EXHIBIT 4.1(b)


THIRD AMENDED AND
RESTATED SECURITY AGREEMENT


          This Third
Amended and Restated Security Agreement (the “Agreement”) is
dated as of February 4, 2010, by and among the parties executing this Agreement
under the heading “Debtors” on the signature pages hereto (such parties, along with any
parties who execute and deliver to the Agent an agreement in the form attached
hereto as Schedule G, being hereinafter referred to collectively as the “Debtors”
and individually as a “Debtor”) and Bank of Montreal, a Canadian
chartered bank acting through its Chicago branch (“BMO”), with its mailing
address at 111 West Monroe Street, Chicago, Illinois 60603, acting as
collateral agent hereunder for the Secured Creditors hereinafter identified and
defined (BMO acting as such collateral agent and any successor or successors to
BMO acting in such capacity being hereinafter referred to as the “Agent”);


W I T N E S S E T H  T H A T :


          WHEREAS,
EMCOR Group, Inc., a Delaware corporation (the “Company”) and certain of
its subsidiaries, as Debtors, heretofore executed and delivered to Harris N.A.
(“Harris”)
that certain Second Amended and Restated Security Agreement dated as of
September 19, 2007 (such Second Amended and Restated Security Agreement, as the
same has been amended and supplemented, being hereinafter referred to as the “Prior
Security Agreement”) pursuant to which certain Debtors granted
Harris a lien on and continuing security interest in certain personal property
of such Debtors described therein as collateral security for, among other
things, all indebtedness, obligations and liabilities of (i) 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,
individually and in its capacity as agent thereunder, and the lenders party
thereto (the “Prior Credit Agreement”) and (ii) the Company under that
certain Term Loan Agreement dated as of September 19, 2007, as amended, by and
among the Company, BMO, individually and in its capacity as agent thereunder,
and the lenders party thereto (the “Term Loan Agreement”); and


          WHEREAS,
the Company, EMCOR Group (UK) plc, a United Kingdom public
limited company (“EMCOR UK”), Comstock Canada, Ltd., a Canadian
corporation (“Comstock”;
and the Company, EMCOR UK, and Comstock being hereinafter referred to
collectively as the “Borrowers”) and BMO, individually and as
successor agent to Harris, have entered into a Second Amended and Restated
Credit Agreement dated as of February 4, 2010 (such Second Amended and Restated
Credit Agreement, as the same may be amended, modified or restated from time
to time, being hereinafter referred to as the “Credit Agreement”),
which amends and restates the Prior Credit Agreement and 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; and


          WHEREAS,
contemporaneous with entering into the Credit Agreement, the Company is
repaying all of the indebtedness, obligations and liabilities owing by it under
or pursuant to the



Ex.4.1(b)-SecurityAgrmt
 1921592






Term Loan Agreement, BMO and Harris are terminating the Intercreditor
Agreement (as defined in the Prior Security Agreement), and Harris is resigning
as collateral agent under the Prior Security Agreement and being replaced by
BMO; and


          WHEREAS,
as a condition precedent to extending credit or otherwise making
financial accommodations available to the Borrowers under the Credit Agreement,
the Lenders require, among other things, that each Debtor grant to the Agent
for the benefit of the Lenders a lien on and security interest in certain
personal property of such Debtor pursuant to this Agreement, and, in connection
therewith, that the Prior Security Agreement be amended and restated in its
entirety to read as set forth in this Agreement;


          WHEREAS,
the Borrowers and the other Debtors 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 Debtors in respect of such interest rate and
foreign currency hedging agreements being hereinafter referred to as “Hedging
Liability”) (the Agent and the Lenders together with any affiliates
of such lenders to whom any Hedging Liability is owed, being hereinafter
referred to collectively as the “Secured Creditors” and individually as a “Secured
Creditor”); 


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


          WHEREAS,
each Debtor will benefit, directly and indirectly, from credit and other
financial accommodations extended by the relevant Secured Creditors to the
Borrowers.


          NOW,
THEREFORE, for and in
consideration of, among other things, the execution and delivery by the Lenders
and the Agent of the Credit Agreement, and other good and valuable
consideration, receipt whereof is hereby acknowledged, the parties hereto
hereby agree as follows:


          Section 1.     Terms
Defined in Credit Agreement. All capitalized terms
used herein without definition shall have the same meanings herein as such
terms have in the Credit Agreement. The term “Debtor” and “Debtors” as used
herein shall mean and include the Debtors collectively and also each
individually, with all grants, representations, warranties and covenants of and
by the Debtors, or any of them, herein contained to constitute joint and several
grants, representations, warranties and covenants of and by the Debtors; provided,
however, that unless the context in which the same is used shall
otherwise require, any grant, representation, warranty or covenant contained
herein related to the Collateral shall be made by each Debtor only with respect
to the Collateral owned by it or represented by such Debtor as owned by it.


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          Section 2.     Grant
of Security Interest in the Collateral; Obligations Secured.


          (a)     Each
Debtor hereby grants to the Agent for the benefit of the Secured Creditors a
lien on and security interest in, and right of set-off against,
and acknowledges and agrees that the Agent has and shall continue to have for
the benefit of the Secured Creditors a continuing lien on and security interest
in, and right of set-off against, all right, title and interest of such Debtor,
wherever located and whether now owned or existing or hereafter created,
acquired or arising, in and to all personal property and fixtures of such
Debtor, including all of the following:


	
  

 	
  

 
	
  

 	
           (a)     Accounts
 (including Health-Care-Insurance Receivables, if any);

 
	
  

 	
  

 
	
  

 	
           (b)     Chattel
 Paper;

 
	
  

 	
  

 
	
  

 	
           (c)     Instruments
 (including Promissory Notes);

 
	
  

 	
  

 
	
  

 	
           (d)     Documents;

 
	
  

 	
  

 
	
  

 	
           (e)     General Intangibles (including Payment Intangibles and Software);

 
	
  

 	
  

 
	
  

 	
           (f)      Letter-of-Credit
 Rights;

 
	
  

 	
  

 
	
  

 	
           (g)     Supporting
 Obligations;

 
	
  

 	
  

 
	
  

 	
           (h)     Deposit
 Accounts;

 
	
  

 	
  

 
	
  

 	
           (i)      Investment
 Property (including certificated and uncertificated Securities, Securities
 Accounts, Security Entitlements, Commodity Accounts, and Commodity
 Contracts); 

 
	
  

 	
  

 
	
  

 	
           (j)      Inventory;
 

 
	
  

 	
  

 
	
  

 	
           (k)     Equipment
 (including all software, whether or not the same constitutes embedded
 software, used in the operation thereof);

 
	
  

 	
  

 
	
  

 	
           (l)      Fixtures;

 
	
  

 	
  

 
	
  

 	
           (m)    Commercial
 Tort Claims (as described on Schedule F attached hereto or on one or more
 supplements to this Agreement);

 
	
  

 	
  

 
	
  

 	
           (n)     all
 rights to merchandise and other Goods (including rights to returned or
 repossessed Goods and rights of stoppage in transit) which is represented by,
 arises from, or relates to any of the foregoing;

 
	
  

 	
  

 
	
  

 	
           (o)     monies,
 personal property and interests in personal property of such Debtor of any
 kind or description now held by the Agent or at any time hereafter
 transferred or delivered to, or coming into the possession, custody, or
 control of, the 

 


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 Agent, or any agent or affiliate of the Agent, whether expressly as
 collateral security or for any other purpose (whether for safekeeping,
 custody, collection or otherwise), and all dividends and distributions on or
 other rights in connection with any such property;

 
	
  

 	
  

 
	
  

 	
           (p)     all
 supporting evidence and documents relating to any of the above-described
 property, including, without limitation, computer programs, disks, tapes and
 related electronic data processing media, and all rights of such Debtor to
 retrieve the same from third parties, written applications, credit
 information, account cards, payment records, correspondence, delivery and
 installation certificates, invoice copies, delivery receipts, notes, and
 other evidences of indebtedness, insurance certificates and the like,
 together with all books of account, ledgers, and cabinets in which the same
 are reflected or maintained;

 
	
  

 	
  

 
	
  

 	
           (q)     all
 Accessions and additions to, and substitutions and replacements of, any and
 all of the foregoing; and

 
	
  

 	
  

 
	
  

 	
           (r)     all
 Proceeds and products of the foregoing, and all insurance of the foregoing
 and proceeds thereof;

 


(all of the foregoing being herein referred to as the “Collateral”);
provided,
however, that: 


	
  

 	
  

 
	
  

 	
           (i) no
 lien is granted on any asset subject to a lien permitted by clause (e),
 (i), (l), (l) (as to liens on fixed assets only) or (m) of Section 7.11 of
 the Credit Agreement, 

 
	
  

 	
  

 
	
  

 	
           (ii) no
 lien is granted on the capital stock of any Unrestricted Subsidiary or on the
 capital stock or assets of any Designated Foreign Restricted Subsidiary; 

 
	
  

 	
  

 
	
  

 	
           (iii) no
 lien is granted on real property unless and until the Required Lenders so
 require; 

 
	
  

 	
  

 
	
  

 	
           (iv) no
 lien is granted on any contract, license, permit or franchise that validly
 prohibits the creation, attachment, or perfection of a security interest in
 favor of the Agent in such contract, license, permit or franchise (or in any
 rights or property obtained by such Debtor under such contract, license,
 permit or franchise); 

 
	
  

 	
  

 
	
  

 	
           (v) no
 lien is granted on any rights or property to the extent that any valid and
 enforceable law or regulation applicable to such rights or property prohibits
 the creation of a security interest therein; 

 
	
  

 	
  

 
	
  

 	
           (vi) no
 lien is granted on any rights or property to the extent that such rights or
 property secure purchase money financing therefor permitted by the Credit
 Agreement and the agreements providing such purchase money financing prohibit
 the creation of a further security interest therein; 

 


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           (vii) liens
 granted may be subject and subordinate to liens permitted by clauses (a),
 (b), (c), (e), (f), (g), (h), (j), (k), (n) and (o) of Section 7.11 of
 the Credit Agreement; 

 
	
  

 	
  

 
	
  

 	
           (viii) liens
 need not be perfected by possession or control (but may be perfected by the
 filing of a financing statement) on notes receivable having a fair value of
 less than $2,000,000 in any instance and $10,000,000 in the aggregate or on bonds
 or notes of the City of New York pledged to the City of New York in lieu of
 retainage; and 

 
	
  

 	
  

 
	
  

 	
           (ix) liens
 need not be perfected by possession or control (but may be perfected by the
 filing of a financing statement) on equity securities (other than capital
 stock of Restricted Subsidiaries required to be pledged by the other
 provisions of the Credit Agreement) having a fair value of less than
 $1,000,000 in any instance and $5,000,000 in the aggregate;

 


provided further, that (A) notwithstanding
anything set forth above to the contrary, to the extent not prohibited by law,
the Agent has and shall at all times have a security interest in all rights to
payments of money due or to become due under any such contract, contract right,
or similar general intangible and all other proceeds thereof and (B) if
and when the prohibition which prevents the granting of a security interest in
any such Property is removed, terminated or otherwise becomes unenforceable as
a matter of law, the Agent will be deemed to have, and at all times to have
had, a security interest in such Property and the Collateral will be deemed to
include, and at all times to have included, such Property. All terms which are
used herein which are defined in the Uniform Commercial Code of the State of
Illinois as in effect from time to time (“UCC”) shall have the same meanings herein
as such terms are defined in the UCC, unless this Agreement shall otherwise
specifically provide. For purposes of this Agreement, the term “Receivables”
means all rights to the payment of a monetary obligation, whether or
not earned by performance, and whether evidenced by an Account, Chattel Paper,
Instrument, General Intangible or otherwise.


          (b)     This
Agreement is made and given to secure, and shall secure, the payment and
performance of: (i) each of (A) any and all indebtedness, obligations
and liabilities of the Borrowers to the Secured Creditors, or any of them
individually, evidenced by or otherwise arising out of or relating to the
Credit Agreement, or any promissory note of any Borrower that may be issued
from time to time under the Credit Agreement; (B) any and all obligations
of the Borrowers, or any of them individually, to reimburse the Agent or any
Lender 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, under the Credit
Agreement; (C) any and all obligations of the Borrowers, or any of them
individually, to the Secured Creditors, or any of them individually, with
respect to Hedging Liability; and (D) any and all liabilities of the
Borrowers or the Debtors, or any of them individually, arising out of any
guaranty issued by the Borrowers or the Debtors, or any of them individually,
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 Debtors, or
any of them individually, to the Agent or the Secured Creditors, or any of them
individually, evidenced by or otherwise arising out of or relating to this
Agreement, any Guarantee or any other Loan


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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 and all
expenses and charges, legal or otherwise, suffered or incurred by the Agent or
the Secured 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, including, without limitation,
the lien and security interest granted to the Agent in the Collateral hereby
(all of the foregoing being hereinafter referred to as the “Obligations”).
Notwithstanding anything in this Agreement to the contrary, the right of
recovery against any Debtor under this Agreement shall not exceed $1 less than
the lowest amount which would render such Debtor’s obligations under this
Agreement void or voidable under applicable law, including fraudulent
conveyance law.


          Section 3.     Covenants,
Agreements, Representations and Warranties. Each
Debtor hereby covenants and agrees with, and represents and warrants to, the
Agent and each Secured Creditor that:


	
  

 	
  

 
	
  

 	
           (a)     Each
 Debtor is a duly organized and validly existing in good standing under the
 laws of the state of its organization. No Debtor shall change its state of
 organization without the Agent’s prior written consent (which consent shall
 not be unreasonably withheld or delayed). Each Debtor’s chief executive
 office and principal place of business is at the location listed opposite
 such Debtor’s name under column 2 on Schedule A attached hereto;
 and such Debtor has no other executive offices or places of business (other
 than operating job sites in the ordinary course of such Debtor’s business)
 other than those listed opposite such Debtor’s name under column 3 on Schedule
 A attached hereto. Each Debtor’s organizational identification number is set
 forth under its name in column 1 on Schedule A attached hereto. The
 Collateral owned or leased by each Debtor is and shall remain in such
 Debtor’s possession or control at the locations listed opposite such Debtor’s
 name under column 4 on Schedule A attached hereto opposite such
 Debtors’s name or is or shall be located at such Debtor’s then operating job
 sites in the ordinary course of its business or is or shall be in transit to
 or between any of the foregoing locations (collectively, the “Permitted
 Collateral Locations”) other than temporarily in the ordinary
 course of business. If for any reason any Collateral is at any time kept or
 located at a location other than a Permitted Collateral Location, the Agent
 shall nevertheless have and retain a lien on and security interest in such
 Collateral. No Debtor shall move its chief executive office or maintain a
 place of business at a location other than those specified under columns 2
 and/or 3 on Schedule A attached hereto other than temporarily in the ordinary
 course of business or permit any Collateral in excess of $1,000,000 to be
 located at a location other than a Permitted Collateral Location other than
 temporarily in the ordinary course of business or a job site, in each case
 without first providing the Agent 30 days prior written notice of such
 Debtor’s intent to do so; provided, however, that each Debtor
 shall at all times maintain its chief executive office and places of business
 in the United States of America and, with respect to any new chief executive
 office or place of business or location of Collateral, such Debtor shall have
 taken all action reasonably requested by the Agent or any Secured Creditor to
 maintain the lien and security interest of the Agent in the Collateral at all
 times fully perfected and

 


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 in full force and effect. The execution and delivery of this
 Agreement, and the observance and performance of each of the matters and
 things herein set forth, will not (i) contravene or constitute a default
 under any provision of law or any judgment, injunction, order or decree
 binding upon any Debtor or any provision of any Debtor’s organizational
 documents (e.g. certificate of incorporation, articles
 of incorporation, by-laws, certificate of formation, limited liability
 company operating agreement or partnership agreement, as applicable) or any
 covenant, indenture or agreement of or affecting any Debtor or any of its
 property or (ii) result in the creation or imposition of any lien or
 encumbrance on any property of any Debtor except for the lien and security
 interest granted to the Agent in the Collateral hereunder. Each Debtor’s
 organizational registration number (if any) is set forth on Schedule A
 attached hereto.

 
	
  

 	
  

 
	
  

 	
           (b)     The
 Collateral and every part thereof is and shall be free and clear of all
 security interests, liens (including, without limitation, mechanics’,
 laborers’ and statutory liens), attachments, levies and encumbrances of every
 kind, nature and description and whether voluntary or involuntary, except for
 the lien and security interest of the Agent therein and other liens permitted
 by the Credit Agreement (herein, the “Permitted Encumbrances”).

 
	
  

 	
  

 
	
  

 	
           (c)     Subject
 to Sections 4(a), 6(c) and 7(a) hereof, no Debtor shall without the Agent’s
 prior written consent, sell, assign, mortgage, lease or otherwise dispose of
 the Collateral or any interest therein, except that (i) until an Event
 of Default has occurred and is continuing and thereafter until notified by
 the Agent that it intends to foreclose or otherwise realize upon such
 Collateral, each Debtor may use and lease its Collateral to the extent not
 prohibited by the terms of the Credit Agreement (including, without limitation,
 Section 7.14 of the Credit Agreement), and (ii) until an Event of
 Default has occurred and is continuing, the Debtor may sell or otherwise
 dispose of Collateral to the extent not prohibited by the terms of the Credit
 Agreement (including, without limitation, Sections 7.14 and 7.15 of the
 Credit Agreement), and may grant liens on Collateral to the extent permitted
 by Sections 4.1 and/or 7.11 of the Credit Agreement, provided that a
 sale, lease or other disposition in the ordinary course of business shall not
 under any circumstance include a transfer, sale or lease in satisfaction,
 partial or complete, of a debt owing by such Debtor unless the debt so
 satisfied is secured with a lien on or ownership right in the goods in
 question which is prior to the security interest of the Agent therein and is
 a Permitted Encumbrance under the Credit Agreement. 

 
	
  

 	
  

 
	
  

 	
           (d)     Each
 Debtor shall at all times insure the Collateral consisting of tangible
 personal property against such risks and hazards as other persons or entities
 similarly situated insure against, and including in any event loss or damage
 by fire, theft, burglary, pilferage, loss in transit and such other hazards
 as the Agent may reasonably specify, in amounts and under policies containing
 lenders loss payable clauses to the Agent as its interest may appear (and, if
 the Agent requests, naming the Agent and the Secured Creditors as additional
 insureds therein) and by insurers reasonably acceptable to the Agent, it
 being agreed that the foregoing shall not preclude any Debtor from directly
 or indirectly self insuring risks as and to the extent prudent and customary
 for companies similarly situated and then to the extent permitted by the
 Credit Agreement. All

 


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 premiums on such insurance shall be paid by the Debtors and, upon the
 Agent’s request, the policies of such insurance (or certificates therefor)
 shall be delivered by the Debtors to the Agent. All insurance required hereby
 shall provide to the extent commercially reasonably available that any loss
 shall be payable notwithstanding any act or negligence of the relevant
 Debtor, shall provide that no cancellation thereof shall be effective until
 at least 30 days after receipt by the relevant Debtor and the Agent of
 written notice thereof, and shall be reasonably satisfactory to the Agent in
 all other respects. Each Debtor may retain any proceeds of such insurance
 arising out of the loss, damage or destruction of the Collateral owned or
 leased by such Debtor so long as no Event of Default shall have occurred and
 be continuing or shall arise and be continuing after giving effect to such
 loss, damage or destruction. After the occurrence and during the continuance
 of any Event of Default, each Debtor will immediately pay over such proceeds
 of insurance to the Agent which shall thereafter be applied to the reduction
 of the Obligations (whether or not then due) or held as collateral security
 therefore, as the Agent may then determine. All insurance proceeds shall be
 subject to the lien and security interest of the Agent in the Collateral.
 Each Debtor hereby authorizes the Agent, at the Agent’s option, to adjust,
 compromise and settle any losses under any insurance afforded at any time
 after the occurrence and during the continuance of any Event of Default, and
 such Debtor does hereby irrevocably constitute the Agent, its officers,
 agents and attorneys, in such case as such Debtor’s attorneys-in-fact, with
 full power and authority to effect such adjustment, compromise
 and/or settlement and to endorse any drafts drawn by an insurer of the
 Collateral or any part thereof and to do everything necessary to carry out
 such purposes and to receive and receipt for any unearned premiums due under
 policies of such insurance. 

 
	
  

 	
  

 
	
  

 	
           (e)     Each
 Debtor shall, at all reasonable times upon reasonable prior notice, allow the
 Agent, any Secured Creditor, and their respective representatives free access
 to and right of inspection of the Collateral during such Debtor’s normal
 business hours. Upon the occurrence and during the continuance of any
 Event of Default, the Agent shall have the right to verify all or any part of
 the Collateral in any manner, and through any medium, which the Agent
 considers appropriate, and each Debtor agrees to furnish all assistance and
 information, and perform any acts, which the Agent may reasonably require in
 connection therewith.

 
	
  

 	
  

 
	
  

 	
           (f)     Each
 Debtor’s legal name and state of organization is correctly set forth in
 Schedule A attached hereto. No Debtor has transacted business at any
 time during the immediately preceding five-year period, and does not
 currently transact business, under any other legal names or trade names other
 than the prior legal names and trade names (if any) set forth on
 Schedule B attached hereto. No Debtor shall change its legal name or
 transact business under any other trade name without first giving
 30 days’ prior written notice of its intent to do so to the Agent.

 
	
  

 	
  

 
	
  

 	
           (g)     Schedule C
 attached hereto contains a true, complete, and current listing of all
 copyrights, copyright applications, trademarks, trademark rights, tradenames,
 patents, patent rights and licenses, patent applications and other
 intellectual property rights that are owned by the Debtors and are registered
 with any governmental authority.

 


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 The relevant Debtor shall promptly notify the Agent in writing of any
 such additional intellectual property rights acquired or arising after the
 date hereof, and shall submit to the Agent a supplement to Schedule C
 attached hereto to reflect such additional rights (provided such Debtor’s
 failure to do so shall not impair the Agent’s security interest therein). The
 Debtors own or possess rights to use all franchises, licenses, copyrights,
 copyright applications, patents, patent rights and licenses, patent
 applications, trademarks, trademark rights, trade names, trade name rights,
 copyrights and rights with respect to the foregoing which are required to
 conduct their business. To the best of the Debtors’ knowledge, no event has occurred
 which permits, or after notice or lapse of time or both would permit, the
 revocation or termination of any such rights, and no Debtor is liable to any
 person for infringement under applicable law with respect to any such rights
 as a result of its business operations.

 
	
  

 	
  

 
	
  

 	
           (h)     Schedule F
 attached hereto contains a true, complete and current listing of all
 Commercial Tort Claims held or maintained by the Debtors as of the date hereof
 for an amount equal to or greater than $1,000,000, each described by
 reference to the specific incident giving rise to the applicable claim. Each
 Debtor agrees to execute and deliver to the Agent a supplement to this
 Agreement in the form attached hereto as Schedule F, or in such other
 form reasonably acceptable to the Agent, promptly upon becoming aware of any
 other Commercial Tort Claim in an amount equal to or greater than $1,000,000
 held or maintained by any Debtor arising after the date hereof.

 
	
  

 	
  

 
	
  

 	
           (i)     Each
 Debtor agrees to execute and deliver to the Agent such further agreements,
 assignments, instruments and documents, and to do all such other things, as
 the Agent may reasonably deem necessary or appropriate to assure the lien and
 security interest of the Agent in the Collateral granted hereby, including,
 without limitation, (i) the execution and delivery of such financing
 statements and amendments thereof and supplements thereto or other
 instruments and documents as the Agent may from time to time reasonably
 require to comply with the UCC and any other applicable law, (ii) the
 execution and delivery of such patent, trademark and copyright assignment
 agreements as the Agent may from time to time reasonably require to comply
 with the filing requirements of the United States Patent and Trademark Office
 and the United States Copyright Office, and (iii) the execution and
 delivery of and the use of commercially reasonable efforts to cause the
 relevant depository institutions, financial intermediaries and letter of
 credit issuers to execute and deliver such control agreements with respect to
 all Deposit Accounts, Securities Accounts, Letter-of-Credit Rights and
 electronic Chattel Paper as the Agent may from time to time reasonably
 require in accordance with the terms hereof. Each Debtor hereby agrees that a
 carbon, photographic or other reproduction of this Agreement or any such
 financing statement is sufficient for filing as a financing statement by the
 Agent without notice thereof to such Debtor wherever the Agent in its sole
 discretion desires to file the same. Each Debtor hereby authorizes the Agent
 to file any and all financing statements covering the Collateral or any part
 thereof as the Agent may require, including financing statements describing
 the Collateral as “all assets” or “all personal property” or words of like
 meaning. The Agent may order lien searches from time to time against any
 Debtor and the Collateral, and the Debtors shall promptly reimburse the Agent
 for all reasonable costs and expenses incurred in 

 


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 connection with such lien searches; provided, however, that
 prior to the occurrence of any Event of Default the Debtors shall not have
 any obligation to reimburse the Agent for the reasonable costs and expenses
 of more than one lien search during any calendar year. In the event for any
 reason the law of any jurisdiction other than Illinois becomes or is
 applicable to the Collateral or any part thereof, or to any of the
 Obligations, each Debtor agrees to execute and deliver all such instruments
 and documents and to do all such other things as the Agent reasonably deems
 necessary or appropriate to preserve, protect and enforce the security
 interest of the Agent under the law of such other jurisdiction.

 
	
  

 	
  

 
	
  

 	
           (j)     Upon
 the occurrence and during the continuance of any Event of Default, on failure
 of any Debtor to perform any of its covenants and agreements herein
 contained, the Agent may at its option perform the same and in so doing may
 expend such sums as the Agent may reasonably deem advisable in the performance
 thereof, including, without limitation, (i) payment of any insurance
 premiums, (ii) payment of any taxes, liens and encumbrances,
 (iii) expenditures made in defending against any adverse claims and
 (iv) all other expenditures which the Agent may be compelled to make by
 operation of law or which the Agent may make by agreement or otherwise for
 the protection of the Collateral. All such sums and amounts so expended shall
 be repayable by such Debtor immediately without notice or demand, shall
 constitute additional Obligations secured hereunder, and shall bear interest
 from the date said amounts are expended at the rate per annum (computed on
 the basis of a 360-day year for the actual number of days elapsed) equal to
 the sum of 2% plus the rate otherwise applicable to Domestic Rate Loans in
 effect from time to time (such rate per annum as so determined being
 hereinafter referred to as the “Reimbursement Rate”). No such
 performance of any covenant or agreement by the Agent on behalf of any
 Debtor, and no such advancement or expenditure therefor, shall relieve any
 Debtor of any default under the terms of this Agreement or in any way
 obligate the Agent or any Secured Creditor to take any further or future
 action with respect thereto. The Agent is hereby authorized to charge any
 depository or other account of any Debtor maintained with the Agent for the
 amount of such sums and amounts so expended. 

 
	
  

 	
  

 
	
  

 	
 Section 4.     Special
 Provisions Re: Receivables.

 
	
  

 	
  

 



          (a)     So
 long as no Event of Default shall have occurred and be continuing, any
 merchandise or other goods which are returned by a customer or account debtor
 to any Debtor or are otherwise recovered by such Debtor, may be resold by
 such Debtor in the ordinary course of its business in accordance with
 Section 3(c) hereof; and after the occurrence and during the continuance
 of any Event of Default, at the request of the Agent, such merchandise and
 other goods shall be set aside and held by such Debtor as trustee for the
 Agent and the Secured Creditors and shall remain part of the Collateral. So
 long as no Event of Default shall have occurred and be continuing, each
 Debtor may settle and adjust disputes and claims with its customers and
 account debtors, handle returns and recoveries and grant discounts, credits
 and allowances, in each case in the ordinary course of its business and
 otherwise for amounts and on terms which such Debtor considers advisable.
 However, after the occurrence and during the continuance of any Event of
 Default, at the request of the Agent, each Debtor shall notify the Agent
 promptly of all returns and recoveries and shall deliver the merchandise or
 other returned

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goods to the Agent. After the occurrence and during the continuance of
any Event of Default, at the request of the Agent each Debtor shall also notify
the Agent promptly of all disputes and claims and settle or adjust them at no
expense to the Agent or the Secured Creditors, but no discount, credit or
allowance other than on normal trade terms in the ordinary course of business
shall be granted to any customer or account debtor and no returns of
merchandise or other goods shall be accepted by any Debtor without the Agent’s
consent. The Agent may, at all times after the occurrence and during the
continuance of any Event of Default, settle or adjust disputes and claims
directly with customers or account debtors for amounts and upon terms which the
Agent considers advisable.


          (b)     If
any Receivable arises out of a contract with the United States of America or
any of its departments, agencies or instrumentalities, upon the Agent’s request
after the occurrence and during the continuance of an Event of Default, each
Debtor agrees to so notify the Agent and execute whatever instruments and
documents are reasonably required by the Agent in order that such Receivable
shall be assigned to the Agent and that proper notice of such assignment shall
be given under the federal Assignment of Claims Act (or any successor statute).


          Section 5.     Special
Provisions Re: Pledged Notes.


          (a)     To
the extent any Pledged Note or other item of Collateral is evidenced by an
Instrument or Chattel Paper, the applicable Debtor shall cause such Instrument
or Chattel Paper to be pledged and delivered to the Agent; provided, however, that,
unless (i) an Event of Default shall have occurred and be continuing and
(ii) the Agent or the Required Lenders shall have otherwise required, a
Debtor shall not be required to deliver any such Instrument or Chattel Paper if
and only so long as (A) the fair market value of any such Instrument or
Chattel Paper held by such Debtor is less than $1,000,000 and (B) the
aggregate fair market value of all such Instruments or Chattel Paper held by
the Borrowers, the Debtors and the other Guarantors and not delivered to the
Agent under the Collateral Documents is less than $5,000,000 at any one time
outstanding. 


          (b)     To
the extent required to be delivered under Section 5(a) above, the relevant
Debtor shall endorse all Instruments and Chattel Paper evidencing a Pledged
Note or other item of Collateral in blank and deliver the same to the Agent in
a form sufficient to transfer title thereto and shall also duly execute and
deliver such other Instruments and Chattel Paper of transfer or assignment as
to any other Collateral granted pursuant hereto, all in form and substance
reasonably satisfactory to the Agent. To the extent required to be delivered
under Section 5(a) above, the relevant Debtor shall deliver to the Agent
true and correct copies of all Instruments and Chattel Paper and documents
securing each instrument evidencing a Pledged Note or other item of Collateral
or setting forth terms and conditions applicable thereto (collectively the “Note
Documents”). After the occurrence and during the continuance of an
Event of Default, upon request by the Agent, all tangible Chattel Paper and
Instruments shall, unless delivered to the Agent or its agent, contain a legend
reasonably acceptable to the Agent indicating that such Chattel Paper or
Instrument is subject to the security interest of the Agent contemplated by
this Agreement; provided, however, that unless the Agent or the Required
Lenders shall have required otherwise, a Debtor shall not be required to so
legend any such Instrument or Chattel Paper if and only so long as (i) the
fair market value of any such Instrument or Chattel Paper 


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held by such Debtor is less than $1,000,000 and (ii) the aggregate
fair market value of all such Instruments or Chattel Paper held by the
Borrowers, the Debtors and the other Guarantors and not delivered to the Agent
under the Collateral Documents is less than $5,000,000 at any one time
outstanding.


          (c)     After
the occurrence and during the continuance of any Event of Default, no Debtor
shall, without the prior written consent of the Agent, release any collateral or
guarantors for the Pledged Notes or the Note Documents or amend, modify, waive
or otherwise take any action which would materially impair the value or
collectability of all or any part thereof. At the request of the Agent, each
Debtor further agrees to promptly deliver to the Agent copies of all
statements, reports and other information and data submitted by any obligor of
a Pledged Note to such Debtor. 


          (d)     Each
Debtor hereby authorizes and directs each obligor of a Pledged Note, upon
receipt of notice from the Agent that an Event of Default has occurred and is
continuing, to make all distributions and payments now due or hereafter to
become due to such Debtor in respect of the Pledged Notes or the Note Documents
directly to the Agent, and such Debtor agrees that such payments or
distributions to the Agent as aforesaid shall be a good receipt and acquittance
to such Debtor to the extent so made.


          Section 6.     Special
Provisions Re: Investment Property and Deposits.


          (a)     Unless
and until an Event of Default has occurred and is continuing and thereafter
until notified to the contrary by the Agent pursuant to Section 10(e)
hereof:



                (i)     each
Debtor shall be entitled to exercise all voting and/or consensual powers
pertaining to the Investment Property or any part thereof owned or held by it,
for all purposes not inconsistent with the terms of this Agreement, the Credit
Agreement, or any other document evidencing or otherwise relating to any
Obligations; and


                (ii)    each
Debtor shall be entitled to receive and retain all cash dividends paid upon or
in respect of the Investment Property owned or held by it.


          (b)     Except
for equity interests in direct or indirect Subsidiaries, all Investment
Property of each Debtor (including all securities, certificated or
uncertificated, securities accounts, and commodity accounts but excluding any
split-dollar insurance policies) having a fair market value of $1,000,000 or
more maintained by such Debtor on the date hereof is listed and identified on
Schedule D attached hereto. Each Debtor shall promptly notify the Agent of
any other such Investment Property with a fair market value of $1,000,000 or
more acquired or maintained by such Debtor after the date hereof, and shall
submit to the Agent a supplement to Schedule D attached hereto to reflect
such additional Investment Property (provided such Debtor’s failure to do so
shall not impair the Agent’s security interest therein). Certificates for
all certificated securities now or at any time constituting such Investment Property
hereunder shall be promptly delivered by the relevant Debtor to the Agent duly
endorsed in blank for transfer or accompanied by an appropriate assignment or
assignments or an appropriate undated stock power or powers, in every case
sufficient to transfer title thereto, and, with respect to any such
uncertificated 


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securities or any such Investment Property held by a securities issuer
or intermediary, commodity issuer or intermediary, or other issuer or financial
intermediary of any kind, the relevant Debtor shall execute and deliver, and
shall cause any such issuer or intermediary to execute and deliver, an
agreement among such Debtor, the Agent and such issuer or intermediary in form
and substance satisfactory to the Agent which provides, among other things, for
the issuer’s or intermediary’s agreement that it will comply with such
entitlement orders, and apply any value distributed on account of any such
Investment Property, as directed by the Agent without further consent by such
Debtor at any time after the occurrence and during the continuance of any Event
of Default; provided,
however, that, unless (i) an Event of Default shall have
occurred and be continuing and (ii) the Agent or the Required Lenders
shall have otherwise required, a Debtor shall not be required to deliver any
such certificates or cause any such agreement to be entered into with the
relevant issuer or financial intermediary with respect to (A) Investment
Property having a final maturity date not in excess of 90 days from the date
the relevant Debtor obtains such Investment Property or (B) other Investment
Property if and so long as (x) the fair market value of any such other
Investment Property held by such Debtor is less than $1,000,000 and
(y) the aggregate fair market value of all such other Investment Property
held by the Borrowers, the Debtors and the other Guarantors and not subject to
the control (as such term is defined in the UCC) of the Agent under the
Collateral Documents is less than $5,000,000 at any one time outstanding. The
Agent may at any time after the occurrence and during the continuance of an
Event of Default cause to be transferred into its name or the name of its
nominee or nominees any and all of the Investment Property hereunder. 


          (c)     Unless
and until an Event of Default has occurred and is continuing, each Debtor may
sell or otherwise dispose of any Investment Property to the extent permitted by
the Credit Agreement. During the existence of any Event of Default, no Debtor
shall sell or otherwise dispose of all or any part of the Investment Property
without the prior written consent of the Agent.


          (d)     Each
Debtor represents that on the date of this Agreement, to the best of its
knowledge, none of the Investment Property consists of margin stock (as such
term is defined in Regulation U of the Board of Governors of the Federal
Reserve System) except to the extent such Debtor has delivered to the Agent a
duly executed and completed Form U-1 with respect to such margin stock. If
at any time the Investment Property or any part thereof consists of margin
stock and the relevant Debtor has knowledge of the same, such Debtor shall
promptly so notify the Agent and deliver to the Agent a duly executed and
completed Form U-1 and such other instruments and documents as
(i) are necessary to satisfy the applicable requirements of
Regulations T, U and X of the Board of Governors of the Federal Reserve
System with respect to such margin stock and (ii) are reasonably requested
by the Agent in form and substance reasonably satisfactory to the Agent.


          (e)     Notwithstanding
anything to the contrary contained herein, in the event any Investment Property
is subject to the terms of a separate security agreement (including, without
limitation, the Third Amended and Restated Pledge Agreement bearing even date
herewith relating to the stock of certain of the Debtors hereunder) in favor of
the Agent, the terms of such separate security agreement shall govern and
control unless otherwise agreed to in writing by the Agent and the Secured
Creditors.


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          (f)     All
Deposit Accounts of the Debtors on the date hereof are listed and identified
(by account number and depository institution) in the Side Letter (other than
Deposit Accounts constituting payroll accounts). Each Debtor shall promptly
notify the Agent of any other Deposit Account opened or maintained by such
Debtor after the date hereof (other than Deposit Accounts constituting payroll
accounts) and shall submit to the Agent a supplement to the Side Letter to
reflect such additional accounts (provided any Debtor’s failure to do so shall
not impair the Agent’s security interest therein). With respect to any Deposit
Account maintained by a depository institution other than the Agent, and as a
condition to the establishment and maintenance of any such Deposit Account
except as otherwise permitted by the Credit Agreement, such Debtor, the
depository institution, and the Agent shall execute and deliver an account
control agreement in form and substance reasonably satisfactory to the Agent
which provides, among other things, for the depository institution’s agreement
that it will comply with instructions originated by the Agent directing the
disposition of the funds in the Deposit Account without further consent by such
Debtor.


          Section 7.     Collection
of Receivables and Pledged Notes. 


          (a)     Except
as otherwise provided in this Agreement, each Debtor shall make collection of
all Receivables and Pledged Notes and may use the same to carry on its business
in accordance with sound business practice and otherwise subject to the terms
hereof.


          (b)     If
any Event of Default has occurred and is continuing, in the event the Agent
requests a Debtor to do so: (i) all Instruments and Chattel Paper at any
time constituting part of the Collateral (including any postdated checks)
shall, upon receipt by the relevant Debtor, be immediately endorsed to and
deposited with Agent; and/or (ii) such Debtor shall instruct all customers
and account debtors and any other obligor of any of the Collateral to remit all
payments in respect of the Collateral to a lockbox or lockboxes under the sole
custody and control of Agent and which are maintained at post offices selected
by the Agent.


          (c)     If
any Event of Default has occurred and is continuing, the Agent or its designee
may notify each Debtor’s customers or account debtors or any other obligor at any
time that the Collateral has been assigned to the Agent or that the Agent has a
security interest therein, and either in its own name, or such Debtor’s name,
or both, demand, collect (including, without limitation, through a lockbox
analogous to that described in Section 7(b)(ii) hereof), receive, receipt for,
sue for, compound and give acquittance for any or all amounts due or to become
due on the Collateral, and in the Agent’s discretion file any claim or take any
other action or proceeding which the Agent may deem reasonably necessary or
appropriate to protect and realize upon the security interest of the Agent in
the Collateral or any part thereof.


          (d)     Any
proceeds of Collateral transmitted to or otherwise received by the Agent
pursuant to any of the provisions of Sections 7(b) or 7(c) hereof may be
handled and administered by the Agent in and through a remittance account or
accounts maintained at the Agent or by the Agent at a commercial bank or banks
selected by the Agent (each a “Depositary Bank”), and each Debtor
acknowledges that the maintenance of such remittance accounts by the Agent is
solely for the Agent’s convenience. The Agent need not apply or give credit for
any item included in proceeds of Receivables, Pledged Notes or other Collateral
until the relevant 


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Depositary Bank has received final payment therefor at its office in
cash or final solvent credits current at the site of deposit acceptable to the
Agent and the relevant Depositary Bank as such. However, if the Agent does
permit credit to be given for any item prior to a Depositary Bank receiving
final payment therefor and such Depositary Bank fails to receive such final
payment or an item is charged back to the Agent or any Depositary Bank for any
reason, the Agent may at its election in either instance charge the amount of
such item back against any such remittance account or any depository account of
a Debtor maintained with the Agent. Each Debtor hereby indemnifies the Agent
and the Secured Creditors from and against all liabilities, damages, losses,
actions, claims, judgments, costs, expenses, charges and attorneys’ fees
suffered or incurred by the Agent or any Secured Creditor because of the
maintenance of the foregoing arrangements; provided, however, that no Debtor shall be
required to indemnify the Agent or any Secured Creditor for any of the
foregoing to the extent they arise from the negligence or willful misconduct of
the person seeking to be indemnified. The Agent and the Secured Creditors shall
have no liability or responsibility to any Debtor for the Agent or any other
Depositary Bank accepting any check, draft or other order for payment of money
bearing the legend “payment in full” or words of similar import or any other
restrictive legend or endorsement whatsoever or be responsible for determining
the correctness of any remittance.


          Section 8.     Special
Provisions Re: Inventory and Equipment.


          (a)     Each
Debtor shall at its own cost and expense maintain, keep and preserve all
material portions of the Inventory in good and merchantable condition and keep
and preserve all material portions of the Equipment in good repair, working
order and condition, ordinary wear and tear excepted, and, without limiting the
foregoing, will from time to time make all necessary and proper repairs,
replacements and additions to the Equipment so that the overall efficiency of
the Equipment taken as a whole shall be fully preserved and maintained.


          (b)     Each
Debtor warrants and agrees that no Inventory is or will be consigned to any
other person or entity without the Agent’s prior written consent.


          (c)     At
the Agent’s request, each Debtor shall at its own cost and expense cause the
lien of the Agent in and to any portion of the Collateral subject to a
certificate of title law to be duly noted on such certificate of title or to be
otherwise filed in such manner as is prescribed by law in order to perfect such
lien and will cause all such certificates of title and evidences of lien to be
deposited with the Agent.


          (d)     In
the event the Equipment, or any part thereof, is or may be attached to real
estate in such a manner that the same may become a fixture, at the Agent’s
request after the occurrence and during the continuance of an Event of Default,
the relevant Debtor shall take all action reasonably requested by the Agent to
maintain the lien and security interest of the Agent in such Collateral at all
times fully perfected and in full force and effect, including, without
limitation, such fixture financing statements as the Agent may require and, in the
event any other person has any right, title or interest in, or lien upon, any
such real estate, such Debtor shall use commercially reasonable efforts to
cause such person to enter an agreement (i) pursuant to which such person
disclaims any right, title and interest in, or lien on, such Equipment,
(ii) which 


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allows for the removal of such Equipment by the Agent and
(iii) which is otherwise in form and substance reasonably satisfactory to
the Agent.


          (e)     If
any of the Inventory is at any time evidenced by a negotiable document of
title, at the Agent’s request after the occurrence and during the continuance
of an Event of Default, such document shall be promptly delivered by the
relevant Debtor to the Agent.


          Section 9.     Power
of Attorney. In addition to any other powers of
attorney contained herein, each Debtor hereby appoints the Agent, its nominee,
or any other person whom the Agent may designate as such Debtor’s
attorney-in-fact, with full power after the occurrence and during the
continuance of any Event of Default: (i) to sign such Debtor’s name on
verifications of Receivables and other Collateral; (ii) to send requests
for verification of Collateral to such Debtor’s customers, account debtors and
other obligors; (iii) to endorse such Debtor’s name on any checks, notes,
acceptances, money orders, drafts and any other forms of payment or security
that may come into the Agent’s possession; (iv) to endorse the Collateral
in blank or to the order of the Agent or its nominee; (v) to sign such
Debtor’s name on any invoice or bill of lading relating to any Collateral, on
claims to enforce collection of any Collateral, on notices to and drafts
against customers and account debtors and other obligors, on schedules and assignments
of Collateral, on notices of assignment and on public records; (vi) to
notify the post office authorities to change the address for delivery of such
Debtor’s mail to an address designated by the Agent; (vii) to receive and
open all mail addressed to such Debtor; and (viii) to do all things
necessary to carry out this Agreement. Each Debtor hereby ratifies and approves
all acts of any such attorney and agrees that neither the Agent nor any such
attorney will be liable for any acts or omissions nor for any error of judgment
or mistake of fact or law other than such person’s gross negligence or willful
misconduct. The Agent may file one or more financing statements disclosing its
security interest in any or all of the Collateral without any Debtor’s signature
appearing thereon. Each Debtor also hereby grants the Agent a power of attorney
to execute any such financing statements, or amendments and supplements to
financing statements, on behalf of such Debtor without prior notice thereof to
any Debtor. The foregoing powers of attorney, being coupled with an interest,
are irrevocable until the Obligations have been fully paid and satisfied and
the commitments of the Secured Creditors to extend credit to or for the account
of the Borrowers have expired or otherwise been terminated; provided,
however, that the Agent agrees not to exercise the powers of
attorney set forth in this Section unless an Event of Default has occurred and
is continuing.


          Section 10.     Defaults
and Remedies.


          (a)     The
occurrence of any event or the existence of any condition specified as an “Event of
Default” shall constitute an “Event of Default” hereunder.


          (b)     During
the existence of any Event of Default, the Agent shall have, in addition to all
other rights provided herein or by law, the rights and remedies of a secured
party under the UCC (regardless of whether the UCC is the law of the
jurisdiction where the rights or remedies are asserted and regardless of
whether the UCC applies to the affected Collateral), and further the Agent may,
without demand and without advertisement, notice, hearing or process of law to
the extent permitted by law, all of which each Debtor hereby waives to the
extent permitted by law, 


- 16 -





at any time or times, sell and deliver any or all Collateral held by or
for it at public or private sale, at any securities exchange or broker’s board
or at any of the Agent’s offices or elsewhere, for cash, upon credit or
otherwise, at such prices and upon such terms as the Agent deems advisable, in
its sole discretion. Also, if less than all the Collateral is sold, the Agent
shall have no duty to marshall or apportion the part of the Collateral sold as
between the Debtors, or any of them, but may sell and deliver any or all of the
Collateral without regard to which of the Debtors are the owners thereof. In
the exercise of any such remedies, the Agent may sell all the Collateral as a
unit even though the sales price thereof may be in excess of the amount
remaining unpaid on the Obligations. The Agent is authorized at any sale or
other disposition of the Collateral or any part thereof, if it deems it
advisable so to do, to restrict the prospective bidders or purchasers to
persons who will represent and agree that they are purchasing for their own
account for investment, and not with a view to the distribution or resale of
any of the Collateral. In addition to all other sums due the Agent or any
Secured Creditor hereunder, each Debtor shall pay the Agent and the Secured
Creditors all reasonable costs and expenses incurred by the Agent and such
Secured Creditors, including reasonable attorneys’ fees and court costs, in
obtaining, liquidating or enforcing payment of Collateral or the Obligations or
in the prosecution or defense of any action or proceeding by or against the
Agent, such Secured Creditor or any Debtor concerning any matter arising out of
or connected with this Agreement or the Collateral or the Obligations,
including, without limitation, any of the foregoing arising in, arising under or
related to a case under the United States Bankruptcy Code (or any successor
statute). Any requirement of reasonable notice shall be met if such notice is
personally served on or mailed, postage prepaid, to the Debtors in accordance
with Section 16(b) hereof at least 10 days before the time of sale or
other event giving rise to the requirement of such notice; provided however, that
during the existence of any Event of Default, no notification need be given to
a Debtor if such Debtor has signed, after the occurrence of such Event of
Default, a statement renouncing any right to notification of sale or other
intended disposition. The Agent shall not be obligated to make any sale or
other disposition of the Collateral regardless of notice having been given. The
Agent or any Secured Creditor may be the purchaser at any such sale. Each
Debtor hereby waives to the extent permitted by law all of its rights of
redemption from any such sale. The Agent may postpone or cause the postponement
of the sale of all or any portion of the Collateral by announcement at the time
and place of such sale, and such sale may, without further notice, be made at
the time and place to which the sale was postponed or the Agent may further
postpone such sale by announcement made at such time and place. The Agent has
no obligation to prepare the Collateral for sale. The Agent may sell or
otherwise dispose of the Collateral without giving any warranties as to the
Collateral or any part thereof, including disclaimers of any warranties of title
or the like, and each Debtor acknowledges and agrees that the absence of such
warranties shall not render the disposition commercially unreasonable.


          (c)     Without
in any way limiting the foregoing, if any Event of Default has occurred and is continuing,
the Agent shall have the right, in addition to all other rights provided herein
or by law, to take physical possession of any and all of the Collateral and
anything found therein, the right for that purpose to enter without legal
process any premises where the Collateral may be found (provided such entry be
done lawfully), and the right to maintain such possession on each Debtor’s
premises (the Debtors hereby agreeing to lease such premises without cost or
expense to the Agent or its designee if the Agent so requests) or to remove the
Collateral or any part thereof to such other places as the Agent may desire. If
any Event of Default has occurred and is 


- 17 -





continuing, the Agent shall have the right to exercise any and all
rights with respect to all Deposit Accounts of each Debtor, the right to direct
the disposition of the funds in each Deposit Account and to collect, withdraw
and receive all amounts due or to become due or payable under each such Deposit
Account. If any Event of Default has occurred and is continuing, each Debtor
shall, upon the Agent’s demand, assemble the Collateral and make it available
to the Agent at a place designated by the Agent. If the Agent exercises its
right to take possession of the Collateral, each Debtor shall also at its
expense perform any and all other steps requested by the Agent to preserve and
protect the security interest hereby granted in the Collateral, such as placing
and maintaining signs indicating the security interest of the Agent, appointing
overseers for the Collateral and maintaining Collateral records.


          (d)     Without
in any way limiting the foregoing, if any Event of Default has occurred and is
continuing, each Debtor hereby grants to the Agent and the Secured Creditors a
royalty-free irrevocable license and right to use all of such Debtor’s patents,
patent applications, patent licenses, trademarks, trademark registrations,
trademark licenses, trade names, trade styles, and similar intangibles in
connection with any foreclosure or other realization by the Agent or the
Secured Creditors on all or any part of the Collateral, provided that the
license granted hereunder shall not include any rights in any license agreement
under which the relevant Debtor is licensee which, by its terms, prohibits the
license contemplated by this Section 10(d). The license and right granted
the Agent and the Secured Creditors hereby shall be without any royalty or fee
or charge whatsoever.


          (e)     Without
in any way limiting the foregoing, if any Event of Default has occurred and is
continuing, all rights of a Debtor to exercise the voting and/or consensual
powers which it is entitled to exercise pursuant to Section 6(a)(i) hereof
and/or to receive and retain the distributions which it is entitled to receive
and retain pursuant to Section 6(a)(ii) hereof, shall, at the option of
the Agent, cease and thereupon become vested in the Agent, which, in addition
to all other rights provided herein or by law, shall then be entitled solely
and exclusively to exercise all voting and other consensual powers pertaining
to the Investment Property (including, without limitation, the right to deliver
notice of control with respect to any Investment Property held in a securities
account or commodity account and deliver all entitlement orders with respect
thereto) and/or to receive and retain the distributions which such Debtor would
otherwise have been authorized to retain pursuant to Section 6(a)(ii)
hereof and shall then be entitled solely and exclusively to exercise any and
all rights of conversion, exchange or subscription or any other rights,
privileges or options pertaining to any Investment Property as if the Agent
were the absolute owner thereof including,
without limitation, the rights to exchange, at its discretion, any and all of
the Investment Property upon the merger, consolidation, reorganization,
recapitalization or other readjustment of the respective issuer thereof or upon
the exercise by or on behalf of any such issuer or the Agent of any right, privilege
or option pertaining to any Investment Property and, in connection therewith,
to deposit and deliver any and all of the Investment Property with any
committee, depositary, transfer agent, registrar or other designated agency
upon such terms and conditions as the Agent may determine. In the event any of
the Collateral shall constitute restricted securities within the meaning of any
applicable securities laws, any disposition thereof in compliance with such
laws shall not render the disposition commercially unreasonable.


- 18 -





          (f)     The
powers conferred upon the Agent hereunder are solely to protect its interest in
the Collateral and shall not impose on it any duty to exercise such powers. The
Agent shall be deemed to have exercised reasonable care in the custody and
preservation of the Collateral in its possession or control if such Collateral
is accorded treatment substantially equivalent to that which the Agent accords
its own property, consisting of similar type assets, it being understood,
however, that the Agent shall have no responsibility for ascertaining or taking
any action with respect to calls, conversions, exchanges, maturities, tenders
or other matters relating to any such Collateral, whether or not the Agent has
or is deemed to have knowledge of such matters. This Agreement constitutes an
assignment of rights only and not an assignment of any duties or obligations of
the Debtors in any way related to the Collateral, and the Agent shall have no
duty or obligation to discharge any such duty or obligation. The Agent shall
have no responsibility for taking any necessary steps to preserve rights
against any parties with respect to any Collateral or initiating any action to
protect the Collateral against the possibility of a decline in market value.
Neither the Agent nor any party acting as attorney for the Agent shall be
liable for any acts or omissions or for any error of judgment or mistake of
fact or law other than their gross negligence or willful misconduct.


          (g)     Failure
by the Agent to exercise any right, remedy or option under this Agreement or
any other agreement between any Debtor and the Agent or provided by law, or
delay by the Agent in exercising the same, shall not operate as a waiver; and
no waiver shall be effective unless it is in writing, signed by the party
against whom such waiver is sought to be enforced and then only to the extent
specifically stated. Neither the Agent or any Secured Creditor, nor any party
acting as attorney for the Agent or any Secured Creditor, shall be liable
hereunder for any acts or omissions or for any error of judgment or mistake of
fact or law other than such person’s gross negligence or willful misconduct.
The rights and remedies of the Agent and the Secured Creditors under this
Agreement shall be cumulative and not exclusive of any other right or remedy
which the Agent or the Secured Creditors may have. For purposes of this
Agreement, an Event of Default shall be construed as continuing after its
occurrence until the same is waived or cured in writing by the Required Lenders
in accordance with the Credit Agreement.


          Section 11.     Application of Proceeds. The proceeds and
avails of the Collateral at any time received by the Agent during the existence
of any Event of Default hereunder shall, when received by the Agent in cash or
its equivalent, be applied by the Agent in reduction of, or as collateral
security for, the Obligations in accordance with the terms of the Credit
Agreement. Each Debtor shall remain liable to the Agent and the Secured
Creditors for any deficiency. Any surplus remaining after the full payment and
satisfaction of the Obligations shall be returned to the Debtors or to
whomsoever the Agent reasonably determines is lawfully entitled thereto.


           Section 12.     Continuing
Agreement. This Agreement shall be a continuing agreement in every
respect and shall remain in full force and effect until all of the Obligations,
both for principal and interest, have been fully paid and satisfied and the
commitments of the Secured Creditors to extend credit or otherwise make
financial accommodations available to the Borrowers under the Credit Agreement
have expired or otherwise been terminated. Upon each such termination of this
Agreement, the Agent shall, upon the request and at the expense of the Debtors,
forthwith release its security interest hereunder.


- 19 -





           Section 13.     Primary
Security; Obligations Absolute. The lien and security herein created
and provided for stand as direct and primary security for the Obligations. No
application of any sums received by the Agent in respect of the Collateral or
any disposition thereof to the reduction of the Obligations or any portion
thereof shall in any manner entitle any Debtor to any right, title or interest
in or to the Obligations or any collateral security therefor, whether by
subrogation or otherwise, unless and until all Obligations have been fully paid
and satisfied and the commitments of the Secured Creditors to extend credit or
otherwise make financial accommodations available to the Borrowers, or any one
of them, under the Credit Agreement have expired or otherwise have been
terminated. Each Debtor acknowledges and agrees that the lien and security
hereby created and provided for are absolute and unconditional and shall not in
any manner be affected or impaired by any acts or omissions whatsoever of the
Agent, any Secured Creditor or any other holder of any of the Obligations, and
without limiting the generality of the foregoing, the lien and security hereof
shall not be impaired by any acceptance by the Agent, any Secured Creditor or
any holder of any of the Obligations of any other security for or guarantors
upon any of the Obligations or by any failure, neglect or omission on the part
of the Agent, any Secured Creditor or any other holder of any of the
Obligations to realize upon or protect any of the Obligations or any collateral
security therefor. The lien and security hereof shall not in any manner be
impaired or affected by (and the Agent and the Secured Creditors, without notice
to anyone, are hereby authorized to make from time to time) any sale, pledge,
surrender, compromise, settlement, release, renewal, extension, indulgence,
alteration, substitution, exchange, change in, modification or disposition of
any of the Obligations, or of any collateral security therefor, or of any
guaranty thereof or of any obligor thereon. The Secured Creditors may at their
discretion at any time grant credit to the Borrowers, or any of them
individually, without notice to any Debtor in such amounts and on such terms as
the Secured Creditors may elect without in any manner impairing the lien and
security hereby created and provided for. No release, compromise or discharge
of any Debtor hereunder or with respect to any of the Obligations or any Collateral
provided by such Debtor shall release or discharge, or impair the agreements
of, any other Debtor hereunder or in any manner impair the liens and security
interests granted by any other Debtor hereunder; and the Agent may proceed
against the Collateral provided hereunder by any one or more of the Debtors
without proceeding against the other Debtors, their respective properties or
any other security or guaranty whatsoever. Without limiting the generality of
the foregoing, the requisite number of Secured Creditors (as determined in
accordance with the terms of the Credit Agreement) may at any time or from time
to time release any Debtor from its obligations hereunder or release any
Collateral or effect any compromise with any Debtor, and no such release or
compromise shall in any manner impair or otherwise effect the liens granted by,
or the obligations of, the other Debtors hereunder. In order to foreclose or
otherwise realize hereon and to exercise the rights granted the Agent hereunder
and under applicable law, there shall be no obligation on the part of the
Agent, any Secured Creditor or any other holder of any of the Obligations at
any time to first resort for payment to any Borrower or any other obligor on
any of the Obligations or to any guaranty of the Obligations or any portion
thereof or to resort to any other collateral security, property, liens or any
other rights or remedies whatsoever, and the Agent shall have the right to
enforce this instrument irrespective of whether or not other proceedings or
steps are pending seeking resort to or realization upon or from any of the
foregoing.


- 20 -





          Section 14.     The
Agent. In acting under or by virtue of this Agreement,
the Agent shall be entitled to all the rights, authority, privileges and
immunities provided in the Credit Agreement, all of which provisions of the
Credit Agreement (including, without limitation, Section 10 of the Credit
Agreement) are incorporated by reference herein with the same force and effect
as if set forth herein in their entirety. The Agent hereby disclaims any
representation or warranty to the Secured Creditors concerning the perfection
of the security interest granted hereunder or in the value of any of the
Collateral.


       SECTION 15.     PERSONAL
JURISDICTION.


          (a)     EXCLUSIVE JURISDICTION. EXCEPT
AS PROVIDED IN SECTION 15(b), THE AGENT, THE SECURED
CREDITORS AND THE DEBTORS 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 AGREEMENT, 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 AGENT, THE SECURED
CREDITORS AND THE DEBTORS ACKNOWLEDGE THAT ANY APPEALS
FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF COOK
COUNTY, ILLINOIS. EACH OF THE DEBTORS WAIVES IN ALL
DISPUTES ANY OBJECTION THAT SUCH DEBTOR MAY HAVE TO THE LOCATION OF THE
COURT CONSIDERING THE DISPUTE OR ANY OBJECTION THAT SUCH DEBTOR MAY HAVE
THAT ANY OTHER PARTY HAS NOT BEEN JOINED IN SUCH PROCEEDING.


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


          Section 16.     Miscellaneous.


          (a)     This
Agreement cannot be changed or terminated orally. This Agreement shall create a
continuing lien on and security interest in the Collateral to the extent set
forth herein and shall be binding upon each Debtor and its successors and
assigns and shall inure, together with the rights and remedies of the Agent and
the Secured Creditors hereunder, to the benefit of the Agent, the Secured
Creditors and their successors and assigns; provided, however, that no Debtor may
assign its rights or delegate its duties hereunder without the prior written
consent of the Agent and the Secured Creditors. Without limiting the generality
of the foregoing, and subject to the provisions of the Credit Agreement any
Secured Creditor as a lender may assign or otherwise 


- 21 -





transfer any indebtedness held by it secured by this Agreement to any
other person or entity, and such other person or entity shall thereupon become
vested with all the benefits in respect thereof granted to such Secured
Creditor herein or otherwise.


          (b)     Except
as otherwise specified herein, all notices hereunder shall be in writing
(including, without limitation, notice by telecopy) and shall be given to the
relevant party, and shall be deemed to have been made when given to the
relevant party, in accordance with Section 11.9 of the Credit Agreement.
All notices to the Debtors hereunder shall be made to the Company, as their
agent, in accordance with Section 11.9 of the Credit Agreement.


          (c)     No
Secured Creditor shall have the right to institute any suit, action or
proceeding in equity or at law for the foreclosure or other realization upon
any Collateral subject to this Agreement or for the execution of any trust or
power hereof or for the appointment of a receiver, or for the enforcement of
any other remedy under or upon this Agreement; it being understood and intended
that no one or more of the Secured Creditors shall have any right in any manner
whatsoever to affect, disturb or prejudice the lien and security interest of
this Agreement by its or their action or 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 for the benefit of the
Secured Creditors.


          (d)     In
the event that any provision hereof shall be deemed to be invalid or
unenforceable by reason of the operation of any law or by reason of the
interpretation placed thereon by any court, this Agreement shall be construed
as not containing such provision, but only as to such jurisdictions where such
law or interpretation is operative, and the invalidity or unenforceability of
such provision shall not affect the validity of any remaining provisions
hereof, and any and all other provisions hereof which are otherwise lawful and
valid shall remain in full force and effect.


          (e)     This
Agreement shall be deemed to have been made in the State of Illinois and shall
be governed by, and construed in accordance with, the laws of the State of
Illinois. The headings in this Agreement are for convenience of reference only
and shall not limit or otherwise affect the meaning of any provision hereof.


          (f)     This
Agreement constitutes an assignment of rights only and not an assignment of any
duties or obligations of any Debtor in any way related to the Collateral and
that the Agent and the Secured Creditors shall have no duty or obligation to
perform or discharge any such duty or obligation.


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


- 22 -





          (h)     This
Agreement may be executed in any number of counterparts and by different
parties hereto on separate counterpart signature pages, each constituting an
original, but all together one and the same agreement.


          (i)     EACH DEBTOR, THE AGENT,
AND EACH SECURED CREDITOR HEREBY IRREVOCABLY
WAIVES ANY AND ALL RIGHT TO TRIAL
BY JURY IN ANY LEGAL PROCEEDING ARISING
OUT OF OR RELATING TO THIS AGREEMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY.


          (j)     In
the event of any inconsistency between this Agreement or the Credit Agreement,
the terms of the Credit Agreement, as applicable, shall govern.


          (k)     Upon
the execution and delivery of this Agreement by the Company, the other Debtors
and the Agent, this Agreement shall supersede all provisions of the Prior
Security Agreement as of such date. Each Debtor hereby agrees that,
notwithstanding the execution and delivery of this Agreement, the liens and
security interests created and provided for under the Prior Security Agreement
continue in effect under and pursuant to the terms of this Agreement for the
benefit of all of the Obligations secured hereby. Nothing herein contained
shall in any manner affect or impair the priority of the liens and security
interests created and provided for by the Prior Security Agreement as to the
indebtedness and obligations which would otherwise be secured thereby prior to
giving effect to this Agreement.


[SIGNATURE PAGES
TO FOLLOW]

- 23 -





EXHIBIT 4.1(b)


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


	
  

 	
  

 	
  

 	
  

 
	
  

 	
  “DEBTORS”

 
	
  

 	
  

 
	
  

 	
 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.

 
	
  

 	
 J.C. Higgins Corp.

 
	
  

 	
 KDC Inc.

 


S-3









	
  

 	
  

 
	
  

 	
 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

 
	
  

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

 
	
  

 	
 Walker-J-Walker, Inc.

 


S-4










	
  

 	
  

 	
  

 	
  

 
	
  

 	
 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

	
  
 	
  
 	  
	
  
 	
       Name: 
 	 	
 John Armstrong
 
	
  
 	
  
 	  
	
  
 	
       Title: 
 	 	
 Director
 
	
  
 	
  
 	  


S-6







SCHEDULE A


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Name of Debtor

 (And Organizational No.)

 	
  

 	
 Chief Executive Office

 	
  

 	
 Additional

 Places of Business

 	
  

 	
 Location of

 Collateral Held

 by Debtor

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 EMCOR Group, Inc.

 (Delaware Corporation)

 Org. No. 2120222

 	
  

 	
 301 Merritt Seven

 Norwalk, CT 06851

 	
  

 	
  

 	
  

 	
 See Column 2

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 EMCOR Construction

 Services, Inc. (Delaware

 Corporation)

 Org. No. 2295158

 	
  

 	
 301 Merritt Seven

 Norwalk, CT 06851

 	
  

 	
 1420 Spring Hill Road

 Suite 500

 McLean, VA 22102

 	
  

 	
 See Columns 2 & 3

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 EMCOR Facilities Services, Inc.

 (Delaware Corporation)

 Org. No. 2625001

 	
  

 	
 301 Merritt Seven

 Norwalk, CT 06851

 	
  

 	
 555 Anton Blvd.

 Costa Mesa, CA 92626

 

 4050 East Cotton Center

Blvd., 

 Phoenix, AZ 85040

 

 790 Township Rd.

 Yardley, PA

 	
  

 	
 See Columns 2 & 3

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Mesa Energy Systems, Inc.

 (California Corporation)

 Org. No.1281860

 	
  

 	
 5 Vanderbilt 

 Irvine, CA 92618

 	
  

 	
 2865 Progress Place #A

 Escondido, CA 92029

 

 24051 Amador Street

 Hayward, CA 94544

 

 6550 Federal Boulevard

 Lemon Grove, CA 91965

 

 4668 No. Sonora Avenue

 Fresno, CA 93722

 

 7060 Koll Center Parkway

 Pleasanton, CA

 

 16250 Railroad Avenue

 Morgan Hill, CA 95037

 

 d/b/a Emcor Services

 Hillcrest

 4540 Easton Dr.

 Bakersfield, CA 93309

 	
  

 	
 See Columns 2 & 3

 













	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Name of Debtor

 (And Organizational No.)

 	
  

 	
 Chief Executive Office

 	
  

 	
 Additional

 Places of Business

 	
  

 	
 Location of

 Collateral Held

 by Debtor

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  31332 Via Colinas

 Unit #105

 Westlake Village, CA

 91362

 

 11295 Sunrise Gold Circle
#D

 Rancho Cordova, CA 95742

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 EMCOR International Inc.

 (Delaware Corporation)

 Org. No. 2184202

 	
  

 	
 301 Merritt Seven

 Norwalk, CT 06851

 	
  

 	
  

 	
  

 	
 See Column 2

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 EMCOR Mechanical/Electrical

 Services (East), Inc. 

 (Delaware Corporation)

 Org. No. 2293360

 	
  

 	
 301 Merritt Seven

 Norwalk, CT 06851

 	
  

 	
  

 	
  

 	
 See Column 2

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 EMCOR Energy Services, Inc.

 (Delaware Corporation)

 Org. No.2704011

 	
  

 	
 301 Merritt Seven

 Norwalk, CT 06851

 	
  

 	
 Two Penn Plaza

 New York, NY 10121

 

 505 Sansome Street

 San Francisco, CA 94111

 	
  

 	
 See Columns 2 & 3

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Heritage Mechanical Services, Inc.

 (New York Corporation)

 None

 	
  

 	
 305 Suburban Avenue

 Deer Park, NY 11729

 	
  

 	
  

 	
  

 	
 See Column 2

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Welsbach Electric Corp.

 (Delaware Corporation)

 Org. No.0780011

 	
  

 	
 111-01 14th Avenue

 College Point, NY 11356-
0252

 	
  

 	
  

 	
  

 	
 See Column 2

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Forest Electric Corp.

 (New York Corporation)

 Org. No. None

 	
  

 	
 2 Penn Plaza, Fl. 4

 New York, NY 30121



 	
  

 	
 160 Rarritan Ctr. Parkway,
Suite 18

 Edison, NJ 08837

 	
  

 	
 See Columns 2 & 3

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Welsbach Electric Corp. of L.I.

 (New York Corporation)

 Org. No. None

 	
  

 	
 300 Newtown Road

 Plainview, NY 11803



 	
  

 	
  

 	
  

 	
 See Column 2

 


A-2









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Name of Debtor

 (And Organizational No.)

 	
  

 	
 Chief Executive Office

 	
  

 	
 Additional

 Places of Business

 	
  

 	
 Location of

 Collateral Held

 by Debtor

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Penguin Maintenance and 

 Services Inc (Delaware Corporation)

 Org. No. 2251604

 	
  

 	
 26 West Street

 Brooklyn, NY 112221

 	
  

 	
  

 	
  

 	
 See Column 2

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Penguin Air Conditioning Corp.

 (New York Corporation)

 Org. No. None

 	
  

 	
 

 26 West Street

 Brooklyn, NY 11222

 	
  

 	
  

 	
  

 	
 See Column 2

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 J.C. Higgins Corp.

 (Delaware Corporation)

 Org. No. 2232450

 	
  

 	
 70 Hawes Way, Fl. 2

 Stoughton, MA 02072

 	
  

 	
 d/b/a Tucker Mechanical 

 367 Research Parkway

 Meriden, CT 06450

 	
  

 	
 See Columns 2 & 3

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Duffy Mechanical Corp.

 (Maryland Corporation)

 Org. No. D03916020

 	
  

 	
 15875 Commerce Court

 Upper Marlboro, MD

 20772

 	
  

 	
  

 	
  

 	
 See Column 2

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 EMCOR Hyre Electric Co. of

 Indiana, Inc.

 (Delaware Corporation)

 Org. No. 2267293

 	
  

 	
 2655 Garfield Avenue

 Highland, IN 46322

 	
  

 	
  

 	
  

 	
 See Column 2

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Gibson Electric Co., Inc.

 (New Jersey Corporation)

 Org. No. 0100081753

 	
  

 	
 3100 Woodcreek Drive

 Downers Grove, IL 60515

 	
  

 	
  

 	
  

 	
 See Columns 2 & 3

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 University Mechanical &

 Engineering

 Contractors, Inc. 

 (California Corporation) 

 Org. No. 527647

 	
  

 	
 1168 Fesler Street

 El Cajon, CA 92020

 	
  

 	
  

 	
  

 	
 See Column 2

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Pace Mechanical Services II, Inc.

 (Michigan Corporation)

 Org. No. 488043

 	
  

 	
 6060 Hix Road

 Westland, MI 48185

 	
  

 	
  

 	
  

 	
 See Column 2

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 University Mechanical &

 Engineering

 Contractors, Inc. 

 (Arizona Corporation)

 Org. No. 0059955-4

 	
  

 	
 1200 North Sickles Road

 Tempe, AZ 85281

 	
  

 	
  

 	
  

 	
 See Column 2

 


A-3









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Name of Debtor

 (And Organizational No.)

 	
  

 	
 Chief Executive Office

 	
  

 	
 Additional

 Places of Business

 	
  

 	
 Location of

 Collateral Held

 by Debtor

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Hansen Mechanical Contractors,

 Inc.

 (Nevada Corporation)

 Org. No. C324-1971

 	
  

 	
 6325 South Valley View Boulevard

 Las Vegas, NV 89118

 	
  

 	
  

 	
  

 	
 See Column 2

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Design Air, Limited

 (Washington Corporation)

 Org. No. 600314241

 	
  

 	
 8657 South 190th Street

 Kent, WA 98031-1270

 	
  

 	
  

 	
  

 	
 See Column 2

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Trautman & Shreve, Inc.

 (Colorado Corporation)

 Org. No. 19911078279

 	
  

 	
 4406 Race Street

 Denver, CO 80216

 	
  

 	
 322 Juanita Street

 Colorado Springs, CO

 80909

 	
  

 	
 See Columns 2 & 3

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 EMCOR Gowan, Inc.

 (Texas Corporation)

 Org. No.0022008300

 	
  

 	
 5550 Airline Drive

 Houston, TX 77076

 	
  

 	
  

 	
  

 	
 See Column 2

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Inte-Fac Corp.

 (New York Corporation)

 Org. No. None

 	
  

 	
 

 26 West Street

 Brooklyn, NY 11222

 	
  

 	
  

 	
  

 	
 See Column 2

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 MES Holdings Corporation

 (Delaware Corporation)

 Org. No. 2441388

 	
  

 	
 301 Merritt Seven

 Norwalk, CT 06851

 	
  

 	
  

 	
  

 	
 See Column 2

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 R. S. Harritan & Company, Inc.

 (Virginia Corporation)

 Org. No. 179532

 	
  

 	
 3280 Formex Road

 Richmond, VA 23224

 	
  

 	
  

 	
  

 	
 See Column 2

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Labov Mechanical, Inc.

 (Delaware Corporation)

 Org. No. 2693486

 	
  

 	
 9815 Roosevelt Blvd.

 Suite A

 Philadelphia, PA 19114

 	
  

 	
  

 	
  

 	
 See Column 2

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Labov Plumbing, Inc.

 (Delaware Corporation)

 Org. No. 2693386

 	
  

 	
 9815 Roosevelt Blvd.

 Suite A

 Philadelphia, PA 19114

 	
  

 	
  

 	
  

 	
 See Column 2

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Dynalectric Company of Ohio

 (Ohio Corporation)

 Org. No. 807660

 	
  

 	
 2300 International Street

 Columbus, OH 43228

 	
  

 	
  

 	
  

 	
 See Column 2

 


A-4









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Name of Debtor

 (And Organizational No.)

 	
  

 	
 Chief Executive Office

 	
  

 	
 Additional

 Places of Business

 	
  

 	
 Location of

 Collateral Held

 by Debtor

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Dynalectric of Michigan II, Inc.

 (Delaware Corporation)

 Org. No. 2822379

 	
  

 	
 1743 Maplelawn Avenue

 Troy, Michigan 48084

 	
  

 	
  

 	
  

 	
 See Column 2

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 The Fred B. DeBra Co.

 (Delaware Corporation)

 Org. No. 2945595

 	
  

 	
 3876 Southern Avenue

 Cincinnati, OH 45227

 	
  

 	
 1948 W. Dorothy Lane

 Dayton, OH 45439

 

 702 Parker Drive

 Maysville, KY 41056

 

 d/b/a Dynaelectric Ohio

 2300 International Street

 Columbus, OH 43228-4621

 	
  

 	
 See Column 2 & 3

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Marelich Mechanical Co., Inc.

 (California Corporation)

 Org. No. C2114848

 	
  

 	
 24041 Amador

 Hayward, CA 94544

 	
  

 	
 1000 North Kraemer Place

 Anaheim, CA 92806

 

 8670 Younger Creek Drive

 Sacramento, CA 92806

 

 1679 Enterprise Blvd.

 Sacramento, CA 95691

 	
  

 	
 See Columns 2 & 3

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Dynalectric Company

 (Delaware Corporation)

 Org. No. 2722041

 	
  

 	
 1420 Spring Hill Road, 

 #500

 McLean, VA 22102

 	
  

 	
 3145 Northwoods Parkway,

 Suite 800

 Norcross, GA 30071

 	
  

 	
 See Columns 2 & 3

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 d/b/a Ferguson Dynalectric

 of Colorado

 1410 Ford Street.

 Colorado Springs, CO

 80915

 

 345 Sheridan Boulevard

 Denver, Co 80226

 

 3555 W. Oquendo Road

 Las Vegas, NV 89118

 

 9505 Chesapeake Drive

 San Diego, CA 92123

 	
  

 	
  

 


A-5









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Name of Debtor

 (And Organizational No.)

 	
  

 	
 Chief Executive Office

 	
  

 	
 Additional

 Places of Business

 	
  

 	
 Location of

 Collateral Held

 by Debtor

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 22930 Shaw Road

 Dulles, VA 20166

 

 2904 Southwest First

 Avenue

 Portland, OR 97201

 

 497 Mueller Lane

 Newport News, VA 23606

 

 2501 SW 160th 

 Miramar, FL 33027

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 4462 Corporate Center Dr.

 Los Alamitos, CA 90702

 

 414 Brannan Street

 San Francisco, CA 94107

 

 2904 SW First Avenue

 Portland, OR 97201

 

 611 Jackson Road, Suite 

 112

 Ann Arbor, MI 48103

 

 d/b/a Wasatch Electric

 1574 South West Temple 

 Salt Lake City, UT 84115

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Dyn Specialty Contracting, Inc.

 (Virginia Corporation)

 Org. No. 295431

 	
  

 	
 1420 Spring Hill Road, 

 #500

 McLean, VA 22102

 	
  

 	
  

 	
  

 	
 See Column 2

 


A-6









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Name of Debtor

 (And Organizational No.)

 	
  

 	
 Chief Executive Office

 	
  

 	
 Additional

 Places of Business

 	
  

 	
 Location of

 Collateral Held

 by Debtor

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 KDC Inc.

 (California Corporation)

 Org. No. 770706

 	
  

 	
 4462 Corporate Center 

 Drive

 Los Alamitos, CA 90720

 	
  

 	
 d/b/a KDC Systems

 4462 Corporate Center 

 Drive

 Los Alamitos, CA 90720

 

 d/b/a KDC Systems

 2904 S. W. First Avenue

 Portland, OR 97201

 	
  

 	
 See Columns 2 & 3

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Contra Costa Electric, Inc.

 (California Corporation)

 Org. No. C0273069

 	
  

 	
 825 Howe Road

 Martinez, CA 94553

 	
  

 	
 3208 Landco Drive

 Bakersfield, CA 93308

 

 4690 East Carmen Avenue

 Fresno, CA 93703

 	
  

 	
 See Columns 2 & 3

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Dynalectric Company of Nevada

 (Nevada Corporation)

 Org. No. C238-1958

 	
  

 	
 3555 West Oquendo Rd

 Las Vegas, NV 89118

 	
  

 	
  

 	
  

 	
 See Column 2

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 EMCOR Services Northeast, Inc.

 (Massachusetts Corporation)

 Org. No. None

 	
  

 	
 80 Hawes Way

 Stoughton, MA 02072

 	
  

 	
  

 	
  

 	
 See Columns 2 & 3

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Building Technology Engineers, 
Inc.

 (Massachusetts Corporation)

 Org. No. None

 	
  

 	
 301 Merritt Seven

 Norwalk, CT 06851

 	
  

 	
 555 Anton Blvd.

 Costa Mesa, CA 92626



 	
  

 	
 See Columns 2 & 3

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Poole & Kent Company of Florida

 (Delaware Corporation)

 Org. No. 3818963

 	
  

 	
 1781 N.W. North River

 Drive

 Miami, FL 33125

 	
  

 	
 1715 Lemon Street

 Tampa, FL 33606

 


 901 North Point Parkway,

 Suite 104

 West Palm Beach, FL 

 33407

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Monumental Investment
Corporation

 (Maryland Corporation)

 Org. No. D01289180

 	
  

 	
 301 Merritt Seven

 Norwalk, CT 06851

 	
  

 	
  

 	
  

 	
 See Column 2

 


A-7







	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Name of Debtor

 (And Organizational No.)

 	
  

 	
 Chief Executive Office

 	
  

 	
 Additional

 Places of Business

 	
  

 	
 Location of

 Collateral Held

 by Debtor

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 The Poole and Kent Company
(Maryland Corporation)

 Tax I.D. 52-0017984

 Org. No. D00174458

 	
  

 	
 4530 Hollins
 Ferry Road 

 Baltimore, MD 21227

 	
  

 	
  

 	
  

 	
 See Column 2

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 The Poole and Kent Corporation
(Maryland Corporation)

 Org. No. D00174466

 	
  

 	
 4530 Hollins
 Ferry Road 

 Baltimore, MD 21227

 	
  

 	
  

 	
  

 	
 See Column 2

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 d/b/a Poole
 and Kent 

 Construction Services 

 643 Lofstrand Lane 

 Rockville, MD 20850

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 S. A. Comunale Co., Inc.
(Ohio Corporation)

 Org. No. 437451

 	
  

 	
 2900 Newpark
 Drive 

 Barberton, OH 44203

 	
  

 	
 5270 Oakwood
 Boulevard 

 Mays Landing, NJ

 	
  

 	
 See Columns 2 & 3

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 3007 Harding
 Highway East 

 Mario, OH 43302

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 1002
 International 

 Boulevard 

 Cincinnati, OH 45246

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 145 Shaffer
 Drive NE 

 Warren, OH 44484

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 1200 E. 55th
 Street, Unit B 

 Cleveland, OH 44103

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 99 North
 Broad Street 

 Phillipsburg, NJ

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 23042
 Commerce Drive 

 Farmington Hills, MI 

 48335

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Air Systems, Inc.
(California Corporation)

 Org. No.C2497209

 	
  

 	
 940
 Remillard Court 

 San Jose, CA 95122

 	
  

 	
  

 	
  

 	
 See Column 2

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Fluidics, Inc.

 (Pennsylvania Corporation)

 Org. No. 766706

 	
  

 	
 9815 Roosevelt
 Blvd., 

 Suite A 

 Philadelphia, PA 19114

 	
  

 	
  

 	
  

 	
 See Column 2

 


A-8









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Name of Debtor

 (And Organizational No.)

 	
  

 	
 Chief Executive Office

 	
  

 	
 Additional

 Places of Business

 	
  

 	
 Location of

 Collateral Held

 by Debtor

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 University Marelich Mechanical, Inc.
(Delaware Corporation)

 Org. No. 4047723

 	
  

 	
 1000 N.
 Kraemer Place 

 Anaheim, CA 92806

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Midland Fire Protection, Inc.
(Rhode Island Corporation)

 Org. No. 56289

 	
  

 	
 6 Grafton
 Street 

 Coventry, RI 02816

 	
  

 	
  

 	
  

 	
 See Column 2

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Poole and Kent-Connecticut, Inc.
(Maryland Corporation)

 Org. No. D04800199

 	
  

 	
 4530 Hollins
 Ferry Road 

 Baltimore, MD 21227

 	
  

 	
  

 	
  

 	
 See Column 2

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Poole and Kent – New England, Inc.
(Maryland Corporation)

 Org. No.D03688207

 	
  

 	
 4530 Hollins
 Ferry Road 

 Baltimore, MD 21227

 	
  

 	
  

 	
  

 	
 See Column 2

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Monumental Heating, Ventilating

 and Air Conditioning Contractors, Inc.
(Maryland Corporation)

 Org. No. D04254868

 	
  

 	
 4530 Hollins
 Ferry Road 

 Baltimore, MD 21227

 	
  

 	
  

 	
  

 	
 See Column 2

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Forti/Poole and Kent, L. L. C.

 (Maryland LLC)
Org. No. W04265096

 	
  

 	
 4530 Hollins
 Ferry Road 

 Baltimore, MD 21227

 	
  

 	
  

 	
  

 	
 See Column 2

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 HVAC, Ltd.
(Maryland Corporation)

 Org. No. D00816884

 	
  

 	
 4530 Hollins
 Ferry Road 

 Baltimore, MD 21227

 	
  

 	
  

 	
  

 	
 See Column 2

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Atlantic Coast Mechanical, Inc.
(Maryland Corporation)

 Org. No. D01557800

 	
  

 	
 4530 Hollins
 Ferry Road 

 Baltimore, MD 21227

 	
  

 	
  

 	
  

 	
 See Column 2

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Great Monument Construction Company
(Maryland Corporation)

 Org. No. D01495571

 	
  

 	
 301 Merritt
 Seven 

 Norwalk, CT 06851

 	
  

 	
  

 	
  

 	
 See Column 2

 


A-9









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Name of Debtor

 (And Organizational No.)

 	
  

 	
 Chief Executive Office

 	
  

 	
 Additional

 Places of Business

 	
  

 	
 Location of

 Collateral Held

 by Debtor

 
	
  

 
	
 EMCOR- CSI Holding Co.
(Delaware Corporation)

 Org. No. 3486633

 	
  

 	
 301 Merritt
 Seven 

 Norwalk, CT 06851

 	
  

 	
  

 	
  

 	
 See Column 2

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Border Electric Co., L.P.
(Texas Limited Partnership)

 Org. No. 0012427910

 	
  

 	
 6939
 Commerce Avenue 

 El Paso, TX 79915

 	
  

 	
  

 	
  

 	
 See Column 2

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Border Mechanical Co., L.P.
(Texas Limited Partnership)

 Org. No. 0012428010

 	
  

 	
 6939
 Commerce Avenue 

 El Paso, TX 79915

 	
  

 	
  

 	
  

 	
 See Column 2

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Central Mechanical Construction Co., Inc.
(Delaware Corporation)

 Org. No. 2892099

 	
  

 	
 631 Pecan
 Circle 

 Manhattan, KS 66502

 	
  

 	
 725 NE
 Highway 24 

 Topeka, KS 66608

 	
  

 	
 See Columns 2 & 3

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 506 East 23rd
 

 Lawrence, KS 66046

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 CS48 Acquisition Corp.
(Delaware Corporation)

 Org. No. 2955782

 	
  

 	
 301 Merritt
 Seven 

 Norwalk, CT 06851

 	
  

 	
  

 	
  

 	
 See Column 2

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 CSUSA Holdings L.L.C.
(Delaware Corporation)

 disregarded entity

 Org. No. 3467627

 	
  

 	
 301 Merritt
 Seven 

 Norwalk, CT 06851

 	
  

 	
  

 	
  

 	
 See Column 2

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 F & G Mechanical Corporation
(Delaware Corporation)

 Org. No. 2850884

 	
  

 	
 348 New
 County Road 

 Secaucus, NJ 07094

 	
  

 	
  

 	
  

 	
 See Columns 2 & 3

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 F & G Plumbing, Inc.
(New Jersey Corporation)

 Org. No. 0100873145

 	
  

 	
 348 New
 County Road 

 Secaucus, NJ 07094

 	
  

 	
  

 	
  

 	
 See Columns 2 &3

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 EMCOR Services New York/

 New Jersey, Inc.
(Delaware Corporation)

 Org. No. 2930475

 	
  

 	
 24-37 46th
 Street 

 Long Island City, NY 

 11103

 	
  

 	
 231 West
 Parkway 

 Pompton Plains, NJ 07444

 	
  

 	
 See Columns 2 & 3

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Hillcrest Sheet Metal, Inc.
(Delaware Corporation)

   Org. No. 2788607

 	
  

 	
 4540 Easton
 Drive

 Bakersfield, CA 93309

 	
  

 	
  

 	
  

 	
 See Column 2

 


A-10









	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 
	
 Name of Debtor

 (And Organizational No.)
 	
  
 	
 Chief Executive Office 
 	
  
 	
 Additional

Places of Business 
 	
  
 	
 Location of

Collateral Held

by Debtor 
 
	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 
	
 Illingworth-Kilgust Mechanical, Inc.
(Delaware Corporation)

 Org. No. 2913106
 	
  
 	
 6950 Gisholt
 Drive 

 Madison, WI 53713
 	
  
 	
 615 South
 89th Street 

 Milwaukee, WI 53214
 	
  
 	
 See Column 2 and 3
 
	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 
	
 Kuempel Service, Inc.
(Ohio Corporation)

 Org. No. 581186
 	
  
 	
 3876
 Southern Avenue 

 Cincinnati, OH 45227
 	
  
 	
  
 	
  
 	
 See Columns 2 & 3
 
	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 
	
 Lowrie Electric Company, Inc.
(Tennessee Corporation)

 Org. No. 0154850
 	
  
 	
 7520
 Bartlett Corporate 

 Cove, East 

 Bartlett, TN 38133
 	
  
 	
  
 	
  
 	
 See Column 2
 
	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 
	
 Mandell Mechanical Corporation
(New York Corporation)

 Org. No. None
 	
  
 	
 250 West 57th
 Street, 

 Suite 1427-28 

 New York, NY 30107
 	
  
 	
 24-37 46th
 Street 

 Long Island City, NY 

 11103
 	
  
 	
 See Columns 2 & 3
 
	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 
	
 Maximum Refrigeration & Air Conditioning Corp.
(Delaware Corporation)

 Org. No. 2892098
 	
  
 	
 348 New
 County Rd 

 Secaucus, NJ 07094
 	
  
 	
  
 	
  
 	
 See Column 2
 
	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 
	
 Meadowlands Fire Protection Corp.
(New Jersey Corporation)

 Org. No. 0100215829
 	
  
 	
 348 New
 County Rd 

 Secaucus, NJ 07094
 	
  
 	
  
 	
  
 	
 See Column 2
 
	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 
	
 Nogle & Black Mechanical, Inc.
(Delaware Corporation)

 Org. No. 0100076108
 	
  
 	
 1406 W.
 Cardinal Court 

 Urbana, IL 61803
 	
  
 	
  
 	
  
 	
 See Column 2
 
	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 
	
 North Jersey Mechanical Contractors, Inc.
(New Jersey Corporation)

 Org. No. 0100076108
 	
  
 	
 2 North
 Street, Suite 2B 

 Waldwick, NJ 07463
 	
  
 	
  
 	
  
 	
 See Columns 2 & 3
 
	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 
	
 Shambaugh & Son, L.P.
(Texas Limited Partnership)

 Org. No. 002169710
 	
  
 	
 7614
 Opportunity Drive 

 Fort Wayne, IN 46825
 	
  
 	
 Shambaugh
 & Son, L.P. 

 Detroit Fire Protection 

 21667 Melrose Avenue 

 Southfield, MI 48075
 	
  
 	
 See Columns 2 & 3
 


A-11









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Name of Debtor

(And Organizational No.) 

 	
  

 	
 Chief Executive Office 

 	
  

 	
 Additional

Places of Business 

 	
  

 	
 Location of

Collateral Held

by Debtor 

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 Shambaugh
 & Son, L.P. 

 South Bend Mechanical 

 13738 E. Jefferson Blvd. 

 Mishawaka, IN 46545

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 Shambaugh
 & Son, L.P. 

 Ed Grace Division 

 2600 Duncan Road 

 Lafayette, IN 47904

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 Advanced
 Systems 

 Computer Consultants 

 4711 Speedway Drive 

 Fort Wayne, IN 46825

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 Advanced
 Systems Group, Inc. 4711 Speedway Drive Fort Wayne, IN 46825

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 Shambaugh
 & Son, L.P.

 Lafayette Electric Division 

 2600 Duncan Road 

 Lafayette, IN 47904

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 Shambaugh
 & Son, L.P. 

 Toledo Fire Protection 

 212 West Wayne Street 

 Maumee, OH 43537

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 d/b/a Pace
 Mechanical 

 Services 

 6060 Hix Road 

 Westland, MI 48185

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 Shambaugh
 & Son, L.P. 

 Indianapolis Electric 

 Division 

 1010 E. Summer Avenue 

 Indianapolis, IN 46227

 	
  

 	
  

 


A-12









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Name of Debtor

(And Organizational No.) 

 	
  

 	
 Chief Executive Office 

 	
  

 	
 Additional

Places of Business 

 	
  

 	
 Location of

Collateral Held

by Debtor 

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 d/b/a Havel
 Brothers 

 7525 DiSalle Blvd. 

 Fort Wayne, IN 46825

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 d/b/a Havel
 Brothers 

 Sugar Maple Court 

 South Bend, IN 46628

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 d/b/a Havel
 Brothers 

 5128 W 79th Street 

 Indianapolis, IN 46268

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 Shambaugh
 & Son, L.P. 

 South Bend Fire Protection 

 13738 E. Jefferson Blvd. 

 Mishawaka, IN 46545

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 Shambaugh
 & Son, L.P. 

 2820 Thatcher Road 

 Downers Grove, IL 60515

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 d/b/a Havel
 Brothers 

 8233 Neptune, Suite 1 

 Kalamazoo, MI 49009

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 The Fagan Company
(Kansas Corporation)

 Org. No. 630954

 	
  

 	
 3125
 Brinkerhoff Road 

 Kansas City, KS 66115

 	
  

 	
 14 E. 1st 

 Fort Scott, KS 66701

 	
  

 	
 See Columns 2 & 3

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Walker-J-Walker, Inc.
(Tennessee Corporation)

 Org. No. 0033339

 	
  

 	
 6045 E.
 Shelby Dr. #3 

 Memphis, TN 38141

 	
  

 	
  

 	
  

 	
 See Column 2

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 EMCOR Government Services, Inc.
(Maryland Corporation)

 Org. No. D03903283

 	
  

 	
 320 23rd
 Street South, 

 Suite 100 

 Arlington, VA 22202

 	
  

 	
  

 	
  

 	
 See Column 2

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 EMCOR Services Arizona, Inc.
(Delaware Corporation)

   Org. No. 4550552

 	
  

 	
 4050 East
 Cotton Center

 Blvd., Suite 40 

Phoenix, Arizona 22202

 	
  

 	
  

 	
  

 	
 See Column 2

 


A-13









	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 
	
 Name of Debtor

(And Organizational No.) 
 	
  
 	
 Chief Executive Office 
 	
  
 	
 Additional

Places of Business 
 	
  
 	
 Location of

Collateral Held

by Debtor 
 
	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 
	
 Aircond Corporation
(Georgia Corporation)

 Org No. J202485
 	
  
 	
 400 Lake
 Ridge Drive,

 S.E. 

 Smyrna, GA 30082
 	
  
 	
 485 Buford
 Drive 

 Lawrenceville, GA 30045
 	
  
 	
 See Columns 2 & 3
 
	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
  
 	
  
 	
 4480
 Riverside Drive 

 Macon, GA 31210
 	
  
 	
  
 
	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
  
 	
  
 	
 2770 West
 Point Road 

 Lagrange, GA 30240
 	
  
 	
  
 
	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
  
 	
  
 	
 2450
 Lakeland Road, Suite 

 1 

 Dalton, GA 30721
 	
  
 	
  
 
	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
  
 	
  
 	
 700 Gracern
 Road 

 Columbia, SC 29210-7651
 	
  
 	
  
 
	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
  
 	
  
 	
 120 Old Mill
 Road, Suite G 

 Greenvile, SC 29607
 	
  
 	
  
 
	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
  
 	
  
 	
 4314 Belair
 Frontage Road, 

 Suite F 

 Augusta, GA 30909
 	
  
 	
  
 
	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 
	
 The Betlem Service Corporation
(New York Corporation)

 Org. No. None
 	
  
 	
 704 Clinton
 Avenue, 

 South 

 Rochester, NY 14620
 	
  
 	
  
 	
  
 	
 See Columns 2 & 3
 
	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 
	
 CES Facilities Management

 Services, Inc.
(Maryland Corporation)

 Org. No. D05515994
 	
  
 	
 320 23rd
 Street South, 

 Suite 100 

 Arlington, VA 22202
 	
  
 	
  
 	
  
 	
 See Column 2
 
	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 
	
 Combustioneer Corporation
(Maryland Corporation)

 Org. No. D03050507
 	
  
 	
 643
 Lofstrand Lane 

 Rockville, MD 20850
 	
  
 	
  
 	
  
 	
 See Column 2
 
	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 
	
 EMCOR Services Team

 Mechanical, Inc.
(Delaware Corporation)

 Org No. 4026937
 	
  
 	
 960
 Industrial Road 

 Unit 2 

 Elmhurst, IL 60126
 	
  
 	
  
 	
  
 	
 See Column 2
 


A-14









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Name of Debtor

(And Organizational No.) 

 	
  

 	
 Chief Executive Office 

 	
  

 	
 Additional

Places of Business 

 	
  

 	
 Location of

Collateral Held

by Debtor 

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 New England Mechanical Services of

 Massachusetts, Inc.
(Massachusetts Corporation)

 Org. No. None

 	
  

 	
 17 Third
 Street 

 Palmer, MA 01069

 	
  

 	
  

 	
  

 	
 See Column 2

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 New England Mechanical Services,

 Inc.
(Connecticut Corporation)

 Org. No. 0033131

 	
  

 	
 166 Tunnel
 Road 

 Vernon, CT 06066

 	
  

 	
 30 Linden
 Drive 

 Trumbull, CT 06611

 	
  

 	
 See Columns 2 & 3

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 690 Asylum
 Avenue 

 Hartford, CT 06105

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 3 Shaw’s
 Cove 

 New London, CT 06320

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 17 Third
 Street 

 Palmer, MA 01069

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 203 Concord
 Street 

 Pawtucket, RI 02860

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Trimech Plumbing L.L.C.
(Delaware Limited Liability Corp.)

 Org. No. 3463843

 	
  

 	
 231 West
 Parkway 

 Pompton Plains, NJ 

 07444

 	
  

 	
  

 	
  

 	
 See Column 2

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Viox Services, Inc.
(Ohio Corporation)

 Org. No. 470852

 	
  

 	
 15 W.
 Voorhees Street 

 Cincinnati, OH 07444

 	
  

 	
 2020 15th
 Street 

 Columbus, IN 47201

 	
  

 	
 See Columns 2 & 3

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 1144 East
 Market Street 

 Akron, OH 44316

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 F & G Management, Inc.
(Delaware Corporation)

 Org. No. 3581028

 	
  

 	
 301 Merritt
 Seven 

 Norwalk, CT 06851

 	
  

 	
  

 	
  

 	
 See Column 2

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 FR X Ohmstede Acquisitions Co.
(Delaware Corporation)

 Org. No. 4168905

 	
  

 	
 937 Pine St.
 

 Beaumont, TX 77701

 	
  

 	
  

 	
  

 	
 See Column 2

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 HNT Holdings Inc.
(Delaware Corporation)

 Org. No. 3372290

 	
  

 	
 937 Pine St.
 

 Beaumont, TX 77701

 	
  

 	
  

 	
  

 	
 See Column 2

 


A-15









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Name of Debtor

(And Organizational No.) 

 	
  

 	
 Chief Executive Office 

 	
  

 	
 Additional

Places of Business 

 	
  

 	
 Location of

Collateral Held

by Debtor 

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Ohmstede Partners LLC
(Delaware LLC)

 Org. No. 3388080

 	
  

 	
 937 Pine St.
 

 Beaumont, TX 77701

 	
  

 	
  

 	
  

 	
 See Column 2

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Ohmstede Holdings LLC
(Delaware LLC)

 Org. No. 3388083

 	
  

 	
 937 Pine St.
 

 Beaumont, TX 77701

 	
  

 	
  

 	
  

 	
 See Column 2

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Ohmstede Ltd.
(Texas Limited Partnership)

 Org. No. 00151033-10

 	
  

 	
 937 Pine St.
 

 Beaumont, TX 77701

 	
  

 	
 895 N. Main
 Street 

 Beaumont, TX 77701

 	
  

 	
 See Columns 2 & 3

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 410 Flato
 Rd. 

 Corpus Christi, TX 78405

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 12415
 Highway 225 

 LaPorte, TX 77571

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 4250 Highway
 30 

 St. Gabriel, LA 70776

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 420545
 Belshaw Avenue 

 Carson, CA 90745

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 1750 Swisco
 Rd. 

 Sulphur, LA 70665

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Ohmstede Industrial Services Inc.
(Texas Corporation)

 Org. No. 117921700

 	
  

 	
 937 Pine St.
 

 Beaumont, TX 77701

 	
  

 	
  

 	
  

 	
 See Column 2

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Beaumont Real Estate Holding

 Company
(Texas Corporation)

 Org. No. 800104306

 	
  

 	
 937 Pine St.
 

 Beaumont, TX 77701

 	
  

 	
  

 	
  

 	
 See Column 2

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Performance Mechanical, Inc.
(California Corporation)

 Org. No. C1186280

 	
  

 	
 701
 Willowpass Road 

 Pittsburg, CA 94565

 	
  

 	
  

 	
  

 	
 See Column 2

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Redman Equipment &

 Manufacturing Company
(California Corporation)

 Org. No. C0431393

 	
  

 	
 19800 S.
 Normandie 

 Avenue 

 Torrance, CA 90502-1182

 	
  

 	
  

 	
  

 	
 See Column 2

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Professional Mechanical

 Contractors, L.L.C.
(Connecticut Corporation)

 Org. No. 0516430

 	
  

 	
 65 Kreiger
 Lane 

 Glastonbury, CT 06033

 	
  

 	
  

 	
  

 	
 See Column 2

 


A-16









	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 
	
 Name of Debtor

(And Organizational No.) 
 	
  
 	
 Chief Executive Office 
 	
  
 	
 Additional

Places of Business 
 	
  
 	
 Location of

Collateral Held

by Debtor 
 
	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 
	
 Mechanical Services of Central

 Florida, Inc.
(Florida Corporation)

 Document No. P03000008527
 	
  
 	
 9820
 Satelite Blvd.

 Orlando, FL 32837
 	
  
 	
  
 	
  
 	
 See Column 2
 
	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 
	
 MOR PPM, Inc.
(South Carolina Company)

 Org No. None
 	
  
 	
 1127 South
 Main Street

 Society Hill, NC 29593
 	
  
 	
  
 	
  
 	
 See Column 2
 
	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 
	
 L.T. Mechanical, Inc.
(North Carolina Corporation)

 Org. No. 0649719
 	
  
 	
 5940 General
 Commerce

 Drive

 Charlotte, NC 28213
 	
  
 	
  
 	
  
 	
 See Column 2
 


A-17






SCHEDULE B


TRADE NAMES


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Debtor’s Name

 	
  

 	
  Prior Legal Name in Past

 5 Years

 	
  

 	
 Trade Names/Names in Past 5

 Years

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 EMCOR Group, Inc.

 	
  

 	
 None

 	
  

 	
 None

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 EMCOR Construction Services, Inc.

 	
  

 	
 EMCOR Construction Holding Services, Inc. (DE) EMCOR Mechanical/Electrical
 Services (Midwest), Inc.; EMCOR Mechanical/Electrical Services (South), Inc.;
 EMCOR Mechanical/Electrical Services (West), Inc. - each in DE

 	
  

 	
 None

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 EMCOR Facilities Services, Inc.

 	
  

 	
 None

 	
  

 	
 EMCOR Energy Services

 
	
  

 	
  

 	
  

 	
  

 	
 EMCOR Industrial Services Consulting Group

 
	
  

 	
  

 	
  

 	
  

 	
 Efacilities 

 
	
  

 	
  

 	
  

 	
  

 	
 Chicago Fire Protection Group

 
	
  

 	
  

 	
  

 	
  

 	
 Facilities Knowledge Center (with respect
 to the Phoenix, AZ property)

 
	
  

 	
  

 	
  

 	
  

 	
 EMCOR Customer Solutions Center

 
	
  

 	
  

 	
  

 	
  

 	
 EMCOR Mobile Services

 
	
  

 	
  

 	
  

 	
  

 	
 EMCOR Mechanical Services

 
	
  

 	
  

 	
  

 	
  

 	
 EMCOR Services

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Mesa Energy Systems, Inc.

 	
  

 	
 None

 	
  

 	
 EMCOR Services Integrated Solutions

 
	
  

 	
  

 	
  

 	
  

 	
 EMCOR Service VSD

 
	
  

 	
  

 	
  

 	
  

 	
 EMCOR Services Fuller Air Conditioning

 
	
  

 	
  

 	
  

 	
  

 	
 EMCOR Services ARC

 
	
  

 	
  

 	
  

 	
  

 	
 EMCOR Services Fuller (re the Lemon Grove,
 CA property)

 
	
  

 	
  

 	
  

 	
  

 	
 EMCOR Service Fuller Air

 
	
  

 	
  

 	
  

 	
  

 	
 EMCOR Services Mesa 

 
	
  

 	
  

 	
  

 	
  

 	
 Hillcrest Air Conditioning 

 
	
  

 	
  

 	
  

 	
  

 	
 Hillcrest Sheet Metal

 
	
  

 	
  

 	
  

 	
  

 	
 EMCOR Service Mesa

 












	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Debtor’s Name

 	
  

 	
 Prior Legal Name in Past

 5 Years

 	
  

 	
 Trade Names/Names in Past 5

 Years

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 EMCOR International Inc.

 	
  

 	
 None

 	
  

 	
 None

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 EMCOR Mechanical/ Electrical Services (East), Inc.

 	
  

 	
 None

 	
  

 	
 None

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 EMCOR Energy Services, Inc.

 	
  

 	
 EMCOR Energy & Technologies, Inc. (DE)

 	
  

 	
 EMCOR Energy

 EMCOR Energy Services

 
	
  

 	
  

 	
 Newcomb Anderson Associates (CA)

 	
  

 	
 EMCOR Telecom

 EMCOR Technologies

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Heritage Mechanical Services, Inc.

 	
  

 	
 Heritage Mandell Mechanical Services, Inc. (NY)

 	
  

 	
 EMCOR Service Heritage Air Systems

 Heritage Air Systems

 Heritage Mechanical Services

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Welsbach Electric Corp.

 	
  

 	
 None

 	
  

 	
 Tech Serv

 Broadway Maintenance

 Serota Signs

 AZCO Modular Structures

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Forest Electric Corp.

 	
  

 	
 None

 	
  

 	
 Forest Datacom Services

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Welsbach Electric Corp. of L.I.

 	
  

 	
 None

 	
  

 	
 Broadway Maintenance Forest/Welsbach
 Technical Services

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Penguin Maintenance and Services Inc.

 	
  

 	
 None

 	
  

 	
 Broadway Maintenance & Service

 Broadway Electrical Maintenance

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Penguin Air Conditioning Corp.

 	
  

 	
 None

 	
  

 	
 Penguin Broadway Electrical Maintenance

 
	
  

 	
  

 	
  

 	
  

 	
 EMCOR Service Penguin Air Penguin Broadway Maintenace & Service

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 J. C. Higgins Corp.

 	
  

 	
 None

 	
  

 	
 Tucker Mechanical

 
	
  

 	
  

 	
  

 	
  

 	
 EMCOR Service Tucker Mechanical

 J.C. Higgins

 J.C. Higgins Service Company

 Gibbs-McAllister

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Duffy Mechanical Corp.

 	
  

 	
 None

 	
  

 	
 Duffy Mechanical

 


B-2









	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Debtor’s Name

 	
  

 	
 Prior Legal Name in Past

 5 Years

 	
  

 	
 Trade Names/Names in Past 5

 Years

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 EMCOR Hyre Electric Co. of Indiana, Inc.

 	
  

 	
 JWP/Hyre Electric Co. of Indiana, Inc. (DE)

 	
  

 	
 Hyre Electric

 JWP Electrical Services of Ohio

 JWP Hyre Electric of Ohio

 JWP/Hyre Electric of Ohio

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Gibson Electric Co., Inc.

 	
  

 	
 None

 	
  

 	
 Gibson Electric

 
	
  

 	
  

 	
  

 	
  

 	
 EMCOR Technologies

 
	
  

 	
  

 	
  

 	
  

 	
 Gibson Electric and Technologies

 Communication and Data Services

 Gibson Technologies

 Gibson Electric & Technology Solutions

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 University Mechanical & Engineering Contractors, Inc. (California
 Corporation)

 	
  

 	
 None

 	
  

 	
 Spira-Loc University Industrial Services

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Pace Mechanical Services II, Inc.

 	
  

 	
 Pace Mechanical Services, Inc.

 	
  

 	
 EMCOR Service Pace Mechanical

 
	
  

 	
  

 	
  

 	
  

 	
 EMCOR Service Pace Mechanical Services,
 Inc.

 
	
  

 	
  

 	
  

 	
  

 	
 EMCOR Pace Mechanical Services, Inc. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 University Mechanical & Engineering Contractors, Inc. (Arizona
 Corporation)

 	
  

 	
 None

 	
  

 	
 None

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Hansen Mechanical Contractors, Inc.

 	
  

 	
 None

 	
  

 	
 None

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Design Air, Limited

 	
  

 	
 None

 	
  

 	
 None

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Trautman & Shreve, Inc.

 	
  

 	
 None

 	
  

 	
 None

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 EMCOR Gowan, Inc.

 	
  

 	
 None

 	
  

 	
 Gowan, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
 The Warren Company

 
	
  

 	
  

 	
  

 	
  

 	
 Gowco

 Gowco, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
 Systems Commissioning

 
	
  

 	
  

 	
  

 	
  

 	
 Gowan Sheet Metal

 Gowan Sheet Metal, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
 EMCOR Service Gowan

 
	
  

 	
  

 	
  

 	
  

 	
 EMCOR Service Gowan, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Inte-Fac Corp.

 	
  

 	
 None

 	
  

 	
 None

 


B-3









	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Debtor’s Name

 	
  

 	
 Prior Legal Name in Past

 5 Years

 	
  

 	
 Trade Names/Names in Past 5

 Years

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 MES Holdings Corporation

 	
  

 	
 None

 	
  

 	
 None

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 R. S. Harritan & Company, Inc.

 	
  

 	
 None

 	
  

 	
 None

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Labov Mechanical, Inc.

 	
  

 	
 None

 	
  

 	
 Labov Mechanical Contractors

 
	
  

 	
  

 	
  

 	
  

 	
 EMCOR Services Labov

 EMCOR Service Labov

 EMCOR Services Labov Mechanical

 EMCOR Services Fluidics Labov

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Labov Plumbing, Inc.

 	
  

 	
 None

 	
  

 	
 None

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Dynalectric Company of Ohio

 	
  

 	
 None

 	
  

 	
 None

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Dynalectric of Michigan II, Inc.

 	
  

 	
 Dynalectric of Michigan, Inc.

 	
  

 	
 John Miller Electric & Technologies

 Dynalectric Michigan

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 The Fred B. DeBra Co.

 	
  

 	
 None

 	
  

 	
 DeBra Kuempel

 
	
  

 	
  

 	
  

 	
  

 	
 EMCOR Service DeBra-Kuempel

 
	
  

 	
  

 	
  

 	
  

 	
 EMCOR Service Automated Controls

 
	
  

 	
  

 	
  

 	
  

 	
 Dynalectric Ohio

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Marelich Mechanical Co., Inc.

 	
  

 	
 None

 	
  

 	
 Control Systems Specialist

 
	
  

 	
  

 	
  

 	
  

 	
 University Marelich Mechanical

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Dynalectric Company

 	
  

 	
 None

 	
  

 	
 Dynatran

 
	
  

 	
  

 	
  

 	
  

 	
 Ferguson Dynalectric of Colorado

 
	
  

 	
  

 	
  

 	
  

 	
 Wasatch

 Wasatch Electric

 
	
  

 	
  

 	
  

 	
  

 	
 Dynalectric Information Technologies

 
	
  

 	
  

 	
  

 	
  

 	
 Dynalectric Service & Systems Group

 
	
  

 	
  

 	
  

 	
  

 	
 EMCOR Construction Services

 
	
  

 	
  

 	
  

 	
  

 	
 Dynatechnologies

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 DYN Specialty Contracting, Inc.

 	
  

 	
 None

 	
  

 	
 None

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 KDC Inc.

 	
  

 	
 None

 	
  

 	
 KDC Systems

 
	
  

 	
  

 	
  

 	
  

 	
 Dynalectric

 IDMA

 KDC Systems

 Kirkwood Dynalectric Systems

 


B-4









	
  
 	
  
 	
  
 	
  
 	
  
 
	
 Debtor’s Name
 	
  
 	
 Prior Legal Name in Past

 5 Years
 	
  
 	
 Trade Names/Names in Past 5

 Years
 
	
  
 	
  
 	
  
 	
  
 	
  
 
	
 Contra Costa Electric, Inc.
 	
  
 	
 None
 	
  
 	
 None
 
	
  
 	
  
 	
  
 	
  
 	
  
 
	
 Dynalectric Company of Nevada
 	
  
 	
 None
 	
  
 	
 None
 
	
  
 	
  
 	
  
 	
  
 	
  
 
	
 EMCOR Services Northeast, Inc.
 	
  
 	
 Balco, Inc. (MA)
 	
  
 	
 EMCOR Services Balco/J.C. Higgins
 
	
  
 	
  
 	
 Commonwealth Air Conditioning and Heating, Inc. (MA)
 	
  
 	
 EMCOR Services CommAir
 
	
  
 	
  
 	
  
 	
  
 	
 EMCOR Services CommAir/Balco
 
	
  
 	
  
 	
  
 	
  
 	
 EMCOR Services Northeast Balco/J.C. Higgins
 
	
  
 	
  
 	
  
 	
  
 	
 EMCOR Services Northeast CommAir
 
	
  
 	
  
 	
  
 	
  
 	
 EMCOR Services Northeast CommAir Balco

 EMCOR Services Balco
 
	
  
 	
  
 	
  
 	
  
 	
  
 
	
 Building Technology Engineers, Inc.
 	
  
 	
 None
 	
  
 	
 BTE (Massachusetts), Inc.
 
	
  
 	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
  
 	
  
 	
 BTE of Massachusetts
 
	
  
 	
  
 	
  
 	
  
 	
 Building Operations Technologies of Mass
 
	
  
 	
  
 	
  
 	
  
 	
 Building Technology, Inc.
 
	
  
 	
  
 	
  
 	
  
 	
 Building Technology
 
	
  
 	
  
 	
  
 	
  
 	
  
 
	
 Poole & Kent Company of Florida
 	
  
 	
 None
 	
  
 	
 None
 
	
  
 	
  
 	
  
 	
  
 	
  
 
	
 Monumental Investment Corporation
 	
  
 	
 None
 	
  
 	
 None
 
	
  
 	
  
 	
  
 	
  
 	
  
 
	
 The Poole and Kent Corporation
 	
  
 	
 None
 	
  
 	
 Duffy Mechanical

 EMCOR Services Poole and Kent
 
	
  
 	
  
 	
  
 	
  
 	
 Poole and Kent Construction Services
 
	
 The Poole and Kent Company
 	
  
 	
 None
 	
  
 	
 EMCOR Service Poole and Kent
 
	
  
 	
  
 	
  
 	
  
 	
 EMCOR Service Poole and Kent Northern
 Operations
 
	
  
 	
  
 	
  
 	
  
 	
 EMCOR Service Poole and Kent Southern
 Operations
 
	
  
 	
  
 	
  
 	
  
 	
 The Poole and Kent Company
    of Maryland
 


B-5









	
  
 	
  
 	
  
 	
  
 	
  
 
	
 Debtor’s Name
 	
  
 	
  Prior Legal Name in Past

 5 Years
 	
  
 	
  Trade Names/Names in Past 5

 Years
 
	
  
 	
  
 	
  
 	
  
 	
  
 
	
 S. A. Comunale Co., Inc.
 	
  
 	
 None
 	
  
 	
 None
 
	
  
 	
  
 	
  
 	
  
 	
  
 
	
 Air Systems, Inc.
 	
  
 	
 Air Systems Acquisition, Inc.
 	
  
 	
 EMCOR Services Air Systems
 
	
  
 	
  
 	
 San Jose Air Systems, Inc.
 	
  
 	
 EMCOR Services
 
	
  
 	
  
 	
  
 	
  
 	
  
 
	
 Fluidics, Inc.
 	
  
 	
 Wredna, Inc. (DE) and QLR Corporation (DE)
 	
  
 	
 EMCOR Services Fluidics
 
	
  
 	
  
 	
  
 	
  
 	
  
 
	
 University Marelich Mechanical Co., Inc.
 	
  
 	
 None
 	
  
 	
 None
 
	
  
 	
  
 	
  
 	
  
 	
  
 
	
 Midland Fire Protection, Inc.
 	
  
 	
 None
 	
  
 	
 None
 
	
  
 	
  
 	
  
 	
  
 	
  
 
	
 Poole and Kent-Connecticut, Inc.
 	
  
 	
 Environmental Engineering Company (MD)
 	
  
 	
 None
 
	
  
 	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
 Poole and Kent Distributors, Inc. (MD)
 	
  
 	
  
 
	
  
 	
  
 	
  
 	
  
 	
  
 
	
 Poole and Kent - New England, Inc.
 	
  
 	
 None
 	
  
 	
 None
 
	
  
 	
  
 	
  
 	
  
 	
  
 
	
 Monumental Heating, Ventilating and Air Conditioning Contractors,
 Inc.
 	
  
 	
 None
 	
  
 	
 None
 
	
  
 	
  
 	
  
 	
  
 	
  
 
	
 Forti/Poole and Kent, LLC
 	
  
 	
 None
 	
  
 	
 None
 
	
  
 	
  
 	
  
 	
  
 	
  
 
	
 HVAC, Ltd.
 	
  
 	
 None
 	
  
 	
 None
 
	
  
 	
  
 	
  
 	
  
 	
  
 
	
 Atlantic Coast Mechanical, Inc.
 	
  
 	
 None
 	
  
 	
 None
 
	
  
 	
  
 	
  
 	
  
 	
  
 
	
 Great Monument Construction Company
 	
  
 	
 None
 	
  
 	
 None
 
	
  
 	
  
 	
  
 	
  
 	
  
 
	
 EMCOR-CSI Holding Co.
 	
  
 	
 None
 	
  
 	
 None
 
	
  
 	
  
 	
  
 	
  
 	
  
 
	
 Border Electric Co., L.P.
 	
  
 	
 None
 	
  
 	
 None
 
	
  
 	
  
 	
  
 	
  
 	
  
 
	
 Border Mechanical Co., L.P.
 	
  
 	
 None
 	
  
 	
 None
 
	
  
 	
  
 	
  
 	
  
 	
  
 
	
 Central Mechanical Construction Co., Inc.
 	
  
 	
 None
 	
  
 	
 None.
 


B-6









	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Debtor’s Name

 	
  

 	
  Prior Legal Name in Past

 5 Years

 	
  

 	
  Trade Names/Names in Past 5

 Years

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 CS48 Acquisition Corp.

 	
  

 	
 None

 	
  

 	
 None

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 CSUSA Holdings L.L.C.

 	
  

 	
 None

 	
  

 	
 None

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 F & G Mechanical Corporation

 	
  

 	
 None

 	
  

 	
 EMCOR Services F & G Mechanical

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 F & G Plumbing, Inc.

 	
  

 	
 None

 	
  

 	
 None

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 EMCOR Services New York/New Jersey, Inc.

 	
  

 	
 Gotham Air Conditioning Service, Inc. (DE)

 	
  

 	
 EMCOR Services Gotham Air

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Trimech Corporation (NJ)

 	
  

 	
 EMCOR Services Trimech

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Hillcrest Sheet Metal, Inc.

 	
  

 	
 None

 	
  

 	
 Healthy Air Ducts

 
	
  

 	
  

 	
  

 	
  

 	
 Hillcrest Air Conditioning

 EMCOR Services Hillcrest

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Illingworth-Kilgust Mechanical, Inc.

 	
  

 	
 Kilgust Mechanical, Inc.

 	
  

 	
 
Illingworth-Kilgust Mechanical

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Kuempel Service, Inc.

 	
  

 	
 None

 	
  

 	
 EMCOR Service DeBra Kuempel

 
	
  

 	
  

 	
  

 	
  

 	
 DeBra Kuempel

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Lowrie Electric Company, Inc.

 	
  

 	
 None

 	
  

 	
 None

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Mandell Mechanical Corporation

 	
  

 	
 None

 	
  

 	
 Heritage Mandell

 Heritage Mechanical

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Maximum Refrigeration & Air Conditioning Corp.

 	
  

 	
 None

 	
  

 	
 None

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Meadowlands Fire Protection Corp.

 	
  

 	
 None

 	
  

 	
 None

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Nogle & Black Mechanical, Inc.

 	
  

 	
 None

 	
  

 	
 None

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 North Jersey Mechanical Contractors, Inc.

 	
  

 	
 None

 	
  

 	
 NJM Service

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 North Jersey Maximum Mechanical

   TCF, Inc.

 


B-7









	
  
 	
  
 	
  
 	
  
 	
  
 
	
 Debtor’s Name
 	
  
 	
 Prior Legal Name in Past

 5 Years
 	
  
 	
 Trade Names/Names in Past 5

 Years
 
	
  
 	
  
 	
  
 	
  
 	
  
 
	
 Shambaugh & Son, L.P.
 	
  
 	
 None
 	
  
 	
 Havel Brothers
 
	
  
 	
  
 	
  
 	
  
 	
 Ed Grace
 
	
  
 	
  
 	
  
 	
  
 	
 Guardian Fire Protection
 
	
  
 	
  
 	
  
 	
  
 	
 Acoustics
 
	
  
 	
  
 	
  
 	
  
 	
 Advanced Systems Group
 
	
  
 	
  
 	
  
 	
  
 	
 Advanced Systems Computer Consultants
 
	
  
 	
  
 	
  
 	
  
 	
 Havel

 Guardian Fire Protection Systems

 Pace Mechanical Services

 EMCOR Facility Services

 EMCOR Construction Services

 Shambaugh Fire Protection

 Dynalectric Michigan

 Advanced Systems Computer Consulting
 
	
  
 	
  
 	
  
 	
  
 	
  
 
	
 The Fagan Company
 	
  
 	
 None
 	
  
 	
 KC Fab
 
	
  
 	
  
 	
  
 	
  
 	
 Fagan Supermarket Refrigeration
 
	
  
 	
  
 	
  
 	
  
 	
  
 
	
 Walker-J-Walker, Inc.
 	
  
 	
 None
 	
  
 	
 EMCOR Service Walker
 
	
  
 	
  
 	
  
 	
  
 	
 EMCOR Services Walker J. Walker
 
	
  
 	
  
 	
  
 	
  
 	
  
 
	
 EMCOR Government Services, Inc.
 	
  
 	
 Consolidated Engineering Services, Inc. (MD)
 	
  
 	
 Consolidated Services, Inc.

 EMCOR Services

 Consolidated Services of Maryland, Inc.
 
	
  
 	
  
 	
  
 	
  
 	
 Consolidated Engineering Services, Inc.

 Consolidated Engineering Services
 
	
  
 	
  
 	
  
 	
  
 	
  
 
	
 Aircond Corporation
 	
  
 	
 None
 	
  
 	
 EMCOR Services Aircond

 EMCOR Services Integrated Solutions

 EMCOR Service Integrated Services
 
	
  
 	
  
 	
  
 	
  
 	
  
 
	
 The Betlem Service Corporation
 	
  
 	
 None
 	
  
 	
 EMCOR Services Betlem Residential
 
	
  
 	
  
 	
  
 	
  
 	
 EMCOR Services Betlem Service

 EMCOR Services betlem
 
	
  
 	
  
 	
  
 	
  
 	
  
 
	
 CES Facilities Management

   Services, Inc.
 	
  
 	
 None
 	
  
 	
 None
 


B-8









	
  
 	
  
 	
  
 	
  
 	
  
 
	
 Debtor’s Name
 	
  
 	
 Prior Legal Name in Past

 5 Years
 	
  
 	
 Trade Names/Names in Past 5

 Years
 
	
  
 	
  
 	
  
 	
  
 	
  
 
	
 Combustioneer Corporation
 	
  
 	
 None
 	
  
 	
 EMCOR Services Combustioneer

 EMCOR Services Mid-Atlantic
 
	
  
 	
  
 	
  
 	
  
 	
  
 
	
 EMCOR Services Team Mechanical, Inc.
 	
  
 	
 EMCOR Services Midwest, inc.
 	
  
 	
 EMCOR Services Hayes Mechanical

 Midwesco Services

 EMCOR Midwesco Services

 Team Mechanical

 EMCOR Services Midwest
 
	
  
 	
  
 	
  
 	
  
 	
  
 
	
 New England Mechanical Services of Massachusetts, Inc.
 	
  
 	
 None
 	
  
 	
 None
 
	
  
 	
  
 	
  
 	
  
 	
  
 
	
 New England Mechanical Services, Inc.
 	
  
 	
 None
 	
  
 	
 NEMSI
 
	
  
 
	
  
 	
  
 	
  
 	
  
 	
 EMCOR Services New England Mechanical
 
	
  
 	
  
 	
  
 	
  
 	
  
 
	
 Trimech Plumbing L.L.C.
 	
  
 	
 None
 	
  
 	
 None
 
	
  
 	
  
 	
  
 	
  
 	
  
 
	
 Viox Services, Inc.
 	
  
 	
 None
 	
  
 	
 None
 
	
 F & G Management, Inc.
 	
  
 	
 None
 	
  
 	
 None
 
	
  
 	
  
 	
  
 	
  
 	
  
 
	
 FR X Ohmstede Acquisitions Co.
 	
  
 	
 None
 	
  
 	
 None
 
	
  
 	
  
 	
  
 	
  
 	
  
 
	
 Ohmstede Partners LLC
 	
  
 	
 None
 	
  
 	
 None
 
	
  
 	
  
 	
  
 	
  
 	
  
 
	
 Beaumont Real Estate Holding Company
 	
  
 	
 None
 	
  
 	
 None
 
	
  
 	
  
 	
  
 	
  
 	
  
 
	
 HNT Holdings Inc.
 	
  
 	
 None
 	
  
 	
 None
 
	
  
 	
  
 	
  
 	
  
 	
  
 
	
 Ohmstede Industrial Services Inc.
 	
  
 	
 Hydraulic Extractor Services, Inc.
 	
  
 	
 None
 
	
  
 	
  
 	
  
 	
  
 	
  
 
	
 Ohmstede Holdings LLC
 	
  
 	
 None
 	
  
 	
 None
 
	
  
 	
  
 	
  
 	
  
 	
  
 
	
 Ohmstede Ltd.
 	
  
 	
 Ohmstede LP
 	
  
 	
 Ohmstede Ltd., LP

 Ohmstede Ltd., Limited Partnership
 
	
  
 	
  
 	
  
 	
  
 	
  
 
	
 Performance Mechanical, Inc.
 	
  
 	
 None
 	
  
 	
 None
 
	
  
 	
  
 	
  
 	
  
 	
  
 
	
 Redman Equipment and 

   Manufacturing Company
 	
  
 	
 None
 	
  
 	
 None
 


B-9









	
  
 	
  
 	
  
 	
  
 	
  
 
	
 Debtor’s Name
 	
  
 	
 Prior Legal Name in Past

 5 Years
 	
  
 	
 Trade Names/Names in Past 5

 Years
 
	
  
 	
  
 	
  
 	
  
 	
  
 
	
 Professional Mechanical Contractors, LLC
 	
  
 	
 None
 	
  
 	
 None
 
	
  
 	
  
 	
  
 	
  
 	
  
 
	
 Mechanical Services of Central Florida, Inc.
 	
  
 	
 None
 	
  
 	
 EMCOR Services Integrated Solutions of Florida

 EMCOR Services MSI – Mechanical Services
 
	
  
 	
  
 	
  
 	
  
 	
  
 
	
 MOR PPM, Inc.
 	
  
 	
 None
 	
  
 	
  
 
	
  
 	
  
 	
  
 	
  
 	
  
 
	
 L.T. Mechanical, Inc.
 	
  
 	
 None
 	
  
 	
 EMCOR Services L.T. Mechanical
 
	
  
 	
  
 	
  
 	
  
 	
  
 
	
 EMCOR Services Arizona, Inc.
 	
  
 	
 None
 	
  
 	
 None
 


B-10







Schedule C
Intellectual Property



Trademarks and Trademark Applications: EMCOR Group,
Inc.


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 TRADEMARK

 	
 COUNTRY

 	
 STATUS

 	
 APP. NO.

 	
 FILED

 	
 REG. NO.

 	
 REGISTERED

 
	
 Be There
 For Life

 	
 CANADA

 	
 PENDING

 	
 1,341,139

 	
 03/28/2007

 	
  

 	
  

 
	
 Be There
 For Life

 	
 EUROPEAN
 UNION (CT)

 	
 PENDING

 	
 005835699

 	
 04/17/2007

 	
  

 	
  

 
	
 Be There
 For Life

 	
 UNITED
 STATES

 	
 PENDING

 	
 77/027,226

 	
 10/23/2006

 	
  

 	
  

 
	
 Design

 	
 EUROPEAN
 UNION (CT)

 	
 PENDING

 	
 004986816

 	
 03/30/2006

 	
  

 	
  

 
	
 Design

 	
 SOUTH
 AFRICA

 	
 REGISTERED

 	
 2001/12319

 	
 7/17/2001

 	
 2001/12319

 	
 3/15/2006

 
	
 Design

 	
 SOUTH
 AFRICA

 	
 PENDING

 	
 2001/12318

 	
 7/17/2001

 	
  

 	
  

 
	
 Diamond
 Design

 	
 CANADA

 	
 REGISTERED

 	
 1,227,886

 	
 8/20/2004

 	
 662,032

 	
 3/31/2006

 
	
 Diamond
 Design

 	
 CANADA

 	
 PENDING

 	
 1,296,603

 	
 04/04/2006

 	
  

 	
  

 
	
 Diamond
 Design

 	
 UNITED
 STATES

 	
 REGISTERED

 	
 76/197,550

 	
 1/19/2001

 	
 2,563,476

 	
 4/23/2002

 
	
 Drake
 & Scull

 	
 UNITED
 ARAB EMR

 	
 REGISTERED

 	
 48216

 	
 06/23/2002

 	
 35824

 	
 01/15/2003

 
	
 Drake
 & Scull International

 	
 UNITED
 ARAB EMR

 	
 REGISTERED

 	
 48215

 	
 06/23/2002

 	
 35823

 	
 01/15/2003

 
	
 EFS

 	
 EUROPEAN
 UNION (CTM)

 	
 REGISTERED

 	
 002348464

 	
 8/22/2001

 	
 002348464

 	
 6/10/2003

 
	
 EFS

 	
 SOUTH
 AFRICA

 	
 REGISTERED

 	
 2001/13770

 	
 8/10/2001

 	
 2001/13770

 	
 7/11/2006

 
	
 EFS

 	
 UNITED
 KINGDOM

 	
 REGISTERED

 	
 2278738

 	
 8/23/2001

 	
 2278738

 	
 8/23/2001

 
	
 EFS

 	
 UNITED
 STATES

 	
 REGISTERED

 	
 76/123,985

 	
 9/ 7/2000

 	
 2,940,330

 	
 4/12/2005

 
	
 EFS -
 FACILITIES

 	
 SOUTH
 AFRICA

 	
 REGISTERED

 	
 2001/13772

 	
 8/10/2001

 	
 2001/13772

 	
 7/11/2006

 
	
 EFS -
 FACILITIES

 	
 UNITED
 ARAB EMR

 	
 REGISTERED

 	
 44911

 	
 10/30/2001

 	
 35128

 	
 12/14/2002

 
	
 EFS -
 FACILITIES

 	
 EUROPEAN
 UNION (CTM)

 	
 REGISTERED

 	
 002349108

 	
 8/22/2001

 	
 002349108

 	
 7/29/2003

 
	
 EFS -
 FACILITIES

 	
 UNITED
 KINGDOM

 	
 REGISTERED

 	
 2278740

 	
 8/23/2001

 	
 2278740

 	
 8/23/2001

 
	
 EFS - FACILITIES

 	
 SOUTH
 AFRICA

 	
 REGISTERED

 	
 2001/13771

 	
 8/10/2001

 	
 2001/13771

 	
 7/11/2006

 
	
 EMCOR

 	
 CANADA

 	
 REGISTERED

 	
 1,227,764

 	
 8/20/2004

 	
 651,736

 	
 10/25/2005

 
	
 EMCOR

 	
 CANADA

 	
 REGISTERED

 	
 1,296,682

 	
 4/04/2006

 	
 690,311

 	
 06/20/2007

 
	
 EMCOR

 	
 EUROPEAN
 UNION (CT)

 	
 PENDING

 	
 004986857

 	
 3/30/2006

 	
  

 	
  

 
	
 EMCOR

 	
 UNITED
 ARAB EMR

 	
 REGISTERED

 	
 66590

 	
 1/18/2005

 	
 54490

 	
 07/19/2005

 
	
 EMCOR
 & Design

 	
 CANADA

 	
 PENDING

 	
 1,296,605

 	
 4/4/2006

 	
  

 	
  

 
	
 EMCOR
 & Design

 	
 EUROPEAN
 UNION (CT)

 	
 PENDING

 	
 004986733

 	
 3/30/2006

 	
  

 	
  

 
	
 EMCOR
 & Design

 	
 UNITED
 STATES

 	
 REGISTERED

 	
 75/895,899

 	
 1/12/2000

 	
 2,562,923

 	
 4/23/2002

 
	
 EMCOR
 SERVICE

 	
 UNITED
 STATES

 	
 REGISTERED

 	
 75/895,801

 	
 1/12/2000

 	
 2,575,099

 	
 6/ 4/2002

 
	
 EMCOR.
 TAKING KIDSAFETY TO THE STREET

 	
 CANADA

 	
 REGISTERED

 	
 1,295,595

 	
 3/28/2006

 	
 692378

 	
 7/19/2007

 
	
 EMCOR.
 TAKING 

 	
 EUROPEAN
 UNION 

 	
 PENDING

 	
 004987012

 	
 3/30/2006

 	
  

 	
  

 


C-1









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 TRADEMARK

 	
 COUNTRY

 	
 STATUS

 	
 APP. NO.

 	
 FILED

 	
 REG. NO.

 	
 REGISTERED

 
	
 KIDSAFETY
 TO THE STREET

 	
 (CT)

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 EMCOR.
 TAKING KIDSAFETY TO THE STREET

 	
 UNITED
 STATES

 	
 REGISTERED

 	
 78/704,379

 	
 8/31/2005

 	
 3,202,939

 	
 1/23/2007

 
	
 FACILITIES
 EDGE

 	
 EUROPEAN
 UNION (CTM)

 	
 REGISTERED

 	
 002361426

 	
 9/ 3/2001

 	
 002361426

 	
 7/29/2003

 
	
 FACILITIES
 EDGE

 	
 UNITED
 ARAB EMR

 	
 REGISTERED

 	
 44904

 	
 10/30/2001

 	
 35083

 	
 12/10/2002

 
	
 FACILITIES
 EDGE

 	
 UNITED
 STATES

 	
 REGISTERED

 	
 76/308,780

 	
 9/ 4/2001

 	
 2,751,080

 	
 8/12/2003

 
	
 FACILITIES
 EDGE

 	
 SOUTH
 AFRICA

 	
 REGISTERED

 	
 2001/14991

 	
 8/29/2001

 	
 2001/14991

 	
 3/29/2006

 
	
 FACILITIES
 EDGE

 	
 SOUTH
 AFRICA

 	
 REGISTERED

 	
 2001/14992

 	
 8/29/2001

 	
 2001/14992

 	
 3/29/2006

 
	
 FACILITIES
 EDGE

 	
 SOUTH
 AFRICA

 	
 REGISTERED

 	
 2001/14993

 	
 8/29/2001

 	
 2001/14993

 	
 3/29/2006

 
	
 FACILITIES
 SERVICES TO THE POWER OF E

 	
 EUROPEAN
 UNION (CTM)

 	
 REGISTERED

 	
 002347367

 	
 8/22/2001

 	
 002347367

 	
 7/29/2003

 
	
 FACILITIES
 SERVICES TO THE POWER OF E

 	
 UNITED
 KINGDOM

 	
 REGISTERED

 	
 2278742

 	
 8/23/2001

 	
 2278742

 	
 8/23/2001

 
	
 FACILITIES
 SERVICES TO THE POWER OF E

 	
 SOUTH
 AFRICA

 	
 REGISTERED

 	
 2001/13774

 	
 8/10/2001

 	
 2001/13774

 	
 3/15/2006

 
	
 FACILITIES
 SERVICES TO THE POWER OF E

 	
 UNITED
 STATES

 	
 PENDING

 	
 76/296,634

 	
 8/ 8/2001

 	
  

 	
  

 
	
 FE
 (stylized)

 	
 UNITED
 STATES

 	
 REGISTERED

 	
 76/297,396

 	
 8/ 8/2001

 	
 2,753,922

 	
 8/19/2003

 
	
 FE
 (stylized)

 	
 UNITED
 KINGDOM

 	
 REGISTERED

 	
 2278750

 	
 8/23/2001

 	
 2278750

 	
 8/23/2001

 
	
 FE (stylized)

 	
 SOUTH
 AFRICA

 	
 REGISTERED

 	
 2001/14231

 	
 8/17/2001

 	
 2001/14231

 	
 11/10/2006

 
	
 FE
 (stylized)

 	
 EUROPEAN
 UNION (CTM)

 	
 REGISTERED

 	
 002348597

 	
 8/22/2001

 	
 002348597

 	
 7/29/2003

 
	
 KNOWLEDGE
 IN ACTION

 	
 SOUTH
 AFRICA

 	
 REGISTERED

 	
 2001/12275

 	
 7/16/2001

 	
 2001/12275

 	
 12/12/2005

 
	
 KNOWLEDGE
 IN ACTION

 	
 UNITED
 STATES

 	
 REGISTERED

 	
 76/197,324

 	
 1/19/2001

 	
 2,648,390

 	
 11/12/2002

 
	
 KNOWLEDGE
 IN ACTION

 	
 OMAN

 	
 REGISTERED

 	
 25925

 	
 7/17/2001

 	
 25925

 	
 9/21/2005

 
	
 KNOWLEDGE
 IN ACTION

 	
 OMAN

 	
 REGISTERED

 	
 25924

 	
 7/17/2001

 	
 25924

 	
 9/21/2005

 
	
 KNOWLEDGE
 IN ACTION

 	
 EUROPEAN
 UNION (CTM)

 	
 REGISTERED

 	
 002302230

 	
 7/16/2001

 	
 002302230

 	
 12/15/2003

 
	
 THE POWER
 OF E

 	
 EUROPEAN
 UNION (CTM)

 	
 REGISTERED

 	
 002347656

 	
 8/22/2001

 	
 002347656

 	
 7/29/2003

 
	
 THE POWER
 OF E

 	
 UNITED
 KINGDOM

 	
 REGISTERED

 	
 2278743

 	
 8/23/2001

 	
 2278743

 	
 8/23/2001

 
	
 THE POWER
 OF E

 	
 SOUTH
 AFRICA

 	
 REGISTERED

 	
 2001/13773

 	
 8/10/2001

 	
 2001/13773

 	
 3/15/2006

 



Trademarks and Trademark Applications: CES Facilities Management
Services


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 TRADEMARK

 	
 COUNTRY

 	
 STATUS

 	
 APP. NO.

 	
 FILED

 	
 REG. NO.

 	
 REGISTERED

 
	
 CES

 	
 UNITED
 STATES

 	
 REGISTERED

 	
 76,087,071

 	
 7/11/2000

 	
 2,583,464

 	
 6/18/2002

 




C-2








Trademarks and Trademark Applications: Fluidics, Inc.


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 TRADEMARK

 	
 COUNTRY

 	
 STATUS

 	
 APP. NO.

 	
 FILED

 	
 REG. NO.

 	
 REGISTERED

 
	
 F & Design

 	
 CANADA

 	
 REGISTERED

 	
 745047

 	
 1/12/1994

 	
 455,787

 	
 3/22/1996

 
	
 F & Design

 	
 UNITED
 STATES

 	
 REGISTERED

 	
 74/413,681

 	
 7/16/1993

 	
 1,895,331

 	
 5/23/1995

 
	
 FLUIDICS

 	
 CANADA

 	
 REGISTERED

 	
 745063

 	
 1/12/1994

 	
 447,654

 	
 9/15/1995

 
	
 FLUIDICS

 	
 UNITED
 STATES

 	
 REGISTERED

 	
 75/975,919

 	
 7/16/1993

 	
 2,086,132

 	
 8/15/1997

 
	
 FLUIDICS

 	
 UNITED STATES

 	
 REGISTERED

 	
 74/413,680

 	
 7/16/1993

 	
 2,085,139

 	
 8/5/1997

 



No other Debtor owns any intellectual property rights. 


C-3








SCHEDULE D


INVESTMENT PROPERTY


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 INVESTMENTS

 	
  

 	
 AMOUNT OF INVESTMENT

 	
  

 	
 PAYEE OR HOLDER

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 1.

 	
 State of
 Israel Bonds

 	
  

 	
 $40,000
 aggregate principal amount

 	
  

 	
 Welsbach
 Electric Corp.

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 2.

 	
 Colony
 Holdings Ltd.

 (Bermuda)

 	
  

 	
 60,000
 shares —12% interest

 	
  

 	
 Monumental
 Investment Corp.

 	
  

 
	
 3.

 	
 Baltimore
 Ravens

 	
  

 	
 License
 (right) for 16 seats

 	
  

 	
 The Poole
 & Kent Corporation

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 4.

 	
 T.P.C. of
 Boston

 	
  

 	
 $35,000
 investment in country club membership

 	
  

 	
 J. C.
 Higgins Corp.

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 5.

 	
 Cash
 Surrender Value of split dollar insurance policy 

 	
  

 	
 $1,229,000

 	
  

 	
 Penguin Air
 Condition Corp.

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 6.

 	
 Cash
 Surrender Value of split dollar life insurance policy

 	
  

 	
 $709,000 

 	
  

 	
 Shambaugh
 & Son, LP

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 7.

 	
 EMCOR
 Facilities Services Ltd. (Dubai - Jebel Ali Free Zone)

 	
  

 	
 25% Interest

 	
  

 	
 EMCOR (Cayman
 Islands) No. 2 Ltd.

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 8.

 	
 F & G
 Mechanical Inc.

 (New York)

 	
  

 	
 90 shares –
 45% interest

 	
  

 	
 F&G
 Mechanical Corp.

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 9.

 	
 C & H
 Services LLC

 	
  

 	
 50% Interest

 	
  

 	
 Ohmstede
 Ltd.

 	
  

 










SCHEDULE E


DEPOSIT ACCOUNTS


Deposit
Accounts are set forth in the Side Letter.






SCHEDULE F


COMMERCIAL TORT CLAIMS


NONE


C-2








Schedule F


Supplement to Security Agreement


          THIS
SUPPLEMENT TO SECURITY AGREEMENT (the
“Supplement”) is dated as of this _____ day of
_____________, 20__ from _________________________, a(n) _____________ corporation/limited
liability company/partnership (the “Debtor”), to Bank of
Montreal, in its capacity as collateral agent for itself and certain other
lenders (the “Agent”).


P r e l i m i n a r y  S t a t e m e n t s


          A.     The
Debtors and the Agent are parties to that certain Third Amended and Restated
    Security Agreement dated as of February 4, 2010 (such Third Amended and Restated
Security Agreement, as the same may from time to time be amended, modified or
restated, being hereinafter referred to as the “Security Agreement”). All
capitalized terms used herein without definition shall have the same meanings
herein as such terms are defined in the Security Agreement.


          B.     Pursuant
to the Security Agreement, the Debtors granted to the Agent, among other
things, a continuing security interest in all Commercial Tort Claims.


          C.     The
Debtor has acquired a Commercial Tort Claim, and executes and delivers this
Supplement to confirm and assure the Agent’s security interest therein.


          NOW,
THEREFORE, in consideration of the benefits accruing to
the Debtors, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Debtor agrees as follows:


          1.     In
order to secure payment of the Obligations, whether now existing or hereafter
arising, the Debtor does hereby grant to the Agent a continuing lien on and
security interest in the Commercial Tort Claim described below:


	
  

 	
  

 
	
  

 	 

 
	
  

 	
  

 
	
  

 	 

 
	
  

 	
  

 
	
  

 	 

 
	
  

 	
  

 
	
  

 	 

 


          2.     Schedule
F (Commercial Tort Claims) to the Security Agreement is hereby amended to
include reference to the Commercial Tort Claim referred to in Section 1 above.
The Commercial Tort Claim described herein is in addition to, and not in
substitution or replacement for, the Commercial Tort Claims heretofore
described in and subject to the Security Agreement, and nothing contained
herein shall in any manner impair the priority of the liens and security
interests heretofore granted by the Debtors in favor of the Agent under the
Security Agreement.





          3.     The
Debtor agrees to execute and deliver such further instruments and documents and
do such further acts and things as the Agent may deem necessary or proper to
carry out more effectively the purposes of this Supplement.


          4.     No
reference to this Supplement need be made in the Security Agreement or in any
other document or instrument making reference to the Security Agreement, any
reference to the Security Agreement in any of such items to be deemed a
reference to the Security Agreement as supplemented hereby. The Debtor
acknowledges that this Supplement shall be effective upon its execution and
delivery by the Debtor to the Agent, and it shall not be necessary for the
Agent to execute this Supplement or any other acceptance hereof or otherwise to
signify or express its acceptance hereof.


          5.     This
Agreement shall be governed by and construed in accordance with the laws of the
State of Illinois (without regard to principles of conflicts of law).


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
[Insert Name of Debtor]

 
	
  

 	
  

 	
  

 
	
  

 	
 By

 	
  

 
	
  

 	
  

 	 

 
	
  

 	
  

 	
 Name

 	
  

 
	
  

 	
  

 	
  

 	 

 
	
  

 	
  

 	
 Title

 	
  

 
	
  

 	
  

 	
  

 	 

 


F-2






Schedule G


Assumption and Supplemental Security Agreement


          THIS
AGREEMENT dated as of this _____ day of ______________,
200__ from [new debtor], a __________ corporation/limited liability
company/partnership (the “New Debtor”), to Bank of Montreal (“BMO”),
as collateral agent for the Secured Creditors (defined in the Security
Agreement hereinafter identified and defined) (BMO acting as such collateral
agent and any successor or successors to BMO in such capacity being hereinafter
referred to as the “Agent”);


W i t n e s s e t h  t h a t:


          WHEREAS,
EMCOR Group, Inc. (the “Company”) and certain other parties
have executed and delivered to the Agent that certain Third Amended and Restated
Security Agreement dated as of February 4, 2010 or supplements thereto (such
Third Amended and Restated Security Agreement, as the same may from time to
time be modified or amended, including supplements thereto which add additional
parties as Debtors thereunder, being hereinafter referred to as the “Security
Agreement”) pursuant to which such parties (the “Existing Debtors”) have
granted to the Agent for the benefit of the Secured Creditors a lien on and
security interest in such Existing Debtors’ Collateral (as such term is defined
in the Security Agreement) to secure the Obligations (as such term is defined
in the Security Agreement) of the Borrowers referred to therein owing to the
Agent and the Secured Creditors arising out of or related to the Credit
Agreement referred to therein; and


          WHEREAS,
the Borrowers provide the New Debtor with substantial financial,
managerial, administrative, technical and design support and the New Debtor
will directly and substantially benefit from credit and other financial
accommodations extended and to be extended by the Secured Creditors 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 Secured Creditors from time to time, the
New Debtor hereby agrees as follows:


          1.     The
New Debtor acknowledges and agrees that it shall become a “Debtor” party to the
Security Agreement effective upon the date the New Debtor’s execution of this Agreement
and the delivery of this Agreement to the Agent, and that upon such execution
and delivery, all references in the Security Agreement to the terms “Debtor” or
“Debtors” shall be deemed to include the New Debtor. Without limiting the
generality of the foregoing, the New Debtor hereby repeats and reaffirms all
grants (including the grant of a lien and security interest), covenants,
agreements, representations and warranties contained in the Security Agreement
as amended hereby, each and all of which are and shall remain applicable to the
Collateral from time to time owned by the New Debtor or in which the New Debtor
from time to time has any rights. Without limiting the foregoing, in order to
secure payment of the Obligations, whether now existing or hereafter arising,
the New Debtor does hereby grant to the Agent for the benefit 





of the Secured Creditors, and hereby agrees that the Agent has and
shall continue to have for the benefit of the Secured Creditors a continuing
security interest in, among other things, all of the New Debtor’s Collateral
(as such term is defined in the Security Agreement), including, without
limitation, all of the New Debtor’s Receivables, Leases, General Intangibles,
Inventory, Equipment, Investment Property, Pledged Notes, and all of the other
Collateral described in, and subject to the limitations set forth in, Section
2 of the Security Agreement, each and all of such granting clauses being
incorporated herein by reference with the same force and effect as if set forth
in their entirety except that all references in such clauses to the Existing
Debtors or any of them shall be deemed to include references to the New Debtor.
Nothing contained herein shall in any manner impair the priority of the liens
and security interests heretofore granted in favor of the Agent under the
Security Agreement.


          2.     Schedules
A-E to the Security Agreement shall be supplemented by the information stated
below with respect to the New Debtor:


Supplement to Schedule A


	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Location of

 
	
 Name of Debtor

 	
  

 	
 Additional

 	
 Collateral Held

 
	
 (And Organization No.)

 	
 Chief Executive Office

 	
 Places of Business

 	
 by Debtor

 


Supplement to Schedule B


	
  

 	
  

 	
  

 
	
 Debtor’s Name

 	
 Prior Legal 

 	
 Trade Names/

 
	
  

 	
 Name

 	
 Names in Past 5 Years

 


 


	
  

 	
  

 	
  

 
	
  

 	
 Supplement to Schedule C

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 Intellectual Property Rights

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	 

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	 

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 Supplement to Schedule D

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 Investment Property

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	 

 	
  

 


G-2









	
  

 	
  

 	
  

 
	
  

 	 

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 Supplement to Schedule E

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 Deposit Accounts

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	 

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	 

 	
  

 






	
  

 	
  

 	
  

 
	
  

 	
 Supplement to Schedule F

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 Commercial Tort Claims

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	 

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	 

 	
  

 


          3.     The
New Debtor hereby acknowledges and agrees that the Obligations are secured by
all of the Collateral according to, and otherwise on and subject to, the terms
and conditions of the Security Agreement to the same extent and with the same
force and effect as if the New Debtor had originally been one of the Existing
Debtors under the Security Agreement and had originally executed the same as
such an Existing Debtor.


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


          5.     The
New Debtor agrees to execute and deliver such further instruments and documents
and do such further acts and things as the Agent may reasonably deem necessary
or proper to carry out more effectively the purposes of this Agreement.


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


G-3





          7.     This
Agreement shall be governed by and construed in accordance with the State of
Illinois (without regard to principles of conflicts of law).


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  [New
 Debtor]

 
	
  

 	
  

 	
  

 
	
  

 	
 By

 	
  

 
	
  

 	
  

 	 

 
	
  

 	
  

 	
 Name

 	
  

 
	
  

 	
  

 	
  

 	 

 
	
  

 	
  

 	
 Title

 	
  

 
	
  

 	
  

 	
  

 	 

 


G-4