FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.25

Execution Copy

FIFTH AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT

THIS FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (the “Amendment”) is made and entered into effective as of the 1^st day of March, 2005, by and among COMFORT SYSTEMS USA, INC., a Delaware corporation (“Borrower”); BANK OF TEXAS NA, as a Lender and as Administrative Agent (“Administrative Agent”); HIBERNIA NATIONAL BANK, as a Lender and as Documentation Agent; and the Lenders (“Lenders”) and Guarantors (“Guarantors”) set forth on the signature pages hereto.

RECITALS:

WHEREAS, Borrower, the Administrative Agent, the Document Agent and the Lenders entered into an Amended and Restated Credit Agreement dated December 31, 2003, as amended by the First Amendment to Amended and Restated Credit Agreement dated as of May 12, 2004, the Second Amendment to Amended and Restated Credit Agreement dated as of June 10, 2004, the Third Amendment to Amended and Restated Credit Agreement dated as of June 23, 2004 and the Fourth Amendment to Amended and Restated Credit Agreement dated as of December 23, 2004 (the “Credit Agreement”), pursuant to which Borrower amended and restated the Prior Credit Documents; and

WHEREAS, Borrower, Administrative Agent, Document Agent, Lenders and Guarantors desire to amend the Credit Agreement as herein set forth to add an additional Surety and to authorize an increase in bonding capacity.

NOW THEREFORE, in consideration of the premises herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Definitions. Except as otherwise provided below, unless the context hereof indicates otherwise, all capitalized terms used herein shall have the same meaning as such capitalized terms are defined in the Credit Agreement.

2. Amendments to the Credit Agreement. The Credit Agreement is, subject to the satisfaction of the conditions precedent set forth in Section 3 hereof, hereby amended as follows:

(a) Definitions. The following defined terms set forth in Article I of the Credit Agreement are hereby amended to read as follows:

“‘Indemnity Agreement’ means that certain Underwriting, Indemnity, and Security Agreement dated October 23, 2003 among Borrower, the other Restricted Persons and Federal Insurance Company, as amended by First Amendment to Underwriting, Indemnity, and Security Agreement entered into as of the 1st day of March, 2005, among Borrower, the other Restricted Persons, Federal Insurance Company and Arch Insurance Company, and as amended by any other amendment thereto that is in compliance with Section 7.12.

‘Intercreditor Agreement’ means that certain Intercreditor Agreement dated October 23, 2003 between Federal Insurance Company and the Prior Agent, as amended by First Amendment to Intercreditor Agreement, made and entered into the 1st day of March, 2005, among Federal Insurance Company, Arch Insurance Company and the Administrative Agent on behalf itself and the other Lenders, and as amended by any other amendment thereto that is executed by the Administrative Agent on behalf of itself and the other Lenders.

‘Surety’ means, collectively or individually, as the case may be:

(a) Federal Insurance Company, an Indiana corporation, its Affiliates and Subsidiaries and their respective co-sureties and reinsurers, and their respective successors and permitted assigns, and

(b) Arch Insurance Company, a Missouri corporation, its Affiliates and Subsidiaries and their respective co-sureties and reinsurers, and their respective successors and permitted assigns.”

(b) Section 7.12(b) is hereby amended by deleting “30 percent” in subparagraph (ii)(x) and inserting, in lieu thereof, “35 percent” and by deleting “$225,000,000” in subparagraph (ii)(y) and inserting, in lieu thereof, “$275,000,000.”

(c) Sections 5.13 and 5.14 to Schedule 5 to the Credit Agreement shall be deleted and replaced with the corresponding Schedules attached hereto.

3. Conditions Precedent to Effectiveness of Amendment. This Amendment shall become effective when, and only when, the Administrative Agent shall have received:

(a) Counterparts of this Amendment duly executed by Borrower, Guarantors and the Required Lenders (unless otherwise indicated) being dated the date hereof, in form and substance reasonably satisfactory to the Administrative Agent, and

(b) a counterpart of the First Amendment to Intercreditor Agreement duly executed by Federal Insurance Company, Arch Insurance Company and the Administrative Agent, and acknowledged by the Borrower and the Guarantors; and

(c) a copy of the First Amendment to Underwriting, Indemnity, and Security Agreement duly executed by Federal Insurance Company, Arch Insurance Company, the Borrower, and the Guarantors, in form and substance reasonably satisfactory to the Administrative Agent.

Borrower agrees to pay to the Administrative Agent for the account of the Lenders, promptly after the effective date of this Fifth Amendment, an amendment fee in the amount of $45,000. The Administrative Agent shall disburse a portion of said amendment fee to each lender based upon the ratio of such Lender’s Revolving Loan Percentage Share.

Borrower agrees to pay promptly after receipt of an invoice therefore the reasonable fees and expenses of counsel to the Administrative Agent in connection with the preparation and negotiation of this Amendment and all documents and instruments contemplated hereby.

4. Representations and Warranties of Borrower. Borrower represents and warrants as follows:

(a) Borrower and Guarantors are each duly authorized and empowered to execute, deliver and perform this Amendment and all other instruments referred to or mentioned herein to which it is a party, and all action on their part requisite for the due execution, delivery and the performance of this Amendment has been duly and effectively taken.

(b) After giving affect to this Amendment, the representations and warranties contained in the Credit Agreement, as amended hereby, and any other Loan Documents executed in connection herewith or therewith are true in all material respects on and as of the date hereof as though made on and as of the date hereof, except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty was true in all material respects when made;

(d) When duly executed and delivered, each of this Amendment and the Credit Agreement will be legal and binding obligations of Borrower, enforceable in accordance with their respective terms, except as limited by bankruptcy, insolvency or similar laws of general application relating to the enforcement of creditors’ rights and by equitable principles of general application.

5. Reference to and Effect on the Loan Documents.

(a) Upon the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import, and each reference in the Loan Documents shall mean and be a reference to the Credit Agreement as amended hereby.

(b) Except as specifically amended above, the Credit Agreement, the Notes, and all other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed. Without limiting the generality of the foregoing, the Security Documents and all collateral described therein do and shall continue to secure the payment of all obligations of Borrower under the Credit Agreement as amended hereby, the Notes, and under the Security Documents.

(c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of Lender under any of the Security Documents, nor constitute a waiver of any provision of any of the Security Documents.

6. Costs and Expenses. Borrower agrees to pay on demand all costs and expenses of Lenders in connection with the preparation, reproduction, execution and delivery of this Amendment and the other instruments and documents to be delivered hereunder, including the reasonable fees and out-of-pocket expenses of counsel for Lenders. In addition, Borrower shall pay any and all fees payable or determined to be payable in connection with the execution and delivery, filing or recording of this Amendment and the other instruments and documents to be delivered hereunder, and agrees to save Lenders harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such fees.

7. Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument.

8. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of Texas.

9.. Final Agreement. THIS WRITTEN AMENDMENT REPRESENTS THE FINAL AGREEMENT BETWEEN 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 BETWEEN THE PARTIES.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be duly executed in multiple counterparts, each of which is an original instrument for all purposes, all as of the day and year first above written.

BORROWER:

COMFORT SYSTEMS USA, INC.


By:	/s/ J. Xxxxxx Xxxxxxxxxxxxx
	J. Xxxxxx Xxxxxxxxxxxxx
	Executive Vice President and
	Chief Financial Officer

	LENDERS:

	BANK OF TEXAS NA,
	Administrative Agent and Lender


	By:	/s/ Xxxxxx X. Xxxxxxxx
		Xxxxxx X. Xxxxxxxx
		Vice President


	HIBERNIA NATIONAL BANK,
		Documentation Agent,
		LC Issuer and Lender


	By:	/s/ Xxxxxxx Xxxxx
		Xxxxxxx Xxxxx
		Senior Vice President


	BANK OF SCOTLAND, Lender


	By:	/s/


	FIRSTCAPITAL BANK, SSB, Lender

		By:	/s/ Xxxxxxx X. Xxxxxx
			Xxxxxxx X. Xxxxxx
			Senior Vice President


		RZB FINANCE LLC, Lender


		By:	/s/


		By:	/s/


		FIRST BANK & TRUST, Lender


		By:	/s/ Xxxxxxx X. Xxxxxx
			Xxxxxxx X. Xxxxxx
			Vice President

	GUARANTORS:

	ACI MECHANICAL, INC.
	ACI MECHANICAL USA, INC.
	ARC COMFORT SYSTEMS USA, INC.
	ACCURATE AIR SYSTEMS, L.P., by Atlas-
	Accurate Holdings, L.L.C., as General Partner
	ACCU-TEMP GP, INC.
	ACCU-TEMP LP, INC.
	AIRTEMP, INC.
	ATLAS-ACCURATE HOLDINGS, L.L.C.,
	by CS53 Acquisition Corp., as Acting Member
	ATLAS COMFORT SYSTEMS USA, LP (f/k/a
	Atlas Air Conditioning Company, L.P.) by
	Atlas-Accurate Holdings, L.L.C., as General Partner
	XXXXXXXXX’X MECHANICAL CONTRACTORS, INC.
	BCM CONTROLS CORPORATION
	CALIFORNIA COMFORT SYSTEMS USA, INC.
	CENTRAL MECHANICAL, INC.
	CLIMATE CONTROL, INC.
	COMFORT SYSTEMS USA (ARKANSAS), INC.
	COMFORT SYSTEMS USA (BALTIMORE), INC.
	COMFORT SYSTEMS USA (BRISTOL), INC.
	COMFORT SYSTEMS USA (OHIO), INC.
	(f/k/a Comfort Systems USA (Cleveland), Inc.)
	COMFORT SYSTEMS USA (FLORIDA), INC.
	COMFORT SYSTEMS USA G.P., INC.
	COMFORT SYSTEMS USA (HARTFORD), INC.
	COMFORT SYSTEMS USA
	(INTERMOUNTAIN), INC.
	COMFORT SYSTEMS USA NATIONAL
	ACCOUNTS, LLC (f/k/a Accu-Temp, LLC)
	by Accu-Temp LP, Inc., as acting member
	COMFORT SYSTEMS USA (SYRACUSE), INC. COMFORT SYSTEMS USA (TEXAS), L.P., by
	Comfort Systems USA G.P., Inc., as
	General Partner
	COMFORT SYSTEMS USA (TWIN CITIES), INC.
	COMFORT SYSTEMS USA (WESTERN
	MICHIGAN), INC.
	CS44 ACQUISITION CORP.
	CS53 ACQUISITION CORP.
	DESIGN MECHANICAL INCORPORATED
	EASTERN HEATING & COOLING, INC.

GRANITE STATE PLUMBING & HEATING, LLC
GULFSIDE MECHANICAL, INC.
H & M MECHANICAL, INC.
HELM CORPORATION
XXXX MECHANICAL CORPORATION
J & J MECHANICAL, INC.
XXXXX AIR CONDITIONING ENTERPRISE INC.
XXXXXX HEATING, INC.
MECHANICAL TECHNICAL SERVICES, L.P.,
by Atlas-Accurate Holdings, L.L.C., as General Partner
MJ MECHANICAL SERVICES, INC.
XXXX MECHANICAL CONTRACTORS, INC.
NORTH AMERICAN MECHANICAL, INC.
QUALITY AIR HEATING & COOLING, INC.
S&K AIR CONDITIONING CO., INC.
S.I. XXXXXXX COMPANY, INC.
X.X. XXXXXXXX COMPANY, INC. (successor by
merger to CEL, Inc.)
SA ASSOCIATES, INC.
SALMON & ALDER, L.L.C., by SA Associates, Inc.,
as acting member
SEASONAIR, INC.
XXXXXX PLUMBING & HEATING, INC.
TARGET CONSTRUCTION, INC.
TEMP-RIGHT SERVICE, INC.
THE CAPITAL REFRIGERATION COMPANY
TRI-CITY MECHANICAL, INC.
UNITED ENVIRONMENTAL SERVICES, L.P.,
by Atlas-Accurate Holdings, L.L.C., as
General Partner
WESTERN BUILDING SERVICES, INC.


By:	/s/ J. Xxxxxx Xxxxxxxxxxxxx
		J. Xxxxxx Xxxxxxxxxxxxx
		Vice President & Assistant Secretary

SECTION 5.13 to SCHEDULE 5

Names and Places of Business

NO.	COMPANY NAME AND ADDRESS	PRIOR ADDRESS	PRIOR NAMES ANDTRADE NAMES
1.	ACI Mechanical, Inc. 0000 X. Xxxx Xxxxxx Xxxx, XX 00000
2.	ACI Mechanical USA, Inc. 0000 Xxxxx Xxx., Xxx. X Xxxxxxxxxx, XX 00000
3.	ARC Comfort Systems USA, Inc. 0000 Xxxx Xxxxxxx Xxxxxx Xxxxxxx, XX 00000		American Refrigeration Contractors MDC Service Corporation Superior Mechanical Systems, Inc.
4.	Accurate Air Systems, L.P. 0000 Xxxx Xxx Xxxxx Xxxxxxx, XX 00000
5.	Accu-Temp GP, Inc. 000 Xxxx Xxx Xxxx., Xxxxx 000 Xxxxxxx, XX 00000
6.	Accu-Temp LP, Inc 000 Xxxx Xxx Xxxx., Xxxxx 000 Xxxxxxx, XX 00000
7.	AIRTEMP, INC. 00 Xxxxxxx Xxxxxx Xxxxx Xxxxxxxx, XX 00000
8.	Atlas-Accurate Holdings, L.L.C. 000 Xxxx Xxx Xxxx., Xxxxx 000 Xxxxxxx, XX 00000
9.	Atlas Comfort Systems USA, L.P. 0000 Xxxxxxxxxxx Xxxxxxx, XX 00000		Atlas Air Conditioning Company, L.P.
10.	Xxxxxxxxx’x Mechanical Contractors, Inc. 0000 Xxx Xxxxx Xxxx Xxxxxx, XX 00000
11.	BCM Controls Corporation 00 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000
12.	California Comfort Systems USA, Inc. 000 Xxxxxx Xxx Xxxxxxxxx, XX 00000		Helm San Diego Corporation RMC2 Mechanical Systems Weather Engineering, Inc.
13.	Central Mechanical, Inc. 0000 Xxxx & Xxxx Xxxx Xxxxxxxx, XX. 00000		Central Construction
14.	Climate Control, Inc. 0000 Xxxx Xxxx Xxxxxxx Xxxxx Xxxxxx, XX 00000		CCI Systems Comfort Systems USA (South Boston) Comfort Systems USA (Raleigh)
15.	Comfort Systems USA (Arkansas), Inc. 0000 Xxxxx Xxxx Xxxxx Xxxxxx Xxxx, XX 00000		River City Mechanical Incorporated
16.	Comfort Systems USA (Baltimore), Inc.	0000 Xxxxxxxx Xxxx Xxxx,

	0000 Xxxxxxxx Xxxx Xxxx, Xxxxx 000 Xxxxxxxx, XX 00000	Xxxxx 000 Xxxxxxxx, XX 00000
17.	Comfort Systems USA (Bristol), Inc. 000 Xxxxxxx Xxxx. Xxxxxxx, XX 00000			Xxxx Xxxxx Mechanical Contractors
18.	Comfort Systems USA (Ohio), Inc. 00000 Xxxxx Xxxxxxxxxx Xxxxxxx Xxxxx, XX 00000			Comfort Systems USA (Cleveland), Inc. Tech Heating and Air Conditioning, Inc.
19.	Comfort Systems USA (Florida), Inc. 000 Xxxxxxx Xxxxx Xxxxxxxx, XX 00000	0000 Xxxxxx Xxxxx Xxxxxxxx, XX 00000		All Temp Services Drake Corporation Air Masters of Tampa Bay
20.	Comfort Systems USA G.P., Inc. 000 Xxxx Xxx Xxxx., Xxxxx 000 Xxxxxxx, XX 00000
21.	Comfort Systems USA (Hartford), Inc. 00 Xxxxx Xxxxxx Xxxx, Xxxxx X Xxxxxxx, XX 00000			The Xxxxxx Xxxxxx Company
22.	Comfort Systems USA (Intermountain), Inc. 0000 X. Xxxxxxxxx Xxxxx Xxxx Xxxx Xxxx, XX 00000			CSI/Bonneville Contract Service Freeway Heating & Air Conditioning Pond Plumbing & Heating Salmon & Alder
23.	Comfort Systems USA National Accounts, LLC 0000 Xxxxxxx Xxxxxx Xxxx, Xxxxxx X & X Xxxxxxxxxxxx, XX 000000	000 Xxxxxxxx Xxxxxx Xxxxxxxxxxxx, XX 00000		Accu-Temp, LLC
24.	Comfort Systems USA (Syracuse), Inc. 0000 Xxx Xxxxxxx Xxxx Xxxxx Xxxx Xxxxxxxx, XX 00000			Armani Plumbing & Mechanical Xxxxxxxx & Associates Abj Fire Protection
25.	Comfort Systems USA (Texas), L.P. 000 Xxxx Xxx Xxxx., Xxxxx 000 Xxxxxxx, XX 00000
26.	Comfort Systems USA (Twin Cities), Inc. 0000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000			EDS Energy Development Services
27.	Comfort Systems USA (Western Michigan), Inc. 000 Xxxxxxx Xxxxx Xxxxxxxx, XX 00000	0000 Xxx Xxxx Xxxxx Xxxxxxxx Xxxx, XX 00000		River City Mechanical Xxxxxx Service Co. H & H Plumbing
28.	XX00 Xxxxxxxxxxx Corp. 0000 Xxxxx Xxxxxx, Xxxxx X Xxxxxx, XX 00000			Service Refrigeration Edmund’s
29.	XX00 Xxxxxxxxxxx Corp. 000 Xxxx Xxx Xxxx., Xxxxx 000 Xxxxxxx, XX 00000
30.	Design Mechanical Incorporated 000 XXX Xxxx., Xxxxx #X Xxxxxxxxxx, XX 00000
31.	Eastern Heating & Cooling, Inc. 000 Xxxxxxxx Xxxxxx, XX 00000-0000
32.	Granite State Plumbing & Heating, LLC 000 Xxxx Xxxx Xxxxxxxxx, XX 00000		Granite State Plumbing and Heating, LLC

33.	Gulfside Mechanical, Inc. 000 Xxxxxx Xxxxxx Xxxxxxxxx, XX 00000
34.	H & M Mechanical, Inc. 000 Xxxxxxx Xxxxx Xxxxxx, XX 00000
35.	Helm Corporation 000 XXX Xxxx., Xxxxx #X Xxxxxxxxxx, XX. 00000
36.	Xxxx Mechanical Corporation 0000 Xxxxxxx Xxxxx Xxxxx Xxxxxxxx, XX 00000-0000
37.	J & J Mechanical, Inc. 0000 Xxxxx Xxxxx Xxxxxxxxxx, XX 00000
38.	Xxxxx Air Conditioning Enterprise Inc. Xxxx#0XX-00 XX.0.X.X. Xxx Xxxxxxxx, XX 00000
39.	Xxxxxx Heating, Inc. 0000 X. Xxxxxxxxx Xxxxx Xxxx Xxxx Xxxx, XX 00000	0000 X. Xxxx Xxxxxx Xxxx Xxxxxxx Xxxx, XX 00000
40.	Mechanical Technical Services, L.P. 0000 Xxxx Xxxx. Xxxxxx, XX 00000
41.	MJ Mechanical Services, Inc. 0000 Xxxxxxxx Xxxx Xxxxxxxxx, XX 00000		JM State Refrigeration
42.	Xxxx Mechanical Contractors, Inc. 000 Xxxxxxxxxx Xxxxx Xxxxxxxxxxx, XX 00000
43.	North American Mechanical, Inc. 0000 Xxxxx Xxxxxxxx Xxxx Xx Xxxxxx, XX 00000
44.	Quality Air Heating & Cooling, Inc. 0000 Xxxxx Xxxxxx, XX Xxxxx Xxxxxx, XX 00000		Precision Air
45.	S&K Air Conditioning Co., Inc. 0000 Xxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000
46.	S. I. Xxxxxxx Company, Inc. 000 Xxxxxxx Xxxxx Xxxxxxxx, XX 00000		Central Construction Mechanical Service Group
47.	X.X. Xxxxxxxx Company, Inc. 000 Xxxxxxx Xxxxxx Xxxxxxx, TN. 38301		CEL, Inc. Xxxxx Electric
48.	SA Associates, Inc. 0000 X. Xxxxxxxxx Xxxxx Xxxx Xxxx Xxxx, XX. 00000		Salmon & Alder
49.	Salmon & Alder, L.L.C. 0000 X. Xxxxxxxxx Xxxxx Xxxx Xxxx Xxxx, XX 00000
50.	Seasonair, Inc. 00000-X Xxxxxxxxxx Xxxxx Xxxxxxxxxxxx, XX 00000
51.	Xxxxxx Plumbing & Heating, Inc. 81 U.S. 31 South	0000 Xxxxxx Xxxxxx Xxxx Xxxxxxxx Xxxx, XX 00000

	Xxxxxxxx Xxxx, XX 00000
52.	Target Construction, Inc. 000 Xxxxxxxxx Xxxxx Xxxxxxxx, XX 00000
53.	Temp-Right Service, Inc. 000 Xxxxx Xxxxxx Xxxxxxxx, XX 00000
54.	The Capital Refrigeration Company 000 X. Xxxxxxxxx Xxxxxx Xxxxxxxxxx, XX 00000
55.	Tri-City Mechanical, Inc. 0000 X. Xxxxxxxxx Xxxxxxxx, XX. 00000		Dave’s Refrigeration
56.	United Environmental Services, L.P. 0000 Xxx Xxxx Xxxxx Xxxxxxxx, XX 00000	0000 Xxxxxx Xxxxxx Xxxxxxx, XX 00000
57.	Western Building Services, Inc. 000 X. 00^xx Xxxxxx, Xxxxx 00 Xxxxxx, XX. 00000		Colorado Plumbing Service B.E.S.T. HVAC

SECTION 5.14 to SCHEDULE 5

Subsidiaries

ENTITY NUMBER	NAME OF ENTITY	STATE OF ORGANIZATION

1.	ACI Mechanical, Inc.	Delaware
2.	ACI Mechanical USA, Inc.	Delaware
3.	ARC Comfort Systems USA, Inc.	Delaware
4.	Accurate Air Systems, L.P.	Texas
5.	Accu-Temp GP, Inc.	Delaware
6.	Accu-Temp LP, Inc.	Delaware
7.	AIRTEMP, INC.	Delaware
8.	Atlas-Accurate Holdings, L.L.C.	Delaware
9.	Atlas Comfort Systems USA, L.P.	Texas
10.	Xxxxxxxxx’x Mechanical Contractors, Inc.	Alabama
11.	BCM Controls Corporation	Massachusetts
12.	California Comfort Systems USA, Inc.	California
13.	Central Mechanical, Inc.	Delaware
14.	Climate Control, Inc.	Delaware
15.	Comfort Systems USA (Arkansas), Inc.	Delaware
16.	Comfort Systems USA (Baltimore), Inc.	Delaware
17.	Comfort Systems USA (Bristol), Inc.	Delaware
18.	Comfort Systems USA (Ohio), Inc.	Ohio
19.	Comfort Systems USA (Florida), Inc.	Florida
20.	Comfort Systems USA G.P., Inc.	Delaware
21.	Comfort Systems USA (Hartford), Inc.	Delaware
22.	Comfort Systems USA (Intermountain), Inc.	Utah
23.	Comfort Systems USA National Accounts, LLC	Indiana
24.	Comfort Systems USA (Syracuse), Inc.	New York
25.	Comfort Systems USA (Texas), L.P.	Texas
26.	Comfort Systems USA (Twin Cities), Inc.	Minnesota
27.	Comfort Systems USA (Western Michigan), Inc.	Michigan
28.	XX00 Xxxxxxxxxxx Corp.	Delaware
29.	XX00 Xxxxxxxxxxx Corp.	Delaware
30.	Design Mechanical Incorporated	Delaware
31.	Eastern Heating & Cooling, Inc.	New York
32.	Granite State Plumbing & Heating, LLC	Delaware
33.	Gulfside Mechanical, Inc.	Delaware
34.	H & M Mechanical, Inc.	Delaware
35.	Helm Corporation	Colorado
36.	Xxxx Mechanical Corporation	Delaware
37.	J & J Mechanical, Inc.	Kentucky
38.	Xxxxx Air Conditioning Enterprise Inc.	Puerto Rico
39.	Xxxxxx Heating, Inc.	Wyoming

ENTITY NUMBER	NAME OF ENTITY	STATE OF ORGANIZATION

40.	Mechanical Technical Services, L.P.	Texas
41.	MJ Mechanical Services, Inc.	Delaware
42.	Xxxx Mechanical Contractors, Inc.	Delaware
43.	North American Mechanical, Inc.	Delaware
44.	Quality Air Heating & Cooling, Inc.	Michigan
45.	S&K Air Conditioning Co., Inc.	Georgia
46.	S. I. Xxxxxxx Company, Inc.	Delaware
47.	X.X. Xxxxxxxx Company, Inc.	Tennessee
48.	SA Associates, Inc.	Utah
49.	Salmon & Alder, L.L.C.	Utah
50.	Seasonair, Inc.	Maryland
51.	Xxxxxx Plumbing & Heating, Inc.	Delaware
52.	Target Construction, Inc.	Delaware
53.	Temp-Right Service, Inc.	Delaware
54.	The Capital Refrigeration Company	Delaware
55.	Tri-City Mechanical, Inc.	Arizona
56.	United Environmental Services, L.P.	Texas
57.	Western Building Services, Inc.	Colorado

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FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

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