Second Amendment to Loan and Security Agreement


 Exhibit 10.1 
  
 SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT 
  
 THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is made and entered into on
November 11, 2005, to be effective as of the respective date hereinafter specified, by and among BANK OF AMERICA, N.A., a national banking association, (“BA”), in its capacity as collateral and administrative agent under
the Loan Agreement (as hereinafter defined) (BA, in such capacity, the “Agent”), and BA as Lender under the Loan Agreement (BA, in such capacity, the “Lender”), 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, Lender and Credit Parties have entered into that certain Loan and
Security Agreement, dated as of August 1, 2005, as amended by that certain Amendment to Loan and Security Agreement, entered into on September 30, 2005, by Agent, Lender, and Credit Parties (the Loan and Security Agreement, as amended,
being referred to herein as the “Loan Agreement”). 
  
 B. Credit Parties, Agent and Lender 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. 
  
 SECOND AMENDMENT TO 
 LOAN AND SECURITY AGREEMENT 






 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 9.3.1 of the Loan Agreement. Effective August 1, 2005, Section 9.3.1
of the Loan Agreement is amended and restated to read in its entirety as follows: 
  
 “9.3.1. Fixed Charge Coverage Ratio. The Borrower will maintain a Fixed Charge Coverage Ratio for each period of twelve
consecutive months ended on the last day of each month set forth below (or with respect to the months ending on or before June 30, 2006, the period commencing on July 1, 2005 and ending on the last day of such month) of not less than the
ratio set forth below opposite each such fiscal quarter: 
  

			
	 Period Ending

	  	Fixed Charge
Coverage Ratio


	 July 2005
	  	0.59
	 August 2005
	  	0.61
	 November 2005
	  	0.58
	 December 2005
	  	0.55
	 January 2006
	  	0.54
	 February 2006
	  	0.54
	 March 2006
	  	0.55
	 April 2006
	  	0.58
	 May 2006
	  	0.62
	 June 2006
	  	0.65
	 July 2006
	  	0.68
	 August 2006
	  	0.71
	 September 2006
	  	0.74
	 October 2006
	  	0.78
	 November 2006
	  	0.82
	 December 2006
	  	0.87
	 January 2007
	  	0.91
	 February 2007
	  	0.95
	 March 2007
	  	0.98
	 April 2007
	  	0.99
	 May 2007 and each month thereafter
	  	1.00

  
 The Fixed Charge
Coverage Ratio will not be tested for the respective period ending September 30, 2005, and October 31, 2005. Compliance with this Section 9.3.1 with respect to the period ended November 30, 2005 shall be tested based upon
the financial statements delivered pursuant to Section 9.1.3, and no Default or Event of Default, if any, 

  


					
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shall occur under this Section with respect to the period ended November 30, 2005 until delivery of such financial statements; provided,
however, that notwithstanding the foregoing, if such financial statements are not delivered to Agent by December 30, 2005, the parties hereto agree that Borrower will be deemed to have failed to maintain the minimum Fixed Charge Coverage
Ratio for the period ending November 30, 2005.” 
  
 2.02 Amendment to Appendix A of the Loan Agreement; Amendment to Definition of “Adjusted Net Earnings from Operations”. Effective as of August 1, 2005, the definition of “Adjusted Net Earnings from
Operations” contained in Appendix A of the Loan Agreement is amended by deleting therefrom the phrase “and reported on the Financial Statements for such period”. 
  
 2.03 Amendment to Appendix A of the Loan Agreement; Amendment to Definition of “Applicable
Margin”. Effective as of November 1, 2005, the definition of “Applicable Margin” contained in Appendix A of the Loan Agreement is amended by deleting therefrom the present first sentence of such definition and
substituting therefor a new sentence to read in its entirety as follows: 
  
 “Applicable Margin – a percentage equal to 1.50% with respect to Revolver Loans that are Base Rate Loans, 3.50% with respect to Revolver Loans that are LIBOR Loans, and 3.50% with respect to fees payable to
Lenders pursuant to Section 2.2.3(i), provided that, commencing on the earlier of (i) March 31, 2006 or (ii) a Participant or other Lender (other than Bank) becomes a party to this Agreement, the Applicable Margin shall be
increased or (if no Default or Event of Default exists) decreased, based upon the Fixed Charge Coverage Ratio, as follows: 
  

										
	 	  	Revolver Loans

	 	 	Standby LCs

	 
	 Fixed Charge Coverage Ratio

	  	Base Rate

	 	 	LIBOR

	 	 	Fee Percentage

	 
	 < 0.60
	  	1.50	%	 	3.50	%	 	3.50	%
	 > 0.60 and < 0.75
	  	1.25	%	 	3.25	%	 	3.25	%
	 > 0.75 and < 1.0
	  	1.00	%	 	3.00	%	 	3.00	%
	 > 1.0 and < 1.15
	  	0.75	%	 	2.75	%	 	2.75	%
	 > 1.15
	  	0.50	%	 	2.50	%	 	2.50	%”

  
 2.04
Minimum Availability. Effective as of the date of execution of this Amendment, Section 9.4 is added to the Loan Agreement to read in its entirety as set forth below, and Appendix A to the Loan Agreement is amended to include the
definitions of “Eligible Cash 

  


					
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Collateral” and “First Amendment Documentation” as set forth below, and to restate the definition of “Borrowing Base” in its
entirety as set forth below: 
  
 Section 9.4 Minimum
Availability. 
  
 9.4.1 Minimum
Availability and Availability Shortfall Amount. In addition to and not in limitation of any other covenants of Credit Parties contained in the Loan Documents, Borrowers shall maintain at all times Availability of at least $12,000,000. The
parties hereto agree that on any day Borrowers do not maintain Availability of at least $12,000,000 (with the amount by which Availability on such date is less than $12,000,000 being herein referred to as the “Availability Shortfall
Amount” and such date being referred to as an “Availability Shortfall Date”), such occurrence shall constitute a “Default” under this Agreement, and if by the second day after such Availability Shortfall Date,
Borrowers have not provided to Agent new Eligible Cash Collateral at least equal to such Availability Shortfall Amount, such occurrence shall constitute an “Event of Default” under this Agreement. 
  
 9.4.2 Deposit and Pledge of Eligible Cash Collateral.
Eligible Cash Collateral (together with any interest accrued thereon) shall be held by Agent in the Cash Collateral Account and may be invested, in Agent’s discretion, in Cash Equivalents. Each Credit Party hereby pledges to Agent and grants to
Agent a security interest in, for the benefit of Agent in such capacity and for the Pro Rata benefit of Lenders, all cash held in the Cash Collateral Account from time to time and all proceeds thereof, as security for payment of all Obligations,
whether or not then due or payable. Neither any Credit Party nor any other Person claiming by, through or under or on behalf of any Credit Party shall have any right to withdraw any of the Eligible Cash Collateral held in the Cash Collateral
Account, including any accrued interest. All cash in the Cash Collateral Account shall constitute Collateral and Agent, for the Pro Rata benefit of Lenders, shall have the rights and remedies as to Collateral as are specified in this Agreement or
the other Loan Documents or as are otherwise available under applicable law. The parties hereto agree that the Eligible Cash Collateral shall neither constitute “Cash Collateral” for the purposes of determining the Letter of Credit Fee
pursuant to Section 2.2.3 of this Agreement nor constitute “Cash Collateral” as such term is used in the definition of “LC Reserve” nor constitute the “cash collateral” required to be provided by Borrowers
pursuant to the First Amendment Documentation. 
  
 “Eligible Cash Collateral” - cash representing proceeds of Collateral or proceeds from such other source of funding which is satisfactory to Agent, it its reasonable discretion, that is deposited after the occurrence of an
Availability Shortfall Date into a demand deposit, money market or other account in Agent’s name and subject to Agent’s Liens, for the Pro Rata benefit of Lenders, and which cash deposit is in addition to and not in substitution for
amounts previously deposited into the Cash Collateral Account pursuant to the other provisions of the Loan 

  


					
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Documents including, without limitation, the provisions of Section 1.2.7 of this Agreement or the provisions of the First Amendment
Documentation; provided, however, the term “Eligible Cash Collateral” shall not include any cash (i) to the extent Agent, on behalf of itself and the Lenders, does not have therein a valid, enforceable first priority
Lien; (ii) to the extent that any defense, counterclaim, setoff or dispute exists or is asserted with respect thereto; or (iii) that it is subject to any Lien of any Person, other than Liens in favor of Agent, on behalf of itself and
Lenders, or that is not owned by a Credit Party. 
  
 “First Amendment Documentation” - the documentation executed in connection with that certain Amendment to Loan and Security Agreement, dated September 30, 2005, executed by Agent, Lender and Credit Parties. 

 
 “Borrowing Base” - on any date of determination thereof,
an amount equal to the lesser of: (a) the aggregate amount of the Commitments on such date minus the LC Reserves on such date minus $5,000,000, or (b) an amount equal to (i) the sum of the Accounts Formula Amount
plus the Inventory Formula Amount on such date plus the Equipment Formula Amount on such date plus the Eligible Cash Collateral held by Agent on such date minus (ii) the Availability Reserve on such date minus
(iii) $5,000,000 minus (iv) the LC Reserves on such date. 
  
 2.05 Amendment to Section 9.1.16 of the Loan Agreement. Effective as of the date of execution of this Amendment, Section 9.1.16 of the Loan Agreement is amended and restated to read in
its entirety as follows: 
  
 “9.1.16
Enertech Consent. By December 30, 2005, deliver to Agent evidence of the assignment by Parent to another Borrower of Parent’s ownership in Enertech, together with the consent of Enertech to such assignment.” 
  
 2.06 New Fictitious Name. Agent and Lenders
hereby agree and acknowledge that Tesla Power & Automation L.P. has since on or about September 20, 2005, been transacting business in the States of Texas, Alabama, Louisiana and Mississippi using the assumed name
“PS-Service” and Agent and Lenders hereby agree that Borrowers gave sufficient notice to Agent pursuant to Section 9.2.1 of the Loan Agreement of the use of such assumed name in such States. To the extent not already supplied
to Agent, Borrowers hereby agree to promptly give to Agent copies of all documentation filed in such States as to the use of such assumed name by Tesla Power & Automation, L.P. 
  
 2.07 Amendment Fee. Credit Parties agree to pay to Agent an amendment fee of $100,000, which
amendment fee shall be deemed fully earned and non-refundable as of the date of execution of this Amendment, which amendment fee shall be due and payable in full upon the date of execution of this Amendment. 
  


					
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 ARTICLE III 
 No Waiver 
  
 3.01 No Waiver. Except for the amendments to the Loan Agreement expressly set forth in Article II hereof, 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 Lender under the Loan Agreement, any other Loan Document or any other contract or instrument or constitute any consent by Agent or Lender 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 each of the following, each in form and substance satisfactory to Agent, in its sole discretion, and, where
applicable, each duly executed by each party thereto, other than Agent or Lender: 
  
 (i) This Amendment, duly executed by Credit Parties; and 
  
 (ii) All other documents Agent may request with respect to any matter relevant to this Amendment or the
transactions contemplated hereby. 
  
 (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. 
  


					
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 (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, in immediately available funds, payment of the amendment fee required to be paid by Credit Parties to Agent
pursuant to the provisions of Section 2.07 hereof. 
  
 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 Lender 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 Lender 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) except for an amendment to change the name of Brink Electric Construction Co. to IES Rapid City, Inc., 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. 
  


					
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 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 Lender and 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 Lender’s and Agent’s legal counsel, and all costs and out-of-pocket expenses incurred by Lender and 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 Lender’s and 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 Lender 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 Lender 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 

  


					
	 SECOND AMENDMENT TO
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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 LENDER 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 LENDER 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 LENDER 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. 
  


					
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	 	9	  	 








 IN WITNESS WHEREOF, this Amendment has been executed on November 11, 2005, to be effective as
the respective date set forth above. 
  

			
	LENDER:
	
	Bank of America, N.A., as Sole Lender
		
	 By:
	 	 
	 Name: 
	 	 
	 Title: 
	 	 


  

			
	AGENT:
	
	 Bank of America, N.A., as Agent

		
	 By:
	 	 
	 Name: 
	 	 
	 Title: 
	 	 


  


					
	 AMENDMENT TO
 LOAN AND SECURITY AGREEMENT
	 	 	  	 









			
	 CREDIT PARTIES:

	
	INTEGRATED ELECTRICAL SERVICES, INC.
		
	 By:
	 	 
	 	 	Curt Warnock
	 	 	Senior Vice President


  


					
	 AMENDMENT TO
 LOAN AND SECURITY AGREEMENT
	 	 	  	 









			
	 ALADDIN WARD ELECTRIC & AIR, INC.
 AMBER ELECTRIC, INC.
 ARC ELECTRIC, INCORPORATED
 BACHOFNER ELECTRIC, INC.
 BEAR ACQUISITION CORPORATION

	
	 BRYANT ELECTRIC COMPANY, INC.
 BW/BEC,
INC.
 BW CONSOLIDATED, INC.
 CHARLES P. BAGBY CO.,
INC.
 COLLIER ELECTRIC COMPANY, INC.
 COMMERCIAL ELECTRICAL CONTRACTORS, INC.
 CROSS STATE ELECTRIC, INC.
 CYPRESS ELECTRICAL CONTRACTORS,INC.
 DANIEL ELECTRICAL CONTRACTORS,
INC.
 DANIEL ELECTRICAL OF TREASURE COAST,
INC.
 DANIEL INTEGRATED TECHNOLOGIES, INC.
 DAVIS ELECTRICAL CONSTRUCTORS, INC.
 ELECTRO-TECH, INC.
 EMC ACQUISITION CORPORATION
 FEDERAL COMMUNICATIONS GROUP, INC.
 GENERAL PARTNER, INC.
 H. R. ALLEN, INC.
 HATFIELD REYNOLDS ELECTRIC COMPANY
 HOLLAND ELECTRICAL SYSTEMS, INC.
 HOUSTON-STAFFORD ELECTRIC HOLDINGS III, INC.
 HOUSTON-STAFFORD MANAGEMENT LLC
 ICS HOLDINGS LLC
 IES ALBUQUERQUE, INC.
 IES AUSTIN, INC.
 IES AUSTIN MANAGEMENT LLC
 IES
CHARLOTTE, INC.
 IES COLLEGE STATION, INC.
 IES COLLEGE STATION
MANAGEMENT LLC
 IES COMMUNICATIONS, INC.
 IES CONTRACTORS
MANAGEMENT LLC
 IES DECATUR, INC.
 IES EAST MCKEESPORT,
INC.
 IES ENC, INC.
 IES ENC MANAGEMENT, INC.
 IES MERIDIAN, INC.
 IES NEW IBERIA, INC.
 IES OKLAHOMA CITY, INC.



  


					
	 AMENDMENT TO
 LOAN AND SECURITY AGREEMENT
	 	 	  	 









			
	 IES OPERATIONS GROUP, INC.
 IES PROPERTIES,
INC.
 IES PROPERTIES MANAGEMENT, INC.
 IES RALEIGH,
INC.
 IES RAPID CITY, INC.
 IES RESIDENTIAL GROUP,
INC.
 IES SPECIALTY LIGHTING, INC.
 IES VALDOSTA, INC.

IES VENTURES INC.
 IES WILSON, INC.
 INTEGRATED ELECTRICAL FINANCE, INC.
 INTELLIGENT BUILDING SOLUTIONS,
INC.
 J.W. GRAY ELECTRIC CO., INC.
 J.W. GRAY MANAGEMENT LLC
 KAYTON ELECTRIC, INC.
 KEY ELECTRICAL SUPPLY, INC.
 LINEMEN, INC.
 MARK HENDERSON, INCORPORATED MENNINGA ELECTRIC, INC.
 MID-STATES ELECTRIC COMPANY, INC.
 MILLS ELECTRICAL CONTRACTORS, INC.
 MILLS MANAGEMENT LLC
 MITCHELL ELECTRIC COMPANY, INC.
 M-S SYSTEMS, INC.
 MURRAY ELECTRICAL CONTRACTORS, INC.
 NBH HOLDING CO., INC.
 NEAL ELECTRIC MANAGEMENT LLC
 NEW TECHNOLOGY ELECTRICAL CONTRACTORS, INC.
 NEWCOMB ELECTRIC COMPANY, INC.
 PAN AMERICAN ELECTRIC COMPANY, INC.
 PAN AMERICAN ELECTRIC, INC.
 PAULIN ELECTRIC COMPANY, INC.
 POLLOCK ELECTRIC, INC.
 PRIMENET, INC.
 PRIMO ELECTRIC COMPANY
 RAINES
ELECTRIC CO., INC.
 RAINES MANAGEMENT LLC
 RIVIERA ELECTRIC, LLC
 RKT ELECTRIC,
INC.
 ROCKWELL ELECTRIC, INC.
 RODGERS ELECTRIC COMPANY,
INC.
 RON’S ELECTRIC, INC.
 SEI ELECTRICAL CONTRACTOR,
INC.
 SPECTROL, INC.
 SUMMIT ELECTRIC OF TEXAS,
INC.



  


					
	 AMENDMENT TO
 LOAN AND SECURITY AGREEMENT
	 	 	  	 









			
	 TESLA POWER GP, INC.
 THOMAS POPP & COMPANY
 VALENTINE ELECTRICAL, INC.
 WRIGHT ELECTRICAL CONTRACTING, INC.

		
	 By: 
	 	 
	 	 	 Curt Warnock
 Vice President

	
	IES CONTRACTORS, INC.
		
	 Name: 
	 	 
	 	 	 Curt Warnock
 Secretary

	
	IES REINSURANCE, LTD.
		
	 Name: 
	 	 
	 	 	 Curt Warnock
 President

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

	
	HAYMAKER ELECTRIC, LTD
	By:	 	General Partner, Inc., its general partner
		
	 Name: 
	 	 
	 	 	 Curt Warnock
 Vice President

	
	HOUSTON-STAFFORD ELECTRICAL CONTRACTORS LP
	By:	 	Houston-Stafford Management LLC, its general partner
		
	 Name: 
	 	 
	 	 	 Curt Warnock
 Vice President



  


					
	 AMENDMENT TO
 LOAN AND SECURITY AGREEMENT
	 	 	  	 









			
	IES AUSTIN HOLDING LP
	By:	 	IES Austin Management LLC, its general partner
		
	 Name: 
	 	 
	 	 	 Curt Warnock
 Vice President

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

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

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

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

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



  


					
	 AMENDMENT TO
 LOAN AND SECURITY AGREEMENT
	 	 	  	 









			
	J.W. GRAY ELECTRICAL CONTRACTORS LP
	By:	 	J.W. Gray Management LLC, its general partner
		
	 Name: 
	 	 
	 	 	 Curt Warnock
 Vice President

	
	MILLS ELECTRIC LP
	By:	 	Mills Management LLC
		
	 Name: 
	 	 
	 	 	 Curt Warnock
 Vice President

	
	NEAL ELECTRIC LP
	By:	 	BW/BEC, Inc., its general partner
		
	 Name: 
	 	 
	 	 	 Curt Warnock
 Vice President

	
	POLLOCK SUMMIT ELECTRIC LP
	By:	 	Pollock Electric, Inc. and Summit Electric of Texas, Inc., its general partners
		
	 Name: 
	 	 
	 	 	 Curt Warnock
 Vice President

	
	 RAINES ELECTRIC LP

	By:	 	Raines Management LLC, its general partner
		
	 Name: 
	 	 
	 	 	 Curt Warnock
 Vice President

	
	TESLA POWER AND AUTOMATION, L.P.
	By:	 	Telsa Power GP, Inc., its general partner
		
	 Name: 
	 	 
	 	 	 Curt Warnock
 Vice President



  


					
	 AMENDMENT TO
 LOAN AND SECURITY AGREEMENT
	 	 	  	 









			
	TESLA POWER PROPERTIES, L.P.
	By:	 	Telsa Power GP, Inc., its general partner
		
	 Name: 
	 	 
	 	 	 Curt Warnock
 Vice President



  


					
	 AMENDMENT TO
 LOAN AND SECURITY AGREEMENT
	 	 	  	 









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

		
	By:	 	 
	 	 	Victor Duva, Manager


  


					
	 AMENDMENT TO
 LOAN AND SECURITY AGREEMENT
	 	 	  	 









			
	 IES PROPERTIES HOLDINGS, INC.

	
	 POLLOCK SUMMIT HOLDINGS INC.

	
	 TESLA POWER (NEVADA), INC.

		
	By:	 	 
	 	 	Victor Duva, President


  


					
	 AMENDMENT TO
 LOAN AND SECURITY AGREEMENT
	 	 	  	 








  
 Annex I 
  
 Borrowers 
  

			
	 Aladdin-Ward Electric & Air, Inc.
	  	 Florida

		
	 Amber Electric, Inc.
	  	 Florida

		
	 ARC Electric, Incorporated
	  	 Delaware

		
	 Bachofner Electric, Inc.
	  	 Delaware

		
	 Bexar Electric Company, Ltd.
	  	 Texas

		
	 IES Rapid City, Inc.
	  	 South Dakota

		
	 Bryant Electric Company, Inc.
	  	 North Carolina

		
	 Charles P. Bagby Co., Inc.
	  	 Alabama

		
	 Collier Electric Company, Inc.
	  	 Florida

		
	 Commercial Electrical Contractors, Inc.
	  	 Delaware

		
	 Cross State Electric, Inc.
	  	 California

		
	 Cypress Electrical Contractors, Inc.
	  	 Delaware

		
	 Daniel Electrical Contractors, Inc.
	  	 Florida

		
	 Daniel Electrical of Treasure Coast, Inc.
	  	 Florida

		
	 Daniel Integrated Technologies, Inc.
	  	 Florida

		
	 Davis Electrical Constructors, Inc.
	  	 South Carolina

		
	 Electro-Tech, Inc.
	  	 Nevada

		
	 Federal Communications Group, Inc.
	  	 Delaware

		
	 H.R. Allen, Inc.
	  	 South Carolina

		
	 Hatfield Reynolds Electric Company
	  	 Arizona

		
	 Haymaker Electric, Ltd.
	  	 Alabama

		
	 Holland Electrical Systems, Inc.
	  	 Delaware

		
	 Houston-Stafford Electrical Contractors LP
	  	 Texas

		
	 IES Contractors, Inc.
	  	 Delaware

		
	 IES Federal Contract Group, LP
	  	 Texas

		
	 IES Management LP
	  	 Texas

		
	 IES Management ROO, LP
	  	 Texas

		
	 IES Properties LP
	  	 Texas

		
	 IES Reinsurance, Ltd.
	  	 Bermuda

		
	 IES Ventures, Inc.
	  	 Delaware

		
	 Integrated Electrical Finance, Inc.
	  	 Delaware

		
	 Integrated Electrical Services, Inc.
	  	 Delaware

		
	 J.W. Gray Electric Co., Inc.
	  	 Delaware

		
	 J.W. Gray Electrical Contractors LP
	  	 Texas

		
	 Kayton Electric, Inc.
	  	 Nebraska

		
	 Key Electrical Supply, Inc.
	  	 Texas

		
	 Linemen, Inc.
	  	 Delaware

		
	 Mark Henderson, Incorporated
	  	 Delaware

		
	 Menninga Electric, Inc.
	  	 Delaware

		
	 Mid-States Electric Company, Inc.
	  	 Delaware

		
	 Mills Electric LP
	  	 Texas


  


					
	 AMENDMENT TO
 LOAN AND SECURITY AGREEMENT
	 	 	  	 









			
	 Mitchell Electric Company, Inc.
	  	 Arizona

		
	 M-S Systems, Inc.
	  	 Tennessee

		
	 Murray Electrical Contractors, Inc.
	  	 Delaware

		
	 Neal Electric LP
	  	 Texas

		
	 New Technology Electrical Contractors, Inc.
	  	 Delaware

		
	 Newcomb Electric Company, Inc.
	  	 Delaware

		
	 Pan American Electric, Inc.
 Pan American Electric Company, Inc.
	  	 Tennessee
 New Mexico

		
	 Paulin Electric Company, Inc.
	  	 Delaware

		
	 Pollock Summit Electric LP
	  	 Texas

		
	 PrimeNet, Inc.
	  	 Delaware

		
	 Primo Electric Company
	  	 Delaware

		
	 Raines Electric LP
	  	 Texas

		
	 Riviera Electric, LLC
	  	 Delaware

		
	 RKT Electric, Inc.
	  	 Delaware

		
	 Rockwell Electric, Inc.
	  	 Delaware

		
	 Rodgers Electric, Inc.
	  	 Washington

		
	 Ron’s Electric, Inc.
	  	 Delaware

		
	 SEI Electrical Contractor, Inc.
	  	 Florida

		
	 Spectrol, Inc.
	  	 Delaware

		
	 Tesla Power & Automation, L.P.
 Tesla Power Properties, L.P.
	  	 Texas
 Texas

		
	 Thomas Popp & Company
	  	 Ohio

		
	 Valentine Electrical, Inc.
	  	 Delaware

		
	 Wright Electrical Contracting, Inc.
	  	 Delaware








  
 Annex II 

 
 Guarantors 
  

			
		
	 Bear Acquisition Corporation
	  	 Delaware

		
	 Bexar Electric II LLC
	  	 Arizona

		
	 BW Consolidated, Inc.
	  	 Nevada

		
	 BW/BEC II LLC
	  	 Arizona

		
	 BW/BEC, Inc.
	  	 Delaware

		
	 BW/BEC, LLC
	  	 Nevada

		
	 General Partners, Inc.
	  	 Alabama

		
	 Houston-Stafford Electric Holding III, Inc.
	  	 Nevada

		
	 Houston-Stafford Holdings II LLC
	  	 Delaware

		
	 Houston-Stafford Holdings LLC
	  	 Arizona

		
	 Houston-Stafford Management LLC
	  	 Arizona

		
	 ICS Holdings LLC
	  	 Arizona

		
	 IES Communications, Inc.
	  	 Delaware

		
	 IES Contractors Holdings LLC
	  	 Arizona

		
	 IES Contractors Management LLC
	  	 Arizona

		
	 IES ENC Management, Inc.
	  	 Delaware

		
	 IES ENC, Inc.
	  	 Delaware

		
	 IES Holdings II LLC
	  	 Delaware

		
	 IES Holdings LLC
	  	 Arizona

		
	 IES Operations Group, Inc.
	  	 Delaware

		
	 IES Properties Holding, Inc.
	  	 Delaware

		
	 IES Properties Holdings II LLC
	  	 Arizona

		
	 IES Properties Management, Inc.
	  	 Delaware

		
	 IES Properties, Inc.
	  	 Delaware

		
	 IES Residential Group, Inc.
	  	 Delaware

		
	 IES Specialty Lighting, Inc.
	  	 Delaware

		
	 Intelligent Buildings Solutions, Inc.
	  	 Delaware

		
	 J.W. Gray Holdings II LLC
	  	 Delaware

		
	 J.W. Gray Holdings LLC
	  	 Arizona

		
	 J.W. Gray Management LLC
	  	 Arizona

		
	 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

		
	 Pollock Electric, Inc.
	  	 Delaware

		
	 Pollock Summit Holdings I LLC
	  	 Delaware

		
	 Pollock Summit Holdings, Inc.
	  	 Arizona

		
	 Raines Electric Co., Inc.
	  	 Delaware

		
	 Raines Holdings II LLC
	  	 Delaware

		
	 Raines Holdings LLC
	  	 Arizona









			
	 Raines Management LLC
	  	 Arizona

		
	 Summit Electric of Texas, Inc.
	  	 Delaware

		
	 Tesla Power (Nevada) , Inc.
	  	 Nevada

		
	 Tesla Power (Nevada) II LLC
	  	 Delaware

		
	 Tesla Power GP, Inc.
	  	 Delaware

		
	 EMC Acquisition Corporation
	  	 Delaware

		
	 Ernest P. Breaux Electrical, Inc.
	  	 Delaware

		
	 IES Albuquerque, Inc.
	  	 New Mexico

		
	 IES Austin Holding LP
	  	 Texas

		
	 IES Austin Holdings II LLC
	  	 Delaware

		
	 IES Austin Holdings LLC
	  	 Arizona

		
	 IES Austin Management LLC
	  	 Arizona

		
	 IES Austin, Inc.
	  	 Delaware

		
	 IES Charlotte, Inc.
	  	 Delaware

		
	 IES College Station Holdings II, LLC
	  	 Delaware

		
	 IES College Station Holdings LLC
	  	 Arizona

		
	 IES College Station Holdings LP
	  	 Texas

		
	 IES College Station Management LLC
	  	 Arizona

		
	 IES College Station, Inc.
	  	 Delaware

		
	 IES Decatur, Inc.
	  	 Delaware

		
	 IES East McKeesport, Inc.
	  	 Delaware

		
	 IES Meridian, Inc.
	  	 Delaware

		
	 IES Oklahoma City, Inc.
	  	 Delaware

		
	 IES Raleigh, Inc.
	  	 Delaware

		
	 IES Valdosta Inc.
	  	 Georgia

		
	 IES Wilson, Inc.
	  	 Delaware

		
	 NBH Holding Co., Inc.
	  	 Delaware