Exhibit 10.5


 


First Amendment To Credit
Agreement, Limited Waiver And Consent


 


This First Amendment
to Credit Agreement, Limited Waiver and Consent (herein, this “Amendment”) is entered into as of December 15,
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 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 has advised the Administrative Agent and the Lenders that, on or prior to December 31, 2016, the Borrower intends to prepay
all outstanding Mezzanine Subordinated Debt that is subject to the Mezzanine Subordination Agreement (which amount is $13,078,000),
plus accrued interest thereon and any prepayment premium payable in connection therewith (the “Proposed Prepayment”).
The Borrower has requested that the Administrative Agent and the Lenders consent to the Proposed Prepayment and waive certain provisions
of the Loan Documents to permit the Proposed Prepayment, and the Administrative Agent and the Lenders are willing to do so pursuant
to the terms and conditions set forth herein.


 


C.           The
Borrower, the Lenders and the Administrative Agent have also agreed to make certain other amendments to the Credit Agreement on
the terms and conditions set forth in this Amendment.


 


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.            Consent
To Proposed Prepayment And Limited Waiver.


 


2.1          Consent.
Subject to the satisfaction of the conditions set forth in Section 4 hereof, the Administrative Agent and the Lenders hereby (a)
consent to the Proposed Prepayment, and (b) acknowledge that, so long as the Proposed Prepayment complies with Section 2.2 hereof,
such payment shall be deemed a Permitted Subordinated Debt Payment (as defined in the Mezzanine Subordination Agreement) under
Section 2.2 of the Mezzanine Subordination Agreement and a permitted payment under Section 6.22 of the Credit Agreement.


 




     


     


    

 


2.2          Limited
Waiver. The Borrower has requested that the Administrative Agent and the Lenders waive any Defaults or Events of Default arising
solely from the Proposed Prepayment. Upon satisfaction of the conditions precedent set forth in Section 4 below and subject to
the terms hereof, the Administrative Agent and the Lenders party hereto waive any Defaults or Events of Default arising solely
from the Proposed Prepayment; provided, however, that the foregoing waiver shall be effective only to the extent
that (x) the Proposed Prepayment is made on or prior to December 31, 2016, and (y) the total amount of such Proposed Prepayment
does not exceed $13,078,000 plus accrued interest thereon and the applicable Prepayment Premium (as defined in the Mezzanine Loan
Agreement) set forth in Section 2.8(a) of the Mezzanine Loan Agreement. The Borrower acknowledges that the waiver under this Section
2.2 is specifically limited to the terms hereof, is a one-time waiver, and shall not be deemed to be a waiver of any Defaults or
Events of Default other than those arising solely in respect of the Proposed Prepayment.


 


2.3          Scope.
This limited waiver and consent shall be limited specifically as written herein and shall be solely a consent and waiver as provided
herein. This Amendment shall not constitute a consent to any other transactions prohibited by the Credit Agreement, the Mezzanine
Subordination Agreement or any other Loan Document, nor shall this Section 2 be a waiver or modification of any other term, provision,
or condition of the Credit Agreement, the Mezzanine Subordination Agreement or any other Loan Document.


 


Section
3.            Amendments to Credit Agreement.


  


Upon satisfaction of
the conditions precedent set forth in Section 4 hereof, the Credit Agreement shall be and hereby is amended as follows:


 


3.1           The
definition of the term “EBITDA” set forth in Section 1.1 of the Credit Agreement is amended to (i) delete the
word “and” at the end of clause (e), (ii) remove the semicolon at the end of clause (f) and add “, and”
in lieu thereof, and (iii) add a new clause (g) immediately thereafter and before the proviso at the end of such definition to
read in its entirety as follows:


 


(g) the Prepayment
Premium (as defined in the Mezzanine Loan Agreement) to the extent paid during such period in connection with the 2016 Mezzanine
Subordinated Debt Prepayment, in an aggregate amount not to exceed $2,400,000 during the term of this Agreement;


 


3.2           Section
1.1 of the Credit Agreement is further amended to add the following new defined terms in their appropriate alphabetical position,
which new defined terms shall read as follows:


 


“2016
Mezzanine Subordinated Debt Prepayment” means, on or prior to December 31, 2016, a single, voluntary prepayment of all
outstanding Mezzanine Subordinated Debt in an amount not to exceed $13,078,000 plus accrued interest thereon and the Prepayment
Premium (as defined in the Mezzanine Loan Agreement); provided that such prepayment, accrued interest and Prepayment Premium
shall be paid solely with Net Cash Proceeds of the 2016 Permitted Equity Issuance.


 




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“2016
Permitted Equity Issuance” means, on or prior to December 31, 2016, the issuance by Limbach, Inc. of new Ownership Interests
in an amount not to exceed $15,500,000 in the aggregate (with the value of such issuance determined as of the date of such issuance),
the Net Cash Proceeds of which shall be used by Limbach, Inc. to make a cash equity contribution to the Parent, and the Parent
shall in turn make a cash equity contribution to the Borrower, which shall be used solely to make the 2016 Mezzanine Subordinated
Debt Prepayment.


 


3.3          Clause
(b) of Section 6.22 of the Credit Agreement is amended and restated in its entirety to read as follows:


 


(b) make
any voluntary prepayment of Subordinated Debt or effect any voluntary redemption thereof; provided, that the Loan Parties
shall be permitted to make the 2016 Mezzanine Subordinated Debt Prepayment, or


 


3.4           Section
6.24 of the Credit Agreement is amended by inserting the following proviso at the end of such section to read in its entirety as
follows:


 


; provided
that this Section 6.24 shall cease to be effective at all times after the 2016 Mezzanine Subordinated Debt Prepayment is made.


 


Section 4.            CONDITIONS
PRECEDENT.


 


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


 


4.1           The
Borrower, the Guarantors, the Lenders and the Administrative Agent shall have executed and delivered this Amendment.


 


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


 


Section 5.            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.


 




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Section 6.             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.


 


Section 7.             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 8.             Miscellaneous.


 


8.1           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.


 


8.2           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.


 


8.3           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.


 




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8.4           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.


 


8.5           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.


 


8.6           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.


 


8.7           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]


 




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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:	/s/ John T. Jordan, Jr.
	 	 	Name:  John T. Jordan, Jr.
	 	 	Title:  EVP / CFO


 


[Signature
Page to First Amendment to Credit Agreement, Limited Waiver and Consent]


 




     


     


    

 


	 	“Guarantors”
	 	 
	 	Limbach Holdings LLC
	 	 	 
	 	By:	/s/ John T. Jordan, Jr.
	 	 	Name:  John T. Jordan, Jr.
	 	 	Title:  EVP / CFO
	 	 	 
	 	Limbach Company LLC
	 	 	 
	 	By:	/s/ John T. Jordan, Jr.
	 	 	Name:  John T. Jordan, Jr.
	 	 	Title:  EVP / CFO
	 	 	 
	 	Harper Limbach LLC
	 	 	 
	 	By:	/s/ John T. Jordan, Jr.
	 	 	Name:  John T. Jordan, Jr.
	 	 	Title:  EVP / CFO
	 	 	 
	 	Limbach Company LP
	 	 	 
	 	By:	/s/ John T. Jordan, Jr.
	 	 	Name:  John T. Jordan, Jr.
	 	 	Title:  EVP / CFO
	 	 	 
	 	Harper Limbach Construction LLC
	 	 	 
	 	By:	/s/ John T. Jordan, Jr.
	 	 	Name:  John T. Jordan, Jr.
	 	 	Title:  EVP / CFO


 


[Signature
Page to First Amendment to Credit Agreement, Limited Waiver and Consent]


 






     


     


    

 


	 	“Lenders”
	 	 
	 	Fifth Third Bank, an Ohio banking corporation, as a Lender, as L/C Issuer, and as Administrative Agent
	 	 	 
	 	By:	/s/ Joann L. Holman
	 	 	Name:  Joann L. Holman
	 	 	Title:  Senior Vice President


 


[Signature
Page to First Amendment to Credit Agreement, Limited Waiver and Consent]


 




     


     


    

 


	 	The PrivateBank and Trust Company, as a Lender
	 	 	 
	 	By:	/s/ David L. Sauerman
	 	 	Name:  David L. Sauerman
	 	 	Title: Managing Director


 


[Signature
Page to First Amendment to Credit Agreement, Limited Waiver and Consent]


 




     


     


    

 


	 	Wheaton Bank & Trust Company, as a Lender
	 	 	 
	 	By:	/s/ Christopher Van Tassel
	 	 	Name:  Christopher Van Tassel
	 	 	Title:  Vice President


 


[Signature
Page to First Amendment to Credit Agreement, Limited Waiver and Consent]


 




     


     


    

 


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


 


[Signature
Page to First Amendment to Credit Agreement, Limited Waiver and Consent]