Exhibit 10.1


        
        AMENDMENT TO LOAN AND SECURITY AGREEMENT


        


        
        THIS AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”)
        is made and entered into on December 11, 2007 by and among BANK OF AMERICA, N.A., a
        national banking association, (“BA”), in its capacity as collateral and
        administrative agent for the Lenders under the Loan Agreement (as hereinafter defined) (BA,
        in such capacity, the “Agent”), and BA as Lender under the Loan
        Agreement (BA, together with the various financial institutions listed on the signature
        pages hereof, in such capacity, the “Lenders”), and INTEGRATED
        ELECTRICAL SERVICES, INC., a Delaware corporation (“Parent”), and
        each of the Subsidiaries of Parent listed on Annex I attached hereto (Parent and such
        Subsidiaries of Parent being herein referred to collectively as the
        “Borrowers”), and the Subsidiaries of Parent listed on Annex II attached
        hereto (such Subsidiaries being referred to herein as the “Guarantors”,
        and Borrowers and Guarantors being referred to herein as the “Credit
        Parties”).


        
        RECITALS

        


        


        	
                	
                    
                    A.     

                	
                    
                    Agent, Lenders and Credit Parties have entered
                    into that certain Loan and Security Agreement, dated as of May 12, 2006 (the
                    Loan and Security Agreement, as amended from time to time, being referred to
                    herein as the “Loan Agreement”).

                


        


        	
                	
                    
                    B.     

                	
                    
                    Credit Parties, Agent and Lenders desire to amend the Loan Agreement as
                    hereinafter set forth, subject to the terms and conditions hereinafter set
                    forth.

                


        

        

        


        
        NOW, THEREFORE, in consideration of the premises herein contained and other good and
        valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
        parties, intending to be legally bound, agree as follows:


        
        AGREEMENT

        


        


        	
                	
                    
                    ARTICLE I     

                	
                    



                    
                    Definitions

                


        

        

        


        
        1.01     


        
        


        
        Capitalized terms used in this Amendment are defined in the Loan Agreement, as amended
        hereby, unless otherwise stated.


        


        


        	
                	
                    
                    ARTICLE II     

                	
                    



                    
                    Amendments

                


        

        

        


        
        Effective as of the respective date hereinafter specified, the Loan Agreement is hereby
        amended as follows:


        
        2.01     


        
        


        
        Amendment and Restatement of Section 9.2.3(x). Effective as of the date hereof,
        Section 9.2.3(x) of the Loan Agreement is amended and restated in its entirety to
        read as follows:


        


        
        “(x)     Subordinated Debt in the amount existing on the
        date hereof and the Tontine Subordinated Debt;”


        
        2.02     


        
        


        
        Amendment and Restatement of Section 9.2.7 of the Loan Agreement. Effective as of
        the date hereof, Section 9.2.7 of the Loan Agreement is amended and restated in its
        entirety to read as follows:


        


        
        “">9.2.7     Distributions. Declare or make any
        Distributions, except for (i) Upstream Payments, (ii) repurchases of common stock of Parent
        from employees solely to satisfy their tax obligations arising from their acquisition of
        such common stock in an aggregate amount not to exceed $1,500,000 in any fiscal year of
        Credit Parties; provided, that no such repurchases of common stock of Parent shall
        be permitted unless Borrower has Availability of at least $10,000,000 at the time of such
        repurchase after giving effect to such repurchase and (iii) other repurchases of common
        stock of Parent; provided, that (a) Borrowers shall have entered into the Tontine
        Subordinated Debt Documentation, incurred the Tontine Subordinated Debt and prepaid the
        Tranche B Loan with the proceeds thereof and cash on hand prior to any such repurchase, (b)
        the aggregate amount paid in connection with all such repurchases during any period of two
        fiscal years of Credit Parties shall not exceed $27,500,000, (c) there shall not be any
        Revolver Loans outstanding at the time of any such repurchase, (d) Borrower shall have
        unrestricted cash on hand of at least $40,000,000 after giving effect to any such
        repurchase, (e) no such repurchase shall be of common stock of the Tontine Lenders or any
        of their Affiliates or of common stock of any officer, director, consultant, manager, agent
        or employee of any Credit Party or any Affiliate of any Credit Party but only if such
        repurchase is pursuant to a privately negotiated transaction between such Person and Parent
        (as distinguished from an open market repurchase by Parent, for example).”


        
        2.03     


        
        


        
        Amendment and Restatement of Section 9.3.8 of the Loan Agreement. Effective
        as of October 30, 2007, Section 9.3.8 of the Loan Agreement is amended and
        restated to read in its entirety as follows:


        


        
        “Leverage Ratio – Maintain a Leverage Ratio, on a Consolidated basis,
        tested monthly on the last day of each calendar month on a trailing twelve calendar month
        basis, beginning October 31, 2007, of not more than the ratio set forth below opposite
        the relevant date set forth below:


        


        	
                    
                    Period Ending

                	
                    
                    Leverage Ratio

                
	
                    
                    October 31, 2007

                	
                    
                    4.10 to 1.00

                
	
                    
                    November 30, 2007 and last day of each month thereafter”

                	
                    
                    4.00 to 1.00

                


        

        


        
        2.04     


        
        


        
        Amendment to Annex A. Effective as of September 29, 2007, Annex A to
        the Loan Agreement is amended as follows:


        


        
        (i)     A new definition, “September 2007 Software Capital
        Expenditures” is added to Annex A to read in its entirety as follows:


        
        “September 2007 Software Capital Expenditures – the actual
        capital expenditures incurred by Borrower (but in no event more than $2,300,000) in
        September of 2007 for software transactions involving SAP and ADP.”


        
        (ii)     The definition of “Fixed Charges” is amended
        and restated to read in its entirety as follows:


        
        “Fixed Charges – with respect to any period of Borrower on a
        consolidated basis, without duplication, cash interest expense, Capital Expenditures
        (excluding (i) Capital Expenditures funded with Debt other than Revolving Loans, but
        including, without duplication, principal payments with respect to such Debt, and (ii)
        September 2007 Software Capital Expenditures), principal payments of Debt (other than
        Revolving Loans and mandatory prepayments from asset sales), and Federal, state, local and
        foreign income taxes (including accrued taxes).”


        
        2.05     


        
        


        
        Amendment to Annex A. Effective as of the date hereof, Annex A to the Loan
        Agreement is amended to add the definitions of “Tontine Lenders”,
        “Tontine Subordinated Debt” and “Tontine Subordinated Debt
        Documentation” thereto in correct alphabetical order as follows:


        


        
        “Tontine Lenders” – collectively, Tontine Capital Partners, L.P.
        and any Affiliate of Tontine Capital Partners, L.P. that joins in and becomes party to the
        Tontine Subordinated Debt Documentation in accordance with the terms thereof.”


        
        “Tontine Subordinated Debt – unsecured Subordinated Debt of Borrowers in
        an aggregate principal amount not to exceed $25,000,000 plus any additional principal
        resulting from any in kind interest payment as permitted by the Tontine Subordinated Debt
        Documentation, payable to the Tontine Lenders pursuant to the Tontine Subordinated Debt
        Documentation.”


        


        
        “Tontine Subordinated Debt Documentation – collectively, (a) that
        certain Note Purchase Agreement, dated as of December ___, 2007, among the Tontine Lenders
        and Borrowers and (b) each of those certain Senior Subordinated Notes, dated as of December
        ___, 2007, in the aggregate original principal amount of $25,000,000 payable by Borrowers
        to the Tontine Lenders, each in form and substance satisfactory to Agent in its sole
        discretion.


        


        	
                	
                    
                    ARTICLE III     

                	
                    



                    
                    Limited Waiver

                


        

        

        


        
        3.01     


        
        


        
        Limited Waiver. Subject to the terms and conditions set forth herein and in
        reliance upon the representations and warranties of Credit Parties set forth herein, Agent
        and Lenders hereby consent to and waive any Event of Default that would otherwise exist or
        arise under the Loan Agreement solely as a result of Borrowers’ failure to comply
        with the Section 9.2.24 of the Loan Agreement upon any prepayment in full (but not
        in part) of the Tranche B Loan (the “Tranche B Loan Prepayment”) by
        Borrowers using the proceeds of unrestricted cash on hand; provided, that (i) such
        prepayment shall occur on or before December 31, 2007, (ii) Borrowers shall use all of the
        proceeds of the Tontine Subordinated Debt in connection with such prepayment, (iii) there
        shall not be any Revolver Loans outstanding at the time of such prepayment and (iv)
        Borrowers shall have unrestricted cash on hand of at least $40,000,000 after giving effect
        to such prepayment. Upon the Tranche B Loan Prepayment, all references to the
        “Tranche B Agent”, “Tranche B Lenders”, Tranche B Agreement”,
        Tranche B Loan”, “Tranche B Documentation” and “Intercreditor
        Agreement” in the Loan Agreement shall be deleted in their entirety.


        


        


        	
                	
                    
                    3.02     

                	
                    
                    No Further Waiver. Except as specifically provided in this Amendment,
                    nothing in this Amendment shall directly or indirectly whatsoever either:
                    (i) be construed as a waiver of any covenant or provision of the Loan
                    Agreement, any other Loan Document or any other contract or instrument or
                    (ii) impair, prejudice or otherwise adversely affect any right of Agent or
                    Lender at any time to exercise any right, privilege or remedy in connection
                    with the Loan Agreement, any other Loan Document or any other contract or
                    instrument, or (iii) constitute any course of dealing or other basis for
                    altering any obligation of Credit Parties or any right, privilege or remedy of
                    Agent or Lenders under the Loan Agreement, any other Loan Document or any other
                    contract or instrument or constitute any consent by Agent or Lenders to any
                    prior, existing or future violations of the Loan Agreement or any other Loan
                    Document. Credit Parties hereby agree and acknowledge that hereafter Credit
                    Parties are expected to strictly comply with their duties, obligations and
                    agreements under the Loan Agreement and the other Loan Documents.

                


        


        	
                	
                    
                    ARTICLE IV     

                	
                    



                    
                    Conditions Precedent

                


        

        

        


        
        4.01     


        
        


        
        Conditions to Effectiveness. The effectiveness of this Amendment (including the
        agreements and waiver contained herein) is subject to the satisfaction of the following
        conditions precedent in a manner satisfactory to Agent, unless specifically waived in
        writing by Agent:


        


        
        (a)     


        
        


        
        Agent shall have received this Amendment, duly executed by each of the Credit
        Parties.


        


        


        	
                	
                    
                    (b)     

                	
                    
                    The representations and warranties contained herein and in the Loan
                    Agreement and the other Loan Documents, as each is amended hereby, shall be
                    true and correct in all material respects as of the date hereof, as if made on
                    the date hereof, except for those representations and warranties specifically
                    made as of an earlier date, which shall be true and correct in all material
                    respects as of such earlier date.

                


        


        	
                	
                    
                    (c)     

                	
                    
                    After giving effect to the provisions of this Amendment, no Default or Event
                    of Default shall have occurred and be continuing, unless such Default or Event
                    of Default has been otherwise specifically waived in writing by Agent.

                


        


        	
                	
                    
                    (d)     

                	
                    
                    All organizational proceedings taken in connection with the transactions
                    contemplated by this Amendment and all documents, instruments and other legal
                    matters incident thereto shall be reasonably satisfactory to Agent and its
                    legal counsel.

                


        


        	
                	
                    
                    (e)     

                	
                    
                    Agent shall have received an amendment fee from Borrowers in the amount of
                    $500,000, to be shared pro rata among the Lenders.

                


        


        	
                	
                    
                    ARTICLE V     

                	
                    



                    
                    Ratifications, Representations and Warranties

                


        

        

        


        
        5.01     


        
        


        
        Ratifications. The terms and provisions set forth in this Amendment shall modify
        and supersede all inconsistent terms and provisions set forth in the Loan Agreement and the
        other Loan Documents, and, except as expressly modified and superseded by this Amendment,
        the terms and provisions of the Loan Agreement and the other Loan Documents are ratified
        and confirmed and shall continue in full force and effect. Each Credit Party and Lenders
        and Agent agree that the Loan Agreement and the other Loan Documents, as amended hereby,
        shall continue to be legal, valid, binding and enforceable in accordance with their
        respective terms.


        


        


        	
                	
                    
                    5.02     

                	
                    
                    Representations and Warranties. Each Credit Party hereby represents
                    and warrants to Lenders and Agent that (a) the execution, delivery and
                    performance of this Amendment and any and all other Loan Documents executed
                    and/or delivered in connection herewith have been authorized by all requisite
                    organizational action on the part of such Credit Party and will not violate the
                    organizational or governing documents of such Credit Party; (b) the
                    representations and warranties contained in the Loan Agreement, as amended
                    hereby, and any other Loan Document are true and correct in all material
                    respects on and as of the date hereof and on and as of the date of execution
                    hereof as though made on and as of each such date, except for those
                    representations and warranties specifically made as of an earlier date, which
                    shall be true and correct in all material respects as of such earlier date;
                    (c) no Default or Event of Default under the Loan Agreement, as amended
                    hereby, has occurred and is continuing, unless such Default or Event of Default
                    has been specifically waived in writing by Agent; (d) each Credit Party is
                    in material compliance with all covenants and agreements contained in the Loan
                    Agreement and the other Loan Documents, as amended hereby; and no Credit Party
                    has amended its organizational or governing documents since the date of
                    execution of the Loan Agreement.

                


        


        	
                	
                    
                    ARTICLE VI     

                	
                    



                    
                    Miscellaneous Provisions

                


        

        

        


        
        6.01     


        
        


        
        Survival of Representations and Warranties. All representations and warranties
        made in the Loan Agreement or any other Loan Document, including, without limitation, any
        document furnished in connection with this Amendment, shall survive the execution and
        delivery of this Amendment and the other Loan Documents, and no investigation by Lender or
        Agent or any closing shall affect the representations and warranties or the right of Lender
        or Agent to rely upon them.


        


        


        	
                	
                    
                    6.02     

                	
                    
                    Reference to Loan Agreement. Each of the Loan Agreement and the other
                    Loan Documents, and any and all other Loan Documents, documents or instruments
                    now or hereafter executed and delivered pursuant to the terms hereof or
                    pursuant to the terms of the Loan Agreement, as amended hereby, are hereby
                    amended so that any reference in the Loan Agreement and such other Loan
                    Documents to the Loan Agreement shall mean a reference to the Loan Agreement,
                    as amended hereby, and any reference in the Loan Agreement and such other Loan
                    Documents to any other Loan Document amended by the provisions of this
                    Amendment shall mean a reference to such other Loan Documents, as amended
                    hereby.

                


        


        	
                	
                    
                    6.03     

                	
                    
                    Expenses of Lender. As provided in the Loan Agreement, each Credit
                    Party agrees to pay on demand all costs and out-of-pocket expenses incurred by
                    Agent in connection with the preparation, negotiation, and execution of this
                    Amendment and the other Loan Documents executed pursuant hereto and any and all
                    amendments, modifications, and supplements thereto, including, without
                    limitation, the costs and fees of Agent’s legal counsel, and all costs
                    and out-of-pocket expenses incurred by Agent in connection with the enforcement
                    or preservation of any rights under the Loan Agreement, as amended hereby, or
                    any other Loan Documents, including, without, limitation, the costs and fees of
                    Agent’s legal counsel and consultants retained by Agent or retained by
                    Agent’s legal counsel.

                


        


        	
                	
                    
                    6.04     

                	
                    
                    Severability. Any provision of this Amendment held by a court of
                    competent jurisdiction to be invalid or unenforceable shall not impair or
                    invalidate the remainder of this Amendment and the effect thereof shall be
                    confined to the provision so held to be invalid or unenforceable.

                


        


        	
                	
                    
                    6.05     

                	
                    
                    Successors and Assigns. This Amendment is binding upon and shall
                    inure to the benefit of Lenders and Agent and each Credit Party and their
                    respective successors and assigns, except that no Credit Party may assign or
                    transfer any of its rights or obligations hereunder without the prior written
                    consent of Lender and Agent.

                


        


        	
                	
                    
                    6.06     

                	
                    
                    Counterparts. This Amendment may be executed in one or more
                    counterparts, each of which when so executed shall be deemed to be an original,
                    but all of which when taken together shall constitute one and the same
                    instrument.

                


        


        	
                	
                    
                    6.07     

                	
                    
                    Effect of Waiver. No consent or waiver, express or implied, by
                    Lenders or Agent to or for any breach of or deviation from any covenant or
                    condition by any Credit Party shall be deemed a consent to or waiver of any
                    other breach of the same or any other covenant, condition or duty.

                


        


        	
                	
                    
                    6.08     

                	
                    
                    Headings. The headings, captions, and arrangements used in this
                    Amendment are for convenience only and shall not affect the interpretation of
                    this Amendment.

                


        


        	
                	
                    
                    6.09     

                	
                    
                    Applicable Law. THIS AMENDMENT AND ALL OTHER LOAN DOCUMENTS EXECUTED
                    PURSUANT HERETO SHALL BE DEEMED TO HAVE BEEN MADE AND TO BE PERFORMABLE IN AND
                    SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
                    TEXAS.

                


        


        	
                	
                    
                    6.10     

                	
                    
                    Final Agreement. THE LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS,
                    EACH AS AMENDED HEREBY, REPRESENT THE ENTIRE EXPRESSION OF THE PARTIES WITH
                    RESPECT TO THE SUBJECT MATTER HEREOF ON THE DATE THIS AMENDMENT IS EXECUTED.
                    THE LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS AMENDED HEREBY, MAY NOT BE
                    CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
                    AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
                    PARTIES. NO MODIFICATION, RESCISSION, WAIVER, RELEASE OR AMENDMENT OF ANY
                    PROVISION OF THIS AMENDMENT SHALL BE MADE, EXCEPT BY A WRITTEN AGREEMENT SIGNED
                    BY EACH CREDIT PARTY AND LENDERS AND AGENT.

                


        


        	
                	
                    
                    6.11     

                	
                    
                    Release. EACH CREDIT PARTY HEREBY ACKNOWLEDGES THAT IT HAS NO
                    DEFENSE, COUNTERCLAIM, OFFSET, CROSS-COMPLAINT, CLAIM OR DEMAND OF ANY KIND OR
                    NATURE WHATSOEVER THAT CAN BE ASSERTED TO REDUCE OR ELIMINATE ALL OR ANY PART
                    OF ITS LIABILITY TO REPAY THE “OBLIGATIONS” OR TO SEEK AFFIRMATIVE
                    RELIEF OR DAMAGES OF ANY KIND OR NATURE FROM LENDER OR AGENT. EACH CREDIT PARTY
                    HEREBY VOLUNTARILY AND KNOWINGLY RELEASES AND FOREVER DISCHARGES LENDERS AND
                    AGENT AND ITS RESPECTIVE PREDECESSORS, AGENTS, EMPLOYEES, SUCCESSORS AND
                    ASSIGNS, FROM ALL POSSIBLE CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, DAMAGES,
                    COSTS, EXPENSES, AND LIABILITIES WHATSOEVER, KNOWN OR UNKNOWN, ANTICIPATED OR
                    UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT, OR CONDITIONAL, AT
                    LAW OR IN EQUITY, ORIGINATING IN WHOLE OR IN PART ON OR BEFORE THE DATE THIS
                    AMENDMENT IS EXECUTED, WHICH ANY CREDIT PARTY MAY NOW OR HEREAFTER HAVE AGAINST
                    LENDERS OR AGENT OR ITS RESPECTIVE PREDECESSORS, AGENTS, EMPLOYEES, SUCCESSORS
                    AND ASSIGNS, IF ANY, AND IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS ARISE OUT OF
                    CONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS, OR OTHERWISE, AND ARISING FROM
                    ANY “LOANS,” INCLUDING, WITHOUT LIMITATION, ANY CONTRACTING FOR,
                    CHARGING, TAKING, RESERVING, COLLECTING OR RECEIVING INTEREST IN EXCESS OF THE
                    HIGHEST LAWFUL RATE APPLICABLE, THE EXERCISE OF ANY RIGHTS AND REMEDIES UNDER
                    THE LOAN AGREEMENT OR OTHER LOAN DOCUMENTS, AND NEGOTIATION FOR AND EXECUTION
                    OF THIS AMENDMENT.

                


        

        

        


        
        Amendment
        To
             


        Loan
        and Security Agreement


        
        023528.0102/452728


        
        IN WITNESS WHEREOF, this Amendment has been executed on December 11, 2007, to be
        effective as the respective date set forth above.


        
        AGENT:

        

        BANK OF AMERICA,
        N.A., as Agent

        

        

        By:          


        Name:____________________________________
        ____

        Title:_____________________________________
        ____

        LENDERS:

        

        BANK OF AMERICA, N.A.

        

        

        By:          


        Name:____________________________________
        ____

        Title:_____________________________________
        ____


        


        
        WELLS FARGO FOOTHILL, LLC

        

        By:          


        Name:____________________________________
        ____

        Title:_____________________________________
        ____

         

        THE CIT GROUP/BUSINESS CREDIT, INC.

        

        

        By:          


        Name:____________________________________
        ____

        Title:_____________________________________
        ____


        
        Amendment
        To

        Loan and Security Agreement


        
        023528.0102/452728


        
        CREDIT
        PARTIES:


        
        INTEGRATED ELECTRICAL SERVICES, INC.


        
        By:          


        
             Curt L. Warnock

             Senior Vice President


        
        BRYANT ELECTRIC COMPANY, INC.

        IES INDUSTRIAL, INC.

        IES RESIDENTIAL, INC.

        IES COMMERCIAL, INC.

        IES HOUSTON RESOURCES, INC.

        IES PROPERTIES, INC.

        IES TANGIBLE PROPERTIES, INC.

        IES PURCHASING & MATERIALS, INC.

        IES CONSOLIDATION, LLC.

        IES SHARED SERVICES, INC.

        IES OPERATIONS GROUP, INC.

        ICS HOLDINGS, LLC.

        INTEGRATED ELECTRICAL FINANCE, INC.

        KEY ELECTRICAL SUPPLY

        MARK HENDERSON INCORPORATED

        MID-STATES ELECTRIC COMPANY, INC.

        MILLS ELECTRICAL CONTRACTORS, INC.

        MILLS MANAGEMENT, LLC.

        PAN AMERICAN ELECTRIC, INC,

        RAINES ELECTRIC CO, INC.

        RAINES MANAGEMENT, LLC.

        THOMAS POPP & COMPANY

        

        _______________________________

        Curt L. Warnock

        Vice President

        

        
        


        

        

        
        IES MANAGEMENT ROO, LP

        

        ______________________________

        Neal Electric Management, LLC.

        General Partner of IES Management ROO, LP.

        

        IES MANAGEMENT, LP

        

        _______________________________

        IES Residential Group, Inc.

        General Partner of IES Management, LP.

        

        MILLS ELECTRIC, LP

        

        ________________________________

        Mills Management, LLC.

        General Partner of Mills Electric, LP.

        

        RAINES ELECTRIC LP.

        

        _________________________________

        Raines Management, LLC.

        General Partner of Raines Electric, LP.

        

        
        


        

        

        
        MILLS ELECTRICAL HOLDINGS, LLC.

        MILLS ELECTRIC HOLDINGS II, LLC.

        RAINES HOLDINGS, LLC.

        RAINES HOLDINGS II, LLC.

        

        ____________________________________

        Curt L. Warnock

        President


        


        
         


        
        Annex I


        
        Borrowers


        


        


        	
                    
                    Bryant Electric Company, Inc.

                	
                    
                    North Carolina

                	
                 
	
                    
                    IES Commercial, Inc

                	
                    
                    Delaware

                	
                 
	
                    
                    IES Consolidation LLC

                	
                    
                    Delaware

                	
                 
	
                    
                    IES Houston Resources, Inc

                	
                    
                    Texas

                	
                 
	
                    
                    IES Industrial, Inc.

                	
                    
                    South Carolina

                	
                 
	
                    
                    IES Management LP

                	
                    
                    Texas

                	
                 
	
                    
                    IES Management ROO, LP

                	
                    
                    Texas

                	
                 
	
                    
                    IES Properties Inc.

                	
                    
                    Texas

                	
                 
	
                    
                    IES Purchasing & Materials, Inc.

                	
                    
                    Delaware

                	
                 
	
                    
                    IES Residential, Inc.

                	
                    
                    Texas

                	
                 
	
                    
                    IES Shared Services, Inc.

                	
                    
                    Delaware

                	
                 
	
                    
                    IES Tangible Properties, Inc.

                	
                    
                    Delaware

                	
                 
	
                    
                    Integrated Electrical Services, Inc.

                	
                    
                    Delaware

                	
                 
	
                    
                    Key Electrical Supply, Inc.

                	
                    
                    Texas

                	
                 
	
                    
                    Mark Henderson, Incorporated

                	
                    
                    Delaware

                	
                 
	
                    
                    Mid-States Electric Company, Inc.

                	
                    
                    Delaware

                	
                 
	
                    
                    Mills Electric LP

                	
                    
                    Texas

                	
                 
	
                    
                    Pan American Electric, Inc.

                	
                    
                    Tennessee

                	
                 
	
                    
                    Raines Electric LP

                	
                    
                    Texas

                	
                 
	
                    
                    Thomas Popp & Company

                	
                    
                    Ohio

                	
                 


        

        


        


        
         


        
        Annex II


        
        Guarantors

         


             


        	
                    
                    IES Properties, Inc

                	
                    
                    Delaware

                	
                 
	
                    
                    IES Reinsurance, Ltd.

                	
                    
                    Bermuda

                	
                 
	
                    
                    IES Residential Group, Inc.

                	
                    
                    Delaware

                	
                 
	
                    
                    Mills Electric Contractors, Inc.

                	
                    
                    Delaware

                	
                 
	
                    
                    Mills Electric Holdings II LLC

                	
                    
                    Delaware

                	
                 
	
                    
                    Mills Electrical Holdings LLC

                	
                    
                    Arizona

                	
                 
	
                    
                    Mills Management LLC

                	
                    
                    Arizona

                	
                 
	
                    
                    Neal Electric Management LLC

                	
                    
                    Arizona

                	
                 
	
                    
                    Pan American Electric Company, Inc.

                	
                    
                    New Mexico

                	
                 
	
                    
                    Raines Electric Co., Inc.

                	
                    
                    Delaware

                	
                 
	
                    
                    Raines Holdings II LLC

                	
                    
                    Delaware

                	
                 
	
                    
                    Raines Holdings LLC

                	
                    
                    Arizona

                	
                 
	
                    
                    Raines Management LLC

                	
                    
                    Arizona

                	
                 
	
                    
                    Integrated Electrical Finance, Inc.

                	
                    
                    Delaware

                	
                 
	
                    
                    IES Operation Group, Inc.

                	
                    
                    Delaware

                	
                 
	
                    
                    ICS Holdings, LLC

                	
                    
                    Arizona