EXHIBIT 10.32
COMFORT SYSTEMS USA, INC.
FIRST AMENDMENT TO CREDIT AGREEMENT
This FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is dated as
of February 8, 2002 and entered into by and among COMFORT SYSTEMS USA, INC., a
Delaware corporation (the "Company"), the other Credit Support Parties (as
defined in Section 4 hereof), the Subsidiaries of the Company listed on the
signature pages hereto as Guarantors (together with each other Person who
subsequently becomes a Guarantor, collectively the "Guarantors"), the banks and
other financial institutions listed on the signature pages hereto under the
caption "Banks" (together with each other Person who becomes a Bank,
collectively the "Banks"), BANK ONE, NA, individually as a bank ("BOT") and as
administrative agent for the other Banks (in such capacity together with any
other Person who becomes the administrative agent, the "Administrative Agent"),
BANKERS TRUST COMPANY, individually as a Bank ("BTCo") and as syndication agent
for the other Banks (in such capacity together with any other Person who becomes
the syndication agent, the "Syndication Agent"), BANK OF AMERICA, N.A. (formerly
known as NationsBank, N.A.), individually as a Bank ("BofA") and as
documentation agent for the other Banks (in such capacity together with any
other Person who becomes the documentation agent, the "Documentation Agent"; and
together with the Administrative Agent and the Syndication Agent, the "Agents"),
and CREDIT LYONNAIS NEW YORK BRANCH, individually as a Bank and Co-Agent,
NATIONAL CITY BANK, individually as a Bank and as Co-Agent, and THE BANK OF NOVA
SCOTIA, individually as a Bank and as Co-Agent (collectively, the "Co-Agents"),
and is made with reference to that certain Fourth Amended and Restated Credit
Agreement dated as of March 22, 2001, by and among the Company, the Guarantors,
the Banks, the Agents and the Co-Agents (the "Credit Agreement"), and to other
Loan Documents. Capitalized terms used herein without definition shall have the
same meanings herein as set forth in the Credit Agreement, as amended hereby
(the "Amended Credit Agreement").
RECITALS
WHEREAS, the Company, the Guarantors and the Banks desire to amend the
Credit Agreement as set forth herein;
NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, the parties hereto agree as follows:
Section 1. Amendment to the Credit Agreement.
A. Amendments to Section 1.1 - Definitions.
1. The definition of "EBITDA" in Section 1.1 of the
Credit Agreement is hereby deleted in its entirety and the
following is substituted therefor:
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""EBITDA" means, for any period, the consolidated
pre-tax income for such period, plus the aggregate amount
which was deducted for such period in determining such
consolidated, pre-tax income in respect of Interest Expense
(including amortization of debt discount, imputed interest and
capitalized interest), depreciation and amortization,
provided, the calculations of EBITDA after the acquisition of
assets or entities permitted under Section 8.5(d) shall
include pro forma adjustments consistent with the regulations
and practices of the United States Securities and Exchange
Commission (whether or not applicable) to account for such
acquired entity's historical EBITDA for the relevant period or
similar adjustments in the case of an asset acquisition; and
further provided that impairment to goodwill calculated in
accordance with FASB Statement No. 142, Goodwill and Other
Intangibles, shall be disregarded for the purposes of
calculating EBITDA. The amount of Borrower's reserves booked
on or before December 31, 2001 not in excess of $4,800,000 in
the aggregate attributable to receivables from Kmart
Corporation, and receivables from other Persons attributable
to work performed on behalf of Kmart Corporation, may be added
back in determining EBITDA, but only to the extent such
receivables were deducted in calculating EBITDA; provided,
that such addback shall be reduced by the amount of
receivables subject to such reserve, if any, collected from
Kmart Corporation or any such other Person. EBITDA shall
include no calculation in respect of the Subsidiaries listed
on Schedule 8.2(d) after the Emcor Sale Effective Date."
2. The following definition of "Emcor Sale Effective Date" is
added in alphabetical order:
""Emcor Sale Effective Date" means the date on which
the Asset Sale permitted under Section 8.2(d) is consummated.
3. The definition of "Total Commitment" in Section 1.1 of the
Credit Agreement is hereby deleted in its entirety and the following
substituted therefor:
""Total Commitment" means (a) before the Emcor Sale
Effective Date, the sum of the Commitments for each Bank
totaling a maximum of $250,000,000.00 for all Banks, and (b)
on and after the Emcor Sale Effective Date, the sum of the
Commitments for each Bank totaling a maximum of
$100,000,000.00 for all Banks."
B. Amendment to Section 2.7(a) Mandatory Repayments. Section 2.7(a) of
the Credit Agreement is hereby deleted in its entirety and the following
substituted therefore:
(a) Net Asset Sale Proceeds. No later than (i) the
first Business Day following the date of receipt by the
Company or any of its Subsidiaries of any Net Asset Sale
Proceeds in respect of any Asset Sale
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(other than from a Sale and Leaseback Transaction permitted by
Section 8.3(n) or an Asset Sale permitted by Section 8.2(d))
in excess of $5,000,000 for any single transaction or related
series of transactions the Company shall repay the Loans, and
the Revolving Loan Commitments shall be permanently reduced in
an aggregate amount equal to such Net Asset Sale Proceeds, and
(ii) the first Business Day following the 360th day after
receipt by the Company or any Subsidiary of any Net Asset Sale
Proceeds in respect of any Asset Sale of $5,000,000 or less
for any single transaction, or related series of transactions
the Company shall repay the Loans, and the Revolving Loan
Commitments shall be permanently reduced in an aggregate
amount equal to the amount of such Net Asset Sale Proceeds
that were not reinvested in the business of the Company or any
of its Subsidiaries on or before such date;
C. Amendment to Section 8.2 : Consolidation, Merger or Sale of Assets.
Section 8.2 of the Credit Agreement is hereby deleted in its entirety and the
following substituted therefore:
"Consolidation, Merger or Sale of Assets. Except as
disclosed to the Administrative Agent on or before the
Effective Date in writing, the Company will not, and will not
permit any of its Subsidiaries to, wind up, liquidate or
dissolve their affairs, or enter into any transaction of
merger or consolidation, or enter into any Asset Sales, except
for (a) mergers permitted under Section 8.5(d), so long as the
Company is the surviving entity and so long as no Event of
Default occurs immediately before or after such merger, (b)
mergers by the Company with any of its wholly-owned
Subsidiaries and mergers by the Company's wholly-owned
Subsidiaries with another of the Company's wholly-owned
Subsidiaries with another of the Company's wholly-owned
Subsidiaries, so long as the Company is the surviving entity
and so long as no Event of Default occurs immediately before
or after such merger, and (c) mergers by a wholly-owned
Subsidiary of the Company with another Person in connection
with an Investment permitted under Section 8.5(d), so long as
the relevant Subsidiary is the surviving entity and so long as
no Event of Default occurs immediately before or after such
merger, (d) Asset Sales upon terms and conditions presented in
writing to the Administrative Agent prior to the Amendment
Effective Date (as hereinafter defined) with respect to the
stock or membership interests of Subsidiaries listed on
Exhibit 8.2(d) attached hereto and incorporated herein by
reference and the assets owned by such Subsidiaries, provided
that (i) the Emcor Sale Effective Date arises on or before
June 30, 2002, (ii) the Administrative Agent shall have
received copies of all original documents relating to such
Asset Sale, together with such financial information and
projection regarding such Asset Sale as are reasonably
requested by the Administrative Agent, (iii) the
Administrative Agent shall have received Net Asset Sale
Proceeds of not less than $130,000,000 from such Asset Sale
for application to the Obligations, and (iv) the Borrower
shall have
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been released from its obligations to repay at least $20,000,000 in
Subordinated Debt by the holders thereof; and (e) Sale and
Leaseback Transactions permitted under Section 8.3(n)."
D. Amendment to Section 8.4(a): Liens and Related Matters. Section
8.4(a) of the Credit Agreement is hereby deleted in its entirety, and the
following substituted therefore:
SECTION 8.4 Liens and Related Matters.
(a) Prohibition on Liens. Neither the Company nor any
Subsidiary of the Company will create, incur, assume or suffer to
exist any Lien upon or with respect to any of its property or
assets of any kind whether now owned or hereafter acquired, except:
(i) Liens on the Effective Date and listed on
Schedule 8.4(a);
(ii) Liens existing on the Effective Date securing
currently secured Indebtedness permitted Section 8.3(b) or
Section 8.3(h) above;
(iii) Permitted Liens;
(iv) Liens securing Indebtedness permitted under
Section 8.3(h) and Section 8.3(j);
(v) Liens granted pursuant to the Collateral
Documents;
(vi) any renewal, extension or replacement of any
Lien referred to above with the same lenders; provided that no
Lien arising or existing as a result of such extension,
renewal or replacement shall be extended to cover any property
not theretofore subject to the Lien being extended, renewed or
replaced; and provided further that the principal amount of
the Indebtedness secured thereby shall not exceed the
principal amount of the Indebtedness so secured at the time of
such extension, renewal or replacement; and
(vii) commencing on or after the Emcor Sale Effective
Date, escrow arrangements with the purchaser in the Asset Sale
permitted by Section 8.2(d) respecting deposit accounts
holding cash purchase price payments not in excess of
$15,000,000 in the aggregate;
E. Amendment of Section 8.5. Investments. Section 8.5 of the Credit
Agreement is deleted in its entirety and the following substitution therefore:
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SECTION 8.5 Investments. Neither the Company nor any
Subsidiary will, directly or indirectly, make or own any
Investment in any Person, except:
(a) Permitted Investments;
(b) Investments owned on the Effective Date
as set forth on Schedule 8.5(b), including Investments in the
Subsidiaries, direct and indirect;
(c) Investments arising out of loans and
advances for expenses, travel per diem and similar items in
the ordinary course of business to officers, directors and
employees and intercompany Indebtedness permitted by Section
8.3(f);
(d) Provided that the Company has obtained
the prior written consent of the Eighty Percent Banks with
respect thereto, Investments in the stock, warrants, stock
appreciation rights, other securities and/or other assets of
domestic entities engaged in the same general type of business
as the Company on the Effective Date, in which the Company or
one of its wholly owned Subsidiaries is the surviving entity.
(e) other Investments having cost to the
Company and its Subsidiaries not exceeding $2,000,000.00 in
the aggregate at any one time outstanding during the term of
this Agreement,
(f) Investments in the form of stock
buybacks allowed under Section 8.6;
(g) Investments in capital stock of
wholly-owned Subsidiaries of the Company in existence on the
Effective Date; and
(h) Investments constituting the transfer to
a Guarantor of the stock of the Subsidiaries to be sold in the
Asset Sale permitted by Section 8.2(d) for the sole purpose of
facilitating the conveyance by such Guarantor to the purchaser
in such Asset Sale, provided that such Guarantor has executed
a Subsidiary Pledge Agreement prior to such Investment.
F. Amendment of Section 8.15 - Minimum EBITDA. Section 8.15 of the
Credit Agreement is deleted in its entirety and the following is substituted
therefor:
"Before the Emcor Sale Effective Date, the Company
will not, as of the last day of any fiscal quarter specified
in the table below, permit its EBITDA for the three (3) months
then ended to be less than the amounts set forth below:
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QUARTER ENDING QUARTERLY
DATE(S) EBITDA
-------------- ---------
03/31/01 $13,000,000.00
06/30/01 $18,500,000.00
09/30/01 $23,000,000.00
12/31/01 $21,500,000.00
03/31/02 $13,700,000.00
06/30/02 $20,000,000.00
09/30/02 $24,800,000.00
12/31/02 and quarters
ending thereafter $23,200,000.00
From and after the Emcor Sale Effective Date, the
Company will not, as of the last day of any fiscal quarter
specified in the table below, permit its EBITDA for the three
(3) months then ended to be less than the amounts set forth
below; provided, that the calculation for the Company's EBITDA
for any fiscal quarter ending on or after the Emcor Sale
Effective Date shall include no calculations in respect of the
Subsidiaries listed on Exhibit 8.2(d):
QUARTERLY
DATE(S) EBITDA
------- ---------
03/31/02 $ 3,332,850.00
06/30/02 $ 7,893,100.00
09/30/02 $11,151,150.00
12/31/02 $ 7,738,400.00"
G. Amendment of Exhibit 8.2(d). Exhibit 8.2(d) to the Credit Agreement
is deleted in its entirety and the Exhibit 8.2(d) attached to this Amendment is
substituted therefor.
H. Amendment of Schedule 6.16. Effective upon the occurrence of the
Emcor Sale Effective Date, Schedule 6.16 to the Credit Agreement is deleted in
its entirety and the Schedule 6.16 attached to this Amendment is substituted
therefore.
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Section 2. Conditions to Effectiveness. Section 1 of this Amendment
shall become effective only upon the prior or concurrent satisfaction of all of
the following conditions precedent (the date of satisfaction of such conditions
being referred to herein as the "Amendment Effective Date"):
A. On or before the Amendment Effective Date, the Company
shall deliver to the Banks (or to the Agents for the Banks) the
following, each, unless otherwise noted, dated the Amendment Effective
Date:
1. A certificate of the secretary or an assistant
secretary of the Company and of the Guarantors certifying: (i)
that the resolutions of the Board of Directors of the Company
and of the Guarantors approving and authorizing the execution,
delivery, and performance of the Amended Credit Agreement and
amendments thereto delivered on the Effective Date, are in
full force and effect and have not been amended, supplemented
or otherwise modified since December 14, 1998, (ii) the
signature and incumbency of the officers of each of the
Company and of the Guarantors who are authorized to sign on
behalf of the Company or such Guarantor, and (iii) the Company
is in compliance with Sections 8.10 through 8.15, inclusive,
of the Credit Agreement as of the Amendment Effective Date,
after giving effect to the EBITDA addbacks referenced in
Section 1.A.1. of this Amendment in respect of receivables
attributable to Kmart Corporation and receivables from other
Persons attributable to work performed on behalf of Kmart
Corporation.
2. Counterparts of this Amendment executed by the
Banks and each of the other parties hereto.
3. The fee referenced in Section 5B.
B. On or before the Amendment Effective Date, all corporate
and other proceedings taken or to be taken in connection with the
transactions contemplated hereby and all documents incidental thereto
not previously found acceptable by the Agents, acting on behalf of the
Banks, and their counsel shall be reasonably satisfactory in form and
substance to the Agents and such counsel, and the Agents and such
counsel shall have received all such counterpart originals or certified
copies of such documents as the Agents may reasonably request.
Section 3. Representations and Warranties. In order to induce the Banks
to enter into this Amendment and to amend the Credit Agreement in the manner
provided herein, the Company and each Guarantor party hereto represents and
warrants to each Bank that the following statements are true, correct and
complete as to itself:
A. Corporate Power and Authority. The Company and each
Guarantor party hereto has all requisite corporate power and authority
to enter into this Amendment and to carry out the transactions
contemplated hereby and the Company and each Guarantor party hereto has
all requisite corporate power and authority to carry out the
transactions contemplated by, and perform its obligations under, the
Amended Credit Agreement.
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B. Authorization of Agreements. The execution and delivery of
this Amendment and the performance of the Amended Credit Agreement have
been duly authorized by all necessary corporate action on the part of
the Company and each Guarantor party hereto, as the case may be.
C. No Conflict. The execution and delivery by the Company and
each Guarantor party hereto of this Amendment and the performance by
the Company and each Guarantor of this Amendment and the performance by
the Company and each Guarantor party hereto of the Amended Credit
Agreement do not and will not (i) violate any provision of any law or
any governmental rule or regulation applicable to the Company or any of
its Subsidiaries, the Certificate or Articles of Incorporation or
Bylaws of the Company or any of its Subsidiaries or any order, judgment
or decree of any court or other agency of government binding on the
Company or any of its Subsidiaries, (ii) conflict with, result in a
breach of or constitute (with due notice or lapse of time or both) a
default under any material agreement to which the Company or any of its
Subsidiaries is a party or by which it is bound or to which it is
subject, (iii) result in or require the creation or imposition of any
Lien upon any of the properties or assets of the Company or any of its
Subsidiaries (other than any Liens created under any of the Loan
Documents in favor of the Agents on behalf of the Banks), or (iv)
require any approval of stockholders or any approval or consent of any
Person under any material agreement to which the Company or any of its
Subsidiaries is a party or by which it is bound or to which it is
subject.
D. Governmental Consents. The execution and delivery by the
Company and each Guarantor party hereto of this Amendment and the
performance by the Company and each Guarantor of this Amendment and the
performance by the Company and each Guarantor of the Amended Credit
Agreement do not and will not require any registration with, consent or
approval of, or notice to, or other action to, with or by, any federal,
state or other governmental authority or regulatory body, except those
that have already been obtained.
E. Binding Obligation. This Amendment has been duly executed
and delivered by the Company and each Guarantor party hereto and this
Amendment and the Amended Credit Agreement are the legally valid and
binding obligations of the Company and each Guarantor, enforceable
against the Company and each Guarantor in accordance with their
respective terms, except as may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to or limiting
creditors= rights generally or by equitable principles relating to
enforceability.
F. Incorporation of Representations and Warranties From
Amended Credit Agreement. The representations and warranties contained
in Article VI of the Amended Credit Agreement are and will be true,
correct and complete in all material respects on and as of the
Amendment Effective Date to the same extent as though made on and as of
that date, 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.
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G. Absence of Default. No event has occurred and is continuing
or will result from the consummation of the transactions contemplated
by this Amendment that would, after giving effect to this Amendment,
constitute an Event of Default or a Default.
Section 4. Acknowledgment and Consent. The Company is a party to
certain Collateral Documents pursuant to which the Company has created Liens in
favor of the Agents on certain Collateral to secure the Obligations. Each of the
Guarantors party hereto is a party to certain Collateral Documents and the
Guaranty, pursuant to which each such Guarantor has (i) guarantied the
Obligations and (ii) created Liens in favor of the Administrative Agent on
certain Collateral to secure the Guaranteed Obligations of such Guarantor under
the Guaranty. The Guarantors party hereto are collectively referred to herein as
the "Credit Support Parties," and the Collateral Documents and the Guaranty are
collectively referred to herein as the "Credit Support Documents."
Each Credit Support Party hereby acknowledges that it has reviewed the
terms and provisions of the Credit Agreement, the Collateral Documents and the
Guaranty and this Amendment and consents to the further amendment of the Credit
Agreement effected pursuant to this Amendment. Each Credit Support Party hereby
confirms that each Credit Support Document to which it is a party or otherwise
bound and all Collateral encumbered thereby will continue to guaranty or secure,
as the case may be, to the fullest extent possible the payment and performance
of all "Obligations," "Guarantied Obligations" and "Secured Obligations," as the
case may be (in each case as such terms are defined in the applicable Credit
Support Document), including without limitation the payment and performance of
all such "Obligations," "Guarantied Obligations" or "Secured Obligations," as
the case may be, in respect of the Obligations of the Company now or hereafter
existing under or in respect of the Amended Credit Agreement and the other Loan
Documents.
Each Credit Support Party acknowledges and agrees that any of the
Credit Support Documents to which it is a party or otherwise bound shall
continue in full force and effect and that all of its obligations thereunder
shall be valid and enforceable and shall not be impaired or limited by the
execution or effectiveness of this Amendment. Each Credit Support Party
represents and warrants that all representations and warranties contained in the
Amended Credit Agreement and the other Credit Support Documents to which it is a
party or otherwise bound are true, correct and complete in all material respects
on and as of the Amendment Effective Date to the same extent as though made on
and as of that date, 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.
Each Credit Support Party acknowledges and agrees that (i)
notwithstanding the conditions to effectiveness set forth in this Amendment,
such Credit Support Party is not required by the terms of the Credit Agreement
or any other Loan Document to consent to the amendments to the Credit Agreement
effected pursuant to this Amendment and (ii) nothing in the Amended Credit
Agreement, this Amendment or any other Loan Document shall be deemed to require
the consent of such Credit Support Party to any future amendments to the Amended
Credit Agreement.
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Section 5. Miscellaneous.
A. Reference to and Effect on the Amended Credit Agreement and
the Other Loan Documents.
1. On and after the Amendment Effective Date, each
reference in the Credit Agreement to "this Agreement,"
"hereunder," "hereof," "herein" or words of like import
referring to the Credit Agreement, and each reference in the
other Loan Documents to the "Credit Agreement," "thereunder,"
"thereof" or words of like import referring to the Credit
Agreement shall mean and be a reference to the Amended Credit
Agreement.
2. Except as specifically amended by this Amendment,
the Credit Agreement and the other Loan Documents shall remain
in full force and effect and are hereby ratified and
confirmed.
3. The execution, delivery and performance of this
Amendment shall not, except as expressly provided herein,
constitute a waiver of any provision of, or operate as a
waiver of any right, power or remedy of any Agent or any Bank
under, the Credit Agreement or any of the other Loan
Documents.
B. Fees and Expenses. Company acknowledges that all reasonable
costs, fees and expenses as described in Section 12.4 of the Credit
Agreement incurred by the Agents and its counsel with respect to this
Amendment and the documents and transactions contemplated hereby shall
be for the account of the Company, and the Company agrees to pay to the
Administrative Agent for the ratable benefit of the Banks on the
Amendment Effective Date an amendment fee equal to $150,000.
C. Headings. Section and subsection headings in this Amendment
are included herein for convenience of reference only and shall not
constitute a part of this Amendment for any other purpose or be given
any substantive effect.
D. Applicable Law. THIS AMENDMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE
STATE OF
NEW YORK (INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF THE
GENERAL OBLIGATIONS LAW OF THE STATE OF
NEW YORK), WITHOUT REGARD TO
CONFLICTS OF LAWS PRINCIPLES.
E. Counterparts; Effectiveness. This Amendment may be executed
in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed and delivered
shall be deemed an original, but all such counterparts together shall
constitute but one and the same instrument; signature pages may be
detached from multiple separate counterparts and attached to a single
counterpart so that all signature pages are physically attached to the
same document. This Amendment (other than the provisions of Section 1,
which shall become effective upon the satisfaction of each of the
conditions set forth in Section 2) shall become effective
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upon the execution of a counterpart hereof by the Company, the Credit
Support Parties, the Guarantors and the Banks and receipt by the
Company and the Agents of written or telephonic notification of such
execution and authorization of delivery of such counterpart.
Section 6. Releases of Collateral. The Administrative Agent shall
deliver, and the Banks hereby authorize the Administrative Agent to deliver, on
the Emcor Sale Effective Date and at the Borrower's expense, such releases,
stock certificates and other documents as are reasonable requested by the
Borrower to evidence the release of the Collateral pledged by the Subsidiaries
listed on Exhibit 8.2(d), the release of the pledge by Borrower of the stock of
each such Subsidiary, and the release of such Subsidiaries from their respective
obligations under the Guaranty and other Loan Documents.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized as of the date
first above written.
COMPANY:
COMFORT SYSTEMS USA, INC.
By:
---------------------------------------
J. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇
Executive Vice President and
Chief Financial Officer
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CREDIT SUPPORT PARTIES AND GUARANTORS:
ACI MECHANICAL, INC.
ACCU-TEMP GP, INC.
ACCU-TEMP LP, INC.
ACCU-TEMP, LLC, by Accu-Temp LP, Inc.,
managing member
AIR SOLUTIONS USA, INC.
AMERICAN MECHANICAL INC.
ARC COMFORT SYSTEMS USA, INC. (fka
American Refrigeration Contractors, Inc.)
▇▇▇▇▇▇▇▇▇'▇ MECHANICAL CONTRACTORS, INC.
BCM CONTROLS CORPORATION
CARSON BROTHERS, INC.
CEL, INC. (▇▇▇▇▇ Electric)
CENTRAL MECHANICAL CONSTRUCTION CO., INC.
CENTRAL MECHANICAL, INC.
COMFORT SYSTEMS USA G.P., INC.
COMFORT SYSTEMS USA (ARKANSAS), INC. (fka
River City Mechanical, Incorporated)
COMFORT SYSTEMS USA (BRISTOL), INC. (fka
▇▇▇▇ ▇▇▇▇▇ Mechanical Contractors, Inc.)
COMFORT SYSTEMS USA (CLEVELAND), INC.
(fka Tech Heating and Air Conditioning,
Inc.)
COMFORT SYSTEMS USA (HARTFORD), INC. (fka
The ▇▇▇▇▇▇ ▇▇▇▇▇▇ Company)
COMFORT SYSTEMS USA (INTERMOUNTAIN), INC.
(fka Contract Service, Inc.)
COMFORT SYSTEMS USA (OREGON), INC. (fka
A.C.I. Mechanical USA, Inc.)
COMFORT SYSTEMS USA (PHILADELPHIA), INC.
(fka Lower Bucks Cooling and Heating
Corporation)
COMFORT SYSTEMS USA (SOUTH BOSTON), INC.
(fka Climate Control, Inc.)
COMFORT SYSTEMS USA (SYRACUSE), INC. (fka
Armani Plumbing & Mechanical, Inc.)
COMFORT SYSTEMS USA (TEXAS), L.P., by
Comfort Systems USA G.P., Inc., sole
general partner
COMFORT SYSTEMS USA (TWIN CITIES), INC.
(fka EDS, Inc.)
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COMFORT SYSTEMS USA (WESTERN MICHIGAN),
Inc. (restructure River City Mechanical,
Inc. and H&H Plumbing & Heating, Inc.)
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ CORP. (▇▇▇▇▇▇▇/Service
Refrigeration)
DESIGN MECHANICAL INCORPORATED
EASTERN HEATING & COOLING, INC.
EASTERN REFRIGERATION CO., INC.
E.L. ▇▇▇▇▇▇ COMPANY
ESS ENGINEERING, INC.
F&G MECHANICAL CORPORATION
GOTHAM AIR CONDITIONING SERVICE, INC.
GULFSIDE MECHANICAL, INC.
H & M MECHANICAL, INC.
HELM CORPORATION
HELM CORPORATION SAN ▇▇▇▇▇
▇▇▇▇ MECHANICAL CORPORATION
HILLCREST SHEET METAL, INC.
INDUSTRIAL COOLING INC.
J & J MECHANICAL, INC.
▇▇▇▇▇ AIR CONDITIONING ENTERPRISE INC.
KILGUST MECHANICAL, INC.
▇▇▇▇▇▇▇ SERVICE, INC.
▇▇▇▇▇▇ ELECTRIC COMPANY, INC.
▇▇▇▇▇▇▇ MECHANICAL CORPORATION
▇▇▇▇▇▇ HEATING, INC.
MAXIMUM REFRIGERATION & AIR CONDITIONING
CORP.
MEADOWLANDS FIRE PROTECTION CORP.
MECHANICAL SERVICE GROUP, INC. (Page)
MJ MECHANICAL SERVICES, INC.
▇▇▇▇ MECHANICAL CONTRACTORS, INC.
▇▇▇▇▇ & BLACK MECHANICAL, INC.
NORTH AMERICAN MECHANICAL, INC.
NORTH JERSEY MECHANICAL CONTRACTORS, INC.
OK SHEET METAL AND AIR CONDITIONING, INC.
PLANT SERVICES INCORPORATED
QUALITY AIR HEATING & COOLING, INC.
▇▇▇▇ & ASSOCIATES, INC.
S&K AIR CONDITIONING CO., INC.
S.I. ▇▇▇▇▇▇▇ COMPANY, INC.
▇.▇. ▇▇▇▇▇▇▇▇ COMPANY, INC.
-14-
SA ASSOCIATES, INC. (formerly Salmon &
Alder, Inc.)
SALMON & ALDER, LLC, by SA Associates,
Inc., sole member
SEASONAIR, INC.
SOUTHERN BLUEGRASS MECHANICAL, INC.
STANDARD HEATING & AIR CONDITIONING
COMPANY
SUPERIOR MECHANICAL SYSTEMS
TARGET CONSTRUCTION, INC.
TEMP-RIGHT SERVICE, INC.
TEMPRITE AIR CONDITIONING AND
REFRIGERATION, INC.
THE CAPITAL REFRIGERATION COMPANY
THE ▇▇▇▇▇ COMPANY
TRI-CITY MECHANICAL, INC.
▇▇▇▇▇▇ SERVICE CO.
▇▇▇▇▇▇-J-▇▇▇▇▇▇, INC.
WEATHER ENGINEERING, INC.
WESTERN BUILDING SERVICES, INC.
By:
------------------------------------
J. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇,
Vice President
-15-
ATLAS-ACCURATE HOLDINGS, L.L.C.
ATLAS-ACCURATE HOLDINGS, L.L.C., as the
sole general partner of Accurate Air
Systems, L.P. (restructure of Accurate
Air Systems, Inc.)
Atlas Air Conditioning Company, L.P.
(restructure of Atlas Air Conditioning
Company and Atlas Comfort Services USA,
Inc.)
Border Electric, L.P.
Border Mechanical, L.P.
Mechanical Technical, ▇.▇.
▇▇▇▇▇▇▇▇▇ & Son, L.P. (restructure of
▇▇▇▇▇▇▇▇▇ & Son,
Inc./▇▇▇▇▇▇▇▇▇ & Son Conversion
Corporation)
United Environmental Services, L.P.
(restructure of United Environmental
Services, Inc./UES Conversion
Corporation)
By: CS48 ACQUISITION CORP., sole member
By:
------------------------------------
J. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇,
Vice President
-16-
ADMINISTRATIVE AGENT/BANK:
Amount of Commitment before the BANK ONE, NA,
Emcor Sale Effective Date: as Administrative Agent and Individually
$37,500,000.00 as a Bank
Amount of Commitment after the
Emcor Sale Effective Date:
$15,000,000.00 By:
--------------------------------
Name:
--------------------------------
Title:
--------------------------------
-17-
SYNDICATION AGENT/BANK:
Amount of Commitment before the BANKERS TRUST COMPANY,
Emcor Sale Effective Date: as Syndication Agent and Individually
$29,166,667.00 as a Bank
Amount of Commitment after the
Emcor Sale Effective Date:
$11,666,667.00 By:
--------------------------------
Name:
--------------------------------
Title:
--------------------------------
-18-
DOCUMENTATION AGENT/BANK:
Amount of Commitment before the BANK OF AMERICA, N.A. (formerly known as
Emcor Sale Effective Date: NationsBank, N.A.), as Documentation
$35,416,667.00 Agent and Individually, as a Bank
Amount of Commitment after the
Emcor Sale Effective Date:
$14,166,667.00 By:
--------------------------------
Name:
--------------------------------
Title:
--------------------------------
-19-
CO-AGENT/BANK:
Amount of Commitment before the CREDIT LYONNAIS
NEW YORK BRANCH,
Emcor Sale Effective Date: as Co-Agent and Individually as a Bank
$20,833,333.00
Amount of Commitment after the
Emcor Sale Effective Date:
$8,333,333.00 By:
--------------------------------
Name:
--------------------------------
Title:
--------------------------------
-20-
CO-AGENT/BANK:
Amount of Commitment before the NATIONAL CITY BANK,
Emcor Sale Effective Date: as Co-Agent and Individually, as a Bank
$20,833,333.00
Amount of Commitment after the
Emcor Sale Effective Date: By:
$8,333,333.00 --------------------------------
Name:
--------------------------------
Title:
--------------------------------
-21-
CO-AGENT/BANK:
Amount of Commitment before the THE BANK OF NOVA SCOTIA,
Emcor Sale Effective Date: as Co-Agent and Individually, as a Bank
$20,833,333.00
Amount of Commitment after the
Emcor Sale Effective Date: By:
$8,333,333.00 --------------------------------
Name:
--------------------------------
Title:
--------------------------------
-22-
BANK:
Amount of Commitment before the UNION BANK OF CALIFORNIA, N.A.
Emcor Sale Effective Date:
$16,666,667.00
Amount of Commitment after the By:
Emcor Sale Effective Date: --------------------------------
$6,666,667.00 Name:
--------------------------------
Title:
--------------------------------
-23-
BANK:
Amount of Commitment before the COMERICA BANK
Emcor Sale Effective Date:
$12,500,000.00
Amount of Commitment after the By:
Emcor Sale Effective Date: --------------------------------
$5,000,000.00 Name:
--------------------------------
Title:
--------------------------------
-24-
BANK:
Amount of Commitment before the BANK POLSKA, KASA OPIEKI S.A., PEKOA
Emcor Sale Effective Date: S.A. GROUP,
NEW YORK BRANCH
$4,166,666.00
Amount of Commitment after the
Emcor Sale Effective Date: By:
$1,666,666.00 --------------------------------
Name:
--------------------------------
Title:
--------------------------------
-25-
BANK:
Amount of Commitment before the FIRSTAR BANK, NATIONAL ASSOCIATION
Emcor Sale Effective Date:
$25,000,000.00
Amount of Commitment after the By:
Emcor Sale Effective Date: --------------------------------
$10,000,000.00 Name:
--------------------------------
Title:
--------------------------------
-26-
BANK:
Amount of Commitment before the LASALLE BANK NATIONAL ASSOCIATION
Emcor Sale Effective Date:
$16,666,667.00
Amount of Commitment after the By:
Emcor Sale Effective Date: --------------------------------
$6,666,667.00 Name:
--------------------------------
Title:
--------------------------------
-27-
BANK:
Amount of Commitment before the GENERAL ELECTRIC CAPITAL
Emcor Sale Effective Date: CORPORATION
$10,416,667.00
Amount of Commitment after the
Emcor Sale Effective Date: By:
$4,166,667.00 --------------------------------
Name:
--------------------------------
Title:
--------------------------------
-28-
EXHIBIT 8.2(d)
EXCEPTED SUBSIDIARIES
1. American Mechanical, Inc.
2. Central Mechanical Construction Co., Inc.
3. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Corp.
4. E.L. ▇▇▇▇▇▇ Company
5. F&G Mechanical Corporation
6. Gotham Air Conditioning Service, Inc.
7. Hillcrest Sheet Metal, Inc.
8. Kilgust Mechanical, Inc.
9. ▇▇▇▇▇▇▇ Service, Inc.
10. ▇▇▇▇▇▇ Electric Company, Inc.
11. ▇▇▇▇▇▇▇ Mechanical Corporation
12. Maximum Refrigeration & Air Conditioning Corp.
13. Meadowlands Fire Protection Corp.
14. NJM Service Co.
15. ▇▇▇▇▇ & Black Mechanical, Inc.
16. North Jersey Mechanical Contractors, Inc.
17. Temprite Air Conditioning and Refrigeration, Inc.
18. The ▇▇▇▇▇ Company
19. ▇▇▇▇▇▇-J-▇▇▇▇▇▇, Inc.
20. ▇▇▇▇▇▇▇▇▇ & Son, L.P.
21. Border Electric Co., L.P.
22. Border Mechanical Co., L.P.
23. CSUSA Holdings L.L.C.
Exhibit 8.2(d) - Page 1
SCHEDULE 6.16
SUBSIDIARIES OF COMFORT SYSTEMS USA, INC.
ENTITY PRINCIPAL BUSINESS PHONE FAX
NUMBER NAME OF ENTITY ADDRESS NUMBER NUMBER
------------ ------------------------------------- --------------------------------- ------------------- --------------
1. ACI Mechanical, Inc. ▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇. ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇
▇▇▇▇, ▇▇ ▇▇▇▇▇
---
▇.▇. ▇▇▇ ▇▇▇
▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
2. A.C.I. Mechanical USA, Inc. ▇▇▇▇▇ ▇.▇. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
3. Accurate Air Systems, L.P. ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇
(restructure of Accurate Air ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Systems, Inc)
4. Accu-Temp GP, Inc. ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇
▇▇▇▇▇ ▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
5. Accu-Temp LP, Inc. ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇. ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
6. Accu-Temp, LLC ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇. ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
7. Air Solutions USA, Inc. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇
▇▇▇▇. ▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
8. Air Temp, Inc. ▇▇ ▇▇▇▇▇▇▇ ▇▇▇. ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇
S. ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
9. American Refrigeration Contractors, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇. ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇
Inc. ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
10. Atlas-Accurate Holdings, L.L.C. ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇
Suite 500 ▇▇▇-▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
11. Atlas Air Conditioning Company, 4133 ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇
L.P. (restructure of Atlas Air ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Conditioning Company)
12. ▇▇▇▇▇▇▇▇▇'▇ Mechanical Contractors, ▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇
Inc. ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
13. BCM Controls Corporation ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇. ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
14. Carson Brothers, Inc. 1639 Montana 35 406-752-2778 ▇▇▇-▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
15. CEL, Inc. (▇▇▇▇▇ Electric) ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Schedule 6.16 - Page 1
ENTITY PRINCIPAL BUSINESS PHONE FAX
NUMBER NAME OF ENTITY ADDRESS NUMBER NUMBER
------------ ------------------------------------- --------------------------------- ------------------- --------------
16. Central Mechanical, Inc. ▇▇▇▇ ▇▇▇▇ & ▇▇▇▇ ▇▇▇▇, ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
---
▇.▇. ▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
17. Climate Control, Inc. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇
So. ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
18. Comfort Systems USA (Arkansas), ▇.▇. ▇▇▇ ▇▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇
Inc. (fka ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Incorporated)
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
19. Comfort Systems USA (Bristol), Inc. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇
(fka ▇▇▇▇ Hayu Mechanical ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇
Contractors, Inc.) ---
▇.▇. ▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
20. Comfort Systems USA (Cleveland), ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇
Inc. (fka Tech Heating and Air ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 800-203-9144
Conditioning, Inc.)
21. Comfort Systems USA (Florida), Inc. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
22. Comfort Systems USA G.P., Inc. ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇
Suite 500 ▇▇▇-▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
23. Comfort Systems USA (Hartford), ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇ ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇
Inc. (fka The ▇▇▇▇▇▇ ▇▇▇▇▇▇ Company) ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
24. Comfort Systems USA ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇
(Intermountain), Inc. ((fka 250W
Conntract Service, Inc. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
CSI/Bonneville)
--- ---
Pond's Plumbing Operations
---
Applied Temperature Control
Operations
25. Comfort System USA National Service ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇. ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇
Organization, Inc. ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Schedule 6.16 - Page 2
ENTITY PRINCIPAL BUSINESS PHONE FAX
NUMBER NAME OF ENTITY ADDRESS NUMBER NUMBER
------------ ------------------------------------- --------------------------------- ------------------- --------------
26. Comfort Systems USA (Philadelphia), ▇▇▇▇ ▇▇▇▇▇▇ ▇▇. ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇
Inc. (fka Lower Bucks Heating and ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, Inc../Ameritch)
27. Comfort Systems USA (Syracuse), 6500 New Venture Gear Drive ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇
Inc. (fka Armani Plumbing & ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Mechanical, Inc., abj Fire
Protection and ▇▇▇▇▇▇▇▇ &
Associates.)
28. Comfort Systems USA (Texas), L.P. ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇
Suite 500 ▇▇▇-▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
29. Comfort Systems USA (Twin Cities), ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇. North ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇
Inc. EDS, Inc. (fka EDS, Inc.) Suite 150
[Energy Development Services} ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
30. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Corp. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇
(▇▇▇▇▇▇▇/Service Refrigeration) ▇▇▇▇▇ ▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
31. Design Mechanical Incorporated ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
32. Eastern Heating & Cooling, Inc. ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
33. Eastern Refrigeration Co., Inc. ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
34. ESS Engineering, Inc. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ 480-784-4500 ▇▇▇-▇▇▇-▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
35. FIX Reinsurance Corporation ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
36. ▇▇▇▇ ▇▇▇▇▇ Mechanical Contractors, ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇. ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇
Inc. ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
37. Gulfside Mechanical, Inc. ▇▇▇ ▇▇▇▇▇▇ ▇▇. ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
38. H & H Plumbing & Heating, Inc. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
39. H & M Mechanical, Inc. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
40. Helm Corporation ▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇. ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Schedule 6.16 - Page 3
ENTITY PRINCIPAL BUSINESS PHONE FAX
NUMBER NAME OF ENTITY ADDRESS NUMBER NUMBER
------------ ------------------------------------- --------------------------------- ------------------- --------------
41. Helm Corporation San Diego ▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
42. ▇▇▇▇ Mechanical Corporation ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇. ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
43. Industrial Cooling Inc. ▇▇ ▇. ▇▇▇▇▇ ▇▇▇. ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
44. J & J Mechanical, Inc. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
45. ▇▇▇▇▇ Air Conditioning Enterprise ▇▇▇▇ #1KM.- 23 HM.0 B.O. ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇
Inc. ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
---
▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
46. ▇▇▇▇▇▇ Heating, Inc. ▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇. ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
47. MDC Service Corporation ▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇ 559-651-8040 ▇▇▇-▇▇▇-▇▇▇▇
Visalia, CA 9391 800-366-3316
48. Mechanical Service Group, Inc. ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, #▇▇ 941-561-2777 ▇▇▇-▇▇▇-▇▇▇▇
(Page) ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
49. Mechanical Technical Services, L.P. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇. ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
50. MJ Mechanical Services, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇. 716-874-9200 ▇▇▇-▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
---
▇.▇. State Refrigeration ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇
Operations-
▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
51. ▇▇▇▇ Mechanical Contractors, Inc. ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
52. North American Mechanical, Inc. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇
▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
53. OK Sheet Metal and Air 1801 Art St. ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇
Conditioning, Inc. ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
54. Outbound Services, Inc. ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇
▇▇▇. ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Schedule 6.16 - Page 4
ENTITY PRINCIPAL BUSINESS PHONE FAX
NUMBER NAME OF ENTITY ADDRESS NUMBER NUMBER
------------ ------------------------------------- --------------------------------- ------------------- --------------
55. Plant Services Incorporated ▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
56. Quality Air Heating & Cooling, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇
Inc. ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
57. River City Mechanical, Inc. ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ 616-785-1311 ▇▇▇-▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
---
▇.▇. ▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
58. RMC2 Mechanical Systems, Inc. ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
59. ▇▇▇▇ & Associates, Inc. ▇▇▇ ▇▇▇▇▇▇ ▇▇. ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
60. S&K Air Conditioning Co., Inc. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
61. S. I. ▇▇▇▇▇▇▇ Company, Inc. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇. ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
62. ▇.▇. ▇▇▇▇▇▇▇▇ Company, Inc. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
63. SA Associates, Inc. (formerly 623 North 1250 West ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇
referred to as ▇▇▇▇▇▇ & ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Inc.)
64. Salmon & Alder, LLC 623 North 1250 West ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
65. Seasonair, Inc. ▇▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
66. ▇▇▇▇▇▇ Plumbing & Heating, Inc. 81 US 31 S. ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
67. Southern Bluegrass Mechanical, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
68. Standard Heating & Air Conditioning ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇
Company ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
69. Superior Mechanical Systems, Inc. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
70. Target Construction, Inc. ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ 616-866-7728 ▇▇▇-▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
---
▇.▇. ▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Schedule 6.16 - Page 5
ENTITY PRINCIPAL BUSINESS PHONE FAX
NUMBER NAME OF ENTITY ADDRESS NUMBER NUMBER
------------ ------------------------------------- --------------------------------- ------------------- --------------
71. Temp-Right Service, Inc. 101 North ▇▇▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
72. The Capital Refrigeration Company ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
73. Tri-City Mechanical, Inc. ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
74. ▇▇▇▇▇▇ Service Co. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇.▇. 616-735-3535 ▇▇▇-▇▇▇-▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
75. United Environmental Services, L.P. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇
(restructure of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Environmental Services, Inc./UES
Conversion Corporation)
76. Weather Engineering, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
77. Western Building Services, Inc. ▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ 303-429-9219 ▇▇▇-▇▇▇-▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
---
Colorado Plumbing Service ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇
Operations-
▇▇▇▇ ▇. ▇▇▇ ▇▇. ▇▇▇▇▇,
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Schedule 6.16 - Page 6
