EXHIBIT 4.1(c)


THIRD
AMENDED AND RESTATED PLEDGE AGREEMENT


          This Third
Amended and Restated Pledge Agreement (the “Agreement”) is dated
as of February 4, 2010, by and among the parties executing this Agreement under
the heading
“Pledgors” 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 C, being hereinafter referred to collectively as the “Pledgors”
and individually as a “Pledgor”) 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 Pledgors, heretofore executed and delivered to Harris N.A.
(“Harris”)
that certain Second Amended and Restated Pledge Agreement dated as of September
19, 2007 (such Second Amended and Restated Pledge Agreement, as the same has
been amended and supplemented, being hereinafter referred to as the “Prior
Pledge Agreement”) pursuant to which certain Pledgors granted Harris
a lien on and continuing security interest in certain personal property of such
Pledgors 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”),
(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 2, 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,
as a condition precedent to 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(c)-PlegeAgrmt

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Term Loan Agreement, BMO and Harris are terminating the Intercreditor
Agreement (as defined in the Prior Pledge Agreement), and Harris is resigning
as collateral agent under the Prior Pledge 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 Pledgor grant to the Agent
for the benefit of the Lenders a lien on and security interest in certain
personal property of such Pledgor pursuant to this Agreement, and, in
connection therewith, that the Prior Pledge Agreement be amended and restated
in its entirety to read as set forth in this Agreement;


          WHEREAS,
the Borrowers and the other Pledgors 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 Pledgors 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,
except as indicated on Schedule A attached hereto, the
Company owns, directly or indirectly, all or substantially all of the equity
interests in each Pledgor (other than the Company), and the Borrowers provide
each Pledgor with financial, management, administrative, and technical support
which enables such Pledgor to conduct its business in an orderly and efficient
manner in the ordinary course; and 


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


          NOW,
THEREFORE, for and in
consideration of 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 “Pledgor” and
“Pledgors” as used herein shall mean and include the Pledgors collectively and
also each individually, with all grants, representations, warranties and
covenants of and by the Pledgors, or any of them, herein contained to
constitute joint and several grants, representations, warranties and covenants
of and by the Pledgors; 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 Pledged Securities shall
be made by each Pledgor only with respect to the Pledged Securities owned by it
or represented by such Pledgor as owned by it.


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SECTION
2.      GRANT OF SECURITY INTEREST  IN THE PLEDGED
SECURITIES; OBLIGATIONS SECURED. 


          (a)     Subject
to the terms of the Credit Agreement, each Pledgor hereby pledges and deposits
with the Agent, and grants to the Agent a security interest in, in each case
for the benefit of the Secured Creditors, and acknowledges and agrees that the
Agent has and shall continue to have for the benefit of the Secured Creditors a
continuing security interest in, any and all right, title and interest of such
Pledgor, whether now existing or hereafter acquired or arising, in and to
(i) all shares of the capital stock or other equity interests of each
Restricted Subsidiary owned or held by such Pledgor, whether now existing or
hereafter formed or acquired (those of such shares delivered to and deposited
with the Agent concurrently herewith being listed and described on Schedule A
as of the date hereof), (ii) all substitutions and additions to such
shares or other equity interests, (iii) all dividends, distributions and
sums distributable or payable from, upon or in respect of such shares or other
equity interests, (iv) all other rights or privileges incident to such
shares or other equity interests, and (v) all proceeds and products of any
of the foregoing (such shares, equity interests and all other of the foregoing
being hereinafter sometimes referred to as the “Pledged Securities”); provided,
however, that the Pledged Securities hereunder shall not include any
interest held by a Pledgor in the capital stock of any of its Unrestricted
Subsidiaries or any of its Foreign Subsidiaries; provided further however
that the pledge and security interest created hereby shall remain subject in
all respects to the provisions of Section 4.1 of the Credit Agreement.


          (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 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 Pledgors, or any of them individually, arising out of any
guaranty issued by the Borrowers or the Pledgors, 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 Pledgors, 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, the Guaranties or any other Loan Document; in each case, whether now
existing or hereafter arising (and whether arising before or after the filing
of a petition in bankruptcy), due or to become due, direct or indirect,
absolute or contingent, and howsoever evidenced, held or acquired, and owing in
any currency; and (ii) any 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 Pledged Securities hereby (all of the foregoing being
hereinafter referred to as the “Obligations”). Notwithstanding anything
in this Agreement to the contrary, the right of


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recovery against any Pledgor under this Agreement shall not exceed $1
less than the lowest amount which would render such Pledgor’s obligations under
this Agreement void or voidable under applicable law, including fraudulent
conveyance law.


SECTION
3.      COVENANTS, REPRESENTATIONS AND
WARRANTIES. 


          Subject to
the terms of the Credit Agreement, each Pledgor hereby covenants and agrees
with, and represents and warrants to, the Agent and the Secured Creditors as
follows:


	
  

 	
  

 
	
  

 	
              (a)     The
 certificates for all shares of stock, equity interests and other securities
 owned by each Pledgor (other than securities evidencing an ownership interest
 in any entity whose total assets are less than or equal to $5,000,000) in
 each case to the extent certificated now or at any time constituting the
 Pledged Securities shall be delivered 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. The Agent may at any time after the occurrence of an
 Event of Default and during the continuance thereof cause to be transferred
 into its name or the name of its nominee or nominees any and all of the
 Pledged Securities hereunder. The Agent shall at all times have the right to
 exchange the certificates representing the Pledged Securities for
 certificates of smaller or larger denominations.

 
	
  

 	
  

 
	
  

 	
              (b)     Each
 Pledgor is and will be the sole and lawful legal and beneficial owner of all
 of the Pledged Securities deposited by such Pledgor hereunder. Each Pledgor
 agrees not to sell, assign, pledge or otherwise dispose of any of such
 Pledgor’s Pledged Securities or any interest therein except for the security
 interest granted to the Agent hereunder and liens permitted by
 Sections 4.1 and 7.11 of the Credit Agreement and except for the sale or
 other disposition of Pledged Securities permitted by the Credit Agreement
 (including, without limitation, Sections 7.14 and 7.15 of the Credit
 Agreement). In the case of such permitted sale, disposition or dissolution,
 the Agent shall release the lien upon such Pledged Securities and deliver
 such Pledged Securities to the relevant Pledgor. The Pledged Securities are
 and will be free and clear of all security interests, Liens, rights, claims,
 attachments, levies and encumbrances of every kind, nature and description
 and whether voluntary or involuntary except for the pledge to the Agent
 hereunder and for other Liens permitted by the Credit Agreement, and each
 Pledgor will warrant and defend all Pledged Securities which such Pledgor has
 deposited with the Agent against any claims and demands of all other persons
 at any time claiming the same or any interest therein adverse to the Agent
 and the Secured Creditors. Each Pledgor has the right to vote the Pledged
 Securities (except as set forth herein) and there are no restrictions upon
 the voting rights associated with, or the transfer of, any of the Pledged
 Securities, except as provided by any law applicable to the sale of
 securities generally or the terms and provisions of this Agreement.

 
	
  

 	
  

 
	
  

 	
              (c)     The
 Pledged Securities have been validly issued and are fully paid and
 non-assessable (except for the provisions of Section 630 of the Business
 Corporation Law of the State of New York as to New York corporations). There
 are no outstanding commitments or other obligations of the issuers of the
 Pledged Securities to issue, and no 

 


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 options, warrants or other rights of any individual or entity to
 acquire, any share of any class or series of capital stock or other equity
 interests of such issuers. Except otherwise indicated on Schedule A, the
 Pledged Securities listed and described on Schedule A attached hereto
 constitute all of the issued and outstanding capital stock or other equity
 interests of every series and class of each issuer thereof. Each Pledgor
 further agrees that in the event any such issuer shall issue any additional
 capital stock of any series or class, each Pledgor will forthwith pledge and
 deposit hereunder, or cause to be pledged and deposited hereunder, all such
 additional shares of such capital stock.

 
	
  

 	
  

 
	
  

 	
              (d)     On
 failure of any Pledgor to perform any of the agreements and covenants herein
 contained, the Agent may perform the same and in so doing may expend such
 sums as the Agent may deem advisable in the performance thereof, including
 without limitation the payment of any taxes, liens and encumbrances,
 expenditures made in defending against any adverse claim or demand and all
 other expenditures which the Agent may be compelled to make by operation of
 law or which Agent may make by agreement or otherwise for the protection of
 the security hereof. All such sums and amounts so expended shall be due and
 payable, immediately without notice or demand, shall constitute additional
 Obligations hereby secured together with interest thereon at the rate per
 annum (computed on the basis of a year of 360 days) determined by adding 2%
 to the interest rate otherwise applicable to Domestic Rate Loans from time to
 time in effect (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 such
 Pledgor, and no such advancement or expenditure therefor, shall relieve such
 Pledgor 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 authorized to charge any depository
 account of any Pledgor maintained with the Agent for the amount of such sums
 and amounts so expended.

 
	
  

 	
  

 
	
  

 	
              (e)     Each
 Pledgor represents that this Agreement, together with its delivery to the
 Agent of the certificates evidencing the Pledged Securities and stock powers
 therefor, creates a valid security interest securing payment and performance
 of the Obligations and that no other action is necessary to perfect such
 security interest. Each Pledgor agrees to execute and deliver to the Agent
 such further agreements and assignments or other instruments and to do all
 such other things as the Agent may deem reasonably necessary or appropriate
 to assure the Agent of such Pledgor’s pledge of the Pledged Securities
 hereunder.

 
	
  

 	
  

 
	
  

 	
              (f)     If,
 as and when any Pledgor delivers any securities for pledge hereunder in
 addition to those listed on Schedule A hereto, the Pledgors shall furnish the
 Agent a duly completed and executed amendment to such Schedule in
 substantially the form (with appropriate insertions) of Schedule B hereto
 reflecting the securities pledged hereunder after giving effect to such
 addition.

 


SECTION
4.      VOTING RIGHTS AND DIVIDENDS.


          Unless and
until an Event of Default hereunder has occurred and is continuing:


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           (a)     Each Pledgor shall be entitled to
 exercise all voting and/or consensual powers pertaining to such Pledgor’s
 Pledged Securities or any part thereof, 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.

 
	
  

 	
  

 
	
  

 	
           (b)     To the extent not prohibited by the
 terms of the Credit Agreement, each Pledgor shall be entitled to receive and
 retain all dividends and distributions in respect of the Pledged Securities
 which are paid in cash or other property of whatsoever nature. 

 
	
  

 	
  

 
	
  

 	
           (c)     In order to permit each Pledgor to
 exercise such voting and/or consensual powers which he is entitled to
 exercise under clause (a) above and to receive such distributions which such
 Pledgor is entitled to receive and retain under clause (b) above, the Agent
 shall, if necessary, upon the written request of such Pledgor, from time to
 time execute and deliver to such Pledgor appropriate proxies and dividend
 orders.

 



Section 5.          Power
of Attorney.


          Each
Pledgor does hereby irrevocably constitute and appoint the Agent its true and
lawful attorney, with full power of substitution, for it and in its name, place
and stead, to ask, demand, collect, receive, receipt for, sue for, compound and
give acquittance for any and all sums or properties which may be or become due,
payable or distributable on or in respect of such Pledgor’s Pledged Securities
or which constitute a part thereof, with full power to settle, adjust or
compromise any claim thereunder or therefor as fully as such Pledgor could
itself do, and to endorse or sign the name of such Pledgor on all commercial
paper given in payment or in part payment thereof and on all documents of
satisfaction, discharge or receipt required or requested in connection
therewith, and in the Agent’s discretion, to file any claim or take any other
action or proceeding, either in its own name or in the name of such Pledgor, or
otherwise, which the Agent may deem necessary or appropriate to collect or
otherwise realize upon any and all of such Pledgor’s Pledged Securities, or
effect a transfer thereof, or which may be necessary or appropriate to protect
and preserve the right, title and interest of the Agent in and to such Pledgor’s
Pledged Securities and the security intended to be afforded hereby; 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 6.          Defaults
and Remedies.


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


          (b)     Upon
the occurrence and during the continuance of any Event of Default hereunder,
all rights of the Pledgors to exercise the voting and/or consensual powers
which they are entitled to exercise pursuant to Section 4(a) hereof and/or
to receive and retain the distributions which they are entitled to receive and
retain pursuant to Section 4(b) 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 


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other consensual powers pertaining to the Pledged Securities and/or to
receive and retain the distributions which the Pledgors would otherwise have
been authorized to retain pursuant to Section 4(b) 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 the Pledged Securities as if the Agent were the absolute owner thereof
including, without limitation, the rights to exchange, at its discretion, any
and all of the Pledged Securities 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 the Pledged Securities and, in
connection therewith, to deposit and deliver any and all of the Pledged
Securities with any committee, depositary, transfer agent, registrar or other
designated agency upon such terms and conditions as the Agent may determine.


          (c)     Upon
the occurrence and during the continuance of any Event of Default hereunder,
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 Uniform Commercial
Code of Illinois in respect to the Pledged Securities (regardless of whether
such Uniform Commercial Code is the law of the jurisdiction where the rights or
remedies are asserted and regardless of whether such Code applies to the
affected Pledged Securities) and further the Agent may, without demand and
without advertisement or notice, all of which the Pledgors waive to the extent
permitted by law, at any time or times, sell and deliver any or all of the
Pledged Securities 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. In the exercise of
any such remedies, the Agent may sell all the Pledged Securities as a unit even
though the sales price thereof may be in excess of the amount remaining unpaid
on the Obligations. Also, if less than all the Pledged Securities are sold, the
Agent shall have no duty to marshal or apportion the part of the Pledged
Securities so sold as between the Pledgors, or any of them, but may sell and
deliver any or all of the Pledged Securities without regard to which of the
Pledgors are the owners thereof. The Agent is authorized at any sale or other
disposition of the Pledged Securities, 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 Pledged Securities.
The Agent or any Secured Creditor may be the purchaser at any sale or other
disposition of the Pledged Securities. The Pledgors hereby waive all of their
rights of redemption from any sale or other disposition of the Pledged
Securities. Any requirement of reasonable notice shall be met if such notice is
personally served on or mailed, postage prepaid, to the Pledgors in accordance
with Section 11(h) hereof at least 10 days before the time of sale or
other event giving rise to the requirement of such notice; provided, however, no
notification need be given to a Pledgor if such Pledgor has signed, after an
Event of Default hereunder has occurred, 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 Pledged Securities
regardless of notice having been given. The Agent may postpone or cause the
postponement of the sale of all or any portion of the Pledged Securities 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 proceeds of sale shall be applied first to all


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costs and expenses of sale, including attorney’s fees and court costs,
and second to the payment of the Obligations in accordance with the terms of
the Intercreditor Agreement. 


          (d)     No
delay or omission on the part of the Agent in the exercise of any right or
remedy hereunder shall operate as a waiver of such right or remedy, nor shall
the exercise of any such right or remedy preclude the later or further exercise
thereof. All rights or remedies of the Agent on account of the collateral or on
account of any of the indebtedness hereby secured, whether arising under this
Agreement, any other instrument or document, or at law or in equity, shall be
cumulative and not exclusive of each other, and may be exercised by the Agent
at such times and in such order as the Agent may determine. The Pledgors agree
to pay all costs and expenses (including court costs and reasonable attorney’s
fees) incurred by the Agent in enforcing or collecting any of the Obligations
secured hereunder, in enforcing any of the terms hereof or in retaking,
holding, preparing for sale, selling, collecting or otherwise realizing upon
any Pledged Securities, 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(s) thereto; and all such costs and
expenses shall constitute additional Obligations hereby secured which shall be
payable on demand together with interest thereon at the Reimbursement Rate.
Neither the Agent nor any Secured Creditor, nor any party acting as its
attorney, shall be liable 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.


Section 7.          Primary
Security; Obligations Absolute.


          The pledge
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 Pledged Securities or any disposition thereof to the
reduction of the Obligations or any portion thereof shall in any manner entitle
any Pledgor 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 each of 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. The
Pledgors acknowledge and agree that the pledge 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, the
Secured Creditors or any other holder of any Obligations, and without limiting
the generality of the foregoing, the pledge and security hereof shall not be
impaired by any acceptance by the Agent, the Secured Creditors or any other
holder of any Obligations of any other security for or guarantors upon any
Obligations or by any failure, neglect or omission on the part of the Agent,
any Secured Creditor or any other holder of any Obligations to realize upon or
protect any Obligations or any collateral security therefor. The pledge 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 Obligations, or of any
collateral security therefor, or of any guaranty thereof, or of the Credit
Agreement, or any other instrument or document delivered in connection
therewith. The Secured Creditors may at their discretion at any time grant
credit to the Borrowers, or any of 


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them, without notice to the Pledgors in such amounts and on such terms
as the Secured Creditors may elect without in any manner impairing the pledge
and security hereby created and provided for. 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
or the Secured Creditors or any other holder of any Obligations at any time to
first resort for payment to the Borrowers or to any other obligor on any
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.


Section 8.          Application
of Proceeds.


          The
proceeds and avails of the Pledged Securities at any time received by the Agent
after the occurrence and during the continuance 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 the Obligations as set forth in the Credit
Agreement. The Pledgors 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 Borrowers on behalf of
the Pledgors or to whomsoever a court of competent jurisdiction shall determine
to be entitled thereto.


Section 9.          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 each of the commitments by the
Secured Creditors to extend credit or otherwise make financial accommodations
available to the Borrowers under the Credit Agreement have expired or otherwise
have been terminated. Upon such termination of this Agreement, the Agent shall,
upon the request and at the expense of the Pledgors, forthwith release all its
liens and security interests hereunder.


Section 10.          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. The Agent hereby
disclaims any representation or warranty to the Secured Creditors concerning
the perfection of the security interest granted hereunder or the value of the
Pledged Securities.


Section 11.          Miscellaneous.


          (a)     Each
Pledgor agrees to pay to the Agent upon demand the cost and expenses incurred
by the Agent in connection with the filing of any financing statements or any
other steps taken by the Agent in connection with the perfection or protection
of such Pledgor’s Pledged


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Securities hereunder and in connection with releasing such pledge and
security interest herein granted and provided for upon termination hereof.


          (b)     No
waiver or modification or amendment to the terms of this Agreement shall be
effective as against the Agent and the Secured Creditors unless the same is in
writing and signed by an officer of the Agent. No such waiver, modification or
amendment shall in any way affect any of the rights or remedies of the Agent
and the Secured Creditors hereunder except to the extent that such waiver,
modification or amendment specifically provides.


          (c)     This
Agreement and all of the rights, privileges, remedies and options given to the
Agent and the Secured Creditors hereunder and in and to any of the Pledged Securities
hereunder shall inure to the benefit of the Agent and the Secured Creditors and
their successors and assigns; and all the terms, conditions, promises,
covenants, representations and warranties of and in this Agreement shall bind
each Pledgor and its successors and assigns, provided that no Pledgor may
assign its rights or delegate its duties hereunder without the Agent’s prior
written consent.


          (d)     In
the event that any provision hereof shall be deemed to be invalid 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 locations where such law or interpretation is operative,
and the invalidity of such provision shall not affect the validity of any
remaining provision hereof, and any and all other provisions hereof which are
otherwise lawful and valid shall remain in full force and effect.


          (e)     No
Secured Creditor shall have the right to institute any suit, action or
proceeding in equity or at law for the enforcement of any 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 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
and for the benefit of the Secured Creditors.


          (f)     This
Agreement shall be deemed to have been made in the State of Illinois. This
Agreement and all rights and obligations hereunder, including matters of
construction, validity and performance shall be governed by the internal laws
of the State of Illinois. All terms which are used in this Agreement which are
defined in the Uniform Commercial Code of Illinois shall have the same meanings
herein as said terms do in such Uniform Commercial Code unless this Agreement
shall otherwise specifically provide. The headings in this instrument are for
convenience of reference only and shall not limit or otherwise affect the
meaning of any provision hereof.


          (g)     This
Agreement may be executed in any number of counterparts, each constituting an
original, but all together one and the same instrument. Each Pledgor
acknowledges that this Agreement is and shall be effective upon its execution
and delivery by such Pledgor to the Agent, and it shall not be necessary for
the Agent to execute this Agreement or any other acceptance hereof or otherwise
to signify or express its acceptance hereof.


- 10 -






          (h)     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 8 of the Intercreditor
Agreement. All notices to the Pledgors hereunder shall be made to the Company,
as their agent, in accordance with Section 11.9 of the Credit Agreement.


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


          (j)     Jury Trial Waiver.
Each Pledgor, 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.


          (k)     PERSONAL JURISDICTION. (i)
 Exclusive
Jurisdiction. Except as provided in Subsection (ii), each Pledgor, the Agent and the Secured
Creditors agree that all disputes between them arising out of, connected with,
related to, or incidental to the relationship established between 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 Pledgors, the Agent and the Secured Creditors
acknowledge that any appeals from those courts may have to be heard by a court
located outside of Cook County, Illinois. Each Pledgor waives in all disputes
any objection that it may have to the location of the court considering the
dispute.


          (ii)     Other
Jurisdictions. Each Pledgor agrees that the Agent and the Secured
Creditors shall have the right to proceed against such Pledgor or its property
in a court in any location to enable the Agent or any Secured Creditor to
realize on such property, or to enforce a judgment or other court order entered
in favor of the Agent or any Secured Creditor. Each Pledgor agrees that it
shall not assert any permissive counterclaims in any proceeding brought in
accordance with this provision by the Agent to realize on such property, or to
enforce a judgment or other court order in favor of the Agent or any Secured
Creditor. Each Pledgor 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.


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


- 11 -





          (m)     Upon
the execution and delivery of this Agreement by the Company, the other Pledgors
and the Agent, this Agreement shall supersede all provisions of the Prior
Pledge Agreement as of such date. Each Pledgor hereby agrees that,
notwithstanding the execution and delivery of this Agreement, the liens and
security interests created and provided for under the Prior Pledge 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 Pledge Agreement as to the
indebtedness and obligations which would otherwise be secured thereby prior to
giving effect to this Agreement.


[Signature Pages to Follow]


- 12 -






EXHIBIT 4.1(c)


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


	
  

 	
  

 	
  

 	
  

 
	
  

 	
  “PLEDGORS”

 
	
  

 	
  

 
	
  

 	
 EMCOR GROUP, INC.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Mark A.
 Pompa

 
	
  

 	
  

 	 

 
	
  

 	
      Name:

 	
 Mark A.
 Pompa

 
	
  

 	
      Title:

 	
 Executive Vice
 President and

 
	
  

 	
  

 	
  

 	
 Chief
 Financial Officer

 






	
  

 	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ R. Kevin
 Matz

 
	
  

 	
  

 	 

 
	
  

 	
      Name:

 	
 R. Kevin
 Matz

 
	
  

 	
      Title:

 	
 Manager

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 CSUSA HOLDINGS L.L.C.

 
	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ R. Kevin
 Matz

 
	
  

 	
  

 	 

 
	
  

 	
      Name:

 	
 R. Kevin
 Matz

 
	
  

 	
      Title:

 	
 Manager

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 TRIMECH PLUMBING L.L.C.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ R. Kevin
 Matz

 
	
  

 	
  

 	 

 
	
  

 	
      Name:

 	
 R. Kevin
 Matz

 
	
  

 	
      Title:

 	
 Manager

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SHAMBAUGH & SON, L.P.

 
	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ R. Kevin
 Matz

 
	
  

 	
  

 	 

 
	
  

 	
      Name:

 	
 R. Kevin
 Matz

 
	
  

 	
      Title:

 	
 Vice
 President

 


S-1









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 BORDER ELECTRIC CO., L.P.

 
	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ R. Kevin
 Matz

 
	
  

 	
  

 	 

 
	
  

 	
      Name:

 	
 R. Kevin
 Matz

 
	
  

 	
      Title:

 	
 Vice
 President

 
	
  

 	
  

 	
  

 
	
  

 	
 BORDER MECHANICAL CO., L.P.

 
	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ R. Kevin
 Matz

 
	
  

 	
  

 	 

 
	
  

 	
      Name:

 	
 R. Kevin
 Matz

 
	
  

 	
      Title:

 	
 Vice
 President

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 PROFESSIONAL MECHANICAL CONTRACTORS, L.L.C.

 
	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ R. Kevin
 Matz

 
	
  

 	
  

 	 

 
	
  

 	
      Name:

 	
 R. Kevin
 Matz

 
	
  

 	
      Title:

 	
 Vice
 President

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 WELSBACH ELECTRIC CORP.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Keith D.
 Carney

 
	
  

 	
  

 	 

 
	
  

 	
      Name:

 	
 Keith D.
 Carney

 
	
  

 	
      Title:

 	
 President /
 Chief Executive Officer

 


S-2









	
  

 	
  

 
	
  

 	
 AIR SYSTEMS, INC.

 
	
  

 	
 ATLANTIC COAST MECHANICAL, INC.

 
	
  

 	
 BEAUMONT REAL ESTATE HOLDING COMPANY

 
	
  

 	
 BUILDING TECHNOLOGY ENGINEERS, INC.

 
	
  

 	
 CENTRAL MECHANICAL CONSTRUCTION CO., INC.

 
	
  

 	
 CES FACILITIES MANAGEMENT SERVICES, INC.

 
	
  

 	
 COMBUSTIONEER CORPORATION

 
	
  

 	
 CONTRA COSTA ELECTRIC, INC.

 
	
  

 	
 CS48 ACQUISITION CORP.

 
	
  

 	
 DESIGN AIR, LIMITED

 
	
  

 	
 DUFFY MECHANICAL CORP.

 
	
  

 	
 DYN SPECIALTY CONTRACTING, INC.

 
	
  

 	
 DYNALECTRIC COMPANY

 
	
  

 	
 DYNALECTRIC COMPANY OF NEVADA

 
	
  

 	
 DYNALECTRIC COMPANY OF OHIO

 
	
  

 	
 DYNALECTRIC OF MICHIGAN II, INC.

 
	
  

 	
 EMCOR CONSTRUCTION SERVICES, INC. 

 
	
  

 	
 EMCOR-CSI HOLDING CO.

 
	
  

 	
 EMCOR ENERGY SERVICES, INC.

 
	
  

 	
 EMCOR FACILITIES SERVICES, INC.

 
	
  

 	
 EMCOR GOVERNMENT SERVICES, INC.

 
	
  

 	
 EMCOR GOWAN, INC.

 
	
  

 	
 EMCOR HYRE ELECTRIC CO. OF INDIANA, INC.

 
	
  

 	
 EMCOR INTERNATIONAL INC.

 
	
  

 	
 EMCOR MECHANICAL/ELECTRICAL SERVICES (EAST), INC.

 
	
  

 	
 EMCOR SERVICES ARIZONA, INC.

 
	
  

 	
 EMCOR Services Northeast,
 INC.

 
	
  

 	
 EMCOR Services New
 York/new Jersey, Inc.

 
	
  

 	
 EMCOR Services Team
 Mechanical, Inc.

 
	
  

 	
 F & G Management, Inc.

 
	
  

 	
 F & G Plumbing, Inc.

 
	
  

 	
 Fluidics, Inc.

 
	
  

 	
 Forest Electric Corp.

 
	
  

 	
 FR X Ohmstede Acquisitions
 Co.

 
	
  

 	
 Gibson Electric Co., Inc.

 
	
  

 	
 Great Monument
 Construction Company

 
	
  

 	
 Hansen Mechanical
 Contractors, Inc.

 
	
  

 	
 Heritage Mechanical
 Services, Inc.

 
	
  

 	
 Hillcrest Sheet Metal,
 Inc.

 
	
  

 	
 HNT Holdings Inc.

 
	
  

 	
 HVAC, Ltd.

 
	
  

 	
 Illingworth-Kilgust
 Mechanical, Inc.

 
	
  

 	
 Inte-Fac Corp.

 


S-3









	
  

 	
  

 
	
  

 	
 J.C. Higgins Corp.

 
	
  

 	
 KDC Inc.

 
	
  

 	
 Kuempel Service, Inc.

 
	
  

 	
 L.T. Mechanical, Inc.

 
	
  

 	
 Labov Mechanical, Inc.

 
	
  

 	
 Labov Plumbing, Inc.

 
	
  

 	
 Lowrie Electric Company,
 Inc.

 
	
  

 	
 Mandell Mechanical
 Corporation

 
	
  

 	
 Marelich Mechanical Co.,
 Inc.

 
	
  

 	
 Maximum Refrigeration
 & Air Conditioning Corp.

 
	
  

 	
 Meadowlands Fire
 Protection Corp.

 
	
  

 	
 Mechanical Services of
 Central Florida, Inc.

 
	
  

 	
 MES Holdings Corporation

 
	
  

 	
 Mesa Energy Systems, Inc.

 
	
  

 	
 Midland Fire Protection,
 Inc.

 
	
  

 	
 Monumental Heating,
 Ventilating and Air Conditioning Contractors, Inc.

 
	
  

 	
 Monumental Investment
 Corporation

 
	
  

 	
 Nogle & Black
 Mechanical, Inc.

 
	
  

 	
 North Jersey Mechanical
 Contractors, Inc.

 
	
  

 	
 Ohmstede Industrial
 Services Inc.

 
	
  

 	
 Pace Mechanical Services
 II, Inc.

 
	
  

 	
 Penguin Air Conditioning
 Corp.

 
	
  

 	
 Penguin Maintenance and
 Services Inc.

 
	
  

 	
 Performance Mechanical,
 Inc.

 
	
  

 	
 Poole & Kent Company
 of Florida

 
	
  

 	
 Poole and Kent-New
 England, Inc.

 
	
  

 	
 Poole and
 Kent-Connecticut, Inc.

 
	
  

 	
 R. S. Harritan &
 Company, Inc.

 
	
  

 	
 Redman Equipment &
 Manufacturing Company

 
	
  

 	
 S. A. Comunale Co., Inc.

 
	
  

 	
 The Betlem Service
 Corporation

 
	
  

 	
 The Fagan Company

 
	
  

 	
 The Fred B. DeBra Co.

 
	
  

 	
 The Poole and Kent Company

 
	
  

 	
 The Poole and Kent
 Corporation

 
	
  

 	
 Trautman & Shreve,
 Inc.

 
	
  

 	
 University Marelich
 Mechanical, Inc.

 
	
  

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

 


S-4









	
  

 	
  

 
	
  

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

 
	
  

 	
 Walker-J-Walker, Inc.

 





	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Welsbach Electric Corp. of L.I.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ R. Kevin Matz

 
	
  

 	
  

 	 

 
	
  

 	
      Name:

 	
 R. Kevin
 Matz

 
	
  

 	
      Title:

 	
 Vice
 President

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 F & G Mechanical Corporation

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Salvatore
 Fichera

 
	
  

 	
  

 	 

 
	
  

 	
  

 	
 Name:

 	
 Salvatore
 Fichera

 
	
  

 	
  

 	
 Title:

 	
 President

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Aircond Corporation

 
	
  

 	
 MOR PPM, Inc.

 
	
  

 	
 New England Mechanical Services, Inc.

 
	
  

 	
 New England Mechanical Services of Massachusetts, Inc.

 
	
  

 	
 Viox Services, Inc.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Douglas
 Myers

 
	
  

 	
  

 	 

 
	
  

 	
      Name:

 	
 Douglas
 Myers

 
	
  

 	
      Title:

 	
 Vice
 President

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Ohmstede Partners LLC

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ R. Kevin
 Matz

 
	
  

 	
  

 	 

 
	
  

 	
      Name:

 	
 R. Kevin
 Matz

 
	
  

 	
      Title:

 	
 Manager

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Ohmstede Holdings LLC

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ R. Kevin
 Matz

 
	
  

 	
  

 	 

 
	
  

 	
      Name:

 	
 R. Kevin
 Matz

 
	
  

 	
      Title:

 	
 Manager

 


S-5









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Ohmstede Ltd.

 
	
  

 	
 By: Ohmstede
 Partners LLC, its General Partner

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ R. Kevin
 Matz

 
	
  

 	
  

 	 

 
	
  

 	
      Name:

 	
 R. Kevin
 Matz

 
	
  

 	
      Title:

 	
 Vice
 President

 


S-6









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

	
  
 	
  
 	  




	
  
 	
  
 	
  
 	
  
 	
  
 
	
  
 	
 Name: 
 	
   John Armstrong

	
  
 	
  
 	  



	
  
 	
  
 	
  
 	
  
 	
  
 
	
  
 	
 Title: 
 	
   Director

	
  
 	
  
 	  





S-7






EXHIBIT 4.1(c)


SCHEDULE A


THE PLEDGED SECURITIES


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 PLEDGOR

 	
  

 	
 PLEDGED SECURITIES

 	
  

 	
 CERTIF. NO./NO. OF SHARES

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 EMCOR Group, Inc.

 	
  

 	
 MES Holdings Corporation

 	
  

 	
 No. 1

 	
 100 shares

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 EMCOR Mechanical/Electrical Services (East), Inc.

 	
  

 	
 Inte-Fac Corp.

 	
  

 	
 No. 2

 	
 200 shares

 	
  

 
	
  

 	
  

 	
 Forest Electric Corp.

 	
  

 	
 No. 2

 	
 100 shares

 	
  

 
	
  

 	
  

 	
 J.C. Higgins Corp.

 	
  

 	
 No. 2

 	
 100 shares

 	
  

 
	
  

 	
  

 	
 Penguin Maintenance and
 Services Inc.

 	
  

 	
 No. 2

 	
 100 shares

 	
  

 
	
  

 	
  

 	
 Penguin Air Conditioning Corp.

 	
  

 	
 No. A-5

 	
 100 shares

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 No. B-4

 	
 500 shares

 	
  

 
	
  

 	
  

 	
 Welsbach Electric Corp.

 	
  

 	
 No. 3

 	
 100 shares

 	
  

 
	
  

 	
  

 	
 Welsbach Electric Corp. of
 L.I.

 	
  

 	
 No. 5

 	
 10 shares

 	
  

 
	
  

 	
  

 	
 R. S. Harritan & Company,
 Inc.

 	
  

 	
 No. 2

 	
 100 shares

 	
  

 
	
  

 	
  

 	
 Mandell Mechanical Corporation

 	
  

 	
 CS4

 	
 100 shares

 	
  

 
	
  

 	
  

 	
 Heritage Mechanical Services,
 Inc.

 	
  

 	
 No. 2

 	
 100 shares

 	
  

 
	
  

 	
  

 	
 EMCOR Energy Services, Inc.

 	
  

 	
 No. 1

 	
 100 shares

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 J.C. Higgins Corp.

 	
  

 	
 Labov Mechanical, Inc.

 	
  

 	
 No. 1

 	
 100 shares

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Midland Fire Protection, Inc.

 	
  

 	
 No. 3

 	
 100 shares

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Professional Mechanical
 Contractors, LLC

 	
  

 	
 N/A

 	
 N/A         

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Labov Mechanical, Inc.

 	
  

 	
 Labov Plumbing, Inc.

 	
  

 	
 No. 2

 	
 90 shares

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 No. 6

 	
 10 shares

 	
  

 













	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 PLEDGOR

 	
  

 	
 PLEDGED SECURITIES

 	
  

 	
 CERTIF. NO./NO. OF SHARES

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 EMCOR Construction Services, Inc.

 	
  

 	
 EMCOR Mechanical/Electrical
 Services (East), Inc.

 	
  

 	
 No. 3

 	
 100 shares

 	
  

 
	
  

 	
  

 	
 EMCOR Hyre Electric Co. of
 Indiana, Inc.

 	
  

 	
 No. 1

 	
 100 shares

 	
  

 
	
  

 	
  

 	
 Dyn Specialty Contracting,
 Inc.

 	
  

 	
 No. 8

 	
 100 shares

 	
  

 
	
  

 	
  

 	
 University Mechanical &
 Engineering Contractors, Inc.

 	
  

 	
 No. 2021

 	
 20 shares

 	
  

 
	
  

 	
  

 	
 Marelich Mechanical Co., Inc.

 	
  

 	
 No. 2

 	
 100 shares

 	
  

 
	
  

 	
  

 	
 University Marelich
 Mechanical, Inc.

 	
  

 	
 No. 1

 	
 100 shares

 	
  

 
	
  

 	
  

 	
 Design Air, Limited

 	
  

 	
 No. 6

 	
 550 shares

 	
  

 
	
  

 	
  

 	
 EMCOR Gowan, Inc.

 	
  

 	
 No. 4

 	
 100 shares

 	
  

 
	
  

 	
  

 	
 Duffy Mechanical Corp.

 	
  

 	
 No. 20

 	
 100 shares

 	
  

 
	
  

 	
  

 	
 Dynalectric Company of Ohio

 	
  

 	
 No. 2

 	
 100 shares

 	
  

 
	
  

 	
  

 	
 Dynalectric of Michigan II,
 Inc.

 	
  

 	
 No. 3

 	
 100 shares

 	
  

 
	
  

 	
  

 	
 The Fred B. DeBra Co.

 	
  

 	
 No. 2

 	
 100 shares

 	
  

 
	
  

 	
  

 	
 Gibson Electric Co., Inc.

 	
  

 	
 No. 4

 	
 1,000 shares

 	
  

 
	
  

 	
  

 	
 S. A. Comunale Co., Inc.

 	
  

 	
 No. 64B

 	
 100 shares

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 No. 67

 	
 100 shares

 	
  

 
	
  

 	
  

 	
 Performance Mechanical, Inc.

 	
  

 	
 No. 21

 	
 100 shares

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

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

 	
  

 	
 Hansen Mechanical Contractors,
 Inc.

 	
  

 	
 No. 33

 	
 1,539 shares

 	
  

 
	
  

 	
  

 	
 Pace Mechanical Services II,
 Inc.

 	
  

 	
 No. 5

 	
 100 shares

 	
  

 
	
  

 	
  

 	
 Trautman & Shreve, Inc.

 	
  

 	
 No. 3

 	
 100 shares

 	
  

 
	
  

 	
  

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

 	
  

 	
 No. 5

 	
 30,000 shares

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 MES Holdings Corporation

 	
  

 	
 EMCOR Construction Services,
 Inc.

 	
  

 	
 No. 1

 	
 100 shares

 	
  

 
	
  

 	
  

 	
 EMCOR Facilities Services,
 Inc.

 	
  

 	
 No. 1

 	
 100 shares

 	
  

 
	
  

 	
  

 	
 EMCOR International, Inc.

 	
  

 	
 No. 7

 	
 100 shares

 	
  

 
	
  

 	
  

 	
 Monumental Investment
 Corporation

 	
  

 	
 No. AC14

 	
 100 shares

 	
  

 
	
  

 	
  

 	
 EMCOR-CSI Holding Co.

 	
  

 	
 No. 2

 	
 100 shares

 	
  

 
	
  

 	
  

 	
 Poole & Kent Company of
 Florida

 	
  

 	
 No. 1

 	
 100 shares

 	
  

 


-2-









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 PLEDGOR

 	
  

 	
 PLEDGED SECURITIES

 	
  

 	
 CERTIF. NO./NO. OF SHARES

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 EMCOR Facilities Services, Inc.

 	
  

 	
 Building Technologies
 Engineers, Inc.

 	
  

 	
 No. 4

 	
 1,000 shares

 	
  

 
	
  

 	
  

 	
 Mesa Energy Systems, Inc.

 	
  

 	
 No. 23

 	
 100 shares

 	
  

 
	
  

 	
  

 	
 EMCOR Government Services,
 Inc.

 	
  

 	
 No. A8

 	
 13,585,000 shares

 	
  

 
	
  

 	
  

 	
 Air Systems, Inc.

 	
  

 	
 No. 7

 	
 100 shares

 	
  

 
	
  

 	
  

 	
 EMCOR Services Northeast, Inc.

 	
  

 	
 No. 51

 	
 2,500 shares

 	
  

 
	
  

 	
  

 	
 EMCOR Services New York/New
 Jersey, Inc.

 	
  

 	
 No. CS4

 	
 100 shares

 	
  

 
	
  

 	
  

 	
 Fluidics, Inc.

 	
  

 	
 No. 13

 	
 99 shares

 	
  

 
	
  

 	
  

 	
 FR X Ohmstede Acquisitions Co.

 	
  

 	
 No. 3

 	
 1,000 shares

 	
  

 
	
  

 	
  

 	
 EMCOR Services Arizona, Inc.

 	
  

 	
 No. 1

 	
 100 shares

 	
  

 
	
  

 	
  

 	
 L.T. Mechanical, Inc.

 	
  

 	
 No. 15

 	
 1,000 shares

 	
  

 
	
  

 	
  

 	
 Mechanical Services of Central
 Florida, Inc.

 	
  

 	
 No. 4

 	
 100 shares

 	
  

 
	
  

 	
  

 	
 MOR PPM, Inc.

 	
  

 	
 No. 5

 	
 100 shares

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 EMCOR Services New York/New Jersey, Inc.

 	
  

 	
 Trimech Plumbing L.L.C.

 	
  

 	
 Class A Member 90%

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Dyn Specialty Contracting, Inc.

 	
  

 	
 Dynalectric Company

 	
  

 	
 No. 1

 	
 100 shares

 	
  

 
	
  

 	
  

 	
 Dynalectric Company of Nevada

 	
  

 	
 No. 13

 	
 166 1/2 shares

 	
  

 
	
  

 	
  

 	
 Contra Costa Electric, Inc.

 	
  

 	
 No. 39

 	
 100 shares

 	
  

 
	
  

 	
  

 	
 KDC Inc.

 	
  

 	
 No. 16

 	
 8,333 shares

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Monumental Investment Corporation

 	
  

 	
 The Poole and Kent Corporation

 	
  

 	
 No. 4

 	
 5,000 shares

 	
  

 
	
  

 	
  

 	
 Poole and Kent Connecticut,
 Inc.

 	
  

 	
 No. 1

 	
 10,000 shares

 	
  

 
	
  

 	
  

 	
 Poole and Kent New England,
 Inc.

 	
  

 	
 No. 4

 	
 10,000 shares

 	
  

 
	
  

 	
  

 	
 Monumental Heating,
 Ventilating and Air Conditioning Contractors, Inc.

 	
  

 	
 No. 2

 	
 1,000 shares

 	
  

 
	
  

 	
  

 	
 HVAC, Ltd.

 	
  

 	
 No. 2

 	
 5,000 shares

 	
  

 
	
  

 	
  

 	
 The Poole and Kent Company

 	
  

 	
 No. 1

 	
 5,000 shares

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Monumental Heating, Ventilating and Air Conditioning Contractors,
 Inc.

 	
  

 	
 Forti/Poole and Kent LLC

 	
  

 	
 NA

 	
 NA

 	
  

 


-3-









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 PLEDGOR

 	
  

 	
 PLEDGED SECURITIES

 	
  

 	
 CERTIF. NO./NO. OF SHARES

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 HVAC, Ltd.

 	
  

 	
 Atlantic Coast Mechanical,
 Inc.

 	
  

 	
 No. 2

 	
 50 shares

 	
  

 
	
  

 	
  

 	
 Great Monument Construction
 Company

 	
  

 	
 No. 2

 	
 5,000 shares

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 EMCOR-CSI Holding Co.

 	
  

 	
 CSUSA Holdings L.L.C.

 	
  

 	
 NA

 	
 NA

 	
  

 
	
  

 	
  

 	
 Central Mechanical
 Construction Co., Inc.

 	
  

 	
 No. CS3

 	
 100 shares

 	
  

 
	
  

 	
  

 	
 F & G Mechanical
 Corporation

 	
  

 	
 No. CS3

 	
 100 shares

 	
  

 
	
  

 	
  

 	
 F & G Management, Inc.

 	
  

 	
 No. 2

 	
 100 shares

 	
  

 
	
  

 	
  

 	
 Hillcrest Sheet Metal, Inc.

 	
  

 	
 No. CS3

 	
 100 shares

 	
  

 
	
  

 	
  

 	
 Illingworth-Kilgust
 Mechanical, Inc.

 	
  

 	
 No. CS4

 	
 100 shares

 	
  

 
	
  

 	
  

 	
 Kuempel Service, Inc.

 	
  

 	
 No. CS3

 	
 100 shares

 	
  

 
	
  

 	
  

 	
 Lowrie Electric Company, Inc.

 	
  

 	
 No. CS3

 	
 100 shares

 	
  

 
	
  

 	
  

 	
 Maximum Refrigeration and Air
 Conditioning Corp.

 	
  

 	
 No. CS3

 	
 100 shares

 	
  

 
	
  

 	
  

 	
 Meadowland Fire Protection
 Corp.

 	
  

 	
 No. CS3

 	
 100 shares

 	
  

 
	
  

 	
  

 	
 Nogle & Black Mechanical,
 Inc.

 	
  

 	
 No. CS3

 	
 100 shares

 	
  

 
	
  

 	
  

 	
 North Jersey Mechanical
 Contractors, Inc.

 	
  

 	
 No. CS3

 	
 100 shares

 	
  

 
	
  

 	
  

 	
 The Fagan Company

 	
  

 	
 No. CS3

 	
 100 shares

 	
  

 
	
  

 	
  

 	
 Walker-J-Walker, Inc.

 	
  

 	
 No. CS3

 	
 100 shares

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 F & G Mechanical Corporation

 	
  

 	
 F & G Plumbing, Inc.

 	
  

 	
 No. 1

 	
 100 shares

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 CSUSA Holdings L.L.C.

 	
  

 	
 Shambaugh & Son, L.P.

 	
  

 	
 General Partnership Interest

 
	
  

 	
  

 	
 Border Electric Co., L.P.

 	
  

 	
 General Partnership Interest

 
	
  

 	
  

 	
 Border Mechanical Co., L.P.

 	
  

 	
 General Partnership Interest

 
	
  

 	
  

 	
 CS48 Acquisition Corp.

 	
  

 	
   CS-3

 	
 100 shares

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 CS48 Acquisition Corp.

 	
  

 	
 Shambaugh & Son, L.P.

 	
  

 	
 Limited Partnership Interest

 
	
  

 	
  

 	
 Border Electric Co., L.P.

 	
  

 	
 Limited Partnership Interest

 
	
  

 	
  

 	
 Border Mechanical Co., L.P.

 	
  

 	
 Limited Partnership Interest

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 EMCOR International Inc.

 	
  

 	
 EMCOR (Cayman Islands) Ltd.

 	
  

 	
   No. __

 	
 1,400,000 shares

 	
  

 
	
  

 	
  

 	
 EMCOR (Cayman Islands) No. 2
 Ltd.

 	
  

 	
   No. 10

 	
 2,600,000 shares

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 EMCOR (UK) Limited

 	
  

 	
   No. 10

 	
 2,600,000 shares

 	
  

 


-4-









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 PLEDGOR

 	
  

 	
 PLEDGED SECURITIES

 	
  

 	
 CERTIF. NO./NO. OF SHARES

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 No. 2R

 	
 100 shares

 	
  

 
	
  

 	
  

 	
 3072454 Nova Scotia Company

 	
  

 	
 No. 3

 	
 17,394,000 shares

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 No. 2R

 	
 100 shares

 	
  

 
	
  

 	
  

 	
 3072455 Nova Scotia Company

 	
  

 	
 No. 3

 	
 16,647 shares

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 EMCOR (UK) Limited

 	
  

 	
 EMCOR Group (UK) plc

 	
  

 	
 _________

 	
 _________

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 EMCOR Government Services, Inc.

 	
  

 	
 Aircond Corporation

 	
  

 	
 No. 2

 	
 5,000 shares

 	
  

 
	
  

 	
  

 	
 The Betlem Service Corporation

 	
  

 	
 No. 39

 	
 640 shares

 	
  

 
	
  

 	
  

 	
 CES Facilities Management
 Services, Inc.

 	
  

 	
 No. 2

 	
 1,000 shares

 	
  

 
	
  

 	
  

 	
 Combustioneer Corporation

 	
  

 	
 No. 11

 	
 2,500 shares

 	
  

 
	
  

 	
  

 	
 EMCOR Services Team
 Mechanical, Inc.

 	
  

 	
 No. 3

 	
 100 shares

 	
  

 
	
  

 	
  

 	
 New England Mechanical
 Services, Inc.

 	
  

 	
 No. 29

 	
 54 shares

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 No. 30

 	
 559 shares

 	
  

 
	
  

 	
  

 	
 Viox Services, Inc.

 	
  

 	
 No. 3

 	
 1,620 shares

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 No. 4

 	
 180 shares

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 New England Mechanical Services, Inc.

 	
  

 	
 New England Mechanical
 Services of Massachusetts, Inc.

 	
  

 	
 No. 1

 	
 100 shares

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 FR X Ohmstede Acquisitions Co.

 	
  

 	
 HNT Holdings Inc.

 	
  

 	
 No. 12

 	
 238,799 shares

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 HNT Holdings Inc.

 	
  

 	
 Ohmstede Partners LLC

 	
  

 	
 No. 1

 	
 100 units

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Ohmstede Holdings LLC

 	
  

 	
 No. 1

 	
 100 units

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Ohmstede Partners LLC

 	
  

 	
 Ohmstede Ltd.

 	
  

 	
 No. 1

 	
 1 unit

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Ohmstede Holdings LLC

 	
  

 	
 Ohmstede Ltd. 

 	
  

 	
 No. 2

 	
 99 units

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Ohmstede Ltd.

 	
  

 	
 Ohmstede Industrial Services
 Inc.

 	
  

 	
 No. 19

 	
 400 shares

 	
  

 
	
  

 	
  

 	
 Beaumont Real Estate Holding
 Company

 	
  

 	
 No. 1

 	
 1000 shares

 	
  

 
	
  

 	
  

 	
 Redman Equipment &
 Manufacturing Company

 	
  

 	
 No. 87

 	
 100 shares

 	
  

 



          Such
Securities represent all of the issued and outstanding capital stock of each
series and class of each issuer hereof and other equity interests of each
issuer hereof except that EMCOR-CSI Holding Co. owns only 90% of the
outstanding stock of F & G Mechanical Corporation.


-5-






EXHIBIT 4.1(c)


Schedule B


Amendment to
Third Amended and Restated Pledge Agreement


          Reference
is hereby made to that certain Third Amended and Restated Pledge Agreement
dated as of February 4, 2010, as heretofore amended (the “Pledge Agreement”), from
the Pledgors signatory thereto to Bank of Montreal (“BMO”), as collateral agent
for the Secured Creditors (BMO acting as such collateral agent and any
successor or successors to BMO in such capacity being hereinafter referred to
as the “Agent”).
Capitalized terms not otherwise defined herein shall have the meaning set forth
in the Pledge Agreement. 


          Subsequent
to the Pledgors’ delivery of the Pledge Agreement, certain shares of stock have
been added as Pledged Securities under the Pledge Agreement. As a result of
such addition, Schedule A of the Pledge Agreement does not accurately describe
the shares of capital stock currently held by the Agent as collateral under the
Pledge Agreement.


          The
Pledgors now desire to amend Schedule A to the Pledge Agreement to reflect such
addition, and this instrument shall constitute an agreement between the
Pledgors and the Agent amending the Pledge Agreement in the respects, but only
in the respects, hereinafter set forth: 


	
  

 	
  

 
	
  

 	
           1.          Schedule
 A of the Pledge Agreement shall be and hereby is amended and as so amended
 shall be restated in its entirety to read as Annex A attached hereto. 

 
	
  

 	
  

 
	
  

 	
           2.          As
 collateral security for the Obligations, each Pledgor hereby grants to the
 Agent a continuing security interest in, and acknowledges and agrees that the
 Agent has and shall continue to have a continuing security interest in, all
 the shares of capital stock of each issuer listed and described on Annex A
 attached hereto and all the other properties, rights, interests and
 privileges comprising the Pledged Securities (as such term is defined in the
 Pledge Agreement after giving effect to this Amendment), to the same extent
 and with the same force and effect as if the shares of stock described on
 Annex A had originally been included on Schedule A to the Pledge Agreement.
 The foregoing granting clause is in addition to and supplemental of and not
 in substitution for the granting clause contained in the Pledge Agreement.
 Neither the Pledgors nor the Agent intend by this Amendment to in any way
 impair or otherwise affect the lien of the Pledge Agreement on such of the
 Pledged Securities which were subject to the Pledge Agreement prior to giving
 effect to this Amendment.

 
	
  

 	
  

 
	
  

 	
           3.          Each
 Pledgor hereby repeats and reaffirms all of its covenants, agreements,
 representations and warranties contained in the Pledge Agreement, each and
 all of which shall be applicable to all of the stock and other properties,
 rights, interests and privileges subject to the lien of the Pledge Agreement
 after giving effect to this Amendment. Each Pledgor hereby certifies that no
 Event of Default or event which, with notice or lapse of time or both, would
 constitute an Event of Default exists under the Pledge Agreement after giving
 effect to this Amendment.

 













	
  

 	
  

 
	
  

 	
           4.          No
 reference to this Amendment need be made in any note, instrument or other
 document at any time referring to the Pledge Agreement, any reference in any
 of such to the Pledge Agreement to be deemed to reference to the Pledge
 Agreement as modified hereby. All references in the Pledge Agreement to the
 term “Pledged Securities” shall be deemed a reference to such term as defined
 in the Pledge Agreement after giving effect to this Amendment.

 
	
  

 	
  

 
	
  

 	
           5.          Except
 as specifically modified hereby, all the terms and conditions of the Pledge
 Agreement shall stand and remain unchanged and in full force and effect. This
 Amendment shall be effective upon the Pledgors’ execution and delivery
 thereof to the Agent, no acceptance by the Agent being required.

 
	
  

 	
  

 
	
  

 	
         Dated as of
 __________, 201_.

 





	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Pledgors:

 
	
  

 	
  

 
	
  

 	
  [Insert Names of
 Existing Pledgors]

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	 

 
	
  

 	
  

 	
 Name:

 	
  

 
	
  

 	
  

 	
  

 	 

 
	
  

 	
  

 	
 Title: 

 	
  

 	
  

 
	
  

 	
  

 	
  

 	 

 	 

 



          Acknowledged
and agreed to as of the date first above written.


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 BANK OF
 MONTREAL, as Agent

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	 

 
	
  

 	
  

 	
 Name:

 	
  

 
	
  

 	
  

 	
  

 	 

 
	
  

 	
  

 	
 Title: 

 	
  

 	
  

 
	
  

 	
  

 	
  

 	 

 	 

 


-2-





EXHIBIT 4.1(c)


Annex A

to Amendment to Pledge Agreement


The Pledged Securities


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
Name of

 Pledgor

 	
  

 	
Name of

 Issuer

 	
  

 	
 No. of
 Shares

 	
  

 	
 Percentage
 of 

 Issuer’s Stock

 









EXHIBIT 4.1(c)


Schedule C


Assumption and Supplemental Pledge Agreement


          THIS
AGREEMENT dated as of this _____
day of ______________, 201_ from [new pledgor], a __________ corporation (the
“New
Pledgor”), to Bank of Montreal (“BMO”), as collateral agent for the
Secured Creditors (defined in the Pledge 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. and certain other parties have executed and delivered to
    the Agent that certain Third Amended and Restated Pledge Agreement dated
    as of February 4, 2010 or supplements thereto (such Third Amended and Restated
    Pledge Agreement, as the same may from time to time be modified or amended,
    including supplements thereto which add additional parties as Pledgors thereunder,
    being hereinafter referred to as the “Pledge
Agreement”) pursuant to which such parties (the “Existing Pledgors”) have
granted to the Agent for the benefit of the Secured Creditors a lien on and
security interest in such Existing Pledgors’ Pledged Securities (as such term
is defined in the Pledge Agreement) to secure the Obligations (as such term is
defined in the Pledge 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 Pledgor
with substantial financial, managerial, administrative, technical and design
support and the New Pledgor 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 Pledgor hereby agrees as follows:


          1.          The
New Pledgor acknowledges and agrees that it shall become a “Pledgor” party to
the Pledge Agreement effective upon the date the New Pledgor’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 Pledge Agreement to the
terms “Pledgor” or “Pledgors” shall be deemed to include the New Pledgor.
Without limiting the generality of the foregoing, the New Pledgor hereby
repeats and reaffirms all grants (including the grant of a lien and security
interest), covenants, agreements, representations and warranties contained in
the Pledge Agreement as amended hereby, each and all of which are and shall
remain applicable to the Pledged Securities from time to time owned by the New
Pledgor or in which the New Pledgor 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 Pledgor 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 Pledgor’s Pledged Securities
(as such term is defined in the Pledge Agreement) described in, and subject to
the limitations set forth in, Section 2 of the Pledge 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 Pledgor or any of them shall be
deemed to include references to the New Pledgor. 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 Pledge Agreement.


          2.          The
New Pledgor hereby acknowledges and agrees that the Obligations are secured by
all of the Pledged Securities according to, and otherwise on and subject to,
the terms and conditions of the Pledge Agreement to the same extent and with
the same force and effect as if the New Pledgor had originally been one of the
Existing Pledgors under the Pledge Agreement and had originally executed the
same as such an Existing Pledgor.


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


          4.          
The New Pledgor 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.


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


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


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  [New Pledgor]

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	 

 
	
  

 	
  

 	
 Name:

 	
  

 
	
  

 	
  

 	
  

 	 

 
	
  

 	
  

 	
 Title: 

 	
  

 	
  

 
	
  

 	
  

 	
  

 	 

 	 

 


C-2