Exhibit
10.2


 


FIRST AMENDMENT


TO


LOAN AND SECURITY AGREEMENT


 


DATED JANUARY 14, 2010


 


Reference is made to that certain LOAN
AND SECURITY AGREEMENT dated as of October 28, 2009 (the “Loan
and Security Agreement”), by and between PRIMORIS
SERVICES CORPORATION, a  Delaware
corporation  (the “Borrower”), which has its
chief executive office located at 26000 Commercentre Drive, Lake Forest,
California 92630, and THE PRIVATEBANK AND
TRUST COMPANY, (the “Bank”), whose address is 120 South LaSalle
Street, Chicago, Illinois 60603, Chicago, Illinois 60603.  All capitalized terms used herein without
definition shall have the same meanings herein as those terms have been defined
in the Loan and Security Agreement.


 


NOW THEREFORE, in consideration of the
premises, and the mutual covenants and agreements set forth herein, the
Borrower and Bank hereby agree to amend the Loan and Security Agreement as
follows:


 


Section A.             AMENDMENT


 


1.             The definition of “Letter of
Credit Maturity Date” in Section 1.1 Defined Terms is hereby
deleted and the following is inserted therefore:


 


“Letter of Credit Maturity Date” shall mean 15 months past the
Revolving Loan A Maturity Date.


 


2.               The first
sentence of Section 12.10 Letters of Credit is hereby deleted and
the following is inserted therefore:


 


12.10   Letters of Credit.  With respect to all Letters of Credit for
which presentment for honor shall not have occurred at the time of an
acceleration pursuant to this Section 12 and with respect to all Letters
of Credit with a Letter of Credit Maturity Date past the Revolving Loan A
Maturity Date, the Borrower shall at such time deposit in a cash collateral
account opened by the Bank an amount equal to the Letter of Credit Obligations
then outstanding.


 


Section B.             NO
OTHER CHANGE OF TERMS.


 


Except
as amended by the foregoing, no other terms of the Loan and Security Agreement
are in any way changed in this First Amendment and the Loan and Security
Agreement shall continue in full force and effect in accordance with its
original terms.  Reference to this
specific Amendment need not be made in the Loan and Security Agreement, or any
other instrument or document executed in connection therewith, any reference in
any such items to the Loan and Security Agreement being sufficient to refer to
the Loan and Security Agreement as amended hereby.


 

















 


Section C.             CONDITIONS
OF AMENDMENT.


 


Notwithstanding
any other provisions of this First Amendment, the Bank shall not be required to
continue all or any portion of the Loans if any of the following conditions
shall have occurred:


 


1.             Documents.   The Borrower shall have failed to execute
and deliver or shall have failed to cause to have executed and delivered to
Bank any of the following Documents, all of which must be satisfactory to the
Bank and the Bank’s counsel in form, substance and execution:


 


(a)           Amendment.   Two copies of the First Amendment duly
executed by the Borrower, as well as continued satisfaction of all conditions
set forth in the Loan and Security Agreement.


 


(b)           Reaffirmation of
Guaranties and Security Agreements.   
Two copies of the Reaffirmations of Guaranties and Security Agreements,
of even date herewith, duly executed by the Guarantors.


 


2.             Event of Default.   The Borrower hereby represents to the Bank
that no Event of Default or Unmatured Event of Default or Material Adverse
Effect has occurred or is continuing.


 


3.             Representations, Warranties and
Covenants. The Borrower hereby represents to the Bank that as of the date
hereof, the representations, warranties and covenants set forth in the Loan and
Security Agreement, as amended to date, are and shall be and remain true and
correct in all material respects (except that the financial covenants shall be
deemed to refer to the most recent financial statements of the Borrower
delivered to the Bank) and the Borrower is in full compliance with all other
terms and conditions of the Loan and Security Agreement.


 


[Signature Page to Follow]


 

















 


This
Amendment may be executed in counterpart, and by facsimile and by the different
parties on different counterpart signature pages, which taken together, shall
constitute one and the same Agreement. 
This Amendment shall be governed by internal laws of the State of
Illinois.


 


Dated
as of this 14th day of January 2010.


 


 


	
   

  	
  PRIMORIS SERVICES CORPORATION,

  
	
   

  	
  a
  Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Peter J. Moerbeek

  
	
   

  	
  Name:

  	
  Peter
  J. Moerbeek

  
	
   

  	
  Title:

  	
  CFO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Agreed
  and accepted:

  
	
   

  	
   

  	
   

  
	
   

  	
  THE PRIVATEBANK AND TRUST COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Steve Trepiccione

  
	
   

  	
  Name:

  	
  Steve
  Trepiccione

  
	
   

  	
  Title:

  	
  Managing
  Director