Exhibit 10.1


 


Third Amendment to Credit
Agreement


 


This Third Amendment
to Credit Agreement (herein, this “Amendment”) is entered into as of March 21, 2018, by and among Limbach
Facility Services LLC, a Delaware limited liability company (the “Borrower”), Limbach
Holdings LLC, a Delaware limited liability company (the “Parent”), Limbach
Holdings, Inc., a Delaware corporation (“Limbach, Inc.”), the other Guarantors party hereto, the Lenders
party hereto, and Fifth Third Bank, an Ohio banking corporation, as Administrative
Agent and L/C Issuer.


 


Recitals:


 


A.           The Borrower, the Parent, the
other Guarantors party thereto, the Lenders party thereto, and the Administrative Agent are party to a Credit Agreement dated as
of July 20, 2016 (as amended, modified, restated, or supplemented from time to time, the “Credit Agreement”).


 


B.           The Borrower,
the Lenders and the Administrative Agent have agreed to join Limbach, Inc. as a Guarantor to the Credit Agreement, and to make
certain amendments to the Credit Agreement in connection therewith, in each case, pursuant to the terms and conditions set forth
herein.


 


Now,
Therefore, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties
hereto agree as follows:


 


Section 1.           Incorporation
of Recitals; Defined Terms.


 


The Borrower and the
Guarantors acknowledge that the Recitals set forth above are true and correct. This Amendment shall constitute a Loan Document,
and the Recitals shall be construed as part of this Amendment. Each capitalized term used but not otherwise defined herein, including
capitalized terms used in the introductory paragraph hereof and the Recitals, has the meaning assigned to it in the Credit Agreement.


 


Section 2.           Amendments
to Credit Agreement.


 


Upon satisfaction of
the conditions precedent set forth in Section 3 hereof, the Credit Agreement shall be and hereby is amended as follows:


 


2.1.       The
definition of “Applicable Margin”, “Fixed Charge Coverage Ratio”, “Interest Expense”,
“Net Income”, “Senior Leverage Ratio”, “Subordinated Debt”, “Tangible
Net Worth”, and “Total Funded Debt” appearing in Section 1.1 of the Credit Agreement are each amended
by replacing the reference to “the Parent” in each place it appears therein with “Limbach, Inc.”


 






    	 	   	 



     


    

 


2.2.       The
following definitions appearing in Section 1.1 of the Credit Agreement are amended and restated in their entireties to read as
follows:


 


“EBITDA”
means, with reference to any period, Net Income for such period plus, without duplication, the sum of all amounts deducted
in arriving at such Net Income amount in respect of (a) Interest Expense for such period, (b) federal, state, and local
income taxes for such period, (c) depreciation of fixed assets and amortization of intangible assets for such period, (d)
transaction expenses incurred during such period in connection with Permitted Acquisitions, whether or not consummated, not to
exceed $50,000 in the aggregate during such period, (e) non-recurring, one-time costs and expenses approved by the Administrative
Agent in its sole discretion in an aggregate amount not to exceed $250,000 during such period, (f) losses or other charges related
to Legacy Claims during such period in an amount not to exceed $500,000 during such period and in an aggregate amount not to exceed
$2,500,000 during the term of this Agreement, and (g) non-cash charges, including stock based compensation expenses, incurred during
such period, minus all amounts included in arriving at such Net Income in respect of non-cash gains realized during such
period.


 


“Excess
Cash Flow” means, with respect to any period, the amount (if any) by which (a) EBITDA (without giving effect to any pro
forma adjustments made pursuant to the definition of Net Income) during such period exceeds (b) the sum (without duplication)
of (i) the aggregate amount of payments (including voluntary prepayments of the Term Loans) actually made by Limbach, Inc. and
its Subsidiaries during such period in respect of all principal on all Indebtedness (whether at maturity, as a result of mandatory
sinking fund redemption, mandatory prepayment, acceleration or otherwise, but excluding payments made on the Revolving Credit),
plus (ii) the aggregate amount of Capital Expenditures made by Limbach, Inc. and its Subsidiaries during such period and
not financed with proceeds of Indebtedness (but excluding credit extended under the Revolving Credit), plus (iii) the aggregate
amount of all federal, state and local taxes paid in cash with respect to such period, plus (iv) the aggregate amount of
Interest Expense for such period paid in cash, plus (v) the cash portion of any Restricted Payments made pursuant to Section
6.15(b) or 6.15(c), plus (vi) the cash portion of any Legacy Claims during such period in an aggregate amount not to exceed
$500,000 during such period and in an aggregate amount not to exceed $2,500,000 during the term of this Agreement, plus (vii)
transaction expenses paid in cash during such period in connection with Permitted Acquisitions, whether or not consummated, not
to exceed $50,000 in the aggregate during such period.


 


“Fixed
Charges” means, with reference to any period, the sum of (a) all scheduled payments of principal made or to be made during
such period with respect to Indebtedness (for clarity, excluding mandatory prepayments pursuant to Section 2.8(b)(v)) (“Principal
Payments”) of Limbach, Inc. and its Subsidiaries, plus (b) the cash portion of any Interest Expense for such period,
plus (c) Restricted Payments made by Limbach, Inc. and its Subsidiaries during such period pursuant to Section 6.15(b),
plus (d) without duplication, federal, state, and local income taxes paid in cash by Limbach, Inc. and its Subsidiaries
during such period.


 






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“Guarantors”
means and includes Limbach, Inc., the Parent, each direct and indirect Subsidiary of the Borrower, and the Borrower, in its
capacity as a guarantor of the Secured Obligations of another Loan Party.


 


“L/C
Sublimit” means $8,000,000, as reduced pursuant to the terms hereof.


 


2.3.       Section
1.1 of the Credit Agreement is amended to add the following new defined term in its appropriate alphabetical position to read in
its entirety as follows:


 


“Third
Amendment Effective Date” means March 21, 2018.


 


2.4.       Clause
(b)(v) of Section 2.8 of the Credit Agreement is amended and restated in its entirety to read as follows:


 


(v)       On
or before May 1 of each year, beginning May 1, 2018, the Borrower shall prepay the then-outstanding Loans by an amount equal
to 50% of Excess Cash Flow of Limbach, Inc. and its Subsidiaries for the most recently completed fiscal year of Limbach, Inc.;
provided that, if at any time (A) the Senior Leverage Ratio is less than 2.00:1.00 as of the end of two consecutive fiscal
quarters of Limbach, Inc., and Limbach, Inc. has delivered to the Administrative Agent the compliance certificate required by Section
6.1(c) evidencing such computations of the Senior Leverage Ratio and (B) no Default or Event of Default has occurred and is continuing
on such dates, then the Borrower shall prepay the then-outstanding Loans by an amount equal to 25% of Excess Cash Flow for the
duration of this Agreement; provided, further, that no Excess Cash Flow payment shall be required under this Section 2.8(b)(v)
for the duration of this Agreement to the extent that (x) the Senior Leverage Ratio is less than 1.50:1.00 as of the end of two
consecutive fiscal quarters of Limbach, Inc. and Limbach, Inc. has delivered to the Administrative Agent the compliance certificate
required by Section 6.1(c) evidencing such computations of the Senior Leverage Ratio and (y) no Default or Event of Default has
occurred and is continuing on such dates. The amount of each such prepayment shall be applied first to the outstanding Bridge Term
Loans until paid in full, then to the outstanding Term Loans until paid in full, then to the Revolving Loans until paid in full
(without a permanent reduction of the Revolving Commitments), and then to the Swing Loans.


 


2.5.       The
second sentence appearing in Section 5.3 of the Credit Agreement is amended and restated in its entirety to read as follows:


 


As of any date
after the Third Amendment Effective Date, the consolidated balance sheet of Limbach, Inc. and its Subsidiaries and the related
consolidated statements of income and retained earnings and of cash flows most recently furnished to the Administrative Agent pursuant
to Section 6.1(a), fairly and adequately present in all material respects the consolidated financial condition of Limbach, Inc.
and its Subsidiaries as at said dates and the consolidated results of their operations and cash flows for the periods then ended
in conformity with GAAP applied on a consistent basis.


 






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2.6.       Clause
(a) of Section 6.1 of the Credit Agreement is amended by replacing the reference to “the Parent” in each place
it appears therein with “Limbach, Inc.”


 


2.7.       Clauses
(b) and (c) of Section 6.1 of the Credit Agreement are amended and restated in their entireties to read as follows:


 


(b)       Annual
Statements. Within one hundred twenty (120) days after the close of each fiscal year of Limbach, Inc., (i) a copy of Limbach,
Inc.’s consolidated balance sheet as of the last day of the fiscal year then ended and Limbach, Inc.’s consolidated
statements of income, retained earnings, and cash flows for the fiscal year then ended, and accompanying notes thereto, each in
reasonable detail showing in comparative form the figures for the previous fiscal year, accompanied by an unqualified opinion of
a firm of independent public accountants of recognized national standing, selected by the Loan Parties and reasonably acceptable
to the Administrative Agent, to the effect that the consolidated financial statements have been prepared in accordance with GAAP
and present fairly in accordance with GAAP the consolidated financial condition of Limbach, Inc. and its Subsidiaries as of the
close of such fiscal year and the results of their operations and cash flows for the fiscal year then ended and that an examination
of such accounts in connection with such financial statements has been made in accordance with generally accepted auditing standards;
provided, that, for the fiscal year ending December 31, 2017, such audited financial statements shall include a footnote
confirming that the Loan Parties are in compliance with the financial covenants set forth in Section 6.20, and (ii) a certificate
in form and substance reasonably acceptable to the Administrative Agent setting forth the consolidating balance sheet and income
statement derived from the audited financial statements delivered pursuant to clause (b)(i) above for the fiscal year then ended,
which shall be certified by the Chief Financial Officer or other Duly Authorized Officer of Limbach, Inc. acceptable to the Administrative
Agent.


 


(c)       Officer’s
Certificates. Within fifty (50) days after the end of each of the first three fiscal quarters of each fiscal year of Limbach,
Inc., and within seventy-five (75) days after the end of the last fiscal quarter of each fiscal year of Limbach, Inc., and at the
time of the delivery of the financial statements provided for in Section 6.1(b), commencing with the fiscal quarter of Limbach,
Inc. ending December 31, 2017, (i) a certificate of the Chief Financial Officer or other Duly Authorized Officer of Limbach,
Inc. acceptable to Administrative Agent in the form of Exhibit E (A) stating no Default or Event of Default has occurred
and is continuing during the period covered by such statements or, if a Default or Event of Default exists, a detailed description
of the Default or Event of Default and all actions the Loan Parties are taking with respect to such Default or Event of Default,
(B) confirming that the representations and warranties stated in Section 5 remain true and correct (or, in the case of
any representation or warranty not qualified as to materiality, true and correct in all material respects) as of said time, except
to the extent such representations and warranties relate to an earlier date (and in such case, confirming they are true and correct
(or, in the case of any representation or warranty not qualified as to materiality, true and correct in all material respects)
as of such earlier date), (C) showing detailed covenant calculations evidencing the Loan Parties’ compliance with the
covenants set forth in Section 6.20 and (D) including a schedule in form and substance reasonably satisfactory to the Administrative
Agent listing in reasonable detail any and all (x) non-recurring, one-time costs and expenses for the four fiscal quarters then
ended and (y) non-cash charges, including stock based compensation expenses, incurred during the four fiscal quarters then ended;
and (ii) a comparison of the current year to date financial results (other than in respect of the balance sheets included
therein) against the budgets required to be submitted pursuant to Section 6.1(d).


 






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2.8.       Clauses
(d), (g) and (k) of Section 6.1 of the Credit Agreement are each amended by replacing the reference to “the Parent”
in each place it appears therein with “Limbach, Inc.”


 


2.9.       The
last sentence of Section 6.2 of the Credit Agreement is amended and restated in its entirety to read as follows:


 


Limbach, Inc.,
the Parent and the Borrower agree to pay (and shall cause each of their Subsidiaries to pay) on demand all reasonable costs, expenses
and fees incurred by the Administrative Agent in connection with any inspections, examinations, or audits of any of the Loan Parties
performed by the Administrative Agent under this Section 6.2.


 


2.10       Clause
(e) of Section 6.11 of the Credit Agreement is amended and restated in its entirety to read as follows:


 


(e)       Guarantees
made by Limbach, Inc. and/or the Parent of Indebtedness allowed under this Section 6.11, provided that such guarantees are
made in the ordinary course of business;


 


2.11.       Clause
(h) of Section 6.13 of the Credit Agreement is amended by replacing the reference to “the Borrower” appearing
therein with “Limbach, Inc.”


 


2.12.       Clause
(d) of Section 6.14 of the Credit Agreement is amended and restated in its entirety to read as follows:


 


(d)        the
Loan Parties’ existing Investments in their respective Subsidiaries on the Closing Date, and Investments made from time to
time in other Loan Parties;


 






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2.13.       Section
6.15 of the Credit Agreement is amended and restated in its entirety to read as follows:


 


Section
6.15. Restricted Payments. No Loan Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, declare
or make any Restricted Payments; provided, however, that the foregoing shall not operate to prevent:


 


(a)       the
making of dividends or distributions by any Subsidiary to the Borrower or by any Subsidiary to any other Loan Party that is the
parent entity of such Subsidiary;


 


(b)       so
long as no Event of Default or Default exists or would result therefrom, the Borrower may purchase or redeem (or make distributions
to Limbach, Inc. to permit Limbach, Inc. to purchase or redeem) equity interests of Limbach, Inc. held by employees upon the termination
of such employees, pursuant to that certain Omnibus Incentive Plan of Limbach, Inc., not to exceed $100,000 in any fiscal year
of Limbach, Inc. or $500,000 in the aggregate;


 


(c)       so
long as no Event of Default or Default exists or would result therefrom, the Borrower may make a one-time distribution to the Parent,
and the Parent may, in turn, make a one-time distribution to Limbach, Inc., to permit Limbach, Inc. to make the Preferred Stock
Repurchase; provided, that (i) the Preferred Stock Repurchase Distribution is made on or prior to January 14, 2018, (ii)
the Preferred Stock Repurchase Distribution does not exceed $10,000,000, and (iii) the proceeds of the Preferred Stock Repurchase
Distribution are used to make the Preferred Stock Repurchase on or prior to January 14, 2018 (the “Preferred Stock Repurchase
Distribution”).


 


2.14.       Clauses
(b), (c) and (d) of Section 6.20 of the Credit Agreement are each amended by replacing the reference to “the Parent”
in each place it appears therein with “Limbach, Inc.”


 


2.15.       Clause
(e)(i) of Section 6.20 is amended and restated in its entirety to read as follows:


 


(i)       Cash
Equity Contribution Requirements. In the event Limbach, Inc. and its Subsidiaries fail to comply with the financial covenants
set forth in this Section 6.20(a), (b), (c) or (d) as of the last day of any fiscal quarter, any cash equity contribution
by Limbach, Inc. to the Parent, which, in turn, will make a cash equity contribution to the Borrower, after the last day of such
fiscal quarter and on or prior to the day that is fifteen (15) days after the day on which financial statements are required to
be delivered for such fiscal quarter will, at the irrevocable election of Limbach, Inc., be included in the calculation of EBITDA
solely for the purposes of determining compliance with such covenants at the end of such fiscal quarter and any subsequent period
that includes such fiscal quarter (any such equity contribution so included in the calculation of EBITDA, a “Specified
Equity Contribution”); provided that:


 






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(A)       notice
of Limbach, Inc.’s intent to receive a Specified Equity Contribution shall be delivered in writing no later than the day
on which financial statements are required to be delivered for the applicable fiscal quarter,


 


(B)       the
amount of any Specified Equity Contribution will be no greater than the amount required to cause Limbach, Inc. to be in compliance
with such covenants,


 


(C)       all
Specified Equity Contributions will be disregarded for purposes of the calculation of EBITDA for all other purposes, including
calculating basket levels, pricing, determining compliance with incurrence based or pro forma calculations or conditions,
and other items governed by reference to EBITDA,


 


(D)       there
shall be no more than three (3) Specified Equity Contributions during the term of this Agreement,


 


(E)       in
each consecutive two fiscal quarter period, there shall be a period of at least one (1) fiscal quarter in respect of which no Specified
Equity Contribution is made,


 


(F)       the
proceeds received by the Borrower from all Specified Equity Contributions shall be promptly used by the Borrower to prepay the
Bridge Term Loans until paid in full, and then to prepay the Term Loans (and such prepayment shall be applied to the remaining
principal installments thereof in inverse order of maturity), and


 


(G)       any
Loans prepaid with the proceeds of Specified Equity Contributions shall be deemed outstanding for purposes of determining compliance
with such covenants for the current fiscal quarter and any subsequent period that includes such fiscal quarter.


 


Notwithstanding anything to the
contrary in this Agreement, upon timely receipt by Limbach, Inc. in cash of the appropriate Specified Equity Contribution, if after
giving effect thereto as set forth above no Event of Default would then exist under Section 6.20(a), (b), (c) and/or (d) on
a pro forma basis, the applicable Event(s) of Default under Section 6.20(a), (b), (c) and/or (d) shall be deemed cured.


 


2.16.       Clause
(e)(ii) of Section 6.20 of the Credit Agreement is amended by replacing the reference to “the Parent” in each
place it appears therein with “Limbach, Inc.”


 






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2.17.       Section
6.25 of the Credit Agreement is amended and restated in its entirety to read as follows:


 


           Section
6.25.           Limitations on Limbach, Inc. and the Parent.  (a) Limbach, Inc. shall not, directly or indirectly, (i) other
than with respect to its own Ownership Interests, enter into or permit to exist any transaction (including the incurrence or assumption
of Indebtedness (other than this Agreement, the other Loan Documents, and Indebtedness permitted by Section 6.11), any purchase,
sale, lease or exchange of any Property, or the rendering of any service) between itself and any other Person or (ii) engage in
any material business or conduct any material activity (including the making of any investment or payment other than payments permitted
hereunder), in each case, other than:


 


(A)       investments
in the Parent, Borrower and their Subsidiaries permitted hereunder,


 


(B)       the
undertaking of all actions necessary or advisable in connection with being a publicly-traded company whether under the applicable
laws of the U.S. Securities and Exchange Commission or the rules of any market on which the equity securities of Limbach, Inc.
are traded or quoted, including the NASDAQ Capital Market, and the performance of ministerial activities and payment of taxes and
administrative fees necessary for the maintenance of its existence and compliance with applicable laws and legal, tax and accounting
matters related thereto,


 


(C)       transactions
or activities relating to its employees, directors and officers,


 


(D)       activities
relating to the performance of obligations under the Loan Documents,


 


(E)       the
receipt and payment of Restricted Payments permitted under Section 6.15,


 


(F)       any
other transaction or activity that Limbach, Inc. is permitted to take under any Loan Document,


 


(G)       the
performance of its obligations with respect to the Loan Documents,


 


(H)       financing
activities, including the issuance of equity securities, and to the extent expressly permitted hereby, the issuance of debt securities,
the providing of guarantees, payment of dividends, and making contributions to the capital of the Parent and the Borrower,


 






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(I)       holding
any cash or property (but not operating any property of any Loan Party or operating any business, except as otherwise permitted
by this Section),


 


(J)       providing
indemnification to officers, managers and directors, and


 


(K)       activities
and contractual rights and obligations incidental and reasonably related to the businesses or activities described in clauses (A)
through (J) of this Section 6.25(a).


 


(b)       The
Parent shall not, directly or indirectly, (i) other than with respect to its own Ownership Interests, enter into or permit
to exist any transaction (including the incurrence or assumption of Indebtedness (other than this Agreement, the other Loan Documents,
and Indebtedness permitted by Section 6.11), any purchase, sale, lease or exchange of any Property, or the rendering of any service)
between itself and any other Person or (ii) engage in any material business or conduct any material activity (including the making
of any investment or payment other than payments permitted hereunder), in each case, other than:


 


(A)       investments
in the Borrower and its Subsidiaries permitted hereunder,


 


(B)       the
performance of ministerial activities and payment of taxes and administrative fees necessary for the maintenance of its existence
and compliance with applicable laws and legal, tax and accounting matters related thereto,


 


(C)       transactions
or activities relating to its employees, directors and officers,


 


(D)       activities
relating to the performance of obligations under the Loan Documents,


 


(E)       the
receipt and payment of Restricted Payments permitted under Section 6.15,


 


(F)       any
other transaction or activity that the Parent is permitted to take under any Loan Document,


 


(G)       the
performance of its obligations with respect to the Loan Documents,


 


(H)       financing
activities, including the issuance of securities, the providing of guarantees, payment of dividends, and making contributions to
the capital of the Borrower, in each instance to the extent expressly permitted hereby,


 






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(I)       holding
any cash or property (but not operating any property of any Loan Party or operating any business, except as otherwise permitted
by this Section),


 


(J)       providing
indemnification to officers, managers and directors, and


 


(K)       activities
and contractual rights and obligations incidental and reasonably related to the businesses or activities described in clauses (A)
through (J) of this Section 6.25(b).


 


2.18.       Clauses
(m), (n) and (o) of Section 7.1 of the Credit Agreement are each amended by replacing the reference to “the Parent”
in each place it appears therein with “Limbach, Inc.


 


2.19.       Exhibit
E to the Credit Agreement is amended and restated in its entirety by Exhibit E attached hereto.


 


2.20.       Schedule
5.10 to the Credit Agreement is amended and restated in its entirety by Schedule 5.10 attached hereto.


 


Section 3.           Conditions
Precedent.


 


The effectiveness of
this Amendment is subject to the satisfaction of all of the following conditions precedent:


 


           3.1.           The Borrower, the
Guarantors, the Lenders, the Swing Line Lender, the L/C Issuer and the Administrative Agent shall have executed and delivered this
Amendment.


 


           3.2.           Limbach, Inc. shall
have executed and delivered to the Administrative Agent an Additional Guarantor Supplement in the form of Exhibit G to the Credit
Agreement and an Assumption and Supplement Security Agreement in the form of Schedule G to the Security Agreement.


 


           3.3.           The Administrative
Agent shall have received evidence of insurance for Limbach, Inc. required to be maintained under the Loan Documents, naming the
Administrative Agent as additional insured and lenders loss payee, as applicable.


 


           3.4.           The Administrative
Agent shall have received (i) copies of the Organization Documents of Limbach, Inc., (ii) copies of resolutions of the Board of
Directors (or similar governing body) of Limbach, Inc. authorizing the execution, delivery and performance of the Loan Documents
to which it is a party, together with specimen signatures of the persons authorized to execute such documents on the behalf of
Limbach, Inc., and (iii) a certificate of good standing for Limbach, Inc. from the office of the Secretary of State of the State
of Delaware (dated no earlier than thirty (30) days prior to the date hereof), in each case, certified by a Duly Authorized Officer
of Limbach, Inc.


 






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           3.5.           The Administrative
Agent shall have received financing statement, tax and judgment lien search results against Limbach, Inc. and its Property evidence
the absence of Liens thereon (other than Permitted Liens).


 


           3.6.           The Administrative
Agent shall have received a UCC financing statement to be filed against Limbach, Inc., as debtor, in favor of the Administrative
Agent, as secured party.


 


           3.7.           The Administrative
Agent shall have received the favorable written opinion of counsel to Limbach, Inc., in form and substance satisfactory to the
Administrative Agent.


 


           3.8.           The Administrative
Agent shall have received all documentation and other information requested by any Lender required by bank regulatory authorities
under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act; and
the Administrative Agent shall have received a fully executed IRS Form W-9 for Limbach, Inc.


 


           3.9.           The Administrative
Agent shall have received such other agreements, instruments, documents and certificates as the Administrative Agent may reasonably
request.


 


           3.10.           Legal matters incident
to the execution and delivery of this Amendment shall be satisfactory to the Administrative Agent and its counsel.


 


Section 4.           Affirmation
of Guarantors.


 


Each Guarantor hereby
confirms that, after giving effect to this Amendment, each Loan Document to which such Guarantor is a party continues in full force
and effect and is the legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with
its terms except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement
of creditors’ rights generally or by equitable principles relating to enforceability. The Borrower and each Guarantor acknowledge
and agree that (a) nothing in the Credit Agreement, this Amendment, or any other Loan Document shall be deemed to require the consent
of such Guarantor to any future amendments to the Credit Agreement, and (b) the Lenders are relying on the assurances provided
in this Section in entering into this Amendment and maintaining credit outstanding to the Borrower.


 


Section 5.           Acknowledgement
of Liens.


 


The Borrower and the
Guarantors hereby acknowledge, confirm and agree that the Administrative Agent has a valid, enforceable and perfected first-priority
lien upon and security interest in the Collateral granted to the Administrative Agent pursuant to the Loan Documents (subject only
to Permitted Liens), and nothing herein contained shall in any manner affect or impair the priority of the Liens created and provided
for thereby as to the indebtedness, obligations, and liabilities which would be secured thereby prior to giving effect to this
Amendment.


 






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Section 6.           Representations
and Warranties of Borrower and Guarantors.


 


To induce the Administrative
Agent, the Lenders and the L/C Issuer to enter into this Amendment, the Borrower and the Guarantors hereby represent and warrant
to the Administrative Agent, the Lenders and the L/C Issuer that, as of the date hereof, (a) after giving effect to this Amendment,
the representations and warranties set forth in Section 5 of the Credit Agreement and in the other Loan Documents, including
this Amendment, are and shall remain true and correct (or, in the case of any representation or warranty not qualified as to materiality,
true and correct in all material respects), except to the extent the same expressly relate to an earlier date (and in such case
shall be true and correct (or, in the case of any representation or warranty not qualified as to materiality, true and correct
in all material respects) as of such earlier date), (b)  no Default or Event of Default exists or shall result after giving
effect to this Amendment, and (c) the Borrower and each Guarantor has the power and authority to execute, deliver, and perform
this Amendment and have taken all necessary action to authorize their execution, delivery, and performance of this Amendment.


 


Section 7.           Miscellaneous.


 


           7.1.           This Amendment shall be binding
on and shall inure to the benefit of the Borrower, the Guarantors, the Administrative Agent, the Lenders, and the L/C Issuer, and
their respective successors and assigns. The terms and provisions of this Amendment are for the purpose of defining the relative
rights and obligations of the Borrower, the Guarantors, the Administrative Agent, the Lenders, and the L/C Issuer with respect
to the transactions contemplated hereby, and there shall be no third-party beneficiaries of any of the terms and provisions of
this Amendment.


 


           7.2.           This Amendment constitutes
the entire agreement of the parties with respect to the subject matter hereof and supersedes all other understandings, oral or
written, with respect to the subject matter hereof. Except as specifically waived and amended hereby, all of the terms and conditions
set forth in the Credit Agreement shall stand and remain unchanged and in full force and effect.


 


           7.3.           Section and sub-section
headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment
for any other purpose.


 


           7.4.           Wherever possible, each provision
of this Amendment shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision
of this Amendment shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of
such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Amendment.


 






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           7.5.           Except as otherwise provided
in this Amendment, if any provision contained in this Amendment is in conflict with, or inconsistent with, any provision in any
of the Loan Documents, the provision contained in this Amendment shall govern and control.


 


           7.6.           This Amendment may be executed
in any number of separate counterparts, each of which shall collectively and separately constitute one agreement. Delivery of an
executed signature page to this Amendment by facsimile transmission or by e-mail transmission of an Adobe portable document format
file (also known as a “PDF” file) shall be effective as delivery of a manually executed counterpart hereof.


 


           7.7.           The provisions contained in
Sections 10.14 (Governing Law; Jurisdiction; Etc.) and 10.20 (Waiver of Jury Trial) of the Credit Agreement are incorporated
herein by reference to the same extent as if reproduced herein in their entirety, except with reference to this Amendment rather
than the Credit Agreement.


 


[Signature
Pages to Follow]


 


 




    	 	- 13 -	 



     


    

 


In
Witness Whereof, the parties hereto have caused their duly authorized officers to execute and deliver this Amendment as
of the date first set forth above.


 


 


	 	“Borrower”
	 	Limbach Facility Services LLC
	 	 	 	 
	 	By	John T. Jordan, Jr.
	 	 	Name:	John T. Jordan, Jr.
	 	 	Title:	Executive Vice President, Chief

                                                             Financial Officer and Treasurer





 


 


[Signature
Page to Third Amendment to Credit Agreement (Limbach Facility Services LLC)]


 




     


     


    

 


	 	“Guarantors”
	 	 
	 	Limbach Holdings, Inc.
	 	 	 
	 	By	Scott Wright
	 	 	Name:	Scott Wright
	 	 	Title:	Corporate Secretary
	 	 	 	 
	 	Limbach Holdings LLC
	 	 	 	 
	 	By	John T. Jordan, Jr.
	 	 	Name:	John T. Jordan, Jr.
	 	 	Title:	Executive Vice President, Chief

                                           Financial Officer and Treasurer

	 	 	 	 
	 	Limbach Company LLC
	 	 	 	 
	 	By	John T. Jordan, Jr.
	 	 	Name:	John T. Jordan, Jr.
	 	 	Title:	Executive Vice President, Chief

                                           Financial Officer and Treasurer

	 	 	 	 
	 	Harper Limbach LLC
	 	 	 	 
	 	By	John T. Jordan, Jr.
	 	 	Name:	John T. Jordan, Jr.
	 	 	Title:	Executive Vice President and

                                           Treasurer

	 	 	 	 
	 	Limbach Company LP
	 	 	 	 
	 	By	John T. Jordan, Jr.
	 	 	Name:	John T. Jordan, Jr.
	 	 	Title:	Executive Vice President, Chief

                                           Financial Officer and Treasurer

	 	 	 	 
	 	Harper Limbach Construction LLC
	 	 	 	 
	 	By	John T. Jordan, Jr.
	 	 	Name:	John T. Jordan, Jr.
	 	 	Title:	Executive Vice President and

                                           Treasurer





 


[Signature
Page to Third Amendment to Credit Agreement (Limbach Facility Services LLC)]


  




     


     


    

 


	 	 “Lenders”
	 	Fifth Third Bank, an Ohio banking

                                                           corporation, as a Lender, as L/C Issuer, and as

                                                           Administrative Agent

	 	 	 	 
	 	By	S. Bradley McDougall
	 	 	Name:	S. Bradley McDougall
	 	 	Title:	Vice President




 


[Signature
Page to Third Amendment to Credit Agreement (Limbach Facility Services LLC)]


 




     


     


    

 


	 	CIBC Bank USA, formally known as The

                                                           PrivateBank and Trust Company, as a Lender

	 	 	 	 
	 	By	David L. Sauerman
	 	 	Name:	David L. Sauerman
	 	 	Title:	Managing Member




 


[Signature
Page to Third Amendment to Credit Agreement (Limbach Facility Services LLC)] 




 




     


     


    

 


	 	Wheaton Bank & Trust Company, as a

                                                           Lender

	 	 	 	 
	 	By	Christopher Van Tassel
	 	 	Name:	Christopher Van Tassel
	 	 	Title:	Vice President




 


[Signature
Page to Third Amendment to Credit Agreement (Limbach Facility Services LLC)]


 




     


     


    

 


	 	Citizens Bank of Pennsylvania, as a Lender
	 	 	 	 
	 	By	John J. Ligday, Jr.
	 	 	Name:	John J. Ligday, Jr.
	 	 	Title:	Senior Vice President




 


[Signature
Page to Third Amendment to Credit Agreement (Limbach Facility Services LLC)]


 




     


     


    

 


Exhibit E 


___________________________________________________


 


Compliance
Certificate


 


Date:  __________, 20__


 


		To:	Fifth Third Bank, as Administrative

                                                                                Agent under, and the Lenders party to, the

                                                                                Credit Agreement described below




 


Reference is made to
the Credit Agreement, dated as of July 20, 2016, by and among Limbach Facility Services
LLC, a Delaware limited liability company (the “Borrower”), Limbach
Holdings LLC, a Delaware limited liability company (the “Parent”), the other Guarantors party thereto,
the Lenders party thereto, and Fifth Third Bank, an Ohio banking corporation, as Administrative Agent and L/C Issuer (as amended,
restated, modified or supplemented from time to time, the “Credit Agreement”). Capitalized terms used herein
and not defined herein have the meanings assigned to them in the Credit Agreement. This Compliance Certificate is furnished to
the Administrative Agent and the Lenders pursuant to the Credit Agreement.


 


The
Undersigned, solely in the capacity set forth in paragraph 1 below and not in any individual capacity, hereby certifies that:


 


1.           I am the duly elected/appointed
____________ of Limbach, Inc.


 


2.           I have reviewed the terms of
the Credit Agreement and I have made, or have caused to be made under my supervision, a detailed review of the transactions and
conditions of Limbach, Inc. and its Subsidiaries during the accounting period covered by the attached financial statements.


 


3.           No Default or Event of Default
has occurred and is continuing during or at the end of the accounting period covered by the attached financial statements or as
of the date of this Compliance Certificate, except as set forth below.


 


4.           The financial statements required
by Section 6.1 of the Credit Agreement and being furnished to you concurrently with this Compliance Certificate fairly and
adequately present in all material respects the financial condition of Limbach, Inc. and its Subsidiaries as of [___________],
and the results of their operations and cash flows for the [quarter/year] ended, in conformity with GAAP applied on a consistent
basis.


 


5.           The representations and warranties
contained in Section 5 of the Credit Agreement are true and correct (or, in the case of any representation or warranty not
qualified as to materiality, true and correct in all material respects) as though made on and as of such date (except to the extent
such representations and warranties relate to an earlier date, in which case they are true and correct (or, in the case of any
representation or warranty not qualified as to materiality, true and correct in all material respects) as of such earlier date).


 






     


     


    

 


6.           Schedule I hereto sets forth
financial data and computations evidencing the Loan Parties’ compliance with certain covenants of the Credit Agreement, all
of which data and computations are, to the best of my knowledge, true, complete and correct and have been made in accordance with
the relevant Sections of the Credit Agreement.


 


7.           Schedule II hereto sets
forth a comparison of current financials against the budget for such period as required by Section 6.1(d) of the Credit Agreement.


 


8.           Schedule III hereto sets forth
a list of all non-recurring, one-time costs and expenses incurred during the accounting period covered by the attached financial
statements.


 


9.           Attached hereto is an updated
Schedule 5.9 to the Credit Agreement, which is true, complete and correct as of the date of this Compliance Certificate.


 


10.       Described
below are the exceptions, if any, to paragraph 3 above by listing, in detail, the nature of the condition or event, the period
during which it has existed and the action which the Loan Parties have taken, are taking, or propose to take with respect to each
such condition or event:


 


________________________________________________________________       


 


________________________________________________________________       


 


________________________________________________________________       


 


________________________________________________________________       


 


In the event of a conflict
between the attached Schedule I and any certifications relating thereto and the Credit Agreement and related definitions used
in calculating such covenants, the Credit Agreement and such related definitions shall govern and control. The foregoing certifications,
together with the computations set forth in Schedule I hereto, the financial statements and information attached as Schedule
II and Schedule III hereto in support hereof, are made and delivered as of the date first above written.


 


	 	Limbach Holdings, Inc.
	 	 	 	 
	 	 	 	 
	 	By	 
	 	 	Name	 
	 	 	Title	 




 




    	 	- 2 -	 



     


    

 


Schedule I


to
Compliance Certificate


 


Limbach
Facility Services LLC


 


Compliance
Calculations


for
Credit Agreement dated as of July 20, 2016


 


Calculations
as of _____________, 20__


 




 


 






	A.	Reserved.	 
	B.	Senior Leverage Ratio (Section 6.20(b))	 
	 	1.	Total Funded Debt[1]	$___________
	 	2.	Subordinated Debt	$___________
	 	3.	Line B1 minus Line B2	$___________
	 	4.	Net Income for past 4 quarters	$___________
	 	5.	Interest Expense for past 4 quarters	$___________
	 	6.	Federal, state and local income taxes for past 4 quarters	$___________
	 	7.	Depreciation and amortization expense for past 4 quarters	$___________
	 	8.	Transaction expenses incurred in connection with Permitted Acquisitions, whether or not consummated (not to exceed $50,000 in the aggregate) for past 4 quarters	$___________
	 	9.	Non-recurring, one-time costs and expenses approved by the Administrative Agent in its sole discretion not to exceed $250,000 in the aggregate during such 4 quarters	$___________
	 	10.	Losses or other charges related to Legacy Claims for past 4 quarters in an amount not to exceed $500,000 during such 4 quarters (and in an aggregate amount not to exceed $2,500,000 during the term of the Credit Agreement)	$___________
	 	11.	Non-cash charges, including stock based compensation expenses, incurred during past 4 quarters	$___________
	 	12.	Non-cash gains realized during past 4 quarters	$___________
	 	13.	Sum of Lines B4, B5, B6, B7, B8, B9, B10, and B11, minus Line B12 (“EBITDA”)	$___________





 


 



1 Total Funded
Debt does not include obligations in respect of Bonding Agreements.


 






     


     


    

 





	 	14.	Ratio of Line B3 to Line B13 (“Senior Leverage Ratio”)	____:1.00
	 	15.	Senior Leverage Ratio (from Line B14) must not exceed	____:1.00
	 	16.	Limbach, Inc. and its Subsidiaries are in compliance (circle yes or no)	yes/no
	C.	Fixed Charge Coverage Ratio (Section 6.20(c))	 
	 	1.	EBITDA (from Line B13)	$___________
	 	2.	Capital Expenditures not financed with Indebtedness for past 4 quarters	$___________
	 	3.	Line C1 minus Line C2	$___________
	 	4.	Regularly Scheduled Principal Payments (excluding any Excess Cash Flow payment) for past 4 quarters	$___________
	 	5.	Cash portion of Interest Expense for past 4 quarters	$___________
	 	6.	Restricted Payments made pursuant to Section 6.15(b) for past 4 quarters	$___________
	 	7.	Federal, state and local income taxes paid in cash for past 4 quarters	$___________
	 	8.	Sum of Lines C4, C5, C6 and C7 (“Fixed Charges”)	$___________
	 	9.	Ratio of Line C3 to Line C8 (“Fixed Charge Coverage Ratio”)	____:1.00
	 	10.	Fixed Charge Coverage Ratio (from Line C9) must not be less than	1.25:1.00
	 	11.	Limbach, Inc. and its Subsidiaries are in compliance (circle yes or no)	yes/no
	D.	Minimum Tangible Net Worth (Section 6.20(d))	 
	 	1.	Capital stock (less treasury stock), paid-in capital surplus and retained earnings (deficit) of Limbach, Inc. and any of its Subsidiaries (excluding inter-company items and all amounts properly attributable to minority interests, if any, in the stock and surplus of any such Subsidiary)	$___________
	 	2.	Deferred charges (less amortization, unamortized debt discount and expenses and corporate organization expenses)	$___________
	 	3.	Book amount of all assets which would be treated as intangibles under GAAP, including, without limitation, such items as goodwill, trademark applications, trade names, service marks, brand names, copyrights, patents, patent applications and licenses, and rights with respect to the foregoing	$___________




 


   


 



    	 	- 2 -	 



     


    

 





	 	4.	Amount by which aggregate inventories or aggregate securities appearing on the asset side of such consolidated balance sheet exceed the lower of cost or market value (at the date of such balance sheet)	$___________
	 	5.	Any write-up in the book amount of any asset resulting from a revaluation thereof from the book amount entered upon acquisition of such asset	$___________
	 	6.	Sum of Lines D2, D3, D4 and D5	$___________
	 	7.	Line D1 minus Line D6	$___________
	 	8.	Line D7 must be less than	$___________
	 	9.	The Loan Parties are in compliance (circle yes or no)	yes/no




 



    	 	- 3 -	 



     


    

 


Schedule II 


to
Compliance Certificate


 


Limbach
Facility Services LLC


 


Financial
Statements


for
Credit Agreement dated as of July 20, 2016


 


 


[See attached.]


 




     


     


    

 


Schedule III 


to
Compliance Certificate


 


Limbach
Facility Services LLC


  


Schedule
of Non-Recurring, One-Time Costs and 


Expenses
and Non-Cash Charges


  




     


     


    

 


Schedule 5.9


to
Compliance Certificate


 


Limbach
Facility Services LLC


 


Updated
Schedule 5.9


for
Credit Agreement dated as of July 20, 2016


  




     


     


    

 


Schedule 5.10


 


Subsidiaries


 


List of Subsidiaries of each Loan Party: 


 


		1.	Limbach Holdings LLC is a wholly-owned subsidiary of Limbach Holdings, Inc.



 


		2.	Limbach Facility Services LLC is a wholly-owned Subsidiary of Limbach Holdings LLC.



 


		3.	Harper Limbach Construction LLC, Harper Limbach LLC and
Limbach Company LLC are wholly-owned Subsidiaries of Limbach Facility Services LLC.



 


		4.	Limbach Company LP is 99%-owned by Limbach Facility Services LLC and 1%-owned
by Limbach Company LLC.



 


	Subsidiary	Jurisdiction of

                                                                                Organization
	Holder(s)	Percentage of 

Subsidiary’s Equity 

Interests Held
	Limbach Holdings LLC	Delaware	Limbach Holdings, Inc. 	100% membership interest
	Limbach Facility Services LLC	Delaware	Limbach Holdings LLC	10 Units (100% membership interest)
	Harper Limbach Construction LLC	Delaware	Limbach Facility Services LLC	10 Units (100% membership interest)
	Harper Limbach LLC	Delaware	Limbach Facility Services LLC	10 Units (100% membership interest)
	Limbach Company LP	Delaware	Limbach Facility Services LLC	99% partnership interest
	Limbach Company LLC	1% partnership interest
	Limbach Company LLC	Delaware	Limbach Facility Services LLC	10 Units (100% membership interest)