EXHIBIT 4.1(d)


Second Amended and Restated Guaranty
Agreement


          This Second
Amended and Restated Guaranty Agreement (the “Guaranty”) is
dated as of February 4, 2010, by the parties executing this Guaranty under the heading
“Guarantors” (such parties, along with any other parties who execute and
deliver to the Agent hereinafter identified and defined an agreement in the
form attached hereto as Exhibit A, being hereinafter referred to
collectively as the “Guarantors” and individually as a “Guarantor”)
in favor of the Guaranteed Creditors referred to below.


W i t n e s s e t h:


          WHEREAS,
EMCOR Group, Inc., a Delaware corporation (the “Company”) and certain of
its subsidiaries, as Guarantors, heretofore executed and delivered to the Agent
that certain Guaranty Agreement dated as of October 14, 2005 (such
Guaranty Agreement, as the same has been amended and supplemented, being
hereinafter referred to as the “Prior Guaranty Agreement”) pursuant to
which such Guarantors guaranteed the payment and performance of all
indebtedness, obligations and liabilities of the Borrowers (as hereinafter
defined) under that certain Amended and Restated Credit Agreement dated as of
October 14, 2005, as amended, by and among the Borrowers, Harris
N.A., (“Harris”),
individually and as agent and the lenders party thereto (the “Prior
Credit Agreement”) and all Hedging Liability (as hereinafter
defined) of the Borrowers; and


          WHEREAS,
EMCOR Group, Inc., a Delaware corporation (the “Company”), EMCOR Group (UK)
plc, a United Kingdom public limited company (“EMCOR UK”), Comstock
Canada, Ltd., a Canadian corporation (“Comstock”), (the Company, EMCOR UK, and
Comstock being hereinafter referred to collectively as the “Borrowers”) and Bank of
Montreal, a Canadian charted bank acting through its Chicago Branch (“BMO”),
individually and as successor agent to Harris, have entered into a Second
Amended and Restated Credit Agreement dated as of February 2, 2010 (such
Credit Agreement, as the same may be amended, modified or restated from time to
time, being hereinafter referred to as the “Credit Agreement”), pursuant to which BMO
and the other lenders from time to time party to the Credit Agreement (BMO, in
its individual capacity, and such other lenders which are now or which from
time to time hereafter become party to the Credit Agreement being hereinafter
referred to collectively as the “Lenders” and individually as a “Lender”)
have agreed, subject to certain terms and conditions, to extend credit and make
certain other financial accommodations available to the Borrowers;


          WHEREAS,
as a condition precedent to extending credit or otherwise making
financial accommodations available to the Borrowers under the Credit Agreement,
the Lenders have required, among other things, that the Guarantors guarantee
the payment and performance of each Borrower’s obligations and liabilities
arising under or otherwise relating to the Credit Agreement and other Loan
Documents together with any Hedging Liability (as hereinafter defined) and, in
that regard, that the Guarantors execute and deliver this Guaranty in favor of
the Agent and the Lenders (the Agent and the Lenders together with any
affiliates of the Lenders to whom any Hedging Liability (each as defined below)
is owed being hereinafter referred to collectively as the “Guaranteed Creditors” and
individually as a “Guaranteed Creditor”);


Ex.4.1(d)-Guaranty

1921592





          WHEREAS,
the Borrowers and the other Guarantors may from time to time
enter into one or more agreements with respect to interest rate exchange, swap,
cap, collar, floor or other similar agreements and one or more foreign currency
contracts, currency swap contracts or other similar agreements with one or more
of the Lenders, or their affiliates, for the purpose of hedging or otherwise
protecting against interest rate and foreign currency exposure (the liability
of the Borrowers and the other Guarantors in respect of such interest rate and
foreign currency hedging agreements being hereinafter referred to as “Hedging
Liability”);


          WHEREAS,
the Company owns, directly or indirectly, all or substantially all of the
equity interests in each Guarantor (other than the Company), and the Borrowers
provide each Guarantor with financial, management, administrative, and
technical support which enables such Guarantor to conduct its business in an
orderly and efficient manner in the ordinary course; 


          WHEREAS,
each Guarantor will benefit, directly and indirectly, from credit and other
financial accommodations extended by the Lenders to the Borrowers.


          WHEREAS,
under the terms of the Prior Guaranty Agreement, the Guarantors guaranty the
same indebtedness, obligations and liabilities of the Borrowers as are intended
to be guaranteed hereby; and


          NOW,
THEREFORE, FOR VALUE RECEIVED, and in consideration of advances made or
to be made, or credit accommodations given or to be given, to the Borrowers by
the Lenders from time to time, each Guarantor hereby makes the following
representations and warranties to the Guaranteed Creditors, and hereby
covenants and agrees with the Guaranteed Creditors, as follows:


          1.     All
capitalized terms used herein without definition shall have the same meanings
herein as such terms have in the Credit Agreement. 


          2.     Each
Guarantor hereby jointly and severally guarantees to the Guaranteed Creditors,
the due and punctual payment of (i) any and all indebtedness, obligations and
liabilities of each Borrower owing to the Guaranteed Creditors, or any of them
individually, evidenced by or otherwise arising out of or relating to the
Credit Agreement, any promissory note of the Borrowers, or any of them
individually, issued from time to time under the Credit Agreement, any
obligations of the Borrowers, or any of them individually, to reimburse any
Guaranteed Creditor with respect to any letter of credit or banker’s acceptance
issued to or for the account of the Borrowers, or any of them individually,
thereunder, all obligations of the Borrowers, and of any of them individually,
to the Guaranteed Creditors, and to any of them individually, with respect to
Hedging Liability, and any liability of the Borrowers, or any of them
individually, arising out of any guaranty issued by them relating to the
foregoing or any part thereof, as well as for any and all other indebtedness,
obligations and liabilities of the Borrowers and the Guarantors, or any of them
individually, to the Guaranteed Creditors, or any of them individually,
evidenced by or otherwise arising out of or relating to any other Loan
Document, in each case, whether now existing or hereafter arising (and whether
arising before or after the filing of a petition in bankruptcy), due or to
become due, direct or indirect, absolute or contingent, and howsoever
evidenced, held or acquired, and owing in any currency, and (ii) any 


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and all expenses
and charges, legal or otherwise, suffered or incurred by the Guaranteed
Creditors, or any of them individually, in collecting or enforcing any of such
indebtedness, obligations or liabilities or in realizing on or protecting or
preserving any security therefor (all of the foregoing hereinafter referred to
as the “indebtedness
hereby guaranteed”). In case of failure by a Borrower
punctually to pay any indebtedness hereby guaranteed, each Guarantor hereby
jointly and severally agrees to make such payment or to cause such payment to
be made punctually as and when the same shall become due and payable, whether
at stated maturity, by acceleration or otherwise, and as if such payment were
made by such Borrower.


          3.     Each
Guarantor further jointly and severally agrees to pay all expenses, legal
and/or otherwise (including court costs and reasonable attorneys’ fees), paid
or incurred by any Guaranteed Creditor in endeavoring to collect the
indebtedness hereby guaranteed, or any part thereof, and in protecting,
defending or enforcing this Guaranty in any litigation, bankruptcy or
insolvency proceedings or otherwise.


          4.     Each
Guarantor hereby agrees that this Guaranty is a guaranty of payment and not
collection, and until the indebtedness hereby guaranteed is paid and satisfied
in full and each of the commitments by the Guaranteed Creditors to extend any
indebtedness hereby guaranteed have expired or otherwise have terminated, each
Guarantor agrees that, upon demand, such Guarantor will then pay to the Agent
for the benefit of the Guaranteed Creditors the full amount of the indebtedness
hereby guaranteed whether or not any proceedings or steps are pending seeking
payment of the indebtedness hereby guaranteed from any one or more of the other
Guarantors. 


          5.     Each
Guarantor agrees that such Guarantor will not exercise or enforce any right of
exoneration, contribution, reimbursement, recourse or subrogation available to
such Guarantor against any person liable for payment of the indebtedness hereby
guaranteed, or as to any security therefor, unless and until the full amount
owing to the Guaranteed Creditors of the indebtedness hereby guaranteed has
been fully paid and satisfied and each of the commitments by the Guaranteed
Creditors to extend any indebtedness hereby guaranteed to the Borrowers shall
have expired or otherwise shall have terminated. The payment by any Guarantor
of any amount or amounts to the Guaranteed Creditors pursuant hereto shall not
in any way entitle any such Guarantor, either at law, in equity or otherwise,
to any right, title or interest (whether by way of subrogation or otherwise) in
and to the indebtedness hereby guaranteed or any part thereof or any collateral
security therefor or any other rights or remedies in any way relating thereto
or in and to any amounts theretofore, then or thereafter paid or applicable to
the payment thereof howsoever such payment may be made and from whatsoever source
such payment may be derived unless and until all of the indebtedness hereby
guaranteed and all costs and expenses suffered or incurred by the Guaranteed
Creditors in enforcing this Guaranty have been paid and satisfied in full and
each of the commitments by the Guaranteed Creditors to extend any indebtedness
hereby guaranteed to the Borrowers shall have expired or otherwise shall have
terminated and unless and until such payment in full and termination, any
payments made by any Guarantor hereunder and any other payments from whatsoever
source derived on account of or applicable to the indebtedness hereby
guaranteed or any part thereof shall be held and taken to be merely payments in
gross to the Guaranteed Creditors reducing pro tanto the indebtedness hereby
guaranteed.


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          6.     To
the extent permitted by the Credit Agreement, each Guaranteed Creditor may,
without any notice whatsoever to any of the Guarantors, sell, assign, or
transfer all of the indebtedness hereby guaranteed, or any part thereof, or
grant participations therein, and in that event each and every immediate and
successive assignee, transferee, or holder of all or any part of the
indebtedness hereby guaranteed, shall have the right through the Agent pursuant
to Section 19 hereof to enforce this Guaranty, by suit or otherwise, for
the benefit of such assignee, transferee, or holder as fully as if such
assignee, transferee, or holder were herein by name specifically given such
rights, powers and benefits; but each Guaranteed Creditor through the Agent
pursuant to Section 19 hereof shall have an unimpaired right to enforce this
Guaranty for its own benefit, as to so much of the indebtedness hereby
guaranteed that it has not sold, assigned or transferred.


          7.     This
Guaranty is a continuing, absolute and unconditional Guaranty, and shall remain
in full force and effect until written notice of its discontinuance executed by
the Borrowers and all the Guarantors shall be actually received by the
Guaranteed Creditors, and also until any and all of the indebtedness hereby
guaranteed which was created or existing before receipt of such notice shall be
fully paid and satisfied and each of the commitments by the Guaranteed
Creditors to extend any indebtedness hereby guaranteed to the Borrowers shall
have expired or otherwise shall have terminated. The dissolution of any
Guarantor shall not terminate this Guaranty as to such Guarantor until notice
of such dissolution shall have been actually received by the Guaranteed
Creditors, nor until all of the indebtedness hereby guaranteed, created or
existing or committed to be extended in each case before receipt of such notice
shall be fully paid and satisfied. The Guaranteed Creditors may at any time or
from time to time release any Guarantor from its obligations hereunder or
effect any compromise with any Guarantor and no such release or compromise
shall in any manner impair or otherwise affect the obligations hereunder of the
other Guarantors. The Guaranteed Creditors shall release a Guarantor from its
obligations hereunder upon a sale of all the outstanding capital stock owned by
the Company and any Subsidiary as permitted by Sections 7.14 or 7.15 of
the Credit Agreement. No release, compromise, or discharge of any one or more
of the Guarantors shall release, compromise or discharge the obligations of the
other Guarantors hereunder.


          8.     In
case of the dissolution, liquidation (except as permitted by the Credit
Agreement) or insolvency (howsoever evidenced) of, or the institution of
bankruptcy or receivership proceedings against, any Borrower or any Restricted
Material Subsidiary, all of the indebtedness hereby guaranteed which is then
existing shall, at the option of the Lenders (as determined in accordance with
the terms of the Credit Agreement), immediately become due or accrued and
payable from the Material Restricted Subsidiary. All payments received from any
Borrower or on account of the indebtedness hereby guaranteed from whatsoever
source, shall be taken and applied as payment in gross, and this Guaranty shall
apply to and secure any ultimate balance that shall remain owing to the
Guaranteed Creditors.


          9.     The
liability hereunder shall in no way be affected or impaired by (and the
Guaranteed Creditors are hereby expressly authorized to make from time to time,
without notice to any of the Guarantors) any sale, pledge, surrender,
compromise, settlement, release, renewal, extension, indulgence, alteration,
substitution, exchange, change in, modification or other disposition of any of
the indebtedness hereby guaranteed, either express or implied, or of any 


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Loan Document or
any other contract or contracts evidencing any thereof, or of any security or
collateral therefor or any guaranty thereof. The liability hereunder shall in
no way be affected or impaired by any acceptance by the Guaranteed Creditors of
any security for or other guarantors upon any of the indebtedness hereby
guaranteed, or by any failure, neglect or omission on the part of the
Guaranteed Creditors to realize upon or protect any of the indebtedness hereby
guaranteed, or any collateral or security therefor, or to exercise any lien
upon or right of appropriation of any moneys, credits or property of any
Borrower, possessed by the Guaranteed Creditors, toward the liquidation of the
indebtedness hereby guaranteed, or by any application of payments or credits
thereon. The Guaranteed Creditors shall have the exclusive right to determine
how, when and what application of payments and credits, if any, shall be made
on said indebtedness hereby guaranteed, or any part of same. In order to hold
any Guarantor liable hereunder, there shall be no obligation on the part of the
Guaranteed Creditors at any time, to resort for payment to the Borrowers or to
any other Guarantor, or to any other person or entity, their properties or
estate, or resort to any collateral, security, property, liens or other rights
or remedies whatsoever, and the Guaranteed Creditors shall have the right to
enforce this Guaranty against any Guarantor irrespective of whether or not
other proceedings or steps are pending seeking resort to or realization upon or
from any of the foregoing.


          10.     In
the event the Guaranteed Creditors shall at any time in their discretion permit
a substitution of Guarantors hereunder or a party shall wish to become
Guarantor hereunder, such substituted or additional Guarantor shall, upon
executing an agreement in the form attached hereto as Exhibit A, become a
party hereto and be bound by all the terms and conditions hereof to the same
extent as though such Guarantor had originally executed this Guaranty and, in
the case of a substitution, in lieu of the Guarantor being replaced. No such
substitution shall be effective absent the written consent of the Guaranteed
Creditors nor shall it in any manner affect the obligations of the other
Guarantors hereunder.


          11.     All
diligence in collection or protection, and all presentment, demand, protest
and/or notice, as to any and everyone, whether or not the Borrowers or the
Guarantors or others, of dishonor and of default and of non-payment and of the
creation and existence of any and all of said indebtedness hereby guaranteed,
and of any security and collateral therefor, and of the acceptance of this
Guaranty, and of any and all extensions of credit and indulgence hereunder, are
expressly waived.


          12.     No
act of commission or omission of any kind, or at any time, upon the part of the
Guaranteed Creditors in respect to any matter whatsoever, shall in any way
affect or impair this Guaranty.


          13.     The
Guarantors waive any and all defenses, claims and discharges of the Borrowers,
or any other obligor, pertaining to the indebtedness hereby guaranteed, except
the defense of discharge by payment in full. Without limiting the generality of
the foregoing, the Guarantors will not assert, plead or enforce against the
Guaranteed Creditors any defense of waiver, release, discharge in bankruptcy,
statute of limitations, res judicata, statute of frauds, anti-deficiency
statute, fraud, incapacity, minority, usury, illegality or unenforceability
which may be available to the Borrowers or any other person
liable in respect of any of the indebtedness hereby guaranteed, or any set-off
available against the Guaranteed Creditors to the Borrowers or any


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such other
person, whether or not on account of a related transaction. The Guarantors
agree that the Guarantors shall be and remain jointly and severally liable for
any deficiency remaining after foreclosure or other realization on any lien or
security interest securing the indebtedness hereby guaranteed, whether or not
the liability of the Borrowers or any other obligor for such deficiency is
discharged pursuant to statute or judicial decision.


          14.     If
any payment applied by the Guaranteed Creditors to the indebtedness hereby
guaranteed is thereafter set aside, recovered, rescinded or required to be
returned for any reason (including, without limitation, the bankruptcy,
insolvency or reorganization of any Borrower or any other obligor), the
indebtedness hereby guaranteed to which such payment was applied shall for the
purposes of this Guaranty be deemed to have continued in existence,
notwithstanding such application, and this Guaranty shall be enforceable as to
such of the indebtedness hereby guaranteed as fully as if such application had
never been made.


          15.     The
liability of the Guarantors under this Guaranty is in addition to and shall be
cumulative with all other liabilities of the Guarantors after the date hereof
to the Guaranteed Creditors as a Guarantor of the indebtedness hereby
guaranteed, without any limitation as to amount, unless the instrument or
agreement evidencing or creating such other liability specifically provides to
the contrary.


          16.     Any
invalidity or unenforceability of any provision or application of this Guaranty
shall not affect other lawful provisions and applications hereof, and to this
end the provisions of this Guaranty are declared to be severable. Without
limiting the generality of the foregoing, any invalidity or unenforceability
against any Guarantor of any provision or application of the Guaranty shall not
affect the validity or enforceability of the provisions or application of this
Guaranty as against the other Guarantors. 


          17.     Notwithstanding
anything herein to the contrary, the right of recovery against any Guarantor
under this Guaranty shall not exceed $l less than the lowest amount which would
render such Guarantor’s obligations under this Guaranty void or voidable under
applicable law, including fraudulent conveyance law. 


          18.     Any
demand for payment on this Guaranty or any other notice required or desired to
be given hereunder to any Guarantor shall be deemed to have been validly
served, given or delivered to such Guarantor when given to such Guarantor or
when given to the Company in accordance with the Credit Agreement.


          19.     No
Lender shall have the right to institute any suit, action or proceeding in
equity or at law in connection with this Guaranty for the enforcement of any
remedy under or upon this Guaranty; it being understood and intended that no
one or more of the Lenders shall have any right in any manner whatsoever to
enforce any right hereunder, and that all proceedings at law or in equity shall
be instituted, had and maintained by the Agent in the manner herein provided
and for the benefit of the Lenders.


          20.     The
payment by any Guarantor of any amount or amounts due the Guaranteed Creditors
hereunder shall be made in the same currency (the “relevant currency”) and
funds in 


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which the
underlying indebtedness of the relevant Borrower are payable. To the fullest
extent permitted by law, the obligation of each Guarantor in respect of any
amount due in the relevant currency under this Guaranty shall, notwithstanding
any payment in any other currency (whether pursuant to a judgment or
otherwise), be discharged only to the extent of the amount in the relevant currency
that the Guaranteed Creditors may, in accordance with normal banking
procedures, purchase with the sum paid in such other currency (after any
premium and costs of exchange) on the business day immediately following the
day on which the Guaranteed Creditors receive such payment. If the amount in
the relevant currency that may be so purchased for any reason falls short of
the amount originally due, the Guarantors shall pay such additional amounts, in
the relevant currency, as may be necessary to compensate for the shortfall. Any
obligation of the Guarantors not discharged by such payment shall, to the
fullest extent permitted by applicable law, be due as a separate and
independent obligation and, until discharged as provided herein, shall continue
in full force and effect.


          21.     Jury Trial Waiver. Each Guarantor and each Guaranteed Creditor hereby irrevocably
waives any and all right to trial by jury in any legal proceeding arising out
of or relating to this Guaranty or the transactions contemplated hereby.


          22.     Personal Jurisdiction. (a) Exclusive Jurisdiction. Except as provided in Subsection (b), the Guaranteed Creditors and the Guarantors agree that all disputes
among them arising out of, connected with, related to, or incidental to the
relationship established among them in connection with this Guaranty, and
whether arising in contract, tort, equity, or otherwise, shall be resolved only
by state or federal courts located in Cook County, Illinois but each of the
Guaranteed Creditors and the
Guarantors acknowledge that any appeals from those courts may have to be heard
by a court located outside of Cook County, Illinois. Each Guarantor waives in
all disputes any objection that such Guarantor may have to the location of the
court considering the dispute or any objection that such Guarantor may have
that any one or more of the other Guarantors have not been joined in such
proceeding. 


          (b)     OTHER JURISDICTIONS. EACH GUARANTOR AGREES THAT THE GUARANTEED CREDITORS SHALL HAVE THE RIGHT TO PROCEED AGAINST EACH
OF THE GUARANTORS OR THEIR PROPERTY (“PROPERTY”) IN A COURT IN ANY LOCATION TO
ENABLE THE GUARANTEED CREDITORS TO
REALIZE ON PROPERTY, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER ENTERED IN
FAVOR OF THE GUARANTEED CREDITORS, WHETHER OR NOT PROCEEDING SEPARATELY AGAINST
A GUARANTOR OR ITS PROPERTY OR JOINTLY AGAINST ANY ONE OR MORE OTHER GUARANTORS
OR THEIR PROPERTY. EACH GUARANTOR AGREES THAT IT WILL NOT ASSERT ANY PERMISSIVE
COUNTERCLAIMS IN ANY PROCEEDING BROUGHT IN ACCORDANCE WITH THIS PROVISION BY
THE GUARANTEED CREDITORS TO REALIZE ON PROPERTY, OR TO ENFORCE A JUDGMENT OR
OTHER COURT ORDER IN FAVOR OF THE GUARANTEED CREDITORS. EACH GUARANTOR WAIVES
ANY OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE COURT IN WHICH THE
GUARANTEED CREDITORS HAS
COMMENCED A PROCEEDING DESCRIBED IN THIS SUBSECTION.


          23.     THIS GUARANTY SHALL BE GOVERNED BY AND
CONSTRUED ACCORDING TO THE LAW OF THE STATE OF ILLINOIS (without regard
to principles of conflicts of laws) in which state it shall 


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be performed by
the Guarantors and may not be waived, amended, released or otherwise changed
except by a writing signed by the Agent on behalf of the Guaranteed Creditors.
This Guaranty and every part thereof shall be effective upon delivery to the
Agent, without further act, condition or acceptance by the Guaranteed
Creditors, shall be binding upon the Guarantors and upon the legal
representatives, successors and assigns of the Guarantors, and shall inure to
the benefit of the Guaranteed Creditors, their successors, legal
representatives and assigns. The Guarantors waive notice of the Guaranteed
Creditors’ acceptance hereof. This Guaranty may be executed in counterparts and
by different parties hereto on separate counterparts each of which shall be an
original, but all together to be one and the same instrument.


          24.     In
the event of any inconsistency between this Agreement and the Credit Agreement,
the terms of the Credit Agreement shall govern.


[Signature
Pages to follow] 


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          IN WITNESS WHEREOF, each Guarantor has caused this Agreement
to be executed and delivered as of the date first above written.


	
  

 	
  

 	
  

 	
  

 
	
  

 	
  “GUARANTORS”

 
	
  

 	
  

 
	
  

 	
 EMCOR GROUP, INC.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Mark A. Pompa

 
	
  

 	
  

 	 

 
	
  

 	
      Name:

 	
 Mark A.
 Pompa

 
	
  

 	
      Title:

 	
 Executive Vice
 President and

 
	
  

 	
  

 	
  

 	
 Chief
 Financial Officer

 






	
  

 	
  

 	
  

 	
  

 
	
  

 	
 FORTI/POOLE AND KENT, L.L.C.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ R. Kevin Matz

 
	
  

 	
  

 	 

 
	
  

 	
      Name:

 	
 R. Kevin
 Matz

 
	
  

 	
      Title:

 	
 Manager

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 CSUSA HOLDINGS L.L.C.

 
	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ R. Kevin Matz

 
	
  

 	
  

 	 

 
	
  

 	
      Name:

 	
 R. Kevin
 Matz

 
	
  

 	
      Title:

 	
 Manager

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 TRIMECH PLUMBING L.L.C.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ R. Kevin Matz

 
	
  

 	
  

 	 

 
	
  

 	
      Name:

 	
 R. Kevin
 Matz

 
	
  

 	
      Title:

 	
 Manager

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SHAMBAUGH & SON, L.P.

 
	
  

 	
 By: CSUSA
 Holdings L.L.C., its General Partner

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ R. Kevin Matz

 
	
  

 	
  

 	 

 
	
  

 	
      Name:

 	
 R. Kevin
 Matz

 
	
  

 	
      Title:

 	
 Vice
 President

 


S-1









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 BORDER ELECTRIC CO., L.P.

 
	
  

 	
 By:  CSUSA
 Holdings L.L.C., its General Partner

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ R. Kevin Matz

 
	
  

 	
  

 	 

 
	
  

 	
      Name:

 	
 R. Kevin
 Matz

 
	
  

 	
      Title:

 	
 Vice
 President

 
	
  

 	
  

 	
  

 
	
  

 	
 BORDER MECHANICAL CO., L.P.

 
	
  

 	
 By: CSUSA
 Holdings L.L.C., its General Partner

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ R. Kevin Matz

 
	
  

 	
  

 	 

 
	
  

 	
      Name:

 	
 R. Kevin
 Matz

 
	
  

 	
      Title:

 	
 Vice
 President

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 PROFESSIONAL MECHANICAL CONTRACTORS, L.L.C.

 
	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ R. Kevin Matz

 
	
  

 	
  

 	 

 
	
  

 	
      Name:

 	
 R. Kevin
 Matz

 
	
  

 	
      Title:

 	
 Vice
 President

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 WELSBACH ELECTRIC CORP.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Keith D. Carney

 
	
  

 	
  

 	 

 
	
  

 	
      Name:

 	
 Keith D.
 Carney

 
	
  

 	
      Title:

 	
 President /
 Chief Executive Officer

 


S-2









	
  

 	
  

 
	
  

 	
 AIR SYSTEMS, INC.

 
	
  

 	
 ATLANTIC COAST MECHANICAL, INC.

 
	
  

 	
 BEAUMONT REAL ESTATE HOLDING COMPANY

 
	
  

 	
 BUILDING TECHNOLOGY ENGINEERS, INC.

 
	
  

 	
 CENTRAL MECHANICAL CONSTRUCTION CO., INC.

 
	
  

 	
 CES FACILITIES MANAGEMENT SERVICES, INC.

 
	
  

 	
 COMBUSTIONEER CORPORATION

 
	
  

 	
 CONTRA COSTA ELECTRIC, INC.

 
	
  

 	
 CS48 ACQUISITION CORP.

 
	
  

 	
 DESIGN AIR, LIMITED

 
	
  

 	
 DUFFY MECHANICAL CORP.

 
	
  

 	
 DYN SPECIALTY CONTRACTING, INC.

 
	
  

 	
 DYNALECTRIC COMPANY

 
	
  

 	
 DYNALECTRIC COMPANY OF NEVADA

 
	
  

 	
 DYNALECTRIC COMPANY OF OHIO

 
	
  

 	
 DYNALECTRIC OF MICHIGAN II, INC.

 
	
  

 	
 EMCOR CONSTRUCTION SERVICES, INC. 

 
	
  

 	
 EMCOR-CSI HOLDING CO.

 
	
  

 	
 EMCOR ENERGY SERVICES, INC.

 
	
  

 	
 EMCOR FACILITIES SERVICES, INC.

 
	
  

 	
 EMCOR GOVERNMENT SERVICES, INC.

 
	
  

 	
 EMCOR GOWAN, INC.

 
	
  

 	
 EMCOR HYRE ELECTRIC CO. OF INDIANA, INC.

 
	
  

 	
 EMCOR INTERNATIONAL INC.

 
	
  

 	
 EMCOR MECHANICAL/ELECTRICAL SERVICES (EAST), INC.

 
	
  

 	
 EMCOR SERVICES ARIZONA, INC.

 
	
  

 	
 EMCOR Services Northeast,
 INC.

 
	
  

 	
 EMCOR Services New
 York/New Jersey, Inc.

 
	
  

 	
 EMCOR Services Team
 Mechanical, Inc.

 
	
  

 	
 F & G Management, Inc.

 
	
  

 	
 F & G Plumbing, Inc.

 
	
  

 	
 Fluidics, Inc.

 
	
  

 	
 Forest Electric Corp.

 
	
  

 	
 FR X Ohmstede Acquisitions
 Co.

 
	
  

 	
 Gibson Electric Co., Inc.

 
	
  

 	
 Great Monument
 Construction Company

 
	
  

 	
 Hansen Mechanical
 Contractors, Inc.

 
	
  

 	
 Heritage Mechanical
 Services, Inc.

 
	
  

 	
 Hillcrest Sheet Metal,
 Inc.

 
	
  

 	
 HNT Holdings Inc.

 
	
  

 	
 HVAC, Ltd.

 
	
  

 	
 Illingworth-Kilgust
 Mechanical, Inc.

 
	
  

 	
 Inte-Fac Corp.

 


S-3









	
  

 	
  

 
	
  

 	
 J.C. Higgins Corp.

 
	
  

 	
 KDC Inc.

 
	
  

 	
 Kuempel Service, Inc.

 
	
  

 	
 L.T. Mechanical, Inc.

 
	
  

 	
 Labov Mechanical, Inc.

 
	
  

 	
 Labov Plumbing, Inc.

 
	
  

 	
 Lowrie Electric Company,
 Inc.

 
	
  

 	
 Mandell Mechanical
 Corporation

 
	
  

 	
 Marelich Mechanical Co.,
 Inc.

 
	
  

 	
 Maximum Refrigeration
 & Air Conditioning Corp.

 
	
  

 	
 Meadowlands Fire
 Protection Corp.

 
	
  

 	
 Mechanical Services of
 Central Florida, Inc.

 
	
  

 	
 MES Holdings Corporation

 
	
  

 	
 Mesa Energy Systems, Inc.

 
	
  

 	
 Midland Fire Protection,
 Inc.

 
	
  

 	
 Monumental Heating,
 Ventilating and Air Conditioning Contractors, Inc.

 
	
  

 	
 Monumental Investment
 Corporation

 
	
  

 	
 Nogle & Black
 Mechanical, Inc.

 
	
  

 	
 North Jersey Mechanical
 Contractors, Inc.

 
	
  

 	
 Ohmstede Industrial
 Services Inc.

 
	
  

 	
 Pace Mechanical Services
 II, Inc.

 
	
  

 	
 Penguin Air Conditioning
 Corp.

 
	
  

 	
 Penguin Maintenance and
 Services Inc.

 
	
  

 	
 Performance Mechanical,
 Inc.

 
	
  

 	
 Poole & Kent Company
 of Florida

 
	
  

 	
 Poole and Kent-New
 England, Inc.

 
	
  

 	
 Poole and
 Kent-Connecticut, Inc.

 
	
  

 	
 R. S. Harritan &
 Company, Inc.

 
	
  

 	
 Redman Equipment &
 Manufacturing Company

 
	
  

 	
 S. A. Comunale Co., Inc.

 
	
  

 	
 The Betlem Service
 Corporation

 
	
  

 	
 The Fagan Company

 
	
  

 	
 The Fred B. DeBra Co.

 
	
  

 	
 The Poole and Kent Company

 
	
  

 	
 The Poole and Kent
 Corporation

 
	
  

 	
 Trautman & Shreve,
 Inc.

 
	
  

 	
 University Marelich
 Mechanical, Inc.

 
	
  

 	
 University Mechanical
 & Engineering Contractors, Inc., a California corporation

 


S-4








	
  

 	
  

 
	
  

 	
 University Mechanical
 & Engineering Contractors, Inc., an Arizona corporation

 
	
  

 	
 Walker-J-Walker, Inc.

 



	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Welsbach Electric Corp. of L.I.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ R. Kevin Matz

 
	
  

 	
  

 	 

 
	
  

 	
      Name:

 	
 R. Kevin
 Matz

 
	
  

 	
      Title:

 	
 Vice
 President

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 F & G Mechanical Corporation

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Salvatore Fichera

 
	
  

 	
  

 	 

 
	
  

 	
  

 	
 Name:

 	
 Salvatore
 Fichera

 
	
  

 	
  

 	
 Title:

 	
 President

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Aircond Corporation

 
	
  

 	
 MOR PPM, Inc.

 
	
  

 	
 New England Mechanical Services, Inc.

 
	
  

 	
 New England Mechanical Services of Massachusetts, Inc.

 
	
  

 	
 Viox Services, Inc.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Douglas Myers

 
	
  

 	
  

 	 

 
	
  

 	
      Name:

 	
 Douglas
 Myers

 
	
  

 	
      Title:

 	
 Vice
 President

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Ohmstede Partners LLC

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ R. Kevin Matz

 
	
  

 	
  

 	 

 
	
  

 	
      Name:

 	
 R. Kevin
 Matz

 
	
  

 	
      Title:

 	
 Manager

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Ohmstede Holdings LLC

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ R. Kevin Matz

 
	
  

 	
  

 	 

 
	
  

 	
      Name:

 	
 R. Kevin
 Matz

 
	
  

 	
      Title:

 	
 Manager

 


S-5









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Ohmstede Ltd.

 
	
  

 	
 By:  Ohmstede
 Partners LLC, its General Partner

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ R. Kevin Matz

 
	
  

 	
  

 	 

 
	
  

 	
      Name:

 	
 R. Kevin
 Matz

 
	
  

 	
      Title:

 	
 Vice
 President

 


S-6









	
  
 	
  
 	
  
 	
  
 	
  
 
	
 Acknowledged
 and agreed to as of the date first above written.
 
	
  
 
	
  
 	
 BANK OF MONTREAL, as Agent
 
	
  
 	
  
 	
  
 	 	
  
 
	
  
 	
 By 
 	 /s/ John Armstrong 

	
  
 	
  
 	  
	
  
 	
       Its 
 	 	
 Director 
 
	
  
 	
  
 	 


S-7






Exhibit A

To

Guaranty Agreement


Assumption and Supplemental Guaranty
Agreement


          This
Assumption and Supplemental Guaranty Agreement is dated as of this _____
day of _________, 200_, made by [new guarantor], a __________ corporation
(the “New
Guarantor”);


Witnesseth that:


          WHEREAS,
EMCOR Group, Inc. and certain other parties have executed and delivered to the
Guaranteed Creditors that certain Second Amended and Restated Guaranty
Agreement dated as of February 4, 2010, or supplements thereto (such
Second Amended and Restated Guaranty Agreement, as the same may from time to
time be modified or amended, including supplements thereto which add or
substitute parties as Guarantors thereunder, being hereinafter referred to as
the “Guaranty”) pursuant to which such parties (the “Existing Guarantors”) have guaranteed to
the Guaranteed Creditors referred to therein the full and prompt payment of,
among other things, any and all indebtedness, obligations and liabilities of
EMCOR Group, Inc. (the “Company”), EMCOR Group (UK) plc (“EMCOR UK”) and
Comstock Canada, Ltd. (“Comstock”; the Company, EMCOR UK and
Comstock being referred to herein collectively as the “Borrowers”) arising
under or relating to the Credit Agreement and the other Loan Documents described
therein; and


          WHEREAS,
the Borrowers provide the New Guarantor with substantial
financial, managerial, administrative, technical and design support and the New
Guarantor will directly and substantially benefit from credit and other
financial accommodations extended and to be extended by the Lenders to the
Borrowers;


          NOW,
THEREFORE, FOR VALUE RECEIVED, and in consideration of advances
made or to be made, or credit accommodations given or to be given, to the
Borrowers by the Lenders from time to time, the New Guarantor hereby agrees as
follows:


          1.     The
New Guarantor acknowledges and agrees that it shall become a “Guarantor” party
to the Guaranty effective upon the date the New Guarantor’s execution of this Agreement
and the delivery of this Agreement to the Agent on behalf of the Guaranteed
Creditors, and that upon such execution and delivery, all references in the
Guaranty to the terms “Guarantor” or “Guarantors” shall be deemed to include
the New Guarantor.


          2.     The
New Guarantor hereby assumes and becomes liable (jointly and severally with all
the other Guarantors) for the indebtedness hereby guaranteed (as defined in the
Guaranty) and agrees to pay and otherwise perform all of the obligations of a
Guarantor under the Guaranty according to, and otherwise on and subject to, the
terms and conditions of the Guaranty to the same extent and with the same force
and effect as if the New Guarantor had originally been one 






of the Existing Guarantors under the Guaranty and had originally
executed the same as such an Existing Guarantor.


          3.     All
capitalized terms used in this Agreement without definition shall have the same
meaning herein as such terms have in the Guaranty, except that any reference to
the term “Guarantor” or “Guarantors” and any provision of the Guaranty
providing meaning to such term shall be deemed a reference to the Existing
Guarantors and the New Guarantor. Except as specifically modified hereby, all
of the terms and conditions of the Guaranty shall stand and remain unchanged
and in full force and effect.


          4.     The
New Guarantor agrees to execute and deliver such further instruments and
documents and do such further acts and things as the Agent or any other
Guaranteed Creditor may deem necessary or proper to carry out more effectively
the purposes of this Agreement.


          5.     No
reference to this Agreement need be made in the Guaranty or in any other
document or instrument making reference to the Guaranty, any reference to the
Guaranty in any of such to be deemed a reference to the Guaranty as modified
hereby.


          6.     This
Agreement shall be governed by and construed in accordance with the State of
Illinois (without regard to principles of conflicts of law) in which state it
shall performed by the New Guarantor.


	
  

 	
  

 	
  

 	
  

 
	
  

 	
Guarantor:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
[New Guarantor]

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By

 	
  

 
	
  

 	
  

 	 

 
	
  

 	
  

 	
 Its

 	
  

 
	
  

 	
  

 	
  

 	 

 



          Acknowledged
and agreed to in Chicago, Illinois as of the date first above written.


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 BANK OF MONTREAL, as Agent

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By

 	
  

 
	
  

 	
  

 	 

 
	
  

 	
  

 	
 Its

 	
  

 
	
  

 	
  

 	
  

 	 

 


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