exv10w2



 




Exhibit 10.2





PLEDGE AGREEMENT




     This PLEDGE AGREEMENT, dated as of May 12, 2006 (together with all amendments, restatements or
modifications from time to time hereto, this “Agreement”) among Integrated Electrical
Services, Inc., a Delaware corporation (“IES”) and each of the entities listed as Pledgor
on Schedule I attached hereto (each a “Pledgor” and collectively, “Pledgors”) and
BANK OF AMERICA, N.A. in its capacity as Agent for Lenders (“Agent”).



W I T N E S S E T H:




     WHEREAS, pursuant to that certain Loan and Security Agreement dated as of the date hereof by
and among IES, the Persons named therein as Credit Parties, Agent and the Persons signatory thereto
from time to time as Lenders (including all annexes, exhibits and schedules thereto, and as from
time to time amended, restated, supplemented or otherwise modified, the “Loan Agreement”)
the Lenders have agreed to make Loans to, and issue Letters of Credit for the benefit of,
Borrowers;



     WHEREAS, each Pledgor is the record and beneficial owner of the shares of capital stock and/or
other equity securities and ownership interests listed in Part A of Schedule I hereto and
the owner of the promissory notes and instruments listed in Part B of Schedule I hereto;



     WHEREAS, each Pledgor benefits from the credit facilities made available to Borrowers under
the Loan Agreement;



     WHEREAS, in order to induce Agent and Lenders to make the Loans and to issue the Letters of
Credit as provided for in the Loan Agreement, each Pledgor has agreed to pledge the Pledged
Collateral to Agent in accordance herewith and has determined that such pledge is necessary or
convenient to the conduct, promotion or attainment of its business;



     NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained and
to induce Lenders to make Loans and to incur Letter of Credit obligations under the Loan Agreement,
it is agreed as follows:



     1. Definitions. Unless otherwise defined herein, terms defined in the Loan Agreement
are used herein as therein defined, and the following shall have (unless otherwise provided
elsewhere in this Agreement) the following respective meanings (such meanings being equally
applicable to both the singular and plural form of the terms defined):



          “Bankruptcy Code” means title 11, United States Code, as amended from time to time,
and any successor statute thereto.




          “Pledged Collateral” has the meaning assigned to such term in Section 2
hereof.




          “Pledged Entity” means an issuer of Pledged Shares or Pledged Indebtedness.




Pledge Agreement




1









 








          “Pledged Indebtedness” means the Indebtedness evidenced by promissory notes and
instruments listed on Part B of Schedule I hereto;




          “Pledged Shares” means those shares of capital stock and/or other equity securities
and ownership interests listed on Part A of Schedule I hereto.




          “Secured Obligations” has the meaning assigned to such term in Section 3
hereof.




     2. Pledge. Each Pledgor hereby pledges to Agent, and grants to Agent for itself and
the benefit of Lenders, a first priority security interest in all of the following (collectively,
the “Pledged Collateral”):



          (a) the Pledged Shares and the certificates representing the Pledged Shares, and all
dividends, distributions, cash, instruments and other property or proceeds from time to time
received, receivable or otherwise distributed in respect of or in exchange for any or all of the
Pledged Shares; and




          (b) such portion, as determined by Agent as provided in Section 6(d) below, of any
additional shares of capital stock and/or other equity securities and ownership interests, as
applicable, of a Pledged Entity from time to time acquired by such Pledgor in any manner (which
shares shall be deemed to be part of the Pledged Shares), and the certificates representing such
additional shares, if any, and all dividends, distributions, cash, instruments and other property
or proceeds from time to time received, receivable or otherwise distributed in respect of or in
exchange for any or all of such additional stock; and




          (c) the Pledged Indebtedness and the promissory notes or instruments evidencing the Pledged
Indebtedness, and all interest, cash, instruments and other property and assets from time to time
received, receivable or otherwise distributed in respect of the Pledged Indebtedness; and




          (d) all additional Debt arising after the date hereof and owing to Pledgor by any Pledged
Entity and evidenced by promissory notes or other instruments, together with such promissory notes
and instruments, and all interest, cash, instruments and other property and assets from time to
time received, receivable or otherwise distributed in respect of that Pledged Indebtedness.




     3. Security for Obligations. This Agreement secures, and the Pledged Collateral is
security for, the prompt payment in full when due, whether at stated maturity, by acceleration or
otherwise, and performance of all Obligations of any kind under or in connection with the Loan
Agreement and the other Loan Documents and all obligations of each Pledgor now or hereafter
existing under this Agreement including, without limitation, all fees, costs and expenses whether
in connection with collection actions hereunder or otherwise (collectively, the “Secured
Obligations”).



     4. Delivery of Pledged Collateral. All certificates, if any, and all promissory notes
and instruments evidencing the Pledged Collateral shall be delivered to and held by or on behalf of
Agent, for itself and the benefit of Lenders, pursuant hereto. All Pledged Shares which are



Pledge Agreement





2









 







represented by certificates shall be accompanied by duly executed instruments of transfer or
assignment in blank, all in form and substance satisfactory to Agent and all promissory notes
or other instruments evidencing the Pledged Indebtedness shall be endorsed by the applicable
Pledgor.




     5. Representations and Warranties. Each Pledgor represents and warrants to Agent
that:



          (a) such Pledgor is, and at the time of delivery of the Pledged Shares to Agent will be, the
sole holder of record and the sole beneficial owner of such Pledged Collateral pledged by Pledgor
free and clear of any Lien thereon or affecting the title thereto, except for any Lien created by
this Agreement or any Lien in favor of the Tranche B Agent; such Pledgor is and at the time of
delivery of the Pledged Indebtedness to Agent will be, the sole owner of such Pledged Collateral
free and clear of any Lien thereon or affecting title thereto, except for (i) any Lien created by
this Agreement or any Lien in favor of the Tranche B Agent and (ii) common law rights of offset and
similar rights solely with respect to Pledged Indebtedness;




          (b) All of the Pledged Shares have been duly authorized, validly issued and are fully paid and
non-assessable; the Pledged Indebtedness has been duly authorized, authenticated or issued and
delivered by, and is the legal, valid and binding obligations of, the Pledged Entities, and no such
Pledged Entity is in default thereunder;




          (c) such Pledgor has the right and requisite authority to pledge, assign, transfer, deliver,
deposit and set over the Pledged Collateral pledged by Pledgor to Agent as provided herein;




          (d) None of the Pledged Shares or Pledged Indebtedness has been issued or transferred in
violation of the securities registration, securities disclosure or similar laws of any jurisdiction
to which such issuance or transfer may be subject;




          (e) All of the Pledged Shares are presently owned by one or more Pledgors, and, if
certificated, are presently represented by the certificates listed on Part A of Schedule I
hereto. Other than as set forth on Part A of Schedule I hereto, no membership or other
equity certificates have been issued to Pledgor by any Pledged Entity and Pledgor agrees that it
will not allow any Pledged Entity to issue any such certificates representing the Pledged
Collateral unless such certificates are delivered to Agent in accordance with this Agreement. As
of the date hereof, there are no existing options, warrants, calls or commitments of any character
whatsoever relating to the Pledged Shares;




          (f) No consent, approval, authorization or other order or other action by, and no notice to or
filing with, any Governmental Authority or any other Person is required (i) for the pledge by such
Pledgor of the Pledged Collateral pursuant to this Agreement or for the execution, delivery or
performance of this Agreement by such Pledgor, or (ii) for the exercise by Agent of the voting or
other rights provided for in this Agreement or the remedies in respect of the Pledged Collateral
pursuant to this Agreement, except as may be required by laws affecting the voting, offering and
sale of securities generally;




Pledge Agreement




3









 








          (g) The pledge, assignment and delivery of the Pledged Collateral pursuant to this Agreement
will create a valid first priority Lien on and a first priority perfected security
interest in favor of the Agent for the benefit of Agent and Lenders in the Pledged Collateral
and the proceeds thereof, securing the payment of the Secured Obligations, subject to no other Lien
other than common law rights of offset and similar rights solely with respect to Pledged
Indebtedness and the Lien in favor of the Tranche B Agent;




          (h) This Agreement has been duly authorized, executed and delivered by such Pledgor and
constitutes a legal, valid and binding obligation of such Pledgor enforceable against such Pledgor
in accordance with its terms;




          (i) The Pledged Shares constitute the entire interest of Pledgor in the capital stock and/or
other equity securities and ownership interests of each Pledged Entity; and




          (j) Except as disclosed on Part B of Schedule I, none of the Pledged Indebtedness is
subordinated in right of payment to other Debt (except for the Secured Obligations) or subject to
the terms of an indenture.




     The representations and warranties set forth in this Section 5 shall survive the
execution and delivery of this Agreement.



     6. Covenants. Each Pledgor covenants and agrees that until the Commitment Termination
Date:



          (a) Without the prior written consent of Agent, Pledgor will not sell, assign, transfer,
pledge, or otherwise encumber any of its rights in or to the Pledged Collateral, or any unpaid
dividends, interest or other distributions or payments with respect to the Pledged Collateral or
grant a Lien in the Pledged Collateral, unless otherwise expressly permitted by the Loan Agreement;




          (b) such Pledgor will, at its expense, promptly execute, acknowledge and deliver all such
instruments and take all such actions as Agent from time to time may request in order to ensure to
Agent and Lenders the benefits of the Liens in and to the Pledged Collateral intended to be created
by this Agreement, including the filing of any necessary UCC financing statements, which may be
filed by Agent with or (to the extent permitted by law) without the signature of such Pledgor, and
will cooperate with Agent, at such Pledgor’s expense, in obtaining all necessary approvals and
making all necessary filings under federal, state, local or foreign law in connection with such
Liens or any sale or transfer of the Pledged Collateral;




          (c) such Pledgor has and will defend the title to the Pledged Collateral and the Liens of
Agent in the Pledged Collateral against the claim of any Person and will maintain and preserve such
Liens; and




          (d) such Pledgor will, upon obtaining ownership of any additional capital stock and/or other
equity securities and ownership interests or promissory notes or instruments of a Pledged Entity or
capital stock and/or other equity securities and ownership interests or promissory notes or
instruments otherwise required to be pledged to Agent pursuant to any of the




Pledge Agreement




4









 







Loan Documents, which
capital stock and/or other equity securities and ownership interests, notes or instruments are not
already Pledged Collateral, promptly deliver to Agent a Pledge Amendment, duly executed by Pledgor,
in substantially the form of Schedule II hereto (a “Pledge 
Amendment”) in respect of any such additional capital stock and/or other equity
securities and ownership interests, notes or instruments, pursuant to which Pledgor shall pledge to
Agent all of such additional capital stock and/or other equity securities and ownership interests,
notes and instruments. Each Pledgor hereby authorizes Agent to attach each Pledge Amendment to
this Agreement and agrees that all Pledged Shares and Pledged Indebtedness listed on any Pledge
Amendment delivered to Agent shall for all purposes hereunder be considered Pledged Collateral.




     7. Pledgors’ Rights. As long as no Event of Default shall have occurred and be
continuing and until written notice shall be given to Pledgors in accordance with Section
8(a) hereof:



          (a) Each Pledgor, as applicable, shall have the right, from time to time, to vote and give
consents with respect to the Pledged Collateral, or any part thereof for all purposes not
inconsistent with the provisions of this Agreement, the Loan Agreement or any other Loan Document;
provided, however, that no vote shall be cast, and no consent shall be given or
action taken, which would have the effect of impairing the position or interest of Agent in respect
of the Pledged Collateral or which would authorize, effect or consent to (unless and to the extent
expressly permitted by the Loan Agreement):





               (i) the dissolution or liquidation, in whole or in part, of a Pledged Entity other than
into IES or a Pledged Entity;




               (ii) the consolidation or merger of a Pledged Entity with any other Person other than
into IES or a Pledged Entity;




               (iii) any change in the authorized number of shares, the stated capital or the
authorized share capital of a Pledged Entity or the issuance of any additional shares of its
capital stock and/or other equity securities and ownership interests unless all such
additional shares, capital stock, equity securities or ownership interests constitute
Pledged Collateral and any certificates in respect thereof are promptly delivered to Agent;
or




               (iv) the alteration of the voting rights with respect to the capital stock and/or other
equity securities and ownership interests of a Pledged Entity.



          (b) (i) Each Pledgor, as applicable, shall be entitled, from time to time, to collect and
receive for its own use all cash dividends and interest paid in respect of the Pledged Shares and
Pledged Indebtedness to the extent not in violation of the Loan Agreement other than any
and all: (A) dividends and interest paid or payable other than in cash in respect of any Pledged
Collateral, and instruments and other property received, receivable or otherwise distributed in
respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid
or payable in cash in respect of any Pledged Shares in connection with a partial or total
liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in
capital of a Pledged Entity; and (C) cash paid, payable or otherwise distributed, in respect




Pledge Agreement




5









 







of
principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided,
however, that until actually paid all rights to such distributions shall remain subject to
the Lien created by this Agreement; and





               (ii) all dividends and interest (other than such cash dividends and interest as are
permitted to be paid to Pledgor in accordance with clause (i) above) and all other
distributions in respect of any of the Pledged Shares or Pledged Indebtedness, whenever paid
or made, shall be delivered to Agent to hold as Pledged Collateral and shall, if received by
Pledgor, be received in trust for the benefit of Agent, be segregated from the other
property or funds of Pledgor, and be forthwith delivered to Agent as Pledged Collateral in
the same form as so received (with any necessary endorsement).



8. Defaults and Remedies; Proxy.



          (a) Upon the occurrence of an Event of Default and during the continuation of such Event of
Default, and concurrently with written notice to Pledgors, Agent (personally or through an agent)
is hereby authorized and empowered to transfer and register in its name or in the name of its
nominee the whole or any part of the Pledged Collateral, to exchange certificates or instruments,
if any, representing or evidencing Pledged Collateral for certificates or instruments of smaller or
larger denominations, to exercise the voting and all other rights as a holder with respect thereto,
to collect and receive all cash dividends, interest, principal and other distributions made
thereon, to sell in one or more sales after ten (10) days’ notice of the time and place of any
public sale or of the time at which a private sale is to take place (which notice Pledgor agrees is
commercially reasonable) the whole or any part of the Pledged Collateral and to otherwise act with
respect to the Pledged Collateral as though Agent was the outright owner thereof. Any sale shall
be made at a public or private sale at Agent’s place of business, or at any place to be named in
the notice of sale, either for cash or upon credit or for future delivery at such price as Agent
may deem fair, and Agent may be the purchaser of the whole or any part of the Pledged Collateral so
sold and hold the same thereafter in its own right free from any claim of Pledgors or any right of
redemption. Each sale shall be made to the highest bidder, but Agent reserves the right to reject
any and all bids at such sale which, in its discretion, it shall deem inadequate. Demands of
performance, except as otherwise herein specifically provided for, notices of sale, advertisements
and the presence of property at sale are hereby waived and any sale hereunder may be conducted by
an auctioneer or any officer or agent of Agent. EACH PLEDGOR HEREBY IRREVOCABLY CONSTITUTES AND
APPOINTS AGENT AS THE PROXY AND ATTORNEY-IN-FACT OF SUCH PLEDGOR WITH RESPECT TO THE PLEDGED
COLLATERAL, INCLUDING THE RIGHT TO VOTE THE PLEDGED SHARES, WITH FULL POWER OF SUBSTITUTION TO DO
SO. THE APPOINTMENT OF AGENT AS PROXY AND ATTORNEY-IN-FACT IS COUPLED WITH AN INTEREST AND SHALL
BE IRREVOCABLE UNTIL THE COMMITMENT TERMINATION DATE. IN ADDITION TO THE RIGHT TO VOTE THE PLEDGED
SHARES, THE APPOINTMENT OF AGENT AS PROXY AND ATTORNEY-IN-FACT SHALL INCLUDE THE RIGHT TO EXERCISE
ALL OTHER RIGHTS, POWERS, PRIVILEGES AND REMEDIES TO WHICH A HOLDER OF THE PLEDGED SHARES WOULD BE
ENTITLED (INCLUDING GIVING OR WITHHOLDING WRITTEN CONSENTS OF SHAREHOLDERS, CALLING SPECIAL
MEETINGS OF SHAREHOLDERS AND VOTING AT SUCH MEETINGS). SUCH PROXY




Pledge Agreement





6









 







AND APPOINTMENT AS
ATTORNEY-IN-FACT SHALL BE EFFECTIVE, AUTOMATICALLY AND WITHOUT THE NECESSITY OF ANY ACTION
(INCLUDING ANY TRANSFER OF ANY PLEDGED SHARES ON THE RECORD BOOKS OF THE ISSUER THEREOF) BY ANY
PERSON (INCLUDING THE ISSUER OF THE PLEDGED SHARES OR ANY OFFICER OR AGENT THEREOF), UPON THE
OCCURRENCE AND
DURING THE CONTINUANCE OF AN EVENT OF DEFAULT. NOTWITHSTANDING THE FOREGOING, AGENT SHALL NOT
HAVE ANY DUTY TO EXERCISE ANY SUCH RIGHT OR TO PRESERVE THE SAME AND SHALL NOT BE LIABLE FOR ANY
FAILURE TO DO SO OR FOR ANY DELAY IN DOING SO.




          (b) If, at the original time or times appointed for the sale of the whole or any part of the
Pledged Collateral, the highest bid, if there be but one sale, shall be inadequate to discharge in
full all the Secured Obligations, or if the Pledged Collateral be offered for sale in lots, if at
any of such sales, the highest bid for the lot offered for sale would indicate to Agent, in its
discretion, that the proceeds of the sales of the whole of the Pledged Collateral would be unlikely
to be sufficient to discharge all the Secured Obligations, Agent may, on one or more occasions and
in its discretion, postpone any of said sales by public announcement at the time of sale or the
time of previous postponement of sale, and no other notice of such postponement or postponements of
sale need be given, any other notice being hereby waived; provided, however, that
any sale or sales made after such postponement shall be after ten (10) days’ notice to Pledgors.




          (c) If, at any time when Agent in its sole discretion determines, following the occurrence and
during the continuance of an Event of Default, that, in connection with any actual or contemplated
exercise of its rights (when permitted under this Section 8) to sell the whole or any part
of the Pledged Shares hereunder, it is necessary or advisable to effect a public registration of
all or part of the Pledged Collateral pursuant to the Securities Act of 1933, as amended (or any
similar statute then in effect) (the “Act”), each Pledgor shall, in an expeditious manner,
cause the Pledged Entities to:





               (i) Prepare and file with the Securities and Exchange Commission (the
“Commission”) a registration statement with respect to the Pledged Shares and in
good faith use commercially reasonable efforts to cause such registration statement to
become and remain effective;




               (ii) Prepare and file with the Commission such amendments and supplements to such
registration statement and the prospectus used in connection therewith as may be necessary
to keep such registration statement effective and to comply with the provisions of the Act
with respect to the sale or other disposition of the Pledged Shares covered by such
registration statement whenever Agent shall desire to sell or otherwise dispose of the
Pledged Shares;




               (iii) Furnish to Agent such numbers of copies of a prospectus and a preliminary
prospectus, in conformity with the requirements of the Act, and such other documents as
Agent may request in order to facilitate the public sale or other disposition of the Pledged
Shares by Agent;



Pledge Agreement




7









 









               (iv) Use commercially reasonable efforts to register or qualify the Pledged Shares
covered by such registration statement under such other securities or blue sky laws of such
jurisdictions within the United States and Puerto Rico as Agent shall request, and do such
other reasonable acts and things as may be required of it to enable
Agent to consummate the public sale or other disposition in such jurisdictions of the
Pledged Shares by Agent;




               (v) Furnish, at the request of Agent, on the date that shares of the Pledged Collateral
are delivered to the underwriters for sale pursuant to such registration or, if the security
is not being sold through underwriters, on the date that the registration statement with
respect to such Pledged Shares becomes effective, (A) an opinion, dated such date, of the
independent counsel representing such registrant for the purposes of such registration,
addressed to the underwriters, if any, and in the event the Pledged Shares are not being
sold through underwriters, then to Agent, in customary form and covering matters of the type
customarily covered in such legal opinions; and (B) a comfort letter, dated such date, from
the independent certified public accountants of such registrant, addressed to the
underwriters, if any, and in the event the Pledged Shares are not being sold through
underwriters, then to Agent, in a customary form and covering matters of the type
customarily covered by such comfort letters and as the underwriters or Agent shall
reasonably request. The opinion of counsel referred to above shall additionally cover such
other legal matters with respect to the registration in respect of which such opinion is
being given as Agent may reasonably request. The letter referred to above from the
independent certified public accountants shall additionally cover such other financial
matters (including information as to the period ending not more than five (5) Business Days
prior to the date of such letter) with respect to the registration in respect of which such
letter is being given as Agent may reasonably request; and




               (vi) Otherwise use commercially reasonable efforts to comply with all applicable rules
and regulations of the Commission, and make available to its security holders, as soon as
reasonably practicable but not later than 18 months after the effective date of the
registration statement, an earnings statement covering the period of at least 12 months
beginning with the first full month after the effective date of such registration statement,
which earnings statement shall satisfy the provisions of Section 11(a) of the Act.



          (d) All expenses incurred in complying with Section 8(c) hereof, including, without
limitation, all registration and filing fees (including all expenses incident to filing with the
National Association of Securities Dealers, Inc.), printing expenses, fees and disbursements of
counsel for the registrant, the fees and expenses of counsel for Agent, expenses of the independent
certified public accountants (including any special audits incident to or required by any such
registration) and expenses of complying with the securities or blue sky laws or any jurisdictions,
shall be paid by Pledgor.




          (e) If, at any time when Agent shall determine to exercise its right to sell the whole or any
part of the Pledged Collateral hereunder, such Pledged Collateral or the part thereof to be sold
shall not, for any reason whatsoever, be effectively registered under the Act, Agent




Pledge Agreement




8









 







may, in its
discretion (subject only to applicable requirements of law), sell such Pledged Collateral or part
thereof by private sale in such manner and under such circumstances as Agent may deem necessary or
advisable, but subject to the other requirements of this Section 8, and shall not be
required to effect such registration or to cause the same to be effected. Without limiting the
generality of the foregoing, in any such event, Agent in its discretion (x) may, in
accordance with applicable securities laws, proceed to make such private sale notwithstanding
that a registration statement for the purpose of registering such Pledged Collateral or part
thereof could be or shall have been filed under said Act (or similar statute), (y) may approach and
negotiate with a single possible purchaser to effect such sale, and (z) may restrict such sale to a
purchaser who is an accredited investor under the Act and who will represent and agree that such
purchaser is purchasing for its own account, for investment and not with a view to the distribution
or sale of such Pledged Collateral or any part thereof. In addition to a private sale as provided
above in this Section 8, if any of the Pledged Collateral shall not be freely distributable
to the public without registration under the Act (or similar statute) at the time of any proposed
sale pursuant to this Section 8, then Agent shall not be required to effect such
registration or cause the same to be effected but, in its discretion (subject only to applicable
requirements of law), may require that any sale hereunder (including a sale at auction) be
conducted subject to restrictions:





               (i) as to the financial sophistication and ability of any Person permitted to bid or
purchase at any such sale;




               (ii) as to the content of legends to be placed upon any certificates representing the
Pledged Collateral sold in such sale, including restrictions on future transfer thereof;




               (iii) as to the representations required to be made by each Person bidding or
purchasing at such sale relating to that Person’s access to financial information about
Pledgor and such Person’s intentions as to the holding of the Pledged Collateral so sold for
investment for its own account and not with a view to the distribution thereof; and




               (iv) as to such other matters as Agent may, in its discretion, deem necessary or
appropriate in order that such sale (notwithstanding any failure so to register) may be
effected in compliance with the Bankruptcy Code and other laws affecting the enforcement of
creditors’ rights and the Act and all applicable state securities laws.



          (f) Each Pledgor recognizes that Agent may be unable to effect a public sale of any or all the
Pledged Collateral and may be compelled to resort to one or more private sales thereof in
accordance with clause (e) above. Each Pledgor also acknowledges that any such private
sale may result in prices and other terms less favorable to the seller than if such sale were a
public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be
deemed to have been made in a commercially unreasonable manner solely by virtue of such sale being
private. Agent shall be under no obligation to delay a sale of any of the Pledged Collateral for
the period of time necessary to permit the Pledged Entity to register such securities




Pledge Agreement




9









 







for public
sale under the Act, or under applicable state securities laws, even if Pledgor and the Pledged
Entity would agree to do so.




          (g) Each Pledgor agrees to the maximum extent permitted by applicable law that following the
occurrence and during the continuance of an Event of Default it will not at any time plead, claim
or take the benefit of any appraisal, valuation, stay, extension, moratorium or
redemption law now or hereafter in force in order to prevent or delay the enforcement of this
Agreement, or the absolute sale of the whole or any part of the Pledged Collateral or the
possession thereof by any purchaser at any sale hereunder, and such Pledgor waives the benefit of
all such laws to the extent it lawfully may do so. Each Pledgor agrees that it will not interfere
with any right, power and remedy of Agent provided for in this Agreement or now or hereafter
existing at law or in equity or by statute or otherwise, or the exercise or beginning of the
exercise by Agent of any one or more of such rights, powers or remedies. No failure or delay on
the part of Agent to exercise any such right, power or remedy and no notice or demand which may be
given to or made upon any Pledgor by Agent with respect to any such remedies shall operate as a
waiver thereof, or limit or impair Agent’s right to take any action or to exercise any power or
remedy hereunder, without notice or demand, or prejudice its rights as against any Pledgor in any
respect.




          (h) Each Pledgor further agrees that a breach of any of the covenants contained in this
Section 8 will cause irreparable injury to Agent, that Agent shall have no adequate remedy
at law in respect of such breach and, as a consequence, agrees that each and every covenant
contained in this Section 8 shall be specifically enforceable against such Pledgor, and
each Pledgor hereby waives and agrees not to assert any defenses against an action for specific
performance of such covenants except for (i) a defense that the Secured Obligations are not then
due and payable in accordance with the agreements and instruments governing and evidencing such
obligations or (ii) a defense that no Event of Default has occurred and is continuing.




     9. Waiver. No delay on Agent’s part in exercising any power of sale, Lien, option or
other right hereunder, and no notice or demand which may be given to or made upon any Pledgor by
Agent with respect to any power of sale, Lien, option or other right hereunder, shall constitute a
waiver thereof, or limit or impair Agent’s right to take any action or to exercise any power of
sale, Lien, option, or any other right hereunder, without notice or demand, or prejudice Agent’s
rights as against any Pledgor in any respect.



     10. Assignment. Agent may assign, indorse or transfer any instrument evidencing all
or any part of the Secured Obligations as provided in, and in accordance with, the Loan Agreement,
and the holder of such instrument shall be entitled to the benefits of this Agreement.



     11. Termination. Immediately following the Commitment Termination Date, Agent shall
deliver to Pledgor the Pledged Collateral pledged by such Pledgor at the time subject to this
Agreement and all instruments of assignment executed in connection therewith, free and clear of the
Liens hereof and, except as otherwise provided herein, all of such Pledgor’s obligations hereunder
shall at such time terminate.



Pledge Agreement




10









 








     12. Lien Absolute. All rights of Agent hereunder, and all obligations of each Pledgor
hereunder, shall be absolute and unconditional irrespective of:



          (a) any lack of validity or enforceability of the Loan Agreement, any other Loan Document or
any other agreement or instrument governing or evidencing any Secured Obligations;




          (b) any change in the time, manner or place of payment of, or in any other term of, all or any
part of the Secured Obligations, or any other amendment or waiver of or any consent to any
departure from the Loan Agreement, any other Loan Document or any other agreement or instrument
governing or evidencing any Secured Obligations;




          (c) any exchange, release or non-perfection of any other Collateral, or any release or
amendment or waiver of or consent to departure from any guaranty, for all or any of the Secured
Obligations;




          (d) the insolvency of any Credit Party; or




          (e) any other circumstance which might otherwise constitute a defense available to, or a
discharge of, any Pledgor other than the payment and performance in full of the Secured
Obligations.




     13. Release. Each Pledgor consents and agrees that Agent may at any time, or from
time to time, in its discretion:



          (a) to the extent permitted by the Loan Documents, renew, extend or change the time of
payment, and/or the manner, place or terms of payment of all or any part of the Secured
Obligations; and




          (b) to the extent permitted by the Loan Documents, exchange, release and/or surrender all or
any of the Collateral (including the Pledged Collateral), or any part thereof, by whomsoever
deposited, which is now or may hereafter be held by Agent in connection with all or any of the
Secured Obligations; all in such manner and upon such terms as Agent may deem proper, and without
notice to or further assent from Pledgor, it being hereby agreed that Pledgor shall be and remain
bound upon this Agreement, irrespective of the value or condition of any of the Collateral, and
notwithstanding any such change, exchange, settlement, compromise, surrender, release, renewal or
extension, and notwithstanding also that the Secured Obligations may, at any time, exceed the
aggregate principal amount thereof set forth in the Loan Agreement, or any other agreement
governing any Secured Obligations. Pledgor hereby waives notice of acceptance of this Agreement,
and also presentment, demand, protest and notice of dishonor of any and all of the Secured
Obligations, and promptness in commencing suit against any party hereto or liable hereon, and in
giving any notice to or of making any claim or demand hereunder upon Pledgor. No act or omission
of any kind on Agent’s part shall in any event affect or impair this Agreement.




     14. Reinstatement. This Agreement shall remain in full force and effect and continue
to be effective should any petition be filed by or against Pledgor or any Pledged Entity for



Pledge Agreement




11









 







liquidation or reorganization, should any Pledgor or any Pledged Entity become insolvent or make an
assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any
significant part of any Pledgor’s or a Pledged Entity’s assets, and shall continue to be effective
or be reinstated, as the case may be, if at any time payment and performance of the Secured
Obligations, or any part thereof, is, pursuant to applicable law, rescinded or reduced in amount,
or must otherwise be restored or returned by any obligee of the Secured Obligations, whether as a
“voidable preference,” “fraudulent conveyance,” or otherwise, all as though such
payment or performance had not been made. In the event that any payment, or any part thereof,
is rescinded, reduced, restored or returned, the Secured Obligations shall be reinstated and deemed
reduced only by such amount paid and not so rescinded, reduced, restored or returned.




     15. Miscellaneous.



          (a) Agent may execute any of its duties hereunder by or through agents or employees and shall
be entitled to advice of counsel concerning all matters pertaining to its duties hereunder.




          (b) Pledgors agree to promptly reimburse Agent for actual out-of-pocket expenses, including,
without limitation, reasonable counsel fees, incurred by Agent in connection with the
administration and enforcement of this Agreement.




          (c) Neither Agent, nor any of its respective officers, directors, employees, agents or counsel
shall be liable for any action lawfully taken or omitted to be taken by it or them hereunder or in
connection herewith, except for its or their own gross negligence or willful misconduct as finally
determined by a court of competent jurisdiction.




          (d) THIS AGREEMENT SHALL BE BINDING UPON EACH PLEDGOR AND ITS SUCCESSORS AND ASSIGNS
(INCLUDING A DEBTOR-IN-POSSESSION ON BEHALF OF PLEDGOR), AND SHALL INURE TO THE BENEFIT OF, AND BE
ENFORCEABLE BY, AGENT AND ITS SUCCESSORS AND ASSIGNS, AND SHALL BE GOVERNED BY, AND CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS APPLICABLE TO CONTRACTS MADE AND
PERFORMED IN THAT STATE, AND NONE OF THE TERMS OR PROVISIONS OF THIS AGREEMENT MAY BE WAIVED,
ALTERED, MODIFIED OR AMENDED EXCEPT IN WRITING DULY SIGNED FOR AND ON BEHALF OF AGENT AND PLEDGORS.




     16. Severability. If for any reason any provision or provisions hereof are determined
to be invalid and contrary to any existing or future law, such invalidity shall not impair the
operation of or affect those portions of this Agreement which are valid.



     17. Notices. Except as otherwise provided herein, whenever it is provided herein that
any notice, demand, request, consent, approval, declaration or other communication shall or may be
given to or served upon any of the parties by any other party, or whenever any of the parties
desires to give or serve upon any other a communication with respect to this Agreement, each such
notice, demand, request, consent, approval, declaration or other communication shall be in
accordance with the terms of Section 14.9 of the Loan Agreement.



Pledge Agreement




12









 








     18. Section Titles. The Section titles contained in this Agreement are and shall be
without substantive meaning or content of any kind whatsoever and are not a part of the agreement
between the parties hereto.



     19. Counterparts. This Agreement may be executed in any number of counterparts, which
shall, collectively and separately, constitute one agreement.



     20. Benefit of Lenders. All security interests granted or contemplated hereby shall
be for the benefit of Agent and Lenders, and all proceeds or payments realized from the Pledged
Collateral in accordance herewith shall be applied to the Obligations in accordance with the terms
of the Loan Agreement.



     21. ENTIRE AGREEMENT; RELEASE. THIS AGREEMENT, TOGETHER WITH THE OTHER LOAN
DOCUMENTS, REPRESENTS THE ENTIRE, FINAL AGREEMENT AND UNDERSTANDING CONCERNING THE SUBJECT MATTER
HEREOF AND THEREOF BETWEEN THE PARTIES HERETO, AND SUPERSEDES ALL OTHER PRIOR AGREEMENTS,
UNDERSTANDINGS, NEGOTIATIONS AND DISCUSSIONS, REPRESENTATIONS, WARRANTIES, COMMITMENTS, PROPOSALS,
OFFERS AND CONTRACTS CONCERNING THE SUBJECT MATTER HEREOF, WHETHER ORAL OR WRITTEN. THIS
AGREEMENT, THE OTHER LOAN DOCUMENTS, ANY SUPPLEMENTS HERETO OR THERETO, AND ANY INSTRUMENTS OR
DOCUMENTS DELIVERED OR TO BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH MAY NOT BE CONTRADICTED
BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES HERETO. THERE
ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES HERETO. IN THE EVENT OF ANY INCONSISTENCY
BETWEEN THE TERMS OF THIS AGREEMENT AND ANY SCHEDULE OR EXHIBIT HERETO, THE TERMS OF THIS AGREEMENT
SHALL GOVERN. EXECUTION OF THIS AGREEMENT BY PLEDGORS CONSTITUTES A FULL, COMPLETE AND IRREVOCABLE
RELEASE OF ANY AND ALL CLAIMS WHICH PLEDGORS MAY HAVE AT LAW OR IN EQUITY IN RESPECT OF ALL PRIOR
DISCUSSIONS AND UNDERSTANDINGS, ORAL OR WRITTEN, RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT
AND THE OTHER LOAN DOCUMENTS. NEITHER AGENT NOR ANY LENDER SHALL BE LIABLE TO ANY PLEDGOR OR ANY
OTHER PERSON ON ANY THEORY OF LIABILITY FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE
DAMAGES.



[signature page follows]




Pledge Agreement





13










 







     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of
the date first written above.



	 	 	 	 	 
	 	 	INTEGRATED ELECTRICAL SERVICES, INC
	 
	 	 	 	 
	 

	 	By:	 	/s/ Curt L. Warnock 
	 

	 	 	 	 
	 	 	Name: Curt L. Warnock
	 	 	Title: Senior Vice President
	 
	 	 	 	 
	 	 	BEXAR ELECTRIC COMPANY, LTD
	 	 	By: BW/BEC, Inc., its general partner
	 
	 	 	 	 
	 

	 	By:	 	/s/ Curt L. Warnock 
	 

	 	 	 	 
	 	 	Curt L. Warnock
	 	 	Vice President






Pledge Agreement



 









 





	 	 	 	 	 
	 	 	BEAR ACQUISITION CORPORATION
	 	 	BW/BEC , INC.
	 	 	BW CONSOLIDATED, INC.
	 	 	CHARLES P. BAGBY CO., INC.
	 	 	DANIEL ELECTRICAL CONTRACTORS, INC.
	 	 	EMC ACQUISITION CORPORATION
	 	 	GENERAL PARTNER, INC.
	 	 	HOUSTON-STAFFORD ELECTRIC HOLDINGS III, INC.
	 	 	HOUSTON-STAFFORD MANAGEMENT LLC
	 	 	ICS HOLDINGS, LLC
	 	 	IES AUSTIN, INC.
	 	 	IES AUSTIN MANAGEMENT LLC
	 	 	IES COLLEGE STATION, INC
	 	 	IES COLLEGE STATION MANAGEMENT LLC
	 	 	IES CONTRACTORS MANAGEMENT LLC
	 	 	IES ENC, INC.
	 	 	IES ENC MANAGEMENT, INC
	 	 	IES OPERATIONS GROUP, INC
	 	 	IES PROPERTIES, INC.
	 	 	IES PROPERTIES MANAGEMENT, INC.
	 	 	IES RESIDENTIAL GROUP, INC
	 	 	J.W. GRAY ELECTRIC CO., INC.
	 	 	J.W. GRAY MANAGEMENT LLC
	 	 	MARK HENDERSON, INCORPORATED
	 	 	MID-STATES ELECTRIC COMPANY, INC.
	 	 	MILLS ELECTRICAL CONTRACTORS, INC.
	 	 	MILLS MANAGEMENT LLC
	 	 	NBH HOLDING CO., INC.
	 	 	NEAL ELECTRICAL MANAGEMENT LLC
	 	 	PAN AMERICAN ELECTRIC, INC.
	 	 	POLLOCK ELECTRIC, INC.
	 	 	RAINES ELECTRIC CO., INC.
	 	 	RAINES MANAGEMENT LLC
	 	 	SUMMIT ELECTRIC OF TEXAS, INC.
	 	 	TESLA POWER GP, INC.
	 
	 	 	 	 
	 

	 	By:	 	/s/ Curt L. Warnock 
	 

	 	 	 	 
	 	 	 	 	Curt L. Warnock
	 	 	 	 	Vice President





Pledge Agreement




 









 






	 	 	 	 	 
	 	 	IES AUSTIN HOLDING LP
	 	 	By: IES Austin Management LLC, its general partner
	 
	 	 	 	 
	 

	 	Name:	 	/s/ Curt L. Warnock 
	 

	 	 	 	 
	 	 	Curt L. Warnock
	 	 	Vice President
	 
	 	 	 	 
	 	 	IES COLLEGE STATION HOLDING LP
	 	 	By: IES College Station Management LLC, its general partner
	 
	 	 	 	 
	 

	 	Name:	 	/s/ Curt L. Warnock 
	 

	 	 	 	 
	 	 	Name: Curt L. Warnock
	 	 	Title: Vice President
	 
	 	 	 	 
	 	 	IES FEDERAL CONTRACT GROUP, L.P.
	 	 	By: IES Contractors Management LLC, its general partner
	 
	 	 	 	 
	 

	 	Name:	 	/s/ Curt L. Warnock 
	 

	 	 	 	 
	 	 	Name: Curt L. Warnock
	 	 	Title: Vice President
	 
	 	 	 	 
	 	 	IES MANAGEMENT ROO, LP
	 	 	By: Neal Electric Management LLC, its general partner
	 
	 	 	 	 
	 

	 	Name:	 	/s/ Curt L. Warnock 
	 

	 	 	 	 
	 	 	Name: Curt L. Warnock
	 	 	Title: Vice President
	 
	 	 	 	 
	 	 	IES MANAGEMENT , LP
	 	 	By: IES Residential Group, Inc., its general partner
	 
	 	 	 	 
	 

	 	Name:	 	/s/ Curt L. Warnock 
	 

	 	 	 	 
	 	 	Name: Curt L. Warnock
	 	 	Title: Vice President
	 
	 	 	 	 
	 	 	IES PROPERTIES , LP
	 	 	By: IES Properties Management, Inc., its general partner
	 
	 	 	 	 
	 

	 	Name:	 	/s/ Curt L. Warnock 
	 

	 	 	 	 
	 	 	Name: Curt L. Warnock
	 	 	Title: Vice President






Pledge Agreement



 









 






	 	 	 	 	 
	 	 	BEXAR ELECTRIC II LLC
	 	 	BW/BEC II LLC
	 	 	HOUSTON-STAFFORD HOLDINGS II LLC
	 	 	IES AUSTIN HOLDINGS II LLC
	 	 	IES COLLEGE STATION HOLDINGS II LLC
	 	 	IES CONTRACTORS HOLDINGS LLC
	 	 	IES HOLDINGS II LLC
	 	 	IES PROPERTIES HOLDINGS II LLC
	 	 	J.W. GRAY HOLDINGS II LLC
	 	 	MILLS ELECTRIC HOLDINGS II LLC
	 	 	POLLOCK SUMMIT HOLDINGS II LLC
	 	 	RAINES HOLDINGS II LLC
	 	 	TESLA POWER (NEVADA) II LLC
	 
	 	 	 	 
	 

	 	By:	 	/s/ Victor Duva 
	 

	 	 	 	 
	 

	 	 	 	Victor Duva, Manager





Pledge Agreement




 









 






	 	 	 	 	 
	 	 	BW/BEC, L.L.C.
	 	 	HOUSTON-STAFFORD HOLDINGS LLC
	 	 	IES AUSTIN HOLDINGS LLC
	 	 	IES COLLEGE STATION HOLDINGS LLC
	 	 	IES HOLDINGS LLC
	 	 	J.W. GRAY HOLDINGS LLC
	 	 	MILLS ELECTRICAL HOLDINGS LLC
	 	 	POLLOCK SUMMIT HOLDINGS INC.
	 	 	RAINES HOLDINGS LLC
	 	 	TESLA POWER (NEVADA), INC.
	 
	 	 	 	 
	 

	 	By:	 	/s/ Victor Duva 
	 

	 	 	 	 
	 

	 	 	 	Victor Duva, President





Pledge Agreement




 









 






	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A.
	 
	 	 	 	 
	 

	 	By:	 	/s/ H. Michael Wills 
	 

	 	 	 	 
	 

	 	Name:	 	H. Michael Wills 
	 

	 	 	 	 
	 

	 	Title:	 	Senior Vice President 
	 

	 	 	 	 






Pledge Agreement




 









 







SCHEDULE I



PART A




PLEDGED SHARES




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	No. of	 	Percentage	 	 
	 	 	Class of Capital	 	 	 	 	 	Shares	 	of	 	 
	 	 	Stock or other	 	Certificate	 	(Common	 	Outstanding	 	 
	Pledged Entity	 	Equity Securities	 	No.	 	Stock)	 	Shares	 	Pledgor
	Aladdin Ward Electric & Air, Inc.

	 	Common
	 	 	004	 	 	 	1,000	 	 	 	100	 	 	Integrated Electrical
Services, Inc.
	Amber Electric, Inc.

	 	Common
	 	 	013	 	 	 	561	 	 	 	100	 	 	Integrated Electrical
Services, Inc.
	ARC Electric, Incorporated

	 	Common
	 	 	002	 	 	 	1,000	 	 	 	100	 	 	Integrated Electrical
Services, Inc.
	Bachofner Electric, Inc.

	 	Common
	 	 	002	 	 	 	1,000	 	 	 	100	 	 	Integrated Electrical
Services, Inc.
	Bear Acquisition Corporation

	 	Common
	 	 	002	 	 	 	1,000	 	 	 	100	 	 	Integrated Electrical
Services, Inc.
	Bexar Electric Company, Ltd.

	 	Common
	 	 	N/A	 	 	 	N/A	 	 	 	99	 	 	BW/BEC II LLC
	Bexar Electric Company, Ltd.

	 	Common
	 	 	N/A	 	 	 	N/A	 	 	 	1	 	 	BW/BEC, Inc.
	Bexar Electric II LLC

	 	Common
	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 	 	Bexar Electric
Company, Ltd.
	Brink Electric Construction Co.

	 	Common
	 	 	002	 	 	 	1,000	 	 	 	100	 	 	Integrated Electrical
Services, Inc.
	Bryant Electric Company, Inc.

	 	Common
	 	 	388	 	 	 	36,703	 	 	 	100	 	 	Integrated Electrical
Services, Inc.
	BW Consolidated, Inc.

	 	Common
	 	 	012	 	 	 	20,000	 	 	 	100	 	 	Integrated Electrical
Services, Inc.
	BW/BEC II LLC

	 	Common
	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 	 	BW/BEC LLC
	BW/BEC, Inc.

	 	Common
	 	 	002	 	 	 	1,000	 	 	 	100	 	 	BW Consolidated, Inc.
	BWBEC, L.L.C.

	 	Common
	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 	 	BW Consolidated, Inc.
	Charles P. Bagby Co., Inc.

	 	Common
	 	 	003	 	 	 	10,000	 	 	 	100	 	 	Integrated Electrical
Services, Inc.
	Collier Electric Company, Inc.

	 	Common
	 	 	002	 	 	 	1,000	 	 	 	100	 	 	Integrated Electrical
Services, Inc.
	Commercial Electrical Contractors,
Inc.

	 	Common
	 	 	002	 	 	 	1,000	 	 	 	100	 	 	Integrated Electrical
Services, Inc.
	Cross State Electric, Inc.

	 	Common
	 	 	017	 	 	 	1,400	 	 	 	100	 	 	Integrated Electrical
Services, Inc.
	Cypress Electrical Contractors, Inc.

	 	Common
	 	 	002	 	 	 	1,000	 	 	 	100	 	 	Integrated Electrical
Services, Inc.
	Daniel Electrical Contractors, Inc.

	 	Common
	 	 	004	 	 	 	7,500	 	 	 	100	 	 	Integrated Electrical
Services, Inc.
	Daniel Electrical of Treasure Coast
Inc.

	 	Common
	 	 	003	 	 	 	100	 	 	 	100	 	 	Integrated Electrical
Services, Inc.
	Daniel Integrated Technologies, Inc.

	 	Common
	 	 	003	 	 	 	1,000	 	 	 	100	 	 	Daniel Electrical
Contractors, Inc.






Pledge Agreement — Schedule I




 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	No. of	 	Percentage	 	 
	 	 	Class of Capital	 	 	 	 	 	Shares	 	of	 	 
	 	 	Stock or other	 	Certificate	 	(Common	 	Outstanding	 	 
	Pledged Entity	 	Equity Securities	 	No.	 	Stock)	 	Shares	 	Pledgor
	Davis Electrical Constructors, Inc.

	 	Common
	 	 	025	 	 	 	500,000	 	 	 	100	 	 	Integrated Electrical
Services, Inc.
	Electro-Tech, Inc.

	 	Common
	 	 	032	 	 	 	1,000	 	 	 	100	 	 	Integrated Electrical
Services, Inc.
	EMC Acquisition Corporation

	 	Common
	 	 	002	 	 	 	1,000	 	 	 	100	 	 	Integrated Electrical
Services, Inc.
	Federal Communications Group, Inc.

	 	Common
	 	 	002	 	 	 	1,000	 	 	 	100	 	 	Integrated Electrical
Services, Inc.
	General Partner, Inc.

	 	Common
	 	 	007	 	 	 	900	 	 	 	100	 	 	Integrated Electrical
Services, Inc.
	H. R. Allen, Inc.

	 	Common
	 	 	004	 	 	 	1,000	 	 	 	100	 	 	Integrated Electrical
Services, Inc.
	Hatfield Reynolds Electric Company

	 	Common
	 	 	004	 	 	 	10,000	 	 	 	100	 	 	Integrated Electrical
Services, Inc.
	Haymaker Electric, Ltd.

	 	Common
	 	 	N/A	 	 	 	N/A	 	 	 	10	 	 	General Partner, Inc.
	Haymaker Electric, Ltd.

	 	Common
	 	 	N/A	 	 	 	N/A	 	 	 	90	 	 	Charles P. Bagby Co.,
Inc.
	Holland Electrical Systems, Inc.

	 	Common
	 	 	003	 	 	 	1,000	 	 	 	100	 	 	Mark Henderson, Incorporated
	Houston-Stafford Electric
Contractors LP

	 	Common
	 	 	N/A	 	 	 	N/A	 	 	 	1	 	 	Houston-Stafford
Management LLC
	Houston-Stafford Electric
Contractors LP

	 	Common
	 	 	N/A	 	 	 	N/A	 	 	 	99	 	 	Houston-Stafford
Holdings II LLC
	Houston-Stafford Electric Holdings
III, Inc.

	 	Common
	 	 	002	 	 	 	1,000	 	 	 	100	 	 	Integrated Electrical
Services, Inc.
	Houston Stafford Holdings II LLC

	 	Common
	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 	 	Houston-Stafford
Holdings LLC
	Houston Stafford Holdings LLC

	 	Common
	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 	 	Houston-Stafford
Holdings III, Inc.
	Houston Stafford Management LLC

	 	Common
	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 	 	Houston-Stafford
Electric Holdings
III, Inc.
	ICS Holdings LLC

	 	Common
	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 	 	IES Operations Group,
Inc.
	IES Albuquerque, Inc.

	 	Common
	 	 	009	 	 	 	342	 	 	 	100	 	 	NBH Holding Co., Inc.
	IES Austin Holding LP

	 	Common
	 	 	N/A	 	 	 	N/A	 	 	 	99	 	 	IES Austin Holdings
II LLC
	IES Austin Holding LP

	 	Common
	 	 	N/A	 	 	 	N/A	 	 	 	1	 	 	IES Austin Management
	IES Austin Holdings II LLC

	 	Common
	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 	 	IES Austin Holdings
LLC
	IES Austin Holdings LLC

	 	Common
	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 	 	IES Austin, Inc.
	IES Austin, Inc.

	 	Common
	 	 	003	 	 	 	1,000	 	 	 	100	 	 	Integrated Electrical
Services, Inc.
	IES Charlotte, Inc.

	 	Common
	 	 	003	 	 	 	1,000	 	 	 	100	 	 	Integrated Electrical
Services, Inc.
	IES College Station Holdings II LLC

	 	Common
	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 	 	IES College Station
Holdings LLC





 Pledge Agreement — Schedule I




 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	No. of	 	Percentage	 	 
	 	 	Class of Capital	 	 	 	 	 	Shares	 	of	 	 
	 	 	Stock or other	 	Certificate	 	(Common	 	Outstanding	 	 
	Pledged Entity	 	Equity Securities	 	No.	 	Stock)	 	Shares	 	Pledgor
	IES College Station Holdings LLC

	 	Common
	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 	 	IES College Station,
Inc.
	IES College Station Holdings LP

	 	Common
	 	 	N/A	 	 	 	N/A	 	 	 	1	 	 	IES College Station
Management LLC
	IES College Station Holdings LP

	 	Common
	 	 	N/A	 	 	 	N/A	 	 	 	99	 	 	IES College Station
Holdings II, LLC
	IES College Station, Inc.

	 	Common
	 	 	003	 	 	 	1,000	 	 	 	100	 	 	Integrated Electrical
Services, Inc.
	IES College Station Management LLC

	 	Common
	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 	 	IES College Station,
Inc.
	IES Communications, Inc.

	 	Common
	 	 	002	 	 	 	1,000	 	 	 	100	 	 	Integrated Electrical
Services, Inc.
	IES Contractors Holdings LLC

	 	Common
	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 	 	Bear Acquisition
Corporation
	IES Contractors, Inc.

	 	Common
	 	 	002	 	 	 	1,000	 	 	 	100	 	 	Integrated Electrical
Services, Inc.
	IES Contractors Management LLC

	 	Common
	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 	 	Bear Acquisition
Corporation
	IES Decatur, Inc.

	 	Common
	 	 	003	 	 	 	1,000	 	 	 	100	 	 	Integrated Electrical
Services, Inc.
	IES East McKeesport, Inc.

	 	Common
	 	 	003	 	 	 	1,000	 	 	 	100	 	 	EMC Acquisition
Corporation.
	IES ENC Management, Inc.

	 	Common
	 	 	002	 	 	 	1,000	 	 	 	100	 	 	Integrated Electrical
Services, Inc.
	IES ENC, Inc.

	 	Common
	 	 	002	 	 	 	1,000	 	 	 	100	 	 	Integrated Electrical
Services, Inc.
	IES Federal Contract Group LP

	 	Common
	 	 	N/A	 	 	 	N/A	 	 	 	1	 	 	IES Contractors
Management LLC
	IES Federal Contract Group LP

	 	Common
	 	 	N/A	 	 	 	N/A	 	 	 	99	 	 	IES Contractors
Holdings LLC
	IES Holdings II LLC

	 	Common
	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 	 	IES Holdings LLC
	IES Holdings, LLC

	 	Common
	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 	 	Integrated Electrical
Services, Inc.
	IES Management, LP

	 	Common
	 	 	N/A	 	 	 	N/A	 	 	 	1	 	 	IES Residential
Group, Inc.
	IES Management, LP

	 	Common
	 	 	N/A	 	 	 	N/A	 	 	 	99	 	 	IES Holdings II, LLC
	IES Management ROO, LP

	 	Common
	 	 	N/A	 	 	 	N/A	 	 	 	1	 	 	Neal Electric Mgmt LLC
	IES Management ROO, LP

	 	Common
	 	 	N/A	 	 	 	N/A	 	 	 	99	 	 	ICS Holdings LLC
	IES Meridian, Inc.

	 	Common
	 	 	003	 	 	 	1,000	 	 	 	100	 	 	Integrated Electrical
Services, Inc.
	IES New Iberia, Inc.

	 	Common
	 	 	003	 	 	 	1,000	 	 	 	100	 	 	Integrated Electrical
Services, Inc.
	IES Oklahoma City, Inc.

	 	Common
	 	 	003	 	 	 	1,000	 	 	 	100	 	 	Integrated Electrical
Services, Inc.
	IES Operations Group, Inc.

	 	Common
	 	 	002	 	 	 	1,000	 	 	 	100	 	 	Integrated Electrical
Services, Inc.
	IES Properties Holdings, Inc.

	 	Common
	 	 	002	 	 	 	1,000	 	 	 	100	 	 	IES Properties, Inc.
	IES Properties Holdings II LLC

	 	Common
	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 	 	IES Properties
Holding, Inc.





 Pledge Agreement — Schedule I




 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	No. of	 	Percentage	 	 
	 	 	Class of Capital	 	 	 	 	 	Shares	 	of	 	 
	 	 	Stock or other	 	Certificate	 	(Common	 	Outstanding	 	 
	Pledged Entity	 	Equity Securities	 	No.	 	Stock)	 	Shares	 	Pledgor
	IES Properties Management, Inc.

	 	Common
	 	 	002	 	 	 	1,000	 	 	 	100	 	 	IES Properties, Inc.
	IES Properties, Inc.

	 	Common
	 	 	002	 	 	 	1,000	 	 	 	100	 	 	Integrated Electrical
Services, Inc.
	IES Properties, LP

	 	Common
	 	 	N/A	 	 	 	N/A	 	 	 	99	 	 	IES Properties
Holdings, LLC
	IES Properties, LP

	 	Common
	 	 	N/A	 	 	 	N/A	 	 	 	1	 	 	IES Properties
Management, Inc.
	IES Raleigh, Inc.

	 	Common
	 	 	003	 	 	 	1,000	 	 	 	100	 	 	Integrated Electrical
Services, Inc.
	IES Reinsurance, Ltd.

	 	Common
	 	 	002	 	 	 	120,000	 	 	 	100	 	 	Integrated Electrical
Services, Inc.
	IES Residential Group, Inc.

	 	Common
	 	 	003	 	 	 	1,000	 	 	 	100	 	 	Integrated Electrical
Services, Inc.
	IES Specialty Lighting, Inc.

	 	Common
	 	 	002	 	 	 	1,000	 	 	 	100	 	 	Integrated Electrical
Services, Inc.
	IES Valdosta, Inc.

	 	Common
	 	 	008	 	 	 	14,300	 	 	 	100	 	 	Integrated Electrical
Services, Inc.
	IES Ventures Inc.

	 	Common
	 	 	002	 	 	 	1,000	 	 	 	100	 	 	Integrated Electrical
Services, Inc.
	IES Wilson, Inc.

	 	Common
	 	 	002	 	 	 	1,000	 	 	 	100	 	 	Integrated Electrical
Services, Inc.
	Integrated Electrical Finance, Inc.

	 	Common
	 	 	002	 	 	 	1,000	 	 	 	100	 	 	Integrated Electrical
Services, Inc.
	Intelligent Building Solutions, Inc.

	 	Common
	 	 	002	 	 	 	1,000	 	 	 	100	 	 	Mark Henderson,
Incorporated
	J.W. Gray Electrical Contractors LP

	 	Common
	 	 	N/A	 	 	 	N/A	 	 	 	1	 	 	J.W. Gray Management
LLC
	J.W. Gray Electrical Contractors LP

	 	Common
	 	 	N/A	 	 	 	N/A	 	 	 	99	 	 	J.W. Gray Holdings II
LLC
	J. W. Gray Electric Co., Inc.

	 	Common
	 	 	002	 	 	 	1,000	 	 	 	100	 	 	Integrated Electrical
Services, Inc.
	J.W. Gray Holdings II LLC

	 	Common
	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 	 	J.W. Gray Holdings LLC
	J.W. Gray Holdings, LLC

	 	Common
	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 	 	J.W. Gray Electric
Co., Inc.
	J.W. Gray Management LLC

	 	Common
	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 	 	J.W. Gray Electric
Co., Inc.
	Kayton Electric, Inc.

	 	Common
	 	 	008	 	 	 	75,000	 	 	 	100	 	 	Integrated Electrical
Services, Inc.
	Key Electrical Supply, Inc.

	 	Common
	 	 	012	 	 	 	600	 	 	 	100	 	 	Integrated Electrical
Services, Inc.
	Linemen, Inc.

	 	Common
	 	 	002	 	 	 	1,000	 	 	 	100	 	 	Integrated Electrical
Services, Inc.
	Mark Henderson, Incorporated

	 	Common
	 	 	002	 	 	 	1,000	 	 	 	100	 	 	Integrated Electrical
Services, Inc.
	Menninga Electric, Inc.

	 	Common
	 	 	002	 	 	 	1,000	 	 	 	100	 	 	Integrated Electrical
Services, Inc.
	Mid-States Electric Company, Inc.

	 	Common
	 	 	002	 	 	 	1,000	 	 	 	100	 	 	Integrated Electrical
Services, Inc.
	Mills Electrical Contractors, Inc.

	 	Common
	 	 	002	 	 	 	1,000	 	 	 	100	 	 	Integrated Electrical
Services, Inc.





 Pledge Agreement — Schedule I




 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	No. of	 	Percentage	 	 
	 	 	Class of Capital	 	 	 	 	 	Shares	 	of	 	 
	 	 	Stock or other	 	Certificate	 	(Common	 	Outstanding	 	 
	Pledged Entity	 	Equity Securities	 	No.	 	Stock)	 	Shares	 	Pledgor
	Mills Electric LP

	 	Common
	 	 	N/A	 	 	 	N/A	 	 	 	99	 	 	Mills Electric

Holdings II LLC
	Mills Electric LP

	 	Common
	 	 	N/A	 	 	 	N/A	 	 	 	1	 	 	Mills Management LLC
	Mills Electric Holdings II LLC

	 	Common
	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 	 	Mills Electrical

Holdings LLC
	Mills Electrical Holdings LLC

	 	Common
	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 	 	Mills Electrical
Contractors, Inc.
	Mills Management LLC

	 	Common
	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 	 	Mills Electrical
Contractors, Inc.
	Mitchell Electric Company, Inc.

	 	Common
Class A
	 	 	045	 	 	 	9,248.44	 	 	 	100	 	 	Integrated Electrical
Services, Inc.
	M-S Systems, Inc.

	 	Common
	 	 	005	 	 	 	500	 	 	 	100	 	 	Mid-States Electric
Company, Inc.
	Murray Electrical Contractors, Inc.

	 	Common
	 	 	003	 	 	 	1,000	 	 	 	100	 	 	Integrated Electrical
Services, Inc.
	NBH Holding Co., Inc.

	 	Common
	 	 	002	 	 	 	1,000	 	 	 	100	 	 	Integrated Electrical
Services, Inc.
	Neal Electric LP

	 	Common
	 	 	N/A	 	 	 	N/A	 	 	 	1	 	 	BW/BEC, Inc.
	Neal Electric LP

	 	Common
	 	 	N/A	 	 	 	N/A	 	 	 	99	 	 	Bexar Electric II LLC
	Neal Electric Management LLC

	 	Common
	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 	 	IES Operations Group,
Inc.
	New Technology Electrical
Contractors, Inc.

	 	Common
	 	 	002	 	 	 	1,000	 	 	 	100	 	 	Integrated Electrical
Services, Inc.
	Newcomb Electric Company, Inc.

	 	Common
	 	 	002	 	 	 	1,000	 	 	 	100	 	 	Integrated Electrical
Services, Inc.
	Pan American Electric Company, Inc.

	 	Common
	 	 	004	 	 	 	400	 	 	 	100	 	 	Pan American
Electric, Inc.
	Pan American Electric, Inc.

	 	Common
	 	 	015	 	 	 	5,210	 	 	 	100	 	 	Integrated Electrical
Services, Inc.
	Paulin Electric Company, Inc.

	 	Common
	 	 	002	 	 	 	1,000	 	 	 	100	 	 	Integrated Electrical
Services, Inc.
	Pollock Electric, Inc.

	 	Common
	 	 	002	 	 	 	1,000	 	 	 	100	 	 	Integrated Electrical
Services, Inc.
	Pollock Summit Electric LP

	 	Common
	 	 	N/A	 	 	 	N/A	 	 	 	1	 	 	Summit Electric of
Texas, Inc.
	Pollock Summit Electric LP

	 	Common
	 	 	N/A	 	 	 	N/A	 	 	 	98	 	 	Pollock Summit
Holdings II LLC
	Pollock Summit Electric LP

	 	Common
	 	 	N/A	 	 	 	N/A	 	 	 	1	 	 	Pollock Electric, Inc.
	Pollock Summit Holdings Inc.

	 	Common
	 	 	003	 	 	 	500	 	 	 	50	 	 	Pollock Electric, Inc.
	Pollock Summit Holdings Inc.

	 	Common
	 	 	004	 	 	 	500	 	 	 	50	 	 	Summit Electric of
Texas, Inc.
	Pollock Summit Holdings II LLC

	 	Common
	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 	 	Pollock Summit
Holdings, Inc.
	PrimeNet, Inc.

	 	Common
	 	 	003	 	 	 	1,000	 	 	 	100	 	 	Integrated Electrical
Services, Inc.
	Primo Electric Company

	 	Common
	 	 	002	 	 	 	1,000	 	 	 	100	 	 	Integrated Electrical
Services, Inc.





 Pledge Agreement — Schedule I




 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	No. of	 	Percentage	 	 
	 	 	Class of Capital	 	 	 	 	 	Shares	 	of	 	 
	 	 	Stock or other	 	Certificate	 	(Common	 	Outstanding	 	 
	Pledged Entity	 	Equity Securities	 	No.	 	Stock)	 	Shares	 	Pledgor
	Raines Electric Co., Inc.

	 	Common
	 	 	002	 	 	 	1,000	 	 	 	100	 	 	Integrated Electrical
Services, Inc.
	Raines Electric LP

	 	Common
	 	 	N/A	 	 	 	N/A	 	 	 	1	 	 	Raines Management LLC
	Raines Electric LP

	 	Common
	 	 	N/A	 	 	 	N/A	 	 	 	99	 	 	Raines Holdings II LLC
	Raines Holdings II LLC

	 	Common
	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 	 	Raines Holdings LLC
	Raines Holdings LLC

	 	Common
	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 	 	Raines Electric Co.,
Inc.
	Raines Management LLC

	 	Common
	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 	 	Raines Electric Co.,
Inc.
	Riviera Electric, LLC

	 	Common
	 	 	N/A	 	 	 	N/A	 	 	 	99	 	 	IES ENC, Inc.
	Riviera Electric, LLC

	 	Common
	 	 	N/A	 	 	 	N/A	 	 	 	1	 	 	IES ENC Management,
Inc.
	RKT Electric, Inc.

	 	Common
	 	 	002	 	 	 	1,000	 	 	 	100	 	 	Integrated Electrical
Services, Inc.
	Rockwell Electric, Inc.

	 	Common
	 	 	002	 	 	 	1,000	 	 	 	100	 	 	Integrated Electrical
Services, Inc.
	Rodgers Electric Company, Inc.

	 	Common
	 	 	006	 	 	 	150	 	 	 	100	 	 	Integrated Electrical
Services, Inc.
	Ron’s Electric, Inc.

	 	Common
	 	 	002	 	 	 	1,000	 	 	 	100	 	 	Integrated Electrical
Services, Inc.
	SEI Electrical Contractor, Inc.

	 	Common
	 	 	002	 	 	 	100	 	 	 	100	 	 	Integrated Electrical
Services, Inc.
	Spectrol, Inc.

	 	Common
	 	 	003	 	 	 	1,000	 	 	 	100	 	 	Mark Henderson, Incorporated
	Summit Electric of Texas, Inc.

	 	Common
	 	 	002	 	 	 	1,000	 	 	 	100	 	 	Integrated Electrical
Services, Inc.
	Tesla Power and Automation, LP

	 	Common
	 	 	N/A	 	 	 	N/A	 	 	 	1	 	 	Tesla Power GP, Inc.
	Tesla Power Automation, LP

	 	Common
	 	 	N/A	 	 	 	N/A	 	 	 	99	 	 	Tesla Power (Nevada) II LLC
	Tesla Power (Nevada) II LLC

	 	Common
	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 	 	Tesla Power (Nevada),
Inc.
	Tesla Power (Nevada), Inc.

	 	Common
	 	 	002	 	 	 	1,000	 	 	 	100	 	 	Integrated Electrical
Services, Inc.
	Tesla Power GP, Inc.

	 	Common
	 	 	002	 	 	 	1,000	 	 	 	100	 	 	Integrated Electrical
Services, Inc.
	Tesla Power Properties, LP

	 	Common
	 	 	N/A	 	 	 	N/A	 	 	 	1	 	 	Tesla Power GP, Inc.
	Tesla Power Properties, LP

	 	Common
	 	 	N/A	 	 	 	N/A	 	 	 	99	 	 	Tesla Power (Nevada) II LLC
	Thomas Popp & Company

	 	Common
	 	 	004	 	 	 	100	 	 	 	100	 	 	Integrated Electrical
Services, Inc.
	Valentine Electrical, Inc.

	 	Common
	 	 	002	 	 	 	1,000	 	 	 	100	 	 	Integrated Electrical
Services, Inc.
	Wright Electrical Contracting, Inc.

	 	Common
	 	 	002	 	 	 	1,000	 	 	 	100	 	 	Integrated Electrical
Services, Inc.





Pledge Agreement — Schedule I





 









 








PART B




PLEDGED INDEBTEDNESS




None




Pledge Agreement — Schedule I





 









 









SCHEDULE II




PLEDGE AMENDMENT




     This Pledge Amendment, dated                                          is delivered pursuant to Section 6(d) of the
Pledge Agreement referred to below. All defined terms herein shall have the meanings ascribed
thereto or incorporated by reference in the Pledge Agreement. The undersigned hereby certifies
that the representations and warranties in Section 5 of the Pledge Agreement are and
continue to be true and correct, both as to the promissory notes, instruments, shares of capital
stock or other equity securities or ownership interests pledged prior to this Pledge Amendment and
as to the promissory notes, instruments, shares of capital stock or other equity securities or
ownership interests pledged pursuant to this Pledge Amendment. The undersigned further agrees that
this Pledge Amendment may be attached to that certain Pledge Agreement, dated May                     , 2006, among
the undersigned, as Pledgor, the other Pledgors named therein and Bank of America, N.A., as Agent,
(the “Pledge Agreement”) and that the Pledged Shares and Pledged Indebtedness listed on
this Pledge Amendment shall be and become a part of the Pledged Collateral referred to in said
Pledge Agreement and shall secure all Secured Obligations referred to in said Pledge Agreement.
The undersigned acknowledges that any promissory notes, instruments or shares of capital stock or
other equity securities or ownership interests not included in the Pledged Collateral at the
discretion of Agent may not otherwise be pledged by Pledgor to any other Person or otherwise used
as security for any obligations other than the Secured Obligations.



	 	 	 	 	 
	 	 	 
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	Class of Capital	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	Stock or Other	 	 	 	 	 	Number of	 	 	Percentage of
	 	 	 	 	 	Equity	 	 	Certificate	 	 	Shares or	 	 	Outstanding
	Pledgor	 	Pledged Entity	 	 	Securities	 	 	Number(s)	 	 	Units	 	 	Shares
	 
	 
	 
	 	 	 	 	 	Initial Principal	 	 	 	 	 	Maturity	 	 	Interest
	Pledgor	 	Pledged Entity	 	 	Amount	 	 	Issue Date	 	 	Date	 	 	Rate





Pledge Agreement — Schedule II