Unassociated Document


    
      

    


    CONSENT
      SOLICITATION

    CHARYS
      HOLDING COMPANY, INC.

    Solicitation
      of Consents to Consent and Amendment to Indenture

    


    CUSIP
      Nos.

    161420AA2
      and 161420AB0

    


    This
      solicitation of Consents begins on the effective date of the Consent
      Solicitation Statement with respect to the solicitation of Consents to Consent
      and Amendment to Indenture (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.

     

    June
      25,
      2007

    


    To
      Our
      Clients:

     

    Enclosed
      for your consideration is a Consent Solicitation Statement, dated June 25,
      2007
      (as amended or supplemented from time to time, the “Statement”), and the related
      Consent and Letter of Transmittal (as amended or supplemented from time to
      time,
      the “Consent and Letter of Transmittal”) relating to a solicitation by Charys
      Holding Company, Inc. (the “Company”) in connection with Consents to the
      adoption of a proposed amendment to the Indenture and a consent to a refinancing
      of “Existing Secured Indebtedness” as defined in the Indenture as described in
      that certain Consent and Amendment to Indenture attached as Attachment A
      thereto (the “Consent and Amendment”).  The purpose of the
      solicitation of the Consents is to amend the Indenture to enable the Company
      to
      re-allocate the $35,000,000 of “Existing Secured Indebtedness” currently
      available to its Crochet & Borel subsidiary among the Company’s other
      subsidiaries in order to implement the reorganization of its business into
      two
      distinct business operations, disaster/remediation, and telecommunications
      and
      construction activities related thereto.  The ability of the Company
      to allocate existing lines of credit among its subsidiaries is important to
      and
      consistent with the Company’s business plan.  In order to permit the
      requested ability to allocate “Existing Secured Indebtedness” it is necessary to
      amend the definition of “Existing Secured Indebtedness” as described in the
      Consent and Amendment.

     

    In
      addition, the Company has refinanced its Series D preferred stock in exchange
      for Subordinated Unsecured Convertible Notes in an aggregate amount of
      $15,037,278, pursuant to that certain Securities Exchange Agreement dated as
      of
      April 30, 2007, by and among the Company and the investors listed on the
      Schedule of Investors attached thereto, all more fully described in a Form
      8-K
      filed by the Company with the Securities and Exchange Commission on May 24,
      2007
      (the “Series D Transaction”).  The Series D preferred stock provided
      for certain payments and other obligations by the Company.  The
      Company felt it was in its best interests to incorporate all of these
      obligations into Subordinated Unsecured Convertible Notes and cancel the Series
      D preferred stock.  The Company desires for the Holders of the Notes
      to consent to the refinancing and exchange.

     

    All
      capitalized terms used herein shall have the same meanings ascribed to those
      terms as defined in the Indenture and the Series D Transaction, unless the
      context requires otherwise.

     

    The
      Consent and Amendment will be effected by its delivery on or promptly following
      the Consent Date.  The Consent and Amendment require the Consent of
      Holders of a majority in aggregate principal amount of the Notes then
      outstanding (currently $201,250,000) (the “Requisite Consents”).  If
      the Consent and Amendment become operative, all Holders will be bound thereby
      notwithstanding the fact that they did not consent to the Consent and
      Amendment.  Only Holders of record as of June 25, 2007 are entitled to
      deliver Consents.

     

    We
      are
      the holder of record of the Notes held by us for your account.  A
      delivery of Consents can be made only by us as the holder of record and pursuant
      to your instructions.  The Consent and Letter of Transmittal is
      furnished to you for your information only and cannot be used by you to deliver
      the related Consents.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    Please
      instruct us if you wish to have us deliver the Consents on your behalf, pursuant
      to the terms and subject to the conditions set forth in the
      Statement.

     

    Your
      attention is directed to the following:

     

    1.            The
      Solicitation of Consent will expire at 5:00 p.m., New York City time, on July
      10, 2007 unless the Consent Date is extended.  Your instructions to us
      should be forwarded to us in ample time to permit us to submit a Consent on
      your
      behalf.

     

    2.            In
      all cases, delivery of Consents will be accepted only after all terms described
      in the Statement have been satisfied or waived, and after timely receipt by
      the
      Depositary of (i) the Consent and Letter of Transmittal (or a manually signed
      facsimile thereof), properly completed and duly executed, with any required
      signature guarantees and (ii) any other required documents.

     

    The
      solicitation of Consents is being made solely pursuant to the Statement and
      the
      Consent and Letter of Transmittal to all Holders.  The solicitation of
      Consents is not being made under any circumstances in which the solicitation
      of
      Consents would be unlawful.

     

    If
      you
      wish to have us to deliver the Consents, please instruct us by completing,
      executing and returning one or both of the instruction forms contained in this
      letter.  Your instructions should be forwarded to us in ample time to
      permit us to deliver any Consents prior to the Consent Date.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    INSTRUCTION
      FORM WITH RESPECT TO THE

    


    CONSENT
      SOLICITATION

    CHARYS
      HOLDING COMPANY, INC.

    Solicitation
      of Consents to Consent and Amendment to Indenture

    


    CUSIP
      Nos.

    161420AA2
      and 161420AB0

    


    This
      solicitation of Consents begins on the effective date of the Consent
      Solicitation Statement with respect to the solicitation of Consents to Consent
      and Amendment to Indenture (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.

     

    The
      undersigned acknowledge(s) receipt of your letter enclosing the Consent
      Solicitation Statement, dated June 25, 2007 (as amended or supplemented from
      time to time, the “Statement”), and the related Consent and Letter of
      Transmittal (as amended or supplemented from time to time, the “Consent and
      Letter of Transmittal”) relating to a solicitation by Charys Holding Company,
      Inc. (the “Company”) in connection with Consents to the adoption of a proposed
      amendment to the Indenture and a consent to a refinancing of “Existing Secured
      Indebtedness” as defined in the Indenture as described in that certain Consent
      and Amendment to Indenture attached as Attachment A thereto (the “Consent
      and Amendment”).  The purpose of the solicitation of the Consents is
      to amend the Indenture to enable the Company to re-allocate the $35,000,000
      of
“Existing Secured Indebtedness” currently available to its Crochet & Borel
      subsidiary among the Company’s other subsidiaries in order to implement the
      reorganization of its business into two distinct business operations,
      disaster/remediation, and telecommunications and construction activities related
      thereto.  The ability of the Company to allocate existing lines of
      credit among its subsidiaries is important to and consistent with the Company’s
      business plan.  In order to permit the requested ability to allocate
“Existing Secured Indebtedness” it is necessary to amend the definition of
“Existing Secured Indebtedness” as described in the Consent and
      Amendment.

     

    In
      addition, the Company has refinanced its Series D preferred stock in exchange
      for Subordinated Unsecured Convertible Notes in an aggregate amount of
      $15,037,278, pursuant to that certain Securities Exchange Agreement dated as
      of
      April 30, 2007, by and among the Company and the investors listed on the
      Schedule of Investors attached thereto, all more fully described in a Form
      8-K
      filed by the Company with the Securities and Exchange Commission on May 24,
      2007
      (the “Series D Transaction”).  The Series D preferred stock provided
      for certain payments and other obligations by the Company.  The
      Company felt it was in its best interests to incorporate all of these
      obligations into Subordinated Unsecured Convertible Notes and cancel the Series
      D preferred stock.  The Company desires for the Holders of the Notes
      to consent to the refinancing and exchange.

     

    All
      capitalized terms used herein shall have the same meanings ascribed to those
      terms as defined in the Indenture and the Series D Transaction, unless the
      context requires otherwise.

     

    The
      Consent and Amendment will be effected by its delivery on or promptly following
      the Consent Date.  The Consent and Amendment require the Consent of
      Holders of a majority in aggregate principal amount of the Notes then
      outstanding (currently $201,250,000) (the “Requisite Consents”).  If
      the Consent and Amendment become operative, all Holders will be bound thereby
      notwithstanding the fact that they did not consent to the Consent and
      Amendment.

     

    The
      undersigned is consenting to the execution of the Consent and Amendment to
      Indenture.  The undersigned understands that the effect of the Consent
      and Amendment to Indenture.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    CONSENT
      ELECTION

    


    You
      are
      instructed to deliver the Consent and Amendment to Indenture with respect to
      the
      principal amount of Notes indicated below (or, if no number is indicated below,
      the entire aggregate principal amount of Notes) which are held by you for the
      account of the undersigned, upon the terms and subject to the conditions set
      forth in the Statement and the Consent and Letter of Transmittal.

     

    


    
      	
              Aggregate
                Principal Amount Notes: $

            	 	 


    

    


    


    
      	
              Dated:

            	 	
              ,

            	 	 


    

    


    


    SIGN
      HERE

    


    


    
      	
              Signature(s):

            	 


    

    


    


    
      	
              Please
                print name(s):

            	 


    

    


    


    
      	
              Address:

            	 


    

    


    


    
      	
              Area
                Code and Telephone Number:

            	 


    

    


    


    
      	
              Taxpayer
                Identification or Social Security Number:

            	 


    

     

     

    4