QuickLinks
 -- Click here to rapidly navigate through this document









































 
 

  Exhibit 10.14    
    


AMENDMENT TO LOAN AND SECURITY AGREEMENT  


        THIS AMENDMENT TO LOAN AND SECURITY AGREEMENT (this
"Amendment") is made and entered into on August 13, 2008, 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"), 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"), the Lenders, INTEGRATED ELECTRICAL
SERVICES, INC., a Delaware corporation ("Parent"), 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 of Section 9.1.    Effective as of the date
hereof, Section 9.1.5 of the Loan Agreement is hereby amended and restated in its entirety to read as follows: 



        "9.1.5
Projections. No later than 15 days after the end of each Fiscal Year of Parent, deliver to Agent and Lenders the Projections
of Parent and its Subsidiaries for the forthcoming two Fiscal Years, year by year, and for the forthcoming Fiscal Year, month by month." 



 ARTICLE III
  No Waiver  



        3.01    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. 



 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 (e) no 


2







 



Credit
Party has amended its organizational or governing documents since the date of execution of the Loan Agreement other than as has been previously disclosed and delivered to the Agent. 


 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 Agent.    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. 


3







 

        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  (INCLUDING ALL STRICT 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. 


4













































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



					
	 	 	AGENT:
	

 	
 	
 BANK OF AMERICA, N.A., as Agent
	

 	
 	
 By:	
 	
 /s/ JOHN TODD







 
	 	 	 Name:	 	 John Todd







 
	 	 	 Title:	 	 Executive Vice President







 
	

 	
 	
LENDERS:
	

 	
 	
 BANK OF AMERICA, N.A.
	

 	
 	
 By:	
 	
 /s/ JOHN TODD







 
	 	 	 Name:	 	 John Todd







 
	 	 	 Title:	 	 Executive Vice President







 
	

 	
 	
 WELLS FARGO FOOTHILL, LLC
	

 	
 	
 By:	
 	
 /s/ DAVID P. HILL







 
	 	 	 Name:	 	 David Hill







 
	 	 	 Title:	 	 Vice President







 
	

 	
 	
 THE CIT GROUP/BUSINESS CREDIT, INC.
	

 	
 	
 By:	
 	
 /s/ CHRIS HANDLER







 
	 	 	 Name:	 	 Chris Handler







 
	 	 	 Title:	 	 Assistant Vice President







 












					
	 	 	CREDIT PARTIES:
	

 	
 	
 INTEGRATED ELECTRICAL SERVICES, INC.
	

 	
 	
 By:	
 	
 /s/ CURT L. WARNOCK






  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.

IES RESIDENTIAL GROUP, INC.

ICS HOLDINGS LLC

INTEGRATED ELECTRICAL FINANCE, INC.

KEY ELECTRICAL SUPPLY, INC.

MARK HENDERSON, INCORPORATED

MID-STATES ELECTRIC COMPANY, INC.

MILLS ELECTRICAL CONTRACTORS, INC.

MILLS MANAGEMENT LLC

NEAL ELECTRIC MANAGEMENT LLC

PAN AMERICAN ELECTRIC, INC,

PAN AMERICAN ELECTRIC COMPANY, INC.

RAINES ELECTRIC CO., INC.

RAINES MANAGEMENT LLC

THOMAS POPP & COMPANY
	

 	
 	
 /s/ CURT L. WARNOCK






  Curt L. Warnock

Vice President












					
	 	 	IES MANAGEMENT ROO, LP
	

 	
 	
By: Neal Electric Management LLC

General Partner of IES Management ROO, LP
	

 	
 	
 By:	
 	
 /s/ CURT L. WARNOCK







 
	 	 	 Name:	 	 Curt L. Warnock







 
	 	 	 Title:	 	 Vice President
	

 	
 	
IES MANAGEMENT LP
	

 	
 	
By: IES Residential Group, Inc.

General Partner of IES Management LP
	

 	
 	
 By:	
 	
 /s/ CURT L. WARNOCK







 
	 	 	 Name:	 	 Curt L. Warnock







 
	 	 	 Title:	 	 Vice President
	

 	
 	
MILLS ELECTRIC, LP
	

 	
 	
By: Mills Management LLC

General Partner of Mills Electric, LP
	

 	
 	
 By:	
 	
 /s/ CURT L. WARNOCK







 
	 	 	 Name:	 	 Curt L. Warnock







 
	 	 	 Title:	 	 Vice President
	

 	
 	
RAINES ELECTRIC LP
	

 	
 	
By: Raines Management LLC

General Partner of Raines Electric LP
	

 	
 	
 By:	
 	
 /s/ CURT L. WARNOCK







 
	 	 	 Name:	 	 Curt L. Warnock







 
	 	 	 Title:	 	 Vice President












			
	 	 	 MILLS ELECTRICAL HOLDINGS, LLC.

MILLS ELECTRIC HOLDINGS II, LLC.

RAINES HOLDINGS, LLC.

RAINES HOLDINGS II, LLC.
	

 	
 	
 /s/ CURT L. WARNOCK






  Curt L. Warnock

President
	

 	
 	
 IES REINSURANCE, LTD.
	

 	
 	
 /s/ CURT L. WARNOCK






  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.	
 	
 Delaware
	
 
	
IES Industrial, Inc.	
 	
 South Carolina
	
 
	
IES Management, LP	
 	
 Texas
	
 
	
IES Management ROO, LP	
 	
 Texas
	
 
	
IES Properties Inc.	
 	
 Delaware
	
 
	
IES Purchasing & Materials, Inc.	
 	
 Delaware
	
 
	
IES Residential, Inc.	
 	
 Delaware
	
 
	
IES Shared Services, Inc.	
 	
 Delaware
	
 
	
IES Tangible Properties, Inc.	
 	
 Delaware
	
 
	
Integrated Electrical Finance, 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
	
 
	
Mills Electrical Contractors, Inc.	
 	
 Delaware
	
 
	
Pan American Electric, Inc.	
 	
 Tennessee
	
 
	
Raines Electric LP	
 	
 Texas
	
 
	
Thomas Popp & Company	
 	
 Ohio
	
 










Annex II  


 Guarantors  



			
	 
	ICS Holdings LLC	 	 Arizona
	
 
	
IES Operations Group, Inc.	
 	
 Delaware
	
 
	
IES Reinsurance Ltd.	
 	
 Bermuda
	
 
	
IES Residential Group, 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
	
 














QuickLinks



Exhibit 10.14