Schedules and Exhibits

Exhibit 10.1

Schedules and Exhibits

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EXHIBIT 2.1

AMENDED AND RESTATED REVOLVING NOTE

FOR VALUE RECEIVED, the undersigned, Comfort Systems USA, Inc., a Delaware corporation (herein called “Borrower”), hereby promises to pay to the order of                                                                              (herein called “Lender”), the principal sum equal to its Revolving Loan Commitment as set forth in the Credit Agreement (as hereinafter defined), or, if greater or less, the aggregate unpaid principal amount of the Revolving Loans made by Lender to Borrower pursuant to the terms of the Credit Agreement (as hereinafter defined), together with interest on the unpaid principal balance thereof as set forth in the Credit Agreement, both principal and interest payable as herein provided in lawful money of the United States of America at the offices of Agent under the Credit Agreement, or at such other place within Houston, Harris County, Texas, as from time to time may be designated by the holder of this Note.

This Note (a) is issued and delivered under that certain Amended and Restated Credit Agreement of even date herewith among Borrower, Wachovia Bank, N.A., as Lead Arranger and Administrative Agent, and the lenders (including Lender) referred to therein (herein, as from time to time supplemented, amended or restated, called the “Credit Agreement”), and is a “Note” as defined therein, (b) is subject to the terms and provisions of the Credit Agreement, which contains provisions for payments and prepayments hereunder and acceleration of the maturity hereof upon the happening of certain stated events, and (c) is secured by and entitled to the benefits of certain Security Documents (as identified and defined in the Credit Agreement).  Payments on this Note shall be made and applied as provided in the Credit Agreement.  Reference is hereby made to the Credit Agreement for a description of certain rights, limitations of rights, obligations and duties of the parties hereto and for the meanings assigned to terms used and not defined herein and to the Security Documents for a description of the nature and extent of the security thereby provided and the rights of the parties thereto.

Notwithstanding the foregoing paragraph and all other provisions of this Note, in no event shall the interest payable hereon, whether before or after maturity, exceed the maximum amount of interest which, under applicable Law, may be contracted for, charged, or received on this Note, and this Note is expressly made subject to the provisions of the Credit Agreement which more fully set out the limitations on how interest accrues hereon.  In the event applicable Law provides for an interest ceiling under Chapter 303 of the Texas Finance Code (the “Texas Finance Code”) as amended, for that day, the ceiling shall be the “weekly ceiling” as defined in the Texas Finance Code and shall be used in this Note for calculating the Highest Lawful Rate and for all other purposes.  The term “applicable law” as used in this Note shall mean the laws of the State of Texas or the laws of the United States, whichever laws allow the greater interest, as such laws now exist or may be changed or amended or come into effect in the future.

If this Note is placed in the hands of an attorney for collection after default, or if all or any part of the indebtedness represented hereby is proved, established or collected in any court or in any bankruptcy, receivership, debtor relief, probate or other court proceedings, Borrower and

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all endorsers, sureties and guarantors of this Note jointly and severally agree to pay reasonable attorneys’ fees and collection costs to the holder hereof in addition to the principal and interest payable hereunder.

Borrower and all endorsers, sureties and guarantors of this Note hereby severally waive demand, presentment, notice of demand and of dishonor and nonpayment of this Note, protest, notice of protest, notice of intention to accelerate the maturity of this Note, declaration or notice of acceleration of the maturity of this Note, diligence in collecting, the bringing of any suit against any party and any notice of or defense on account of any extensions, renewals, partial payments or changes in any manner of or in this Note or in any of its terms, provisions and covenants, or any releases or substitutions of any security, or any delay, indulgence or other act of any trustee or any holder hereof, whether before or after maturity.

This Note and the rights and duties of the parties hereto shall be governed by the Laws of the State of Texas (without regard to principles of conflicts of law), except to the extent the same are governed by applicable federal Law.

This indebtedness evidenced by this Note is given in partial renewal, extension and restatement of (but not in extinguishment or novation of) the Prior Indebtedness, as defined and described in the Credit Agreement.

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EXHIBIT 2.2(b)

BORROWING NOTICE

Reference is made to that certain Amended and Restated Credit Agreement dated as of February           , 2007 (as from time to time amended, the “Agreement”), by and among Comfort Systems USA, Inc. (“Borrower”), Wachovia Bank, N.A., as Lead Arranger and Administrative Agent, and certain financial institutions (“Lenders”).  Terms which are defined in the Agreement are used herein with the meanings given them in the Agreement.  Borrower hereby requests a Borrowing of new Revolving Loans to be advanced pursuant to Section 2.2(a) of the Agreement as follows:

To induce Lenders to make such Revolving Loans, Borrower hereby represents, warrants, acknowledges, and agrees to and with Agent and each Lender that:

(a)                                  The officer of Borrower signing this instrument is the duly elected, qualified and acting officer of Borrower as indicated below such officer’s signature hereto having all necessary authority to act for Borrower in making the request herein contained.

(b)                                 The representations and warranties of Borrower set forth in the Agreement and the other Loan Documents are true and correct in all material respects (without duplication of materiality qualifiers contained therein) on and as of the date hereof (except to the extent that the facts on which such representations and warranties are based have been changed by the extension of credit under the Agreement), with the same effect as though such representations and warranties had been made on and as of the date hereof, except for any such representation or warranty that expressly applies to a specified earlier date, in which case such representation or warranty shall have been true in all material respects on and as of such earlier date.

(c)                                  There does not exist on the date hereof any condition or event which constitutes a Default which has not been waived in writing as provided in Section 10.1(a) of the Agreement; nor will any such Default exist upon Borrower’s receipt and application of the Loans requested hereby.  Borrower will use the Loans hereby requested in compliance with Section 2.4 of the Agreement.

(d)                                 Except to the extent waived in writing as provided in Section 10.1(a) of the Agreement, each Restricted Person has performed and complied with all agreements and conditions in the Agreement required to be performed or complied with by such Restricted

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Person on or prior to the date hereof, and each of the conditions precedent to Advances contained in the Agreement remains satisfied.

(e)                                  Intentionally Left Blank.

(f)                                    The Loan Documents have not been modified, amended or supplemented by any unwritten representations or promises, by any course of dealing, or by any other means not provided for in Section 10.1(a) of the Agreement.  The Agreement and the other Loan Documents are hereby ratified, approved, and confirmed in all respects.

The officer of Borrower signing this instrument hereby certifies that, to the best of his knowledge after due inquiry, the above representations, warranties, acknowledgments, and agreements of Borrower are true, correct and complete.

IN WITNESS WHEREOF, this instrument is executed as of                         , 20    .

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EXHIBIT 2.3(c)

CONTINUATION/CONVERSION NOTICE

Reference is made to that certain Amended and Restated Credit Agreement dated as of February           , 2007 (as from time to time amended, the “Agreement”), by and among Comfort Systems USA, Inc. (“Borrower”), Wachovia Bank, N.A., as Lead Arranger and Administrative Agent, and the lenders referred to therein (“Lenders”).  Terms which are defined in the Agreement are used herein with the meanings given them in the Agreement.

Borrower hereby requests a Conversion or Continuation of existing Loans into a new Borrowing pursuant to Section 2.3 of the Agreement as follows:

Existing Borrowing(s) to be continued or converted:

$                         of Eurodollar Loans with Interest Period ending                                  

$                         of Base Rate Loans

If being combined with new Loans, $                         of new Loans to be advanced on                                               

Aggregate amount of Borrowing:                $                        

Type of Loans in new Borrowing:                                      

Date of Continuation or Conversion:                        

Length of Interest Period for Eurodollar Loans (1, 2, 3, or 6 months):                                                     months

IN WITNESS WHEREOF this instrument is executed as of                              .

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EXHIBIT 2.8

INTENTIONALLY LEFT BLANK

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EXHIBIT 6.2(b)

CERTIFICATE ACCOMPANYING
FINANCIAL STATEMENTS

Reference is made to that certain Amended and Restated Credit Agreement dated as of February           , 2007 (as from time to time amended, the “Agreement”), by and among Comfort Systems USA, Inc. (“Borrower”),  Wachovia Bank, N.A., as Lead Arranger and Administrative Agent, and certain financial institutions (“Lenders”), which Agreement is in full force and effect on the date hereof.  Terms which are defined in the Agreement are used herein with the meanings given them in the Agreement.

This Certificate is furnished pursuant to Section 6.2(b) of the Agreement.  Together herewith Borrower is furnishing to Agent and each Lender s the [audited/unaudited] financial statements of Borrower (the “Financial Statements”) as at                          (the “Reporting Date”).  Borrower hereby represents, warrants, and acknowledges to Agent and each Lender that:

(a)                                  the officer of Borrower signing this instrument is the duly elected, qualified and acting                          of Borrower and as such is Borrower’s chief financial officer;

(b)                                 the Financial Statements are fair and complete in all material respects and satisfy the requirements of the Agreement;

(c)                                  attached hereto is a schedule of calculations showing Borrower’s compliance as of the Reporting Date with the requirements of Section 7.11 of the Agreement *[and Borrower’s non-compliance as of such date with the requirements of Section                          of the Agreement];

(d)                                 on the Reporting Date Borrower was, and on the date hereof Borrower is, in full compliance with the disclosure requirements of Section 6.2 of the Agreement, and no Default otherwise existed on the Reporting Date or otherwise exists on the date of this instrument *[except for Default(s) under Section(s)                          of the Agreement, which *[is/are] more fully described on a schedule attached hereto].

The officer of Borrower signing this instrument hereby certifies that he has reviewed the Loan Documents and the Financial Statements and has otherwise undertaken such inquiry as is in his opinion necessary to enable him to express an informed opinion with respect to the above.

IN WITNESS WHEREOF, this instrument is executed as of                         , 20        .

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EXHIBIT 10.5

ASSIGNMENT AND ACCEPTANCE

Reference is made to the Amended and Restated Credit Agreement dated as of February           , 2007 (the “Credit Agreement”) among Comfort Systems USA, Inc., a Delaware corporation (the “Borrower”), the Lenders (as defined in the Credit Agreement) and Wachovia Bank, N.A., as Lead Arranger and Administrative Agent for the Lenders (the “Agent”).  Terms defined in the Credit Agreement are used herein with the same meaning.

The “Assignor” and the “Assignee” referred to on Schedule 1 agree as follows:

1.                                       The Assignor hereby sells and assigns to the Assignee, without recourse and without representation or warranty except as expressly set forth herein, and the Assignee hereby purchases and assumes from the Assignor, an interest in and to the Assignor’s rights and obligations under the Credit Agreement and the other Loan Documents as of the date hereof equal to the percentage interest specified on Schedule 1 of all outstanding rights and obligations under the Credit Agreement and the other Loan Documents.  After giving effect to such sale and assignment, the Assignee’s Commitment and the amount of the Loans owing to the Assignee will be as set forth on Schedule 1.

2.                                       The Assignor (i) represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim; (ii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Loan Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any other instrument or document furnished pursuant thereto; (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Restricted Person or the performance or observance by any Restricted Person of any of its obligations under the Loan Documents or any other instrument or document furnished pursuant thereto; and (iv) attaches the Note held by the Assignor and requests that Agent exchange such Note for new Notes payable to the order of the Assignee in an amount equal to the Commitment assumed by the Assignee pursuant hereto and to the Assignor in an amount equal to the Commitment retained by the Assignor, if any, as specified on Schedule 1.

3.                                       The Assignee (i) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Section 6.2 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (ii) agrees that it will, independently and without reliance upon Agent, the Assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) confirms that it is an Eligible Assignee; (iv) appoints and authorizes Agent to take such action as Agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; (v) agrees that it will perform in accordance with their terms all of the obligations that by the terms

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of the Credit Agreement are required to be performed by it as a Lender; and (vi) attaches any required U.S. Internal Revenue Service forms.

4.                                       Following the execution of this Assignment and Acceptance, it will be delivered to Agent for acceptance and recording by Agent and (unless an Event of Default shall have occurred and be continuing) acceptance by Borrower.  The effective date for this Assignment and Acceptance (the “Effective Date”) shall be the date of acceptance hereof by Agent and, unless an Event of Default shall have occurred and be continuing, Borrower, unless otherwise specified on Schedule 1.

5.                                       Upon such acceptance and recording by Agent, as of the Effective Date, (i) the Assignee shall be a party to the Credit Agreement and, to the extent provided in this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent provided in this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement.  Upon such acceptance and recording by Agent, from and after the Effective Date, Agent shall make all payments under the Credit Agreement and the Notes in respect of the interest assigned hereby (including, without limitation, all payments of principal, interest and commitment fees with respect thereto) to the Assignee.  The Assignor and Assignee shall make all appropriate adjustments in payments under the Credit Agreement and the Notes for periods prior to the Effective Date directly between themselves.

6.                                       This Assignment and Acceptance shall be governed by, and construed in accordance with, the Laws of the State of Texas.

7.                                       This Assignment and Acceptance may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.  Delivery of an executed counterpart of Schedule 1 to this Assignment and Acceptance by telecopier shall be effective as delivery of a manually executed counterpart of this Assignment and Acceptance.

IN WITNESS WHEREOF, the Assignor and the Assignee have caused Schedule 1 to this Assignment and Acceptance to be executed by their officers thereunto duly authorized as of the date specified thereon.

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SCHEDULE 1
to
ASSIGNMENT AND ACCEPTANCE

*                                         This date should be no earlier than five Business Days after the delivery of this Assignment and Acceptance to Agent.

Accepted [and Approved] **

this        day of                       , 20   

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**                                  Required if the Assignee is an Eligible Transferee solely by reason of subsection (b) of the definition of “Eligible Transferee”.

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SCHEDULE 1.1(A)

EXISTING LIENS

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SCHEDULE 3.1

LENDERS SCHEDULE

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SCHEDULE 4.1

SECURITY DOCUMENTS

1.                                       Amended and Restated Security Agreement by and among Borrower and its subsidiaries and Wachovia Bank, N.A., as Lead Arranger and Administrative Agent.

2.                                       Amended and Restated Pledge Agreement by and among Borrower and its subsidiaries and Wachovia Bank, N.A., as Lead Arranger and Administrative Agent.

3.                                       Assignment of Notes and Liens dated as of February 20, 2007 (the “Assignment of Prior Credit Documents”) among Capital One, N.A., formerly known as Hibernia National Bank, as agent and lender, Bank of Texas, Bank of Scotland, First Bank & Trust and RZB Finance LLC, as lenders, and Wachovia Bank, N.A., as administrative agent and lender, Bank of Texas, N.A., Bank of Scotland and Capital One, N.A., as lenders, and Borrower.

4.                                       Intercreditor Agreement dated as of October 23, 2003 among Federal Insurance Company, an Indiana corporation, Arch Insurance Company, a Missouri corporation, and Bank of Texas, N.A., as amended by the First Amendment to Intercreditor Agreement dated as of March 1, 2005, as amended by the Second Amendment to Intercreditor Agreement dated as of June 30, 2005, as assigned to the Prior Agent pursuant to the Assignment of Notes and Liens dated June 30, 2005 among Bank of Texas, N.A., the Prior Agent and the Borrower, as amended by the Third Amendment to Intercreditor Agreement dated as of September 29, 2006, as amended by the Fourth Amendment to Intercreditor Agreement dated as of February 20, 2007, and as assigned to Wachovia Bank, N.A., as Lead Arranger and Administrative Agent, pursuant to the Assignment of Prior Credit Documents.

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SECTION 5.6 to SCHEDULE 5

Material Adverse Effect

NONE

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SECTION 5.7 to SCHEDULE 5

Material Restrictions

NONE

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SECTION 5.9 to SCHEDULE 5

Litigation

NONE

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SECTION 5.10 to SCHEDULE 5

Labor Disputes and Acts of God

NONE

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SECTION 5.11 to SCHEDULE 5

ERISA Plans and Liabilities

ERISA Plans

Comfort Systems USA, Inc. 401(k)

Comfort Systems USA Section 125 Plan

Comfort Systems USA Health Plan

Comfort Systems USA Basic and Voluntary Life Insurance Plan

Comfort Systems USA Basic and Voluntary Accidental Death and Dismemberment Plan

Comfort Systems USA Long Term Disability Income Benefit Plan

Comfort Systems USA Short Term Disability Income Benefit Plan

Woodcock & Armani Mechanical Contractors Health Plan

ABJ Fire Protection Health Plan

Eastern Heating & Cooling Health Plan

MJ Mechanical Health Plan

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SECTION 5.12 to SCHEDULE 5

Environmental and Other Laws

NONE

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SECTION 5.13 to SCHEDULE 5

Names and Places of Business

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SECTION 5.14 to SCHEDULE 5

Subsidiaries

COMFORT SYSTEMS USA, INC. - SUBSIDIARIES

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COMFORT SYSTEMS USA, INC. - SUBSIDIARIES

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SCHEDULE 7.1

Existing Indebtedness

NONE

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