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
      Brokers, Dealers, Commercial Banks,

    Trust
      Companies and Other Nominees:

     

    Charys
      Holding Company, Inc. (the “Company”) is soliciting 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.

     

    Enclosed
      herewith for your information and forwarding to your clients for whose accounts
      you hold Notes registered in your name or in the name of your nominee are copies
      of the following documents:

     

    1.            The
      Statement.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    2.            The
      Consent and Letter of Transmittal to deliver Consents.

     

    3.            A
      form of a letter that may be sent to your clients for whose accounts you hold
      Notes registered in your name or in the name of your nominee, with space
      provided for obtaining your clients’ instructions with regard to the
      solicitation of Consents and delivering any related Consents.

     

    Your
      prompt action is requested.  We urge you to contact your clients as
      promptly as possible.  Please note that the solicitation of Consents
      will expire at 5:00 p.m., New York City time, on July 10, 2007 unless the same
      is extended.  Only Holders of record as of June 25, 2007 are entitled
      to deliver Consents.

     

    In
      order
      to validly deliver Consents pursuant to the solicitation of Consents, a duly
      executed and properly completed Consent and Letter of Transmittal (or an
      original executed facsimile thereof) together with any required signature
      guarantees must be received by The Bank of New York Trust Company, N.A. (the
      “Depositary” for the solicitation of Consents) prior to 5:00 p.m., New York City
      time, on the Consent Date.

     

    The
      Company will not pay any fees or commissions to any broker or dealer or any
      other person for delivery of Consents pursuant to the solicitation of Consents,
      other than as described in the Statement.  The Company will, however,
      upon request, reimburse you for customary mailing and handling expenses incurred
      by you in forwarding any of the enclosed materials to your clients.

     

    Any
      inquiries you may have with respect to the solicitation of Consents should
      be
      addressed to the Information Agent at the address and telephone number set
      forth
      in the Statement.  Additional copies of the enclosed materials may be
      obtained without charge upon request from the Information Agent.

     

    Thank
      you
      for your assistance in this matter.

     

    
      	 	
              Very
                truly yours,

            
	 	 
	 	 
	 	
              CHARYS
                HOLDING COMPANY, INC.

            


    

    


    


    NOTHING
      CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER
      PERSON AS BEING THE AGENT OF THE COMPANY OR THE DEPOSITARY, OR ANY AFFILIATE
      OF
      ANY OF THEM, OR AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY STATEMENT OR
      USE
      ANY DOCUMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFERS AND THE
      SOLICITATION OF CONSENTS OTHER THAN THE ENCLOSED DOCUMENTS AND THE STATEMENTS
      THEREIN.

     

     

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