exv10w1






Exhibit 10.1




RIDER TO ADD PRINCIPAL/INDEMNITOR AND FIFTH AMENDMENT TO 

RESTATED UNDERWRITING, CONTINUING INDEMNITY, AND SECURITY 
AGREEMENT




     THIS RIDER TO ADD PRINCIPAL/INDEMNITOR AND FIFTH AMENDMENT TO RESTATED UNDERWRITING,
CONTINUING INDEMNITY, AND SECURITY AGREEMENT (“this Fifth Amendment”) is entered into as of the
29th day of September, 2008, by and among INTEGRATED ELECTRICAL SERVICES, INC., a
Tennessee corporation, and certain of its Affiliates and Subsidiaries identified on Exhibit A, in
their capacity as named Principal under any Bond (individually and collectively “Principal”); and
INTEGRATED ELECTRICAL SERVICES, INC., a Delaware corporation, and certain of its Affiliates and
Subsidiaries identified on Exhibit B (along with Principal, individually and collectively
“Indemnitors”); and FEDERAL INSURANCE COMPANY, an Indiana corporation, SAFECO INSURANCE COMPANY OF
AMERICA, a Washington corporation, and each of their Affiliates and Subsidiaries and their
respective co-sureties and reinsurers, and their respective successors and permitted assigns
(individually and collectively “Surety”). All capitalized terms will have the meaning set out in
Section 1.



W I T N E S S E T H:




     WHEREAS, Indemnitors and Surety entered into that certain Restated Underwriting, Continuing
Indemnity, and Security Agreement dated as of May 12, 2006, as amended by First Amendment to
Restated Underwriting, Continuing Indemnity, and Security Agreement dated as of October 31, 2006,
Rider to Add Principal/Indemnitor and Second Amendment to Restated Underwriting, Continuing
Indemnity, and Security Agreement dated as of December 28, 2006, Third Amendment to Restated
Underwriting, Continuing Indemnity, and Security Agreement dated as of May 1, 2007, and Fourth
Amendment to Restated Underwriting, Continuing Indemnity, and Security Agreement dated October 1,
2007 (collectively “the Agreement”), the terms of which are incorporated herein by this reference;
and



     WHEREAS, the parties desire to enter into this Fifth Amendment for the purpose of amending and
modifying the Agreement, as set out in this Fifth Amendment.



     NOW, THEREFORE, in consideration of the foregoing premises and other mutual considerations,
the undersigned agree as follows:



     1. Definitions; Exhibits A and B. Unless otherwise specifically defined in this Fifth
Amendment, all capitalized terms will have the meaning set out in the Agreement.



     The definition of “Indemnity Agreement” is modified to include the following:




General Agreement of Indemnity for Contractors to be executed in October of 2008, by
Indemnitors in favor of Surety.



 









 





     The definition of Surety is hereby deleted in its entirety and replaced with the following:




“Surety” means Federal Insurance Company, an Indiana corporation, and Safeco
Insurance of America, a Washington corporation, their Affiliates and Subsidiaries
and any other companies writing bonds for which this Agreement is consideration (and
other companies from whom Surety procures bonds for Principal) and their
co-sureties, and reinsurers and their successors and assigns.



     The following sentence is added to the end of the definition of “Surety Loss”:
Notwithstanding the foregoing, Safeco Insurance Company of America will be responsible for legal
fees incurred with its counsel to add it to the Surety Credit Documents as a Surety.



     Exhibits A and B to the Agreement are hereby deleted in their entirety and replaced with
Exhibits A and B to this Fifth Amendment.



     2. Due Diligence Items Required to be Delivered by Indemnitors. Indemnitors will
deliver to Surety each of the following, in form and substance satisfactory to Surety and its
counsel:



     (a) Favorable opinion of counsel to Principal and Indemnitors in form acceptable to Surety and
its counsel, opining as to the validity and enforceability of the documents entered into between
and among Surety and Indemnitors and opining to the perfection of the security interests of Surety
in the Collateral. Said enforceability opinion will include an opinion that Integrated Electrical
Services, Inc. is duly formed and that Indemnitors are validly existing, the execution and delivery
of the documents, the fulfillment of the respective terms and conditions thereof, and the
consummation of the respective transactions contemplated thereby will not violate any provisions of
applicable law or require any governmental approvals that have not been obtained or taken, and will
not conflict with or constitute a breach a default under the charter of incorporation, bylaws, or
other governing documents of any of Indemnitors, as amended, or any material agreement, indenture,
or other Debt instrument to which any of Indemnitors are a party or by which any of Indemnitors are
bound, or any law, ordinance, administrative regulation, or decree of court, that is applicable to
any of Indemnitors;



     (b) evidence of the good standing of each of Indemnitors in the jurisdiction in which such
Indemnitor is formed;



     (c) an officer’s certificate of each of Indemnitors listed as a signatory to this Fifth
Amendment that was not a signatory to the Agreement (each such Indemnitor being referred to in this
Section 2 and Sections 6 and 7 as a “New Indemnitor”) certifying appropriate resolutions
authorizing the execution, delivery, and performance of the applicable Surety Credit Documents,
certifying that such resolutions have been approved in accordance with each of Indemnitors’
governing documents, and certifying incumbencies and true signatures of the officers so authorized;
and



2









 





     (d) an Officer’s Certificate of each of Indemnitors (other than New Indemnitors) certifying
that the Resolutions attached to the Officer’s Certificate dated May 12, 2006, or May 27, 2007, as
applicable, are in full force and effect on and as of the date hereof without revocation,
modification, or amendment in any respect and certifying that Curt Warnock is the Senior Vice
President and Vice President of Indemnitors, as reflected on the signature pages to this Fifth
Amendment.



     3. Additional Party as Surety. Safeco Insurance Company of America, along with all of
its Affiliates, Subsidiaries, co-sureties, and reinsurers, and/or any of the aforementioned
entities’ successors or assigns is a Surety under the Agreement as of the date hereof (or as of the
date they first issued a Bond, if earlier) with all of the rights and responsibilities of a Surety
under the terms of the Agreement (including under Section 5 thereof) as if Safeco Insurance Company
of America had been an original signatory to the Agreement.



     4. Security Interest; Obligation Secured. Section 5 of the Agreement is hereby
amended by inserting the following sentence after the first sentence thereof:




Further, neither of Federal Insurance Company and Safeco Insurance Company of
America, as Surety, and each of their Affiliates and Subsidiaries, will have a
security interest in any Collateral related to projects for which such company
(including its Affiliates and Subsidiaries) has not issued a Bond.



     Section 5 of the Agreement is further amended by inserting the following sentence at the end
of the first paragraph:




Safeco Insurance Company of America, and its Affiliates and Subsidiaries, will not
have any security interest or other interest in the Existing Letters of Credit and
the Existing Pledge Collateral.



     5. Notices. Section 38 of the Agreement is hereby amended to provide that notices to
Federal Insurance Company should be sent to the attention of Warren Eichhorn and Matt Lubin and to
add the following address to which notices to Surety will be given:



Safeco Insurance Company of America

1001 4th Avenue

Surety Suite 1700

Seattle, WA 98154

Attn: Blake Wilcox




     6. Representations and Warranties of Indemnitors. Each Indemnitor represents and
warrants to Surety that all of the representations and warranties made by Indemnitors in the
Agreement (whether made as an Indemnitor or as a Principal) and in this Fifth Amendment are true
and correct as applicable to such Principal or Indemnitor in all material respects, as of the date
hereof (except to the extent its representations and warranties specifically relate to an earlier
date).



3









 





     Each New Indemnitor represents and warrants to Surety that all of the representations and
warranties made by Indemnitors in the Agreement (whether made as an Indemnitor or as a Principal)
are true and correct as applicable to such New Indemnitor in all material respects, as of the date
hereof (except to the extent such representations and warranties specifically relate to an earlier
date). Each New Indemnitor hereby acknowledges, agrees, and confirms that, by its execution of
this Fifth Amendment, the New Indemnitor will be deemed to be a party to the Agreement, as amended
by this Fifth Amendment, and an “Indemnitor” and “Principal” for all purposes of the Agreement, as
amended by this Fifth Amendment, and will have all the obligations of an Indemnitor and Principal
thereunder as if it had executed the Agreement. Each New Indemnitor hereby ratifies, as of the
date hereof, and agrees to be bound by, all of the terms, provisions, and conditions contained in
the Agreement, as amended by this Fifth Amendment, applicable to such New Indemnitor (whether as an
Indemnitor or Principal). Without limiting the generality of the foregoing terms of this Section
6, each New Indemnitor hereby grants to the Surety a security interest in any and all right, title
and interest of such New Indemnitor in and to the Collateral of such New Indemnitor to secure the
prompt payment and performance in full when due of any Surety Loss, and the payment and performance
of all other obligations and undertakings now or hereafter owing to Surety with respect to the
Bonds and/or under the Surety Credit Documents, as same may now or hereafter be modified, replaced,
extended or renewed.



     7. Power of Attorney. Each New Indemnitor hereby irrevocably constitutes and appoints
Integrated Electrical Services, Inc. (and all officers, employees, or agents designated by
Integrated Electrical Services, Inc.), with full power of substitution, as such New Indemnitor’s
true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead
of such New Indemnitor and in the name of such New Indemnitor or in its own name, from time to time
in Integrated Electrical Services, Inc.’s discretion, to take any and all appropriate action and to
execute and deliver any and all documents and instruments which may be necessary or desirable to
accomplish the purpose of this Fifth Amendment or the Agreement and to amend, modify, or supplement
the Agreement or other Surety Credit Documents in any manner. Each New Indemnitor hereby ratifies
and agrees to be bound by, to the fullest extent permitted by law, all that Integrated Electrical
Services, Inc. will lawfully do or cause to be done by virtue hereof.



     8. Continuing Effect. Except as specifically set forth in this Fifth Amendment, the
Agreement remains in full force and effect as originally written.



     9. Counterparts. This Fifth Amendment may be executed by the parties independently in
any number of counterparts, all of which together will constitute but one and the same instrument
which is valid and effective as if all parties had executed the same counterpart.



     IN WITNESS WHEREOF, the parties hereto have executed this Fifth Amendment as of the day and
year first above written.



4









 





	 	 	 	 	 	 	 
	 	 	SURETY:	 	 
	 
	 	 	 	 	 	 
	 	 	FEDERAL INSURANCE COMPANY	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 /s/ Kenneth C. Wendel	 	 
	 

	 	Its:
	 	Assistant Secretary
	 	 
	 

	 	 	 	 

	 	 
	 	 	SAFECO INSURANCE COMPANY OF AMERICA	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 /s/ Vincent P. Forte	 	 
	 

	 	Its:
	 	Vice President
	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	PRINCIPAL:	 	 
	 
	 	 	 	 	 	 
	 	 	INTEGRATED ELECTRICAL SERVICES, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 /s/ Curt L. Warnock	 	 
	 

	 	 	 	 

	 	 
	 

	 	 	 	Curt Warnock, Senior Vice President	 	 






[This space intentionally left blank.]




5









 








	 	 	 	 	 	 	 
	 	 	BRYANT ELECTRIC COMPANY, INC.	 	 
	 	 	IES COMMERCIAL, INC.1	 	 
	 	 	IES CONSOLIDATION, LLC2	 	 
	 	 	IES HOUSTON RESOURCES, INC.	 	 
	 	 	IES INDUSTRIAL, INC.3	 	 
	 	 	IES RESIDENTIAL, INC.4	 	 
	 	 	MARK HENDERSON, INCORPORATED	 	 
	 	 	MID-STATES ELECTRIC COMPANY, INC.	 	 
	 	 	PAN AMERICAN ELECTRIC, INC.	 	 
	 	 	THOMAS POPP & COMPANY	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Curt L. Warnock	 	 
	 

	 	 	 	 

Curt Warnock
	 	 
	 

	 	 	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	MILLS ELECTRIC LP	 	 
	 

	 	By:
	 	Mills Management LLC	 	 






	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Curt L. Warnock 	 	 
	 

	 	 	 	 

Curt Warnock
	 	 
	 

	 	 	 	Vice President	 	 








 




			
	1	 	The following Principal/Indemnitors to the Agreement
(prior to this Fifth Amendment) merged into IES Commercial, Inc.: Aladdin Ward
Electric & Air, Inc.; Amber Electric, Inc; ARC Electric, Incorporated; Bexar
Electric Company, Ltd.; Commercial Electrical Contractors, Inc.; Daniel
Electric Contractors, Inc.; Electro-Tech, Inc.; Federal Communications Group,
Inc.; Hatfield Reynolds Electric Company; Menninga Electric, Inc.; Newcomb
Electric Company, Inc.; New Technology Electrical Contractors, Inc.; PrimeNet,
Inc.; Primo Electric, Inc.; Rivera Electric, LLC; Rodgers Electric Company,
Inc.; Ron’s Electric, Inc.; and Valentine Electrical, Inc.
	 
	2	 	The following Principal/Indemnitors to the Agreement
(prior to this Fifth Amendment) merged into IES Consolidation, LLC: Bachofner
Electric, Inc.; Cross State Electric, Inc.; Neal Electric, LP; and Paulin
Electric Company, Inc.
	 
	3	 	Successor by name change to Davis Electric
Constructors, Inc. The following Principal/Indemnitors to the Agreement (prior
to this Fifth Amendment) merged into IES Industrial, Inc.: Haymaker Electric,
Ltd. and Kayton Electric, Inc.
	 
	4	 	The following Principal/Indemnitor to the Agreement
(prior to this Fifth Amendment) merged into IES Residential, Inc.: Mitchell
Electric Company, Inc.




6









 










	 	 	 	 	 	 	 	 	 
	 	 	RAINES ELECTRIC LP	 	 
	 	 	By:	 	Raines Management LLC, its general partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	/s/ Curt L. Warnock 	 	 
	 

	 	 	 	 	 	 

Curt Warnock
	 	 
	 

	 	 	 	 	 	Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	INDEMNITORS:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	INTEGRATED ELECTRICAL SERVICES, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Curt L. Warnock 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Curt Warnock, Senior Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	BRYANT ELECTRIC COMPANY, INC.	 	 
	 	 	IES COMMERCIAL, INC.	 	 
	 	 	IES CONSOLIDATION, LLC	 	 
	 	 	IES HOUSTON RESOURCES, INC.	 	 
	 	 	IES INDUSTRIAL, INC.	 	 
	 	 	IES RESIDENTIAL, INC.	 	 
	 	 	MARK HENDERSON, INCORPORATED	 	 
	 	 	MID-STATES ELECTRIC COMPANY, INC.	 	 
	 	 	PAN AMERICAN ELECTRIC, INC.	 	 
	 	 	THOMAS POPP & COMPANY	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Curt L. Warnock 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Curt Warnock	 	 
	 	 	 	 	Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	MILLS ELECTRIC LP	 	 
	 	 	By:	 	Mills Management LLC	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	/s/ Curt L. Warnock 	 	 
	 

	 	 	 	 	 	 

Curt Warnock
	 	 
	 

	 	 	 	 	 	Vice President	 	 






7









 






	 	 	 	 	 	 	 	 	 
	 	 	RAINES ELECTRIC LP	 	 
	 	 	By:	 	Raines Management LLC, its general partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	/s/ Curt L. Warnock 	 	 
	 

	 	 	 	 	 	 

Curt Warnock
	 	 
	 

	 	 	 	 	 	Vice President	 	 







8











 





PRINCIPAL




	 	 	 	 	 	 	 	 	 	 	 
	 	 	PRINCIPAL PLACE OF	 	 	 		 	 	 	 
	 	 	BUSINESS/CHIEF	 	 	 	STATE OF	 		 	 
	 	 	EXECUTIVE OFFICE	 	TYPE OF	 	FORMATION/	 	TAX I.D.	 	TRADE NAME
	PRINCIPAL	 	(Six Months and Current)	 	ENTITY	 	REGISTRATION	 	NUMBER	 	(Past Six Months)
	Integrated Electrical
Services, Inc.

	 	1800 West Loop South, 


Suite 500


Houston, Texas 77027
	 	Corporation
	 	Delaware
	 	76-0542208
	 	IES
	 
	 	 	 	 	 	 	 	 	 	 
	Bryant Electric Company,
Inc.

	 	215 Balfour Drive

Archdale, North Carolina

27263-3117
	 	Corporation
	 	North Carolina
	 	56-154780
	 	None
	 
	 	 	 	 	 	 	 	 	 	 
	IES Commercial, Inc.

	 	2328 W. Huntington Drive
Tempe, AZ 85282
	 	Corporation
	 	Delaware
	 	16-1664197
	 	ARC Electric


ARC Electric,
Incorporated


Advantage Controls


Aladdin Ward
Electric & Air,
Inc.


Amber Electric, Inc.


BW/BEC, Inc.


BW/BEC II LLC


Bexar Communications


Bexar Electric
Company, Inc.


Bexar Electric
Company, Ltd.


Collier Daniel
Electric
Collier Electric


Commercial
Communications


Commercial
Electrical
Contractors, Inc.


Daniel Electrical




EXHIBIT A














 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	PRINCIPAL PLACE OF	 	 	 		 	 	 	 
	 	 	BUSINESS/CHIEF	 	 	 	STATE OF	 		 	 
	 	 	EXECUTIVE OFFICE	 	TYPE OF	 	FORMATION/	 	TAX I.D.	 	TRADE NAME
	PRINCIPAL	 	(Six Months and Current)	 	ENTITY	 	REGISTRATION	 	NUMBER	 	(Past Six Months)
	 

	 	 	 	 	 	 	 	 	 	Daniel Electric
Contractors, Inc.


Daniel Electrical
Treasure Coast


Electro-Tech, Inc.


Electro Tech of
Nevada


Federal
Communications
Group, Inc.


Hatfield Reynolds
Electric Company


IES Communications,
Inc.


IES Federal
Contract Group,
Inc.


IES Northplains


Menninga Electric,
Inc.


Newcomb Electric,
Inc.


New Tech Electric


New Tech Services


New Technology
Electrical
Contractors, Inc.


PrimeNet


PrimeNet, Inc.


Primo Electric
Company


Rivera Electric


Rivera Electric LLC


Rodgers Electric






2









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	PRINCIPAL PLACE OF	 	 	 		 	 	 	 
	 	 	BUSINESS/CHIEF	 	 	 	STATE OF	 		 	 
	 	 	EXECUTIVE OFFICE	 	TYPE OF	 	FORMATION/	 	TAX I.D.	 	TRADE NAME
	PRINCIPAL	 	(Six Months and Current)	 	ENTITY	 	REGISTRATION	 	NUMBER	 	(Past Six Months)
	 

	 	 	 	 	 	 	 	 	 	Company, Inc.


Ron’s Electric
Company, Inc.


Valentine
Communications


Valentine
Electrical, Inc.


	 
	 	 	 	 	 	 	 	 	 	 
	IES Consolidation, LLC

	 	1800 WestLoop South, 


Suite 500


Houston, TX 77027
	 	Limited Liability

Company
	 	Delaware
	 	26-0733980
	 	Bachofner Electric,
Inc.


Cypress Electrical
Contractors, Inc.


Intelligent
Building Solutions,
Inc.


PrimeNet


	 
	 	 	 	 	 	 	 	 	 	 
	IES Houston Resources, Inc.

	 	6510 Bourgeouis Road

Houston, Texas 77066
	 	Corporation
	 	Delaware
	 	76-214796
	 	Gray Electric


IES Mutifamily
Resources


J.W. Gray
Electrical
Contractors, LP


J.W. Gray Holdings
II LLC


J.W. Gray Electric
Company, Inc.


Pollock Summit
Electric LP


Pollock Summit
Holdings II LLC


Pollock Summit
Electric


SecurePro Alarm
Systems


Summit Electric of
Texas, Inc.


Tesla Power and
Automation L.P.








3









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	PRINCIPAL PLACE OF	 	 	 		 	 	 	 
	 	 	BUSINESS/CHIEF	 	 	 	STATE OF	 		 	 
	 	 	EXECUTIVE OFFICE	 	TYPE OF	 	FORMATION/	 	TAX I.D.	 	TRADE NAME
	PRINCIPAL	 	(Six Months and Current)	 	ENTITY	 	REGISTRATION	 	NUMBER	 	(Past Six Months)
	 

	 	 	 	 	 	 	 	 	 	Tesla Power

(Nevada) II LLC
	 
	 	 	 	 	 	 	 	 	 	 
	IES Industrial, Inc.

	 	610 Bourgeois Road

Houston, TX 77066
	 	Corporation
	 	South Carolina
	 	57-0474303
	 	Charles P. Bagby
Co., Inc.


Davis Constructors


Davis Electric
Constructors, Inc.


Davis
International, a
division of Davis
Electrical
Constructors, Inc.


General Partner,
Inc.


Haymaker Electric,
Ltd.


Kayton Electric,
Inc.


Murray Electrical
Contractors, Inc.
	 
	 	 	 	 	 	 	 	 	 	 
	IES Residential, Inc.

	 	10203 Mula Circle

Stafford, TX 77477
	 	Corporation
	 	Delaware
	 	74-1774028
	 	Austin Stafford
Electric


Cross State
Electric, Inc.


HSE Alarm Systems


HSE Electrical
Contractors


HSE Electrical
Services


HSE Special Systems


Houston-Stafford
Electric


Houston-Stafford
Electrical
Contractors, LP


Houston-Stafford
Holdings II, LLC






4









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	PRINCIPAL PLACE OF	 	 	 		 	 	 	 
	 	 	BUSINESS/CHIEF	 	 	 	STATE OF	 		 	 
	 	 	EXECUTIVE OFFICE	 	TYPE OF	 	FORMATION/	 	TAX I.D.	 	TRADE NAME
	PRINCIPAL	 	(Six Months and Current)	 	ENTITY	 	REGISTRATION	 	NUMBER	 	(Past Six Months)
	 

	 	 	 	 	 	 	 	 	 	Houston-Stafford
Electric, Inc.


Mitchell Electric
Company, Inc.


Neal Electric, LP


Neal Electric, LLC


Paulin Electric


Paulin Electric
Company, Inc.
	 
	 	 	 	 	 	 	 	 	 	 
	Mark Henderson, 

Incorporated

	 	5322 Snapfinger Park Drive

Decatur, Georgia

30035-4040
	 	Corporation
	 	Delaware
	 	76-0576830
	 	Mark Henderson
	 
	 	 	 	 	 	 	 	 	 	 
	Mid-States Electric
Company, Inc.

	 	1800 West Loop South,
Suite 500, Houston, TX
77027
	 	Corporation
	 	Delaware
	 	62-1746956
	 	None
	 
	 	 	 	 	 	 	 	 	 	 
	Mills Electric LP

	 	2525 Walnut Hill Lane

Dallas, Texas 75229
	 	Limited Partnership
	 	Texas
	 	52-2095984
	 	Mills Electrical

Contractors
	 
	 	 	 	 	 	 	 	 	 	 
	Pan American Electric, Inc.

	 	1300 Fort Negley Boulevard

Nashville, Tennessee 37203
	 	Corporation
	 	Tennessee
	 	62-0985675
	 	None
	 
	 	 	 	 	 	 	 	 	 	 
	Raines Electric LP

	 	2525 Walnut Hill Lane

Dallas, Texas 75229
	 	Limited Partnership
	 	Texas
	 	52-2132532
	 	Raines Electrical

Contractors
	 
	 	 	 	 	 	 	 	 	 	 
	Thomas Popp & Company

	 	10152 International Blvd.
Cincinnati, Ohio 45246
	 	Corporation
	 	Ohio
	 	31-1112666
	 	None







5











 





INDEMNITORS




	 	 	 	 	 	 	 	 	 	 	 
	 	 	PRINCIPAL PLACE OF	 	 	 	 	 	 	 	 
	 	 	BUSINESS/CHIEF	 	 	 	STATE OF	 	 	 	 
	 	 	EXECUTIVE OFFICE	 	TYPE OF	 	FORMATION/	 	TAX I.D.	 	TRADE NAME
	INDEMNITORS	 	(Six Months and Current)	 	ENTITY	 	REGISTRATION	 	NUMBER	 	(Past Six Months)
	Integrated Electrical
Services, Inc.

	 	1800 West Loop South,

Suite 500

Houston, Texas 77027
	 	Corporation
	 	Delaware
	 	76-0542208
	 	 IES
	 
	 	 	 	 	 	 	 	 	 	 
	Bryant Electric Company,
Inc.

	 	215 Balfour Drive

Archdale, North Carolina

27263-3117
	 	Corporation
	 	North Carolina
	 	 56-154780
	 	 None
	 
	 	 	 	 	 	 	 	 	 	 
	IES Commercial, Inc.

	 	2328 W. Huntington Drive

Tempe, AZ 85282
	 	Corporation
	 	Delaware
	 	16-1664197
	 	ARC Electric


ARC Electric,
Incorporated


Advantage Controls


Aladdin Ward
Electric & Air,
Inc.


Amber Electric, Inc.


BW/BEC, Inc.


BW/BEC II LLC


Bexar Communications


Bexar Electric
Company, Inc.


Bexar Electric
	 

	 	 	 	 	 	 	 	 	 	Company, Ltd.


Collier Daniel
Electric
Collier Electric


Commercial
Communications


Commercial

Electrical
Contractors, Inc.


Daniel Electrical




EXHIBIT B





 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	PRINCIPAL PLACE OF	 	 	 	 	 	 	 	 
	 	 	BUSINESS/CHIEF	 	 	 	STATE OF	 	 	 	 
	 	 	EXECUTIVE OFFICE	 	TYPE OF	 	FORMATION/	 	TAX I.D.	 	TRADE NAME
	INDEMNITORS	 	(Six Months and Current)	 	ENTITY	 	REGISTRATION	 	NUMBER	 	(Past Six Months)
	 

	 	 	 	 	 	 	 	 	 	Daniel Electric
Contractors, Inc.


Daniel Electrical
Treasure Coast


Electro-Tech, Inc.


Electro Tech of
Nevada


Federal
Communications
Group, Inc.


Hatfield Reynolds
Electric Company


IES Communications,
Inc.


IES Federal
Contract Group,
Inc.


IES Northplains


Menninga Electric,
Inc.


Newcomb Electric,
Inc.


New Tech Electric


New Tech Services


New Technology
Electrical
Contractors, Inc.


PrimeNet


PrimeNet, Inc.


Primo Electric
Company


Rivera Electric


Rivera Electric LLC


	 

	 	 	 	 	 	 	 	 	 	Rodgers Electric






2









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	PRINCIPAL PLACE OF	 	 	 	 	 	 	 	 
	 	 	BUSINESS/CHIEF	 	 	 	STATE OF	 	 	 	 
	 	 	EXECUTIVE OFFICE	 	TYPE OF	 	FORMATION/	 	TAX I.D.	 	TRADE NAME
	INDEMNITORS	 	(Six Months and Current)	 	ENTITY	 	REGISTRATION	 	NUMBER	 	(Past Six Months)
	 

	 	 	 	 	 	 	 	 	 	Company, Inc.


Ron’s Electric
Company, Inc.


Valentine
Communications


Valentine
Electrical, Inc.


	IES Consolidation, LLC

	 	1800 WestLoop South,

Suite 500

Houston, TX 77027
	 	Limited Liability

Company
	 	 Delaware
	 	26-0733980
	 	Bachofner Electric,
Inc.


Cypress Electrical
Contractors, Inc.


Intelligent
Building Solutions,
Inc.


PrimeNet


	 
	 	 	 	 	 	 	 	 	 	 
	IES Houston Resources, Inc.

	 	6510 Bourgeouis Road

Houston, Texas 77066
	 	Corporation
	 	Delaware
	 	76-214796
	 	Gray Electric


IES Mutifamily
Resources


J.W. Gray
Electrical
Contractors, LP


J.W. Gray Holdings
II LLC


J.W. Gray Electric
Company, Inc.


Pollock Summit
Electric LP


Pollock Summit
Holdings II LLC


Pollock Summit
Electric


SecurePro Alarm
Systems


Summit Electric of
Texas, Inc.


Tesla Power and
Automation L.P.






3









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	PRINCIPAL PLACE OF	 	 	 	 	 	 	 	 
	 	 	BUSINESS/CHIEF	 	 	 	STATE OF	 	 	 	 
	 	 	EXECUTIVE OFFICE	 	TYPE OF	 	FORMATION/	 	TAX I.D.	 	TRADE NAME
	INDEMNITORS	 	(Six Months and Current)	 	ENTITY	 	REGISTRATION	 	NUMBER	 	(Past Six Months)
	



	 	 	 	 	 	 	 	 	 	Tesla Power

(Nevada) II LLC
	 
	IES Industrial, Inc.

	 	610 Bourgeois Road

Houston, TX 77066
	 	Corporation
	 	South Carolina
	 	57-0474303
	 	Charles P. Bagby
Co., Inc.


	 

	 	 	 	 	 	 	 	 	 	Davis Constructors


Davis Electric
Constructors, Inc.


Davis
International, a
division of Davis
Electrical
Constructors, Inc.


General Partner,
Inc.


Haymaker Electric,
Ltd.


Kayton Electric,
Inc.



Murray Electrical
Contractors, Inc.


	IES Residential, Inc.

	 	10203 Mula Circle

Stafford, TX 77477
	 	Corporation
	 	Delaware
	 	74-1774028
	 	Austin Stafford
Electric


Cross State
Electric, Inc.


HSE Alarm Systems


HSE Electrical
Contractors


HSE Electrical
Services


HSE Special Systems


Houston-Stafford
Electric 



Houston-Stafford
Electrical 


Contractors, LP


Houston-Stafford

Holdings II, LLC






4









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	PRINCIPAL PLACE OF	 	 	 	 	 	 	 	 
	 	 	BUSINESS/CHIEF	 	 	 	STATE OF	 	 	 	 
	 	 	EXECUTIVE OFFICE	 	TYPE OF	 	FORMATION/	 	TAX I.D.	 	TRADE NAME
	INDEMNITORS	 	(Six Months and Current)	 	ENTITY	 	REGISTRATION	 	NUMBER	 	(Past Six Months)
	 

	 	 	 	 	 	 	 	 	 	Houston-Stafford
Electric, Inc.


Mitchell Electric
Company, Inc.


Neal Electric, LP


Neal Electric, LLC


Paulin Electric


Paulin Electric
Company, Inc.


	 
	 	 	 	 	 	 	 	 	 	 
	Mark Henderson, 

Incorporated

	 	5322 Snapfinger Park Drive

Decatur, Georgia

30035-4040
	 	Corporation
	 	Delaware
	 	76-0576830
	 	Mark Henderson
	 
	 	 	 	 	 	 	 	 	 	 
	Mid-States Electric
Company, Inc.

	 	1800 West Loop South,

Suite 500, Houston, TX

77027
	 	Corporation
	 	Delaware
	 	62-1746956
	 	None
	 
	 	 	 	 	 	 	 	 	 	 
	Mills Electric LP

	 	2525 Walnut Hill Lane

Dallas, Texas 75229
	 	Limited Partnership
	 	Texas
	 	52-2095984
	 	Mills Electrical

Contractors
	 
	 	 	 	 	 	 	 	 	 	 
	Pan American Electric, Inc.

	 	1300 Fort Negley Boulevard

Nashville, Tennessee 37203
	 	Corporation
	 	Tennessee
	 	62-0985675
	 	None
	 
	 	 	 	 	 	 	 	 	 	 
	Raines Electric LP

	 	2525 Walnut Hill Lane

Dallas, Texas 75229
	 	Limited Partnership
	 	Texas
	 	52-2132532
	 	Raines Electrical

Contractors
	 
	 	 	 	 	 	 	 	 	 	 
	Thomas Popp & Company

	 	10152 International Blvd.

Cincinnati, Ohio 45246
	 	 Corporation
	 	Ohio
	 	31-1112666
	 	None







5