SECOND AMENDED AND RESTATED SECURITY AGREEMENT

EXHIBIT 4.1(b)

SECOND AMENDED AND RESTATED SECURITY AGREEMENT

This Second Amended and Restated Security Agreement (the “Agreement”) is dated as of September 19, 2007, by and among the parties executing this Agreement under the heading “Debtors” on the signature pages hereto (such parties, along with any parties who execute and deliver to the Agent an agreement in the form attached hereto as Schedule G, being hereinafter referred to collectively as the “Debtors” and individually as a “Debtor”) and Xxxxxx X.X., a national banking association (“Xxxxxx”), with its mailing address at 000 Xxxx Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000, acting as collateral agent hereunder for the Secured Creditors hereinafter identified and defined (Xxxxxx acting as such collateral agent and any successor or successors to Xxxxxx acting in such capacity being hereinafter referred to as the “Agent”);

WITNESSETH THAT:

WHEREAS, EMCOR Group, Inc., a Delaware corporation (the “Company”) and certain of its subsidiaries, as Debtors, heretofore executed and delivered to the Agent that certain Amended and Restated Security Agreement dated as of October 14, 2005 (such Amended and Restated Security Agreement, as the same has been amended and supplemented, being hereinafter referred to as the “Prior Security Agreement”) pursuant to which certain Debtors granted the Agent a lien on and continuing security interest in certain personal property of such Debtors described therein as collateral security for, among other things, all indebtedness, obligations and liabilities of the Company, EMCOR Group (UK) plc, a United Kingdom public limited company (“EMCOR UK”), Xxxxxxxx Canada, Ltd., a Canadian corporation (“Xxxxxxxx”; and the Company, EMCOR UK, and Xxxxxxxx being hereinafter referred to collectively as the “Revolver Borrowers”) under that certain Amended and Restated Credit Agreement dated as of October 14, 2005, as amended from time to time (the “Credit Agreement”), by and among the Revolver Borrowers, Xxxxxx, individually and as agent (the “Revolver Agent”) and the lenders party thereto (Xxxxxx, in its individual capacity, and such other lenders which are now or which from time to time hereafter become party to the Credit Agreement being hereinafter referred to collectively as the “Revolver Lenders” and individually as a “Revolver Lender”) and all Hedging Liability (as hereinafter defined) of the Revolver Borrowers, and certain of their subsidiaries;

WHEREAS, the Company, Bank of Montreal, a Canadian chartered bank, acting through its Chicago Branch (“BMO”), as administrative agent (the “Term Loan Agent”), and the lenders party thereto have entered into a Term Loan Agreement dated as of September 19, 2007 (such Term Loan Agreement, as the same may be amended, modified or restated from time to time, being hereinafter referred to as the “Term Loan Agreement”), pursuant to which BMO and the other lenders from time to time party to the Term Loan Agreement (BMO, in its individual capacity, and such other lenders which are now or which from time to time hereafter become party to the Term Loan Agreement being hereinafter referred to collectively as the “Term Loan Lenders” and individually as a “Term Loan Lender”) have agreed, subject to certain terms and conditions, to extend a term loan and make certain other financial accommodations available to the Company (the Company, as the borrower under the Term Loan Agreement, together with the Revolver Borrowers, hereinafter referred to collectively, as the “Borrowers” and individually as a “Borrower”);

WHEREAS, the Revolver Agent, the Term Loan Agent, and the Agent have entered into an Intercreditor and Collateral Agency Agreement dated of even date herewith (the “Intercreditor Agreement”) pursuant to which the Revolver Agent, on behalf of the Revolver Lenders and the Term Loan Agent, on behalf of the Term Loan Lenders have appointed Xxxxxx, as collateral agent hereunder;

WHEREAS, as a condition precedent to (i) extending credit or otherwise making financial accommodations available to the Revolver Borrowers under the Credit Agreement, (ii) making the term loan available to the Company under the Term Loan Agreement, and (iii) entering into the Intercreditor Agreement, the Revolver Lenders and the Term Loan Lenders require, among other things, that each Debtor grant to the Agent for the benefit of the Revolver Lenders and the Term Loan Lenders a lien on and security interest in certain personal property of such Debtor pursuant to this Agreement, and, in connection therewith, that the Prior Security Agreement be amended and restated in its entirety to read as set forth in this Agreement;

WHEREAS, the Borrowers and the other Debtors may from time to time enter into one or more agreements with respect to interest rate exchange, swap, cap, collar, floor or other similar agreements and one or more foreign currency contracts, currency swap contracts or other similar agreements with one or more of the Revolver Lenders or the Term Loan Lenders, or their affiliates, for the purpose of hedging or otherwise protecting against interest rate and foreign currency exposure (the liability of the Borrowers and the other Debtors in respect of such interest rate and foreign currency hedging agreements being hereinafter referred to as “Hedging Liability”) (the Revolver Agent, the Term Loan Agent, the Revolver Lenders, the Term Loan Lenders, together with any affiliates of such lenders to whom any Hedging Liability is owed, being hereinafter referred to collectively as the “Secured Creditors” and individually as a “Secured Creditor”);

WHEREAS, the Company owns, directly or indirectly, all or substantially all of the equity interests in each Debtor (other than the Company), and the Borrowers provide each Debtor with financial, management, administrative, and technical support which enables such Debtor to conduct its business in an orderly and efficient manner in the ordinary course; and

WHEREAS, each Debtor will benefit, directly and indirectly, from credit and other financial accommodations extended by the relevant Secured Creditors to the Borrowers.

NOW, THEREFORE, for and in consideration of, among other things, the execution and delivery by the Term Loan Lenders of the Term Loan Agreement, the Revolver Agent, the Term Loan Agent and the Agent of the Intercreditor Agreement, and other good and valuable consideration, receipt whereof is hereby acknowledged, the parties hereto hereby agree as follows:

Section 1. Terms Defined in Credit Agreement. All capitalized terms used herein without definition shall have the same meanings herein as such terms have in the Credit Agreement or the Term Loan Agreement, as the context may require. The term “Debtor” and “Debtors” as used herein shall mean and include the Debtors collectively and also each individually, with all grants, representations, warranties and covenants of and by the Debtors, or any of them, herein contained to constitute joint and several grants, representations, warranties and covenants of and by the Debtors; provided, however, that unless the context in which the

- 2 -

same is used shall otherwise require, any grant, representation, warranty or covenant contained herein related to the Collateral shall be made by each Debtor only with respect to the Collateral owned by it or represented by such Debtor as owned by it.

Section 2. Grant of Security Interest in the Collateral; Obligations Secured.

(a) Each Debtor hereby grants to the Agent for the benefit of the Secured Creditors a lien on and security interest in, and right of set-off against, and acknowledges and agrees that the Agent has and shall continue to have for the benefit of the Secured Creditors a continuing lien on and security interest in, and right of set-off against, all right, title and interest of such Debtor, whether now owned or existing or hereafter created, acquired or arising, in and to all personal property and fixtures of such Debtor, including all of the following:


	(a) Accounts (including Health-Care-Insurance Receivables, if any);

	(b) Chattel Paper;

	(c) Instruments (including Promissory Notes);

	(d) Documents;

	(e) General Intangibles (including Payment Intangibles and Software);

	(f) Letter-of-Credit Rights;

	(g) Supporting Obligations;

	(h) Deposit Accounts;

	(i) Investment Property (including certificated and uncertificated Securities, Securities Accounts, Security Entitlements, Commodity Accounts, and Commodity Contracts);

	(j) Inventory;

	(k) Equipment (including all software, whether or not the same constitutes embedded software, used in the operation thereof);

	(l) Fixtures;

	(m) Commercial Tort Claims (as described on Schedule E attached hereto or on one or more supplements to this Agreement);

	(n) all rights to merchandise and other Goods (including rights to returned or repossessed Goods and rights of stoppage in transit) which is represented by, arises from, or relates to any of the foregoing;

- 3 -


	(o) all personal property and interests in personal property of such Debtor of any kind or description now held by the Agent or at any time hereafter transferred or delivered to, or coming into the possession, custody, or control of, the Agent, or any agent or affiliate of the Agent, whether expressly as collateral security or for any other purpose (whether for safekeeping, custody, collection or otherwise), and all dividends and distributions on or other rights in connection with any such property;

	(p) all supporting evidence and documents relating to any of the above-described property, including, without limitation, computer programs, disks, tapes and related electronic data processing media, and all rights of such Debtor to retrieve the same from third parties, written applications, credit information, account cards, payment records, correspondence, delivery and installation certificates, invoice copies, delivery receipts, notes, and other evidences of indebtedness, insurance certificates and the like, together with all books of account, ledgers, and cabinets in which the same are reflected or maintained;

	(q) all Accessions and additions to, and substitutions and replacements of, any and all of the foregoing; and

	(r) all Proceeds and products of the foregoing, and all insurance of the foregoing and proceeds thereof;

(all of the foregoing being herein referred to as the “Collateral”); provided, however, that: (i) no lien is granted on any asset subject to a lien permitted by clause (e), (i), (j), (k) or (l) (as to liens on fixed assets only) or (m) or (n) (insofar as (n) relates to the extension, renewal or replacement of a lien permitted by subsections of Section 7.11 of the Credit Agreement identified in this clause) or (o) of the Credit Agreement, (ii) no lien is granted on the capital stock of any Unrestricted Subsidiary or on the capital stock or assets of any Designated Foreign Restricted Subsidiary; (iii) no lien is granted on real property unless and until the Required Lenders so require; (iv) no lien is granted on any contract, license, permit or franchise that validly prohibits the creation, attachment, or perfection of a security interest in favor of the Agent in such contract, license, permit or franchise (or in any rights or property obtained by such Debtor under such contract, license, permit or franchise); (v) no lien is granted on any rights or property to the extent that any valid and enforceable law or regulation applicable to such rights or property prohibits the creation of a security interest therein; (vi) no lien is granted on any rights or property to the extent that such rights or property secure purchase money financing therefor permitted by the Credit Agreement, Term Loan Agreement, and the agreements providing such purchase money financing prohibit the creation of a further security interest therein; (vii) liens granted may be subject and subordinate to liens permitted by clauses (a), (b), (c), (e), (f), (g), (h), (j), (k), (n), (o), (p) and (q) of Sections 7.11 of the Credit Agreement and Term Loan Agreement; (viii) liens need not be perfected on notes receivable having a fair value of less than $1,000,000 in any instance and $5,000,000 in the aggregate or on bonds or notes of the City of New York pledged to the City of New York in lieu of retainage; and (ix) liens need not be perfected by possession or control (but may be perfected by the filing of a financing statement) on equity securities (other than capital stock of Restricted Subsidiaries required to be pledged by the other provisions of the Credit Agreement and Term Loan Agreement) having a fair value of less than $1,000,000 in any instance and $5,000,000 in the aggregate; but, provided further, that (A) notwithstanding anything set forth above to the contrary, to the extent not prohibited by law,

- 4 -

the Agent has and shall at all times have a security interest in all rights to payments of money due or to become due under any such contract, contract right, or similar general intangible and all other proceeds thereof and (B) if and when the prohibition which prevents the granting of a security interest in any such Property is removed, terminated or otherwise becomes unenforceable as a matter of law, the Agent will be deemed to have, and at all times to have had, a security interest in such Property and the Collateral will be deemed to include, and at all times to have included, such Property. All terms which are used herein which are defined in the Uniform Commercial Code of the State of Illinois as in effect from time to time (“UCC”) shall have the same meanings herein as such terms are defined in the UCC, unless this Agreement shall otherwise specifically provide. For purposes of this Agreement, the term “Receivables” means all rights to the payment of a monetary obligation, whether or not earned by performance, and whether evidenced by an Account, Chattel Paper, Instrument, General Intangible or otherwise.

(b) This Agreement is made and given to secure, and shall secure, the payment and performance of: (i) each of (A) any and all indebtedness, obligations and liabilities of the Borrowers to the Secured Creditors, or any of them individually, evidenced by or otherwise arising out of or relating to the Credit Agreement, the Term Loan Agreement or any promissory note of any Borrower heretofore or hereafter issued under the Credit Agreement or the Term Loan Agreement; (B) any and all obligations of the Revolver Borrowers, or any of them individually, to reimburse the Revolver Agent or any Revolver Lender with respect to any letter of credit or banker’s acceptance issued to or for the account of the Revolver Borrowers, or any of them individually, under the Credit Agreement; (C) any and all obligations of the Borrowers, or any of them individually, to the Secured Creditors, or any of them individually, with respect to Hedging Liability; and (D) any and all liabilities of the Borrowers or the Debtors, or any of them individually, arising out of any guaranty issued by the Borrowers or the Debtors, or any of them individually, relating to the foregoing or any part thereof, as well as for any and all other indebtedness, obligations and liabilities of the Borrowers and the Debtors, or any of them individually, to the Agent or the Secured Creditors, or any of them individually, evidenced by or otherwise arising out of or relating to this Agreement, the Guaranties or any other Loan Document; in each case, whether now existing or hereafter arising (and whether arising before or after the filing of a petition in bankruptcy), due or to become due, direct or indirect, absolute or contingent, and howsoever evidenced, held or acquired, and owing in any currency; and (ii) any and all expenses and charges, legal or otherwise, suffered or incurred by the Agent or the Secured Creditors, or any of them individually, in collecting or enforcing any of such indebtedness, obligations or liabilities or in realizing on or protecting or preserving any security therefor, including, without limitation, the lien and security interest granted to the Agent in the Collateral hereby (all of the foregoing being hereinafter referred to as the “Obligations”). Notwithstanding anything in this Agreement to the contrary, the right of recovery against any Debtor under this Agreement shall not exceed $1 less than the lowest amount which would render such Debtor’s obligations under this Agreement void or voidable under applicable law, including fraudulent conveyance law.

Section 3. Covenants, Agreements, Representations and Warranties. Each Debtor hereby covenants and agrees with, and represents and warrants to, the Agent and each Secured Creditor that:

- 5 -


	(a) Each Debtor is a duly organized and validly existing in good standing under the laws of the state of its organization. No Debtor shall change its state of organization without the Agent’s prior written consent (which consent shall not be unreasonably withheld or delayed). Each Debtor’s chief executive office and principal place of business is at the location listed opposite such Debtor’s name under column 2 on Schedule A attached hereto; and such Debtor has no other executive offices or places of business (other than operating job sites in the ordinary course of such Debtor’s business) other than those listed opposite such Debtor’s name under column 3 on Schedule A attached hereto. Each Debtor’s organizational identification number is set forth under its name in column 1 on Schedule A attached hereto. The Collateral owned or leased by each Debtor is and shall remain in such Debtor’s possession or control at the locations listed opposite such Debtor’s name under column 4 on Schedule A attached hereto opposite such Debtors’s name or is or shall be located at such Debtor’s then operating job sites in the ordinary course of its business or is or shall be in transit to or between any of the foregoing locations (collectively, the “Permitted Collateral Locations”) other than temporarily in the ordinary course of business. If for any reason any Collateral is at any time kept or located at a location other than a Permitted Collateral Location, the Agent shall nevertheless have and retain a lien on and security interest in such Collateral. No Debtor shall move its chief executive office or maintain a place of business at a location other than those specified under columns 2 and/or 3 on Schedule A attached hereto other than temporarily in the ordinary course of business or permit any Collateral in excess of $1,000,000 to be located at a location other than a Permitted Collateral Location other than temporarily in the ordinary course of business or a job site, in each case without first providing the Agent 30 days prior written notice of such Debtor’s intent to do so; provided, however, that each Debtor shall at all times maintain its chief executive office and places of business in the United States of America and, with respect to any new chief executive office or place of business or location of Collateral, such Debtor shall have taken all action reasonably requested by the Agent or any Secured Creditor to maintain the lien and security interest of the Agent in the Collateral at all times fully perfected and in full force and effect. The execution and delivery of this Agreement, and the observance and performance of each of the matters and things herein set forth, will not (i) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon any Debtor or any provision of any Debtor’s organizational documents (e.g.certificate of incorporation, articles of incorporation, by-laws, certificate of formation, limited liability company operating agreement or partnership agreement, as applicable) or any covenant, indenture or agreement of or affecting any Debtor or any of its property or (ii) result in the creation or imposition of any lien or encumbrance on any property of any Debtor except for the lien and security interest granted to the Agent in the Collateral hereunder. Each Debtor’s organizational registration number (if any) is set forth on Schedule A attached hereto.

	(b) The Collateral and every part thereof is and shall be free and clear of all security interests, liens (including, without limitation, mechanics’, laborers’ and statutory liens), attachments, levies and encumbrances of every kind, nature and description and whether voluntary or involuntary, except for the lien and security interest of the Agent therein and other liens permitted by the Credit Agreement or the Term Loan Agreement (herein, the “Permitted Encumbrances”).

- 6 -


	(c) Subject to Sections 4(a), 6(c) and 7(a) hereof, no Debtor shall without the Agent’s prior written consent, sell, assign, mortgage, lease or otherwise dispose of the Collateral or any interest therein, except that (i) until an Event of Default has occurred and is continuing and thereafter until notified by the Agent that it intends to foreclose or otherwise realize upon such Collateral, each Debtor may use and lease its Collateral to the extent not prohibited by the terms of the Credit Agreement or the Term Loan Agreement (including, without limitation, Section 7.14 of each such agreement), and (ii) until an Event of Default has occurred and is continuing, the Debtor may sell or otherwise dispose of Collateral to the extent not prohibited by the terms of the Credit Agreement or the Term Loan Agreement (including, without limitation, Sections 7.14 and 7.15 of each such agreement), and may grant liens on Collateral to the extent permitted by Sections 4.1 and/or 7.11 of the Credit Agreement and the Term Loan Agreement, provided that a sale, lease or other disposition in the ordinary course of business shall not under any circumstance include a transfer, sale or lease in satisfaction, partial or complete, of a debt owing by such Debtor unless the debt so satisfied is secured with a lien on or ownership right in the goods in question which is prior to the security interest of the Agent therein and is a Permitted Encumbrance under the Credit Agreement and the Term Loan Agreement.

	(d) Each Debtor shall at all times insure the Collateral consisting of tangible personal property against such risks and hazards as other persons or entities similarly situated insure against, and including in any event loss or damage by fire, theft, burglary, pilferage, loss in transit and such other hazards as the Agent may reasonably specify, in amounts and under policies containing loss payable clauses to the Agent as its interest may appear (and, if the Agent requests, naming the Agent and the Secured Creditors as additional insureds therein) and by insurers reasonably acceptable to the Agent, it being agreed that the foregoing shall not preclude any Debtor from directly or indirectly self insuring risks as and to the extent prudent and customary for companies similarly situated and then to the extent permitted by the Credit Agreement and the Term Loan Agreement. All premiums on such insurance shall be paid by the Debtors and, upon the Agent’s request, the policies of such insurance (or certificates therefor) shall be delivered by the Debtors to the Agent. All insurance required hereby shall provide that any loss shall be payable notwithstanding any act or negligence of the relevant Debtor, shall provide that no cancellation thereof shall be effective until at least 30 days after receipt by the relevant Debtor and the Agent of written notice thereof, and shall be reasonably satisfactory to the Agent in all other respects. Each Debtor may retain any proceeds of such insurance arising out of the loss, damage or destruction of the Collateral owned or leased by such Debtor so long as no Event of Default shall have occurred and be continuing or shall arise and be continuing after giving effect to such loss, damage or destruction. After the occurrence and during the continuance of any Event of Default, each Debtor will immediately pay over such proceeds of insurance to the Agent which shall thereafter be applied to the reduction of the Obligations (whether or not then due) or held as collateral security therefore, as the Agent may then determine and as otherwise provided for in the Intercreditor Agreement. All insurance proceeds shall be subject to the lien and security interest of the Agent in the Collateral. Each Debtor hereby authorizes the Agent, at the Agent’s option, to adjust, compromise and settle any losses under any insurance afforded at any time after the occurrence and during the continuance of any Event of Default, and such Debtor does hereby irrevocably constitute the Agent, its officers, agents and

- 7 -


	attorneys, in such case as such Debtor’s attorneys-in-fact, with full power and authority to effect such adjustment, compromise and/or settlement and to endorse any drafts drawn by an insurer of the Collateral or any part thereof and to do everything necessary to carry out such purposes and to receive and receipt for any unearned premiums due under policies of such insurance.

	(e) Each Debtor shall, at all reasonable times upon reasonable prior notice, allow the Agent, any Secured Creditor, and their respective representatives free access to and right of inspection of the Collateral during such Debtor’s normal business hours. Upon the occurrence and during the continuance of any Event of Default, the Agent shall have the right to verify all or any part of the Collateral in any manner, and through any medium, which the Agent considers appropriate, and each Debtor agrees to furnish all assistance and information, and perform any acts, which the Agent may reasonably require in connection therewith.

	(f) Each Debtor’s legal name and state of organization is correctly set forth in Schedule A attached hereto. No Debtor has transacted business at any time during the immediately preceding five-year period, and does not currently transact business, under any other legal names or trade names other than the prior legal names and trade names (if any) set forth on Schedule B attached hereto. No Debtor shall change its legal name or transact business under any other trade name without first giving 30 days’ prior written notice of its intent to do so to the Agent.

	(g) Schedule C attached hereto contains a true, complete, and current listing of all copyrights, copyright applications, trademarks, trademark rights, tradenames, patents, patent rights and licenses, patent applications and other intellectual property rights that are owned by the Debtors and are registered with any governmental authority. The relevant Debtor shall promptly notify the Agent in writing of any such additional intellectual property rights acquired or arising after the date hereof, and shall submit to the Agent a supplement to Schedule C attached hereto to reflect such additional rights (provided such Debtor’s failure to do so shall not impair the Agent’s security interest therein). The Debtors own or possess rights to use all franchises, licenses, copyrights, copyright applications, patents, patent rights and licenses, patent applications, trademarks, trademark rights, trade names, trade name rights, copyrights and rights with respect to the foregoing which are required to conduct their business. No event has occurred which permits, or after notice or lapse of time or both would permit, the revocation or termination of any such rights, and no Debtor is liable to any person for infringement under applicable law with respect to any such rights as a result of its business operations.

	(h) Schedule E attached hereto contains a true, complete and current listing of all Commercial Tort Claims held or maintained by the Debtors as of the date hereof for an amount equal to or greater than $1,000,000, each described by reference to the specific incident giving rise to the applicable claim. Each Debtor agrees to execute and deliver to the Agent a supplement to this Agreement in the form attached hereto as Schedule F, or in such other form reasonably acceptable to the Agent, promptly upon becoming aware of any other Commercial Tort Claim in an amount equal to or greater than $1,000,000 held or maintained by any Debtor arising after the date hereof.

- 8 -


	(i) Each Debtor agrees to execute and deliver to the Agent such further agreements, assignments, instruments and documents, and to do all such other things, as the Agent may reasonably deem necessary or appropriate to assure the lien and security interest of the Agent in the Collateral granted hereby, including, without limitation, (i) the execution and delivery of such financing statements and amendments thereof and supplements thereto or other instruments and documents as the Agent may from time to time reasonably require to comply with the UCC and any other applicable law, (ii) the execution and delivery of such patent, trademark and copyright assignment agreements as the Agent may from time to time reasonably require to comply with the filing requirements of the United States Patent and Trademark Office and the United States Copyright Office, and (iii) the execution and delivery of and the use of commercially reasonable efforts to cause the relevant depository institutions, financial intermediaries and letter of credit issuers to execute and deliver such control agreements with respect to all Deposit Accounts, Securities Accounts, Letter-of-Credit Rights and electronic Chattel Paper as the Agent may from time to time reasonably require in accordance with the terms hereof. Each Debtor hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Agent without notice thereof to such Debtor wherever the Agent in its sole discretion desires to file the same. Each Debtor hereby authorizes the Agent to file any and all financing statements covering the Collateral or any part thereof as the Agent may require, including financing statements describing the Collateral as “all assets” or “all personal property” or words of like meaning. The Agent may order lien searches from time to time against any Debtor and the Collateral, and the Debtors shall promptly reimburse the Agent for all reasonable costs and expenses incurred in connection with such lien searches; provided, however, that prior to the occurrence of any Event of Default the Debtors shall not have any obligation to reimburse the Agent for the reasonable costs and expenses of more than one lien search during any calendar year. In the event for any reason the law of any jurisdiction other than Illinois becomes or is applicable to the Collateral or any part thereof, or to any of the Obligations, each Debtor agrees to execute and deliver all such instruments and documents and to do all such other things as the Agent reasonably deems necessary or appropriate to preserve, protect and enforce the security interest of the Agent under the law of such other jurisdiction.

	(j) Upon the occurrence and during the continuance of any Event of Default, on failure of any Debtor to perform any of its covenants and agreements herein contained, the Agent may at its option perform the same and in so doing may expend such sums as the Agent may reasonably deem advisable in the performance thereof, including, without limitation, (i) payment of any insurance premiums, (ii) payment of any taxes, liens and encumbrances, (iii) expenditures made in defending against any adverse claims and (iv) all other expenditures which the Agent may be compelled to make by operation of law or which the Agent may make by agreement or otherwise for the protection of the Collateral. All such sums and amounts so expended shall be repayable by such Debtor immediately without notice or demand, shall constitute additional Obligations secured hereunder, and shall bear interest from the date said amounts are expended at the rate per annum (computed on the basis of a 360-day year for the actual number of days elapsed) equal to the sum of 2% plus the Domestic Rate as from time to time in effect (with any change in such rate per annum as so determined by reason of a change in such Domestic Rate to be effective on the date of such change in said Domestic

- 9 -

Rate) (such rate per annum as so determined being hereinafter referred to as the “Reimbursement Rate”). No such performance of any covenant or agreement by the Agent on behalf of any Debtor, and no such advancement or expenditure therefor, shall relieve any Debtor of any default under the terms of this Agreement or in any way obligate the Agent or any Secured Creditor to take any further or future action with respect thereto. The Agent is hereby authorized to charge any depository or other account of any Debtor maintained with the Agent for the amount of such sums and amounts so expended.

Section 4. Special Provisions Re: Receivables.

(a) So long as no Event of Default shall have occurred and be continuing, any merchandise or other goods which are returned by a customer or account debtor to any Debtor or are otherwise recovered by such Debtor, may be resold by such Debtor in the ordinary course of its business in accordance with Section 3(c) hereof; and after the occurrence and during the continuance of any Event of Default, at the request of the Agent, such merchandise and other goods shall be set aside and held by such Debtor as trustee for the Agent and the Secured Creditors and shall remain part of the Collateral. So long as no Event of Default shall have occurred and be continuing, each Debtor may settle and adjust disputes and claims with its customers and account debtors, handle returns and recoveries and grant discounts, credits and allowances, in each case in the ordinary course of its business and otherwise for amounts and on terms which such Debtor considers advisable. However, after the occurrence and during the continuance of any Event of Default, at the request of the Agent, each Debtor shall notify the Agent promptly of all returns and recoveries and shall deliver the merchandise or other returned goods to the Agent. After the occurrence and during the continuance of any Event of Default, at the request of the Agent each Debtor shall also notify the Agent promptly of all disputes and claims and settle or adjust them at no expense to the Agent or the Secured Creditors, but no discount, credit or allowance other than on normal trade terms in the ordinary course of business shall be granted to any customer or account debtor and no returns of merchandise or other goods shall be accepted by any Debtor without the Agent’s consent. The Agent may, at all times after the occurrence and during the continuance of any Event of Default, settle or adjust disputes and claims directly with customers or account debtors for amounts and upon terms which the Agent considers advisable.

(b) If any Receivable arises out of a contract with the United States of America or any of its departments, agencies or instrumentalities, upon the Agent’s request after the occurrence and during the continuance of an Event of Default, each Debtor agrees to so notify the Agent and execute whatever instruments and documents are reasonably required by the Agent in order that such Receivable shall be assigned to the Agent and that proper notice of such assignment shall be given under the federal Assignment of Claims Act (or any successor statute).

Section 5. Special Provisions Re: Pledged Notes.

(a) To the extent any Pledged Note or other item of Collateral is evidenced by an Instrument or Chattel Paper, the applicable Debtor shall cause such Instrument or Chattel Paper to be pledged and delivered to the Agent; provided, however, that, unless (i) an Event of Default shall have occurred and be continuing and (ii) the Agent or the Required Lenders shall have otherwise required, a Debtor shall not be required to deliver any such Instrument or Chattel

- 10 -

Paper if and only so long as (A) the fair market value of any such Instrument or Chattel Paper held by such Debtor is less than $1,000,000 and (B) the aggregate fair market value of all such Instruments or Chattel Paper held by the Borrowers, the Debtors and the other Guarantors and not delivered to the Agent under the Collateral Documents is less than $5,000,000 at any one time outstanding.

(b) To the extent required to be delivered under Section 5(a) above, the relevant Debtor shall endorse all Instruments and Chattel Paper evidencing a Pledged Note or other item of Collateral in blank and deliver the same to the Agent in a form sufficient to transfer title thereto and shall also duly execute and deliver such other Instruments and Chattel Paper of transfer or assignment as to any other Collateral granted pursuant hereto, all in form and substance reasonably satisfactory to the Agent. To the extent required to be delivered under Section 5(a) above, the relevant Debtor shall deliver to the Agent true and correct copies of all Instruments and Chattel Paper and documents securing each instrument evidencing a Pledged Note or other item of Collateral or setting forth terms and conditions applicable thereto (collectively the “Note Documents”). After the occurrence and during the continuance of an Event of Default, upon request by the Agent, all tangible Chattel Paper and Instruments shall, unless delivered to the Agent or its agent, contain a legend reasonably acceptable to the Agent indicating that such Chattel Paper or Instrument is subject to the security interest of the Agent contemplated by this Agreement; provided, however, that unless the Agent or the Required Lenders shall have required otherwise, a Debtor shall not be required to so legend any such Instrument or Chattel Paper if and only so long as (i) the fair market value of any such Instrument or Chattel Paper held by such Debtor is less than $1,000,000 and (ii) the aggregate fair market value of all such Instruments or Chattel Paper held by the Borrowers, the Debtors and the other Guarantors and not delivered to the Agent under the Collateral Documents is less than $5,000,000 at any one time outstanding.

(c) After the occurrence and during the continuance of any Event of Default, no Debtor shall, without the prior written consent of the Agent, release any collateral or guarantors for the Pledged Notes or the Note Documents or amend, modify, waive or otherwise take any action which would materially impair the value or collectability of all or any part thereof. At the request of the Agent, each Debtor further agrees to promptly deliver to the Agent copies of all statements, reports and other information and data submitted by any obligor of a Pledged Note to such Debtor.

(d) Each Debtor hereby authorizes and directs each obligor of a Pledged Note, upon receipt of notice from the Agent that an Event of Default has occurred and is continuing, to make all distributions and payments now due or hereafter to become due to such Debtor in respect of the Pledged Notes or the Note Documents directly to the Agent, and such Debtor agrees that such payments or distributions to the Agent as aforesaid shall be a good receipt and acquittance to such Debtor to the extent so made.

- 11 -

Section 6. Special Provisions Re: Investment Property and Deposits.

(a) Unless and until an Event of Default has occurred and is continuing and thereafter until notified to the contrary by the Agent pursuant to Section 10(e) hereof:


	(i) each Debtor shall be entitled to exercise all voting and/or consensual powers pertaining to the Investment Property or any part thereof owned or held by it, for all purposes not inconsistent with the terms of this Agreement, the Credit Agreement, the Term Loan Agreement or any other document evidencing or otherwise relating to any Obligations; and

	(ii) each Debtor shall be entitled to receive and retain all cash dividends paid upon or in respect of the Investment Property owned or held by it.

(b) Except for equity interests in direct or indirect Subsidiaries, all Investment Property of each Debtor (including all securities, certificated or uncertificated, securities accounts, and commodity accounts but excluding any split-dollar insurance policies) having a fair market value of $1,000,000 or more maintained by such Debtor on the date hereof is listed and identified on Schedule D attached hereto. Each Debtor shall promptly notify the Agent of any other such Investment Property acquired or maintained by such Debtor after the date hereof, and shall submit to the Agent a supplement to Schedule D attached hereto to reflect such additional Investment Property (provided such Debtor’s failure to do so shall not impair the Agent’s security interest therein). Certificates for all certificated securities now or at any time constituting such Investment Property hereunder shall be promptly delivered by the relevant Debtor to the Agent duly endorsed in blank for transfer or accompanied by an appropriate assignment or assignments or an appropriate undated stock power or powers, in every case sufficient to transfer title thereto, and, with respect to any such uncertificated securities or any such Investment Property held by a securities issuer or intermediary, commodity issuer or intermediary, or other issuer or financial intermediary of any kind, the relevant Debtor shall execute and deliver, and shall cause any such issuer or intermediary to execute and deliver, an agreement among such Debtor, the Agent and such issuer or intermediary in form and substance satisfactory to the Agent which provides, among other things, for the issuer’s or intermediary’s agreement that it will comply with such entitlement orders, and apply any value distributed on account of any such Investment Property, as directed by the Agent without further consent by such Debtor at any time after the occurrence and during the continuance of any Event of Default; provided, however, that, unless (i) an Event of Default shall have occurred and be continuing and (ii) the Agent or the Required Lenders shall have otherwise required, a Debtor shall not be required to deliver any such certificates or cause any such agreement to be entered into with the relevant issuer or financial intermediary with respect to (A) Investment Property having a final maturity date not in excess of 90 days from the date the relevant Debtor obtains such Investment Property or (B) other Investment Property if and so long as (x) the fair market value of any such other Investment Property held by such Debtor is less than $1,000,000 and (y) the aggregate fair market value of all such other Investment Property held by the Borrowers, the Debtors and the other Guarantors and not subject to the control (as such term is defined in the UCC) of the Agent under the Collateral Documents is less than $5,000,000 at any one time outstanding. The Agent may at any time after the occurrence and during the continuance of an Event of Default cause to be transferred into its name or the name of its nominee or nominees any and all of the Investment Property hereunder.

- 12 -

(c) Unless and until an Event of Default has occurred and is continuing, each Debtor may sell or otherwise dispose of any Investment Property to the extent permitted by the Credit Agreement and the Term Loan Agreement. During the existence of any Event of Default, no Debtor shall sell or otherwise dispose of all or any part of the Investment Property without the prior written consent of the Agent.

(d) Each Debtor represents that on the date of this Agreement, to the best of its knowledge, none of the Investment Property consists of margin stock (as such term is defined in Regulation U of the Board of Governors of the Federal Reserve System) except to the extent such Debtor has delivered to the Agent a duly executed and completed Form U-1 with respect to such margin stock. If at any time the Investment Property or any part thereof consists of margin stock and the relevant Debtor has knowledge of the same, such Debtor shall promptly so notify the Agent and deliver to the Agent a duly executed and completed Form U-1 and such other instruments and documents as (i) are necessary to satisfy the applicable requirements of Regulations T, U and X of the Board of Governors of the Federal Reserve System with respect to such margin stock and (ii) are reasonably requested by the Agent in form and substance reasonably satisfactory to the Agent.

(e) Notwithstanding anything to the contrary contained herein, in the event any Investment Property is subject to the terms of a separate security agreement (including, without limitation, the Pledge Agreement bearing even date herewith relating to the stock of certain of the Debtors hereunder) in favor of the Agent, the terms of such separate security agreement shall govern and control unless otherwise agreed to in writing by the Agent and the Secured Creditors.

(f) With respect to any Deposit Account maintained by a depository institution other than the Agent or any Secured Creditor, upon the Agent’s request, the relevant Debtor, the depository institution and the Agent shall, to the extent requested by the Agent, execute and deliver an account control agreement in form and substance satisfactory to the Agent which provides, among other things, for the depository institution’s agreement that it will comply with instructions originated by the Agent directing the disposition of the funds in the Deposit Account without further consent by such Debtor.

Section 7. Collection of Receivables and Pledged Notes.

(a) Except as otherwise provided in this Agreement, each Debtor shall make collection of all Receivables and Pledged Notes and may use the same to carry on its business in accordance with sound business practice and otherwise subject to the terms hereof.

(b) If any Event of Default has occurred and is continuing, in the event the Agent requests a Debtor to do so: (i) all Instruments and Chattel Paper at any time constituting part of the Collateral (including any postdated checks) shall, upon receipt by the relevant Debtor, be immediately endorsed to and deposited with Agent; and/or (ii) such Debtor shall instruct all customers and account debtors and any other obligor of any of the Collateral to remit all payments in respect of the Collateral to a lockbox or lockboxes under the sole custody and control of Agent and which are maintained at post offices selected by the Agent.

(c) If any Event of Default has occurred and is continuing, the Agent or its designee may notify each Debtor’s customers or account debtors or any other obligor at any time that the Collateral has been assigned to the Agent or that the Agent has a security interest therein, and

- 13 -

either in its own name, or such Debtor’s name, or both, demand, collect (including, without limitation, through a lockbox analogous to that described in Section 7(b)(ii) hereof), receive, receipt for, xxx for, compound and give acquittance for any or all amounts due or to become due on the Collateral, and in the Agent’s discretion file any claim or take any other action or proceeding which the Agent may deem reasonably necessary or appropriate to protect and realize upon the security interest of the Agent in the Collateral or any part thereof.

(d) Any proceeds of Collateral transmitted to or otherwise received by the Agent pursuant to any of the provisions of Sections 7(b) or 7(c) hereof may be handled and administered by the Agent in and through a remittance account or accounts maintained at the Agent or by the Agent at a commercial bank or banks selected by the Agent (each a “Depositary Bank”), and each Debtor acknowledges that the maintenance of such remittance accounts by the Agent is solely for the Agent’s convenience. The Agent need not apply or give credit for any item included in proceeds of Receivables, Pledged Notes or other Collateral until the relevant Depositary Bank has received final payment therefor at its office in cash or final solvent credits current at the site of deposit acceptable to the Agent and the relevant Depositary Bank as such. However, if the Agent does permit credit to be given for any item prior to a Depositary Bank receiving final payment therefor and such Depositary Bank fails to receive such final payment or an item is charged back to the Agent or any Depositary Bank for any reason, the Agent may at its election in either instance charge the amount of such item back against any such remittance account or any depository account of a Debtor maintained with the Agent. Each Debtor hereby indemnifies the Agent and the Secured Creditors from and against all liabilities, damages, losses, actions, claims, judgments, costs, expenses, charges and attorneys’ fees suffered or incurred by the Agent or any Secured Creditor because of the maintenance of the foregoing arrangements; provided, however, that no Debtor shall be required to indemnify the Agent or any Secured Creditor for any of the foregoing to the extent they arise from the negligence or willful misconduct of the person seeking to be indemnified. The Agent and the Secured Creditors shall have no liability or responsibility to any Debtor for the Agent or any other Depositary Bank accepting any check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement whatsoever or be responsible for determining the correctness of any remittance.

Section 8. Special Provisions Re: Inventory and Equipment.

(a) Each Debtor shall at its own cost and expense maintain, keep and preserve all material portions of the Inventory in good and merchantable condition and keep and preserve all material portions of the Equipment in good repair, working order and condition, ordinary wear and tear excepted, and, without limiting the foregoing, will from time to time make all necessary and proper repairs, replacements and additions to the Equipment so that the overall efficiency of the Equipment taken as a whole shall be fully preserved and maintained.

(b) Each Debtor warrants and agrees that no Inventory is or will be consigned to any other person or entity without the Agent’s prior written consent.

(c) At the Agent’s request, each Debtor shall at its own cost and expense cause the lien of the Agent in and to any portion of the Collateral subject to a certificate of title law to be duly noted on such certificate of title or to be otherwise filed in such manner as is prescribed by law in

- 14 -

order to perfect such lien and will cause all such certificates of title and evidences of lien to be deposited with the Agent.

(d) In the event the Equipment, or any part thereof, is or may be attached to real estate in such a manner that the same may become a fixture, at the Agent’s request after the occurrence and during the continuance of an Event of Default, the relevant Debtor shall take all action reasonably requested by the Agent to maintain the lien and security interest of the Agent in such Collateral at all times fully perfected and in full force and effect, including, without limitation, such fixture financing statements as the Agent may require and, in the event any other person has any right, title or interest in, or lien upon, any such real estate, such Debtor shall use commercially reasonable efforts to cause such person to enter an agreement (i) pursuant to which such person disclaims any right, title and interest in, or lien on, such Equipment, (ii) which allows for the removal of such Equipment by the Agent and (iii) which is otherwise in form and substance reasonably satisfactory to the Agent.

(e) If any of the Inventory is at any time evidenced by a negotiable document of title, at the Agent’s request after the occurrence and during the continuance of an Event of Default, such document shall be promptly delivered by the relevant Debtor to the Agent.

Section 9. Power of Attorney. In addition to any other powers of attorney contained herein, each Debtor hereby appoints the Agent, its nominee, or any other person whom the Agent may designate as such Debtor’s attorney-in-fact, with full power after the occurrence and during the continuance of any Event of Default: (i) to sign such Debtor’s name on verifications of Receivables and other Collateral; (ii) to send requests for verification of Collateral to such Debtor’s customers, account debtors and other obligors; (iii) to endorse such Debtor’s name on any checks, notes, acceptances, money orders, drafts and any other forms of payment or security that may come into the Agent’s possession; (iv) to endorse the Collateral in blank or to the order of the Agent or its nominee; (v) to sign such Debtor’s name on any invoice or xxxx of lading relating to any Collateral, on claims to enforce collection of any Collateral, on notices to and drafts against customers and account debtors and other obligors, on schedules and assignments of Collateral, on notices of assignment and on public records; (vi) to notify the post office authorities to change the address for delivery of such Debtor’s mail to an address designated by the Agent; (vii) to receive and open all mail addressed to such Debtor; and (viii) to do all things necessary to carry out this Agreement. Each Debtor hereby ratifies and approves all acts of any such attorney and agrees that neither the Agent nor any such attorney will be liable for any acts or omissions nor for any error of judgment or mistake of fact or law other than such person’s gross negligence or willful misconduct. The Agent may file one or more financing statements disclosing its security interest in any or all of the Collateral without any Debtor’s signature appearing thereon. Each Debtor also hereby grants the Agent a power of attorney to execute any such financing statements, or amendments and supplements to financing statements, on behalf of such Debtor without prior notice thereof to any Debtor. The foregoing powers of attorney, being coupled with an interest, are irrevocable until the Obligations have been fully paid and satisfied and the commitments of the Secured Creditors to extend credit to or for the account of the Borrowers have expired or otherwise been terminated; provided, however, that the Agent agrees not to exercise the powers of attorney set forth in this Section unless an Event of Default has occurred and is continuing.

- 15 -

Section 10. Defaults and Remedies.

(a) The occurrence of any one or more of the following events shall constitute an “Event of Default” hereunder:


	(i) any default in the payment when due (whether by lapse of time, acceleration or otherwise) of the Obligations or any part thereof after giving effect to any applicable notice or grace period; or

	(ii) any representation or warranty made by a Debtor herein, or in any statement or certificate furnished by it pursuant hereto, shall be false in any material respect as of the date of the issuance or making thereof; or

	(iii) any default in the observance or performance of any covenant set forth or otherwise referred to in Section 3(c) hereof or of any provision hereof requiring the maintenance of insurance on the Collateral or dealing with the use or remittance of proceeds of Collateral; or

	(iv) any default in the observance or performance of any other provision hereof which is not remedied within 30 days from the date any Debtor has knowledge of the default; or

	(v) any event occurs or conditions exists which is specified as an “Event of Default” under the Credit Agreement or the Term Loan Agreement.

(b) During the existence of any Event of Default, the Agent shall have, in addition to all other rights provided herein or by law, the rights and remedies of a secured party under the UCC (regardless of whether the UCC is the law of the jurisdiction where the rights or remedies are asserted and regardless of whether the UCC applies to the affected Collateral), and further the Agent may, without demand and without advertisement, notice, hearing or process of law to the extent permitted by law, all of which each Debtor hereby waives to the extent permitted by law, at any time or times, sell and deliver any or all Collateral held by or for it at public or private sale, at any securities exchange or broker’s board or at any of the Agent’s offices or elsewhere, for cash, upon credit or otherwise, at such prices and upon such terms as the Agent deems advisable, in its sole discretion. Also, if less than all the Collateral is sold, the Agent shall have no duty to xxxxxxxx or apportion the part of the Collateral sold as between the Debtors, or any of them, but may sell and deliver any or all of the Collateral without regard to which of the Debtors are the owners thereof. In the exercise of any such remedies, the Agent may sell all the Collateral as a unit even though the sales price thereof may be in excess of the amount remaining unpaid on the Obligations. The Agent is authorized at any sale or other disposition of the Collateral or any part thereof, if it deems it advisable so to do, to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing for their own account for investment, and not with a view to the distribution or resale of any of the Collateral. In addition to all other sums due the Agent or any Secured Creditor hereunder, each Debtor shall pay the Agent and the Secured Creditors all reasonable costs and expenses incurred by the Agent and such Secured Creditors, including reasonable attorneys’ fees and court costs, in obtaining, liquidating or enforcing payment of Collateral or the Obligations or in the prosecution or defense of any action or proceeding by or against the Agent, such Secured Creditor or any Debtor

- 16 -

concerning any matter arising out of or connected with this Agreement or the Collateral or the Obligations, including, without limitation, any of the foregoing arising in, arising under or related to a case under the United States Bankruptcy Code (or any successor statute). Any requirement of reasonable notice shall be met if such notice is personally served on or mailed, postage prepaid, to the Debtors in accordance with Section 16(b) hereof at least 10 days before the time of sale or other event giving rise to the requirement of such notice; provided however, that during the existence of any Event of Default, no notification need be given to a Debtor if such Debtor has signed, after the occurrence of such Event of Default, a statement renouncing any right to notification of sale or other intended disposition. The Agent shall not be obligated to make any sale or other disposition of the Collateral regardless of notice having been given. The Agent or any Secured Creditor may be the purchaser at any such sale. Each Debtor hereby waives to the extent permitted by law all of its rights of redemption from any such sale. The Agent may postpone or cause the postponement of the sale of all or any portion of the Collateral by announcement at the time and place of such sale, and such sale may, without further notice, be made at the time and place to which the sale was postponed or the Agent may further postpone such sale by announcement made at such time and place. The Agent has no obligation to prepare the Collateral for sale. The Agent may sell or otherwise dispose of the Collateral without giving any warranties as to the Collateral or any part thereof, including disclaimers of any warranties of title or the like, and each Debtor acknowledges and agrees that the absence of such warranties shall not render the disposition commercially unreasonable.

(c) Without in any way limiting the foregoing, if any Event of Default has occurred and is continuing, the Agent shall have the right, in addition to all other rights provided herein or by law, to take physical possession of any and all of the Collateral and anything found therein, the right for that purpose to enter without legal process any premises where the Collateral may be found (provided such entry be done lawfully), and the right to maintain such possession on each Debtor’s premises (the Debtors hereby agreeing to lease such premises without cost or expense to the Agent or its designee if the Agent so requests) or to remove the Collateral or any part thereof to such other places as the Agent may desire. If any Event of Default has occurred and is continuing, the Agent shall have the right to exercise any and all rights with respect to all Deposit Accounts of each Debtor, the right to direct the disposition of the funds in each Deposit Account and to collect, withdraw and receive all amounts due or to become due or payable under each such Deposit Account. If any Event of Default has occurred and is continuing, each Debtor shall, upon the Agent’s demand, assemble the Collateral and make it available to the Agent at a place designated by the Agent. If the Agent exercises its right to take possession of the Collateral, each Debtor shall also at its expense perform any and all other steps requested by the Agent to preserve and protect the security interest hereby granted in the Collateral, such as placing and maintaining signs indicating the security interest of the Agent, appointing overseers for the Collateral and maintaining Collateral records.

(d) Without in any way limiting the foregoing, if any Event of Default has occurred and is continuing, each Debtor hereby grants to the Agent and the Secured Creditors a royalty-free irrevocable license and right to use all of such Debtor’s patents, patent applications, patent licenses, trademarks, trademark registrations, trademark licenses, trade names, trade styles, and similar intangibles in connection with any foreclosure or other realization by the Agent or the Secured Creditors on all or any part of the Collateral, provided that the license granted hereunder shall not include any rights in any license agreement under which the relevant Debtor is licensee which, by its terms, prohibits the license contemplated by this Section 10(d). The license and

- 17 -

right granted the Agent and the Secured Creditors hereby shall be without any royalty or fee or charge whatsoever.

(e) Without in any way limiting the foregoing, if any Event of Default has occurred and is continuing, all rights of a Debtor to exercise the voting and/or consensual powers which it is entitled to exercise pursuant to Section 6(a)(i) hereof and/or to receive and retain the distributions which it is entitled to receive and retain pursuant to Section 6(a)(ii) hereof, shall, at the option of the Agent, cease and thereupon become vested in the Agent, which, in addition to all other rights provided herein or by law, shall then be entitled solely and exclusively to exercise all voting and other consensual powers pertaining to the Investment Property (including, without limitation, the right to deliver notice of control with respect to any Investment Property held in a securities account or commodity account and deliver all entitlement orders with respect thereto) and/or to receive and retain the distributions which such Debtor would otherwise have been authorized to retain pursuant to Section 6(a)(ii) hereof and shall then be entitled solely and exclusively to exercise any and all rights of conversion, exchange or subscription or any other rights, privileges or options pertaining to any Investment Property as if the Agent were the absolute owner thereof including, without limitation, the rights to exchange, at its discretion, any and all of the Investment Property upon the merger, consolidation, reorganization, recapitalization or other readjustment of the respective issuer thereof or upon the exercise by or on behalf of any such issuer or the Agent of any right, privilege or option pertaining to any Investment Property and, in connection therewith, to deposit and deliver any and all of the Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Agent may determine. In the event any of the Collateral shall constitute restricted securities within the meaning of any applicable securities laws, any disposition thereof in compliance with such laws shall not render the disposition commercially unreasonable.

(f) The powers conferred upon the Agent hereunder are solely to protect its interest in the Collateral and shall not impose on it any duty to exercise such powers. The Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession or control if such Collateral is accorded treatment substantially equivalent to that which the Agent accords its own property, consisting of similar type assets, it being understood, however, that the Agent shall have no responsibility for ascertaining or taking any action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any such Collateral, whether or not the Agent has or is deemed to have knowledge of such matters. This Agreement constitutes an assignment of rights only and not an assignment of any duties or obligations of the Debtors in any way related to the Collateral, and the Agent shall have no duty or obligation to discharge any such duty or obligation. The Agent shall have no responsibility for taking any necessary steps to preserve rights against any parties with respect to any Collateral or initiating any action to protect the Collateral against the possibility of a decline in market value. Neither the Agent nor any party acting as attorney for the Agent shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law other than their gross negligence or willful misconduct.

(g) Failure by the Agent to exercise any right, remedy or option under this Agreement or any other agreement between any Debtor and the Agent or provided by law, or delay by the Agent in exercising the same, shall not operate as a waiver; and no waiver shall be effective unless it is in writing, signed by the party against whom such waiver is sought to be enforced and

- 18 -

then only to the extent specifically stated. Neither the Agent or any Secured Creditor, nor any party acting as attorney for the Agent or any Secured Creditor, shall be liable hereunder for any acts or omissions or for any error of judgment or mistake of fact or law other than such person’s gross negligence or willful misconduct. The rights and remedies of the Agent and the Secured Creditors under this Agreement shall be cumulative and not exclusive of any other right or remedy which the Agent or the Secured Creditors may have. For purposes of this Agreement, an Event of Default shall be construed as continuing after its occurrence until the same is waived or cured in writing by the Secured Creditors or the Required Lenders, as the case may be, in accordance with the Intercreditor Agreement.

Section 11. Application of Proceeds. The proceeds and avails of the Collateral at any time received by the Agent during the existence of any Event of Default hereunder shall, when received by the Agent in cash or its equivalent, be applied by the Agent in reduction of, or as collateral security for, the Obligations in accordance with the terms of the Intercreditor Agreement. Each Debtor shall remain liable to the Agent and the Secured Creditors for any deficiency. Any surplus remaining after the full payment and satisfaction of the Obligations shall be returned to the Debtors or to whomsoever the Agent reasonably determines is lawfully entitled thereto.

Section 12. Continuing Agreement. This Agreement shall be a continuing agreement in every respect and shall remain in full force and effect until all of the Obligations, both for principal and interest, have been fully paid and satisfied and the commitments of the Secured Creditors to extend credit or otherwise make financial accommodations available to (i) the Revolver Borrowers under the Credit Agreement have expired or otherwise been terminated, and (ii) the Company under the Term Loan Agreement have expired or otherwise been terminated. Upon each such termination of this Agreement, the Agent shall, upon the request and at the expense of the Debtors, forthwith release its security interest hereunder.

Section 13. Primary Security; Obligations Absolute. The lien and security herein created and provided for stand as direct and primary security for the Obligations. No application of any sums received by the Agent in respect of the Collateral or any disposition thereof to the reduction of the Obligations or any portion thereof shall in any manner entitle any Debtor to any right, title or interest in or to the Obligations or any collateral security therefor, whether by subrogation or otherwise, unless and until all Obligations have been fully paid and satisfied and the commitments of the Secured Creditors to extend credit or otherwise make financial accommodations available to the Borrowers, or any one of them, under the Credit Agreement and the Term Loan Agreement have expired or otherwise have been terminated. Each Debtor acknowledges and agrees that the lien and security hereby created and provided for are absolute and unconditional and shall not in any manner be affected or impaired by any acts or omissions whatsoever of the Agent, any Secured Creditor or any other holder of any of the Obligations, and without limiting the generality of the foregoing, the lien and security hereof shall not be impaired by any acceptance by the Agent, any Secured Creditor or any holder of any of the Obligations of any other security for or guarantors upon any of the Obligations or by any failure, neglect or omission on the part of the Agent, any Secured Creditor or any other holder of any of the Obligations to realize upon or protect any of the Obligations or any collateral security therefor. The lien and security hereof shall not in any manner be impaired or affected by (and the Agent and the Secured Creditors, without notice to anyone, are hereby authorized to make from time to time) any sale, pledge, surrender, compromise, settlement, release, renewal, extension,

- 19 -

indulgence, alteration, substitution, exchange, change in, modification or disposition of any of the Obligations, or of any collateral security therefor, or of any guaranty thereof or of any obligor thereon. The Secured Creditors may at their discretion at any time grant credit to the Borrowers, or any of them individually, without notice to any Debtor in such amounts and on such terms as the Secured Creditors may elect without in any manner impairing the lien and security hereby created and provided for. No release, compromise or discharge of any Debtor hereunder or with respect to any of the Obligations or any Collateral provided by such Debtor shall release or discharge, or impair the agreements of, any other Debtor hereunder or in any manner impair the liens and security interests granted by any other Debtor hereunder; and the Agent may proceed against the Collateral provided hereunder by any one or more of the Debtors without proceeding against the other Debtors, their respective properties or any other security or guaranty whatsoever. Without limiting the generality of the foregoing, the requisite number of Secured Creditors (as determined in accordance with the terms of the Intercreditor Agreement) may at any time or from time to time release any Debtor from its obligations hereunder or release any Collateral or effect any compromise with any Debtor, and no such release or compromise shall in any manner impair or otherwise effect the liens granted by, or the obligations of, the other Debtors hereunder. In order to foreclose or otherwise realize hereon and to exercise the rights granted the Agent hereunder and under applicable law, there shall be no obligation on the part of the Agent, any Secured Creditor or any other holder of any of the Obligations at any time to first resort for payment to any Borrower or any other obligor on any of the Obligations or to any guaranty of the Obligations or any portion thereof or to resort to any other collateral security, property, liens or any other rights or remedies whatsoever, and the Agent shall have the right to enforce this instrument irrespective of whether or not other proceedings or steps are pending seeking resort to or realization upon or from any of the foregoing.

Section 14. The Agent. In acting under or by virtue of this Agreement, the Agent shall be entitled to all the rights, authority, privileges and immunities provided in the Credit Agreement and the Term Loan Agreement, all of which provisions of the Credit Agreement and the Term Loan Agreement (including, without limitation, Section 10 of each such agreement) are incorporated by reference herein with the same force and effect as if set forth herein in their entirety. The Agent hereby disclaims any representation or warranty to the Secured Creditors concerning the perfection of the security interest granted hereunder or in the value of any of the Collateral.

SECTION 15. PERSONAL JURISDICTION.

(a) EXCLUSIVE JURISDICTION. EXCEPT AS PROVIDED IN SECTION 15(b), THE AGENT, THE SECURED CREDITORS AND THE DEBTORS AGREE THAT ALL DISPUTES AMONG THEM ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT, AND WHETHER ARISING IN CONTRACT, TORT, EQUITY, OR OTHERWISE, SHALL BE RESOLVED ONLY BY STATE OR FEDERAL COURTS LOCATED IN XXXX COUNTY, ILLINOIS, BUT EACH OF THE AGENT, THE SECURED CREDITORS AND THE DEBTORS ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF XXXX COUNTY, ILLINOIS. EACH OF THE DEBTORS WAIVES IN ALL DISPUTES ANY OBJECTION THAT SUCH DEBTOR MAY HAVE TO THE LOCATION OF THE COURT CONSIDERING THE DISPUTE OR ANY OBJECTION THAT SUCH DEBTOR MAY HAVE THAT ANY OTHER PARTY HAS NOT BEEN JOINED IN SUCH PROCEEDING.

- 20 -

(b) OTHER JURISDICTIONS. EACH OF THE DEBTORS AGREES THAT THE AGENT AND THE SECURED CREDITORS SHALL HAVE THE RIGHT TO PROCEED AGAINST EACH OF THE DEBTORS OR THEIR COLLATERAL IN A COURT IN ANY LOCATION TO ENABLE THE AGENT OR ANY SECURED CREDITOR TO REALIZE ON THE COLLATERAL, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER ENTERED IN FAVOR OF THE AGENT OR ANY SECURED CREDITOR, WHETHER OR NOT PROCEEDING SEPARATELY AGAINST ANY DEBTOR AND ITS PROPERTY OR JOINTLY AGAINST ANY BORROWER AND ANY ONE OR MORE OF THE DEBTORS AND THEIR PROPERTY. EACH OF THE DEBTORS AGREES THAT IT WILL NOT ASSERT ANY PERMISSIVE COUNTERCLAIMS IN ANY PROCEEDING BROUGHT IN ACCORDANCE WITH THIS PROVISION BY THE AGENT OR ANY SECURED CREDITOR TO REALIZE ON COLLATERAL, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE AGENT OR ANY SECURED CREDITOR. EACH OF THE DEBTORS WAIVES ANY OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE COURT IN WHICH THE AGENT OR ANY SECURED CREDITOR HAS COMMENCED A PROCEEDING DESCRIBED IN THIS SUBSECTION.

Section 16. Miscellaneous.

(a) This Agreement cannot be changed or terminated orally. This Agreement shall create a continuing lien on and security interest in the Collateral to the extent set forth herein and shall be binding upon each Debtor and its successors and assigns and shall inure, together with the rights and remedies of the Agent and the Secured Creditors hereunder, to the benefit of the Agent, the Secured Creditors and their successors and assigns; provided, however, that no Debtor may assign its rights or delegate its duties hereunder without the prior written consent of the Agent and the Secured Creditors. Without limiting the generality of the foregoing, and subject to the provisions of the Credit Agreement or the Term Loan Agreement, as the case may be, any Secured Creditor as a lender may assign or otherwise transfer any indebtedness held by it secured by this Agreement to any other person or entity, and such other person or entity shall thereupon become vested with all the benefits in respect thereof granted to such Secured Creditor herein or otherwise.

(b) Except as otherwise specified herein, all notices hereunder shall be in writing (including, without limitation, notice by telecopy) and shall be given to the relevant party, and shall be deemed to have been made when given to the relevant party, in accordance with Section 8 of the Intercreditor Agreement. All notices to the Debtors hereunder shall be made to the Company, as their agent, in accordance with Section 8 of the Intercreditor Agreement.

(c) No Secured Creditor shall have the right to institute any suit, action or proceeding in equity or at law for the foreclosure or other realization upon any Collateral subject to this Agreement or for the execution of any trust or power hereof or for the appointment of a receiver, or for the enforcement of any other remedy under or upon this Agreement; it being understood and intended that no one or more of the Secured Creditors shall have any right in any manner whatsoever to affect, disturb or prejudice the lien and security interest of this Agreement by its or their action or to enforce any right hereunder, and that all proceedings at law or in equity shall be instituted, had and maintained by the Agent in the manner herein provided for the benefit of the Secured Creditors.

(d) In the event that any provision hereof shall be deemed to be invalid or unenforceable by reason of the operation of any law or by reason of the interpretation placed thereon by any court, this Agreement shall be construed as not containing such provision, but

- 21 -

only as to such jurisdictions where such law or interpretation is operative, and the invalidity or unenforceability of such provision shall not affect the validity of any remaining provisions hereof, and any and all other provisions hereof which are otherwise lawful and valid shall remain in full force and effect.

(e) This Agreement shall be deemed to have been made in the State of Illinois and shall be governed by, and construed in accordance with, the laws of the State of Illinois. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning of any provision hereof.

(f) This Agreement constitutes an assignment of rights only and not an assignment of any duties or obligations of any Debtor in any way related to the Collateral and that the Agent and the Secured Creditors shall have no duty or obligation to perform or discharge any such duty or obligation.

(g) In the event the Secured Creditors shall at any time in their discretion permit a substitution of Debtors hereunder or a party shall wish to become Debtor hereunder, such substituted or additional Debtor shall, upon executing an agreement in the form attached hereto as Schedule H, become a party hereto and be bound by all the terms and conditions hereof to the same extent as though such Debtor had originally executed this Agreement and in the case of a substitution, in lieu of the Debtor being replaced. No such substitution shall be effective absent the written consent of the Secured Creditors nor shall it in any manner affect the obligations of the other Debtors hereunder.

(h) This Agreement may be executed in any number of counterparts and by different parties hereto on separate counterpart signature pages, each constituting an original, but all together one and the same agreement.

(i) EACH DEBTOR, THE AGENT, AND EACH SECURED CREDITOR HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

(j) In the event of any inconsistency between this Agreement, the Credit Agreement or the Term Loan Agreement, respectively, the terms of the Credit Agreement or the Term Loan Agreement, as applicable, shall govern.

(k) Upon the execution and delivery of this Agreement by the Company, the other Debtors and the Agent, this Agreement shall supersede all provisions of the Prior Security Agreement as of such date. Each Debtor hereby agrees that, notwithstanding the execution and delivery of this Agreement, the liens and security interests created and provided for under the Prior Security Agreement continue in effect under and pursuant to the terms of this Agreement for the benefit of all of the Obligations secured hereby. Nothing herein contained shall in any manner affect or impair the priority of the liens and security interests created and provided for by the Prior Security Agreement as to the indebtedness and obligations which would otherwise be secured thereby prior to giving effect to this Agreement.

[SIGNATURE PAGES TO FOLLOW]

- 22 -

IN WITNESS WHEREOF, each Debtor has caused this Agreement to be duly executed and delivered as of the date first above written.


	“DEBTORS”

	EMCOR GROUP, INC.

	By:

	Name:

	Title:


	FORTI/XXXXX AND XXXX, L.L.C.

	By:

	Name:			R. Xxxxx Xxxx
	Title:			Manager

	CSUSA HOLDINGS L.L.C.

	By:

	Name:			R. Xxxxx Xxxx
	Title:			Manager

	TRIMECH PLUMBING L.L.C.

	By:

	Name:			R. Xxxxx Xxxx
	Title:			Vice President

	XXXXXXXXX & SON, L.P.
	By: CSUSA Holdings L.L.C., its General Partner

	By:

	Name:			R. Xxxxx Xxxx
	Title:			Manager

S-1


	BORDER ELECTRIC CO., L.P.
	By: CSUSA Holdings L.L.C., its General Partner

	By:

	Name:			R. Xxxxx Xxxx
	Title:			Manager

	BORDER MECHANICAL CO., L.P.
	By: CSUSA Holdings L.L.C., its General Partner

	By:

	Name:			R. Xxxxx Xxxx
	Title:			Manager

	WELSBACH ELECTRIC CORP.

	By:

	Name:

	Title:


	AIRCOND CORPORATION
	AIR SYSTEMS, INC.
	ATLANTIC COAST MECHANICAL, INC.
	B & B CONTRACTING & SUPPLY COMPANY
	BTE SERVICE, INC.
	BUILDING TECHNOLOGY ENGINEERS, INC.
	CENTRAL MECHANICAL CONSTRUCTION CO., INC.
	CES FACILITIES MANAGEMENT SERVICES, INC.
	COMBUSTIONEER CORPORATION
	CONTRA COSTA ELECTRIC, INC.
	CS48 ACQUISITION CORP.
	DESIGN AIR, LIMITED
	XXXXX MECHANICAL CORP.
	DYN SPECIALTY CONTRACTING, INC.
	DYNALECTRIC COMPANY
	DYNALECTRIC COMPANY OF NEVADA
	DYNALECTRIC COMPANY OF OHIO
	DYNALECTRIC OF MICHIGAN, INC.
	EMCOR CONSTRUCTION SERVICES, INC.
	EMCOR-CSI HOLDING CO.
	EMCOR ENERGY SERVICES, INC

S-2


	EMCOR FACILITIES SERVICES, INC.
	EMCOR GOVERNMENT SERVICES, INC.
	EMCOR XXXXX, INC.
	EMCOR XXXX ELECTRIC CO. OF INDIANA, INC.
	EMCOR INTERNATIONAL INC.
	EMCOR MECHANICAL/ELECTRICAL SERVICES (EAST), INC.
	EMCOR SERVICES MIDWEST, INC.
	EMCOR SERVICES NORTHEAST, INC.
	EMCOR SERVICES NEW YORK/NEW JERSEY, INC.
	F & G MANAGEMENT, INC.
	F & G MECHANICAL CORPORATION
	F & G PLUMBING, INC.
	FLUIDICS, INC.
	FOREST ELECTRIC CORP.
	XXXXXX ELECTRIC CO., INC.
	GREAT MONUMENT CONSTRUCTION COMPANY
	XXXXXX MECHANICAL CONTRACTORS, INC.
	HERITAGE MECHANICAL SERVICES, INC.
	HILLCREST SHEET METAL, INC.
	HVAC, LTD.
	XXXXXXXXXXX CORPORATION
	INTE-FAC CORP.
	X.X. XXXXXXX CORP.
	KDC INC.
	KILGUST MECHANICAL, INC.
	XXXXXXX SERVICE, INC.
	LABOV MECHANICAL, INC.
	LABOV PLUMBING, INC.
	XXXXXX ELECTRIC COMPANY, INC.
	XXXXXXX MECHANICAL CORPORATION
	XXXXXXXX MECHANICAL CO., INC.
	MAXIMUM REFRIGERATION & AIR CONDITIONING CORP.
	MEADOWLANDS FIRE PROTECTION CORP.
	MES HOLDINGS CORPORATION
	MESA ENERGY SYSTEMS, INC.
	MIDLAND FIRE PROTECTION, INC.
	MONUMENTAL HEATING, VENTILATING AND AIR CONDITIONING CONTRACTORS, INC.
	MONUMENTAL INVESTMENT CORPORATION
	NEW ENGLAND MECHANICAL SERVICES OF MASSACHUSETTS, INC.
	NEW ENGLAND MECHANICAL SERVICES, INC.
	XXXXX & BLACK MECHANICAL, INC.
	NORTH JERSEY MECHANICAL CONTRACTORS, INC.

S-3


	PACE MECHANICAL SERVICES, INC.
	PENGUIN AIR CONDITIONING CORP.
	PENGUIN MAINTENANCE AND SERVICES INC.
	XXXXX & XXXX COMPANY OF FLORIDA
	XXXXX AND KENT-NEW ENGLAND, INC.
	XXXXX AND XXXX-CONNECTICUT, INC.
	X. X. XXXXXXXX & COMPANY, INC.
	X. X. XXXXXXXX CO., INC.
	THE BETLEM SERVICE CORPORATION
	THE XXXXX COMPANY
	THE XXXX X. XXXXX CO.
	THE XXXXX AND KENT COMPANY
	THE XXXXX AND XXXX CORPORATION
	XXXXXXXX & XXXXXX, INC.
	UNIVERSITY XXXXXXXX MECHANICAL, INC.
	UNIVERSITY MECHANICAL & ENGINEERING CONTRACTORS, INC., A CALIFORNIA CORPORATION
	UNIVERSITY MECHANICAL & ENGINEERING CONTRACTORS, INC., AN ARIZONA CORPORATION
	XXXX SERVICES, INC.
	XXXXXX-J-XXXXXX, INC.
	WELSBACH ELECTRIC CORP. OF L.I.


	By:

	Name:		R. Xxxxx Xxxx
	Title:		Vice President

S-4

The following entities enter into the Agreement effective as of the effective date of the FR Acquisition as such term is defined in the Term Loan Agreement.


	FR X XXXXXXXX ACQUISITIONS CO.
	HNT HOLDINGS INC.
	XXXXXXXX INDUSTRIAL SERVICES INC.
	BEAUMONT REAL ESTATE HOLDING COMPANY

	By:

	Name:		R. Xxxxx Xxxx
	Title:		Vice President

	OHMSTEDE PARTNERS LLC

	By:

	Name:		R. Xxxxx Xxxx
	Title:		Vice President

	OHMSTEDE HOLDINGS LLC

	By:

	Name:		R. Xxxxx Xxxx
	Title:		Manager

	XXXXXXXX LTD.
	By: Ohmstede Partners LLC, its General Partner

	By:

	Name:		R. Xxxxx Xxxx
	Title:		Vice President

S-5

Acknowledged and agreed to as of the date first above written.


	XXXXXX X.X., as Agent

	By:
	Name:
	Title:

S-6

SCHEDULE A


Name of Debtor (And Organizational No.)	Chief Executive Office	Additional Places of Business	Location of Collateral Held by Debtor

EMCOR Group, Inc. (Delaware Corporation) Org. No. 2120222	000 Xxxxxxx Xxxxx Xxxxxxx, XX 00000		See Column 2

EMCOR Construction Services, Inc. (Delaware Corporation) Org. No. 2295158	000 Xxxxxxx Xxxxx Xxxxxxx, XX 00000	0000 Xxxxxx Xxxx Xxxx Xxxxx 000 XxXxxx, XX 00000	See Columns 2 & 3

EMCOR Facilities Services, Inc. (Delaware Corporation) Org. No. 2625001	000 Xxxxxxx Xxxxx Xxxxxxx, XX 00000	000 Xxxxx Xxxx. Xxxxx Xxxx, XX 00000 0000 Xxxx Xxxxxx Xxxxxx Xxxx., Xxxxxxx, XX 00000 000 Xxxxxxxx Xx. Xxxxxxx, XX	See Columns 2 & 3

Mesa Energy Systems, Inc. (California Corporation) Org. No. 1281860	5 Vanderbilt Xxxxxx, XX 00000	0000 Xxxxxxxx Xxxxx #X Xxxxxxxxx, XX 00000 00000 Xxxxxx Xxxxxx Xxxxxxx, XX 00000 0000 Xxxxxxx Xxxxxxxxx Xxxxx Xxxxx, XX 00000 0000 Xx. Xxxxxx Xxxxxx Xxxxxx, XX 00000 0000 Xxxx Xxxxxx Xxxxxxx Xxxxxxxxxx, XX 00000 Xxxxxxxx Xxxxxx Xxxxxx Xxxx, XX 00000	See Columns 2 & 3

EMCOR International Inc. (Delaware Corporation) Org. No. 2184202	000 Xxxxxxx Xxxxx Xxxxxxx, XX 00000		See Column 2


Name of Debtor (And Organizational No.)	Chief Executive Office	Additional Places of Business	Location of Collateral Held by Debtor

EMCOR Mechanical/Electrical Services (East), Inc. (Delaware Corporation) Org. No. 2293360	000 Xxxxxxx Xxxxx Xxxxxxx, XX 00000		See Column 2

EMCOR Energy Services, Inc. (Delaware Corporation) Org. No. 2704011	000 Xxxxxxx Xxxxx Xxxxxxx, XX 00000	Xxx Xxxx Xxxxx Xxx Xxxx, XX 00000 000 Xxxxxxx Xxxxxx Xxx Xxxxxxxxx, XX 00000	See Columns 2 & 3

Heritage Mechanical Services, Inc. (New York Corporation) None	000 Xxxxxxxx Xxxxxx Xxxx Xxxx, XX 00000		See Column 2

Welsbach Electric Corp. (Delaware Corporation) Org. No. 0780011	000-00 00xx Xxxxxx Xxxxxxx Xxxxx, XX 00000-0000		See Column 2

Forest Electric Corp. (New York Corporation) Org. No. None	0 Xxxx Xxxxx, Xx. 0 Xxx Xxxx, XX 00000	000 Xxxxxxxx Xxx. Xxxxxxx, Xxxxx 00 Xxxxxx, XX 00000	See Columns 2 & 3

Welsbach Electric Corp. of L.I. (New York Corporation) Org. No. None	000 Xxxxxxx Xxxx Xxxxxxxxx, XX 00000		See Column 2

Penguin Maintenance and Services Inc (Delaware Corporation) Org. No. 2251604	00 Xxxx Xxxxxx Xxxxxxxx, XX 000000		See Column 2

Penguin Air Conditioning Corp. (New York Corporation) Org. No. None	00 Xxxx Xxxxxx Xxxxxxxx, XX 00000		See Column 2

A-2


Name of Debtor (And Organizational No.)	Chief Executive Office	Additional Places of Business	Location of Collateral Held by Debtor

X.X. Xxxxxxx Corp. (Delaware Corporation) Org. No. 2232450	00 Xxxxx Xxx, Xx. 0 Xxxxxxxxx, XX 00000	d/b/a Xxxxxx Mechanical 000 Xxxxxxxx Xxxxxxx Xxxxxxx, XX 00000	See Columns 2 & 3

Xxxxx Mechanical Corp. (Maryland Corporation) Org. No. D03916020	00000 Xxxxxxxx Xxxxx Xxxxx Xxxxxxxx, XX 00000		See Column 2

EMCOR Xxxx Electric Co. of Indiana, Inc. (Delaware Corporation) Org. No. 2267293	0000 Xxxxxxxx Xxxxxx Xxxxxxxx, XX 00000		See Column 2

Xxxxxx Electric Co., Inc. (New Jersey Corporation) Org. No. 0100081753	0000 Xxxxxxxxx Xxxxx Xxxxxxx Xxxxx, XX 00000	0000X Xxxxxxxx Xx Xxxxxxxxxxx, XX 00000	See Columns 2 & 3

University Mechanical & Engineering Contractors, Inc. (California Corporation) Org. No. 527647	0000 Xxxxxx Xxxxxx Xx Xxxxx, XX 00000		See Column 2

Pace Mechanical Services, Inc. (Michigan Corporation) Org. No. 488043	0000 Xxx Xxxx Xxxxxxxx, XX 00000		See Column 2

University Mechanical & Engineering Contractors, Inc. (Arizona Corporation) Org. No. 0059955-4	0000 Xxxxx Xxxxxxx Xxxx Xxxxx, XX 00000		See Column 2

Xxxxxx Mechanical Contractors, Inc. (Nevada Corporation) Org. No. C324-1971	0000 Xxxxx Xxxxxx Xxxx Xxxxxxxxx Xxx Xxxxx, XX 00000		See Column 2

Design Air, Limited (Washington Corporation) Org. No. 600314241	0000 Xxxxx 000^xx Xxxxxx Xxxx, XX 00000-0000		See Column 2

A-3


Name of Debtor (And Organizational No.)	Chief Executive Office	Additional Places of Business	Location of Collateral Held by Debtor

Xxxxxxxx & Xxxxxx, Inc. (Colorado Corporation) Org. No. 19911078279	0000 Xxxx Xxxxxx Xxxxxx, XX 00000	000 Xxxxxxx Xxxxxx Xxxxxxxx Xxxxxxx, XX 00000	See Columns 2 & 3

EMCOR Xxxxx, Inc. (Texas Corporation) Org. No. 0000000000	0000 Xxxxxxx Xxxxx Xxxxxxx, XX 00000		See Column 2

Inte-Fac Corp. (New York Corporation) Org. No. None	00 Xxxx Xxxxxx Xxxxxxxx, XX 00000		See Column 2

MES Holdings Corporation (Delaware Corporation) Org. No. 2441388	000 Xxxxxxx Xxxxx Xxxxxxx, XX 00000		See Column 2

X. X. Xxxxxxxx & Company, Inc. (Virginia Corporation) Org. No. 179532	0000 Xxxxxx Xxxx Xxxxxxxx, XX 00000		See Column 2

Labov Mechanical, Inc. (Delaware Corporation) Org. No. 2693486	0000 X. Xxxxxxxxxx Xxxxxx Xxxxxxxxxxxxx, XX 00000		See Column 2

Labov Plumbing, Inc. (Delaware Corporation) Org. No. 2693386	0000 X. Xxxxxxxxxx Xxxxxx Xxxxxxxxxxxxx, XX 00000		See Column 2

Dynalectric Company of Ohio (Ohio Corporation) Org. No. 807660	0000 Xxxxxxxxxxxxx Xxxxxx Xxxxxxxx, XX 00000		See Column 2

Dynalectric of Michigan, Inc. (Delaware Corporation) Org. No. 2822379	0000 Xxxxxxxxx Xxxxxx Xxxx, Xxxxxxxx 00000		See Column 2

The Xxxx X. XxXxx Co. (Delaware Corporation) Org. No. 2945595	0000 Xxxxxxxx Xxxxxx Xxxxxxxxxx, XX 00000		See Column 2

A-4


Name of Debtor (And Organizational No.)	Chief Executive Office	Additional Places of Business	Location of Collateral Held by Debtor

Xxxxxxxx Mechanical Co., Inc. (California Corporation) Org. No. C2114848	00000 Xxxxxx Xxxxxxx, XX 00000	0000 Xxxxx Xxxxxxx Xxxxx Xxxxxxx, XX 00000 0000 Xxxxxxx Xxxxx Xxxxx Xxxxxxxxxx, XX 00000 0000 Xxxxxxxxxx Xxxx. Xxxxxxxxxx, XX 00000	See Columns 2 & 3

Dynalectric Company (Delaware Corporation) Org. No. 2722041	0000 Xxxxxx Xxxx Xxxx, #000 XxXxxx, XX 00000	0000 Xxxxxxxxxx Xxxxxxx, Xxxxx 000 Xxxxxxxx, XX 00000	See Columns 2 & 3

		000 Xxxxxx Xxxxxx Xxxxxxxxx, XX 00000 d/b/a Xxxxxxxx Dynalectric of Colorado 0000 Xxxx Xxxxxx. Xxxxxxxx Xxxxxxx, XX 00000 000 Xxxxxxxx Xxxxxxxxx Xxxxxx, Xx 00000 0000 X. Xxxxxxx Xxxx Xxx Xxxxx, XX 00000

		0000 Xxxxxxxxxx Xxxxx Xxx Xxxxx, XX 00000 00000 Xxxx Xxxx Xxxxxx, XX 00000 0000 Xxxxxxxxx Xxxxx Xxxxxx Xxxxxxxx, XX 00000 000 Xxxxxxx Xxxx Xxxxxxx Xxxx, XX 00000

A-5


Name of Debtor (And Organizational No.)	Chief Executive Office	Additional Places of Business	Location of Collateral Held by Debtor

		0000 XX 000^xx Xxxxxxx, XX 00000

		0000 Xxxxxxxxx Xxxxxx Xx. Xxx Xxxxxxxx, XX 00000 000 Xxxxxxx Xxxxxx Xxx Xxxxxxxxx, XX 00000 0000 XX Xxxxx Xxxxxx Xxxxxxxx, XX 00000 000 Xxxxxxx Xxxx, Xxxxx 000 Xxx Xxxxx, XX 00000 d/b/a Wasatch Electric 0000 Xxxxx Xxxx Xxxxxx Xxxx Xxxx Xxxx, XX 00000
Dyn Specialty Contracting, Inc. (Virginia Corporation) Org. No. 295431	0000 Xxxxxx Xxxx Xxxx, #000 XxXxxx, XX 00000		See Column 2

KDC Inc. (California Corporation) Org. No. 770706	0000 Xxxxxxxxx Xxxxxx Xxxxx Xxx Xxxxxxxx, XX 00000	d/b/a KDC Systems 0000 Xxxxxxxxx Xxxxxx Xxxxx Xxx Xxxxxxxx, XX 00000 d/b/a KDC Systems 0000 X. X. Xxxxx Xxxxxx Xxxxxxxx, XX 00000	See Columns 2 & 3

Contra Costa Electric, Inc. (California Corporation) Org. No. C0273069	000 Xxxx Xxxx Xxxxxxxx, XX 00000	0000 Xxxxxx Xxxxx Xxxxxxxxxxx, XX 00000	See Columns 2 & 3

Dynalectric Company of Nevada (Nevada Corporation) Org. No. C238-1958	0000 Xxxxxx Xxxx Xxxx, #000 XxXxxx, XX 00000		See Column 2

A-6


Name of Debtor (And Organizational No.)	Chief Executive Office	Additional Places of Business	Location of Collateral Held by Debtor

B & B Contracting & Supply Company (Texas Corporation) Org. No. 0108448700	0000 Xxxxxx Xxxx Xxxx, #000 XxXxxx, XX 00000		See Column 2

EMCOR Services Northeast, Inc. (Massachusetts Corporation) Org. No. None	00 Xxxxx Xxx Xxxxxxxxx, XX 00000		See Columns 2 & 3

Building Technology Engineers, Inc. (Massachusetts Corporation) Org. No. None	000 Xxxxxxx Xxxxx Xxxxxxx, XX 00000	000 Xxxxx Xxxx. Xxxxx Xxxx, XX 00000	See Columns 2 & 3

Xxxxx & Xxxx Company of Florida (Delaware Corporation) Org. No. 3818963	0000 X.X. Xxxxx Xxxxx Xxxxx Xxxxx, XX 00000	0000 Xxxxx Xxxxxx Xxxxx, XX 00000 000 Xxxxx Xxxxx Xxxxxxx, Xxxxx 000 Xxxx Xxxx Xxxxx, XX 00000

BTE Service, Inc. (Massachusetts Corporation) Org. No. None	000 Xxxxxxx Xxxxx Xxxxxxx, XX 00000		See Column 2

Monumental Investment Corporation (Maryland Corporation) Org. No. D01289180	000 Xxxxxxx Xxxxx Xxxxxxx, XX 00000		See Column 2

The Xxxxx and Kent Corporation (Maryland Corporation) Org. No. D00174466	0000 Xxxxxxx Xxxxx Xxxx Xxxxxxxxx, XX 00000		See Column 2

The Xxxxx and Xxxx Company (Maryland Corporation) Tax I.D. 00-0000000 Org. No. D00174458	0000 Xxxxxxx Xxxxx Xxxx Xxxxxxxxx, XX 00000		See Columns 2 & 3

A-7


Name of Debtor (And Organizational No.)	Chief Executive Office	Additional Places of Business	Location of Collateral Held by Debtor

X. X. Xxxxxxxx Co., Inc. (Ohio Corporation) Org. No. 437451	0000 Xxxxxxx Xxxxx Xxxxxxxxx, XX 00000	0000 Xxxxxxx Xxxxxxxxx Xxxx Xxxxxxx, XX	See Columns 2 & 3

		0000 Xxxxxxx Xxxxxxx Xxxx Xxxxx, XX 00000

		0000 Xxxxxxxxxxxxx Xxxxxxxxx Xxxxxxxxxx, XX 00000

		000 Xxxxxxx Xxxxx XX Xxxxxx, XX 00000

		0000 X. 00^xx Xxxxxx, Xxxx X Xxxxxxxxx, XX 00000

		00 Xxxxx Xxxxx Xxxxxx Xxxxxxxxxxxx, XX

		00000 Xxxxxxxx Xxxxx Xxxxxxxxxx Xxxxx, XX 00000

Air Systems, Inc. (California Corporation) Org. No. C2497209	000 Xxxxxxxxx Xxxxx Xxx Xxxx, XX 00000		See Column 2

Fluidics, Inc. (Pennsylvania Corporation) Org. No. 766706	0000 Xxxxxxxxx Xxxx., Xxxxx X Xxxxxxxxxxxx, XX 00000		See Column 2

University Xxxxxxxx Mechanical, Inc. (Delaware Corporation) Org. No. 4047723	0000 X. Xxxxxxx Xxxxx Xxxxxxx, XX 00000

Midland Fire Protection, Inc. (Rhode Island Corporation) Org. No. 56289	0 Xxxxxxx Xxxxxx Xxxxxxxx, XX 00000		See Column 2

Xxxxx and Xxxx-Connecticut, Inc. (Maryland Corporation) Org. No. D04800199	0000 Xxxxxxx Xxxxx Xxxx Xxxxxxxxx, XX 00000		See Column 2

A-8


Name of Debtor (And Organizational No.)	Chief Executive Office	Additional Places of Business	Location of Collateral Held by Debtor

Xxxxx and Xxxx – New England, Inc. (Maryland Corporation) Org. No. D03688207	0000 Xxxxxxx Xxxxx Xxxx Xxxxxxxxx, XX 00000		See Column 2

Monumental Heating, Ventilating and Air Conditioning Contractors, Inc. (Maryland Corporation) Org. No. D04254868	0000 Xxxxxxx Xxxxx Xxxx Xxxxxxxxx, XX 00000		See Column 2

Forti/Xxxxx and Xxxx, L. L. C. (Maryland LLC) Org. No. W04265096	0000 Xxxxxxx Xxxxx Xxxx Xxxxxxxxx, XX 00000		See Column 2

HVAC, Ltd. (Maryland Corporation) Org. No. D00816884	0000 Xxxxxxx Xxxxx Xxxx Xxxxxxxxx, XX 00000		See Column 2

Atlantic Coast Mechanical, Inc. (Maryland Corporation) Org. No. D01557800	0000 Xxxxxxx Xxxxx Xxxx Xxxxxxxxx, XX 00000		See Column 2

Great Monument Construction Company (Maryland Corporation) Org. No. D01495571	000 Xxxxxxx Xxxxx Xxxxxxx, XX 00000		See Column 2

EMCOR- CSI Holding Co. (Delaware Corporation) Org. No. 3486633	000 Xxxxxxx Xxxxx Xxxxxxx, XX 00000		See Column 2

Border Electric Co., L.P. (Texas Limited Partnership) Org. No. 0012427910	0000 Xxxxxxxx Xxxxxx Xx Xxxx, XX 00000		See Column 2

A-9


Name of Debtor (And Organizational No.)	Chief Executive Office	Additional Places of Business	Location of Collateral Held by Debtor

Border Mechanical Co., L.P. (Texas Limited Partnership) Org. No. 0012428010	0000 Xxxxxxxx Xxxxxx Xx Xxxx, XX 00000		See Column 2

Central Mechanical Construction Co., Inc. (Delaware Corporation) Org. No. 2892099	000 Xxxxx Xxxxxx Xxxxxxxxx, XX 00000	000 XX Xxxxxxx 00 Xxxxxx, XX 00000 000 Xxxx 00^xx Xxxxxxxx, XX 00000	See Columns 2 & 3

XX00 Xxxxxxxxxxx Corp. (Delaware Corporation) Org. No. 2955782	000 Xxxxxxx Xxxxx Xxxxxxx, XX 00000		See Column 2

CSUSA Holdings L.L.C. (Delaware Corporation) disregarded entity Org. No. 3467627	000 Xxxxxxx Xxxxx Xxxxxxx, XX 00000		See Column 2

F & G Mechanical Corporation (Delaware Corporation) Org. No. 2850884	000 Xxx Xxxxxx Xxxx Xxxxxxxx, XX 00000		See Columns 2 & 3

F & G Plumbing, Inc. (New Jersey Corporation) Org. No. 0100873145	000 Xxx Xxxxxx Xxxx Xxxxxxxx, XX 00000	0000 00^xx Xxxxxx Xxxxx Xxxxxx, XX 00000	See Columns 2 &3

EMCOR Services New York/ New Jersey, Inc. (Delaware Corporation) Org. No. 2930475	00-00 00^xx Xxxxxx Xxxx Xxxxxx Xxxx, XX 00000	000 Xxxx Xxxxxxx Xxxxxxx Xxxxxx, XX 00000	See Columns 2 & 3

Hillcrest Sheet Metal, Inc. (Delaware Corporation) Org. No. 2788607	0000 Xxxxxx Xxxxx Xxxxxxxxxxx, XX 00000		See Column 2

A-10


Name of Debtor (And Organizational No.)	Chief Executive Office	Additional Places of Business	Location of Collateral Held by Debtor

Kilgust Mechanical, Inc. (Delaware Corporation) Org. No. 2913106	0000 Xxxxxxx Xxxxx Xxxxxxx, XX 00000		See Column 2

Xxxxxxx Service, Inc. (Ohio Corporation) Org. No. 581186	0000 Xxxxxxxx Xxxxxx Xxxxxxxxxx, XX 00000	0000 Xxxx Xxxxxxx Xxxxx Xxxxxx, XX 00000 000 X. Xxxxxx Xxxxxx Xxxxxxxxxx, XX	See Columns 2 & 3

Xxxxxx Electric Company, Inc. (Tennessee Corporation) Org. No. 0154850	0000 Xxxxxxxx Xxxxxxxxx Xxxx, Xxxx Xxxxxxxx, XX 00000		See Column 2

Xxxxxxx Mechanical Corporation (New York Corporation) Org. No. None	000 Xxxx 00^xx Xxxxxx, Xxxxx 0000-00 Xxx Xxxx, XX 00000	00-00 00^xx Xxxxxx Xxxx Xxxxxx Xxxx, XX 00000	See Columns 2 & 3

Maximum Refrigeration & Air Conditioning Corp. (Delaware Corporation) Org. No. 2892098	0000 Xxxxxxx Xxxxxx Xxxxxxxx, XX 00000		See Column 2

Meadowlands Fire Protection Corp. (New Jersey Corporation) Org. No. 0100215829	00 Xxxxxxx Xxxxx Xxxxxxxx, XX 00000		See Column 2

Xxxxx & Black Mechanical, Inc. (Delaware Corporation) Org. No. 0100076108	0000 X. Xxxxxxxx Xxxxx Xxxxxx, XX 00000		See Column 2

North Jersey Mechanical Contractors, Inc. (New Jersey Corporation) Org. No. 0100076108	0 Xxxxx Xxxxxx, Xxxxx 0X Xxxxxxxx, XX 00000	2400 – 00^xx Xxxxxx Xxxxx Xxxxxx, XX 00000	See Columns 2 & 3

Xxxxxxxxx & Son, L.P. (Texas Limited Partnership) Org. No. 002169710	0000 Xxxxxxxxxxx Xxxxx Xxxx Xxxxx, XX 00000	Xxxxxxxxx & Son, L.P. Detroit Fire Protection 00000 Xxxxxxx Xxxxxx Xxxxxxxxxx, XX 00000	See Columns 2 & 3

A-11


Name of Debtor (And Organizational No.)	Chief Executive Office	Additional Places of Business	Location of Collateral Held by Debtor

		Xxxxxxxxx & Son, L.P. South Bend Mechanical 00000 X. Xxxxxxxxx Xxxx. Xxxxxxxxx, XX 00000

		Xxxxxxxxx & Son, L.P. Xx Xxxxx Division 0000 Xxxxxx Xxxx Xxxxxxxxx, XX 00000 Advanced Systems Computer Consultants 0000 Xxxxxxxx Xxxxx Xxxx Xxxxx, XX 00000

		Advanced Systems Group, Inc. 0000 Xxxxxxxx Xxxxx Xxxx Xxxxx, XX 00000 Xxxxxxxxx & Son, L.P. Lafayette Electric Division 0000 Xxxxxx Xxxx Xxxxxxxxx, XX 00000 Xxxxxxxxx & Son, X.X. Xxxxxx Fire Protection 000 Xxxx Xxxxx Xxxxxx Xxxxxx, XX 00000

		Xxxxxxxxx & Son, L.P. Indianapolis Electric Division 0000 X. Xxxxxx Xxxxxx Xxxxxxxxxxxx, XX 00000 d/b/a Havel Brothers 0000 XxXxxxx Xxxx. Xxxx Xxxxx, XX 00000

A-12


Name of Debtor (And Organizational No.)	Chief Executive Office	Additional Places of Business	Location of Collateral Held by Debtor

		d/b/a Xxxxx Brothers Xxxxx Xxxxx Xxxxx Xxxxx Xxxx, XX 00000

		d/b/a Xxxxx Brothers 0000 X 00^xx Xxxxxx Xxxxxxxxxxxx, XX 00000 Xxxxxxxxx & Son, L.P. South Bend Fire Protection 00000 X. Xxxxxxxxx Xxxx. Xxxxxxxxx, XX 00000 Xxxxxxxxx & Son, L.P. 0000 Xxxxxxxx Xxxx Xxxxxxx Xxxxx, XX 00000 d/b/a Xxxxx Brothers 0000 Xxxxxxx, Xxxxx 0 Xxxxxxxxx, XX 00000

The Xxxxx Company (Kansas Corporation) Org. No. 630954	0000 Xxxxxxxxxxx Xxxx Xxxxxx Xxxx, XX 00000	0000 Xxxx Xxxxx Xxxxxxx, XX 00000	See Columns 2 & 3

Xxxxxx-J-Xxxxxx, Inc. (Tennessee Corporation) Org. No. 0033339	0000 Xxx Xxxxxxx Xxxx Xxxxxxx, XX 00000		See Column 2

EMCOR Government Services, Inc. (Maryland Corporation) Org. No. D03903283	000 00^xx Xxxxxx Xxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000		See Column 2

Aircond Corporation (Georgia Corporation) Org No. J202485	000 Xxxx Xxxxx Xxxxx, X.X. Xxxxxx, XX 00000	000 Xxxxxx Xxxxx Xxxxxxxxxxxxx, XX 00000 0000 Xxxxxxxxx Xxxxx Xxxxx, XX 00000	See Columns 2 & 3

A-13


Name of Debtor (And Organizational No.)	Chief Executive Office	Additional Places of Business	Location of Collateral Held by Debtor

		0000 Xxxx Xxxxx Xxxx Xxxxxxxx, XX 00000 0000 Xxxxxxxx Xxxx, Xxxxx 0 Xxxxxx, XX 00000 000 Xxxxxxx Xxxx Xxxxxxxx, XX 00000-0000 000 Xxx Xxxx Xxxx, Xxxxx X Xxxxxxxxx, XX 00000 0000 Xxxxxx Xxxxxxxx Xxxx, Xxxxx X Xxxxxxx, XX 00000

The Betlem Service Corporation (New York Corporation) Org. No. None	000 Xxxxxxx Xxxxxx, Xxxxx Xxxxxxxxx, XX 00000	00000 Xxxxxx Xxxx, Xxxxx 000 Xxxxxxxxx, XX 00000	See Columns 2 & 3

CES Facilities Management Services, Inc. (Maryland Corporation) Org. No. D05515994	000 00^xx Xxxxxx Xxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000		See Column 2

Combustioneer Corporation (Maryland Corporation) Org. No. D03050507	000 Xxxxxxxxx Xxxx Xxxxxxxxx, XX 00000		See Column 2

EMCOR Services Midwest, Inc. (Delaware Corporation) Org No. 4026937	000 Xxxxxxxxxx Xxxx Xxxx 0 Xxxxxxxx, XX 00000		See Column 2

Xxxxxxxxxxx Corporation (Wisconsin Corporation) Org No. 2102255	000 Xxxxx 00^xx Xxxxxx Xxxxxxxxx, XX 00000

A-14


Name of Debtor (And Organizational No.)	Chief Executive Office	Additional Places of Business	Location of Collateral Held by Debtor

New England Mechanical Services of Massachusetts, Inc. (Massachusetts Corporation) Org. No. None	00 Xxxxx Xxxxxx Xxxxxx, XX 00000		See Column 2

New England Mechanical Services, Inc. (Connecticut Corporation) Org. No. 0033131	000 Xxxxxx Xxxx Xxxxxx, XX 00000	00 Xxxxxx Xxxxx Xxxxxxxx, XX 00000 000 Xxxxxx Xxxxxx Xxxxxxxx, XX 00000 3 Xxxx’x Xxxx Xxx Xxxxxx, XX 00000 00 Xxxxx Xxxxxx Xxxxxx, XX 00000 000 Xxxxxxx Xxxxxx Xxxxxxxxx, XX 00000	See Columns 2 & 3

Trimech Plumbing L.L.C. (Delaware Limited Liability Corp.) Org. No. 3463843	000 Xxxx Xxxxxxx Xxxxxxx Xxxxxx, XX 00000		See Column 2

Xxxx Services, Inc. (Ohio Corporation) Org. No. 470852	00 X. Xxxxxxxx Xxxxxx Xxxxxxxxxx, XX 00000	0000 00xx Xxxxxx Xxxxxxxx, XX 00000 0000 Xxxx Xxxxxx Xxxxxx Xxxxx, XX 00000	See Columns 2 & 3

F & G Management, Inc. (Delaware Corporation) Org. No. 3581028	000 Xxxxxxx Xxxxx Xxxxxxx, XX 00000		See Column 2

FR X Xxxxxxxx Acquisitions Co. (Delaware Corporation) Org. No. 4168905	000 Xxxx Xx. Xxxxxxxx, XX 00000		See Column 2

HNT Holdings Inc. (Delaware Corporation) Org. No. 3372290	000 Xxxx Xx. Xxxxxxxx, XX 00000		See Column 2

A-15


Name of Debtor (And Organizational No.)	Chief Executive Office	Additional Places of Business	Location of Collateral Held by Debtor

Ohmstede Partners LLC (Delaware LLC) Org. No. 3388080	000 Xxxx Xx. Xxxxxxxx, XX 00000		See Column 2

Ohmstede Holdings LLC (Delaware LLC) Org. No. 3388083	000 Xxxx Xx. Xxxxxxxx, XX 00000		See Column 2

Xxxxxxxx Ltd. (Texas Limited Partnership) Org. No. 00151033-10	000 Xxxx Xx. Xxxxxxxx, XX 00000	000 X. Xxxx Xxxxxx Xxxxxxxx, XX 00000 000 Xxxxx Xx. Xxxxxx Xxxxxxx, XX 00000 00000 Xxxxxxx 000 XxXxxxx, XX 00000 0000 Xxxxxxx 00 Xx. Xxxxxxx, XX 00000 0000 Xxxxxx Xx. Xxxxxxx, XX 00000	See Columns 2 & 3

Xxxxxxxx Industrial Services Inc. (Texas Corporation) Org. No. 117921700	000 Xxxx Xx. Xxxxxxxx, XX 00000		See Column 2

Beaumont Real Estate Holding Company (Texas Corporation) Org. No. 800104306	000 Xxxx Xx. Xxxxxxxx, XX 00000		See Column 2

A-16

SCHEDULE B

TRADE NAMES


Debtor’s Name	Prior Legal Name in Past 5 Years	Trade Names/Names in Past 5 Years

EMCOR Group, Inc.	None	None

EMCOR Construction Services, Inc.	EMCOR Construction Holding Services, Inc. (DE) EMCOR Mechanical/Electrical Services (Midwest), Inc.; EMCOR Mechanical/Electrical Services (South), Inc.; EMCOR Mechanical/Electrical Services (West), Inc. - each in DE	None

EMCOR Facilities Services, Inc.	None	EMCOR Energy Services EMCOR Industrial
		Services Consulting
		Group
		Efacilities
		Chicago Fire Protection
		Group
		Facilities Knowledge
		Center (with respect to the Phoenix, AZ property)

Mesa Energy Systems, Inc.	None	EMCOR Services
		Integrated Solutions
		EMCOR Service VSD EMCOR Services
		Xxxxxx Air Conditioning
		EMCOR Services ARC EMCOR Services Xxxxxx
		(with respect to the Lemon Grove, CA property)

EMCOR International Inc.	None	None

EMCOR Mechanical/ Electrical Services (East), Inc.	None	None

EMCOR Energy Services, Inc.	EMCOR Energy & Technologies, Inc.	EMCOR Energy EMCOR Energy Services
	(DE)
	Xxxxxxx Xxxxxxxx	EMCOR Telecom
	Associates (CA)	EMCOR Technologies


Debtor’s Name	Prior Legal Name in Past 5 Years	Trade Names/Names in Past 5 Years


Heritage Mechanical Services, Inc.	Heritage Xxxxxxx Mechanical Services, Inc. (NY)	EMCOR Service Heritage Air Systems

Welsbach Electric Corp.	None	Tech Serv

Forest Electric Corp.	None	Forest Datacom Services

Welsbach Electric Corp. of L.I.	None	Broadway Maintenance Forest/Welsbach Technical Services

Penguin Maintenance and Services Inc.	None	Broadway Maintenance & Service

Penguin Air Conditioning Corp.	None	Penguin Broadway Electrical Maintenance

X. X. Xxxxxxx Corp.	None	Xxxxxx Mechanical
		EMCOR Service Xxxxxx Mechanical

Xxxxx Mechanical Corp.	None

EMCOR Xxxx Electric Co. of Indiana, Inc.	JWP/Xxxx Electric Co. of Indiana, Inc. (DE)	Xxxx Electric

Xxxxxx Electric Co., Inc.	None	Xxxxxx Electric EMCOR Technologies
		Xxxxxx Electric and Technologies

University Mechanical & Engineering Contractors, Inc. (California Corporation)	None	Spira-Xxx

Xxxx Mechanical Services, Inc.	None	EMCOR Service Pace Mechanical
		EMCOR Service Pace Mechanical Services, Inc.

University Mechanical & Engineering Contractors, Inc. (Arizona Corporation)	None	None

Xxxxxx Xxxxxxxxxx Xxxxxxxxxxx, Xxx.	Xxxx	Xxxx

X-0


Debtor’s Name	Prior Legal Name in Past 5 Years	Trade Names/Names in Past 5 Years

Design Air, Limited	None	None

Xxxxxxxx & Xxxxxx, Inc.	None	None

EMCOR Xxxxx, Inc.	None	Xxxxx, Inc.
		The Xxxxxx Company
		Gowco
		Systems Commissioning
		Gowan Sheet Metal
		EMCOR Service Gowan
		EMCOR Service Xxxxx, Inc.

Inte-Fac Corp.	None	None

MES Holdings Corporation	None	None

X. X. Xxxxxxxx & Company, Inc.	None	None

Labov Mechanical, Inc.	None	Labov Mechanical Contractors
		EMCOR Services Labov

Labov Plumbing, Inc.	None	None

Dynalectric Company of Ohio	None	None

Dynalectric of Michigan, Inc.	None	Xxxx Xxxxxx Electric & Technologies

The Xxxx X. XxXxx Co.	None	XxXxx Xxxxxxx
		EMCOR Service XxXxx- Xxxxxxx
		EMCOR Service Automated Controls

Xxxxxxxx Mechanical Co., Inc.	None	Control Systems Specialist
		University Xxxxxxxx Mechanical

Dynalectric Company	None	Dynatran
		Xxxxxxxx Dynalectric of Colorado
		Wasatch
		Dynalectric Information Technologies
		Dynalectric Service & Systems Group
		EMCOR Construction Services

B-3


Debtor’s Name	Prior Legal Name in Past 5 Years	Trade Names/Names in Past 5 Years

		Dynatechnologies

DYN Specialty Contracting, Inc.	None

KDC Inc.	None	KDC Systems Dynalectric IDMA

Contra Costa Electric, Inc.	None	None

Dynalectric Company of Nevada	None	None

B & B Contracting and Supply Company	None	None

EMCOR Services Northeast, Inc.	Balco, Inc. (MA)	EMCOR Services Balco/ X.X. Xxxxxxx
	Commonwealth Air Conditioning and Heating, Inc. (MA)	EMCOR Services CommAir
		EMCOR Services CommAir/Balco EMCOR Services Northeast Balco/X.X. Xxxxxxx EMCOR Services Northeast CommAir EMCOR Services Northeast XxxxXxx Xxxxx

Building Technology Engineers, Inc.	None	BTE (Massachusetts), Inc.
		BTE of Massachusetts
		Building Operations Technologies of Mass
		Building Technology, Inc.
		Building Technology

Xxxxx & Kent Company of Florida	None

BTE Service, Inc.	None	None

Monumental Investment Corporation	None	None

The Xxxxx and Xxxx Corporation	None	None

The Xxxxx and Kent Company	None	EMCOR Service Xxxxx and Xxxx
		EMCOR Service Xxxxx and Kent Northern Operations
		EMCOR Service Xxxxx and

B-4


Debtor’s Name	Prior Legal Name in Past 5 Years	Trade Names/Names in Past 5 Years

		Kent Southern Operations
		The Xxxxx and Xxxx Company of Maryland

X. X. Xxxxxxxx Co., Inc.	None	None

Air Systems, Inc.	Air Systems Acquisition, Inc.	EMCOR Services Air Systems
	San Xxxx Air Systems, Inc.

Fluidics, Inc.	Wredna, Inc. (DE) and QLR Corporation (DE)	EMCOR Services Fluidics

University Xxxxxxxx Mechanical Co., Inc.	None	None

Midland Fire Protection, Inc.	None	None

Xxxxx and Xxxx-Connecticut, Inc.	Environmental Engineering Company (MD)	None

	Xxxxx and Kent Distributors, Inc. (MD)

Xxxxx and Xxxx - New England, Inc.	None	None

Monumental Heating, Ventilating and Air Conditioning Contractors, Inc.	None	None

Forti/Xxxxx and Xxxx, LLC	None	None

HVAC, Ltd.	None	None


Atlantic Coast Mechanical, Inc.	None	None

Great Monument Construction Company	None	None

EMCOR-CSI Holding Co.	None	None

Border Electric Co., L.P.	None	None

Border Mechanical Co., L.P.	None	None

B-5


Debtor’s Name	Prior Legal Name in Past 5 Years	Trade Names/Names in Past 5 Years

Central Mechanical Construction Co., Inc.	None	None.

CS48 Acquisition Corp.	None	None

CSUSA Holdings L.L.C.	None	None

F & G Mechanical Corporation	None	EMCOR Service F & G Mechanical

F & G Plumbing, Inc.	None	None

EMCOR Services New York/ New Jersey, Inc.	Gotham Air Conditioning Service, Inc. (DE)	EMCOR Services Gotham Air

	Trimech Corporation (NJ)	EMCOR Services Trimech

Hillcrest Sheet Metal, Inc.	None	Healthy Air Ducts Hillcrest Air Conditioning

Kilgust Mechanical, Inc.	None	None

Xxxxxxx Service, Inc.	None	EMCOR Services XxXxx Xxxxxxx XxXxx Xxxxxxx

Xxxxxx Electric Company, Inc.	None	None

Xxxxxxx Mechanical Corporation	None	Heritage Xxxxxxx

Maximum Refrigeration & Air Conditioning Corp.	None	None

Meadowlands Fire Protection Corp.	None	None

Xxxxx & Black Mechanical, Inc.	None	None

North Jersey Mechanical Contractors, Inc.	None	NJM Service
		North Jersey Maximum Mechanical

B-6


Debtor’s Name	Prior Legal Name in Past 5 Years	Trade Names/Names in Past 5 Years

		TCF, Inc.

Xxxxxxxxx & Son, L.P.	None	Xxxxx Brothers
		Xx Xxxxx
		Guardian Fire Protection
		Acoustics
		Advanced Systems Group
		Advanced Systems Computer Consultants

The Xxxxx Company	None	KC Fab Xxxxx Supermarket Refrigeration

Xxxxxx-J-Xxxxxx, Inc.	None	EMCOR Service Xxxxxx
		EMCOR Services Xxxxxx X. Xxxxxx

EMCOR Government Services, Inc.	Consolidated Engineering Services, Inc. (MD)	Consolidated Services, Inc.
		Consolidated Engineering Services, Inc.

Aircond Corporation	None	EMCOR Services Aircond

The Betlem Service Corporation	None	EMCOR Services Betlem Residential
		EMCOR Services Betlem Service

CES Facilities Management Services, Inc.	None	None

Combustioneer Corporation	None	EMCOR Services Combustioneer

EMCOR Services Midwest, Inc.	None	None

Xxxxxxxxxxx Corporation	None	None

New England Mechanical Services of Massachusetts, Inc.	None	None

New England Mechanical Services, Inc.	None	NEMSI
		EMCOR Services New England Mechanical

Trimech Plumbing L.L.C.	None	None

Xxxx Services, Inc.	None	None

B-7


Debtor’s Name	Prior Legal Name in Past 5 Years	Trade Names/Names in Past 5 Years

F & G Management, Inc.	None	None

FR X Xxxxxxxx Acquisitions Co.	None	None

Ohmstede Partners LLC	None	None

Beaumont Real Estate Holding Company	None	None

HNT Holdings Inc.	None	None

Xxxxxxxx Industrial Services Inc.	Hydraulic Extractor Services, Inc.	Hydraulic Extractor Services, Inc.

Ohmstede Holdings LLC	None	None

Xxxxxxxx Ltd.	Xxxxxxxx XX	None

B-8

SCHEDULE C

INTELLECTUAL PROPERTY

Trademarks and Trademark Applications: EMCOR Group, Inc.

TRADEMARK

COUNTRY

STATUS

APP. NO.

FILED

REG. NO.

REGISTERED

Be There For Life

CANADA

PENDING

1,341,139

03/28/2007

Be There For Life

EUROPEAN UNION (CT)

PENDING

005835699

04/17/2007

Be There For Life

UNITED STATES

PENDING

77/027,226

10/23/2006

Design

EUROPEAN UNION (CT)

PENDING

004986816

03/30/2006

Design

SOUTH AFRICA

REGISTERED

2001/12319

7/17/2001

2001/12319

3/15/2006

Design

SOUTH AFRICA

PENDING

2001/12318

7/17/2001

Diamond Design

CANADA

REGISTERED

1,227,886

8/20/2004

662,032

3/31/2006

Diamond Design

CANADA

PENDING

1,296,603

04/04/2006

Diamond Design

UNITED STATES

REGISTERED

76/197,550

1/19/2001

2,563,476

4/23/2002

Drake & Xxxxx

UNITED ARAB EMR

REGISTERED

48216

06/23/2002

35824

01/15/2003

Drake & Xxxxx International

UNITED ARAB EMR

REGISTERED

48215

06/23/2002

35823

01/15/2003

EFS

EUROPEAN UNION (CTM)

REGISTERED

002348464

8/22/2001

002348464

6/10/2003

EFS

SOUTH AFRICA

REGISTERED

2001/13770

8/10/2001

2001/13770

7/11/2006

EFS

UNITED KINGDOM

REGISTERED

2278738

8/23/2001

2278738

8/23/2001

EFS

UNITED STATES

REGISTERED

76/123,985

9/ 7/2000

2,940,330

4/12/2005

EFS - FACILITIES

SOUTH AFRICA

REGISTERED

2001/13772

8/10/2001

2001/13772

7/11/2006

EFS - FACILITIES

UNITED ARAB EMR

REGISTERED

44911

10/30/2001

35128

12/14/2002

EFS - FACILITIES

EUROPEAN UNION (CTM)

REGISTERED

002349108

8/22/2001

002349108

7/29/2003

EFS - FACILITIES

UNITED KINGDOM

REGISTERED

2278740

8/23/2001

2278740

8/23/2001

EFS - FACILITIES

SOUTH AFRICA

REGISTERED

2001/13771

8/10/2001

2001/13771

7/11/2006

EMCOR

CANADA

REGISTERED

1,227,764

8/20/2004

651,736

10/25/2005

EMCOR

CANADA

REGISTERED

1,296,682

4/04/2006

690,311

06/20/2007

EMCOR

EUROPEAN UNION (CT)

PENDING

004986857

3/30/2006

EMCOR

UNITED ARAB EMR

REGISTERED

66590

1/18/2005

54490

07/19/2005

EMCOR & Design

CANADA

PENDING

1,296,605

4/4/2006

EMCOR & Design

EUROPEAN UNION (CT)

PENDING

004986733

3/30/2006

EMCOR & Design

UNITED STATES

REGISTERED

75/895,899

1/12/2000

2,562,923

4/23/2002

EMCOR SERVICE

UNITED STATES

REGISTERED

75/895,801

1/12/2000

2,575,099

6/ 4/2002

EMCOR. TAKING KIDSAFETY TO THE STREET

CANADA

REGISTERED

1,295,595

3/28/2006

692378

7/19/2007

EMCOR. TAKING

EUROPEAN

PENDING

004987012

3/30/2006

C-1

TRADEMARK

COUNTRY

STATUS

APP. NO.

FILED

REG. NO.

REGISTERED

KIDSAFETY TO THE STREET

UNION (CT)

EMCOR. TAKING KIDSAFETY TO THE STREET

UNITED STATES

REGISTERED

78/704,379

8/31/2005

3,202,939

1/23/2007

FACILITIES EDGE

EUROPEAN UNION (CTM)

REGISTERED

002361426

9/ 3/2001

002361426

7/29/2003

FACILITIES EDGE

UNITED ARAB EMR

REGISTERED

44904

10/30/2001

35083

12/10/2002

FACILITIES EDGE

UNITED STATES

REGISTERED

76/308,780

9/ 4/2001

2,751,080

8/12/2003

FACILITIES EDGE

SOUTH AFRICA

REGISTERED

2001/14991

8/29/2001

2001/14991

3/29/2006

FACILITIES EDGE

SOUTH AFRICA

REGISTERED

2001/14992

8/29/2001

2001/14992

3/29/2006

FACILITIES EDGE

SOUTH AFRICA

REGISTERED

2001/14993

8/29/2001

2001/14993

3/29/2006

FACILITIES SERVICES TO THE POWER OF E

EUROPEAN UNION (CTM)

REGISTERED

002347367

8/22/2001

002347367

7/29/2003

FACILITIES SERVICES TO THE POWER OF E

UNITED KINGDOM

REGISTERED

2278742

8/23/2001

2278742

8/23/2001

FACILITIES SERVICES TO THE POWER OF E

SOUTH AFRICA

REGISTERED

2001/13774

8/10/2001

2001/13774

3/15/2006

FACILITIES SERVICES TO THE POWER OF E

UNITED STATES

PENDING

76/296,634

8/ 8/2001

FE (stylized)

UNITED STATES

REGISTERED

76/297,396

8/ 8/2001

2,753,922

8/19/2003

FE (stylized)

UNITED KINGDOM

REGISTERED

2278750

8/23/2001

2278750

8/23/2001

FE (stylized)

SOUTH AFRICA

REGISTERED

2001/14231

8/17/2001

2001/14231

11/10/2006

FE (stylized)

EUROPEAN UNION (CTM)

REGISTERED

002348597

8/22/2001

002348597

7/29/2003

KNOWLEDGE IN ACTION

SOUTH AFRICA

REGISTERED

2001/12275

7/16/2001

2001/12275

12/12/2005

KNOWLEDGE IN ACTION

UNITED STATES

REGISTERED

76/197,324

1/19/2001

2,648,390

11/12/2002

KNOWLEDGE IN ACTION

OMAN

REGISTERED

25925

7/17/2001

25925

9/21/2005

KNOWLEDGE IN ACTION

OMAN

REGISTERED

25924

7/17/2001

25924

9/21/2005

KNOWLEDGE IN ACTION

EUROPEAN UNION (CTM)

REGISTERED

002302230

7/16/2001

002302230

12/15/2003

THE POWER OF E

EUROPEAN UNION (CTM)

REGISTERED

002347656

8/22/2001

002347656

7/29/2003

THE POWER OF E

UNITED KINGDOM

REGISTERED

2278743

8/23/2001

2278743

8/23/2001

THE POWER OF E

SOUTH AFRICA

REGISTERED

2001/13773

8/10/2001

2001/13773

3/15/2006

Trademarks and Trademark Applications: CES Facilities Management Services

TRADEMARK

COUNTRY

STATUS

APP. NO.

FILED

REG. NO.

REGISTERED

CES

UNITED STATES

REGISTERED

76,087,071

7/11/2000

2,583,464

6/18/2002

C-2

Trademarks and Trademark Applications: Fluidics, Inc.

TRADEMARK

COUNTRY

STATUS

APP. NO.

FILED

REG. NO.

REGISTERED

F & Design

CANADA

REGISTERED

745047

1/12/1994

455,787

3/22/1996

F & Design

UNITED STATES

REGISTERED

74/413,681

7/16/1993

1,895,331

5/23/1995

FLUIDICS

CANADA

REGISTERED

745063

1/12/1994

447,654

9/15/1995

FLUIDICS

UNITED STATES

REGISTERED

75/975,919

7/16/1993

2,086,132

8/15/1997

FLUIDICS

UNITED STATES

REGISTERED

74/413,680

7/16/1993

2,085,139

8/5/1997

No other Debtor owns any intellectual property rights.

C-3

SCHEDULE D

INVESTMENT PROPERTY


	INVESTMENTS	AMOUNT OF INVESTMENT	PAYEE OR HOLDER

1.	State of Israel Bonds	$40,000 aggregate principal amount	Welsbach Electric Corp.

2.	Colony Holdings Ltd. (Bermuda)	60,000 shares —12% interest	Monumental Investment Corp.
3.	District Chilled Water Partnership	40% General Partnership in interest; equity approximately $20,000,000	Monumental Investment Corp.

4.	Baltimore Ravens	License (right) for 16 seats	The Xxxxx & Xxxx Corporation

5.	T.P.C. of Boston	$35,000 investment in country club membership	X. X. Xxxxxxx Corp.

6.	Ice Contractors, LLC.	6% interest in ice arena	JWP/Xxxx Electric Co. of Indiana, Inc.

7.	United Trades Insurance Company	One preferred share One ordinary share	E.L. Xxxxxx Company

8.	Cash Surrender Value of split dollar insurance policy	$1,229,000	Penguin Air Condition Corp.

9.	Specialty Trade Insurance Company	$15,000 investment in mutual insurance company	Xxxxxxxxx & Son, LP

10.	Cash Surrender Value of split dollar life insurance policy	$709,000	Xxxxxxxxx & Son, LP

11.	Drake & Xxxxx International llc (Abu Dhabi)	25% Interest	Drake & Xxxxx (Cayman Islands) Ltd

12.	F&G Mechanical Inc. (New York)	90 shares – 45% interest	F&G Mechanical Corp.

[COMPANY TO CONFIRM INVESTMENT PROPERTY ABOVE]

SCHEDULE E

COMMERCIAL TORT CLAIMS

NONE

SCHEDULE F

SUPPLEMENT TO SECURITY AGREEMENT

THIS SUPPLEMENT TO SECURITY AGREEMENT (the “Supplement”) is dated as of this _____ day of _____________, 20__ from _________________________, a(n) _____________ corporation/limited liability company/partnership (the “Debtor”), to Xxxxxx X.X., in its capacity as collateral agent for itself and certain other lenders (the “Agent”).

PRELIMINARY STATEMENTS

A. The Debtors and the Agent are parties to that certain Second Amended and Restated Security Agreement dated as of September ____, 2007 (such Second Amended and Restated Security Agreement, as the same may from time to time be amended, modified or restated, being hereinafter referred to as the “Security Agreement”). All capitalized terms used herein without definition shall have the same meanings herein as such terms are defined in the Security Agreement.

B. Pursuant to the Security Agreement, the Debtors granted to the Agent, among other things, a continuing security interest in all Commercial Tort Claims.

C. The Debtor has acquired a Commercial Tort Claim, and executes and delivers this Supplement to confirm and assure the Agent’s security interest therein.

NOW, THEREFORE, in consideration of the benefits accruing to the Debtors, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Debtor agrees as follows:

1. In order to secure payment of the Obligations, whether now existing or hereafter arising, the Debtor does hereby grant to the Agent a continuing lien on and security interest in the Commercial Tort Claim described below:

2. Schedule F (Commercial Tort Claims) to the Security Agreement is hereby amended to include reference to the Commercial Tort Claim referred to in Section 1 above. The Commercial Tort Claim described herein is in addition to, and not in substitution or replacement for, the Commercial Tort Claims heretofore described in and subject to the Security Agreement, and nothing contained herein shall in any manner impair the priority of the liens and security interests heretofore granted by the Debtors in favor of the Agent under the Security Agreement.

3. The Debtor agrees to execute and deliver such further instruments and documents and do such further acts and things as the Agent may deem necessary or proper to carry out more effectively the purposes of this Supplement.

4. No reference to this Supplement need be made in the Security Agreement or in any other document or instrument making reference to the Security Agreement, any reference to the Security Agreement in any of such items to be deemed a reference to the Security Agreement as supplemented hereby. The Debtor acknowledges that this Supplement shall be effective upon its execution and delivery by the Debtor to the Agent, and it shall not be necessary for the Agent to execute this Supplement or any other acceptance hereof or otherwise to signify or express its acceptance hereof.

5. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois (without regard to principles of conflicts of law).


		[INSERT NAME OF DEBTOR]

		By

			Name

			Title

F-2

SCHEDULE G

ASSUMPTION AND SUPPLEMENTAL SECURITY AGREEMENT

THIS AGREEMENT dated as of this _____ day of ______________, 200__ from [new debtor], a __________ corporation/limited liability company/partnership (the “New Debtor”), to Xxxxxx X.X. (“Xxxxxx”), as collateral agent for the Secured Creditors (defined in the Security Agreement hereinafter identified and defined) (Xxxxxx acting as such collateral agent and any successor or successors to Xxxxxx in such capacity being hereinafter referred to as the “Agent”);

WITNESSETH THAT:

WHEREAS, EMCOR Group, Inc. (the “Company”) and certain other parties have executed and delivered to the Agent that certain Second Amended and Restated Security Agreement dated as of September ___, 2007 or supplements thereto (such Second Amended and Restated Security Agreement, as the same may from time to time be modified or amended, including supplements thereto which add additional parties as Debtors thereunder, being hereinafter referred to as the “Security Agreement”) pursuant to which such parties (the “Existing Debtors”) have granted to the Agent for the benefit of the Secured Creditors a lien on and security interest in such Existing Debtors’ Collateral (as such term is defined in the Security Agreement) to secure the Obligations (as such term is defined in the Security Agreement) of the Borrowers referred to therein owing to the Agent and the Secured Creditors arising out of or related to the Credit Agreement and the Term Loan Agreement referred to therein; and

WHEREAS, the Borrowers provide the New Debtor with substantial financial, managerial, administrative, technical and design support and the New Debtor will directly and substantially benefit from credit and other financial accommodations extended and to be extended by the Secured Creditors to the Borrowers;

NOW, THEREFORE, FOR VALUE RECEIVED, and in consideration of advances made or to be made, or credit accommodations given or to be given, to the Borrowers by the Secured Creditors from time to time, the New Debtor hereby agrees as follows:

1. The New Debtor acknowledges and agrees that it shall become a “Debtor” party to the Security Agreement effective upon the date the New Debtor’s execution of this Agreement and the delivery of this Agreement to the Agent, and that upon such execution and delivery, all references in the Security Agreement to the terms “Debtor” or “Debtors” shall be deemed to include the New Debtor. Without limiting the generality of the foregoing, the New Debtor hereby repeats and reaffirms all grants (including the grant of a lien and security interest), covenants, agreements, representations and warranties contained in the Security Agreement as amended hereby, each and all of which are and shall remain applicable to the Collateral from time to time owned by the New Debtor or in which the New Debtor from time to time has any rights. Without limiting the foregoing, in order to secure payment of the Obligations, whether now existing or hereafter arising, the New Debtor does hereby grant to the Agent for the benefit

of the Secured Creditors, and hereby agrees that the Agent has and shall continue to have for the benefit of the Secured Creditors a continuing security interest in, among other things, all of the New Debtor’s Collateral (as such term is defined in the Security Agreement), including, without limitation, all of the New Debtor’s Receivables, Leases, General Intangibles, Inventory, Equipment, Investment Property, Pledged Notes, and all of the other Collateral described in, and subject to the limitations set forth in, Section 2 of the Security Agreement, each and all of such granting clauses being incorporated herein by reference with the same force and effect as if set forth in their entirety except that all references in such clauses to the Existing Debtors or any of them shall be deemed to include references to the New Debtor. Nothing contained herein shall in any manner impair the priority of the liens and security interests heretofore granted in favor of the Agent under the Security Agreement.

2. Schedules A-E to the Security Agreement shall be supplemented by the information stated below with respect to the New Debtor:

SUPPLEMENT TO SCHEDULE A


NAME OF DEBTOR (AND ORGANIZATION NO.)		CHIEF EXECUTIVE OFFICE		ADDITIONAL PLACES OF BUSINESS		LOCATION OF COLLATERAL HELD BY DEBTOR

SUPPLEMENT TO SCHEDULE B


DEBTOR’S NAME		PRIOR LEGAL NAME		TRADE NAMES/ NAMES IN PAST 5 YEARS

SUPPLEMENT TO SCHEDULE C

INTELLECTUAL PROPERTY RIGHTS

SUPPLEMENT TO SCHEDULE D

INVESTMENT PROPERTY

G-2

SUPPLEMENT TO SCHEDULE E

COMMERCIAL TORT CLAIMS

3. The New Debtor hereby acknowledges and agrees that the Obligations are secured by all of the Collateral according to, and otherwise on and subject to, the terms and conditions of the Security Agreement to the same extent and with the same force and effect as if the New Debtor had originally been one of the Existing Debtors under the Security Agreement and had originally executed the same as such an Existing Debtor.

4. All capitalized terms used in this Agreement without definition shall have the same meaning herein as such terms have in the Security Agreement, except that any reference to the term “Debtor” or “Debtors” and any provision of the Security Agreement providing meaning to such term shall be deemed a reference to the Existing Debtors and the New Debtor. Except as specifically modified hereby, all of the terms and conditions of the Security Agreement shall stand and remain unchanged and in full force and effect.

5. The New Debtor agrees to execute and deliver such further instruments and documents and do such further acts and things as the Agent may reasonably deem necessary or proper to carry out more effectively the purposes of this Agreement.

6. No reference to this Agreement need be made in the Security Agreement or in any other document or instrument making reference to the Security Agreement, any reference to the Security Agreement in any of such to be deemed a reference to the Security Agreement as modified hereby.

7. This Agreement shall be governed by and construed in accordance with the State of Illinois (without regard to principles of conflicts of law).


		[NEW DEBTOR]

		By

			Name

			Title

G-3

Document Metadata

Table of Contents

SECOND AMENDED AND RESTATED SECURITY AGREEMENT

Document Metadata