EXHIBIT 10.4
NOTE TERMINATION AGREEMENT
THIS NOTE TERMINATION AGREEMENT is entered into effective as of June 23,
2000, by and among ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (collectively, the
"Pledgors"), ▇▇▇▇▇ Properties LLC, a New Jersey limited liability company
("Borrower"), and F&G Mechanical Corporation, a Delaware corporation ("Lender").
Reference is hereby made to (i) that certain Promissory Note by Borrower in
favor of Lender dated February 12, 1998 in the principal amount of $5,600,000
(the "Note") and (ii) that certain Pledge Agreement dated as of February 12,
1998 by the Pledgors in favor of Lender (the "Pledge Agreement"). Terms not
otherwise defined herein shall have the same definition as is set forth in the
Pledge Agreement.
Lender hereby represents that it is the holder of the Note free and clear
of all liens and obligations, that it has not transferred or alienated its
interest in the Note, and that it has full power to enter into this agreement
and thereby terminate the Note. Each of the Pledgors hereby represents that he
is the holder of the Pledged Stock designated in his name free and clear of all
liens and obligations, that he has not transferred or alienated his interest in
the Note, and that he has full power to enter into this agreement and deliver
the Pledged Stock.
Each of the Pledgors hereby irrevocably transfers all of its right, title
and interest in the Collateral (represented by Stock Certificates CS0520 in the
name of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and CS0524 in the name of ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, each
for 180,262 shares of the Common Stock of Comfort Systems USA, Inc.), and
simultaneously with his execution hereof will deliver stock powers, executed in
blank, pertaining to the Pledged Shares. The Lender agrees that upon receipt of
a fully executed Note Termination and the required stock powers it will, without
other payment in respect thereof, cancel the Obligations and deliver to the
Borrower the original Note marked "Cancelled".
IN WITNESS WHEREOF, the parties set forth above hereby execute this Note
Termination at the date set forth above.
F&G MECHANICAL CORPORATION ▇▇▇▇▇ PROPERTIES LLC
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ /s/ Santo ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ SOURCE
VICE PRESIDENT PRESIDENT
/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇