Unassociated Document


    
      

    


    CONSENT
      AND LETTER OF TRANSMITTAL

    CHARYS
      HOLDING COMPANY, INC.

    Solicitation
      of Consents to Consent and Amendment to Indenture

    


    CUSIP
      Nos.

    161420AA2
      and 161420AB0

    


    Pursuant
      to the Solicitation of Consents to Consent and Amendment to Indenture
      Solicitation Statement dated June 25, 2007

     

    The
      Depositary for the Consents is:

    The
      Bank of New York Trust Company, N.A.

    Corporate
      Trust Operations

    Reorganization
      Unit

    101
      Barclay Street - 7E

    New
      York,
      New York 10286

    Attention:  Randolph
      Holder

     

    By
      Facsimile Transmission:

    (For
      Eligible Institutions only)

    (212)
      298-1915

    Confirm
      Facsimile Transmission

    by
      Telephone:

    (212)
      815-5098

     

     

    


    
      	
              This
                Solicitation of Consents begins on the effective date of the Consent
                Solicitation Statement dated June 25, 2007 (the “Statement”) and will
                terminate, if not sooner terminated, at 5:00 p.m., New York City
                time, on
                July 10, 2007, unless extended, with or without notice, until 5:00
                p.m.,
                New York City time, on July 24, 2007, unless on or prior to either
                of such
                dates (the “Consent Date”) Consents have been received representing a
                majority in aggregate principal amount of the Notes then outstanding
                (currently $201,250,000) (the “Requisite Consents”).  However,
                at any time before the Consent Date, the Company may terminate the
                solicitation of Consents.  Only Holders of record as of June 25,
                2007 are entitled to deliver
                Consents.

            


    

     

    Delivery
      of this Consent and Letter of Transmittal (this “Consent and Letter of
      Transmittal”) to an address other than as set forth above, or transmission of
      instructions via a fax number other than as listed above, will not constitute
      a
      valid delivery.

     

    Capitalized
      terms used and not otherwise defined herein have the meanings given to them
      in
      the Statement (as the same may be amended or supplemented from time to time
      and
      together with this Consent and Letter of Transmittal, the “Consent
      Documents”).

     

    This
      Consent and Letter of Transmittal is to be completed by a Holder desiring to
      deliver Consents.

     

    IN
      ORDER TO BE EFFECTIVE, HOLDERS MUST DELIVER, AND NOT REVOKE, THEIR CONSENTS
      PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE CONSENT
      DATE.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      	
              DELIVERY
                OF CONSENTS PURSUANT TO THIS CONSENT AND LETTER OF TRANSMITTAL PRIOR
                TO
                THE CONSENT DATE WILL BE CONSIDERED DELIVERY OF THE CONSENT OF THE
                HOLDER
                TO THE PROPOSED CONSENT AND AMENDMENT.  DELIVERED CONSENTS MAY
                BE
                REVOKED AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE
                CONSENT
                DATE.

            


    

     

    List
      below the Notes to which this Consent and Letter of Transmittal relates. The
      Notes have been assigned a unique CUSIP number.  Please confirm you
      have entered the information regarding your Notes in the appropriate table
      by
      comparing the CUSIP number printed on the certificates representing your Notes
      to the CUSIP number appearing on the top of the table.  If the space
      provided is inadequate, list the certificate numbers and principal amounts
      on a
      separately executed schedule and affix the schedule to this Consent and Letter
      of Transmittal.  No alternative, conditional or contingent deliveries
      will be accepted.

     

    
      	
              Name(s)
                and Address(es) of Registered Holder(s) or

              Name
                of DTC Participant and Participant’s DTC

              Account
                Number in which Notes are Held

              (Please
                fill in, if blank)

            	
              Certificate

              Number(s)

            	
              Aggregate
                Principal Amount Represented

            
	 	 	 
	 	 	 
	 	 	 
	 	 	 


    

     

    If
      not
      already printed above, the name(s) and address(es) of the registered Holder(s)
      should be printed exactly as they appear on the certificate(s) representing
      Notes with respect to the Consents delivered or, if delivered by a participant
      in DTC, exactly as such participant’s name appears on a security position
      listing as the owner of the Notes.

     

    The
      Solicitation of Consents is not being made to, and no delivery of Consents
      will
      be accepted from or on behalf of, Holders in any jurisdiction in which the
      making or the acceptance of such solicitation of Consents would not be in
      compliance with the laws of such jurisdiction.

    


     

    Intentionally
      Left Blank.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    NOTE:
      SIGNATURES MUST BE PROVIDED BELOW.

     

    PLEASE
      READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

     

    Ladies
      and Gentlemen:

     

    The
      undersigned hereby delivers to the Company, pursuant to the Solicitation of
      Consents, upon the terms and subject to the conditions set forth in the Consent
      Documents, receipt of which hereby is acknowledged, consents to the proposed
      Consent and Amendment pursuant to the solicitation of Consents, as set forth
      in
      the Consent Documents.  The undersigned represents and warrants that
      the undersigned has read the Consent Documents and agrees to all of the terms
      and conditions herein and therein.

     

    Subject
      to the conditions of the Consent Documents, the undersigned hereby irrevocably
      constitutes and appoints the Depositary the true and lawful agent and
      attorney-in-fact of the undersigned (with full knowledge that the Depositary
      also acts as the agent of the Company) with respect to the Consents, with full
      powers of substitution and revocation (such power of attorney being deemed
      to be
      an irrevocable power coupled with an interest), to deliver to the Company this
      Consent and Letter of Transmittal as evidence of the consent of the undersigned
      to the Consent and Amendment and as certification that the Requisite Consents
      to
      the Consent and Amendment duly executed by Holders have been received, if this
      Consent and Letter of Transmittal is received by the Depositary prior to 5:00
      p.m., New York City time, on the Consent Date all in accordance with the terms
      and conditions of the Solicitation of Consents as described in the
      Statement.

     

    The
      undersigned acknowledges and agrees that a delivery of Consents pursuant to
      the
      Solicitation of Consents and in accordance with any of the procedures described
      in the Statement and in the instructions hereto and an acceptance of such
      Consents by the Company constitutes a binding agreement between the undersigned
      and the Company upon the terms and subject to the conditions of the
      Statement.

     

    The
      undersigned agrees and acknowledges that, by the execution and delivery hereof,
      the undersigned is consenting to the Consent and Amendment as permitted by
      the
      Indenture effecting such Consent and Amendment.

     

    The
      undersigned understands that the Consent provided hereby shall remain in full
      force and effect unless and until such Consent is validly revoked in accordance
      with the procedure set forth in the Statement, or unless the Solicitation of
      Consents is not completed as described in the Statement.  The
      undersigned further understands that the Consents may be revoked at any time
      prior to 5:00 p.m., New York City time, on the Consent Date.

     

    The
      undersigned hereby represents, warrants, and covenants that:

     

    
      	
              ·

            	
              The
                undersigned has full power and authority to deliver the Consents
                contained
                herein;

            


    

     

    
      	
              ·

            	
              The
                undersigned is a Holder of the Note(s) as of June 25, 2007 (the “Record
                Date”); and

            


    

     

    
      	
              ·

            	
              The
                undersigned will, upon request, execute and deliver any additional
                documents deemed by the Depositary or by the Company to be necessary
                or
                desirable to complete, perfect or evidence the undersigned’s Consent to
                the Consent and Amendment.

            


    

     

    No
      authority conferred or agreed to be conferred by this Consent and Letter of
      Transmittal shall be affected by, and all such authority shall survive, the
      death or incapacity of the undersigned, and any obligation or Consent of the
      undersigned hereunder shall be binding upon the heirs, executors,
      administrators, trustees in bankruptcy, personal and legal representatives,
      successors and assigns of the undersigned and any subsequent transferees of
      the
      Notes.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    In
      consideration for the Solicitation of Consents, the undersigned hereby
      unconditionally, irrevocably and forever waives, releases, discharges and agrees
      not to sue the Company or its former, current or future directors, officers,
      employees, agents, subsidiaries, affiliates, stockholders, predecessors,
      successors, assigns or other representatives as to any and all claims, demands,
      causes of action and liabilities of any kind and under any theory whatsoever,
      whether known or unknown (excluding any liability arising under United States
      federal securities laws in connection with the Solicitation of Consents), by
      reason of any act, omission, transaction or occurrence, that the undersigned
      ever had, now has or hereafter may have against the Company as a result of
      or in
      any manner related to:

     

    
      	
               

            	
              ·

            	
              The
                undersigned’s delivery of any Consents pursuant to the Solicitation of
                Consents; or

            


    

     

    
      	
               

            	
              ·

            	
              The
                effectiveness or impact of the Consent and
                Amendment.

            


    

     

     

    Intentionally
      Left Blank.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    PLEASE
      COMPLETE AND SIGN BELOW

     

    (This
      page is to be completed and signed by all delivering Holders)

     

    By
      completing, executing and delivering this Consent and Letter of Transmittal,
      the
      undersigned hereby delivers the Consents as described in the
      Statement.

     

    
      
        	
                Signature(s):

              	 


      

      


      
        
          

        

      

      (Must
        be
        signed by the registered Holder(s) exactly as the name(s) appear(s) on
        certificate(s) representing the Notes with respect to which a Consent is
        solicited, if the Consents are delivered by a participant in DTC, exactly
        as
        such participant’s name appears on a security position listing as the owner of
        such Consents.  If signature is by trustees, executors,
        administrators, guardians, attorneys-in-fact, officers of corporations or
        others
        acting in a fiduciary or representative capacity, please set forth the full
        title.)

       

      
        	
                Dated:

              	 
	 	 
	
                Name(s):

              	 
	 	
                (Please
                  Print)

              
	 	 
	
                Capacity:

              	 
	 	 
	
                Address:

              	 


      

      


      
        	 
	
                (Including
                  Zip Code)

              


      

       

      
        	
                Area
                  Code and Telephone Number:

              	 


      

       

      
        	
                Tax
                  Identification or Social Security Number:

              	 


      

      


       

      ______________________

       

      Medallion
        Signature Guarantee

       

      
        	
                Authorized
                  Signature of Guarantor:

              	 


      

       

      
        	
                Name
                  of Firm:

              	 


      

       

      
        	
                Address:

              	 


      

       

      
        	
                Area
                  Code and Telephone Number:

              	 


      

       

      [Place
        Seal Here]

      

        
          
            
            

          

          
            5

            
              

            

          

          
            
            

          

        

      

       

    

    INSTRUCTIONS

     

    Forming
      Part of the Terms and Conditions of the Solicitation of
      Consents

     

    1.           Signatures
      on Consent and Letter of Transmittal.  If this Consent and Letter
      of Transmittal is signed by the Holder(s) of the Notes, the signatures must
      correspond with the name(s) as written on the face of the certificate(s) without
      alteration, enlargement or any change whatsoever.  If this Consent and
      Letter of Transmittal is signed by a participant in DTC whose name is shown
      on a
      security position listing as the owner of the Notes, the signature must
      correspond with the name shown on the security position listing as the owner
      of
      such Consents.  Only Holders of record as of June 25, 2007 are
      entitled to deliver Consents.

     

    If
      any of
      the Notes are registered in the name of two or more Holders, all such Holders
      must sign this Consent and Letter of Transmittal.  If any of the Notes
      are registered in different names on several certificates, it will be necessary
      to complete, sign and submit as many separate Consents and Letters of
      Transmittal as there are different registrations of certificates.

     

    If
      this
      Consent and Letter of Transmittal is signed by a trustee, executor,
      administrator, guardian, attorney-in-fact, agent, officer of a corporation
      or
      other person acting in a fiduciary or representative capacity, such person
      should so indicate when signing, and proper evidence satisfactory to the Company
      of such person’s authority to so act must be submitted.

     

    When
      this
      Consent and Letter of Transmittal is signed by the registered Holder(s) of
      the
      Notes, no separate instruments of consents are required.  If
      the Consents delivered hereby relate to Notes which are registered in the name
      of a person other than the signer of this Consent and Letter of Transmittal,
      such Consents must be accompanied by a properly completed power of attorney
      from
      the Holder, with signatures on the power of attorney guaranteed by an Eligible
      Institution as described below.

     

    2.           Signature
      Guarantees.  Signatures on this Consent and Letter of Transmittal
      must be guaranteed by a member or participant in a recognized Medallion
      Signature Guarantee Program approved by The Securities Transfer Association
      Inc., including the Securities Transfer Agents Medallion Program, the New York
      Stock Exchange Medallion Signature Program or the Stock Exchange Medallion
      Program, or any other “eligible guarantor institution” as such term is defined
      in Rule 17Ad-15 under the Exchange Act (each an “Eligible Institution”), unless
      the Consents delivered by this document are delivered (i) by the Holder(s)
      of
      the Notes (or by a participant in DTC whose name appears on a security position
      listing as the owner of such Consents) or (ii) for the account of an Eligible
      Institution.  If the Consents delivered relate to Notes registered in
      the name of a person other than the signer of this Consent and Letter of
      Transmittal or if Consents not delivered are to be returned to a person other
      than the Holder, then the signature on this Consent and Letter of Transmittal
      accompanying the Consent must be guaranteed by an Eligible Institution as
      described above.  A beneficial owner who’s Notes are registered in the
      name of a custodian bank, depositary, broker, trust company or other nominee
      must contact such bank, depositary, broker, trust company or other nominee
      if
      they desire to deliver Consents with respect to Notes so
      registered.

     

    3.           Requests
      for Assistance or Additional Copies.  Holders of Notes who wish
      to obtain additional copies of the Statement or this Consent and Letter of
      Transmittal or have questions about the Solicitation of Consents or procedures
      for accepting the Solicitation of Consents or delivering Consents should call
      either of the Depository or the Information Agent at its telephone numbers
      set
      forth in this Consent and Letter of Transmittal.  The Information
      Agent is Michael Oyster, a vice president and director of the
      Company.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    In
      order
      to deliver a Consent, a Holder should send or deliver a properly completed
      and
      signed Consent and Letter of Transmittal, and any other required documents
      to
      the Depositary at its addresses set forth below.

     

    The
      Depositary for the Solicitation of Consents is:

    The
      Bank of New York Trust Company, N.A.

    Corporate
      Trust Operations

    Reorganization
      Unit

    101
      Barclay Street - 7E

    New
      York, New York 10286

    Attention:  Randolph
      Holder

     

    By
      Facsimile Transmission:

    (For
      Eligible Institutions only)

    (212)
      298-1915

    Confirm
      Facsimile Transmission

    by
      Telephone:

    (212)
      815-5098

     

    Additional
      copies of the Statement or this Consent and Letter of Transmittal may be
      obtained from the Information Agent at its address and telephone numbers set
      forth below.  Beneficial owners may also contact their broker, dealer,
      commercial bank, trust company or other nominee for assistance concerning the
      Statement.

     

    


    The
      Information Agent for the Solicitation of Consents
      is:

    Michael
      Oyster

    1117
      Perimeter Center West

    Suite
      N415

    Atlanta,
      Georgia 30338

    (678)
      443-2300