AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, SECOND AMENDED AND RESTATED SECURITY AGREEMENT, AND SECOND AMENDED AND RESTATED PLEDGE AGREEMENT
Exhibit 10.1
Execution Version
AMENDMENT NO. 1 TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT,
SECOND AMENDED AND RESTATED SECURITY AGREEMENT,
AND
SECOND AMENDED AND RESTATED PLEDGE AGREEMENT
THIS AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, SECOND AMENDED AND RESTATED SECURITY AGREEMENT, AND SECOND AMENDED AND RESTATED PLEDGE AGREEMENT (this “Amendment”) dated as of September 23, 2011, 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, 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) Section 1.1 of the Credit Agreement is hereby amended by adding the following definition in alphabetical order:
“Amendment No. 1 Effective Date” means September 23, 2011.
(b) Section 1.1 of the Credit Agreement is hereby amended by adding the following definition in alphabetical order:
“Change in Law” means (a) the adoption of any law, rule or regulation after the date of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by any Lender or the Issuing Bank (or, for purposes of Section 3.3), by any lending office of such Lender or by such Lender’s or the Issuing Bank’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement provided, that notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines, or directives thereunder or issued in connection therewith shall be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.
(c) Section 1.1 of the Credit Agreement is hereby amended by adding the following to the end of the definitions of “Consolidated EBITDA”, “Consolidated Net Income” and “Consolidated Total Indebtedness”:
With respect to Non-Wholly Owned Subsidiaries, only that amount attributable to Borrower’s direct and indirect proportionate share shall be included for purposes of this calculation.
(d) Section 1.1 of the Credit Agreement is hereby amended by adding the following definition in alphabetical order:
“Excluded Assets” means 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.
(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. 1 Effective Date, other than an Immaterial Subsidiary or an Unrestricted Subsidiary, and (b) any Subsidiary of Borrower which executes and delivers a Guaranty to Agent after the date hereof, pursuant to Section 6.15.
(f) Section 1.1 of the Credit Agreement is hereby amended by deleting clause (j) of the definition of “Indebtedness” and substituting the following therefor:
(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 letters of credit to the extent they support other obligations constituting Indebtedness of a Restricted Person under this definition); or
(g) Section 1.1 of the Credit Agreement is hereby amended by deleting the definition of “Maturity Date” in its entirety and substituting the following definition therefor:
“Maturity Date” means September 23, 2016.
(h) Section 1.1 of the Credit Agreement is hereby amended by deleting the definition of “Net Leverage Ratio” in its entirety and substituting the following definition therefor:
“Net Leverage Ratio” means the ratio, determined as of the end of each of Borrower’s Fiscal Quarters for the then most-recently ended four consecutive Fiscal Quarters, of (a) its Consolidated Total Indebtedness on such day minus the amount, if any, by which (i) its and its Subsidiaries’ cash and Cash Equivalents exceed (ii) $20,000,000 to (b) its Consolidated EBITDA for such period. With respect to Non-Wholly Owned Subsidiaries, only that amount of cash and Cash Equivalents attributable to Borrower’s direct and indirect proportionate share shall be included for purposes of this calculation.
(i) Section 1.1 of the Credit Agreement is hereby amended by adding the following definition in alphabetical order:
“Non-Wholly Owned Subsidiary” means, with respect to any Person, any entity in which such Person directly or indirectly owns equity interests which represent less than 100% of the total equity interests (other than qualifying shares required to be owned by directors) of such entity.
(j) Section 1.1 of the Credit Agreement is hereby amended by deleting the definition of “Restricted Person” in its entirety and substituting the following definition therefor:
“Restricted Person” means any of Borrower and each Guarantor.
(k) Section 1.1 of the Credit Agreement is hereby amended by adding the following definition in alphabetical order:
“Southeast Acquisition Entity” means a direct or indirect Subsidiary or Non-Wholly Owned Subsidiary of the Borrower that owns or acquires all or part of the assets or equity interests of a single target company (and any of its affiliates) located in the southeastern United States that has been disclosed in writing to the Agent prior to the Amendment No. 1 Effective Date.
(l) Section 1.1 of the Credit Agreement is hereby amended by adding the following definition in alphabetical order:
“Unrestricted Subsidiary” means a direct or indirect Non-Wholly Owned Subsidiary of the Borrower that has been designated as an Unrestricted Subsidiary in a written notice by the Borrower to the Agent; provided that the Southeast Acquisition Entity shall be an Unrestricted Subsidiary.
(m) Sections 3.2, 3.3 and 3.4 of the Credit Agreement are hereby amended by deleting such Sections in their entirety and substituting therefor the following:
Section 3.2 Capital Reimbursement. If any Change in Law regarding capital requirements has or would have the effect of reducing the rate of return on any Lender Party’s capital, or on the capital of any corporation controlling such Lender Party, as a consequence of the Loans made, or Letters of Credit issued, by such Lender Party, to a level below that which such Lender Party or such corporation could have achieved but for such change (taking into
consideration such Lender Party’s policies and the policies of any such corporation with respect to capital adequacy), then from time to time Borrower will pay to Agent for the benefit of such Lender Party, within five (5) Business Days of demand therefore by such Lender Party, such additional amount or amounts which such Lender Party shall determine to be appropriate to compensate such Lender Party for such reduction.
Section 3.3 Increased Cost of Eurodollar Loans or Letters of Credit. (a) If any Change in Law:
(i) shall change the basis of taxation of payments to any Lender Party of any principal, interest, or other amounts attributable to any Eurodollar Loan or Letter of Credit or otherwise due under this Agreement in respect of any Eurodollar Loan or Letter of Credit (other than Reimbursable Taxes governed by Section 3.6 and taxes imposed on or measured by its overall net income, and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of which it is organized or otherwise resides for tax purposes or maintains any Applicable Lending Office); or
(ii) shall change, impose, modify, apply or deem applicable any reserve, special deposit or similar requirements in respect of any Eurodollar Loan made by any Lender Party or any Letter of Credit (excluding any reserve requirement included in the computation of the Adjusted Eurodollar Rate) or against assets of, deposits with or for the account of, or credit extended by, such Lender Party; or
(iii) shall impose on any Lender Party or the interbank eurocurrency deposit market any condition affecting any Eurodollar Loan or Letter of Credit,
the result of which is to increase the cost to any Lender Party of agreeing to make or making, funding or maintaining Eurodollar Loans or (as the case may be) issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing, then such Lender Party shall promptly notify Agent and Borrower in writing of the happening of such event and of the amount required to compensate such Lender Party for such additional costs
or reduced return (on an after-tax basis, taking into account any taxes on and deductions, credits or other tax benefits in respect of such compensation), whereupon (i) Borrower shall pay such amount to Agent for the account of such Lender Party and (ii) Borrower may elect, by giving to Agent and such Lender Party not less than three Business Days’ notice, to convert all (but not less than all) of any such Eurodollar Loans of such Lender Party into Base Rate Loans.
(b) A certificate of a Lender Party setting forth the amount or amounts necessary to compensate such Lender Party or the corporation controlling such Lender Party, as the case may be, as specified in Section 3.2 or this Section 3.3 shall be delivered to Borrower and shall be conclusive absent manifest error. Borrower shall pay the applicable Lender Party the amount shown as due on any such certificate within 3 Business Days after receipt thereof.
(c) Failure or delay on the part of any Lender Party to demand compensation pursuant to Section 3.2 or this Section 3.3 shall not constitute a waiver of such Lender Party’s right to demand such compensation.
Section 3.4 Illegality. If any Change in Law shall make it unlawful for any Lender Party to fund or maintain Eurodollar Loans, then, upon notice by such Lender Party to Borrower and Agent, (a) Borrower’s right to elect Eurodollar Loans from such Lender Party shall be suspended to the extent and for the duration of such illegality, (b) all Eurodollar Loans of such Lender Party which are then the subject of any Borrowing Notice and which cannot be lawfully funded shall be funded as Base Rate Loans of such Lender Party, and (c) all Eurodollar Loans of such Lender Party shall be converted automatically to Base Rate Loans on the respective last days of the then current Interest Periods with respect to such Loans or within such earlier period as required by Law. If any such conversion of a Eurodollar Loan occurs on a day which is not the last day of the then current Interest Period with respect thereto, Borrower shall pay to such Lender Party such amounts, if any, as may be required pursuant to Section 3.5.
(n) Section 5.13 of the Credit Agreement is hereby amended to replace each reference therein to “Closing Date” with a reference to “Amendment No. 1 Effective Date.”
(o) Section 6.15 of the Credit Agreement is hereby amended by deleting such Section in its entirety and substituting therefor the following:
Section 6.15 Guaranties of Borrower’s Subsidiaries. Each Subsidiary created, acquired or coming into existence after the date hereof, other than an Immaterial Subsidiary or an Unrestricted Subsidiary, shall, promptly upon request by Agent, execute and deliver to Agent an absolute and unconditional guaranty of the timely repayment of the Obligations and the due and punctual performance of the Obligations of Borrower hereunder, which guaranty shall be in substantially the same form as the Guaranty entered into as of the Closing Date or otherwise reasonably satisfactory to Agent in form and substance, except that a Foreign Subsidiary will not be required to provide such a guaranty if the provision of such a guaranty would have a material adverse tax consequence to the Borrower and its Subsidiaries taken as a whole. Borrower will cause each such Subsidiary to deliver to Agent, simultaneously with its delivery of such a guaranty, written evidence reasonably satisfactory to Agent and its counsel that such Subsidiary has taken all corporate or partnership action necessary to duly approve and authorize its execution, delivery and performance of such guaranty and any other documents which it is reasonably required to execute.
(p) Section 6.16 of the Credit Agreement is hereby amended by deleting such Section in its entirety and substituting therefor the following:
Section 6.16 Agreement to Deliver Security Documents. Borrower agrees to deliver and to cause each Guarantor to deliver, to further secure the Obligations whenever requested by Agent in its sole and absolute discretion, deeds of trust, mortgages, chattel mortgages, security agreements, financing statements continuation statements, extension agreements, acknowledgments, and other Security Documents in form and substance satisfactory to Agent for the purpose of granting, confirming, protecting and perfecting Liens or security interests in any personal property (other than Excluded Assets) now owned or hereafter acquired by Borrower or any Guarantor.
(r) Section 7.1(d) of the Credit Agreement is hereby amended by deleting such clause in its entirety and substituting therefor the following:
(d) Indebtedness existing on the Amendment No. 1 Effective Date and listed on Schedule 7.1, and renewals and extensions thereof;
(s) Section 7.6 of the Credit Agreement is hereby amended by deleting such Section in its entirety and substituting therefor the following:
Section 7.6 Limitation on Distributions and Subordinated Debt.
(a) No Restricted Person will declare or make any Distribution unless no Default or Event of Default exists at the time of any such Distribution or would occur as a result thereof; provided, that in the event Borrower’s Net Leverage Ratio is greater than 1.0 to 1.0 no Restricted Person may make any Distributions except for regularly scheduled dividends that do not exceed the per share amount paid during the preceding Fiscal Quarter.
(b) No Restricted Person will make any payments on Subordinated Debt, unless no Default or Event of Default exists at such time or would occur as a result thereof.
(t) Section 7.7 of the Credit Agreement is hereby amended by deleting such Section in its entirety and substituting therefor the following:
Section 7.7 Limitation on Investments, Acquisitions, Capital Expenditures, and Lines of Business No Restricted Person will
(a) make any Investments other than (i) Permitted Investments, (ii) investments in Unrestricted Subsidiaries not in excess of $5,000,000 during any Fiscal Year, and (iii) investments in the Southeast Acquisition Entity;
(b) make any Capital Expenditures in excess of the sum of (i) $40,000,000 in the aggregate in any Fiscal Year plus (ii) the cash proceeds from the sale of Capital Assets received in such Fiscal Year;
(c) make any Acquisition unless the following conditions are satisfied:
(i) the Acquisition is not hostile in nature; and
(ii) each line of business to be acquired in the Acquisition is similar to a line of business engaged in by the Borrower at the time of the Acquisition; and
(iii) either (A) the Borrower’s Total Leverage Ratio is less than or equal to 2.0 to 1.0 after giving pro forma effect to the Acquisition or (B) the purchase price for such Acquisition is less than or equal to $15,000,000 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 $30,000,000; or
(d) engage directly or indirectly in any business or conduct any operations except in connection with or incidental to its present businesses and operations.
(u) Section 7.11 of the Credit Agreement is hereby amended by deleting such Section in its entirety and substituting therefor the following:
Section 7.11 Financial Covenants.
(a) Minimum Fixed Charge Coverage Ratio. The Borrower will not permit the ratio, determined as of the end of each of its Fiscal Quarters, for the then most-recently ended four Fiscal Quarters, of (i) its Consolidated EBITDA, minus (A) Consolidated Capital Expenditures, (B) the provision for income taxes (excluding one-time tax charges arising solely from changes to GAAP), and (C) if Borrower’s Net Leverage Ratio is greater than (x) 2.0 to 1.0 through December 31, 2013, (y) 1.5 to 1.0 after December 31, 2013 through June 30, 2014, and (z) 1.0 to 1.0 thereafter, Distributions, all calculated on a Consolidated basis, to (ii) its Consolidated Interest Expense, plus scheduled principal payments of Indebtedness, to be less than 2.0 to 1.0.
(b) Intentionally Left Blank.
(c) Total Leverage Ratio. The Borrower will not permit its Total Leverage Ratio, determined as of the end of each of its Fiscal Quarters, for the then most-recently ended four Fiscal Quarters, to be greater than the ratio set forth below opposite such period:
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Four Fiscal Quarters Ending |
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Maximum Total Leverage Ratio |
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September 30, 2011 through December 31, 2013 |
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3.00 to 1.00 |
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March 31, 2014 through June 30, 2014 |
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2.75 to 1.00 |
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September 30, 2014 through maturity |
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2.50 to 1.00 |
(v) The Credit Agreement is hereby amended such that the “Pricing Schedule” attached thereto and identified as such is hereby replaced in its entirety with the “Pricing Schedule” attached to this Amendment and identified as such.
(w) Sections 5.13 and 5.14 of Schedule 5 and Schedule 7.1 to the Credit Agreement are hereby replaced in their entirety with Sections 5.13 and 5.14 of Schedule 5 and Schedule 7.1 to the Credit Agreement attached to this Amendment.
3. Amendment to Security Agreement.
(a) The Security Agreement is hereby amended as follows: In the first sentence of Section 2(a) of the Security Agreement, the language “, except to the extent constituting Excluded Assets” shall be added after the language “and regardless of where located” and before the parenthetical.
(b) Schedules I, II, and III to the Security Agreement are hereby replaced in their entirety with Schedules I, II, and III to the Security Agreement attached to this Amendment.
4. Amendments to Pledge Agreement. The Pledge Agreement is hereby amended as follows:
(a) In the first sentence of Section 2 of the Pledge Agreement, the language “, except to the extent constituting Excluded Assets” shall be added after the language “a first priority security interest in its right, title and interest in all of the following” and before the first parenthetical.
(b) Section 5(i) of the Pledge Agreement shall be amended to read in its entirety as follows:
(i) The Pledged Shares constitute 100% of the issued and outstanding shares of Stock of each Pledged Entity except as disclosed on Schedule I or otherwise in writing to the Agent; and
(c) Section 6(d) of the Pledge Agreement shall be amended to read in its entirety as follows:
(d) Each Pledgor will, upon obtaining ownership of any additional stock or promissory notes or instruments of a Subsidiary (other than (i) Excluded Assets and (ii) stock, notes or instruments issued by a Foreign Subsidiary (if the pledge of such stock, notes or instruments by such Foreign Subsidiary would have material adverse tax consequences) or an Immaterial Subsidiary), which stock, notes or instruments are not already Pledged Collateral, promptly (and in any event within three (3) Business Days) deliver to Agent a Pledge Amendment, duly executed by such
Pledgor, in substantially the form of Schedule II hereto (a “Pledge Amendment”) in respect of any such additional stock, notes or instruments, pursuant to which such Pledgor shall pledge to Agent all of such additional stock, notes and instruments. Each Pledgor hereby authorizes Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares and Pledged Indebtedness listed on any Pledge Amendment delivered to Agent shall for all purposes hereunder be considered Pledged Collateral.
(d) Schedule I to the Pledge Agreement is hereby replaced in its entirety with Schedule I to the 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 Required Lenders;
(b) The representations and warranties of the Borrower in Section 6 of this Amendment shall be true and correct; and
(c) The Administrative Agent shall have received, or shall concurrently receive (i) for the account of each Lender that has delivered an executed counterpart of this Amendment to the Agent (or its counsel) by 5:00 P.M. (Central time) on September 22, 2011], a consent fee equal to 20 basis points on the amount of such executing Lender’s Commitment then in effect and (ii) for the account of the applicable Person, payment of all other fees payable in connection with this Amendment including, without limitation, the fees payable to Xxxxx Fargo Securities LLC and the Agent pursuant to that certain Engagement Letter dated August 5, 2011.
(d) 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 contain the names and signatures of the officers of Borrower and each Guarantor authorized to execute Loan Documents and which shall certify to the truth, correctness and completeness of the following exhibits attached thereto: (1) 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, (2) a copy of the charter documents of Borrower and each Guarantor and all amendments thereto, certified by the appropriate official of such party’s state of organization, and (3) a copy of the bylaws of Borrower and each Guarantor; 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.
(e) 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 a certificate of account status for the Borrower issued by the Texas Comptroller of Public Accounts.
(f) 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.
6. Representations and Warranties. The Borrower and the Guarantors hereby represent and warrant to the Agent and each of the Lenders as follows:
(a) This Amendment has been duly authorized by all necessary corporate action and constitutes the binding obligation of the Borrower and the Guarantors.
(b) Each of the representations and warranties made by the Borrower and the Guarantors in or pursuant to the Credit Agreement and the other Loan Documents is true and correct in all material respects as of the date hereof, as if made (after giving effect to this Amendment) on and as of such date, except for any representations and warranties made as of a specified date, which were true and correct in all material respects as of such specified date.
(c) After giving effect to this Amendment, no Default or Event of Default has occurred and is continuing as of the date hereof.
(d) Since the date of the most recent financial statements of the Borrower and its Subsidiaries delivered to the Lenders pursuant to Section 6.2(b) of the Credit Agreement, there has occurred no Material Adverse Change.
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” or “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/ Xxxxxxx Xxxxxx III |
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Xxxxxxx Xxxxxx III |
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Executive Vice President and |
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Chief Financial Officer |
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Address: | |
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000 Xxxxxx, Xxxxx 000 | |
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Xxxxxxx, Xxxxx 00000 | |
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Attention: Xxxxxxx Xxxxxx III | |
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Telephone: (000) 000-0000 | |
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Fax: (000) 000-0000 | |
Signature Page to Amendment
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. 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, INC. |
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AIR SYSTEMS ENGINEERING, INC. |
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AIRTEMP, INC. |
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ARC COMFORT SYSTEMS USA, INC. |
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ATLAS-ACCURATE HOLDINGS, L.L.C., by CS53 Acquisition Corp., as Sole Managing Member |
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ATLAS COMFORT SYSTEMS USA, INC. |
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ATLAS COMFORT SYSTEMS USA, L.L.C., by Xxxx Mechanical Corporation, as Sole Managing Member |
Signature Page to Amendment
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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 (CS1), 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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CS53 ACQUISITION CORP. |
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DELCARD ASSOCIATES, LLC, by Seasonair, Inc., as Sole Managing Member |
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DESIGN MECHANICAL INCORPORATED |
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XXXXXXXXXX & XXXXX MECHANICAL AND SHEET METAL CONTRACTORS, LLC, by X.X. Xxxxxxxx Company, Inc., as Sole Managing Member |
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EASTERN HEATING & COOLING, INC. |
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EASTERN REFRIGERATION CO., INC. |
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GRANITE STATE HOLDINGS COMPANY, INC. |
Signature Page to Amendment
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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/ Xxxxxxx Xxxxxx III |
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Xxxxxxx Xxxxxx III |
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Vice President & Assistant Secretary |
Signature Page to Amendment
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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. Xxxxxx |
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Name: |
Xxxxxxx X. Xxxxxx |
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Title: |
Senior Vice President |
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Address: | |
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Xxxxx Fargo Bank, National Association | |
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0000 Xxxxxxxxx, 0xx Xxxxx | |
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Xxxxxxx, Xxxxx 00000 | |
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Attention: Xxxxxxx X. Xxxxxx | |
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Telephone: 000-000-0000 | |
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Fax: 000-000-0000 | |
Signature Page to Amendment
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CAPITAL ONE, N.A., | |
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Lender | |
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By: |
/s/ Xxx Xxxxxx |
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Name: |
Xxx Xxxxxx |
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Title: |
Senior Vice President |
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Address: | |
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Capital One, N.A. | |
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0000 Xxxxxxxxxx, Xxxxx 000 | |
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Xxxxxxx, Xxxxx 00000 | |
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Attention: Xxxxx Xxxxxx | |
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Telephone: 000-000-0000 | |
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Fax: 000-000-0000 | |
Signature Page to Amendment
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BOKF, NA dba | |
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BANK OF TEXAS, | |
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Lender | |
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By: |
/s/ Xxxx Xxxxxxxx |
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Name: |
Xxxx Xxxxxxxx |
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Title: |
Senior Vice President |
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Address: | |
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BOKF, NA dba | |
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Bank of Texas | |
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5 Houston Center | |
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0000 XxXxxxxx, Xxxxx 0000 | |
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Xxxxxxx, Xxxxx 00000 | |
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Attention: Xxxx Xxxxxxxx | |
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Telephone: 000-000-0000 | |
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Fax: 000-000-0000 | |
Signature Page to Amendment
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REGIONS BANK, | |
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Lender | |
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By: |
/s/ H. Xxxx Xxxxx, Xx. |
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Name: |
H. Xxxx Xxxxx, Xx. |
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Title: |
Senior Vice President |
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Address: | |
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Regions Bank | |
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0000 Xxxxxxx Xxxxx, Xxxxx 000 | |
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Xxxxxxx, Xxxxx 00000 | |
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Attention: Xxxx Xxxxx | |
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Telephone: 000-000-0000 | |
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Fax: 000-000-0000 | |
Signature Page to Amendment
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BRANCH BANK & TRUST COMPANY, | |
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Lender | |
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By: |
/s/ Xxxxxxx Bass |
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Name: |
Xxxxxxx Bass |
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Title: |
Senior Vice President |
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Address: | |
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Branch Bank & Trust Company | |
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000 Xxxx Xxxxxx Xxxxxx, 00xx Xxxxx | |
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Xxxxxxx-Xxxxx, Xxxxx Xxxxxxxx 00000 | |
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Attention: Xxxx Xxxxxx | |
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Telephone: 000-000-0000 | |
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Fax: 000-000-0000 | |
Signature Page to Amendment
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:
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APPLICABLE |
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LEVEL I |
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LEVEL II |
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LEVEL III |
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LEVEL IV |
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LEVEL V |
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Eurodollar Rate Margin |
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1.75 |
% |
2.00 |
% |
2.25 |
% |
2.50 |
% |
2.75 |
% |
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Base Rate Margin |
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0.75 |
% |
1.00 |
% |
1.25 |
% |
1.50 |
% |
1.75 |
% |
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APPLICABLE |
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LEVEL I |
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LEVEL II |
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LEVEL III |
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LEVEL IV |
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LEVEL V |
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Commitment Fee Rate |
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0.25 |
% |
0.30 |
% |
0.35 |
% |
0.45 |
% |
0.50 |
% |
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LETTER OF CREDIT |
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LEVEL I |
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LEVEL II |
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LEVEL III |
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LEVEL IV |
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LEVEL V |
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LC Fee Rate |
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1.30 |
% |
1.50 |
% |
1.70 |
% |
1.90 |
% |
2.10 |
% |
Notwithstanding the foregoing if the Borrower has failed to deliver the financial statements and certificates required by Section 6.2(a) and Section 6.2(b) then Level IV Status will be deemed to exist after two Business Days’ notice from the Administrative Agent to the Borrower.
For the purposes of this Pricing Schedule, the following terms have the following meanings, subject to the final paragraph of this Pricing Schedule:
“Level I Status” exists for any day that the Total Leverage Ratio is less than 0.75 to 1.00.
“Level II Status” exists for any day that the Total Leverage Ratio is greater than or equal to 0.75 to 1.00 but is less than 1.25 to 1.00.
“Level III Status” exists for any day that the Total Leverage Ratio is greater than or equal to 1.25 to 1.00 but is less than 2.00 to 1.00.
“Level IV Status” exists for any day that the Total Leverage Ratio is greater than or equal to 2.00 to 1.00 but is less than 2.50 to 1.00.
“Level V Status” exists for any day that the ratio of Consolidated Total Indebtedness to Consolidated EBITDA is greater than or equal to 2.50 to 1.00.
“Status” means either Level I Status, Level II Status, Level III Status, Level IV Status or Level V 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.
SECTION 5.13 to SCHEDULE 5
Names and Places of Business
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PRIOR |
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PRIOR NAMES |
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ENTITY NAME |
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ADDRESS TYPE |
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ADDRESS |
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ADDRESSES |
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& TRADE NAMES |
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Comfort Systems USA, Inc. |
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Principal Place of Business |
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000 Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000 |
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000 Xxxx Xxx Xxxx Xxxxx 000, Xxxxxxx, Xxxxx 00000 |
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ACI Mechanical, Inc. |
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Principal Place of Business |
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0000 X. Xxxx Xxxxxx, Xxxx, Xxxx 00000 |
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ARC Comfort Systems USA, Inc. |
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Principal Place of Business |
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000 Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000 |
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000 Xxxx Xxx Xxxx., Xxxxx 000, Xxxxxxx, XX 00000 |
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Accu-Temp GP, Inc. |
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Principal Place of Business |
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000 Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000 |
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000 Xxxx Xxx Xxxx Xxxxx 000, Xxxxxxx, Xxxxx 00000 |
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Accu-Temp LP, Inc. |
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Principal Place of Business |
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000 Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000 |
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000 Xxxx Xxx Xxxx Xxxxx 000, Xxxxxxx, Xxxxx 00000 |
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Acorn Industrial, Inc. |
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Principal Place of Business |
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0000 XXX Xxxxxxxxx, Xxxxxxx, Xxxxx Xxxxxxxx 00000 |
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Air Systems Engineering, Inc. |
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Principal Place of Business |
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0000 Xxxxx Xxxx Xxxxxx, Xxxxxx, Xxxxxxxxxx 00000 |
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AirTemp, Inc. |
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Principal Place of Business |
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00 Xxxxxxx Xxxxxx, Xxxxx Xxxxxxxx, Xxxxx 00000 |
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Atlas-Accurate Holdings, L.L.C. |
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Principal Place of Business |
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000 Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000 |
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000 Xxxx Xxx Xxxx. Xxxxx 000, Xxxxxxx, Xxxxx 00000 |
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Atlas Comfort Systems USA, Inc. |
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Principal Place of Business |
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000 Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000 |
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0000 Xxxxxxxxxxx, Xxxxxxx, Xxxxx 00000 |
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Atlas Comfort Systems USA, L.L.C. |
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Principal Place of Business |
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0000 Xxxx Xxx Xxxxx, Xxxxxxx, Xxxxx 00000 |
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0000 Xxxxxxxxxxx, Xxxxxxx, Xxxxx 00000 |
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Atlas Air Conditioning Company, L.P.
Atlas Comfort Systems USA, L.P.
Atlas Comfort Systems USA |
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PRIOR |
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PRIOR NAMES |
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ENTITY NAME |
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ADDRESS TYPE |
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ADDRESS |
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ADDRESSES |
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& TRADE NAMES |
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Satellite |
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0000 X. Xxxxxx Xxxx, Xxxxx X-00, Xxxxxxxxxx, Xxxxx 00000 |
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00000 Xxxxxxx Xxxxx, Xxxxxxxx, Xxxxxxxx 00000
00000 Xxxxxx Xxxxx, Xxxxx X, Xxxxxx Xxxx Xxxxx, Xxxxxxx 00000
000 Xxxx Xxxxxxxxxx Xxxxxx, Xxx Xxxxx, Xxxxxx 00000
000 Xxxxxxxx Xxxxxx, Xxxxx X, Xxxxxxx, Xxxxxxxxxx 00000 |
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Atlas Comfort Systems Nevada
Comfort Systems USA Las Vegas |
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Xxxxxxxxx’x Mechanical Contractors, LLC |
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Principal Place of Business |
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00000 Xxxxxxxxxx Xxxxx, Xxxxxx, Xxxxxxx 00000 |
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0000 Xxx Xxxxx Xxxx, Xxxxxx, Xxxxxxx 00000 |
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BCM Controls Corporation |
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Principal Place of Business |
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00 Xxxxxxxx Xxx, Xxxxxx, Xxxxxxxxxxxxx 00000 |
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California Comfort Systems USA, Inc. |
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Principal Place of Business |
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0000 Xxxxxxxxxxxx Xxxxxx, Xxx Xxxxx, Xxxxxxxxxx 00000 |
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000 Xxxxxx Xxx, Xxxxxxxxx, XX 00000
0000 Xxxxxxxxx Xxx., Xxx Xxxxx, XX 00000 |
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TCP Company |
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ColonialWebb Contractors Company |
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Principal Place of Business |
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0000 Xxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000 |
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Comfort Systems USA (Carolinas) |
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Satellite |
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0000 Xxxxxxxxx Xxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 |
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Satellite |
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0 Xxxxxx Xxxxx, Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000 |
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Satellite |
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000 Xxxxxxxx Xxxxxx Xxxx, Xxxxxxxxxxxx, Xxxxxxxx 00000 |
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Satellite |
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0000 Xxxxxxx Xxxxx, Xxxxxxxx, Xxxxxxxx 00000 |
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Satellite |
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000X Xxxxxxxx Xxxx, Xxxxxxx Xxxx, Xxxxxxxx 00000 |
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Satellite |
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0000 Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000 |
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Satellite |
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0000 Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxx Xxxxxxxx 00000 |
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Satellite |
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0000-X Xxxxxxxx Xxxx, Xxxxxxx, Xxxxxxxx 00000 |
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PRIOR |
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PRIOR NAMES |
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ENTITY NAME |
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ADDRESS TYPE |
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ADDRESS |
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ADDRESSES |
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& TRADE NAMES |
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Comfort Systems USA (Arkansas), Inc. |
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Principal Place of Business |
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0000 Xxxxx Xxxx, Xxxxx Xxxxxx Xxxx, Xxxxxxxx 00000 |
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Satellite |
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000 Xxxxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxx 00000 |
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0000 Xxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxxx 00000 |
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Comfort Systems USA (Baltimore), LLC |
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Principal Place of Business |
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000 Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000 |
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0000 Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxx 00000
0000 Xxxxxxxx Xxxx Xxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxxx 00000 |
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Comfort Systems USA (Baltimore), Inc.
Comfort Systems USA Federal Services, LLC |
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Comfort Systems USA (Bristol), Inc. |
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Principal Place of Business |
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000 Xxxxxxx Xxxx., Xxxxxxx, Xxxxxxxx 00000-0000 |
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Xxxx Xxxxx Heating & Air Conditioning Service Co.
Comfort Systems USA New River (Bristol) |
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Satellite |
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000 Xx. Xxxx Xxxx, Xxxxx, Xxxxxxxx 00000 |
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Comfort Systems USA (CS1), Inc. |
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Principal Place of Business |
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000 Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000 |
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Comfort Systems USA Energy Services, Inc. |
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Principal Place of Business |
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0 Xxxxxxxxx Xxxxxxxx, Xxxxxxx, Xxxxxxxxxxx 00000 |
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00 Xxxxx Xxxxxx Xxxx Xxx. X, Xxxxxxx, Xxxxxxxxxxx 00000 |
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Comfort Systems USA (Hartford), Inc. |
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Satellite |
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000 X. Xxxxxxxxxxx Xxxx, #000, Xxxxxx Xxxx, Xxxxxxxx 00000 |
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Comfort Systems USA G.P., Inc. |
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Principal Place of Business |
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000 Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000 |
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000 Xxxx Xxx Xxxx. Xxxxx 000, Xxxxxxx, Xxxxx 00000 |
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Comfort Systems USA (Intermountain), Inc. |
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Principal Place of Business |
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0000 X. Xxxxxxxxx Xxxxx, Xxxx Xxxx Xxxx, Xxxx 00000 |
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Contract Services
Salmon & Alder, LLC
SA Associates, Inc.
Xxxxxx Heating & Cooling |
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Comfort Systems USA (Kentucky), Inc. |
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Principal Place of Business |
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0000 Xxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxx 00000 |
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Xxxxxxxxx Corporation
MELCO |
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Satellite |
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0000 Xxxxxxxxxx Xxxx, Xxxx 0 Xxxx, Xxxxxxx Xxxxx, Xxxxxxxx 00000 |
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0000 Xxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxx 00000 |
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PRIOR |
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PRIOR NAMES |
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ENTITY NAME |
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ADDRESS TYPE |
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ADDRESS |
|
ADDRESSES |
|
& TRADE NAMES |
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Comfort Systems USA (MidAtlantic), LLC |
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Principal Place of Business |
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0000 Xxxx Xxxx Xxxxxxx, Xx Xxxxxx, Xxxxxxxx 00000 |
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0000 Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxx Xxxxxxxx 00000
0000 Xxxxxxxxx Xxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 |
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Comfort Systems USA (Carolinas), Inc.
Climate Control, Inc.
Climate Control, LLC
CCI Systems, Inc. |
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Comfort Systems USA (Midwest), LLC |
|
Principal Place of Business |
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0000 XX 00xx Xx. #00, Xxxxxx, Xxxx 00000 |
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0000 Xxxxxxx Xxxx., Xxxxx 0, Xxxxx, Xxxx 00000 |
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Comfort Systems USA National Accounts, LLC |
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Principal Place of Business |
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0000 Xxxxxxx Xxxxxx Xxxx, Xxxxx X-X, Xxxxxxxxxxxx, Xxxxxxx 00000 |
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Accu-Temp, LLC
|
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Comfort Systems USA (Ohio), Inc. |
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Principal Place of Business |
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0000 Xxxxx Xxxxx, Xxxxxxx Xxxxxxx, Xxxx 00000 |
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00000 Xxxxx Xxxxxxxxxx Xxxxxxx, Xxxxx, Xxxx 00000 |
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Satellite |
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0000 X. Xxxxxx Xxxx, Xxxxxxxxxxx, Xxxx 00000 |
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Satellite |
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0000 Xxxxx Xxxx Xxxx, Xxxxxxxxxx, Xxxx 00000 |
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Satellite |
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000 X Xxxxxxxx Xxxxx Xxxx., Xxxxxxxxxxx, Xx 00000 |
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000 X Xxxxxxxx Xxxxx Xxxx., Xxxxxxxxxxx, Xx 00000 |
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|
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 |
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Xxxxxx, XX 00000-0000 Xxxx #0XX -00 XX.X X.X. , Xxx Xxxxxxxxx, XX 00000 |
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Xxxxx Air Conditioning Enterprises, Inc. |
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Comfort Systems USA (South Central), Inc. |
|
Principal Place of Business |
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0000 Xxxx Xxx Xxxxx, Xxxxxxx, Xxxxx 00000 |
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Accurate Air Systems, Inc.
Atlas Comfort Systems USA
Accurate Air Systems, L.P. |
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Comfort Systems USA (Southeast), Inc. |
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Principal Place of Business |
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000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx 00000 |
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Comfort Systems USA (Atlanta), Inc.
H & M Mechanical, Inc.
Gulfside Mechanical, Inc.
Xxxx Mechanical Contractors, Inc.
Xxxx Mechanical, Inc.
Xxxxxxxxx’x Mechanical Contractors |
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PRIOR |
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PRIOR NAMES |
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ENTITY NAME |
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ADDRESS TYPE |
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ADDRESS |
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ADDRESSES |
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& TRADE NAMES |
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Satellite |
|
000 Xxxxxxxxxx Xxxxx, Xxxxxxxxxxx, Xxxxxxx 00000 |
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Satellite |
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00000 X. XX Xxx 00, Xxxxxx, Xxxxxxx 00000 |
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000 Xxxxxxxxx Xxxx, Xxxxxx, Xxxxxxx 00000 |
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Satellite |
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0000 Xxxxxx Xxxx Xxxxx, Xxxxxx, Xxxxxxx 00000 |
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0000 Xxxxx Xxxxx, Xxxxxx, Xxxxxxx 00000 |
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Satellite |
|
0000 Xxx Xxxxx Xxxxx, Xxxxxxxx, Xxxxxxx 00000 |
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Satellite |
|
0000 Xxxxxxxxx Xxxxxxx Xx., Xxxxx 000, Xxxx.0, Xxxxxxxx, Xxxxxxx 00000 |
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Satellite |
|
0000 Xxx Xxxx Xxxx, Xxxxx, Xxxxxxx 00000 |
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Satellite |
|
0000 XxXxxxx Xxxx, Xxxxxx Xxxx Xxxxx, Xxxxxxx 00000 |
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0000 Xxxxxxx 00, Xxx X, Xxxx Xxxxx, Xxxxxxx 00000 |
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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 |
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Satellite |
|
000 Xxxxx X. Xxxxxxxx Xx., #0, Xxxxx, Xxxxxxx 00000 |
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|
Comfort Systems USA (Southwest), Inc. |
|
Principal Place of Business |
|
0000 X. Xxxxxxxxx, Xxxxxxxx, Xxxxxxx 00000 |
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|
|
Conditioned Air Mechanical Services, Inc.
The Bengtsson Group, Inc.
Madera Mechanical Company
Tri-City Mechanical, Inc. |
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|
Satellite |
|
0000 X. 00xx, Xxxxxx, Xxxxxxx 00000 |
|
0000 X. Xxxxxxxxx Xxxx., Xxxxx 000, Xxxxxx, XX 00000
0000 X. Xxxxx Xxxx #0, Xxxxxx, Xxxxxxx 00000 |
|
|
|
|
|
Satellite |
|
0000 Xxxx Xxx Xxxx Xxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxx 00000 |
|
|
|
|
|
|
|
Satellite |
|
0000 Xxxxxxxxxx Xxxxxx, Xxxxx X, Xxxxxxx, Xxxxxxxxxx 00000 |
|
|
|
|
|
|
|
|
|
|
|
PRIOR |
|
PRIOR NAMES |
|
ENTITY NAME |
|
ADDRESS TYPE |
|
ADDRESS |
|
ADDRESSES |
|
& TRADE NAMES |
|
|
|
Satellite |
|
0000 X. Xxxxxx Xx., Xxxxxx, Xxxxxxx 00000 |
|
|
|
|
|
|
|
Satellite |
|
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 |
|
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 |
|
|
|
XX00 Xxxxxxxxxxx Corp. |
|
Principal Place of Business |
|
000 Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000 |
|
000 Xxxx Xxx Xxxx. Xxxxx 000, Xxxxxxx, Xxxxx 00000 |
|
|
|
Delcard Associates, LLC |
|
Principal Place of Business |
|
00 Xxxxxxx Xxxxx, Xxxxx X, Xxxxxxx Xxxxxxxxxx Xxxx, New Castle, Delaware 19720 |
|
|
|
Delcard Heating & Air Conditioning, Inc. |
|
Design Mechanical Incorporated |
|
Principal Place of Business |
|
000 XXX Xxxx. Xxxxx X, Xxxxxxxxxx, Xxxxxxxx 00000 |
|
|
|
Western Building Services, Inc.
Breckenridge Mechanical, Inc. |
|
|
|
|
|
|
|
PRIOR |
|
PRIOR NAMES |
|
ENTITY NAME |
|
ADDRESS TYPE |
|
ADDRESS |
|
ADDRESSES |
|
& TRADE NAMES |
|
|
|
Satellite |
|
Glenwood Business Center, 000 Xxxxxx Xxxxx, Xxxxxxxx Xxxxxxx, XX 00000 |
|
X.X. Xxx 0000, 000 Xxxxxx Xxxx, Xxxxx X0 & X0, Xxxxx, Xxxxxxxx 00000-0000 |
|
|
|
|
|
Satellite |
|
000 Xxxxx Xxxx, Xxxxxxxxxxxx, Xxxxxxxx 00000 |
|
|
|
|
|
Xxxxxxxxxx & Xxxxx Mechanical and Sheet Metal Contractors, LLC |
|
Principal Place of Business |
|
0000 Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000 |
|
|
|
|
|
Eastern Heating & Cooling, Inc. |
|
Principal Place of Business |
|
000 Xxxxxxxx, Xxxxxx, Xxx Xxxx 00000-0000 |
|
|
|
|
|
Eastern Refrigeration Co., Inc. |
|
Principal Place of Business |
|
000 Xxxxxxxx, Xxxxxx, Xxx Xxxx 00000-0000 |
|
|
|
|
|
Granite State Holdings Company, Inc. |
|
Principal Place of Business |
|
000 Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000 |
|
000 Xxxx Xxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000 |
|
|
|
Granite State Plumbing & Heating LLC |
|
Principal Place of Business |
|
00 X. Xxxxxxxxx Xxxx, Xxxxx, Xxx Xxxxxxxxx 00000 |
|
00 Xxxxxxxxx Xxxxx, Xxxxxxx, Xxx Xxxxxxxxx 00000 |
|
|
|
H&M Mechanical, Inc. |
|
Principal Place of Business |
|
000 Xxxxxxx Xxxxx, Xxxxxx, Xxxxxxx 00000
X.X. Xxx 00000 Xxxxxxxxxx, XX 00000 |
|
|
|
Comfort Systems USA (Atlanta), Inc.
Helm Corporation
MidSouth Controls LLC |
|
|
|
Satellite |
|
0000 Xxxxxx Xxxx Xxxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxx 00000 |
|
|
|
|
|
Helm Corporation |
|
Principal Place of Business |
|
000 Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000 |
|
000 XXX Xxxx. Xxxxx X, Xxxxxxxxxx, Xxxxxxxx 00000 |
|
|
|
Xxxx Mechanical Corporation |
|
Principal Place of Business |
|
0000 Xxxxxxx Xxxxx, Xxxxx Xxxxxxxx, Xxxxxxxx 00000-0000 |
|
|
|
|
|
Xxxxxx River Heating and Cooling, Inc. |
|
Principal Place of Business |
|
000 Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000 |
|
00 Xxxxxxx Xxxxx Xxxxx 000, Xxxxxx, Xxx Xxxx 00000 |
|
|
|
H-VAC Supply, L.L.C. |
|
Principal Place of Business |
|
X.X. Xxx 0000, Xxxxx 0000, Xxxxxx, Xxxxxx Xxxx 00000-0000 |
|
|
|
|
|
Mechanical Technical Services, Inc. |
|
Principal Place of Business |
|
0000 Xxxxxx Xxxx, Xxxx 0, Xxxxx 000, Xxxxxx, Xxxxx 00000 |
|
|
|
Mechanical Technical Services, L.P.
MTECH |
|
Merit Mechanical, Inc. |
|
Principal Place of Business |
|
0000 000xx Xxx XX, Xxxxxxx, Xxxxxxxxxx 00000 |
|
|
|
|
|
|
|
|
|
|
|
PRIOR |
|
PRIOR NAMES |
|
ENTITY NAME |
|
ADDRESS TYPE |
|
ADDRESS |
|
ADDRESSES |
|
& TRADE NAMES |
|
MJ Mechanical Services, Inc. |
|
Principal Place of Business |
|
0000 Xxxxxxxx Xxxx, Xxxxxxxxx, Xxx Xxxx 00000 |
|
|
|
JM State Refrigeration
Xxxxxxx Heating & Air Conditioning |
|
|
|
Satellite |
|
000 Xxxx Xxxxx Xxxxx, Xxxxxxxxx, Xxx Xxxx 00000 |
|
|
|
|
|
North American Mechanical, Inc. |
|
Principal Place of Business |
|
0000 Xxxxx Xxxxxxxx Xxxx, Xx Xxxxxx, Xxxxxxxxx 00000 |
|
|
|
Xxxxxxxxx Plumbing |
|
|
|
Satellite |
|
0000 X. Xxxxxxx Xxxxxx, Xxx 0, Xxxxxxxx, Xxxxxxxxx 00000 |
|
|
|
|
|
Plant Services Incorporated |
|
Principal Place of Business |
|
000 Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000 |
|
000 Xxxx Xxx Xxxx Xxxxx 000, Xxxxxxx, Xxxxx 00000 |
|
|
|
Quality Air Heating and Cooling, Inc. |
|
Principal Place of Business |
|
0000 Xxxxx Xxxxxx, XX, Xxxxx Xxxxxx, Xxxxxxxx 00000 |
|
|
|
Control Logic |
|
|
|
Satellite |
|
0000 Xxxxxxx Xxxxx, Xxxxxxx, Xxxxxxxx 00000 |
|
|
|
|
|
Xxxxxxxxxxxx Brothers, Inc. |
|
Principal Place of Busines |
|
0000 X. Xxxxxx Xxxx, Xxxxx Xxxxxxxx, Xxxxxxxx 00000 |
|
|
|
|
|
S.I. Xxxxxxx Company, Inc. |
|
Principal Place of Business |
|
000 Xxxxxxx Xxxxx, Xxxxxxxx, Xxxxxxx 00000 |
|
|
|
Comfort Systems USA (Florida), Inc. |
|
|
|
Satellite |
|
000 Xxxxxx Xxxx, Xxxxxxxxxxx, Xxxxxxx 00000 |
|
|
|
|
|
X.X. Xxxxxxxx Company, Inc. |
|
Principal Place of Business |
|
000 Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxx 00000 |
|
|
|
Comfort Systems USA (Tennessee), Inc. |
|
|
|
Satellite |
|
000 Xxxx Xx., Xxxxxxxxxxxx, Xxxxxxxxx 00000 |
|
000 Xxxxxx Xxxxx, Xxxxxxxxxxxx, Xxxxxxxxx 00000 |
|
|
|
|
|
Satellite |
|
0000 Xxxxxx Xxxx., Xxxxxxxxx, Xxxxxxxxx 00000 |
|
|
|
|
|
SA Associates, Inc. |
|
Principal Place of Business |
|
000 Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000 |
|
000 Xxxx Xxx Xxxx., Xxxxx 000, Xxxxxxx, XX 00000 |
|
Salmon & Alder Associates |
|
Salmon & Alder, LLC |
|
Principal Place of Business |
|
000 Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000 |
|
000 Xxxx Xxx Xxxx., Xxxxx 000, Xxxxxxx, XX 00000 |
|
|
|
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 |
|
|
|
|
|
|
|
PRIOR |
|
PRIOR NAMES |
|
ENTITY NAME |
|
ADDRESS TYPE |
|
ADDRESS |
|
ADDRESSES |
|
& TRADE NAMES |
|
|
|
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 DATE |
|
ACI Mechanical, Inc. |
|
Delaware |
|
06/26/1998 |
|
ARC Comfort Systems USA, Inc. |
|
Delaware |
|
03/17/1998 |
|
Accu-Temp GP, Inc. |
|
Delaware |
|
05/21/1998 |
|
Accu-Temp LP, Inc. |
|
Delaware |
|
05/20/1998 |
|
Acorn Industrial, Inc. |
|
North Carolina |
|
01/03/1997 |
|
Air Systems Engineering, Inc. |
|
Washington |
|
05/18/1973 |
|
AirTemp, Inc. |
|
Delaware |
|
10/15/1998 |
|
Atlas-Accurate Holdings, L.L.C. |
|
Delaware |
|
12/28/1998 |
|
Atlas Comfort Systems USA, Inc. |
|
California |
|
07/31/2007 |
|
Atlas Comfort Systems USA, L.L.C. |
|
Delaware |
|
06/08/2007 |
|
Xxxxxxxxx’x Mechanical Contractors, LLC |
|
Alabama |
|
03/16/1981 |
|
BCM Controls Corporation |
|
Massachusetts |
|
10/03/1984 |
|
California Comfort Systems USA, Inc. |
|
California |
|
05/18/1983 |
|
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 (CS1), Inc. |
|
Delaware |
|
12/14/2009 |
|
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 |
|
07/02/1991 |
|
Comfort Systems USA (South Central), Inc. |
|
Delaware |
|
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. |
|
|
08/14/1998 | |
|
Comfort Systems USA (Twin Cities), Inc. |
|
Minnesota |
|
08/01/2001 |
|
Comfort Systems USA (Western Michigan), Inc. |
|
Michigan |
|
07/21/1989 |
|
XX00 Xxxxxxxxxxx Corp. |
|
Delaware |
|
01/26/1999 |
|
Delcard Associates, LLC |
|
Delaware |
|
06/23/2000 |
|
Design Mechanical Incorporated |
|
Delaware |
|
10/30/1997 |
|
Xxxxxxxxxx & Xxxxx Mechanical and Sheet Metal Contractors, LLC |
|
Tennessee |
|
12/31/2003 |
|
Eastern Heating & Cooling, Inc. |
|
New York |
|
12/19/1988 |
|
Eastern Refrigeration Co., Inc. |
|
New York |
|
01/30/1990 |
|
ENTITY NAME |
|
JURISDICTION OF |
|
FORMATION DATE |
|
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. |
|
Delaware |
|
05/24/2007 |
|
Merit Mechanical, Inc. |
|
Washington |
|
02/14/1984 |
|
MJ Mechanical Services, Inc. |
|
Delaware |
|
12/12/1997 |
|
North American Mechanical, Inc. |
|
Delaware |
|
03/17/1998 |
|
Plant Services Incorporated |
|
Iowa |
|
07/02/1986 |
|
Quality Air Heating and Cooling, Inc. |
|
Michigan |
|
09/10/1980 |
|
Xxxxxxxxxxxx Brothers, Inc. |
|
Virginia |
|
12/22/1958 |
|
S.I. Xxxxxxx Company, Inc. |
|
Florida |
|
10/04/1976 |
|
X.X. Xxxxxxxx Company, Inc. |
|
Tennessee |
|
03/08/1973 |
|
SA Associates, Inc. |
|
Utah |
|
03/27/1984 |
|
Salmon & Alder, LLC |
|
Utah |
|
07/08/1996 |
|
Seasonair, Inc. |
|
Maryland |
|
10/28/1966 |
|
Temp-Right Service, Inc. |
|
Delaware |
|
09/25/1997 |
|
The Capital Refrigeration Company |
|
Delaware |
|
08/06/1998 |
SCHEDULE 7.1
Existing Indebtedness
Indebtedness Related to Previous Acquisitions:
|
Entity/Assets Acquired |
|
Remaining Balance |
| |
|
ColonialWebb Contractors Company |
|
$ |
23,269,129.00 |
|
|
ColonialWebb Contractors Company (Bonds) |
|
$ |
2,700,000.00 |
|
|
Xxxxxxxxxx & Xxxxx Mechanical and Sheet Metal Contractors, LLC |
|
$ |
1,477,875.00 |
|
|
Acorn Industrial, Inc. |
|
$ |
632,107.00 |
|
|
Total |
|
$ |
28,079,111.00 |
|
SCHEDULE I
to
SECOND AMENDED AND RESTATED SECURITY AGREEMENT
Filing Jurisdictions
COMFORT SYSTEMS USA, INC. — SUBSIDIARIES
|
ENTITY NAME |
|
DOMESTIC JURISDICTION |
|
FORMATION DATE |
|
Accu-Temp GP, Inc. 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 X. Xxxx Xxxxxx Xxxx, XX 00000 |
|
Delaware |
|
06/26/1998 |
|
Acorn Industrial, Inc. 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 |
|
Delaware |
|
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, Inc. 000 Xxxxxx, Xxxxx 000 Xxxxxxx, XX 00000 |
|
California |
|
07/31/2007 |
|
Atlas Comfort Systems USA, L.L.C. 0000 Xxxx Xxx Xx. Xxxxxxx, XX 00000 |
|
Delaware |
|
06/08/2007 |
|
Xxxxxxxxx’x Mechanical Contractors, LLC 00000 Xxxxxxxxxx Xxxxx Xxxxxx, 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 Xxxxxxxxxxxx Xxxxxx Xxx Xxxxx, XX 00000 |
|
California |
|
05/18/1983 |
|
ColonialWebb Contractors Company 0000 Xxxxxx Xxxxxx Xxxxxxxx, XX 00000 |
|
Virginia |
|
02/18/1977 |
|
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 000 Xxxxxxx, XX 00000 |
|
Delaware |
|
10/15/1998 |
|
Comfort Systems USA (Bristol), Inc. 000 Xxxxxxx Xxxx. Xxxxxxx, XX 00000 |
|
Delaware |
|
08/25/1997 |
|
ENTITY NAME |
|
DOMESTIC JURISDICTION |
|
FORMATION DATE |
|
Comfort Systems USA (CS1), Inc. 000 Xxxxxx, Xxxxx 000 Xxxxxxx, XX 00000 |
|
Delaware |
|
12/14/2009 |
|
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 XX 00xx Xx., #00 Xxxxxx, 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 |
|
Delaware |
|
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 |
|
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 |
|
XX00 Xxxxxxxxxxx Corporation 000 Xxxxxx, Xxxxx 000 Xxxxxxx, XX 00000 |
|
Delaware |
|
01/26/1999 |
|
Delcard Associates, LLC 00 Xxxxxxx Xxxxx, Xxxxx X Xxxxxxx Xxxxxxxxxx Xxxx New Castle, DE 19720 |
|
Delaware |
|
06/23/2000 |
|
ENTITY NAME |
|
DOMESTIC JURISDICTION |
|
FORMATION DATE |
|
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 |
|
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 |
|
H & M Mechanical, Inc. 000 Xxxxxxx Xxxxx Xxxxxx, 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 Xxxxxx Xxxx, Xxxx. 0, Xxxxx 000 Xxxxxx, XX 00000 |
|
Delaware |
|
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 Xxxxxxxx Xxxx Xx Xxxxxx, 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 |
|
ENTITY NAME |
|
DOMESTIC JURISDICTION |
|
FORMATION DATE |
|
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 |
|
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 II
to
SECOND AMENDED AND RESTATED SECURITY AGREEMENT
Stock, Instruments, Documents, Material Chattel Paper and Material Letters of Credit
Rights
(Other Than Equity and Instruments Listed on Schedule I to the
Second Amended and Restated Pledge Agreement)
None
SCHEDULE III
to
SECOND AMENDED AND RESTATED SECURITY AGREEMENT
Schedule of Organizational Identification, Offices, Locations of Collateral and Records Concerning Collateral
|
Grantor Official Name, Address of Principal Place |
|
State of |
|
Entity Type |
|
Charter/ID |
|
Prior Names & Trade Names |
|
|
Accu-Temp GP, Inc. 000 Xxxxxx, Xxxxx 000 Xxxxxxx, XX 00000 |
|
Delaware |
|
Corporation |
|
2898499 |
|
|
|
|
Accu-Temp LP, Inc. 000 Xxxxxx, Xxxxx 000 Xxxxxxx, XX 00000 |
|
Delaware |
|
Corporation |
|
2898748 |
|
|
|
|
ACI Mechanical, Inc. 0000 X. Xxxx Xxxxxx Xxxx, XX 00000 |
|
Delaware |
|
Corporation |
|
2913899 |
|
|
|
|
Acorn Industrial, Inc. 0000 XXX Xxxxxxxxx Xxxxxxx, XX 00000 |
|
North Carolina |
|
Corporation |
|
0414387 |
|
|
|
|
Air Systems Engineering, Inc. 0000 Xxxxx Xxxx Xxxxxx Xxxxxx, XX 00000 |
|
Washington |
|
Corporation |
|
600099211 |
|
|
|
|
AIRTEMP, INC. 00 Xxxxxxx Xxxxxx Xxxxx Xxxxxxxx, XX 00000 |
|
Delaware |
|
Corporation |
|
2955773 |
|
|
|
|
ARC Comfort Systems USA, Inc. 000 Xxxxxx, Xxxxx 000 Xxxxxxx, XX 00000 |
|
Delaware |
|
Corporation |
|
2872674 |
|
|
|
|
Atlas-Accurate Holdings, L.L.C. 000 Xxxxxx, Xxxxx 000 Xxxxxxx, XX 00000 |
|
Delaware |
|
Limited Liability Company |
|
2985409 |
|
|
|
|
Atlas Comfort Systems USA, Inc. 000 Xxxxxx, Xxxxx 000 Xxxxxxx, XX 00000 |
|
California |
|
Corporation |
|
C3009313 |
|
|
|
|
Atlas Comfort Systems USA, L.L.C. 0000 Xxxx Xxx Xx. Xxxxxxx, XX 00000 |
|
Delaware |
|
Limited Liability Company |
|
4357073 |
|
Atlas Air Conditioning Company, L.P.; Atlas Comfort Systems USA, L.P.; Atlas Comfort Systems USA; Atlas Comfort Systems Nevada; Comfort Systems USA Las Vegas |
|
|
Xxxxxxxxx’x Mechanical Contractors, LLC 00000 Xxxxxxxxxx Xxxxx, Xxxxxx, XX 00000 |
|
Alabama |
|
Limited Liability Company |
|
D/C 081 557 |
|
|
|
|
BCM Controls Corporation 00 Xxxxxxxx Xxx Xxxxxx, XX 00000 |
|
Massachusetts |
|
Corporation |
|
042842193 |
|
|
|
|
Grantor Official Name, Address of Principal Place |
|
State of |
|
Entity Type |
|
Charter/ID |
|
Prior Names & Trade Names |
|
|
California Comfort Systems USA, Inc. 0000 Xxxxxxxxxxxx Xxxxxx Xxx Xxxxx, XX 00000 |
|
California |
|
Corporation |
|
1201196 |
|
TCP Company |
|
|
ColonialWebb Contractors Company 0000 Xxxxxx Xxxxx Xxxxxxxx, XX 00000 |
|
Virginia |
|
Corporation |
|
0137512-0 |
|
Comfort Systems USA (Carolinas), LLC |
|
|
Comfort Systems USA (Arkansas), Inc. 0000 Xxxxx Xxxx Xxxxx Xxxxxx Xxxx, XX 00000 |
|
Delaware |
|
Corporation |
|
2872673 |
|
|
|
|
Comfort Systems USA (Baltimore), LLC 0000 Xxxxxxxx Xxxxx, Xxxxx 000 Xxxxxxxxx, 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 (CS1), Inc. 000 Xxxxxx, Xxxxx 000 Xxxxxxx, XX 00000 |
|
Delaware |
|
Corporation |
|
4764567 |
|
|
|
|
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. |
|
|
Comfort Systems USA (MidAtlantic), LLC 0000 Xxxx Xxxx Xxxxxxx Xxxxx Xxxxxx, XX 00000 |
|
Virginia |
|
Limited Liability Company |
|
S313150-7 |
|
Comfort Systems USA (Carolinas), Inc.; Climate Control, Inc.; Climate Control, LLC; CCI Systems, Inc. |
|
|
Comfort Systems USA (Midwest), LLC 0000 XX 00xx Xx., #00 Xxxxxx, XX 00000 |
|
Iowa |
|
Limited Liability Company |
|
387726 |
|
|
|
|
Comfort Systems USA National Accounts, LLC 0000 Xxxxxxx Xxxxxx Xxxx, Xxxxx X & X Xxxxxxxxxxxx, XX 00000 |
|
Indiana |
|
Limited Liability Company |
|
1998071673 |
|
Accu-Temp, LLC |
|
|
Comfort Systems USA (Ohio), Inc. 0000 Xxxxx Xxxxx Xxxxxxx Xxxxxxx, XX 00000 |
|
Ohio |
|
Corporation |
|
543269 |
|
|
|
|
Grantor Official Name, Address of Principal Place |
|
State of |
|
Entity Type |
|
Charter/ID |
|
Prior Names & Trade Names |
|
|
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 |
|
Delaware |
|
Corporation |
|
4357078 |
|
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 |
|
|
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 |
|
|
|
|
XX00 Xxxxxxxxxxx Corporation 000 Xxxxxx, Xxxxx 000 Xxxxxxx, XX 00000 |
|
Delaware |
|
Corporation |
|
2997337 |
|
|
|
|
Delcard Associates, LLC 00 Xxxxxxx Xxxxx, Xxxxx X Xxxxxxx Xxxxxxxxxx Xxxx New Castle, DE 19720 |
|
Delaware |
|
Limited Liability Company |
|
3250401 |
|
Delcard Heating & Air Conditioning, Inc. |
|
|
Design Mechanical Incorporated 000 XXX Xxxx., Xxxxx #X Xxxxxxxxxx, XX 00000 |
|
Delaware |
|
Corporation |
|
2814928 |
|
Western Building Services, Inc.; Breckenridge Mechanical, Inc. |
|
|
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 |
|
Eastern Heating & Cooling, Inc. 000 Xxxxxxxx Xxxxxx, XX 00000-0000 |
|
New York |
|
Corporation |
|
N/A |
|
|
|
Eastern Refrigeration Co., Inc. 000 Xxxxxxxx Xxxxxx, XX 00000-0000 |
|
New York |
|
Corporation |
|
N/A |
|
|
|
Granite State Holdings Company, Inc. 000 Xxxxxx, Xxxxx 000 Xxxxxxx, XX 00000 |
|
Delaware |
|
Corporation |
|
4054936 |
|
|
|
Granite State Plumbing & Heating, LLC 00 X. Xxxxxxxxx Xxxx Xxxxx, XX 00000 |
|
Delaware |
|
Limited Liability Company |
|
3420719 |
|
|
|
H & M Mechanical, Inc. 000 Xxxxxxx Xxxxx Xxxxxx, XX 00000 |
|
Delaware |
|
Corporation |
|
2913102 |
|
Comfort Systems USA (Atlanta), Inc.; Helm Corporation; MidSouth Controls LLC |
|
Helm Corporation 000 Xxxxxx, Xxxxx 000 Xxxxxxx, XX 00000 |
|
Colorado |
|
Corporation |
|
19871249912 |
|
|
|
Xxxx Mechanical Corporation 0000 Xxxxxxx Xxxxx Xxxxx Xxxxxxxx, XX 00000-0000 |
|
Delaware |
|
Corporation |
|
2872661 |
|
|
|
Xxxxxx River Heating and Cooling, Inc. 000 Xxxxxx, Xxxxx 000 Xxxxxxx, XX 00000 |
|
Delaware |
|
Corporation |
|
4018441 |
|
|
|
H-VAC Supply, L.L.C. X.X. Xxx 0000, Xxxxx 0000 Xxxxxx, XX 00000 |
|
Puerto Rico |
|
Limited Liability Company |
|
423 |
|
|
|
Mechanical Technical Services, Inc. 0000 Xxxxxx Xxxx, Xxxx. 0, Xxxxx 000 Xxxxxx, XX 00000 |
|
Delaware |
|
Corporation |
|
4367814 |
|
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 Xxxxxxxx Xxxx Xx Xxxxxx, XX 00000 |
|
Delaware |
|
Corporation |
|
2872663 |
|
Xxxxxxxxx Plumbing |
|
Plant Services Incorporated 000 Xxxxxx, Xxxxx 000 Xxxxxxx, XX 00000 |
|
Iowa |
|
Corporation |
|
109676 |
|
|
|
Grantor Official Name, Address of Principal Place |
|
State of |
|
Entity Type |
|
Charter/ID |
|
Prior Names & Trade Names |
|
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 |
|
00101230 |
|
Comfort Systems USA (Tennessee), Inc. |
|
SA Associates, Inc. 000 Xxxxxx, Xxxxx 000 Xxxxxxx, XX 00000 |
|
Utah |
|
Corporation |
|
108921 |
|
Salmon & Alder Associates |
|
Salmon & Alder, L.L.C. 000 Xxxxxx, Xxxxx 000 Xxxxxxx, XX 00000 |
|
Utah |
|
Limited Liability Company |
|
LC014499 |
|
|
|
Seasonair, Inc. 00000-X Xxxxxxxxxx Xxxxx Xxxxxxxxxxxx, XX 00000 |
|
Maryland |
|
Corporation |
|
D0193599 |
|
|
|
Temp-Right Service, Inc. 000 Xxxxx Xxxxxx Xxxxxxxx, XX 00000 |
|
Delaware |
|
Corporation |
|
2800213 |
|
Carson Brothers |
|
The Capital Refrigeration Company 000 X. Xxxxxxxxx Xxxxxx Xxxxxxxxxx, XX 00000 |
|
Delaware |
|
Corporation |
|
2930477 |
|
|
Names of Persons from whom a Grantor has acquired assets during the past two (2) years, other than assets acquired in the ordinary course of business:
TCP Company, Inc.: assets acquired by California Comfort Systems USA, Inc. (7/11/11)
MELCO Industries, Inc.: assets acquired by Comfort Systems USA (Kentucky), Inc. (1/3/11)
Xxxxxxxxx Plumbing, LLC: assets acquired by North American Mechanical, Inc. (11/1/10)
Breckenridge Mechanical, Inc.: assets acquired by Design Mechanical, Inc. (8/31/10)
Xxxxxxx Mechanical Contractors, Inc.: assets acquired by Comfort Systems USA (Syracuse), Inc. (12/31/2009)
Lolo Plumbing & Heating: assets acquired by Temp-Right Service, Inc. (11/11/2009)
Xxxxxxxxx Corporation: assets acquired by Comfort Systems USA (Kentucky), Inc. (11/1/2009)
SCHEDULE I
to
SECOND AMENDED AND RESTATED PLEDGE AGREEMENT
Part A
Pledged Shares
|
Pledged Entity |
|
Class of |
|
Stock |
|
Number |
|
Pledgor(s)/Percentage of Outstanding | |
|
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, Inc. |
|
Common |
|
CS1 |
|
100 |
|
100 % of shares owned by Comfort Systems USA (CS1), Inc. |
|
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, Inc. |
|
Common |
|
CS1 |
|
100 |
|
100 % of shares owned by Borrower |
|
10 |
Atlas Comfort Systems USA, L.L.C. |
|
N/A |
|
N/A |
|
N/A |
|
100% member interest — Xxxx Mechanical Corporation |
|
11 |
Xxxxxxxxx’x Mechanical Contractors, LLC |
|
N/A |
|
N/A |
|
N/A |
|
100 % of shares owned by H & M Mechanical, Inc. |
|
12 |
BCM Controls Corporation |
|
Common |
|
CS1 |
|
100 |
|
100 % of shares owned by Borrower |
|
13 |
California Comfort Systems USA, Inc. |
|
Common |
|
CS1 |
|
100 |
|
100 % of shares owned by Borrower |
|
14 |
ColonialWebb Contractors Company |
|
Common |
|
CS1 |
|
100 |
|
100% of shares owned by Borrower |
|
15 |
Comfort Systems USA (Arkansas), Inc. |
|
Common |
|
CS1 |
|
100 |
|
100 % of shares owned by Borrower |
|
16 |
Comfort Systems USA (Baltimore), LLC |
|
N/A |
|
N/A |
|
N/A |
|
100 % member interest — Xxxx Mechanical Corporation |
|
17 |
Comfort Systems USA (Bristol), Inc. |
|
Common |
|
CS1 |
|
100 |
|
100 % of shares owned by Borrower |
|
18 |
Comfort Systems USA (CS1), Inc. |
|
Common |
|
CS1 |
|
100 |
|
100 % of shares owned by Borrower |
|
19 |
Comfort Systems USA Energy Services, Inc. |
|
Common |
|
CS1 |
|
100 |
|
100 % of shares owned by Borrower |
|
20 |
Comfort Systems USA G.P., Inc. |
|
Common |
|
CS1 |
|
100 |
|
100 % of shares owned by Borrower |
|
21 |
Comfort Systems USA (Intermountain), Inc. |
|
Common |
|
CS1 |
|
100 |
|
100 % of shares owned by Borrower |
|
22 |
Comfort Systems USA (Kentucky), Inc. |
|
Common |
|
CS1 |
|
N/A |
|
100% of shares owned by Borrower |
|
23 |
Comfort Systems USA (MidAtlantic), LLC |
|
N/A |
|
N/A |
|
N/A |
|
100% member interest — Xxxxxxxxxxxx Brothers, Inc. |
|
24 |
Comfort Systems USA (Midwest), LLC |
|
N/A |
|
N/A |
|
N/A |
|
100% member interest — ACI Mechanical, Inc. |
|
25 |
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. |
|
26 |
Comfort Systems USA (Ohio), Inc. |
|
Common |
|
CS1 |
|
100 |
|
100 % of shares owned by Borrower |
|
27 |
Comfort Systems USA Puerto Rico, Inc. |
|
Common |
|
CS1 |
|
100 |
|
100 % of shares owned by Borrower |
|
28 |
Comfort Systems USA (South Central), Inc. |
|
Common |
|
CS1 |
|
100 |
|
100 % of shares owned by Borrower |
|
29 |
Comfort Systems USA (Southeast), Inc. |
|
Common |
|
CS1 |
|
100 |
|
100 % of shares owned by Borrower |
|
30 |
Comfort Systems USA (Southwest), Inc. |
|
Common |
|
CS1 |
|
100 |
|
100 % of shares owned by Borrower |
|
31 |
Comfort Systems USA (Syracuse), Inc. |
|
Common |
|
CS1 |
|
100 |
|
100 % of shares owned by Borrower |
|
32 |
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 — Comfort Systems USA (Southwest), Inc. |
|
33 |
Comfort Systems USA (Twin Cities), Inc. |
|
Common |
|
CS1 |
|
100 |
|
100 % of shares owned by Borrower |
|
34 |
Comfort Systems USA (Western Michigan), Inc. |
|
Common |
|
CS1 |
|
|
|
100 % of shares owned by Borrower |
|
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 shares owned by 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 — X.X. Xxxxxxxx Company, Inc. |
|
39 |
Eastern Heating & Cooling, Inc. |
|
Common |
|
CS1 |
|
100 |
|
100 % of shares owned by Borrower |
|
40 |
Eastern Refrigeration Co., Inc. |
|
Common |
|
CS1 |
|
100 |
|
100 % of shares owned by Borrower |
|
41 |
Granite State Holdings Company, Inc. |
|
Common |
|
CS1 |
|
100 |
|
100 % of shares owned by Borrower |
|
42 |
Granite State Plumbing & Heating, LLC |
|
N/A |
|
N/A |
|
N/A |
|
100% membership interest — Granite State Holdings Company, Inc. |
|
43 |
H & M Mechanical, Inc. |
|
Common |
|
CS1 |
|
100 |
|
100 % of shares owned by Borrower |
|
44 |
Helm Corporation |
|
Common |
|
CS1 |
|
100 |
|
100 % of shares owned by Borrower |
|
45 |
Xxxx Mechanical Corporation |
|
Common |
|
CS1 |
|
100 |
|
100 % of shares owned by Borrower |
|
46 |
Xxxxxx River Heating and Cooling, Inc. |
|
Common |
|
CS1 |
|
100 |
|
100 % of shares owned by Borrower |
|
47 |
H-VAC Supply, L.L.C. |
|
N/A |
|
N/A |
|
N/A |
|
100% member interest — Comfort Systems USA Puerto Rico, Inc. |
|
48 |
Mechanical Technical Services, Inc. |
|
Common |
|
CS1 |
|
100 |
|
100 % of shares owned by Borrower |
|
49 |
Merit Mechanical, Inc. |
|
Common |
|
CS1 |
|
100 |
|
100 % of shares owned by Borrower |
|
50 |
MJ Mechanical Services, Inc. |
|
Common |
|
CS1 |
|
100 |
|
100 % of shares owned by Borrower |
|
51 |
North American Mechanical, Inc. |
|
Common |
|
CS1 |
|
100 |
|
100 % of shares owned by Borrower |
|
52 |
Plant Services Incorporated |
|
Common |
|
CS1 |
|
100 |
|
100 % of shares owned by ACI Mechanical, Inc. |
|
53 |
Quality Air Heating & Cooling, Inc. |
|
Common |
|
CS1 |
|
100 |
|
100 % of shares owned by Borrower |
|
54 |
Xxxxxxxxxxxx Brothers, Inc. |
|
Common |
|
CS1 |
|
100 |
|
100 % of shares owned by Borrower |
|
55 |
S.I. Xxxxxxx Company, Inc. |
|
Common |
|
CS1 |
|
750 |
|
100 % of shares owned by Borrower |
|
56 |
X.X. Xxxxxxxx Company, Inc. |
|
Common |
|
CS1 |
|
100 |
|
100 % of shares owned by Borrower |
|
57 |
SA Associates, Inc. |
|
Common |
|
CS1 |
|
100 |
|
100 % of shares owned by Borrower |
|
58 |
Salmon & Alder, L.L.C. |
|
N/A |
|
N/A |
|
N/A |
|
100% membership interest — SA Associates, Inc. |
|
59 |
Seasonair, Inc. |
|
Common |
|
CS1 |
|
1,544,000 |
|
100 % of shares owned by Borrower |
|
60 |
Temp-Right Service, Inc. |
|
Common |
|
CS1 |
|
100 |
|
100 % of shares owned by Borrower |
|
61 |
The Capital Refrigeration Company |
|
Common |
|
CS1 |
|
100 |
|
100 % of shares owned by Borrower |
