WLMS Williams Industrial Services Group Inc

On August 3, 2022, Williams Industrial Services Group Inc. (the “Company”) entered into an amendment (the “RC Amendment”) to its Revolving Credit and Security Agreement, dated December 16, 2020, by and among the Company and certain of its subsidiaries as borrowers or guarantors, PNC Bank, National Association, as agent for the lenders, and the lenders party thereto (as amended, the “RC Agreement”). Among other things, the RC Amendment (i) amends the calculation of EBITDA (as defined in the RC Agreement), effective as of June 30, 2022, to include (or “add back”) certain non-recurring losses and expenses relating to projects executed in Jacksonville, Florida, one-time costs and expenses incurred in connection with the Company’s transmission and distribution business unit start-up, and costs and expenses arising out of the Company’s litigation with a designated former executive and his employer (in each case, subject to certain specified dollar limits), (ii) permits advances against certain eligible receivables of one of the Company’s joint ventures (also subject to specified dollar limits), (iii) includes provisions that replace the London Interbank Offered Rate (LIBOR) interest rate with customary provisions based on the secured overnight financing rate (SOFR), and (iv) provides for the payment of a $25,000 amendment fee, plus applicable fees and expenses.

Also on August 3, 2022 (the “Signing Date”), but with an effective date of June 30, 2022, the Company entered into an amendment (the “Term Loan Amendment”) to its Term Loan, Guarantee and Security Agreement, dated December 16, 2020, by and among the Company and certain of its subsidiaries as borrowers or guarantors, EICF Agent LLC, as agent for the lenders, and the lenders party thereto (as amended, the “Term Loan Agreement”). Among other things, the Term Loan Amendment (i) amends and increases the Total Leverage Ratio (as defined in the Term Loan Agreement) applicable to the Company for certain periods, (ii) amends the calculation of Consolidated EBITDA (as defined in the Term Loan Agreement) to include (or “add back”) certain non-recurring losses and expenses relating to projects executed in Jacksonville, Florida, one-time costs and expenses incurred in connection with the Company’s transmission and distribution business unit start-up, and costs and expenses arising out of the Company’s litigation with a designated former executive and his employer (in each case, subject to certain specified dollar limits), (iii) provides for a fee of 1% of the then-outstanding principal balance due upon maturity of the term loan without duplication of fees paid in connection with the Company’s prepayment fee structure, (iv) extends the Company’s existing prepayment fee structure to require upon repayment (a) prior to the first anniversary of the Signing Date, a fee of 3% of the principal amount being repaid, (b) on or after the first anniversary of the Signing Date and prior to the second anniversary of the Signing Date, a fee of 2% of the principal amount being repaid, and (c) on or after the second anniversary of the Signing Date, a fee of 1% of the principal amount being repaid, and (v) provides for the payment of a $175,000 amendment fee, plus applicable fees and expenses.

The Company expects to include each of the RC Amendment and Term Loan Amendment as an exhibit to a future periodic report, to be filed with the U.S. Securities and Exchange Commission. The foregoing descriptions do not constitute a complete summary of the terms of the RC Amendment or the Term Loan Amendment and are qualified in their entirety by reference to the full text of the respective amendment.