Ksw Inc Sample Contracts

Ksw Inc – SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF KSW, INC. Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware (October 11th, 2012)

KSW, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:

Ksw Inc – SECOND AMENDED AND RESTATED BYLAWS OF KSW, INC. (October 11th, 2012)
Ksw Inc – Settlement Term Sheet (October 4th, 2012)
Ksw Inc – TENDER AND SUPPORT AGREEMENT (September 10th, 2012)

This TENDER AND SUPPORT AGREEMENT (this “Agreement”) dated September 7, 2012, is by and among Kool Acquisition LLC, a Delaware limited liability company (“Parent”), Kool Acquisition Corporation, a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”) and Floyd Warkol (the “Stockholder”), in his individual capacity.

Ksw Inc – AGREEMENT AND PLAN OF MERGER BY AND AMONG KOOL ACQUISITION LLC KOOL ACQUISITION CORPORATION THE RELATED COMPANIES, L.P. (solely with respect to Section 9.12) AND KSW, INC. DATED AS OF SEPTEMBER 7, 2012 (September 10th, 2012)

This AGREEMENT AND PLAN OF MERGER, dated as of September 7, 2012 (as amended, supplemented or otherwise modified from time to time, (this “Agreement”), is entered into by and among Kool Acquisition LLC, a Delaware limited liability company (“Parent”), Kool Acquisition Corporation, a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”), KSW, Inc., a Delaware corporation (the “Company”) and, solely with respect to Section 9.12, The Related Companies, L.P., a New York limited partnership (“Parent Guarantor”). Each of Parent, Merger Sub and the Company are referred to herein as a “Party” and together as “Parties.”

Ksw Inc – AMENDMENT NO. 2 TO AMENDED AND RESTATED BY-LAWS OF KSW, INC. (February 1st, 2012)

This Amendment No. 2 to the Amended and Restated By-Laws (the "By-Laws") of KSW, Inc., a Delaware corporation (the “Company”), is adopted by the Board of Directors of the Company on January 27, 2012.

Ksw Inc – AMENDMENT NO. 1 TO AMENDED AND RESTATED BY-LAWS OF KSW, INC. (January 11th, 2012)

This Amendment No. 1 to the Amended and Restated By-Laws (the "By-Laws") of KSW, Inc., a Delaware corporation (the “Company”), is adopted by the Board of Directors of the Company on January 5, 2012.

Ksw Inc – AMENDMENT NO. 2 TO LOAN AGREEMENT (March 22nd, 2011)
Ksw Inc – AMENDMENT NO. 1 TO LOAN AGREEMENT (March 19th, 2010)
Ksw Inc – SECOND AMENDATORY EMPLOYMENT AGREEMENT (November 13th, 2009)

SECOND AMENDATORY EMPLOYMENT AGREEMENT (the “Amendatory Agreement”), dated as of September 25, 2009, by and among KSW Mechanical Services, Inc., a Delaware corporation (the “Company”), KSW, Inc., a Delaware corporation (“KSWI”) and Floyd Warkol (“Warkol”).

Ksw Inc – January 26, 2009 Floyd Warkol, Chief Executive Officer KSW, INC. 37-16 23rd Street Long Island City, NY 11101 Dear Mr. Warkol: Bank of America, N.A. is pleased to renew the availability period for your Two Million and 00/100 Dollars ($2,000,000.00) revolving line of credit documented by Facility No. 1 of the Loan Agreement dated April 1, 2007 (including any previous amendments, the “Agreement”). (March 25th, 2009)

Effective as of the current Expiration Date of April 1, 2009, the availability period shall be extended and shall expire on the new Expiration Date of April 1, 2010. All other terms and conditions of the Agreement shall remain in full force and effect.

Ksw Inc – AMENDATORY EMPLOYMENT AGREEMENT (March 14th, 2007)

Exhibit 10.4 AMENDATORY EMPLOYMENT AGREEMENT AMENDATORY EMPLOYMENT AGREEMENT (the "Amendatory Agreement"), dated as of March 6, 2007, by and among KSW Mechanical Services, Inc., a Delaware corporation (the "Company"), KSW, Inc., a Delaware corporation ("KSWI") and Floyd Warkol ("Warkol"). W I T N E S S E T H: WHEREAS, Warkol is employed by the Company and KSWI pursuant to an Employment Agreement, dated as of January 1, 2006, by and among the Company, KSWI and Warkol (the "Employment Agreement"). WHEREAS, the Company, KSWI and Warkol wish to provide for the extension of the Term of the Employment Agreement. NOW, THEREFORE, in consideration of the mutual premises contained herein, the parties hereto hereby agree as follows: 1. All terms used herein that are defined in the Employment Agreement shall have the meanings pr

Ksw Inc – EMPLOYMENT AGREEMENT (September 15th, 2005)

EXHIBIT 10.1 EMPLOYMENT AGREEMENT BY AND AMONG KSW MECHANICAL SERVICES, INC. KSW, INC. AND FLOYD WARKOL Effective as of January 1, 2006 EMPLOYMENT AGREEMENT -------------------- EMPLOYMENT AGREEMENT effective January 1, 2006 (this "Agreement"), by and among KSW MECHANICAL SERVICES, INC., a Delaware Corporation, (the "Company"), KSW, Inc., a Delaware Corporation ("KSWI"), and FLOYD WARKOL ("Warkol"). WHEREAS, the Company is a subsidiary of KSWI; WHEREAS, the Company recognizes that Warkol can contribute to the growth and success of the Company and desires to retain the benefits of Warkol's kno

Ksw Inc – AMENDATORY EMPLOYMENT AGREEMENT (November 16th, 2004)

Exhibit 10.1 AMENDATORY EMPLOYMENT AGREEMENT AMENDATORY EMPLOYMENT AGREEMENT (the "Amendatory Agreement"), dated as of November 10, 2004, by and among KSW Mechanical Services, Inc., a Delaware corporation (the "Company"), KSW, Inc., a Delaware corporation ("KSWI") and Floyd Warkol ("Warkol"). W I T N E S S E T H : WHEREAS, Warkol is employed by the Company and KSWI pursuant to an Employment Agreement, dated as of April 1, 2004, by and among the Company, KSWI and Warkol (the "Employment Agreement"); WHEREAS, the Company, KSWI and Warkol wish to provide for the amendment of certain terms of the Employment Agreement; NOW, THEREFORE, in consideration of the mutual premises contained herein, the parties hereto hereby agree as follows: 1. All terms used herein that are defined in the Employment Agreement shall have the

Ksw Inc – EMPLOYMENT AGREEMENT (November 15th, 2004)

EXHIBIT 10.1 EMPLOYMENT AGREEMENT BY AND AMONG KSW MECHANICAL SERVICES, INC. KSW, INC. AND FLOYD WARKOL DATED AS OF APRIL 1, 2004 EMPLOYMENT AGREEMENT -------------------- EMPLOYMENT AGREEMENT dated as of April 1, 2004 (this "Agreement"), by and among KSW MECHANICAL SERVICES, INC., a Delaware Corporation, (the "Company"), KSW, Inc., a Delaware Corporation ("KSWI"), and FLOYD WARKOL ("Warkol"). WHEREAS, the Company is a subsidiary of KSWI; WHEREAS, the Company recognizes that Warkol can contribute to the growth and success of the Company and desires to retain the benefits of Warkol's

Ksw Inc – RE: WCMA LINE OF CREDIT NO. 862-07W54 ("WCMA LINE OF CREDIT") (August 16th, 2004)

EXHIBIT 10.14 MERRILL LYNCH LETTERHEAD June 30, 2004 Mr. Floyd Warkol/President KSW Mechanical Services Inc. 37-16 23rd Street Long Island City, NY 11101 RE: WCMA LINE OF CREDIT NO. 862-07W54 ("WCMA LINE OF CREDIT") Dear Mr. Warkol, It is the understanding of Merrill Lynch Business Financial Services Inc. ("MLBFS") that KSW Mechanical Services Inc. ("Customer") is seeking alternative financing for the WCMA Line of Credit with other lenders, and intends to fully repay any obligations to MLBFS and discontinue the WCMA Line of Credit by August 31, 2004. Pursuant to that understanding, this letter will serve to advise you that MLBFS has approved a temporary renewal of the WCMA Line of Credit until August 31, 2004. In connection with this extension, a $2,000.00 fee will be charged to WCMA Account No. 862-07W54. On August 31,

Ksw Inc – AGREEMENT OF INDEMNITY (March 30th, 2004)

Exhibit 10.12 LETTERHEAD OF XL SURETY AGREEMENT OF INDEMNITY This Agreement of Indemnity, made and entered into this 24th day of May, 2001 by the following individuals, business entities partnerships, limited liability companies and/or corporations: Name Social Security or Tax ID Number ---- -------------------------------- KSW, Inc. 11-3191686 -------------------------------------------------------------------------------- KSW Mechanical Services, Inc. 11-3191685 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------

Ksw Inc – RE: WCMA LINE OF CREDIT NO. 862-07W54 (March 30th, 2004)

Exhibit 10.11 Private Client Group MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC. 222 North LaSalle Street 17th Floor Chicago, Illinois 60601 312/499-3177 FAX 312/499-3256 MERRILL LYNCH January 27, 2004 Mr. Richard Lucas KSW Mechanical Services, Inc. 37-16 23rd Street Long Island City, NY 11101 RE: WCMA LINE OF CREDIT NO. 862-07W54 Dear Mr. Lucas, It is a pleasure to inform you that we have approved a 6-month extension of th

Ksw Inc – MERRILL LYNCH WCMA(R)LOAN AND SECURITY AGREEMENT ============================== ================================================== (March 30th, 2004)

Exhibit 10.10 MERRILL LYNCH WCMA(R)LOAN AND SECURITY AGREEMENT ================================================================================ WCMA LOAN AND SECURITY AGREEMENT NO. 862-07W54 ("Loan Agreement") dated as of May 23, 2001, between KSW MECHANICAL SERVICES, INC., a corporation organized and existing under the laws of the State of Delaware having its principal office at 37-16 23rd Street, Long Island City, NY 11101 ("Customer"), and MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC., a corporation organized and existing under the laws of the State of Delaware having its principal office at 222 North LaSalle Street, Chicago, IL 60601 ("MLBFS"). In accordance with that certain WORKING CAPITAL MANAGEMENT(R) ACCOUNT AGREEMENT NO. 862-07W54 ("WCMA Agreement") between Customer and MLBFS' affiliate, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED ("MLPF&S"), Customer has subscribed to

Ksw Inc – Employment Agreement (March 30th, 2004)

Exhibit 10.13 Employment Agreement This agreement is dated as of April 1, 2003 and is between KSW, Inc., a Delaware Corporation ("the Company") and Floyd Warkol ("Warkol"). WHEREAS, Warkol has been employed by the Company and its subsidiary, KSW Mechanical Services, Inc. as their Chief Executive Officer ("CEO"); and WHEREAS, the parties hereto which to confirm Warkol's continued employment as CEO through March 31, 2004; NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows: 1. The Company agrees to employ Warkol as Chief Executive Officer of the Company and its subsidiary through March 31, 2004. 2. As compensation for Warkol's services, he shall continue to receive an annualized salary of $420,000, payable weekly. 3. In addition, Warkol shall be entitled to continue to receive the same benefits as set f

Ksw Inc – SECOND AMENDATORY EMPLOYMENT AGREEMENT (March 30th, 1999)

SECOND AMENDATORY EMPLOYMENT AGREEMENT SECOND AMENDATORY EMPLOYMENT AGREEMENT, dated as of December 18, 1998, by and among KSW Mechanical Services, Inc., a Delaware corporation (the "Company"), KSW, Inc., a Delaware corporation ("KSWI") and Burton Reyer ("Reyer"). W I T N E S S E T H WHEREAS, Reyer is employed by the Company and KSWI pursuant to an Employment Agreement, dated as of January 1, 1994, by and among the Company, KSWI and Reyer (the "Employment Agreement"), as amended by the Amendatory Employment Agreement, dated as of December 15, 1995; and WHEREAS, the Company, KSWI and Reyer wish to provide for the amendment of certain terms of the Employment Agreement; NOW THEREFORE, in consideration of the mutual promises contained herein, the parties hereto hereby agree as follows: 1. All terms used herein that are defined in the Employment Agreement shall have the meanings provided therein, unless othe

Ksw Inc – SECOND AMENDATORY EMPLOYMENT AGREEMENT (March 30th, 1999)

SECOND AMENDATORY EMPLOYMENT AGREEMENT SECOND AMENDATORY EMPLOYMENT AGREEMENT, dated as of December 18, 1998, by and among KSW Mechanical Services, Inc., a Delaware corporation (the "Company"), KSW, Inc., a Delaware corporation ("KSWI") and Floyd Warkol ("Warkol"). W I T N E S S E T H WHEREAS, Warkol is employed by the Company and KSWI pursuant to an Employment Agreement, dated as of January 1, 1994, by and among the Company, KSWI and Warkol (the "Employment Agreement"), as amended by the Amendatory Employment Agreement, dated as of December 15, 1995; and WHEREAS, the Company, KSWI and Warkol wish to provide for the amendment of certain terms of the Employment Agreement; NOW THEREFORE, in consideration of the mutual promises contained herein, the parties hereto hereby agree as follows: 1. All terms used herein that are defined in the Employment Agreement shall have the meanings provided therein, unless otherwis