Attached files
| file | filename |
|---|---|
| 10-K - KSW INC | k177809_10k.htm |
| EX-32.2 - KSW INC | k177809_ex32-2.htm |
| EX-31.1 - KSW INC | k177809_ex31-1.htm |
| EX-21.1 - KSW INC | k177809_ex21-1.htm |
| EX-23.2 - KSW INC | k177809_ex23-2.htm |
| EX-23.1 - KSW INC | k177809_ex23-1.htm |
| EX-32.1 - KSW INC | k177809_ex32-1.htm |
| EX-11.1 - KSW INC | k177809_ex11-1.htm |
| EX-31.2 - KSW INC | k177809_ex31-2.htm |
 |
Exhibit
10.10
|
AMENDMENT
NO. 1 TO LOAN AGREEMENT
This
Amendment No. 1 (the "Amendment") dated as of January 15, 2010, is between Bank
of America, NA (the "Bank") and KSW, Inc. (the "Borrower").
RECITALS
A. The
Bank and the Borrower entered into a certain Loan Agreement dated as of April 1,
2007 (together with any
previous amendments, the "Agreement").
B. The
Bank and the Borrower desire to amend the Agreement.
AGREEMENT
1. Definitions.
Capitalized terms used but not defined in this Amendment shall have the meaning
given to them in the Agreement.
2. Amendments. The
Agreement is hereby amended as follows:
2.1 In
Paragraph 1.2, the lead sentence is hereby amended to read in full as
follows:
The line
of credit is available between the date of this Agreement and March 31, 2011, or
such earlier date as the availability may terminate as provided in this
Agreement (the "Facility No. 1 Expiration Date").
|
2.2
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Paragraph
1.4(a) is hereby amended to read in its entirety as
follows:
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(a) The interest rate is a rate per year equal to the Bank's Prime
Rate.
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2.3
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Paragraph
1.5(a) is hereby amended to read in its entirety as
follows:
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(a) The LIBOR Rate plus 2.0 percentage
points.
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3. Representations and
Warranties. When the Borrower signs this Amendment, the Borrower
represents and warrants to the Bank that: (a) there is no event which is, or
with notice or lapse of time or both would be, a default under the Agreement
except those events, if any, that have been disclosed in writing to the Bank or
waived in writing by the Bank (b) the representations and warranties in the
Agreement are true as of the date of this Amendment as if made on the date of
this Amendment, (c) this Amendment does not conflict with any law, agreement, or
obligation by which the Borrower is bound, and (d) if the Borrower is a business
entity or a trust, this Amendment is within the Borrower's powers, has been duly
authorized, and does not conflict with any of the Borrower's organizational
papers.
4. Conditions. This
Amendment will be effective when the Bank receives the following items, in form
and content acceptable to the Bank:
Ref #:
1000284731 : - KSW Inc
Amendment
to Loan Agreement
- 1
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4.1 If
the Borrower or any guarantor is anything other than a natural person, evidence
that the execution, delivery, and performance by the Borrower and/or such
guarantor of this Amendment and any instrument or agreement required under this
Amendment have been duly authorized.
5. Effect of Amendment.
Except as provided in this Amendment, all of the terms and conditions of the
Agreement shall remain in full force and effect.
6. Counterparts. This
Amendment may be executed in counterparts, each of which when so executed shall
be deemed an original, but all such counterparts together shall constitute but
one and the same instrument.
7. FINAL AGREEMENT. BY
SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT
REPRESENTS THE FINAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT
MATTER HEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR
OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER
HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF
TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE
CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES.
The
parties executed this Amendment as of the date stated at the beginning of this
Amendment, intending to create an instrument executed under
seal.
| BANK: | |||
| Bank of America, N.A. | |||
|
|
By:
|
/s/ Victoria Scolaro | |
| Victoria Scolaro, Vice President | |||
| BORROWER(S): | |||
| KSW, Inc. | |||
|
|
By:
|
/s/ Floyd Warkol | (Seal) |
| Floyd Warkol, Chief Executive Officer | |||
Ref #:
1000284731 : - KSW Inc
Amendment
to Loan Agreement
- 2
-
CONSENT AND REAFFIRMATION OF
GUARANTORS
Each of
the undersigned, as a guarantor of the Borrower's obligations to the Bank under
the Agreement, hereby (i) acknowledges and consents to the foregoing Amendment,
(ii) reaffirms its obligations under its respective guaranty in favor of the
Bank and under any agreement under which it has granted to the Bank a lien or
security interest in any of its real or personal property, and (iii) confirms
that such guaranty and other agreements (if any) remain in full force and
effect, without defense, offset, or counterclaim. (Capitalized terms used herein
shall have the meanings specified in the foregoing
Amendment.)
Although
each of the undersigned has been informed of the terms of the Amendment, each
understands and agrees that the Bank has no duty to so notify it or any other
guarantor or to seek this or any future acknowledgment, consent or
reaffirmation, and nothing contained herein shall create or imply any such duty
as to any transactions, past or future.
GUARANTOR(S):
KSW
Mechanical Services, Inc.
| By: | /s/ Floyd Warkol | (Seal) | |
| Floyd Warkol, Chief Executive Officer | |||
Ref #: 1000284731 : - KSW Inc
Amendment
to Loan Agreement
- 3
-