
|
|
Name: |
H. Xxxx Xxxxxxxx | |
|
|
Title: |
Senior Vice President | |
|
|
| ||
|
|
| ||
|
|
Address: | ||
|
|
| ||
|
|
BOKF, NA dba Bank of Texas | ||
|
|
5 Houston Center | ||
|
|
0000 XxXxxxxx, Xxxxx 0000 | ||
|
|
Xxxxxxx, Xxxxx 00000 | ||
|
|
Attention: |
Xxxx Xxxxxxxx | |
|
|
Telephone: |
000-000-0000 | |
|
|
Fax: |
000-000-0000 | |
Signature Page to Amendment No. 3
|
|
REGIONS BANK, | ||
|
|
Lender | ||
|
|
| ||
|
|
| ||
|
|
By: |
/s/ Xxxx Xxxxxx | |
|
|
Name: |
Xxxx Xxxxxx | |
|
|
Title: |
Senior Vice President | |
|
|
| ||
|
|
| ||
|
|
Address: | ||
|
|
| ||
|
|
Regions Bank | ||
|
|
0000 Xxxxxxx Xxxxx, Xxxxx 000 | ||
|
|
Xxxxxxx, Xxxxx 00000 | ||
|
|
Attention: |
Xxxx Xxxxxx | |
|
|
Telephone: |
000-000-0000 | |
|
|
Fax: |
000-000-0000 | |
Signature Page to Amendment No. 3
|
|
BRANCH BANK AND TRUST COMPANY, | ||
|
|
Lender | ||
|
|
|
| |
|
|
|
| |
|
|
By: |
/s/ Xxxxxxxxx Xxxxxx | |
|
|
Name: |
Xxxxxxxxx Xxxxxx | |
|
|
Title: |
Vice President | |
|
|
|
| |
|
|
|
| |
|
|
Address: | ||
|
|
| ||
|
|
Branch Bank and Trust Company | ||
|
|
000 Xxxx Xxxxxx Xxxxxx, 00xx Xxxxx | ||
|
|
Xxxxxxx-Xxxxx, Xxxxx Xxxxxxxx 00000 | ||
|
|
Attention: |
Xxxx Xxxxxx | |
|
|
Telephone: |
000-000-0000 | |
|
|
Fax: |
000-000-0000 | |
Signature Page to Amendment No. 3
|
|
U.S. BANK NATIONAL ASSOCIATION, | ||
|
|
Lender | ||
|
|
|
| |
|
|
|
| |
|
|
By: |
/s/ Xxxxxxx X Xxxxxxx | |
|
|
Name: |
Xxxxxxx X Xxxxxxx | |
|
|
Title: |
Vice President | |
|
|
|
| |
|
|
| ||
|
|
Address: | ||
|
|
| ||
|
|
U.S. Bank National Association | ||
|
|
000 Xxxxxx Xx. | ||
|
|
XX-XX-X0 | ||
|
|
Xxxxxxxxxx, Xxxx 00000 | ||
|
|
Attention: |
Xxxxxxx Xxxxxxx | |
|
|
Telephone: |
000-000-0000 | |
|
|
Fax: |
000-000-0000 | |
Signature Page to Amendment No. 3
|
|
CADENCE BANK, N.A., | ||
|
|
Lender | ||
|
|
|
| |
|
|
|
| |
|
|
By: |
/s/ H. Xxxx Xxxxx, Xx. | |
|
|
Name: |
H. Xxxx Xxxxx, Xx. | |
|
|
Title: |
Executive Vice President | |
|
|
|
| |
|
|
|
| |
|
|
Address: | ||
|
|
| ||
|
|
Cadence Bank, N.A. | ||
|
|
0000 Xxxx Xxx Xxxxxxxxx, Xxxxx 0000 | ||
|
|
Xxxxxxx, Xxxxx 00000 | ||
|
|
Attention: |
Xxxx Xxxxx | |
|
|
Telephone: |
000-000-0000 | |
|
|
Fax: |
000-000-0000 | |
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 |
|
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 |
|
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. 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.
“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. 0000 Xxxxxxxxx, 0xx Xxxxx Xxxxxxx, XX 00000 Telephone: (000) 000-0000 Fax: (000) 000-0000 |
|
Same |
|
28.0 |
% |
$ |
70,000,000.00 |
|
|
|
|
|
|
|
|
|
| |
|
BOKF, NA dba Bank of Texas 5 Houston Center 0000 XxXxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxx 00000 Telephone: (000) 000-0000 Fax: (000) 000-0000 |
|
Same |
|
14.0 |
% |
$ |
35,000,000.00 |
|
|
|
|
|
|
|
|
|
| |
|
Capital One, N.A. 0000 Xxxxxxxxxx, Xxxxx 000 Xxxxxxx, Xxxxx 00000 Telephone: (000) 000-0000 Fax: (000) 000-0000 |
|
Same |
|
14.0 |
% |
$ |
35,000,000.00 |
|
|
|
|
|
|
|
|
|
| |
|
Regions Bank 0000 Xxxxxxx Xxxxxxx, Xxxxx 00000 Telephone: (000) 000-0000 Fax: (000) 000-0000 |
|
Same |
|
12.0 |
% |
$ |
30,000,000.00 |
|
|
|
|
|
|
|
|
|
| |
|
Branch Bank and Trust Company 000 X. 0xx Xx., 00xx Xxxxx Xxxxxxx-Xxxxx, Xxxxx Xxxxxxxx 00000 Telephone: (000) 000-0000 Fax: (000) 000-0000 |
|
Same |
|
12.0 |
% |
$ |
30,000,000.00 |
|
|
|
|
|
|
|
|
|
| |
|
U.S. Bank National Association 000 Xxxxxx Xx. XX-XX-X0 Xxxxxxxxxx, Xxxx 00000 Telephone: (000) 000-0000 Fax: (000) 000-0000 |
|
Same |
|
10.0 |
% |
$ |
25,000,000.00 |
|
|
|
|
|
|
|
|
|
| |
|
Cadence Bank, N.A. 0000 Xxxxxxxxx Xxxx, Xxxxx 000 Xxxxxxxxxx, XX 00000 Telephone: (000) 000-0000 Fax: (000) 000-0000 |
|
Same |
|
10.0 |
% |
$ |
25,000,000.00 |
|
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 000xx Xxxx Xxxx, Xxxx 00000 |
|
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 |
|
|
|
|
|
|
|
|
|
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 |
|
Xxxxxxxxx’x Mechanical Contractors, LLC |
|
Principal Place of Business |
|
000 Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000 |
|
0000 Xxx Xxxxx Xxxx, Xxxxxx, Xxxxxxx 00000
00000 Xxxxxxxxxx Xxxxx, 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 |
|
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 |
|
|
|
|
|
|
|
|
|
|
|
PRIOR |
|
PRIOR NAMES |
|
ENTITY NAME |
|
ADDRESS TYPE |
|
ADDRESS |
|
ADDRESSES |
|
& TRADE NAMES |
|
|
|
Satellite |
|
000X Xxxxxxxx Xxxx, Xxxxxxx Xxxx, Xxxxxxxx 00000 |
|
|
|
|
|
|
|
Satellite |
|
0000 X. Xxxxxxxx Xxxxx Xxxx., Xxxxxxx, Xxxxxxxx 00000 |
|
0000 Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000 |
|
|
|
|
|
Satellite |
|
0000 Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxx Xxxxxxxx 00000 |
|
|
|
|
|
|
|
Satellite |
|
0000 Xxxx Xxxxxx Xxxx Xxxx 0X Xxxxxxxxxxxxxxx, Xxxxxxxx 00000 |
|
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 |
|
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 |
|
0000 Xxxxxxxx Xxxx, Xxxxx X Xxxxxxx, Xxxxxxxx 00000 |
|
000 Xx. Xxxx Xxxx, Xxxxx, Xxxxxxxx 00000 |
|
|
|
|
|
Satellite |
|
00 Xxx Xxxxxx Xxxx, Xxxxx 000 Xxxxx, Xxxxx Xxxxxxxx 00000 |
|
|
|
|
|
|
|
|
|
|
|
PRIOR |
|
PRIOR NAMES |
|
ENTITY NAME |
|
ADDRESS TYPE |
|
ADDRESS |
|
ADDRESSES |
|
& TRADE NAMES |
|
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 |
|
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 000xx Xxxx, Xxxxx 0 Xxxx, Xxxx 00000 |
|
0000 XX 00xx Xx. #00, Xxxxxx, Xxxx 00000
0000 X. Xxxx Xxx., Xxxx, Xxxx 00000
0000 Xxxxxxx Xxxx., Xxxxx 0, Xxxxx, Xxxx 00000 |
|
|
|
|
|
Satellite |
|
000 Xxxxx Xxxxxxxx Xxxxx, Xxxxx 0 Xxxxxxxxx, Xxxxxxxx 00000 |
|
|
|
|
|
|
|
|
|
|
|
PRIOR |
|
PRIOR NAMES |
|
ENTITY NAME |
|
ADDRESS TYPE |
|
ADDRESS |
|
ADDRESSES |
|
& TRADE NAMES |
|
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. |
|
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. |
|
|
|
|
|
|
|
PRIOR |
|
PRIOR NAMES |
|
ENTITY NAME |
|
ADDRESS TYPE |
|
ADDRESS |
|
ADDRESSES |
|
& TRADE NAMES |
|
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 Xxxxxx Xxxx, Xxxxx X Xxxxxxxx, Xxxxxxx 00000 |
|
0000 Xxxxxxxxx Xxxxxxx Xx., Xxxxx 000, Xxxx.0, Xxxxxxxx, Xxxxxxx 00000 |
|
|
|
|
|
Satellite |
|
0000 Xxx Xxxx Xxxx, Xxxxx, Xxxxxxx 00000 |
|
|
|
|
|
|
|
Satellite |
|
0000 XxXxxxx Xxxx, Xxxxxx Xxxx Xxxxx, Xxxxxxx 00000 |
|
0000 Xxxxxxx 00, Xxx X, Xxxx Xxxxx, Xxxxxxx 00000 |
|
|
|
|
|
|
|
|
|
PRIOR |
|
PRIOR NAMES |
|
ENTITY NAME |
|
ADDRESS TYPE |
|
ADDRESS |
|
ADDRESSES |
|
& TRADE NAMES |
|
|
|
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.
Air Management Services, Inc. |
|
|
|
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 |
|
0000 X. 00xx, Xxxxxx, Xxxxxxx 00000
0000 X. Xxxxxxxxx Xxxx., Xxxxx 000, Xxxxxx, XX 00000
0000 X. Xxxxx Xxxx #0, Xxxxxx, Xxxxxxx 00000 |
|
|
|
|
|
|
|
|
|
PRIOR |
|
PRIOR NAMES |
|
ENTITY NAME |
|
ADDRESS TYPE |
|
ADDRESS |
|
ADDRESSES |
|
& TRADE NAMES |
|
|
|
Satellite |
|
0000 Xxxxxxx XX Xxxxxxxxxxx, Xxx Xxxxxx 00000 |
|
0000 X. Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx 00000 |
|
|
|
|
|
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 |
|
0000 Xxxxxx Xxxxx, Xxxxx 0 Xxxxxxxxx, Xxx Xxxx 00000 |
|
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 |
|
|
|
|
|
|
|
|
|
PRIOR |
|
PRIOR NAMES |
|
ENTITY NAME |
|
ADDRESS TYPE |
|
ADDRESS |
|
ADDRESSES |
|
& TRADE NAMES |
|
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. |
|
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 |
|
000 Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000 |
|
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 |
|
0000 Xxxxxxxxxxx Xxxxx Spaces B-7 and B-8 Xxxxxxxxxxxx, Xxxxxxxx 00000 |
|
000 Xxxxx Xxxx, Xxxxxxxxxxxx, Xxxxxxxx 00000 |
|
|
|
Xxxxxxxxxx & Xxxxx Mechanical and Sheet Metal Contractors, LLC |
|
Principal Place of Business |
|
0000 Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000 |
|
|
|
|
|
Dyna Ten Corporation |
|
Principal Place of Business |
|
0000 Xxxxxxxxx Xxxx, Xxxx Xxxxx, Xxxxx 00000 |
|
|
|
|
|
Dyna Ten Maintenance Services, LLC |
|
Principal Place of Business |
|
0000 Xxxxxxxxx Xxxx, Xxxx Xxxxx, Xxxxx 00000 |
|
|
|
|
|
Eastern Heating & Cooling, Inc. |
|
Principal Place of Business |
|
000 Xxxxxxxx, Xxxxxx, Xxx Xxxx 00000-0000 |
|
|
|
|
|
|
|
|
|
|
|
PRIOR |
|
PRIOR NAMES |
|
ENTITY NAME |
|
ADDRESS TYPE |
|
ADDRESS |
|
ADDRESSES |
|
& TRADE NAMES |
|
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 |
|
|
|
H&M Mechanical, Inc. |
|
Principal Place of Business |
|
0000 Xxxxxxx Xxxxxxxxx Xx. Xxxx. Xxxxx Xxxxxxxxxx, Xxxxxxx 00000 |
|
000 Xxxxxxx Xxxxx, Xxxxxx, Xxxxxxx 00000
X.X. Xxx 00000 Xxxxxxxxxx, XX 00000
0000 Xxxxxx Xxxx Xxxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxx 00000 |
|
Comfort Systems USA (Atlanta), Inc.
Helm Corporation
MidSouth Controls LLC |
|
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 Xxxxxxx Xxxx, Xxxxx Xxxx, Xxxxx 00000 |
|
0000 Xxxxxx Xxxx, Xxxx 0, Xxxxx 000, Xxxxxx, Xxxxx 00000 |
|
Mechanical Technical Services, L.P.
MTECH |
|
|
|
|
|
|
|
PRIOR |
|
PRIOR NAMES |
|
ENTITY NAME |
|
ADDRESS TYPE |
|
ADDRESS |
|
ADDRESSES |
|
& TRADE NAMES |
|
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 |
|
000 Xxxx Xxxxx Xxxxx, Xxxxxxxxx, Xxx Xxxx 00000 |
|
JM State Refrigeration Xxxxxxx Heating & Air Conditioning |
|
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 |
|
|
|
|
|
|
|
Satellite |
|
0000X Xxxxxx Xxxx Xxx Xxxxxx, 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. |
|
|
|
|
|
|
|
PRIOR |
|
PRIOR NAMES |
|
ENTITY NAME |
|
ADDRESS TYPE |
|
ADDRESS |
|
ADDRESSES |
|
& TRADE NAMES |
|
|
|
Satellite |
|
000 Xxxx Xx., Xxxxxxxxxxxx, Xxxxxxxxx 00000 |
|
000 Xxxxxx Xxxxx, Xxxxxxxxxxxx, Xxxxxxxxx 00000
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 |
|
|
|
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, 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 |
|
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. |
|
|
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 |
|
ENTITY NAME |
|
JURISDICTION OF |
|
FORMATION |
|
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 |
|
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 |
|
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 I
to
SECOND AMENDED AND RESTATED SECURITY AGREEMENT
Filing Jurisdictions
COMFORT SYSTEMS USA, INC. — SUBSIDIARIES
|
ENTITY NAME |
|
DOMESTIC |
|
FORMATION DATE |
|
|
|
|
|
|
|
Accu-Temp GP, Inc. 000 Xxxxxx, Xxxxx 000 Xxxxxxx, XX 00000 |
|
Delaware |
|
05/21/1998 |
|
|
|
|
|
|
|
Accu-Temp LP, Inc. 000 Xxxxxx, Xxxxx 000 Xxxxxxx, XX 00000 |
|
Delaware |
|
05/20/1998 |
|
|
|
|
|
|
|
ACI Mechanical, Inc. 0000 000xx Xxxx Xxxx, XX 00000 |
|
Delaware |
|
06/26/1998 |
|
|
|
|
|
|
|
Acorn Industrial, LLC 0000 XXX Xxxxxxxxx Xxxxxxx, XX 00000 |
|
North Carolina |
|
01/03/1997 |
|
|
|
|
|
|
|
Air Systems Engineering, Inc. 0000 Xxxxx Xxxx Xxxxxx Xxxxxx, XX 00000 |
|
Washington |
|
05/18/1973 |
|
|
|
|
|
|
|
AIRTEMP, INC. 00 Xxxxxxx Xxxxxx Xxxxx Xxxxxxxx, XX 00000 |
|
Maine |
|
10/15/1998 |
|
|
|
|
|
|
|
ARC Comfort Systems USA, Inc. 000 Xxxxxx, Xxxxx 000 Xxxxxxx, XX 00000 |
|
Delaware |
|
03/17/1998 |
|
|
|
|
|
|
|
Atlas-Accurate Holdings, L.L.C. 000 Xxxxxx, Xxxxx 000 Xxxxxxx, XX 00000 |
|
Delaware |
|
12/28/1998 |
|
|
|
|
|
|
|
Atlas Comfort Systems USA, L.L.C. 000 Xxxxxx, Xxxxx 000 Xxxxxxx, XX 00000 |
|
Delaware |
|
06/08/2007 |
|
|
|
|
|
|
|
Xxxxxxxxx’x Mechanical Contractors, LLC 000 Xxxxxx, Xxxxx 000 Xxxxxxx, XX 00000 |
|
Alabama |
|
03/16/1981 |
|
|
|
|
|
|
|
BCM Controls Corporation 00 Xxxxxxxx Xxx Xxxxxx, XX 00000 |
|
Massachusetts |
|
10/03/1984 |
|
|
|
|
|
|
|
California Comfort Systems USA, Inc. 0000 Xxxxxxx Xxxxx Xxx Xxxxx, XX 00000 |
|
California |
|
05/18/1983 |
|
|
|
|
|
|
|
ColonialWebb Contractors Company 0000 Xxxxxx Xxxxxx Xxxxxxxx, XX 00000 |
|
Virginia |
|
02/18/1977 |
|
ENTITY NAME |
|
DOMESTIC |
|
FORMATION DATE |
|
|
|
|
|
|
|
Comfort Systems USA (Arkansas), Inc. 0000 Xxxxx Xxxx Xxxxx Xxxxxx Xxxx, XX 00000 |
|
Delaware |
|
03/17/1998 |
|
|
|
|
|
|
|
Comfort Systems USA (Baltimore), LLC 000 Xxxxxx Xxxxx, Xxxxx 000 Xxxxxxx, XX 00000 |
|
Delaware |
|
10/15/1998 |
|
|
|
|
|
|
|
Comfort Systems USA (Bristol), Inc. 000 Xxxxxxx Xxxx. Xxxxxxx, XX 00000 |
|
Delaware |
|
08/25/1997 |
|
|
|
|
|
|
|
Comfort Systems USA Energy Services, Inc. 0 Xxxxxxxxx Xxxxxxxx Xxxxxxx, XX 00000 |
|
Delaware |
|
08/25/1997 |
|
|
|
|
|
|
|
Comfort Systems USA G.P., Inc. 000 Xxxxxx, Xxxxx 000 Xxxxxxx, XX 00000 |
|
Delaware |
|
08/12/1998 |
|
|
|
|
|
|
|
Comfort Systems USA (Intermountain), Inc. 0000 X. Xxxxxxxxx Xxxxx Xxxx Xxxx Xxxx, XX 00000 |
|
Utah |
|
05/06/1969 |
|
|
|
|
|
|
|
Comfort Systems USA (Kentucky), Inc. 0000 Xxxxxxx Xxxxx Xxxxxxxxxx, XX 00000 |
|
Kentucky |
|
02/10/1981 |
|
|
|
|
|
|
|
Comfort Systems USA (MidAtlantic), LLC 0000 Xxxx Xxxx Xxxxxxx Xxxxx Xxxxxx, XX 00000 |
|
Virginia |
|
01/01/2010 |
|
|
|
|
|
|
|
Comfort Systems USA (Midwest), LLC 0000 000xx Xxxx Xxxx, XX 00000 |
|
Iowa |
|
10/13/2009 |
|
|
|
|
|
|
|
Comfort Systems USA National Accounts, LLC 0000 Xxxxxxx Xxxxxx Xxxx, Xxxxx X & X Xxxxxxxxxxxx, XX 00000 |
|
Indiana |
|
07/28/1998 |
|
|
|
|
|
|
|
Comfort Systems USA (Ohio), Inc. 0000 Xxxxx Xxxxx Xxxxxxx Xxxxxxx, XX 00000 |
|
Ohio |
|
10/10/1979 |
|
|
|
|
|
|
|
Comfort Systems USA Puerto Rico, Inc. X.X. Xxx 0000, Xxxxx 0000 Xxxxxx, XX 00000 |
|
Puerto Rico |
|
07/02/1991 |
|
|
|
|
|
|
|
Comfort Systems USA (South Central), Inc. 0000 Xxxx Xxx Xxxxx Xxxxxxx, XX 00000 |
|
Texas |
|
05/24/2007 |
|
|
|
|
|
|
|
Comfort Systems USA (Southeast), Inc. 000 Xxxxxx Xxxxxx Xxxxxxxxx, XX 00000 |
|
Delaware |
|
03/24/1998 |
|
|
|
|
|
|
|
Comfort Systems USA (Southwest), Inc. 0000 X. Xxxxxxxxx Xxxxxxxx, XX 00000 |
|
Arizona |
|
12/23/1977 |
|
|
|
|
|
|
|
Comfort Systems USA (Syracuse), Inc. 0000 Xxx Xxxxxxx Xxxx Xxxxx Xxxx Xxxxxxxx, XX 00000 |
|
New York |
|
03/08/1965 |
|
ENTITY NAME |
|
DOMESTIC |
|
FORMATION DATE |
|
|
|
|
|
|
|
Comfort Systems USA (Texas), L.P. 000 Xxxxxx, Xxxxx 000 Xxxxxxx, XX 00000 |
|
Texas |
|
08/14/1998 |
|
|
|
|
|
|
|
Comfort Systems USA (Twin Cities), Inc. 000 Xxxxxx, Xxxxx 000 Xxxxxxx, XX 00000 |
|
Minnesota |
|
08/01/2001 |
|
|
|
|
|
|
|
Comfort Systems USA (Western Michigan), Inc. 000 Xxxxxx, Xxxxx 000 Xxxxxxx, XX 00000 |
|
Michigan |
|
07/21/1989 |
|
|
|
|
|
|
|
Control Concepts, LLC 0000 Xxxxx Xxxxxxx, Xxxxx 000 Xxxxxxx, XX 00000 |
|
Georgia |
|
12/16/1996 |
|
|
|
|
|
|
|
Control Concepts Mechanical Services, LLC 0000 Xxxxx Xxxxxxx, Xxxxx 000 Xxxxxxx, XX 00000 |
|
Georgia |
|
01/17/2008 |
|
|
|
|
|
|
|
XX00 Xxxxxxxxxxx Corporation 000 Xxxxxx, Xxxxx 000 Xxxxxxx, XX 00000 |
|
Delaware |
|
01/26/1999 |
|
|
|
|
|
|
|
Delcard Associates, LLC 000 Xxxxxx, Xxxxx 000 Xxxxxxx, XX 00000 |
|
Delaware |
|
06/23/2000 |
|
|
|
|
|
|
|
Design Mechanical Incorporated 000 XXX Xxxx., Xxxxx #X Xxxxxxxxxx, XX 00000 |
|
Delaware |
|
10/30/1997 |
|
|
|
|
|
|
|
Xxxxxxxxxx & Xxxxx Mechanical and Sheet Metal Contractors, LLC 0000 Xxxxx Xxxxxx Xxxxxxxxx, XX 00000 |
|
Tennessee |
|
12/31/2003 |
|
|
|
|
|
|
|
Dyna Ten Corporation 0000 Xxxxxxxxx Xxxx Xxxx Xxxxx, XX 00000 |
|
Texas |
|
06/26/1980 |
|
|
|
|
|
|
|
Dyna Ten Maintenance Services, LLC 0000 Xxxxxxxxx Xxxx Xxxx Xxxxx, XX 00000 |
|
Texas |
|
08/07/2006 |
|
|
|
|
|
|
|
Eastern Heating & Cooling, Inc. 000 Xxxxxxxx Xxxxxx, XX 00000-0000 |
|
New York |
|
12/19/1988 |
|
|
|
|
|
|
|
Eastern Refrigeration Co., Inc. 000 Xxxxxxxx Xxxxxx, XX 00000-0000 |
|
New York |
|
01/30/1990 |
|
|
|
|
|
|
|
Granite State Holdings Company, Inc. 000 Xxxxxx, Xxxxx 000 Xxxxxxx, XX 00000 |
|
Delaware |
|
11/02/2005 |
|
|
|
|
|
|
|
Granite State Plumbing & Heating, LLC 00 X. Xxxxxxxxx Xxxx Xxxxx, XX 00000 |
|
Delaware |
|
07/31/2001 |
|
ENTITY NAME |
|
DOMESTIC |
|
FORMATION DATE |
|
|
|
|
|
|
|
H & M Mechanical, Inc. 0000 Xxxxxxx Xxxxxxxxx Xx. Xxxx. Xxxxx Xxxxxxxxxx, XX 00000 |
|
Delaware |
|
06/25/1998 |
|
|
|
|
|
|
|
Helm Corporation 000 Xxxxxx, Xxxxx 000 Xxxxxxx, XX 00000 |
|
Colorado |
|
10/26/1972 |
|
|
|
|
|
|
|
Xxxx Mechanical Corporation 0000 Xxxxxxx Xxxxx Xxxxx Xxxxxxxx, XX 00000-0000 |
|
Delaware |
|
03/17/1998 |
|
|
|
|
|
|
|
Xxxxxx River Heating and Cooling, Inc. 000 Xxxxxx, Xxxxx 000 Xxxxxxx, XX 00000 |
|
Delaware |
|
08/19/2005 |
|
|
|
|
|
|
|
H-VAC Supply, L.L.C. X.X. Xxx 0000, Xxxxx 0000 Xxxxxx, XX 00000 |
|
Puerto Rico |
|
10/18/06 |
|
|
|
|
|
|
|
Mechanical Technical Services, Inc. 0000 Xxxxxxx Xxxx Xxxxx Xxxx, XX 00000 |
|
Texas |
|
05/24/2007 |
|
|
|
|
|
|
|
Merit Mechanical, Inc. 0000 000xx Xxx XX Xxxxxxx, XX 00000 |
|
Washington |
|
02/14/1984 |
|
|
|
|
|
|
|
MJ Mechanical Services, Inc. 0000 Xxxxxxxx Xxxx Xxxxxxxxx, XX 00000 |
|
Delaware |
|
12/12/1997 |
|
|
|
|
|
|
|
North American Mechanical, Inc. 0000 Xxxxx Xxxx 00 Xxxxxxx, XX 00000 |
|
Delaware |
|
03/17/1998 |
|
|
|
|
|
|
|
Plant Services Incorporated 000 Xxxxxx, Xxxxx 000 Xxxxxxx, XX 00000 |
|
Iowa |
|
07/02/1986 |
|
|
|
|
|
|
|
Quality Air Heating & Cooling, Inc. 0000 Xxxxx Xxxxxx, XX Xxxxx Xxxxxx, XX 00000 |
|
Michigan |
|
09/10/1980 |
|
|
|
|
|
|
|
Xxxxxxxxxxxx Brothers, Inc. 0000 X. Xxxxxx Xxxx Xxxxx Xxxxxxxx, XX 00000 |
|
Virginia |
|
12/22/1958 |
|
|
|
|
|
|
|
S.I. Xxxxxxx Company, Inc. 000 Xxxxxxx Xxxxx Xxxxxxxx, XX 00000 |
|
Florida |
|
10/04/1976 |
|
|
|
|
|
|
|
X.X. Xxxxxxxx Company, Inc. 000 Xxxxxxx Xxxxxx Xxxxxxx, XX 00000 |
|
Tennessee |
|
03/08/1973 |
|
|
|
|
|
|
|
SA Associates, Inc. 000 Xxxxxx, Xxxxx 000 Xxxxxxx, XX 00000 |
|
Utah |
|
03/27/1984 |
|
|
|
|
|
|
|
Salmon & Alder, L.L.C. 000 Xxxxxx, Xxxxx 000 Xxxxxxx, XX 00000 |
|
Utah |
|
07/08/1996 |
|
ENTITY NAME |
|
DOMESTIC |
|
FORMATION DATE |
|
|
|
|
|
|
|
Seasonair, Inc. 00000-X Xxxxxxxxxx Xxxxx Xxxxxxxxxxxx, XX 00000 |
|
Maryland |
|
10/28/1966 |
|
|
|
|
|
|
|
Temp Right Service, Inc. 000 Xxxxx Xxxxxx Xxxxxxxx, XX 00000 |
|
Delaware |
|
09/25/1997 |
|
|
|
|
|
|
|
The Capital Refrigeration Company 000 X. Xxxxxxxxx Xxxxxx Xxxxxxxxxx, XX 00000 |
|
Delaware |
|
08/06/1998 |
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 000xx Xxxx 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, L.L.C. 000 Xxxxxx, Xxxxx 000 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 |
|
Grantor Official Name, Address of Principal Place |
|
State of |
|
Entity Type |
|
Charter/ID |
|
Prior Names & Trade Names |
|
Xxxxxxxxx’x Mechanical Contractors, LLC 000 Xxxxxx, Xxxxx 000 Xxxxxxx, 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 Xxxxxx 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, 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 |
|
|
|
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. |
|
Grantor Official Name, Address of Principal Place |
|
State of |
|
Entity Type |
|
Charter/ID |
|
Prior Names & Trade Names |
|
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 000xx Xxxx Xxxx, 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 |
|
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; Air Management Services, Inc. |
|
Grantor Official Name, Address of Principal Place |
|
State of |
|
Entity Type |
|
Charter/ID |
|
Prior Names & Trade Names |
|
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 |
|
12058032 |
|
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 000 Xxxxxx, Xxxxx 000 Xxxxxxx, XX 00000 |
|
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. |
|
Xxxxxxxxxx & Xxxxx Mechanical and Sheet Metal Contractors, LLC 0000 Xxxxx Xxxxxx Xxxxxxxxx, XX 00000 |
|
Tennessee |
|
Limited Liability Company |
|
000460366 |
|
|
|
Grantor Official Name, Address of Principal Place |
|
State of |
|
Entity Type |
|
Charter/ID |
|
Prior Names & Trade Names |
|
Dyna Ten Corporation 0000 Xxxxxxxxx Xxxx Xxxx Xxxxx, XX 00000 |
|
Texas |
|
Corporation |
|
00523341-00 |
|
|
|
Dyna Ten Maintenance Systems, LLC 0000 Xxxxxxxxx Xxxx Xxxx Xxxxx, XX 00000 |
|
Texas |
|
Limited Liability Company |
|
800690724 |
|
|
|
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. 0000 Xxxxxxx Xxxxxxxxx Xx. Xxxx. Xxxxx Xxxxxxxxxx, 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 |
|
|
|
Grantor Official Name, Address of Principal Place |
|
State of |
|
Entity Type |
|
Charter/ID |
|
Prior Names & Trade Names |
|
Mechanical Technical Services, Inc. 0000 Xxxxxxx Xxxx Xxxxx Xxxx, XX 00000 |
|
Texas |
|
Corporation |
|
801702874 |
|
Mechanical Technical Services, L.P.; MTECH |
|
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 |
|
|
|
Grantor Official Name, Address of Principal Place |
|
State of |
|
Entity Type |
|
Charter/ID |
|
Prior Names & Trade Names |
|
Seasonair, Inc. 00000-X Xxxxxxxxxx Xxxxx Xxxxxxxxxxxx, XX 00000 |
|
Maryland |
|
Corporation |
|
D0193599 |
|
|
|
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:
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)
SCHEDULE I
to
SECOND AMENDED AND RESTATED PLEDGE AGREEMENT
Part A
Pledged Shares
|
|
|
Pledged Entity |
|
Class of |
|
Stock |
|
Number |
|
Pledgor(s)/Percentage of |
|
|
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 — XX00 Xxxxxxxxxxx Corp. |
|
|
9. |
|
Atlas Comfort Systems USA, L.L.C. |
|
N/A |
|
N/A |
|
N/A |
|
100% member interest — Xxxx Mechanical Corporation |
|
|
10. |
|
Xxxxxxxxx’x 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 — Xxxx 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 — Xxxxxxxxxxxx Brothers, Inc. |
|
|
22. |
|
Comfort Systems USA (Midwest), LLC |
|
N/A |
|
N/A |
|
N/A |
|
100% member interest — Plant Services Incorporated |
|
|
|
|
Pledged Entity |
|
Class of |
|
Stock |
|
Number |
|
Pledgor(s)/Percentage of |
|
|
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. |
|
XX00 Xxxxxxxxxxx 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. |
|
Xxxxxxxxxx & Xxxxx 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 |
|
|
|
|
Pledged Entity |
|
Class of |
|
Stock |
|
Number |
|
Pledgor(s)/Percentage of |
|
|
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. |
|
Xxxx Mechanical Corporation |
|
Common |
|
CS1 |
|
100 |
|
100% of shares owned by Borrower |
|
|
48. |
|
Xxxxxx 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. |
|
Xxxxxxxxxxxx Brothers, Inc. |
|
Common |
|
CS1 |
|
100 |
|
100% of shares owned by Borrower |
|
|
57. |
|
S.I. Xxxxxxx Company, Inc. |
|
Common |
|
CS1 |
|
750 |
|
100% of shares owned by Borrower |
|
|
58. |
|
X.X. Xxxxxxxx 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 |
|
