Exhibit 10.3


 


Execution
Version


 


 


Credit Agreement


 


among


 


Limbach Facility Services LLC,
a Delaware limited liability company, 

as Borrower,


 


Limbach Holdings LLC, a
Delaware limited liability company,


as
Parent,


 


The Guarantors

from time to time party hereto,


 


The Lenders


from time to time party hereto,


 


Fifth Third Bank,
an Ohio banking corporation,


as
Administrative Agent and L/C Issuer,


 


The PrivateBank and Trust Company,


as
Co-Documentation Agent


 


and


 


Wheaton Bank & Trust Company,


a subsidiary of Wintrust Financial
Corp., as Co-Documentation Agent


 


Dated as of July 20, 2016


 


 



 


Fifth
Third Bank, as Lead Arranger and Sole Book Runner


 


 



 




     


     


    

 


Table of Contents


 


	Section	Heading	Page
	 	 	 
	Section 1.	Definitions; Interpretation	1
	 	 	 
	Section 1.1.	Definitions	1
	Section 1.2.	Interpretation	38
	Section 1.3.	Change in Accounting Principles	38
	Section 1.4.	Rounding	39
	 	 	 
	Section 2.	The Credit Facilities	39
	 	 	 
	Section 2.1.	Term Loan Commitments	39
	Section 2.2.	Revolving Credit Commitments	39
	Section 2.3.	Letters of Credit	40
	Section 2.4.	Applicable Interest Rates	44
	Section 2.5.	Manner of Borrowing Loans and Designating Applicable Interest Rates	45
	Section 2.6.	Minimum Borrowing Amounts; Maximum Eurodollar Loans	47
	Section 2.7.	Maturity of Loans	47
	Section 2.8.	Prepayments	49
	Section 2.9.	Place and Application of Payments	52
	Section 2.10.	Voluntary Commitment Terminations	54
	Section 2.11.	Swing Loans	54
	Section 2.12.	Evidence of Indebtedness	56
	Section 2.13.	Fees	57
	Section 2.14.	Account Debit	58
	 	 	 
	Section 3.	Conditions Precedent	58
	 	 	 
	Section 3.1.	All Credit Events	58
	Section 3.2.	Initial Credit Event	59
	 	 	 
	Section 4.	The Collateral and Guaranties	62
	 	 	 
	Section 4.1.	Collateral	62
	Section 4.2.	Liens on Real Property	63
	Section 4.3.	Guaranties	63
	Section 4.4.	Further Assurances	63
	Section 4.5.	Cash Collateral	63
	 	 	 
	Section 5.	Representations and Warranties	65
	 	 	 
	Section 5.1.	Organization and Qualification	65
	Section 5.2.	Authority and Enforceability	65
	Section 5.3.	Financial Reports	66
	Section 5.4.	No Material Adverse Change	66


 




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	Section 5.5.	Litigation and Other Controversies	66
	Section 5.6.	True and Complete Disclosure	66
	Section 5.7.	Use of Proceeds; Margin Stock	67
	Section 5.8.	Taxes	67
	Section 5.9.	ERISA	67
	Section 5.10.	Subsidiaries	68
	Section 5.11.	Compliance with Laws	68
	Section 5.12.	Environmental Matters	68
	Section 5.13.	Investment Company	69
	Section 5.14.	Intellectual Property	69
	Section 5.15.	Good Title	69
	Section 5.16.	Labor Relations	69
	Section 5.17.	Governmental Authority and Licensing	69
	Section 5.18.	Approvals	69
	Section 5.19.	Affiliate Transactions	70
	Section 5.20.	Solvency	70
	Section 5.21.	No Broker Fees	70
	Section 5.22.	No Default	70
	Section 5.23.	Compliance with Sanctions Programs	70
	Section 5.24.	Merger Agreement; Bonding Facility	70
	Section 5.25.	Other Agreements and Documents	71
	Section 5.26.	Accuracy of Borrowing Base	71
	Section 5.27.	Mezzanine Debt	71
	 	 	 
	Section 6.	Covenants	71
	 	 	 
	Section 6.1.	Information Covenants	71
	Section 6.2.	Inspections; Field Examinations	75
	Section 6.3.	Maintenance of Property and Insurance; Environmental Matters	76
	Section 6.4.	Compliance with Laws and Material Agreements	77
	Section 6.5.	ERISA	77
	Section 6.6.	Payment of Taxes	77
	Section 6.7.	Preservation of Existence	77
	Section 6.8.	Contracts with Affiliates	78
	Section 6.9.	Restrictions or Changes and Amendments	78
	Section 6.10.	Change in the Nature of Business	78
	Section 6.11.	Indebtedness	78
	Section 6.12.	Liens	79
	Section 6.13.	Consolidation, Merger, and Sale of Assets	81
	Section 6.14.	Advances, Investments, and Loans	81
	Section 6.15.	Restricted Payments	83
	Section 6.16.	Limitation on Restrictions	83
	Section 6.17.	Limitation on Issuances of New Ownership Interests by Subsidiaries	83
	Section 6.18.	Limitation on the Creation of Subsidiaries	83


 




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	Section 6.19.	Operating Accounts	84
	Section 6.20.	Financial Covenants	84
	Section 6.21.	Compliance with Sanctions Programs	86
	Section 6.22.	Subordinated Debt	87
	Section 6.23.	Change in Accounts	88
	Section 6.24.	Credit Enhancements	88
	Section 6.25.	Limitations on Parent	88
	Section 6.26.	Bonding Capacity	89
	Section 6.27.	Use of Proceeds	89
	Section 6.28.	Post-Closing Matters	89
	 	 	 
	Section 7.	Events of Default and Remedies	89
	 	 	 
	Section 7.1.	Events of Default	89
	Section 7.2.	Non-Bankruptcy Defaults	93
	Section 7.3.	Bankruptcy Defaults	94
	Section 7.4.	Collateral for Undrawn Letters of Credit	94
	Section 7.5.	Notice of Default	94
	 	 	 
	Section 8.	Change in Circumstances and Contingencies	94
	 	 	 
	Section 8.1.	Funding Indemnity	94
	Section 8.2.	Illegality	95
	Section 8.3.	Unavailability of Deposits or Inability to Ascertain, or Inadequacy of, LIBOR	95
	Section 8.4.	Increased Costs	96
	Section 8.5.	Discretion of Lender as to Manner of Funding	97
	Section 8.6.	Defaulting Lenders	97
	 	 	 
	Section 9.	The Administrative Agent	100
	 	 	 
	Section 9.1.	Appointment and Authorization of Administrative Agent	100
	Section 9.2.	Administrative Agent and Its Affiliates	100
	Section 9.3.	Exculpatory Provisions	100
	Section 9.4.	Reliance by Administrative Agent	102
	Section 9.5.	Delegation of Duties	102
	Section 9.6.	Non-Reliance on Administrative Agent and Other Lenders	102
	Section 9.7.	Resignation of Administrative Agent and Successor Administrative Agent	103
	Section 9.8.	L/C Issuer and Swing Line Lender.	104
	Section 9.9.	Hedging Liability and Bank Product Liability Arrangements	104
	Section 9.10.	No Other Duties; Designation of Additional Agents	104
	Section 9.11.	Authorization to Enter into, and Enforcement of, the Collateral Documents and Guaranty	105
	Section 9.12.	Administrative Agent May File Proofs of Claim	105
	Section 9.13.	Collateral and Guaranty Matters	106


 




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	Section 9.14.	Credit Bidding	107
	 	 	 
	Section 10.	Miscellaneous	107
	 	 	 
	Section 10.1.	Taxes	107
	Section 10.2.	Mitigation Obligations; Replacement of Lenders	111
	Section 10.3.	No Waiver, Cumulative Remedies	112
	Section 10.4.	Non-Business Days	112
	Section 10.5.	Survival of Representations	113
	Section 10.6.	Survival of Indemnities	113
	Section 10.7.	Sharing of Payments by Lenders	113
	Section 10.8.	Notices; Effectiveness; Electronic Communication	114
	Section 10.9.	Successors and Assigns; Assignments and Participations	116
	Section 10.10.	Amendments	121
	Section 10.11.	Headings	122
	Section 10.12.	Expenses; Indemnity; Damage Waiver	122
	Section 10.13.	Set-off	124
	Section 10.14.	Governing Law, Jurisdiction, Etc.	125
	Section 10.15.	Severability of Provisions	126
	Section 10.16.	Excess Interest	126
	Section 10.17.	Construction	126
	Section 10.18.	Lender’s and L/C Issuer’s Obligations Several	127
	Section 10.19.	USA Patriot Act	127
	Section 10.20.	Waiver of Jury Trial	127
	Section 10.21.	Treatment of Certain Information; Confidentiality	127
	Section 10.22.	Counterparts; Integration; Effectiveness	128
	Section 10.23.	All Powers Coupled with Interest	128
	 	 	 
	Section 11.	The Guarantees	129
	 	 	 
	Section 11.1.	The Guarantees	129
	Section 11.2.	Guarantee Unconditional	129
	Section 11.3.	Discharge Only upon Facility Termination Date; Reinstatement in Certain Circumstances	130
	Section 11.4.	Subrogation	130
	Section 11.5.	Subordination	131
	Section 11.6.	Waivers	131
	Section 11.7.	Limit on Recovery	131
	Section 11.8.	Stay of Acceleration	131
	Section 11.9.	Benefit to Guarantors	131
	Section 11.10.	Keepwell	132
	Section 11.11.	Guarantor Covenants	132
	 	 	 
	Signature Pages		S-1


 




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	Exhibit A	—	Notice of Payment Request
	Exhibit B	—	Notice of Borrowing
	Exhibit C	—	Notice of Continuation/Conversion
	Exhibit D-1	—	Term Note
	Exhibit D-2	—	Revolving Note
	Exhibit D-3	—	Swing Note
	Exhibit E	—	Compliance Certificate
	Exhibit F	—	Assignment and Assumption
	Exhibit G	—	Additional Guarantor Supplement
	Exhibit H	—	Borrowing Base Certificate
	Schedule 1	—	Commitments
	Schedule 1-A	—	Capital Leases
	Schedule 1-B	—	June 2016 EBITDA Calculations
	Schedule 2.3	—	Existing Letters of Credit
	Schedule 5.5	—	Litigation
	Schedule 5.9	—	ERISA
	Schedule 5.10	—	Subsidiaries
	Schedule 5.16	—	Labor Relations
	Schedule 5.25	—	Material Agreements
	Schedule 6.28	—	Post-Closing Matters


 




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Credit Agreement


 


This Credit Agreement
is entered into 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”), and the direct and indirect Subsidiaries of
the Borrower from time to time party to this Agreement, as Guarantors, the various institutions from time to time party
to this Agreement, as Lenders, Fifth Third Bank, an Ohio banking corporation, as
Administrative Agent and L/C Issuer, The PrivateBank and Trust Company, as Co-Documentation
Agent and Wheaton Bank & Trust Company, a subsidiary of Wintrust Financial Corp.,
as Co-Documentation Agent.


 


The Borrower has requested,
and the Lenders have agreed to extend, certain credit facilities on the terms and conditions of this Agreement. In consideration
of the mutual agreements set forth in this Agreement, the parties to this Agreement agree as follows:


 


Section 1.          Definitions;
Interpretation.


 


Section 1.1.          Definitions.
The following terms when used herein shall have the following meanings:


 


“Account Debtor”
means each Person obligated in any way on or in connection with an Account.


 


“Accounts”
means “accounts” as defined in the UCC, including all present and future accounts receivable and other rights of each
Loan Party to payment for goods sold or leased or for services rendered, which are not evidenced by instruments or chattel paper,
and whether or not they have been earned by performance.


 


“Acquired
Business” means the entity or assets acquired by the Borrower or another Loan Party in an Acquisition, whether before
or after the date hereof.


 


“Acquisition”
means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the
acquisition of all or substantially all of the assets of a Person, or of any business or division of a Person, (b) the acquisition
of in excess of 50% of the Ownership Interests of any Person (other than a Person that is a Subsidiary), or otherwise causing any
Person to become a Subsidiary, or (c) a merger or consolidation or any other combination with another Person (other than a
Person that is a Subsidiary), provided that the Borrower or another Loan Party is the surviving entity.


 


“Adjusted
LIBOR” means, for any Borrowing of Eurodollar Loans, a rate per annum equal to the quotient of (a) LIBOR, divided
by (b) one minus the Reserve Percentage.


 


“Administrative
Agent” means Fifth Third Bank, an Ohio banking corporation, as contractual representative for itself and the other Lenders
and any successor in such capacity pursuant to Section 9.7.


 




     


     


    

 


“Administrative
Questionnaire” means, with respect to each Lender, an Administrative Questionnaire in a form supplied by the Administrative
Agent and duly completed by such Lender.


 


“Affiliate”
means any Person directly or indirectly controlling (including all stockholders, members, directors, partners, managers, and officers
of such Person) or controlled by, or under direct or indirect common control with, another Person. A Person shall be deemed to
control another Person for the purposes of this definition if such Person possesses, directly or indirectly, the power to direct,
or cause the direction of, the management and policies of the other Person, whether through the ownership of voting securities,
common directors, managers, trustees or officers, by contract or otherwise; provided that, in any event for purposes of
this definition, any Person that owns, directly or indirectly, 10% or more of the securities having the ordinary voting power for
the election of directors, managers or governing body of a corporation or 10% or more of the partnership or other ownership interest
of any other Person (other than as a limited partner of such other Person) will be deemed to control such corporation or other
Person.


 


“Agreement”
means this Credit Agreement.


 


“Amended and
Restated Senior Subordinated Loan Agreement” means that certain Amended and Restated Senior Subordinated Loan Agreement
dated as of November 23, 2004, by and among Borrower, the other borrowers named therein, FdG HVAC LLC, Marathon I, B.V.,
and the other financial institutions party thereto, as amended by that certain Amendment to Amended and Restated Senior Subordinated
Loan Agreement dated as of August 24, 2007, and as further amended by that certain Second Amendment to Amended and Restated Senior
Subordinated Loan Agreement dated March 30, 2010, and as further amended by that certain Third Amendment to Amended and Restated
Senior Subordinated Loan Agreement dated September 2, 2011.


 


“Applicable
Margin” means, with respect to Loans, Reimbursement Obligations, the commitment fees payable under Section 2.13(a)
and L/C Participation Fees, until the first Pricing Date, the rates per annum shown opposite Level II below, and thereafter
from one Pricing Date to the next the Applicable Margin means the rates per annum determined in accordance with the following schedule:


 


	Level	 	Senior Leverage
 Ratio for 
 such Pricing
    Date	 	Applicable Margin for
 Base Rate
    Loans and
 Reimbursement
 Obligations shall be:	 	 	Applicable Margin for
 Eurodollar
    Loans and
  L/C Participation Fees
 shall be:	 	 	Applicable Margin
 for commitment

    fee shall be:	 
	I	 	Greater than or equal to 2.50 to 1.00	 	 	3.00	%	 	 	4.00	%	 	 	0.50	%
	II	 	Less than 2.50 to 1.00, but greater than or equal to 2.00 to 1.00	 	 	2.75	%	 	 	3.75	%	 	 	0.50	%
	III	 	Less than 2.00 to 1.00, but greater than or equal to 1.50 to 1.00	 	 	2.50	%	 	 	3.50	%	 	 	0.50	%



 




    	 	-2-	 



     


    

 


	Level	 	Senior Leverage
 Ratio for 
 such Pricing
    Date	 	Applicable Margin for
 Base Rate
    Loans and
 Reimbursement
 Obligations shall be:	 	 	Applicable Margin for
 Eurodollar
    Loans and
  L/C Participation Fees
 shall be:	 	 	Applicable Margin
 for commitment

    fee shall be:	 
	IV	 	Less than 1.50 to 1.00	 	 	2.25	%	 	 	3.25	%	 	 	0.50	%



 


For purposes hereof, the term “Pricing
Date” means, for any fiscal quarter of the Borrower ending on or after September 30, 2016, the date on which the Administrative
Agent is in receipt of the Borrower’s most recent financial statements (and, in the case of the year-end financial statements,
audit report) for the fiscal quarter then ended, pursuant to Section 6.1. The Applicable Margin shall be established based
on the Senior Leverage Ratio for the most recently completed fiscal quarter and the Applicable Margin established on a Pricing
Date shall remain in effect until the next Pricing Date. If the Borrower has not delivered its financial statements by the date
such financial statements (and, in the case of the year-end financial statements, audit report) are required to be delivered under
Section 6.1, until such financial statements and audit report are delivered, the Applicable Margin shall be the highest Applicable
Margin (i.e., the Senior Leverage Ratio shall be deemed to be greater than or equal to 2.50 to 1.00). If the Borrower subsequently
delivers such financial statements before the next Pricing Date, the Applicable Margin established by such late delivered financial
statements shall take effect from the date of delivery until the next Pricing Date. In all other circumstances, the Applicable
Margin established by such financial statements shall be in effect from the Pricing Date that occurs immediately after the end
of the fiscal quarter covered by such financial statements until the next Pricing Date. Each determination of the Applicable Margin
made by the Administrative Agent in accordance with the foregoing shall be conclusive and binding on the Borrower and the Lenders
absent manifest error. Notwithstanding the foregoing, if, as a result of any restatement of or other adjustment to the financial
statements of the Borrower or for any reason, the Lenders determine that (a) Senior Leverage Ratio as calculated on any Pricing
Date was inaccurate and (b) a proper calculation of Senior Leverage Ratio would have resulted in a higher Applicable Margin
for any period, then the Borrower shall automatically and retroactively be obligated to pay to the Administrative Agent for the
benefit of the Lenders, promptly on demand by the Administrative Agent, an amount equal to the excess of the amount of interest
and fees that should have been paid for such period over the amount of interest and fees actually paid for such period.


 


“Application”
is defined in Section 2.3(b).


 


“Approved
Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise
investing in commercial loans and similar extensions of credit in the ordinary course of its business and that is administered
or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers
or manages a Lender.


 


“Assignment
and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent
of any party whose consent is required by Section 10.9(b)(iii)), and accepted by the Administrative Agent, in substantially
the form of Exhibit F or any other form approved by the Administrative Agent.


 




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“Authorized
Representative” means those persons shown on the list of officers provided by the Borrower pursuant to Section 3.2
or on any update of any such list provided by the Borrower to the Administrative Agent, or any further or different officers of
the Borrower so named by any Authorized Representative of the Borrower in a written notice to the Administrative Agent.


 


“Bank Products”
means each and any of the following bank products and services provided to any Loan Party by any Lender or any of its Affiliates:
(a) credit cards for commercial customers (including “commercial credit cards” and purchasing cards), (b) stored
value cards, and (c) depository, cash management, and treasury management services (including controlled disbursement, automated
clearinghouse transactions, return items, overdrafts and interstate depository network services).


 


“Bank Product
Liability” of the Loan Parties means any and all of their obligations, whether absolute or contingent and howsoever and
whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions
therefor) in connection with Bank Products.


 


“Base Rate”
means for any day, the rate per annum equal to the greatest of: (a) the rate of interest announced by Fifth Third Bank, an
Ohio banking corporation, from time to time as its “prime rate” as in effect on such day, with any change in the Base
Rate resulting from a change in said prime rate to be effective as of the date of the relevant change in said prime rate (it being
acknowledged that such rate may not be the Administrative Agent’s best or lowest rate), (b) the sum of (i) the
Federal Funds Rate, plus (ii) .50% and (c) the sum of (i) the Adjusted LIBOR that would be applicable to a Eurodollar
Loan with a 1 month Interest Period advanced on such day (or if such day is not a Business Day, the immediately preceding Business
Day), plus (ii) 1.00%.


 


“Base Rate
Loan” means a Loan bearing interest at a rate specified in Section 2.4(a).


 


“Bonding Agreements”
is defined in Section 5.24(b).


 


“Bonding Company”
means Travelers Casualty and Surety Company of America, a Connecticut corporation, or any other nationally recognized
bonding company reasonably satisfactory to the Administrative Agent.


 


“Bonds”
means, collectively, all bonds issued by the Bonding Company pursuant to the Bonding Agreements.


 


“Borrower”
is defined in the introductory paragraph of this Agreement.


 




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“Borrowing”
means the total of Loans of a single type advanced, continued for an additional Interest Period, or converted from a different
type into such type by the Lenders under a Credit on a single date and, in the case of Eurodollar Loans, for a single Interest
Period. Borrowings of Loans are made and maintained ratably from each of the Lenders under a Credit according to their Percentages
of such Credit. A Borrowing is “advanced” on the day Lenders advance funds comprising such Borrowing to the
Borrower, is “continued” on the date a new Interest Period for the same type of Loans commences for such Borrowing,
and is “converted” when such Borrowing is changed from one type of Loans to the other, all as requested by the
Borrower pursuant to Section 2.5(a). Borrowings of Swing Loans are made by the Administrative Agent in accordance with the
procedures set forth in Section 2.11.


 


“Borrowing
Base” means, as of any date, without duplication, an amount equal to (a) eighty percent (80%) of the face amount (less
discounts, credits, Retainages and allowances which have knowingly been taken by or granted to Account Debtors in connection therewith)
of all existing Eligible Accounts that are set forth in the Schedule of Accounts then most recently delivered by the Borrower to
the Administrative Agent, minus (b) the Term Loan Reserve and any other reserves established by the Administrative Agent
from time to time pursuant to Section 2.2(a).


 


“Borrowing
Base Availability” means, as of any time the same is to be determined, the amount (if any) by which (a) the Borrowing
Base as then determined and computed exceeds (b) the aggregate principal amount of Revolving Loans, Swing Loans, and L/C Obligations
then outstanding (other than L/C Obligations that are Cash Collateralized).


 


“Borrowing
Base Certificate” means a certificate, substantially in the form of Exhibit H, which has been completed and duly
executed by the Chief Financial Officer of the Borrower.


 


“Business
Day” means any day (other than a Saturday or Sunday) on which banks are not authorized or required to close in Cincinnati,
Ohio and, if the applicable Business Day relates to the advance or continuation of, or conversion into, or payment of a Eurodollar
Loan, on which banks are dealing in U.S. Dollar deposits in the interbank eurodollar market in London, England.


 


“Capital Expenditures”
means, with respect to any Person for any period, the aggregate amount of all expenditures (whether paid in cash or accrued as
a liability) by such Person during that period for the acquisition or leasing (pursuant to a Capital Lease) of fixed or capital
assets or additions to property, plant, or equipment (including replacements, capitalized repairs, and improvements) which should
be capitalized on the balance sheet of such Person in accordance with GAAP excluding (i) expenditures made in connection with
the replacement, substitution, restoration or repair of assets to the extent financed with (x) insurance proceeds paid on
account of the loss or damage to the assets being replaced, restored or repaired or (y) awards of compensation arising from
the taking by eminent domain or condemnation of the assets being replaced, (ii) that portion of the gross purchase price of
equipment that is purchased simultaneously with the trade-in of existing equipment that represents the credit granted by the seller
of such equipment for the equipment being traded in at such time, or (iii) the purchase of assets that would otherwise constitute
Capital Expenditures to the extent financed with the proceeds of any Disposition permitted hereunder. Notwithstanding anything
herein to the contrary, (x) vehicle leases entered into in the ordinary course of business shall not constitute Capital Expenditures
and (y) Permitted Acquisitions of all or substantially all of the assets of a Person shall not constitute Capital Expenditures.


 




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“Capital Lease”
means any lease of Property which in accordance with GAAP is required to be capitalized on the balance sheet of the lessee; provided
that, no operating lease shall constitute a Capital Lease by virtue of a change in GAAP occurring after the Closing Date. Each
Capital Lease in effect on the Closing Date is set forth on Schedule 1-A attached hereto.


 


“Capitalized
Lease Obligation” means, for any Person, the amount of the liability shown on the balance sheet of such Person in respect
of a Capital Lease determined in accordance with GAAP.


 


“Cash Collateral”
shall have a meaning correlative to the cash or deposit account balances referred to in the definition of Cash Collateralize set
forth in this Section 1.1 and shall include the proceeds of such cash collateral and other credit support.


 


“Cash Collateralize”
means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more of the Administrative Agent,
the L/C Issuer, the Swing Line Lender, and the Lenders, as collateral for L/C Obligations, obligations in respect of Swing Loans,
or obligations of Lenders to fund participations in respect of either thereof (as the context may require), cash or deposit account
balances or, if the L/C Issuer or Swing Line Lender benefiting from such collateral shall agree in its sole discretion, other credit
support, in each case pursuant to documentation in form and substance satisfactory to (a) the Administrative Agent and (b)
the L/C Issuer or the Swing Line Lender, as applicable.


 


“Cash Equivalents”
means, as to any Person: (a) investments in direct obligations of, or fully guaranteed by, the United States of America or
of any agency or instrumentality thereof whose obligations constitute full faith and credit obligations of the United States of
America, provided that any such obligations shall mature within one year of the date of acquisition thereof; (b) investments
in commercial paper rated at least P-1 by Moody’s or at least A-1 by S&P (or, if at any time neither Moody’s or
S&P shall be rating such obligations, an equivalent rating from another nationally recognized rating service) maturing within
one year of the date of issuance thereof; (c) certificates of deposit or bankers’ acceptances maturing within one year
from the date of acquisition thereof and issued or accepted by any Lender or by any commercial bank organized under the laws of
the United States of America or any state thereof or the District of Columbia that (i) is at least “adequately capitalized”
(as defined in the regulations of its primary federal banking regulator) and (ii) has Tier 1 capital (as defined in such regulations)
of not less than $100,000,000; (d) investments in repurchase obligations with a term of not more than seven (7) days
for underlying securities of the types described in clause (a) above entered into with any bank meeting the qualifications
specified in clause (c) above, provided all such agreements require physical delivery of the securities securing such repurchase
agreement, except those delivered through the Federal Reserve Book Entry System; and (e) marketable short-term money market or
similar securities having a rating of at least P-2 by Moody’s or A-2 by S&P (or, if at any time neither Moody’s
or S&P shall be rating such obligations, an equivalent rating from another nationally recognized rating service).


 




    	 	-6-	 



     


    

 


“Change in
Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect
of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation,
implementation or application thereof by any Governmental Authority, or (c) the making or issuance of any request, rule, guideline
or directive (whether or not having the force of law) by any Governmental Authority; provided, that notwithstanding anything
herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, regulations,
guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated
by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or
the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change
in Law”, regardless of the date enacted, adopted or issued.


 


“Change of
Control” means any of (a) the acquisition by any “person” or “group” (as such
terms are used in sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) (other than Permitted Holders)
at any time of beneficial ownership of fifty percent (50%) or more of the outstanding Ownership Interests of Limbach, Inc. on a
fully-diluted basis; (b) Limbach, Inc. shall fail to own one hundred percent (100%) of the Ownership Interests of the Parent, (c)
the Parent shall fail to own one hundred percent (100%) of the Ownership Interests of the Borrower or any of its other Subsidiaries;
(d) the Borrower shall fail to own, directly or indirectly, one hundred percent (100%) of the Ownership Interests of any of its
Subsidiaries that are Guarantors or that are required to be Guarantors under this Agreement, (e) during any period of twelve (12)
consecutive months, a majority of the members of the board of directors or other equivalent governing body of the Borrower cease
to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period,
(ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause
(i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body
or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to
in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent
governing body; or (f) any “Change of Control” (or words of like import), as defined in any agreement or indenture
relating to any issue of Material Indebtedness (including the Mezzanine Subordinated Debt) of any Loan Party shall occur.


 


“Closing Date”
means the date of this Agreement or such later Business Day upon which each condition described in Section 3.2 shall be satisfied
or waived in a manner acceptable to the Administrative Agent in its discretion.


 


“Code”
means the Internal Revenue Code of 1986, or any successor statute thereto.


 


“Collateral”
means all properties, rights, interests, and privileges from time to time subject to the Liens granted to the Administrative Agent,
or any security trustee therefor, by the Collateral Documents.


 


“Collateral
Access Agreement” means any landlord waiver, warehouse, processor or other bailee letter or other agreement, in form
and substance satisfactory to the Administrative Agent, between the Administrative Agent and any third party (including any bailee,
consignee, customs broker, or other similar Person) in possession of any Collateral or any landlord of the Borrower or any Subsidiary
for any real property where any Collateral is located, as such landlord waiver, bailee letter or other agreement may be amended,
restated, or otherwise modified from time to time.


 




    	 	-7-	 



     


    

 


“Collateral
Account” is defined in Section 4.5(a).


 


“Collateral
Documents” means the Mortgages, the Security Agreement, and all other security agreements, pledge agreements, control
agreements, assignments, financing statements and other documents pursuant to which Liens are granted to the Administrative Agent
by the Loan Parties or such Liens are perfected, and as shall from time to time secure or relate to the Secured Obligations or
any part thereof, but not including any Hedge Agreements or agreements governing Bank Product Liabilities.


 


“Collateral
Report” means a Schedule of Accounts and a Schedule of Retainage, each as of the last day of the immediately preceding
month and in form and substance reasonably satisfactory to the Lender, and a duly completed collateral report/borrowing base certificate
in form and substance satisfactory to the Administrative Agent.


 


“Commitments”
means the Revolving Credit Commitments and the Term Loan Commitments.


 


“Commodity
Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.).


 


“Communications”
is defined in Section 10.8(d)(ii).


 


“Connection
Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that
are franchise Taxes or branch profits Taxes.


 


“Contingent
Obligation” means as to any Person, any obligation of such Person guaranteeing or intended to guarantee any Indebtedness
(“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether
directly or indirectly, including, any obligation of such Person, whether or not contingent, (a) to purchase any such primary
obligation or any Property constituting direct or indirect security therefor, (b) to advance or supply funds (i) for
the purchase or payment of any such primary obligation or (ii) to maintain working capital or equity capital of the primary
obligor or otherwise to maintain the net worth or solvency of the primary obligor, (c) to purchase property, securities or
services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to
make payment of such primary obligation or (d) otherwise to assure or hold harmless the holder of such primary obligation
against loss in respect thereof; provided, however, that the term Contingent Obligation shall not include endorsements of
instruments for deposit or collection in the ordinary course of business or entered into in the ordinary course of business in
connection with any contractual arrangement, including any Acquisition, Capital Expenditure, Investment or disposition of assets
permitted under this Agreement (other than such obligations with respect to Indebtedness). The amount of any Contingent Obligation
shall be deemed to be the amount required to be reflected on the financial statements of a Person determined in accordance with
GAAP.


 




    	 	-8-	 



     


    

 


“Controlled
Group” means all members of a controlled group of corporations, limited liability companies, partnerships and all trades
or businesses (whether or not incorporated) under common control which, together with any Loan Party, are treated as a single employer
under Section 414(b) or (c) of the Code and, for purposes of Section 302 of ERISA and Section 412 of the Code, under Section
414(b), (c), (m), and (o) of the Code.


 


“Credit”
means any of the Revolving Credit and the Term Credit.


 


“Credit Event”
means the advancing of any Loan, the continuation of or conversion into a Eurodollar Loan (but excluding an advance of a Loan made
for the purpose of repaying Swing Loans or paying unpaid Reimbursement Obligations), or the issuance of, or extension of the expiration
date or increase in the amount of, any Letter of Credit.


 


“Damages”
means all damages, including punitive damages (if payable to a third party), liabilities, costs, expenses, losses, judgments, fines,
penalties, demands, claims, cost recovery actions, lawsuits, administrative proceedings, orders, response action, removal and remedial
costs, compliance costs, investigation expenses, consultant fees, attorneys’ and paralegals’ fees and litigation expenses.


 


“Debtor Relief
Laws” means the United States Bankruptcy Code and all other liquidation, conservatorship, bankruptcy, assignment for
the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of
the United States of America or other applicable jurisdictions from time to time in effect.


 


“Default”
means any event or condition the occurrence of which would, with the passage of time or the giving of notice, or both, constitute
an Event of Default.


 




    	 	-9-	 



     


    

 


“Defaulting
Lender” means, subject to Section 8.6(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans
within two (2) Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative
Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions
precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified
in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, the L/C Issuer, Swing Line Lender or any other
Lender any other amount required to be paid by it hereunder (including in respect of its Loans or participation in Letters of Credit
or Swing Loans) within two (2) Business Days of the date required to be funded by it hereunder, (b) has notified the Borrower,
the Administrative Agent, the L/C Issuer or the Swing Line Lender in writing that it does not intend to comply with its funding
obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s
obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition
precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such
writing or public statement) cannot be satisfied), (c) has failed, within three (3) Business Days after written request by the
Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with
its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant
to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has
a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, or (ii) had appointed
for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged
with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other
state or federal regulatory authority acting in such a capacity; provided that a Lender shall not be a Defaulting Lender
solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company
thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity
from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets
or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made
with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under clauses (a) through
(d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject
to Section 8.6(b)) upon delivery of written notice of such determination to the Borrower, the L/C Issuer, and each Lender.


 


“Disposition”
means the sale, lease, conveyance or other disposition of Property, other than sales or other dispositions expressly permitted
under Sections 6.13(a) or 6.13(g).


 


“Disproportionate
Advance” is defined in Section 2.5(e).


 


“Dollars”
and “$” each means the lawful currency of the United States of America.


 


“Duly Authorized
Officer” means the President, Chief Executive Officer, the Chief Financial Officer, any Vice-President, the Treasurer
(if at any time applicable), and the Secretary of each Loan Party, as applicable.


 


“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) all fees and expenses paid in cash by the Borrower and its Subsidiaries
during such period and paid on or before that date occurring six months after the Closing Date in connection with this Agreement
and the Related Transactions in an aggregate amount not to exceed $2,500,000 and (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; provided that, for each fiscal quarter ending on the dates set forth below, “EBITDA”
shall be equal to the corresponding amount set forth below for each such respective quarter and EBITDA for the fiscal quarter ending
June 30, 2016 shall mean the actual EBITDA for the period then ending calculated in accordance with the foregoing definition plus
the amounts set forth on Schedule 1-B:


 




    	 	-10-	 



     


    

 


	September 30, 2015	 	$	3,346,000	 
	 	 	 	 	 
	December 31, 2015	 	$	5,068,000	 
	 	 	 	 	 
	March 31, 2016	 	$	3,311,000	 



 


“Eligible
Accounts” means those Accounts of each of the Loan Parties as to which the Administrative Agent has a first priority
perfected Lien (subject only to any common law rights of the Bonding Company therein), that comply with all of the representations
and warranties made to the Administrative Agent and the Lenders under this Agreement and the other Loan Documents; provided,
that the following Accounts of the Loan Parties are not Eligible Accounts:


 


(a)          Accounts
which remain unpaid more than ninety (90) calendar days from the invoice date;


 


(b)          Accounts
with respect to which the Account Debtor is a director, officer, employee, equity holder, or Affiliate of any Loan Party, including
any Account Debtor of which an officer, director or employee is a holder of equity in any Loan Party;


 


(c)          Accounts
with respect to which the Account Debtor is not a resident of the United States or Canada or who is not subject to service of process
within the continental United States or Canada, unless such Accounts are supported by irrevocable letters of credit or other credit
support in amount and on terms reasonably satisfactory to the Administrative Agent, the proceeds of which are assigned to the Administrative
Agent in a manner reasonably satisfactory to the Administrative Agent, each in the Administrative Agent’s sole determination;


 


(d)          Accounts
in dispute (but only to the extent of such disputed amount) or with respect to which the Account Debtor has asserted, or any Loan
Party or the Administrative Agent has reason to believe the Account Debtor is entitled to assert, a counterclaim or right of setoff
(but only to the extent of such counterclaim or setoff amount);


 


(e)          Accounts
with respect to which the prospect of payment or performance by the Account Debtor is or will be impaired, as determined by the
Administrative Agent in the exercise of its Permitted Discretion;


 


(f)          Accounts
that are not valid, legally enforceable obligations of the Account Debtor thereunder;


 


(g)          Accounts
with respect to which the Account Debtor is the subject of bankruptcy or a similar insolvency proceeding or has made an assignment
for the benefit of creditors or whose assets have been conveyed to a receiver or trustee (other than post petition accounts payable
of an Account Debtor that is a debtor-in-possession under the United States Bankruptcy Code);


 




    	 	-11-	 



     


    

 


(h)          Accounts
with respect to which the Account Debtor’s obligation to pay the Account is conditional upon the Account Debtor’s approval
or is otherwise subject to any repurchase obligation or return right, as with sales made on a bill-and-hold, guaranteed sale, sale-and-return,
sale on approval or consignment basis;


 


(i)          Accounts
which arise out of sales not made in the ordinary course of the applicable Loan Party’s business;


 


(j)          any
Account with respect to which the Account Debtor has returned to the applicable Loan Party twenty percent (20%) or more of the
Inventory of the applicable Loan Party the sale of which gave rise to such Account,


 


(k)          Accounts
with respect to which any document or agreement executed or delivered in connection therewith, or any procedure used in connection
with any such document or agreement, fails in any material respect to comply with the requirements of applicable law, or with respect
to which any representation or warranty contained in this Agreement is untrue or misleading in any material respect;


 


(l)          Accounts
with respect to which any Loan Party is or may become liable to the Account Debtor for goods sold or services rendered by the Account
Debtor to such Loan Party, to the extent of the Loan Parties’ existing or potential liability to such Account Debtor;


 


(m)          Accounts
which, if evidenced by chattel paper or an instrument, the originals of such chattel paper or instrument have not been endorsed
and/or assigned and delivered to the Administrative Agent, or in the case of electronic chattel paper, are not in the control of
the Administrative Agent, in each case in a manner reasonably satisfactory to the Administrative Agent;


 


(n)          if
any Loan Party maintains a credit limit for an Account Debtor, any Account owed by such Account Debtor to the extent that it exceeds
such credit limit;


 


(o)          Accounts
with respect to which the possession and/or control of the goods sold giving rise thereto is held, maintained or retained by any
Loan Party for the account of, or subject to, further and/or future direction from the Account Debtor with respect thereto;


 


(p)          Accounts
with respect to an Account Debtor that is located in any jurisdiction that has adopted a statute or other requirement with respect
to which any Person that obtains business from within such jurisdiction must file a notice of business activities report or make
any other required filings in a timely manner in order to enforce its claims in such jurisdiction’s courts unless (i) such
notice of business activities report has been duly and timely filed or the applicable Loan Party is exempt from filing such report
and the Borrower has provided the Administrative Agent with satisfactory evidence of such exemption or (ii) the failure to make
such filings may be cured retroactively by the Borrower for a nominal fee;


 




    	 	-12-	 



     


    

 


(q)          Accounts
that arise out of a contract or order which, by its terms, forbids or makes void or unenforceable the assignment thereof by the
applicable Loan Party to the Administrative Agent or may be unassignable for any other reason;


 


(r)          Accounts
which are subject to any counterclaim, credit, trade or volume discount, allowance, discount, rebate or adjustment by the Account
Debtor with respect thereto (but only to the extent of such counterclaim, credit, discount, allowance, rebate or adjustment);


 


(s)          Accounts
in which the Administrative Agent (for the benefit of the Lenders) does not have a valid and enforceable first priority perfected
security interest (subject only to any common law rights of the Bonding Company therein); and


 


(t)          is
an Account that is otherwise determined by the Administrative Agent in its Permitted Discretion to be ineligible.


 


In addition to the
foregoing, all Accounts owed by an Account Debtor will not be Eligible Accounts if, with respect to such Account Debtor, twenty-five
percent (25%) or more of the aggregate amount of outstanding Accounts owed at such time by such Account Debtor with respect to
a specific job or project only (and not all jobs and projects with such Account Debtor) are not Eligible Accounts solely with respect
to clause (a) of this definition; provided that, notwithstanding this additional eligibility condition (the “Additional
Eligibility Condition”), up to $2.0 million of such Accounts, which are also not unpaid for more than one-hundred twenty
(120) calendar days past the original invoice date therefore, may be Eligible Accounts if they would be eligible but for the Additional
Eligibility Condition; provided further that, notwithstanding the foregoing proviso, the eligibility of all Accounts that
do not satisfy the Additional Eligibility Condition shall end on May 31, 2017.


 


Any Account which is
at any time an Eligible Account but which subsequently fails to meet any of the foregoing requirements shall forthwith cease to
be an Eligible Account, and further, with respect to any Account, if the Administrative Agent at any time hereafter determines
in its Permitted Discretion that the prospect of payment or performance by the Account Debtor with respect thereto is materially
impaired for any reason whatsoever, such Account shall cease to be an Eligible Account after notice of such determination is given
to the Borrower.


 


For the avoidance of
doubt, any Account which is bonded under a Bonding Agreement shall be an Eligible Account so long as it meets all of the foregoing
requirements.


 


“Eligible
Assignee” means any Person that meets the requirements to be an assignee under Section 10.9(b)(iii), 10.9(b)(v)
and 10.9(b)(vi) (subject to such consents, if any, as may be required under Section 10.9(b)(iii)).


 


“Environmental
Claim” means any investigation, notice of violation, demand, allegation, action, suit, injunction, judgment, order, consent
decree, penalty, fine, lien, proceeding or claim (whether administrative, judicial or private in nature) arising pursuant to or
in connection with: (a) an actual or alleged violation of any Environmental Law, (b) any Hazardous Material, (c) any
actual or threatened abatement, removal, investigation, remediation or corrective or response action required by Environmental
Laws or a any Governmental Authority, or (d) any actual or alleged damage, injury, threat or harm to human health, safety
natural resources or the environment.


 




    	 	-13-	 



     


    

 


“Environmental
Law” means any applicable Legal Requirement pertaining to (a) the protection, conservation, use or management of
the environment, human health and safety, natural resources and wildlife, (b) the protection or use of surface water or groundwater,
(c) the management, manufacture, possession, presence, use, generation, transportation, treatment, storage, disposal, Release,
threatened Release, investigation, abatement, removal, remediation or handling of, or exposure to, any Hazardous Material, or (d)
any Release of Hazardous Materials to air, land, surface water or groundwater, and any amendment, rule, regulation, order or directive
issued thereunder.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974.


 


“ERISA Event”
means (a) a reportable event as described in Section 4043(c) of ERISA (unless the 30-day notice requirement has been waived under
applicable regulations) with respect to a Plan; (b) the withdrawal of the Loan Party or any member of its Controlled Group from
a Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial employer” as defined
in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA;
(c) a complete or partial withdrawal by the Loan Party or any member of its Controlled Group from a Multiemployer Plan or notification
that a Multiemployer Plan is in reorganization; (d) the filing of a notice of reorganization, insolvency or termination (or the
treatment of a plan amendment as a termination) under Section 4041 or 4041A of ERISA; (e) the termination of a Plan or the filing
of a notice to terminate a Plan under Section 4041(c) of ERISA; (f) the institution by the PBGC of proceedings to terminate a Plan;
(g) any event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of
a trustee to administer, any Plan; (h) the determination that any Plan is considered an at-risk plan within the meaning of Section
430 of the Code or Section 303 of ERISA; (i) the determination that any Multiemployer Plan is in critical or at-risk status within
the meaning of Section 432 of the Code or Section 305 of ERISA; (j) the imposition of any liability under Title IV of ERISA, other
than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Loan Party or any member of its Controlled
Group; or (k) a failure by the Loan Party or any member of its Controlled Group to meet all applicable requirements regarding minimum
required contributions set forth in Sections 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA
in respect of a Plan, whether or not waived, or the failure by the Loan Party or any member of its Controlled Group to make any
required contribution to a Multiemployer Plan.


 


“Eurodollar
Loan” means a Loan bearing interest at the rate specified in Section 2.4(b).


 


“Event of
Default” means any event or condition identified as such in Section 7.1.


 




    	 	-14-	 



     


    

 


“Event of
Loss” means, with respect to any Property, any of the following: (a) any loss, destruction or damage of such Property
or (b) any condemnation, seizure, or taking, by exercise of the power of eminent domain or otherwise, of such Property, or
confiscation of such Property or the requisition of the use of such Property.


 


“Excess Availability”
means, as of any time the same is to be determined, the amount (if any) by which (a) the lesser of (i) the Revolving Credit
Commitments of all Lenders as then in effect, and (ii) the Borrowing Base as then determined and computed exceeds (b) the aggregate
principal amount of Revolving Loans, Swing Loans, and L/C Obligations then outstanding.


 


“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 the Borrower 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 the Borrower 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 for such period, including
Tax Distributions, to the extent permitted to be made under this Agreement, 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.


 


“Excess Interest”
is defined in Section 10.16.


 


“Excluded
Deposit Account” means a deposit account the balance of which consists exclusively of (and is identified when established
as an account established solely for the purposes of) (a) withheld income Taxes and federal, state, local or foreign employment
Taxes in such amounts as are required in the reasonable judgment of a Loan Party to be paid to the Internal Revenue Service or
any other U.S., federal, state or local or foreign government agencies within the following month with respect to employees of
such Loan Party, (b) amounts required to be paid over to an employee benefit plan pursuant to DOL Reg. Sec. 2510.3-102
on behalf of or for the benefit of employees of any Loan Party, (c) amounts which are required to be pledged or otherwise
provided as security pursuant to any requirement of any Governmental Authority or foreign pension requirement, (d) amounts
to be used to fund payroll obligations (including, but not limited to, amounts payable to any employment contracts between any
Loan Party and their respective employees), and (e) other deposit accounts maintained in the ordinary course of business containing
cash amounts that do not exceed at any time $50,000 for any such account and $100,000 in the aggregate for all such accounts under
this clause (e), unless requested by the Administrative Agent.


 




    	 	-15-	 



     


    

 


“Excluded
Equity Issuances” means the issuance by any Subsidiary of equity securities to the Borrower or any Guarantor, as applicable.


 


“Excluded
Property” means (a) any fee-owned real property with a fair market value of less than $250,000, unless requested
by the Administrative Agent; (b) any leased real property with a fair market value of less than $250,000, unless requested
by the Administrative Agent; (c) any goods securing purchase money indebtedness or Capitalized Lease Obligations if
the granting of a Lien to any third party is prohibited by the agreement(s) setting forth the terms and conditions applicable to
such Indebtedness, but only if such Indebtedness and the Liens securing the same are permitted by Sections 6.11(d) and 6.12(e)
of the Credit Agreement; provided that if and when the prohibition which prevents the granting of a Lien in any such Property
is removed, terminated or otherwise becomes unenforceable as a matter of law (including, without limitation, the termination of
any such security interest resulting from the satisfaction of the Indebtedness secured thereby), and notwithstanding any previous
release of Lien provided by the Administrative Agent requested in connection with respect to any such Indebtedness, the Excluded
Property will no longer include such Property and the Administrative Agent will be deemed to have, and at all times to have had,
a security interest in such property and the Collateral will be deemed to include, and at all times to have included, such Property
without further action or notice by any Person; (d) any permit or license issued to any Loan Party as the permit holder or
licensee thereof or any lease to which any Loan Party is lessee thereof, in each case only to the extent and for so long as the
terms of such permit, license, or lease effectively (after giving effect to Sections 9-406 through 9-409, inclusive, of the Uniform
Commercial Code in the applicable state (or any successor provision or provisions) or any other applicable law) prohibit the creation
by such Loan Party of a security interest in such permit, license, or lease in favor of the Administrative Agent or would result
in an effective invalidation, termination or breach of the terms of any such permit, license or lease (after giving effect to Sections
9-406 through 9-409, inclusive, of the Uniform Commercial Code in the applicable state (or any successor provision or provisions)
or any other applicable law), in each case unless and until any required consents are obtained; provided that the Excluded
Property will not include, and the Collateral shall include and the security interest granted in the Collateral shall attach to,
(x) all proceeds, substitutions or replacements of any such excluded items referred to herein unless such proceeds, substitutions
or replacements would constitute excluded items hereunder, (y) all rights to payment due or to become due under any such excluded
items referred to herein, and (z) if and when the prohibition which prevents the granting of a security interest in any such
Property is removed, terminated, or otherwise becomes unenforceable as a matter of law, the Administrative Agent will be deemed
to have, and at all times to have had, a security interest in such property, and the Collateral will be deemed to include, and
at all times to have included, such Property without further action or notice by any Person; (e) Excluded Deposit Accounts
and (f) Ownership Interests in any Special Purpose Joint Venture to the extent prohibited by its Organization Documents.


 


“Excluded
Swap Obligation” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion
of the Guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or
any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation, or order of the Commodity
Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure
for any reason not to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the
regulations thereunder at the time the Guarantee of such Guarantor or the grant of such security interest becomes effective with
respect to such related Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such
exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guarantee or security
interest is or becomes illegal.


 




    	 	-16-	 



     


    

 


“Excluded
Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted
from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch
profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal
office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political
subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed
on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment (or otherwise
pursuant to any Loan Document) pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan
or Commitment or becomes a party to this Agreement (other than pursuant to an assignment request by the Borrower under Section
10.2(b)) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 10.1, amounts
with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto
or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Lender’s failure to comply
with Section 10.1(g), and (d) any U.S. federal withholding Taxes imposed under FATCA.


 


“Existing
Letters of Credit” means and includes those letters of credit listed on Schedule 2.3 attached hereto issued by the
L/C Issuer prior to, and outstanding on, the Closing Date.


 


“Facility
Termination Date” means the date on which the Commitments are terminated, all Letters of Credit that are not Cash Collateralized
pursuant to Section 4.5 have expired, and the principal of and interest on the Loans and all other Obligations payable by
the Borrower and the other Loan Parties under this Agreement and all other Loan Documents (other than any contingent or indemnification
obligations not then due) and, if then outstanding and unpaid, all Hedging Liability and Bank Product Liability shall have been
paid in full or collateralized in a manner reasonably acceptable to the Lender or Affiliate of a Lender to whom such obligations
are owed.


 


“FATCA”
means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version of such sections
that are substantively comparable and not materially more onerous to comply with) and any current or future regulations or official
interpretations thereof (including any Revenue Ruling, Revenue Procedure Notice or similar guidance issued by the U.S. Internal
Revenue Service as a precondition to relief or exemption from taxes under such provisions), and any agreements entered into pursuant
to Section 1471(b)(1) of the Code and any intergovernmental agreement entered into in connection with the implementation of
such Sections.


 




    	 	-17-	 



     


    

 


“Federal Funds
Rate” means for any day, the rate per annum (based on a year of 365 or 366 days, as the case may be, and the actual
number of days elapsed and rounded upward to the nearest 1/100 of 1%) announced by the Federal Reserve Bank of New York (or any
successor) on such day as being the weighted average of the rates on overnight federal funds transactions arranged by federal funds
brokers on the previous trading day, as computed and announced by such Federal Reserve Bank (or any successor) in substantially
the same manner as such Federal Reserve Bank computes and announces the weighted average it refers to as the “Federal
Funds Effective Rate” as of the date of this Agreement, or, if such rate is not so published for any day that is a Business
Day, the average (rounded upward, if necessary, to the next higher 1/100 of 1%) of the quotations for such day for such transactions
received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.


 


“Fixed Charge
Coverage Ratio” means, at any time the same is to be determined, the ratio of (a) EBITDA for the four consecutive
fiscal quarters of the Borrower and its Subsidiaries then most recently ended less Capital Expenditures made by the Borrower
and its Subsidiaries during the same four consecutive fiscal quarters not financed with Indebtedness to (b) Fixed Charges
for the same four consecutive fiscal quarters.


 


“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 the Borrower and its Subsidiaries, plus (b) the cash portion of any Interest Expense for such
period, plus (c) Restricted Payments made by the Borrower and its Subsidiaries during such period (including, for the
avoidance of doubt, Tax Distributions made during such period), plus (d) without duplication, federal, state, and local
income taxes paid in cash by the Borrower and its Subsidiaries during such period. For purposes of calculating Fixed Charges for
any period prior to the quarter ending September 30, 2017, (x) scheduled payments of principal shall be deemed for all periods
included in such calculation to be an aggregate of $3,000,000 and (y) the cash portion of any Interest Expense for such period
shall mean (A) for the fiscal quarter ending September 30, 2016, the actual cash Interest Expense for such quarter multiplied by
4, (B) for the fiscal quarter ending December 31, 2016, the actual cash Interest Expense for the fiscal quarters ending September
30, 2016 and December 31, 2016 multiplied by 2, and (C) for the fiscal quarter ending March 31, 2017, the actual cash Interest
Expense for the fiscal quarters ending September 30, 2016, December 31, 2016 and March 31, 2017 multiplied by 4/3.


 


“Florida Property”
means that certain parcel of real property located at 5401 Benchmark Lane, Sanford, Florida 32773.


 


“Foreign Lender”
means a Lender that is not a U.S. Person.


 


“Fronting
Exposure” means, at any time there is a Defaulting Lender, (a) with respect to the L/C Issuer, such Defaulting Lender’s
Percentage of the outstanding L/C Obligations other than L/C Obligations as to which such Defaulting Lender’s participation
obligation has been reallocated to other Lenders or Cash Collateralized in accordance with Section 4.5, and (b) with respect
to the Swing Line Lender, such Defaulting Lender’s Percentage of outstanding Swing Loans other than Swing Loans as to which
such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance
with Section 4.5.


 




    	 	-18-	 



     


    

 


“GAAP”
means generally accepted accounting principles set forth from time to time in the opinions and pronouncements of the Accounting
Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board (or agencies with similar functions of comparable stature and authority within the U.S. accounting profession),
which are applicable to the circumstances as of the date of determination.


 


“Governmental
Authority” means the government of the United States of America, any other nation or any political subdivision thereof,
whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising
executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including
any supra-national bodies such as the European Union or the European Central Bank).


 


“Guarantee”
of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing
or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”)
in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase
or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to
advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities
or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to
maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to
enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of
credit or letter of guaranty issued to support such Indebtedness or obligation; provided that the term Guarantee shall not
include endorsements for collection or deposit in the ordinary course of business.


 


“Guarantors”
means and includes 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.


 


“Guaranty
Agreements” means and includes the Guarantee of the Loan Parties provided for in Section 11, and any other guaranty
agreement executed and delivered in order to guarantee the Secured Obligations or any part thereof in form and substance acceptable
to the Administrative Agent.


 


“Hazardous
Material” means any hazardous, toxic or harmful chemical, substance, waste, compound, material, product or byproduct
subject to or regulated under Environmental Laws, including but not limited to radon, asbestos, polychlorinated biphenyls, petroleum
(including crude oil or any fraction thereof) and lead.


 




    	 	-19-	 



     


    

 


“Hedge Agreement”
means any (a) agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving,
or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic,
financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination
of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services
provided by current or former directors, officers, employees or consultants of any Loan Party or its Subsidiaries shall be a Hedge
Agreement or (b) any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International
Foreign Exchange Master Agreement, or any other similar master agreement.


 


“Hedging Liability”
means the liability (after taking into account the effect of any legally enforceable netting agreements related thereto and not
including any Excluded Swap Obligations or obligations under Bonding Agreements) of any Loan Party to any of the Lenders, or any
Affiliates of such Lenders, in respect of any Hedge Agreement as such Loan Party, as the case may be, may from time to time enter
into with any one or more of the Lenders party to this Agreement or their Affiliates, equal to (a) for any such date on or after
the date such Hedge Agreement has been closed out and termination value determined in accordance therewith, such termination value
and (b) for any date before the date referenced in clause (a), the amount determined as the mark-to market value for such Hedge
Agreement; provided, however, that, with respect to any Guarantor, Hedging Liability Guaranteed by such Guarantor shall
exclude all Excluded Swap Obligations and obligations under Bonding Agreements.


 


“Hostile Acquisition”
means the acquisition of the Ownership Interests of a Person through a tender offer or similar solicitation of the owners of such
Ownership Interests which has not been approved (prior to such acquisition) by resolutions of the board of directors of such Person
or by similar action if such Person is not a corporation, and, if such acquisition has been so approved, as to which such approval
has not been withdrawn.


 


“Indebtedness”
means for any Person (without duplication) (a) all indebtedness of such Person for borrowed money, whether current or funded,
or secured or unsecured, (b) all indebtedness of such Person for the deferred purchase price of Property or services, (c) all
indebtedness created or arising under any conditional sale or other title retention agreement with respect to Property acquired
by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of a default are
limited to repossession or sale of such Property), (d) all indebtedness of such Person secured by a purchase money mortgage
or other Lien to secure all or part of the purchase price of Property subject to such mortgage or Lien, whether or not such Person
has assumed or become liable for the payment of such indebtedness, (e) all indebtedness secured by any Lien upon property
of such Person, (f) all Capitalized Lease Obligations of such Person, (g) any existing reimbursement, payment or similar
obligations of such Person in respect of bankers’ acceptances, letters of credit and other extensions of credit whether or
not representing obligations for borrowed money, (h) all obligations of such Person to purchase, redeem, retire, defease or otherwise
make any payment in respect of any Ownership Interest in such Person or any other Person or any warrant, right or option to acquire
such Ownership Interest, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary
liquidation preference plus accrued and unpaid dividends, (i) all obligations of such Person under any Hedge Agreement (in
each case valued as the termination value thereof computed in accordance with a method approved by the International Swap Dealers
Association and agreed to by such Person in the applicable agreement, if any), (j) any indebtedness, whether or not assumed,
secured by Liens on Property acquired by such Person at the time of acquisition thereof, (k) all obligations under any so-called
“synthetic lease” transaction entered into by such Person, (l) all obligations under any so-called “asset
securitization” transaction entered into by such Person, and (m) all Contingent Obligations of such Person in respect
of indebtedness referred to in clauses (a) through (l) above, it being understood that the term “Indebtedness” shall
not include (i) payables, purchase orders, and accrued expenses arising in the ordinary course of business or (ii)  obligations
of such Person in respect of (x) payment of bonuses or other deferred compensation to employees of such Person or any of its
Subsidiaries, (y) any purchase price adjustment, earnout or deferred payment obligation of a similar nature incurred in connection
with an Acquisition, and (z) deposits from customers. For the avoidance of doubt, any premiums payable under the Bonding Agreements
shall not be Indebtedness unless not paid when due.


 




    	 	-20-	 



     


    

 


“Indemnified
Taxes” means (a) all Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account
of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.


 


“Indemnitee”
is defined in Section 10.12(b).


 


“Interest
Expense” means, with reference to any period, the sum of all interest charges (including imputed interest charges with
respect to Capitalized Lease Obligations and all amortization of debt discount and expense, and other banking fees, discounts,
charges and commissions) of the Borrower and its Subsidiaries for such period determined on a consolidated basis in accordance
with GAAP.


 


“Interest
Payment Date” means (a) with respect to any Eurodollar Loan, the last day of each Interest Period with respect to
such Eurodollar Loan and on the maturity date and, if the applicable Interest Period is longer than three (3) three months,
on each day occurring every three (3) months after the commencement of such Interest Period, (b) with respect to any
Base Rate Loan (other than Swing Loans), the last Business Day of every calendar month and on the maturity date, and (c) as
to any Swing Loan, the last day of the Interest Period with respect to such Swing Loan, and on the maturity date.


 


“Interest
Period” means, with respect to Eurodollar Loans and Swing Loans, the period commencing on the date a Borrowing of Loans
is advanced, continued or created by conversion and ending: (a) in the case of a Eurodollar Loan, one (1), two (2), or three
(3) months thereafter, as the Borrower may elect, and (b) in the case of a Swing Loan, on the date one (1) to five
(5) Business Days thereafter as mutually agreed to by the Borrower and the Swing Line Lender; provided, however, that:


 


(i)          no
Interest Period with respect to any Revolving Loans or any Swing Loan shall extend beyond the Revolving Credit Termination Date
and no Interest Period with respect to any portion of the Term Loans shall extend beyond the final maturity date of the Term Loans;


 




    	 	-21-	 



     


    

 


(ii)         no
Interest Period with respect to any portion of the Term Loans consisting of Eurodollar Loans shall extend beyond a date on which
the Borrower is required to make a scheduled payment of principal on the Term Loans, unless the sum of (x) the aggregate principal
amount of Term Loans that are Base Rate Loans plus (y) the aggregate principal amount of Term Loans that are Eurodollar
Loans with Interest Periods expiring on or before such date equals or exceeds the principal amount to be paid on the Term Loans
on such payment date;


 


(iii)        whenever
the last day of any Interest Period would otherwise be a day that is not a Business Day, the last day of such Interest Period shall
be extended to the next succeeding Business Day, provided that, if such extension would cause the last day of an Interest
Period for a Borrowing of Eurodollar Loans to occur in the following calendar month, the last day of such Interest Period shall
be the immediately preceding Business Day; and


 


(iv)        for
purposes of determining an Interest Period for a Borrowing of Eurodollar Loans, a month means a period starting on one day in a
calendar month and ending on the numerically corresponding day in the next calendar month; provided, however, that if there
is no numerically corresponding day in the month in which such an Interest Period is to end or if such an Interest Period begins
on the last Business Day of a calendar month, then such Interest Period shall end on the last Business Day of the calendar month
in which such Interest Period is to end.


 


“Inventory”
means “inventory” as defined in the UCC, including, without limitation, any and all inventory and goods of each Loan
Party, wheresoever located, whether now owned or hereafter acquired by such Loan Party, which are held for sale or lease, furnished
under any contract of service or held as raw materials, work-in-process or supplies, and all materials used or consumed in such
Loan Party’s business, and shall include such property the sale or other disposition of which has given rise to Accounts
and which has been returned to or repossessed or stopped in transit by such Loan Party.


 


“Investment”
means any investment in any Person, whether by means of a loan or advance, guarantee of obligations, purchase of equity or
obligations, acquisition of all or any substantial part of the assets or business of any Person or any division thereof, entry
into joint ventures or partnerships, purchase or ownership of a futures contract or otherwise becoming liable for the purchase
or sale of currency or other commodities at a future date in the nature of a futures contract.


 


“IRS”
means the United States Internal Revenue Service.


 


“L/C Issuer”
means Fifth Third Bank, an Ohio banking corporation, and any successor pursuant to Section 10.9(g).


 




    	 	-22-	 



     


    

 


“L/C Obligations”
means, at any time the same is to be determined, the sum of (i) the full amount available for drawing under all outstanding Letters
of Credit and (ii) all unpaid Reimbursement Obligations.


 


“L/C Participation
Fee” is defined in Section 2.13(b).


 


“L/C Sublimit”
means $5,000,000, as reduced pursuant to the terms hereof.


 


“Legacy Claims”
means charges and/or losses pertaining to the pending litigation arising out of the contracts or construction projects commonly
known as SCI Fayette and Wilshire Vermont as described on Schedule 5.5 to this Agreement.


 


“Legal Requirement”
means any treaty, convention, statute, law, common law, regulation, ordinance, license, permit, governmental approval, injunction,
judgment, order, consent decree, restriction or other requirement of any Governmental Authority.


 


“Lenders”
means and includes the banks, financial institutions and other lenders from time to time party to this Agreement, as a “Lender”
hereunder, including each assignee Lender pursuant to Section 10.9. Unless the context requires otherwise, the term “Lenders”
includes the Swing Line Lender.


 


“Letter of
Credit” is defined in Section 2.3(a).


 


“LIBOR”
means, for an Interest Period for a Borrowing of Eurodollar Loans, (a) the LIBOR Index Rate for such Interest Period, if such
rate is available, and (b) if the LIBOR Index Rate cannot be determined, the arithmetic average of the rates of interest per
annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) at which deposits in Dollars in immediately available funds are
offered to the Administrative Agent at 11:00 a.m. (London, England time) two (2) Business Days before the beginning of
such Interest Period by three (3) or more major banks in the interbank eurodollar market selected by the Administrative Agent
for delivery on the first day of and for a period equal to such Interest Period and in an amount equal or comparable to the principal
amount of the Eurodollar Loan scheduled to be made by the Administrative Agent as part of such Borrowing; provided that,
in no event shall LIBOR be less than 0.00%.


 


“LIBOR Index
Rate” means, for an Interest Period for any Borrowing of Eurodollar Loans, the rate per annum (rounded upwards, if necessary,
to the next higher one hundred-thousandth of a percentage point) for deposits in Dollars for a period equal to such Interest Period,
which appears on the Reuters Screen LIBOR01 Page as of 11:00 a.m. (London, England time) on the day two (2) Business Days before
the commencement of such Interest Period.


 


“Lien”
means any lien, mortgage, deed of trust, pledge, assignment as collateral security, security interest, charge, or encumbrance
in the nature of security in respect of any Property, including the interests of a vendor or lessor under any conditional sale,
Capital Lease or other title retention arrangement, and any option, trust, authorized UCC financing statement or other preferential
arrangement having the practical effect of any of the foregoing.


 




    	 	-23-	 



     


    

 


“Limbach,
Inc.” means Limbach Holdings, Inc., a Delaware corporation, which entity was named 1347 Capital Corp. prior to the consummation
of the Required Merger and the Related Transactions.


 


“Loan”
means any Revolving Loan, Term Loan or Swing Loan, whether outstanding as a Base Rate Loan or Eurodollar Loan or otherwise as permitted
hereunder, each of which is a “type” of Loan hereunder.


 


“Loan Documents”
means this Agreement, the Notes (if any), the Applications, the Collateral Documents, the Guaranty Agreements, the Surety Intercreditor
Agreement, the Subordination Agreements and each other agreement, instrument or document to be delivered hereunder or thereunder
or otherwise in connection therewith, other than Hedge Agreements. In no event shall any Hedge Agreements or agreements governing
Bank Product Liabilities constitute a Loan Document.


 


“Loan Party”
means the Borrower and each of the Guarantors.


 


“Margin Stock”
shall have the meaning given to such term in Regulation U of the Board of Governors of the Federal Reserve System.


 


“Material
Adverse Effect” means (a) a material adverse change in, or material adverse effect upon, the business, condition (financial
or otherwise) operations, performance or Properties of the Borrower or of the Loan Parties taken as a whole, (b) a material
impairment of the ability of any Loan Party to perform its material obligations under any Loan Document or (c) a material
adverse effect upon (i) the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document
or the rights and remedies of the Administrative Agent and the Lenders thereunder or (ii) the perfection or priority of any
Lien granted under any Collateral Document.


 


“Material
Agreement” means:


 


(a)          any
agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments
in excess of $1,000,000 per annum;


 


(b)          any
agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other
personal property, or for the furnishing or receipt of services, other than in the ordinary course of business, the term of which
extends over a period of more than one year from the date hereof or which involves consideration in excess of $750,000;


 


(c)          any
agreement concerning a partnership or joint venture;


 




    	 	-24-	 



     


    

 


(d)          any
agreement (or group of related agreements) under which Borrower or any of its Subsidiaries has created, incurred, assumed, or guaranteed
any Indebtedness, or any Capitalized Lease Obligation, in excess of $750,000 or under which a Person has imposed a lien on any
of the Borrower’s or its Subsidiaries’ Property;


 


(e)          reserved;


 


(f)          any
agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation
in excess of $500,000 or providing material severance benefits.


 


(g)          any
agreement under which the consequences of a default or termination would have a Material Adverse Effect;


 


(h)          any
agreement under which Borrower or any Subsidiary of the Borrower has loaned any Person, other than an officer, manager or director
of the Borrower or any Subsidiary of the Borrower, amounts in the aggregate exceeding $750,000; or


 


(i)          other
agreement (or group of related agreements) entered into other than in the ordinary course of business, the performance of which
involves consideration in excess of $750,000.


 


“Maximum Rate”
is defined in Section 10.16.


 


“Merger Agreement”
means that certain Agreement and Plan of Merger, dated as of March 23, 2016, by and between the Parent and Limbach, Inc.


 


“Mezzanine
Agent” means Alcentra Capital Corporation, as agent for the Mezzanine Lenders.


 


“Mezzanine
Loan Agreement” means that certain Loan Agreement dated as of the date hereof, among the Loan Parties, the Mezzanine
Agent, and the Mezzanine Lenders, as amended, modified, supplemented, restated or amended and restated from time to time in accordance
with the terms of the Mezzanine Subordination Agreement.


 


“Mezzanine
Debt Documents” means the “Loan Documents” as defined in the Mezzanine Loan Agreement as in effect on the
date hereof, as each may be amended, modified, supplemented, restated or amended and restated from time to time in accordance with
the terms of the Mezzanine Subordination Agreement.


 


“Mezzanine
Lenders” means the various financial institutions from time to time party to the Mezzanine Loan Agreement as lenders.


 


“Mezzanine
Subordinated Debt” means the “Obligations” under and as defined in the Mezzanine Loan Agreement.


 




    	 	-25-	 



     


    

 


“Mezzanine
Subordination Agreement” means that certain Subordination and Intercreditor Agreement dated as of the date hereof among
the Administrative Agent, the Mezzanine Agent, and the Loan Parties.


 


“Moody’s”
means Moody’s Investors Service, Inc.


 


“Mortgages”
means, collectively, any and all mortgages or deeds of trust delivered to the Administrative Agent pursuant to Section 4.2.


 


“Multiemployer
Plan” means any employee benefit plan described in Section 4001(a)(3) of ERISA, to which a Loan Party or any member of
the Controlled Group makes or is obligated to make contributions, or during the preceding five plan years, has made or has been
obligated to make contributions or to which a Loan Party or member of the Controlled Group may have liability.


 


“Net Cash
Proceeds” means, as applicable, (a) with respect to any Disposition by a Person, cash and cash equivalent proceeds
received by or for such Person’s account, net of (i) reasonable direct costs relating to such Disposition, (ii) sale,
use or other transactional taxes paid or payable (or, without duplication Tax Distributions) by such Person as a direct result
of such Disposition, (iii) the amount of any reserves established to fund contingent liabilities reasonably estimated to be payable
(the “Reserve Cash Proceeds”), in each case during the year that such Disposition occurred or in the next succeeding
year (the “Reserve Period”) and that are directly attributable to such Disposition (as determined reasonably
and in good faith by a Duly Authorized Officer); provided that (A) the Borrower has provided the Administrative Agent written
notice of such Reserve Cash Proceeds prior to or contemporaneously upon receiving such cash proceeds and (B) any and all Reserve
Cash Proceeds that have not been used to pay such liabilities shall be promptly paid to the Administrative Agent on the last day
of the applicable Reserve Period, and (iv) the amount of any Indebtedness secured by a Lien on the asset and discharged from the
proceeds of such Disposition, (b) with respect to any Event of Loss of a Person, cash and cash equivalent proceeds received
by or for such Person’s account (whether as a result of payments made under any applicable insurance policy therefor or in
connection with condemnation proceedings or otherwise), net of (i) reasonable direct costs incurred in connection with the collection
of such proceeds, awards or other payments and (ii) all money actually applied to repair or reconstruct the damaged Property or
Property affected by the condemnation or taking, and (c) with respect to any offering of Ownership Interests of a Person or
the issuance of any Indebtedness by a Person, cash and cash equivalent proceeds received by or for such Person’s account,
net of reasonable legal, underwriting, and other fees and expenses incurred as a direct result thereof.


 




    	 	-26-	 



     


    

 


“Net Income”
means, with reference to the applicable period, the net income (or net loss) of the Borrower and its Subsidiaries for such period
computed on a consolidated basis in accordance with GAAP;  provided that there shall be excluded from Net Income: (a) extraordinary
gains and losses reasonably acceptable to the Administrative Agent in its Permitted Discretion, (b) non-cash gains and losses realized
on any Disposition, (c) the cumulative effect of a change in accounting principles and (d) non-cash write ups and write downs
resulting from purchase accounting adjustments, other than goodwill, inventory and accounts receivable in connection with a Permitted
Acquisition; provided further that there shall also be excluded from Net Income (x) the net income (or net loss) of
any Person accrued prior to the date it becomes a Subsidiary of, or has merged into or consolidated with, the Borrower or another
Subsidiary, except to the extent that the Borrower has delivered the financial statements of the Acquired Business for such period,
which financial statements shall have been reviewed or audited by an independent accounting firm reasonably satisfactory to the
Administrative Agent, and the Administrative Agent agrees to the inclusion of such net income (or net loss) of such Person, (y) the
net income (or net loss) of any Person (other than a Subsidiary) in which the Borrower or any of its Subsidiaries has an Ownership
Interest in, except to the extent of the amount of dividends or other distributions actually paid to the Borrower or any of its
Subsidiaries during such period, and (z) the undistributed earnings of any Subsidiary to the extent that the declaration or
payment of dividends or similar distributions by such Subsidiary is not at the time permitted by the terms of any contractual obligation
(other than under any Loan Document) or Legal Requirement applicable to such Subsidiary.


 


“Non-Consenting
Lender” means any Lender that does not approve any consent, waiver or amendment that (a) requires the approval of all
affected Lenders or all Lenders, in each instance in accordance with the terms of Section 10.10, and (b) has been approved
by the Required Lenders.


 


“Non-Defaulting
Lender” means, at any time, each Lender that is not a Defaulting Lender at such time.


 


“Note”
and “Notes” mean and include the Revolving Notes, the Term Notes and the Swing Note.


 


“Obligations”
means all obligations of the Borrower to pay principal and interest on the Loans (including all after the commencement of an insolvency
proceeding regardless of whether allowed or allowable in whole or in part as a claim in such insolvency proceeding), all Reimbursement
Obligations owing under the Applications, all fees and charges payable hereunder, and all other payment obligations of any Loan
Party arising under or in relation to any Loan Document, in each case whether now existing or hereafter arising, due or to become
due, direct or indirect, absolute or contingent, and howsoever evidenced, held or acquired, and including all interest costs, fees,
and charges after commencement of an insolvency proceeding regardless of whether allowed or allowable in whole or in part as a
claim in such insolvency proceeding.


 


“OFAC”
means the United States Department of Treasury Office of Foreign Assets Control.


 


“Organization
Documents” means, (a) for any corporation, the certificate or articles of incorporation, the bylaws, or code of regulations,
or other similar document and any certificate of designations or instrument relating to the rights of shareholders of such corporation,
(b) for any partnership, the partnership agreement or other similar agreement and, if applicable, certificate of limited partnership,
(c) for any limited liability company, the operating agreement, limited liability company agreement, or other similar agreement,
and articles or certificate of formation of such limited liability company, and (d) with respect to any joint venture, trust or
other form of business entity, the joint venture or other applicable agreement of formation or organization and any agreement,
instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental
Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or
organization of such entity.


 




    	 	-27-	 



     


    

 


“Other Connection
Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such
Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered,
become a party to, performed its obligations under, received payments under, received or perfected a Lien under, engaged in any
other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).


 


“Other Taxes”
means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment
made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security
interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed
with respect to an assignment (other than an assignment made pursuant to Section 10.2(b)).


 


“Ownership
Interest” means all shares, interests, participations, rights to purchase, rights to transfer, rights to control, options,
warrants, general or limited partnership interests, limited liability company interests or other equivalents (regardless of how
designated) of or in a corporation, partnership, limited liability company or equivalent entity, whether voting or nonvoting, including
common stock, preferred stock or any other “equity security” (as such term is defined in Rule 3a11-1 of the Rules and
Regulations promulgated by the Securities and Exchange Commission (17 C.F.R. § 240.3a11-1) under the Securities and Exchange
Act of 1934).


 


“Parent”
is defined in the introductory paragraph of this Agreement.


 


“Participant”
is defined in Section 10.9(d).


 


“Participant
Register” is defined in Section 10.9(d).


 


“Participating
Interest” is defined in Section 2.3(d).


 


“Participating
Lender” is defined in Section 2.3(d).


 


“Patriot Act”
means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act
of 2001, Pub. L. 107-56.


 


“PBGC”
means the Pension Benefit Guaranty Corporation or any Person succeeding to any or all of its functions under ERISA.


 




    	 	-28-	 



     


    

 


“Percentage”
means for any Lender its Revolver Percentage or Term Loan Percentage, as applicable; and where the term “Percentage”
is applied on an aggregate basis (including Section 10.12(c)), such aggregate percentage shall be calculated by aggregating
the separate components of the Revolver Percentage and Term Loan Percentage, and expressing such components on a single percentage
basis.


 


“Perfection
Certificate” means that certain Perfection Certificate dated as of the Closing Date from the Borrower to the Administrative
Agent.


 


“Permitted
Acquisition” means any Acquisition with respect to which all of the following conditions shall have been satisfied:


 


(a)          the
Acquired Business is in the same line of business engaged in as of the date of this Agreement by the Borrower and any of its Subsidiaries
or a Related Line of Business and has its primary operations in the United States of America;


 


(b)          the
Acquisition shall not be a Hostile Acquisition;


 


(c)          the
Total Consideration for the Acquired Business, when taken together with the Total Consideration for all Acquired Businesses acquired
during the immediately preceding 12-month period, shall not exceed $2,500,000 in the aggregate during such period, or $10,000,000
in the aggregate during the term of this Agreement or such greater amount as approved by the Required Lenders;


 


(d)          the
Borrower shall have notified the Administrative Agent and Lenders not less than fifteen (15) days (or such shorter time period
as may be agreed to by the Administrative Agent) prior to any such Permitted Acquisition;


 


(e)          if
a new Subsidiary is formed or acquired as a result of or in connection with the Acquisition, the Borrower shall have complied with
the requirements of Section 4 in connection therewith;


 


(f)          the
financial statements of the Acquired Business shall have been audited by a nationally recognized independent accounting firm or
have undergone a review by an accounting firm reasonably acceptable to the Administrative Agent or a quality of earnings report
shall have been furnished to the Administrative Agent from a firm reasonably acceptable to the Administrative Agent; and


 


(g)          (i)
the Borrower shall have (x) Unused Revolving Credit Commitments plus unrestricted cash and Cash Equivalents and (y) Borrowing Base
Availability plus unrestricted cash and Cash Equivalents, in each case, of at least $10,000,000 and (ii) no Default or Event of
Default shall exist, including with respect to the covenants contained in Section 6.20 on a pro forma basis,
provided that the Total Leverage Ratio on a pro forma basis shall be no greater than 0.25 less than the most recently
applicable Total Leverage Ratio level, and the Borrower shall have delivered to the Administrative Agent a compliance certificate
in the form of Exhibit E attached hereto evidencing such compliance with Section 6.20.


 




    	 	-29-	 



     


    

 


For the avoidance of
doubt, the Loan Parties may enter into joint ventures (including Special Purpose Joint Ventures) in accordance with the terms of
this Agreement, and no joint venture shall be deemed to be a Permitted Acquisition hereunder.


 


“Permitted
Discretion” means a reasonable determination made by the Administrative Agent in good faith and in the exercise of reasonable
business judgment from the perspective of a secured asset-based lender.


 


“Permitted
Holders” means FdG HVAC LLC, Limbach Management Holding Company, LLC, Marathon Special Opportunity Master Fund,
Ltd. and Charles A. Bacon III.


 


“Permitted
Lien” is defined in Section 6.12.


 


“Person”
means any natural person, partnership, corporation, limited liability company, association, trust, unincorporated organization
or any other entity or organization, including a Governmental Authority.


 


“Plan”
means any employee pension benefit plan covered by Title IV of ERISA or subject to the minimum funding standards under Section 412
of the Code, but excluding any Multiemployer Plan, that is maintained or contributed to, or during the preceding five plan years,
has been maintained or contributed to by a Loan Party or by a member of the Controlled Group or to which a Loan Party or member
of the Controlled Group may have liability.


 


“Platform”
is defined in Section 10.8(d).


 


“Property”
means, as to any Person, all types of real, personal, tangible, intangible or mixed property owned by such Person whether or not
included in the most recent balance sheet of such Person and its Subsidiaries under GAAP.


 


“Qualified
ECP Guarantor” means, in respect of any Swap Obligation, each Loan Party that has total assets exceeding $10,000,000
at the time the relevant Guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation
or such other Person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations
promulgated thereunder and can cause another Person to qualify as an “eligible contract participant” at such time by
entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.


 


“Recipient”
means (a) the Administrative Agent, (b) any Lender, and (c) the L/C Issuer.


 


“Register”
is defined in Section 10.9(c).


 


“Reimbursement
Obligation” is defined in Section 2.3(c).


 




    	 	-30-	 



     


    

 


“Related Agreements”
means the Bonding Agreements and the Merger Agreement.


 


“Related Line
of Business” means engineering, design, construction and service/maintenance of general trades, mechanical, electrical,
plumbing and/or fire protection business in the United States.


 


“Related Parties”
means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees,
administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.


 


“Related Transactions”
means the transactions contemplated by the Related Agreements.


 


“Release”
means any placing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping,
disposing or migrating into the environment, including the exacerbation of existing environmental conditions and the abandonment
or discarding of barrels, drums, containers, tanks or other receptacles containing or previously containing any Hazardous Material.


 


“Removal Effective
Date” is defined in Section 9.7(b).


 


“Required
Bonding Facility” means a bonding facility of adequate size to support the work program of the Borrower and its Subsidiaries
and which is otherwise reasonably satisfactory to the Administrative Agent.


 


“Required
Lenders” means, as of the date of determination thereof, Lenders whose outstanding Loans and interests in Letters of
Credit and Unused Revolving Credit Commitments constitute more than 66 2/3% of the sum of the total outstanding Loans, interests
in Letters of Credit and Unused Revolving Credit Commitments; provided that, the Commitment of, and the portion of the outstanding
Loans, interests in Letters of Credit and Unused Revolving Credit Commitments held or deemed held by, any Defaulting Lender shall,
so long as such Lender is a Defaulting Lender, be disregarded for purposes of making a determination of Required Lenders. For the
purposes of this definition, (a) any Lender and its Affiliates shall constitute a single Lender, and (b) in no event
shall Required Lenders include fewer than two (2) Lenders at any time there are two (2) or more Lenders.


 


“Required
Merger” means the acquisition and merger transaction contemplated by the Merger Agreement.


 


“Reserve Percentage”
means, for any Borrowing of Eurodollar Loans, the daily average for the applicable Interest Period of the maximum rate, expressed
as a decimal, at which reserves (including any supplemental, marginal, and emergency reserves) are imposed during such Interest
Period by the Board of Governors of the Federal Reserve System (or any successor) on “eurocurrency liabilities”,
as defined in such Board’s Regulation D (or in respect of any other category of liabilities that includes deposits by
reference to which the interest rate on Eurodollar Loans is determined or any category of extensions of credit or other assets
that include loans by non-United States offices of any Lender to United States residents), subject to any amendments of such reserve
requirement by such Board or its successor, taking into account any transitional adjustments thereto. For purposes of this definition,
the Eurodollar Loans shall be deemed to be “eurocurrency liabilities” as defined in Regulation D without
benefit or credit for any prorations, exemptions or offsets under Regulation D.


 




    	 	-31-	 



     


    

 


“Resignation
Effective Date” is defined in Section 9.7(a).


 


“Restricted
Payments” means (i) any dividends on or any other distributions in respect of any class or series of Ownership Interests
and (ii) any purchase, redemption or other acquisition or retirement of Ownership Interests.


 


“Retainage”
means any all compensation withheld from the Borrower by customers pursuant to the common construction contracting practice
commonly called or referred to as “retainage”.


 


“Reuters Screen
LIBOR01 Page” means the display designated as the “LIBOR01 Page” and captioned as ICE Benchmark Administration
Interest Settlement Rates, on the Reuters America Network, a service of Reuters America Inc. (or on any successor or substitute
page of such service, or any successor to or substitute for such service, providing rate quotations comparable to those currently
provided on such page of such service, as determined by the Administrative Agent from time to time for purposes of providing quotations
of interest rates applicable to dollar deposits in the London interbank market).


 


“Revolver
Percentage” means, for each Lender, the percentage of the aggregate Revolving Credit Commitments represented by such
Lender’s Revolving Credit Commitment or, if the Revolving Credit Commitments have been terminated or have expired, the percentage
held by such Lender (including through participation interests in Reimbursement Obligations and Swing Loans) of the aggregate principal
amount of all Revolving Loans, Swing Loans, and L/C Obligations then outstanding.


 


“Revolving
Credit” means the credit facility for making Revolving Loans and Swing Loans and issuing Letters of Credit described
in Sections 2.2, 2.3 and 2.11.


 


“Revolving
Credit Commitment” means, as to any Lender, the obligation of such Lender to make Revolving Loans and to participate
in Swing Loans and Letters of Credit issued for the account of the Borrower hereunder in an aggregate principal or face amount
at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 1 attached hereto
and made a part hereof, as the same may be reduced, increased or otherwise modified at any time or from time to time pursuant to
the terms hereof. The Borrower and the Lenders acknowledge and agree that the Revolving Credit Commitments of the Lenders aggregate
$25,000,000 on the Closing Date.


 


“Revolving
Credit Termination Date” means July 20, 2021 or such earlier date on which the Revolving Credit Commitments are terminated
in whole pursuant to Section 2.10, 7.2 or 7.3.


 




    	 	-32-	 



     


    

 


“Revolving
Loan” is defined in Section 2.2 and, as so defined, includes a Base Rate Loan or a Eurodollar Loan, each of which
is a “type” of Revolving Loan hereunder.


 


“Revolving
Note” is defined in Section 2.12(d).


 


“S&P”
means Standard & Poor’s Ratings Services Group, a Standard & Poor’s Financial Services LLC business.


 


“Sanctioned
Country” means a country or territory that is the subject of a Sanctions Program.


 


“Sanctioned
Person” means (a) a Person named on a Sanctions List, each Person owned or controlled by a Person named on a Sanctions
List, and each other Person that is subject to a Sanctions Program, (b) an agency or government of a Sanctioned Country, (c) an
organization controlled directly or indirectly by a Sanctioned Country, or (d) a Person resident in a Sanctioned Country, to the
extent subject to a Sanctions Program.


 


“Sanctions
Event” means the event specified in Section 6.21(c).


 


“Sanctions
Lists” means, and includes, (a) the list of the Specially Designated Nationals and Blocked Persons maintained by OFAC,
(b) the list of Sectoral Sanctions Identifications maintained by the U.S. Department of Treasury, (c) the list of Foreign Sanctions
Evaders maintained by the U.S. Department of Treasury, and (d) any similar list maintained by the U.S. State Department, the U.S.
Department of Commerce, the U.S. Department of Treasury, or any other U.S. Governmental Authority, or maintained by a Canadian
Governmental Authority, the United Nations Security Counsel, or the European Union.


 


“Sanctions
Programs” means (a) all economic, trade, and financial sanctions programs administered by OFAC (including all laws, regulations,
and Executive Orders administered by OFAC), the U.S. State Department, and any other U.S. Governmental Authority, including the
Bank Secrecy Act, anti-money laundering laws (including the Patriot Act), and any and all similar United States federal laws, regulations
or Executive Orders, and any similar laws, regulations or orders adopted by any State within the United States, and (b) to the
extent applicable, all similar economic, trade, and financial sanctions programs administered, enacted, or enforced by the European
Union or the United Kingdom.


 


“Schedule
of Accounts” means an aged trial balance and reconciliation to the Borrowing Base in form and substance reasonably satisfactory
to the Administrative Agent (which may in the Administrative Agent’s Permitted Discretion include copies of original invoices)
listing the Accounts of each Loan Party, certified on behalf of each Loan Party by a Duly Authorized Officer of the Borrower, to
be delivered on a monthly basis to the Administrative Agent by the Borrower pursuant to Section 6.1(i).


 


“Schedule
of Retainage” means a schedule of Retainage in form and substance reasonably satisfactory to the Lender listing in reasonable
detail any and all outstanding Retainage, certified on behalf of each Loan Party by a Duly Authorized Officer of the Borrower,
to be delivered on a monthly basis to the Administrative Agent by the Borrower pursuant to Section 6.1(i).


 




    	 	-33-	 



     


    

 


“Secured Obligations”
means the Obligations, Hedging Liability, and Bank Product Obligations, in each case whether now existing or hereafter arising,
due or to become due, direct or indirect, absolute or contingent, and howsoever evidenced, held or acquired (including all interest,
costs, fees, and charges after the entry of an order for relief against any Loan Party in a case under the United States Bankruptcy
Code or any similar proceeding, whether or not such interest, costs, fees and charges would be an allowed claim against such Loan
Party in any such proceeding); provided, however, that, with respect to any Guarantor, Secured Obligations Guaranteed by
such Guarantor shall exclude all Excluded Swap Obligations.


 


“Security
Agreement” means that certain Security Agreement dated as of the date hereof among the Loan Parties and the Administrative
Agent.


 


“Senior Funded
Debt” means, at any time the same is to be determined, (a) Total Funded Debt at such time less (ii) the Subordinated
Debt at such time.


 


“Senior Leverage
Ratio” means, as of the date of determination thereof, the ratio of (a) Senior Funded Debt of the Borrower and its Subsidiaries
as of such date to (b) EBITDA for the most recently ended four fiscal quarters.


 


“Solvent”
or “Solvency” means, when used with respect to any Person, that, as at any date of determination, (a) the
amount of the “present fair saleable value” of the assets of such Person will, as of such date, exceed the amount of
all “liabilities of such Person, contingent or otherwise” as of such date, as such quoted terms are determined in accordance
with applicable federal and state laws governing determinations of the insolvency of debtors, (b) such Person will not have,
as of such date, an unreasonably small amount of capital with which to conduct its business, and (c) such Person will be able
to pay its debts as they mature. The amount of contingent liabilities at any time shall be computed as the amount that, in the
light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become
an actual or matured liability.


 


“Special Purpose
Joint Venture” means a joint venture entered into by one of the Loan Parties with another Person solely with respect
to a particular contract, project or job and in which a subcontract is awarded to one of the Loan Parties from such joint venture
entity which subcontract is subject to a perfected first priority Lien in favor of the Administrative Agent.


 


“Subordinated
Debt” means (i) the Mezzanine Subordinated Debt and (ii) any other Indebtedness of the Parent and its Subsidiaries owing
to a Person by that is subordinated in right of payment to the prior payment of the Secured Obligations pursuant to subordination
provisions approved in writing by the Administrative Agent in its reasonable discretion, which Indebtedness shall have interest
rates, payment terms, maturities, amortization schedules, covenants, defaults, remedies and other material terms that are acceptable
in form and substance to the Administrative Agent and which subordination provisions shall contain restrictions on enforcement,
restrictions on payment, subordination terms, and other material terms that are acceptable in form and substance to the Administrative
Agent. 


 




    	 	-34-	 



     


    

 


“Subordination
Agreements” means, collectively, the Mezzanine Subordination Agreement and any other subordination agreements entered
into with respect to Subordinated Debt.


 


“Subsidiary”
means, as to any particular parent corporation or organization, any other corporation or organization more than 50% of the outstanding
Voting Interests of which is at the time directly or indirectly owned by such parent corporation or organization or by any one
or more other entities which are themselves subsidiaries of such parent corporation or organization. Unless otherwise expressly
noted herein, the term “Subsidiary” means a Subsidiary of the Borrower or of any of its direct or indirect Subsidiaries;
provided, however, that no entity formed for the sole purpose of being a Special Purpose Joint Venture shall be deemed a
Subsidiary of the Borrower.


 


“Surety Intercreditor
Agreement” means that certain Intercreditor Agreement dated as of the date hereof by and between the Bonding Company
and the Administrative Agent.


 


“Swap Obligation”
means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract, or transaction that constitutes
a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.


 


“Swing Line” means
the credit facility for making one or more Swing Loans described in Section 2.11.


 


“Swing Line
Lender” means Fifth Third Bank, an Ohio banking corporation, and any successor acting in such capacity pursuant to Section
10.9(g).


 


“Swing Line
Lender’s Quoted Rate” is defined in Section 2.11(c).


 


“Swing Line
Sublimit” means $5,000,000, as reduced pursuant to the terms hereof.


 


“Swing Loan”
and “Swing Loans” each is defined in Section 2.11.


 


“Swing Note”
is defined in Section 2.12(d).


 


“Tangible
Net Worth” shall mean, with respect to the Borrower and its Subsidiaries, the total of the capital stock (less treasury
stock), paid-in capital surplus, and retained earnings (deficit) of the Borrower and any of its Subsidiaries as determined on a
consolidated basis in accordance with GAAP after eliminating all inter-company items and all amounts properly attributable to minority
interests, if any, in the stock and surplus of any such Subsidiary, minus the following items (without duplication of deductions),
if any, appearing on the consolidated balance sheet of the Borrower or any of its Subsidiaries: (a) all deferred charges (less
amortization, unamortized debt discount and expenses and corporate organization expenses), (b) the 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,
(c) the 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) and (d) 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.


 




    	 	-35-	 



     


    

 


“Tax Distributions”
means distributions made by a Loan Party to Limbach, Inc. for the payment of taxes by Limbach, Inc. in quarterly installments,
based on Limbach, Inc.’s good-faith and reasonable estimate of income to be generated by Limbach, Inc.’s and its Subsidiaries
business in such year to allow Limbach, Inc. to meet its tax obligations on such income taking into account the carryforward of
net operating losses for any previous tax year that begins on or after the Closing Date, but only to the extent such carryforward
is permitted under applicable law and has not already been utilized to reduce, in any tax year during which this Agreement is in
effect, the amount of any distribution otherwise permitted hereunder.


 


“Taxes”
means any and all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments,
fees or other charges imposed by any Governmental Authority, including any interest, additions to tax, liabilities or penalties
applicable thereto.


 


“Term Credit” means
the credit facility for the Term Loans described in Section 2.1.


 


“Term Loan”
is defined in Section 2.1 and, as so defined, includes a Base Rate Loan or a Eurodollar Loan, each of which is a “type”
of Term Loan hereunder.


 


“Term Loan
Commitment” means, as to any Lender, the obligation of such Lender to make its Term Loan on the Closing Date in the principal
amount not to exceed the amount set forth opposite such Lender’s name on Schedule 1 attached hereto and made a part
hereof. The Term Loan Commitments of the Lenders aggregate $24,000,000 on the Closing Date.


 


“Term Loan
Percentage” means, for each Lender, the percentage of the Term Loan Commitments represented by such Lender’s Term
Loan Commitment or, if the Term Loan Commitments have been terminated or have expired, the percentage held by such Lender of the
aggregate principal amount of all Term Loans then outstanding.


 


“Term Note”
is defined in Section 2.12(d).


 


“Term Loan
Reserve” means, as of any time the same is to be determined, an amount equal to the aggregate principal amount of Term
Loans then outstanding or such other amount as determined by the Administrative Agent in accordance with Section 2.2(a).


 


“Total Consideration”
means the sum (but without duplication) of (a) cash paid or payable in connection with any Acquisition, whether paid at or
prior to or after the closing thereof, plus (b) Indebtedness payable to the seller in connection with such Acquisition,
plus (c) the fair market value of any Ownership Interests, delivered to the seller in connection with any Acquisition,
plus (d) purchase price payments which are required to be made over a period of time and are not contingent upon the
Borrower or any other Loan Party meeting financial performance objectives (exclusive of salaries paid in the ordinary course of
business) (discounted at the Base Rate), but only to the extent not included in clause (a), (b) or (c) above, plus
(e) the principal amount of Indebtedness assumed in connection with such Acquisition.


 




    	 	-36-	 



     


    

 


“Total Funded
Debt” means, at any time the same is to be determined, the sum (but without duplication) of all Indebtedness (including
obligations in respect of Letters of Credit, whether or not representing obligations for borrowed money, except to the extent Cash
Collateralized) of the Parent and its Subsidiaries at such time determined on a consolidated basis in accordance with GAAP, but
excluding obligations in respect of Bonding Agreements.


 


“Total Leverage
Ratio” means, as of the date of determination thereof, the ratio of (a) Total Funded Debt of the Borrower and its Subsidiaries
as of such date to (b) EBITDA as of the last day of the period of four fiscal quarters most recently ended.


 


“UCC”
is defined in Section 1.2.


 


“Unused Revolving
Credit Commitments” means, at any time, the difference between (a) the Revolving Credit Commitments then in effect and
(b) the aggregate outstanding principal amount of Revolving Loans, Swing Loans and L/C Obligations then outstanding (other than
L/C Obligations that are Cash Collateralized); provided that Swing Loans outstanding from time to time shall be deemed to
reduce the Unused Revolving Credit Commitment of the Administrative Agent for purposes of computing the commitment fee under Section 2.13(a).


 


“U.S. Person”
means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.


 


“U.S. Tax
Compliance Certificate” is defined in Section 10.1(g)(ii).


 


“Voting Interests”
of any Person means Ownership Interests of any class or classes (however designated) having ordinary power for the election of
directors or other similar governing body of such Person (including general partners of a partnership), other than Ownership Interests
having such power only by reason of the happening of a contingency.


 


“Welfare Plan”
means a “welfare plan” of the Loan Parties as defined in Section 3(1) of ERISA that is maintained or contributed
to by a Loan Party or a Subsidiary of a Loan Party.


 


“Wholly-owned
Subsidiary” means, at any time, any Subsidiary of which all of the issued and outstanding Ownership Interests (other
than directors’ qualifying Ownership Interests as required by law) are owned by any one or more of the Borrower and the Borrower’s
other Wholly-owned Subsidiaries at such time.


 


“Withholding
Agent” means any Loan Party and the Administrative Agent.


 




    	 	-37-	 



     


    

 


Section 1.2.          Interpretation.
The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context
may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,”
“includes” and “including” shall be deemed to be followed by the phrase “without limitation.”
The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the
context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall
be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise
modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference
herein to any Person shall be construed to include such Person’s successors and permitted assigns, (c) the words “herein,”
“hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in
its entirety and not to any particular provision hereof, (d) all references herein to Sections, Exhibits and Schedules shall
be construed to refer to Sections of, and Exhibits and Schedules to, this Agreement, (e) any reference to any law or regulation
herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time,
and any successor of such law or regulation and (f) the words “asset” and “property” shall be construed
to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash,
securities, accounts and contract rights. All references to time of day herein are references to Cincinnati, Ohio, time unless
otherwise specifically provided. Where the character or amount of any asset or liability or item of income or expense is required
to be determined or any consolidation or other accounting computation is required to be made for the purposes of this Agreement,
it shall be done in accordance with GAAP except where such principles are inconsistent with the specific provisions of this Agreement.
All terms that are used in this Agreement which are defined in the Uniform Commercial Code of the State of New York as in effect
from time to time (“UCC”) shall have the same meanings herein as such terms are defined in the UCC, unless this
Agreement shall otherwise specifically provide. References “from” or “through” any date mean, unless otherwise
specified, “from and including” or “through and including”, respectively. Unless otherwise specified herein,
the settlement of all payments and fundings hereunder between or among the parties hereto shall be made in lawful money of the
United States of America and in immediately available funds. All amounts used for purposes of financial calculations required to
be made herein shall be without duplication. References to any statute or act, without additional reference, shall be deemed to
refer to federal statutes and acts of the United States of America.


 


Section 1.3.          Change
in Accounting Principles. If, after the date of this Agreement, there shall occur any change in GAAP from those used in the
preparation of the financial statements referred to in Section 5.3 and such change shall result in a change in the method
of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower or the Required Lenders
may by notice to the Lenders and the Borrower, respectively, require that the Lenders and the Borrower negotiate in good faith
to amend such covenant, standard, and term so as equitably to reflect such change in accounting principles, with the desired result
being that the criteria for evaluating the financial condition of the Borrower and its Subsidiaries or such covenant, standard
or term shall be the same as if such change had not been made. No delay by the Borrower or the Required Lenders in requiring such
negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles.
Until any such covenant, standard, or term is amended in accordance with this Section 1.3, financial covenants (and all related
defined terms) and applicable covenants, terms and standards shall be computed and determined in accordance with GAAP in effect
prior to such change in accounting principles.


 




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Section 1.4.          Rounding.
Any financial ratios required to be maintained pursuant to this Agreement (or required to be satisfied in order for a specific
action to be permitted under this Agreement) shall be calculated by dividing the appropriate component by the other component,
carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result
up or down to the nearest number (with a rounding up if there is no nearest number).


 


Section 2.          The
Credit Facilities.


 


Section 2.1.          Term
Loan Commitments. Each Lender severally and not jointly agrees, subject to the terms and conditions hereof, to make a loan
(each individually a “Term Loan” and, collectively, the “Term Loans”) in Dollars to the Borrower
in the amount of such Lender’s Term Loan Commitment. The Term Loans shall be advanced in a single Borrowing on the Closing
Date, at which time the Term Commitments shall expire. As provided in Section 2.5(a), and subject to the terms hereof, the
Borrower may elect that all or any part of the Term Loans be outstanding as Base Rate Loans or Eurodollar Loans. No amount of any
Term Loan may be reborrowed once it is repaid.


 


Section 2.2.          Revolving
Credit Commitments. Prior to the Revolving Credit Termination Date, each Lender severally and not jointly agrees, subject to
the terms and conditions hereof, to make revolving loans (each individually a “Revolving Loan” and, collectively,
the “Revolving Loans”) in Dollars to the Borrower from time to time up to the amount of such Lender’s
Revolving Credit Commitment in effect at such time; provided, however, the sum of the aggregate principal amount of Revolving
Loans, Swing Loans and L/C Obligations at any time outstanding shall not exceed the lesser of (a) the sum of all Revolving Credit
Commitments in effect at such time and (b) the Borrowing Base as then determined and computed. Each Borrowing of Revolving Loans
shall be made ratably by the Lenders in proportion to their respective Revolver Percentages. As provided in Section 2.5(a),
and subject to the terms hereof, the Borrower may elect that each Borrowing of Revolving Loans be either Base Rate Loans or Eurodollar
Loans. Revolving Loans may be repaid and reborrowed before the Revolving Credit Termination Date, subject to the terms and conditions
hereof. Notwithstanding any other provision of this Agreement to the contrary, the Administrative Agent shall have the right
from time to time to (i) reduce the amount of the Term Loan Reserve as the Administrative Agent shall deem necessary or appropriate
in its Permitted Discretion and (ii) establish additional reserves against the amount of Revolving Credit that the Borrower may
otherwise request hereunder, which reserves shall be in such amounts as the Administrative Agent shall deem necessary or appropriate
in its Permitted Discretion (x) based on adverse information, if any, concerning any or all of the Collateral received by the Administrative
Agent after the date hereof, (y) with respect to the Bank Product Liability and Hedging Liability and (z) after the occurrence
and continuation of a Default or Event of Default, with respect to rent and other amounts payable during the three (3) consecutive
succeeding months under real property leases, bailee agreements, warehouse agreements and other similar contracts for the storing
of inventory or equipment of the Loan Parties and with respect to which the Loan Parties have not provided Collateral Access
Agreements. The amount of such reserves shall be subtracted from the Borrowing Base when calculating the amount of availability
under the Revolving Credit and shall be deemed usage of the Revolving Credit Commitment, in each case when calculating the amount
of availability under the Revolving Credit for purposes of Sections 2 and 3 hereof, other than with respect to the Revolving
Credit Commitment fee under Section 2.13(a); provided that, for the avoidance of doubt, the Term Loan Reserve shall not
be deemed usage of the Revolving Credit Commitment. Additionally, the Administrative Agent may from time to time reduce the advance
rate percentage applicable to Eligible Accounts under the Borrowing Base, as the Administrative Agent shall deem necessary or appropriate
in its Permitted Discretion based on adverse information, if any, concerning any or all of the Collateral received by the Administrative
Agent after the date hereof. So long as no Default or Event of Default exists, the Administrative Agent agrees to give the Borrower
thirty (30) days’ prior notice of the establishment of any such reserve (other than reserves relating to Bank Product
Liability and Hedging Liability) or the change of any such percentage.


 




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Section 2.3.          Letters
of Credit. (a) General Terms. Subject to the terms and conditions hereof, as part of the Revolving Credit, the
L/C Issuer shall issue standby and commercial letters of credit (each such letter of credit and each of the Existing Letters
of Credit, a “Letter of Credit”) for the Borrower’s account in an aggregate undrawn face amount up to
the L/C Sublimit; provided, that the undrawn face amount of Existing Letters of Credit shall be considered usage for
such L/C Sublimit so long as any Existing Letter of Credit remains outstanding; provided, however, the sum of the aggregate
principal amount of Revolving Loans, Swing Loans and L/C Obligations at any time outstanding shall not exceed the lesser
of (i) the sum of all Revolving Credit Commitments in effect at such time and (ii) the Borrowing Base as then determined and computed.
Each Lender shall be obligated to reimburse the L/C Issuer for such Lender’s Revolver Percentage of the amount of each drawing
under a Letter of Credit and, accordingly, each Letter of Credit shall constitute usage of the Revolving Credit Commitment of each
Lender pro rata in an amount equal to its Revolver Percentage of the L/C Obligations then outstanding.


 


(b)          Applications.
At any time before the Revolving Credit Termination Date, the L/C Issuer shall, at the request of the Borrower, issue one or more
Letters of Credit in Dollars, in form and substance acceptable to the L/C Issuer, with expiration dates no later than the earlier
of 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each
renewal) or thirty (30) days prior to the Revolving Credit Termination Date (unless the Borrower has provided Cash Collateral
in compliance with the requirements of Section 4.5 as security for such Letter of Credit in an amount equal to 105% of the
full amount then available for drawing under such Letter of Credit) in an aggregate face amount as set forth above, upon the receipt
of a duly executed application for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for
the Letter of Credit, including with respect to each of the Existing Letters of Credit, requested (each an “Application”).
Notwithstanding anything contained in any Application to the contrary: (i) the Borrower shall pay fees in connection with
each Letter of Credit as set forth in Section 2.13(b), and (ii) if the L/C Issuer is not timely reimbursed for the amount
of any drawing under a Letter of Credit on the date such drawing is paid, the Borrower’s obligation to reimburse the L/C
Issuer for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such
drawing is paid at a rate per annum equal to the sum of the Applicable Margin plus the Base Rate from time to time in effect (computed
on the basis of a year of three hundred sixty-five (365) or three hundred sixty-six (366) days, as the case may be, and the
actual number of days elapsed). Without limiting the foregoing, the L/C Issuer’s obligation to issue, amend or extend the
expiration date of a Letter of Credit is subject to the terms or conditions of this Agreement (including the conditions set forth
in Section 3.1 and the other terms of this Section 2.3). Notwithstanding anything herein to the contrary, the L/C issuer
shall be under no obligation to issue, extend or amend any Letter of Credit if any Lender is at such time a Defaulting Lender hereunder
unless the Borrower or such Defaulting Lender has provided Cash Collateral in compliance with Section 4.5 sufficient to eliminate
the L/C Issuer’s risk with respect to such Defaulting Lender.


 




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(c)          The
Reimbursement Obligations. Subject to Section 2.3(b), the obligation of the Borrower to reimburse the L/C Issuer for all
drawings under a Letter of Credit (a “Reimbursement Obligation”) shall be governed by the Application related
to such Letter of Credit and this Agreement, except that reimbursement shall be paid by no later than 12:00 Noon (Cincinnati
time) on the date which each drawing is to be paid if the Borrower has been informed of such drawing by the L/C Issuer on or before
11:30 a.m. (Cincinnati time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrower
after 11:30 a.m. (Cincinnati time) on the date when such drawing is to be paid, by the end of such day, in all instances in
immediately available funds at the Administrative Agent’s principal office in Cincinnati, Ohio or such other office as the
Administrative Agent may designate in writing to the Borrower, and the Administrative Agent shall thereafter cause to be distributed
to the L/C Issuer such amount(s) in like funds. If the Borrower does not make any such reimbursement payment on the date due
and the Participating Lenders fund their participations in the manner set forth in Section 2.3(d) below, then all payments
thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed
in accordance with Section 2.3(d) below. In addition, for the benefit of the Administrative Agent, the L/C Issuer and
each Lender, the Borrower agrees that, notwithstanding any provision of any Application, its obligations under this Section 2.3(c)
and each Application shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms
of this Agreement and the relevant Application, under all circumstances whatsoever, and irrespective of any claim or defense that
the Borrower may otherwise have against the Administrative Agent, the L/C Issuer or any Lender, including (i) any lack of
validity or enforceability of any Loan Document; (ii) any amendment or waiver of or any consent to departure from all or any
of the provisions of any Loan Document; (iii) the existence of any claim, set-off, defense, or other right of the Borrower
may have at any time against a beneficiary of a Letter of Credit (or any Person for whom a beneficiary may be acting), the Administrative
Agent, the L/C Issuer, any Lender or any other Person, whether in connection with this Agreement, another Loan Document, the transaction
related to the Loan Document or any unrelated transaction; (iv) any statement or any other document presented under a Letter
of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate
in any respect; (v) payment by the Administrative Agent or a L/C Issuer under a Letter of Credit against presentation to the
Administrative Agent or a L/C Issuer of a draft or certificate that does not comply with the terms of the Letter of Credit, or
(vi) any other act or omission to act or delay of any kind by the Administrative Agent or a L/C Issuer, any Lender or any other
Person or any other event or circumstance whatsoever that might, but for the provisions of this Section 2.3(c), constitute
a legal or equitable discharge of the Borrower’s obligations hereunder or under an Application. None of the Administrative
Agent, the Lenders, or the L/C Issuer shall have any liability or responsibility by reason of or in connection with the issuance
or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances
referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any
draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing
thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the L/C Issuer;
provided that the foregoing shall not be construed to excuse the L/C Issuer from liability to the Borrower to the extent
of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower and each
other Loan Party to the extent permitted by applicable law) suffered by the Borrower or any other Loan Party that are caused by
the L/C Issuer’s failure to exercise care when determining whether drafts and other documents presented under a Letter
of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful
misconduct on the part of the L/C Issuer (as determined by a court of competent jurisdiction by final and nonappealable judgment),
the L/C Issuer shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without
limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in
substantial compliance with the terms of a Letter of Credit, the L/C Issuer may, in its sole discretion, either accept and
make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the
contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms
of such Letter of Credit.


 




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(d)          The
Participating Interests. Each Lender (other than the Lender acting as L/C Issuer) severally and not jointly agrees to
purchase from the L/C Issuer, and the L/C Issuer hereby agrees to sell to each such Lender (a “Participating Lender”),
an undivided participating interest (a “Participating Interest”) to the extent of its Revolver Percentage in
each Letter of Credit issued by, and each Reimbursement Obligation owed to, the L/C Issuer. Upon Borrower’s failure to pay
any Reimbursement Obligation on the date and at the time required, or if the L/C Issuer is required at any time to return to the
Borrower or to a trustee, receiver, liquidator, custodian or other Person any portion of any payment of any Reimbursement Obligation,
each Participating Lender shall, not later than the Business Day it receives a certificate in the form of Exhibit A hereto
from the L/C Issuer (with a copy to the Administrative Agent) to such effect, if such certificate is received before 1:00 p.m.
(Cincinnati time), or not later than 1:00 p.m. (Cincinnati time) the following Business Day, if such certificate is received
after such time, pay to the Administrative Agent for the account of the L/C Issuer an amount equal to such Participating Lender’s
Revolver Percentage of such unpaid or recaptured Reimbursement Obligation together with interest on such amount accrued from the
date the L/C Issuer made the related payment to the date of such payment by such Participating Lender at a rate per annum equal
to: (i) from the date the L/C Issuer made the related payment to the date two (2) Business Days after payment by such
Participating Lender is due hereunder, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent
in accordance with banking industry rules on interbank compensation for each such day and (ii) from the date two (2)
Business Days after the date such payment is due from such Participating Lender to the date such payment is made by such Participating
Lender, the Base Rate in effect for each such day. Each such Participating Lender shall, after making its appropriate payment,
be entitled to receive its Revolver Percentage of each payment received in respect of the relevant Reimbursement Obligation and
of interest paid thereon, with the L/C Issuer retaining its Revolver Percentage thereof as a Lender hereunder.


 




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The several obligations
of the Participating Lenders to the L/C Issuer under this Section 2.3 shall be absolute, irrevocable and unconditional under
any and all circumstances and shall not be subject to any set-off, counterclaim or defense to payment which any Participating Lender
may have or has had against the Borrower, the L/C Issuer, the Administrative Agent, any Lender or any other Person. Without limiting
the generality of the foregoing, such obligations shall not be affected by any Default or Event of Default (or by any reduction
or termination of the Revolving Credit Commitment of any Lender with respect to Letters of Credit issued prior to such reduction
or termination), and each payment by a Participating Lender under this Section 2.3 shall be made without any offset, abatement,
withholding or reduction whatsoever.


 


(e)          Indemnification.
The Participating Lenders shall, severally, to the extent of their respective Revolver Percentages, indemnify the L/C Issuer (to
the extent not reimbursed by the Borrower) against any cost, expense (including reasonable counsel fees and disbursements), claim,
demand, action, loss or liability (except such as result from the L/C Issuer’s gross negligence or willful misconduct as
determined by a court of competent jurisdiction by final and nonappealable judgment) that the L/C Issuer may suffer or incur in
connection with any Letter of Credit issued by it. The obligations of the Participating Lenders under this Section 2.3(e)
and all other parts of this Section 2.3 shall survive termination of this Agreement and of all Applications, Letters of Credit,
and all drafts and other documents presented in connection with drawings thereunder.


 


(f)          Manner
of Requesting a Letter of Credit. The Borrower shall provide at least (3) three Business Days’ advance written notice
to the Administrative Agent (or such lesser notice as the Administrative Agent and the L/C Issuer may agree in their sole discretion)
of each request for the issuance of a Letter of Credit, each such notice to be accompanied by a properly completed and executed
Application for the requested Letter of Credit and, in the case of an extension or amendment or an increase in the amount of a
Letter of Credit, a written request therefor, in a form acceptable to the Administrative Agent and the L/C Issuer, in each case,
together with the fees called for by this Agreement. The Administrative Agent shall promptly notify the L/C Issuer of the Administrative
Agent’s receipt of each such notice (and the L/C Issuer shall be entitled to assume that the conditions precedent to any
such issuance, extension, amendment or increase have been satisfied unless notified to the contrary by the Administrative Agent
or the Required Lenders) and the L/C Issuer shall promptly notify the Administrative Agent and the Lenders of the issuance of a
Letter of Credit.


 


(g)          Conflict
with Application. In the event of any conflict or inconsistency between this Agreement and the terms of any Application, the
terms of this Agreement shall control. Notwithstanding anything else to the contrary in this Agreement, any Application or any
other document related to issuing a Letter of Credit, any grant of a security interest pursuant to any Application shall be null
and void


 




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Section 2.4.          Applicable
Interest Rates. (a) Base Rate Loans. Each Base Rate Loan made or maintained by a Lender shall bear interest (computed
on the basis of a year of three hundred sixty-five (365) or three hundred sixty-six (366) days, as the case may be, and the
actual days elapsed) on the unpaid principal amount thereof from the date such Loan is advanced or created by conversion from a
Eurodollar Loan until, but excluding, the date of repayment thereof at a rate per annum equal to the sum of the Applicable Margin
plus the Base Rate from time to time in effect, payable in arrears by the Borrower on each Interest Payment Date and at maturity
(whether by acceleration or otherwise).


 


(b)          Eurodollar
Loans. Each Eurodollar Loan made or maintained by a Lender shall bear interest during each Interest Period it is outstanding
(computed on the basis of a year of three hundred sixty (360) days and actual days elapsed) on the unpaid principal amount
thereof from the date such Loan is advanced, continued or created by conversion from a Base Rate Loan until, but excluding, the
date of repayment thereof at a rate per annum equal to the sum of the Applicable Margin plus the Adjusted LIBOR applicable for
such Interest Period, payable in arrears by the Borrower on each Interest Payment Date and at maturity (whether by acceleration
or otherwise).


 


(c)          Default
Rate. While any Event of Default exists or after acceleration, the Borrower shall pay interest (after as well as before entry
of judgment thereon to the extent permitted by law) on the principal amount of all Loans and Reimbursement Obligations, L/C Participation
Fees and other amounts owing by it at a rate per annum equal to:


 


(i)          for
any Base Rate Loan and any Swing Loan bearing interest at the Base Rate, the sum of 2.00% per annum plus the Applicable Margin
plus the Base Rate from time to time in effect; and


 


(ii)         for
any Eurodollar Loan and any Swing Loan bearing interest at the Swing Line Lender’s Quoted Rate, the sum of 2.00% per annum
plus the rate of interest in effect thereon at the time of such Event of Default until the end of the Interest Period applicable
thereto and, thereafter, at a rate per annum equal to the sum of 2.00% plus the Applicable Margin for Base Rate Loans plus the
Base Rate from time to time in effect;


 


(iii)        for
any Reimbursement Obligation, the sum of 2.00% plus the amounts due under Section 2.3 with respect to such Reimbursement
Obligation;


 


(iv)        for
any Letter of Credit, the sum of 2.00% plus the L/C Participation Fee due under Section 2.13(b) with respect to such
Letter of Credit; and


 


(v)         for
any other amount owing hereunder not covered by clauses (i) through (iv) above, the sum of 2.00% plus the Applicable Margin
plus the Base Rate from time to time in effect;


 




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provided, however, that in the absence
of acceleration, any increase in interest rates pursuant to this Section and any conversion of Loans into Base Rate Loans shall
be made at the election of the Administrative Agent, acting at the request or with the consent of the Required Lenders, with written
notice to the Borrower (which election may be retroactively effective to the date of such Event of Default). While any Event of
Default exists or after acceleration, accrued interest shall be paid on demand of the Administrative Agent at the request or with
the consent of the Required Lenders.


 


(d)          Rate
Determinations.  The Administrative Agent shall determine each interest rate applicable to the Loans and the Reimbursement
Obligations hereunder, and its determination thereof shall be conclusive and binding except in the case of manifest error.


 


Section 2.5.          Manner
of Borrowing Loans and Designating Applicable Interest Rates. (a) Notice to the Administrative Agent. The Borrower
shall give notice to the Administrative Agent by no later than 10:00 a.m. (Cincinnati time): (i) at least three (3) Business
Days before the date on which the Borrower requests the Lenders to advance a Borrowing of Eurodollar Loans and (ii) on the
date the Borrower requests the Lenders to advance a Borrowing of Base Rate Loans; provided, that the request for a Borrowing
on the Closing Date may, at the discretion of the Administrative Agent, be given later than the times specified herein. The Loans
included in each Borrowing shall bear interest initially at the type of rate specified in such notice. Thereafter, the Borrower
may from time to time elect to change or continue the type of interest rate borne by each Borrowing or, subject to Section 2.6,
a portion thereof, as follows: (i) if such Borrowing is of Eurodollar Loans, on the last day of the Interest Period applicable
thereto, the Borrower may continue part or all of such Borrowing as Eurodollar Loans or convert part or all of such Borrowing into
Base Rate Loans or (ii) if such Borrowing is of Base Rate Loans, on any Business Day, the Borrower may convert all or part
of such Borrowing into Eurodollar Loans for an Interest Period or Interest Periods specified by the Borrower. The Borrower shall
give all such notices requesting the advance, continuation or conversion of a Borrowing to the Administrative Agent by email (with
a pdf copy of the applicable fully-executed notice), telephone, or telecopy (which notice shall be irrevocable once given and,
if by telephone, shall be promptly confirmed in writing in a manner acceptable to the Administrative Agent), substantially in the
form attached hereto as Exhibit B (Notice of Borrowing) or Exhibit C (Notice of Continuation/Conversion), as applicable,
or in such other form acceptable to the Administrative Agent. Notice of the continuation of a Borrowing of Eurodollar Loans for
an additional Interest Period or of the conversion of part or all of a Borrowing of Base Rate Loans into Eurodollar Loans must
be given by no later than 10:00 a.m. (Cincinnati time) at least three (3) Business Days before the date of the requested
continuation or conversion. All notices concerning the advance, continuation or conversion of a Borrowing shall specify the date
of the requested advance, continuation or conversion of a Borrowing (which shall be a Business Day), the amount of the requested
Borrowing to be advanced, continued or converted, the type of Loans to comprise such new, continued or converted Borrowing and,
if such Borrowing is to be comprised of Eurodollar Loans, the Interest Period applicable thereto. The Borrower agrees that the
Administrative Agent may rely on any such email, telephonic or telecopy notice given by any person the Administrative Agent in
good faith believes is an Authorized Representative without the necessity of independent investigation (the Borrower hereby indemnifies
the Administrative Agent from any liability or loss ensuing from such reliance) and, in the event any such notice by telephone
conflicts with any written confirmation, such telephonic notice shall govern if the Administrative Agent has acted in reliance
thereon.


 




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(b)          Notice
to the Lenders. The Administrative Agent shall give prompt telephonic, telecopy, or email notice to each Lender of any notice
from the Borrower received pursuant to Section 2.5(a) above and, if such notice requests the Lenders to make Eurodollar Loans,
the Administrative Agent shall give notice to the Borrower and each Lender of the interest rate applicable thereto promptly after
the Administrative Agent has made such determination.


 


(c)          Borrower’s
Failure to Notify; Automatic Continuations and Conversions; Automatic Extensions of Revolving Loans if Reimbursement Obligations
Not Repaid. If the Borrower fails to give proper notice of the continuation or conversion of any outstanding Borrowing of Eurodollar
Loans before the last day of its then current Interest Period within the period required by Section 2.5(a) or, whether or
not such notice has been given, one or more of the conditions set forth in Section 3.1 for the continuation or conversion
of a Borrowing of Eurodollar Loans would not be satisfied, and such Borrowing is not prepaid in accordance with Section 2.8(a),
such Borrowing shall automatically be converted into a Borrowing of Base Rate Loans. In the event the Borrower fails to give notice
pursuant to Section 2.5(a) of a Borrowing equal to the amount of a Reimbursement Obligation and has not notified the Administrative
Agent by 1:00 p.m. (Cincinnati time) on the day such Reimbursement Obligation becomes due that it intends to repay such Reimbursement
Obligation through funds not borrowed under this Agreement, the Borrower shall be deemed to have requested a Borrowing of Base
Rate Loans under the Revolving Credit (or, at the option of the Administrative Agent, under the Swing Line) on such day in the
amount of the Reimbursement Obligation then due, which Borrowing, if otherwise available hereunder, shall be applied to pay the
Reimbursement Obligation then due.


 


(d)          Disbursement
of Loans. Not later than 1:00 p.m. (Cincinnati time) on the date of any requested advance of a new Borrowing, subject
to Section 3, each Lender shall make available its Loan comprising part of such Borrowing in funds immediately available at
the principal office of the Administrative Agent in Cincinnati, Ohio. The Administrative Agent shall make the proceeds of each
new Borrowing available to the Borrower at the Administrative Agent’s principal office in Cincinnati, Ohio.


 




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(e)          Administrative
Agent Reliance on Lender Funding. Unless the Administrative Agent shall have received notice from a Lender prior to (or, in
the case of a Borrowing of Base Rate Loans, by 1:00 p.m. (Cincinnati time) on) the date on which such Lender is scheduled
to make available to the Administrative Agent of its share of a Borrowing (which notice shall be effective upon receipt) that such
Lender does not intend to make such share available, the Administrative Agent may assume that such Lender has made such share available
in accordance with Section 2.5(d) when due and the Administrative Agent, in reliance upon such assumption, may (but shall
not be required to) make available to the Borrower a corresponding amount (each such advance, a “Disproportionate Advance”)
and, if any Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, such Lender
shall, on demand, make available to the Administrative Agent the Disproportionate Advance attributable to such Lender together
with interest thereon in respect of each day during the period commencing on the date such Disproportionate Advance was made available
to the Borrower and ending on (but excluding) the date such Lender makes available such Disproportionate Advance to the Administrative
Agent at a rate per annum equal to: (i) from the date the Disproportionate Advance was made by the Administrative Agent to
the date two (2) Business Days after payment by such Lender is due hereunder, the greater of, for each such day, (x) the Federal
Funds Rate and (y) an overnight rate determined by the Administrative Agent in accordance with banking industry rules on interbank
compensation, plus any standard administrative or processing fees charged by the Administrative Agent in connection with
such Lender’s non-payment and (ii) from the date two (2) Business Days after the date such share of the applicable
Borrowing is due from such Lender to the date such payment is made by such Lender, the Base Rate in effect for each such day. If
such amount is not received from such Lender by the Administrative Agent immediately upon demand, the Borrower will, promptly following
written demand from the Administrative Agent, repay to the Administrative Agent the proceeds of the Loan attributable to such Disproportionate
Advance with interest thereon at a rate per annum equal to the interest rate applicable to the relevant Loan, but without such
payment being considered a payment or prepayment of a Loan under Section 8.1 so that the Borrower will have no liability under
such Section with respect to such payment. If the Borrower and such Lender shall pay interest to the Administrative Agent for the
same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by
the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount
so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrower under this Section shall
be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative
Agent.


 


Section 2.6.          Minimum
Borrowing Amounts; Maximum Eurodollar Loans. Each Borrowing of Base Rate Loans advanced under a Credit shall be in an amount
not less than $500,000 or such greater amount that is an integral multiple of $50,000. Each Borrowing of Eurodollar Loans advanced,
continued or converted under a Credit shall be in an amount equal to $1,000,000 or such greater amount that is an integral multiple
of $100,000. Without the Administrative Agent’s consent, there shall not be more than five Borrowings of Eurodollar Loans
outstanding at any one time.


 


Section 2.7.          Maturity
of Loans. (a) Scheduled Payments of Term Loans. The Borrower shall make principal payments on the Term Loans in
equal installments on the last Business Day of each March, June, September, and December in each year, commencing with the calendar
quarter ending September 30, 2016 (unless any such day is not a Business Day, in which event such payment is due on the
immediately preceding Business Day) with the amount of each such principal installment then due equal to the amount expressed next
to the due date (unless any such day is not a Business Day, in which event such payment is due on the immediately preceding Business
Day) for such installment on the following schedule:


 




    	 	-47-	 



     


    

 


	Principal
    Installment Due
 Date	 	Principal
    Installment
 Payment Amount	 
	September 30, 2016	 	$	750,000	 
	December 31, 2016	 	$	750,000	 
	March 31, 2017	 	$	750,000	 
	June 30, 2017	 	$	750,000	 
	September 30, 2017	 	$	750,000	 
	December 31, 2017	 	$	750,000	 
	March 31, 2018	 	$	750,000	 
	June 30, 2018	 	$	750,000	 
	September 30, 2018	 	$	900,000	 
	December 31, 2018	 	$	900,000	 
	March 31, 2019	 	$	900,000	 
	June 30, 2019	 	$	900,000	 
	September 30, 2019	 	$	900,000	 
	December 31, 2019	 	$	900,000	 
	March 31, 2020	 	$	900,000	 
	June 30, 2020	 	$	900,000	 
	September 30, 2020	 	$	900,000	 
	December 31, 2020	 	$	900,000	 
	March 31, 2021	 	$	900,000	 
	June 30, 2021	 	$	900,000	 



 


; it being further agreed that a final
payment comprised of all principal and interest not sooner paid on the Term Loans, shall be due and payable on July 20, 2021, the
final maturity thereof. Each principal payment on the Term Loans shall be applied to the Lenders holding the Term Loans pro rata
based upon their Term Loan Percentages.


 




    	 	-48-	 



     


    

 


(b)          Revolving
Loans and Swing Loans. Each Revolving Loan and each Swing Loan, both for principal and interest not sooner paid, shall mature
and become due and payable by the Borrower on the Revolving Credit Termination Date.


 


Section 2.8.          Prepayments.
(a) Voluntary. The Borrower may prepay without premium or penalty (except as set forth in Section 8.1 below)
and in whole or in part any Borrowing of Eurodollar Loans at any time upon three (3) Business Days prior notice by the Borrower
to the Administrative Agent or, in the case of a Borrowing of Base Rate Loans or Swing Loans bearing interest at the Swing Line
Lender’s Quoted Rate, notice delivered by the Borrower to the Administrative Agent no later than 10:00 a.m. (Cincinnati
time) on the date of prepayment (or, in any case, such shorter time period then agreed to by the Administrative Agent), such prepayment
to be made by the payment of the principal amount to be prepaid and, in the case of any Term Loans or Eurodollar Loans, accrued
interest thereon to the date fixed for prepayment plus any amounts due the Lenders under Section 8.1; provided, however,
the Borrower may not partially repay a Borrowing (i) if such Borrowing is of Base Rate Loans (other than a Swing Loan), in
a principal amount less than $500,000, (ii) if such Borrowing is of Eurodollar Loans, in a principal amount less than $1,000,000,
and (iii) in each case, unless it is in an amount such that the minimum amount required for a Borrowing pursuant to Section 2.6
remains outstanding.


 


(b)          Mandatory.
(i) If the Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall
suffer an Event of Loss with respect to any Property which results in Net Cash Proceeds in excess of $100,000 individually or $200,000
on a cumulative basis in any fiscal year of the Borrower, then (x) the Borrower shall promptly notify the Administrative Agent
of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower
or such Subsidiary in respect thereof) and (y) promptly upon receipt by the Borrower or the Subsidiary of the Net Cash Proceeds
of such Disposition or such Event of Loss, the Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the
amount of all such Net Cash Proceeds in excess of $100,000 individually or $200,000 on a cumulative basis in any fiscal year of
the Borrower; provided that in the case of each Disposition and Event of Loss, if the Borrower states in its notice of such
event that the Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within one hundred eighty (180)
days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in assets
used or useful in the business, then so long as no Default or Event of Default then exists, the Borrower shall not be required
to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are
actually invested or reinvested as described in the Borrower’s notice within such one hundred eighty (180) day period. Promptly
after the end of such one hundred eighty (180) day period, the Borrower shall notify the Administrative Agent whether the Borrower
or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in the Borrower’s notice, and to the extent
such Net Cash Proceeds have not been so invested or reinvested, the Borrower shall promptly prepay the Obligations in the amount
of such Net Cash Proceeds in excess of $100,000 individually or $200,000 on a cumulative basis in any fiscal year of the Borrower
not so invested or reinvested. The amount of each such prepayment shall be applied first 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. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of
Loss shall be deposited with the Administrative Agent and held by it in the Collateral Account. So long as no Default or Event
of Default exists, the Administrative Agent is authorized to disburse amounts representing such proceeds from the Collateral Account
to or at the Borrower’s direction for application to or reimbursement for the costs of replacing, rebuilding or restoring
such Property.


 




    	 	-49-	 



     


    

 


(ii)         If
after the Closing Date the Borrower or any Subsidiary shall issue any new Ownership Interests (other than Excluded Equity Issuances)
or incur or assume any Indebtedness other than that permitted by Section 6.11, the Borrower shall promptly notify the Administrative
Agent of the estimated Net Cash Proceeds of such issuance, incurrence or assumption to be received by or for the account of the
Borrower or such Subsidiary in respect thereof. Promptly upon receipt by the Borrower or such Subsidiary of Net Cash Proceeds of
such issuance, incurrence or assumption the Borrower shall prepay the Obligations in the amount of such Net Cash Proceeds. The
amount of each such prepayment shall be applied first to the outstanding Term Loans until paid in full, and then to the Revolving
Loans until paid in full (without a permanent reduction of the Revolving Commitments), then to the Swing Loans. The Borrower acknowledges
that its performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 6.11 or
any other terms of this Agreement.


 


(iii)        If
at any time the sum of the unpaid principal balance of the Revolving Loans, Swing Loans, and the L/C Obligations then outstanding
shall be in excess of the Borrowing Base as then determined and computed, the Borrowers shall immediately upon notice (and, in
any event, within one (1) Business Day of such notice) pay over the amount of the excess to the Administrative Agent for the account
of the Lenders as and for a mandatory prepayment on such Obligations, with each such prepayment first to be applied to the Revolving
Loans until payment in full thereof (without a permanent reduction of the Revolving Commitments), then to the Swing Loans until
payment in full thereof, with any remaining balance to be held by the Administrative Agent in the Collateral Account as security
for the Obligations owing with respect to the Letters of Credit.


 


(iv)        If
after the Closing Date the Borrower or any Subsidiary shall issue any Subordinated Debt, the Borrower shall promptly notify the
Administrative Agent of the estimated Net Cash Proceeds of such issuance to be received by or for the account of the Borrower or
such Subsidiary in respect thereof. Promptly upon receipt by the Borrower or such Subsidiary of Net Cash Proceeds of such issuance,
the Borrower shall prepay the Obligations in the amount of such Net Cash Proceeds. The amount of each such prepayment shall be
applied first to the outstanding Term Loans until paid in full, and then to the Revolving Loans until paid in full (without a permanent
reduction of the Revolving Commitments), then to the Swing Loans. The Borrower acknowledges that its performance hereunder shall
not limit the rights and remedies of the Lenders for any breach of Section 6.11 or any other terms of this Agreement.


 




    	 	-50-	 



     


    

 


(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 Borrower and its Subsidiaries for the most recently completed fiscal year of the Borrower; 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 the Parent and the Borrower 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 date, 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 (A) the Senior Leverage Ratio is less than 1.50:1.00 as of the end of two consecutive
fiscal quarters of the Parent and the Borrower 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. The amount of each such prepayment shall be applied first 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.


 


(vi)        The
Borrower shall, on each date the Revolving Credit Commitments are reduced pursuant to Section 2.10, prepay the Revolving Loans
and, if necessary, Swing Loans and, if necessary, in accordance with Section 4.5, Cash Collateralize the L/C Obligations by
the amount, if any, necessary to reduce the sum of the aggregate principal amount of Revolving Loans, Swing Loans and L/C Obligations
then outstanding to the amount to which the Revolving Credit Commitments have been so reduced.


 


(vii)       
Upon the occurrence of a Change of Control, concurrently with the closing of any such transaction, at the election of the Administrative
Agent and the Required Lenders, the Borrower shall (A) repay the Loans in full by payment of the outstanding principal of and the
accrued interest on all outstanding Loans, together with all other amounts payable under the Loan Documents and (B) Cash Collateralize
105% of the then outstanding amount of all L/C Obligations; provided that in the event the Mezzanine Subordinated Debt is
accelerated under Section 2(b)(v) of the Mezzanine Loan Agreement, the Borrower shall immediately and automatically (x) repay the
Loans in full by payment of the outstanding principal of and the accrued interest on all outstanding Loans, together with all other
amounts payable under the Loan Documents and (y) Cash Collateralize 105% of the then outstanding amount of all L/C Obligations.


 


(viii)      Unless
the Borrower otherwise directs, prepayments of Loans under this Section 2.8(b) shall be applied first to Borrowings of Base
Rate Loans until payment in full thereof with any balance applied to Borrowings of Eurodollar Loans in the order in which their
Interest Periods expire. Each prepayment of Loans under this Section 2.8(b) shall be made by the payment of the principal
amount to be prepaid and, in the case of any Term Loans, Swing Loans or Eurodollar Loans, accrued interest thereon to the date
of prepayment together with any amounts due the Lenders under Section 8.1. Each prefunding of L/C Obligations shall be
made in accordance with Section 4.5.


 


(c)          Lender
Notification; Payment Application. The Administrative Agent will promptly advise each Lender of any notice of prepayment it
receives from the Borrower, and in the case of any partial prepayment, such prepayment shall be applied to the remaining amortization
payments on the relevant Loans in the inverse order of maturity.


 




    	 	-51-	 



     


    

 


Section 2.9.          Place
and Application of Payments. (a) General Payments. All payments of principal of and interest on the Loans and the Reimbursement
Obligations, and of all other Obligations payable by the Borrower under this Agreement and the other Loan Documents, shall be made
by the Borrower to the Administrative Agent by no later than 12:00 Noon (Cincinnati time) on the due date thereof at the office
of the Administrative Agent in Cincinnati, Ohio (or such other location as the Administrative Agent may designate to the Borrower
in writing) for the benefit of the Lender or Lenders entitled thereto. Any payments received after such time shall be deemed to
have been received by the Administrative Agent on the next Business Day. All such payments shall be made in Dollars, in immediately
available funds at the place of payment, in each case without set-off or counterclaim. The Administrative Agent will promptly thereafter
cause to be distributed like funds relating to the payment of principal or interest on Loans and on Reimbursement Obligations in
which the Lenders have purchased Participating Interests ratably to the Lenders and like funds relating to the payment of any other
amount payable to any Lender to such Lender, in each case to be applied in accordance with the terms of this Agreement.


 


(b)          Payments
by Borrower; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrower
prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuer hereunder
that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such
date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the L/C Issuer, as the case
may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or the L/C Issuer,
as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such
Lender or L/C Issuer, with interest thereon, for each day from and including the date such amount is distributed to it to but excluding
the date of payment to the Administrative Agent, at a rate per annum equal to: (i) from the date the distribution was made to the
date two (2) Business Days after payment by such Lender is due hereunder, at the greater of the Federal Funds Rate and a rate determined
by the Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) from the date two (2)
Business Days after the date such payment is due from such Lender to the date such payment is made by such Lender, the Base Rate
then in effect for each such date.


 


(c)          Application
of Collateral Proceeds Before Default. Prior to the occurrence of an Event of Default, subject to Section 2.8(b), all payments
and collections received in respect of the Obligations and all proceeds of Collateral shall (subject to the other terms of this
Agreement) be applied by the Administrative Agent against the outstanding Obligations as follows:


 


(i)          first,
to any outstanding fees, charges, and expenses then due to the Administrative Agent and the Lenders;


 


(ii)         second,
to outstanding interest charges then due in respect of the Obligations;


 


(iii)        third,
to the outstanding principal balance of the Swing Loans;


 




    	 	-52-	 



     


    

 


(iv)        fourth,
to the outstanding principal balance of the Revolving Loans and Reimbursement Obligations in respect of amounts drawn under Letters
of Credit;


 


(v)         fifth,
to the outstanding principal balance then scheduled as due in respect of the Term Loans; and


 


(vii)       finally,
to be made available to the Borrower or whoever else may be lawfully entitled thereto.


 


(d)          Application
of Collateral Proceeds after Default. Anything contained herein to the contrary notwithstanding, (x) pursuant to the exercise
of remedies under Sections 7.2 and 7.3 or (y) after written instruction by the Required Lenders after the occurrence
and during the continuation of an Event of Default, all payments and collections received in respect of the Obligations and all
proceeds of the Collateral received, in each instance, by the Administrative Agent or any of the Lenders shall be remitted to the
Administrative Agent and distributed as follows:


 


(i)          first,
to the payment of any outstanding costs and expenses incurred by the Administrative Agent, and any security trustee therefor, in
monitoring, verifying, protecting, preserving or enforcing the Liens on the Collateral, in protecting, preserving or enforcing
rights under the Loan Documents, which the Borrower has agreed to pay the Administrative Agent under Section 10.12 (such funds
to be retained by the Administrative Agent for its own account unless it has previously been reimbursed for such costs and expenses
by the Lenders, in which event such amounts shall be remitted to the Lenders to reimburse them for payments theretofore made to
the Administrative Agent);


 


(ii)         second,
to the payment of principal and interest on the Swing Loans until paid in full;


 


(iii)        third,
to the payment of any outstanding interest (other than on Swing Loans) and fees due under the Loan Documents to be allocated pro
rata in accordance with the aggregate unpaid amounts owing to each holder thereof;


 


(iv)        fourth,
to the payment of principal on the Loans (other than Swing Loans) and unpaid Reimbursement Obligations, together with Cash Collateral
for any outstanding L/C Obligations pursuant to Section 7.4 (until the Administrative Agent is holding Cash Collateral
equal to 105% of the then outstanding amount of all such L/C Obligations), the aggregate amount paid to, or held as collateral
security for, the Lenders to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof;


 


(v)         fifth,
to the payment of all other Secured Obligations (including Bank Product Liability and Hedging Liability) to be allocated pro rata
in accordance with the aggregate unpaid amounts owing to each holder thereof; and


 


(vi)        sixth,
to the Borrower or whoever else may be lawfully entitled thereto.


 




    	 	-53-	 



     


    

 


Notwithstanding anything
contained herein to the contrary, no proceeds of any Collateral or payment made under or in respect of any Guaranty Agreement received
from any person who is not an “eligible contract participant” as defined in the Commodities Exchange Act and regulations
thereunder shall be applied to the payment of any Hedging Liability, but appropriate adjustments shall be made with respect to
payments from the Loan Parties to preserve the allocation to Hedging Liability otherwise set forth in this Section.


 


Section 2.10.         Voluntary
Commitment Terminations. The Borrower shall have the right at any time and from time to time, upon three (3) Business
Days prior written notice to the Administrative Agent (or such shorter period of time agreed to by the Administrative Agent), to
terminate the Revolving Credit Commitments in whole or in part, any partial termination to be (a) in an amount not less than
$1,000,000 or any greater amount that is an integral multiple of $100,000 and (b) allocated ratably among the Lenders in proportion
to their respective Revolver Percentages, provided that the Revolving Credit Commitments may not be reduced to an amount
less than the sum of the aggregate principal amount of Revolving Loans, Swing Loans and of L/C Obligations then outstanding.
Any termination of the Revolving Credit Commitments below the L/C Sublimit then in effect shall reduce the L/C Sublimit
by a like amount. Any termination of the Commitments below the Swing Line Sublimit then in effect shall reduce the Swing Line Sublimit
by a like amount. The Administrative Agent shall give prompt notice to each Lender of any such termination of the Revolving Credit
Commitments. Any termination of the Revolving Credit Commitments pursuant to this Section 2.10 may not be reinstated.


 


Section 2.11.         Swing
Loans. (a) Generally. Subject to the terms and conditions hereof, as part of the Revolving Credit, the Swing Line
Lender may, in its discretion, make loans in Dollars to the Borrower under the Swing Line (individually a “Swing Loan”
and collectively the “Swing Loans”) which shall not in the aggregate at any time outstanding exceed the Swing
Line Sublimit; provided, however, the sum of the aggregate principal amount of Revolving Loans, Swing Loans and L/C Obligations
at any time outstanding shall not exceed the lesser of (i) the sum of all Revolving Credit Commitments in effect at such time and
(ii) the Borrowing Base as then determined and computed. The Swing Loans may be availed of by the Borrower from time to time and
borrowings thereunder may be repaid and used again during the period ending on the Revolving Credit Termination Date; provided
that each Swing Loan must be repaid on the last day of the Interest Period applicable thereto. Notwithstanding anything herein
to the contrary, the Swing Line Lender shall be under no obligation to make any Swing Loan if any Lender is at such time a Defaulting
Lender hereunder unless the Borrower or such Defaulting Lender has provided Cash Collateral in compliance with Section 4.5 sufficient
to eliminate the Swing Line Lender’s risk with respect to such Defaulting Lender.


 


(b)          Interest
on Swing Loans. Each Swing Loan shall bear interest until maturity (whether by acceleration or otherwise) at a rate per annum
equal to, at the option of the Borrower, (i) the sum of the Base Rate plus the Applicable Margin for Base Rate Loans under
the Revolving Credit as from time to time in effect (computed on the basis of a year of three hundred sixty-five (365) or three
hundred sixty-six (366) days, as the case may be, for the actual number of days elapsed) or (ii) the Swing Line Lender’s
Quoted Rate (computed on the basis of a year of three hundred sixty (360) days for the actual number of days elapsed). Interest
on each Swing Loan shall be due and payable prior to such maturity on the last day of each Interest Period applicable thereto.


 




    	 	-54-	 



     


    

 


(c)          Requests
for Swing Loans. The Borrower shall give the Administrative Agent prior notice (which may be written or oral, but if oral,
promptly confirmed in writing), no later than 10:00 a.m. (Cincinnati time) on the date upon which the Borrower requests that
any Swing Loan be made, of the amount and date of such Swing Loan, and the Interest Period requested therefor. The Administrative
Agent shall promptly advise the Swing Line Lender of any such notice received from the Borrower. Within 30 minutes after receiving
such notice, the Swing Line Lender shall in its discretion quote an interest rate to the Borrower at which the Swing Line Lender
would be willing to make such Swing Loan available to the Borrower for the Interest Period so requested (the rate so quoted for
a given Interest Period being herein referred to as “Swing Line Lender’s Quoted Rate”). The Borrower acknowledges
and agrees that the interest rate quote is given for immediate and irrevocable acceptance. If the Borrower does not so immediately
accept the Swing Line Lender’s Quoted Rate for the full amount requested by the Borrower for such Swing Loan, the Swing Line
Lender’s Quoted Rate shall be deemed immediately withdrawn and such Swing Loan shall bear interest at the rate per
annum determined by adding the Applicable Margin for Base Rate Loans under the Revolving Credit to the Base Rate as from time to
time in effect. Subject to the terms and conditions hereof, the proceeds of such Swing Loan shall be made available to the Borrower
on the date so requested at the offices of the Swing Line Lender in Cincinnati, Ohio. Anything contained in the foregoing to the
contrary notwithstanding (i) the obligation of the Swing Line Lender to make Swing Loans shall be subject to all of the terms
and conditions of this Agreement and (ii) the Swing Line Lender shall not be obligated to make more than one Swing Loan during
any one day.


 


(d)          Refunding
of Swing Loans. In its sole and absolute discretion, the Swing Line Lender may at any time, on behalf of the Borrower (which
the Borrower hereby irrevocably authorizes the Swing Line Lender to act on its behalf for such purpose) and with notice to the
Borrower and the Administrative Agent, request each Lender to make a Revolving Loan in the form of a Base Rate Loan in an amount
equal to such Lender’s Revolver Percentage of the amount of the Swing Loans outstanding on the date such notice is given.
Unless an Event of Default described in Section 7.1(j) or 7.1(k) exists with respect to the Borrower, regardless of the existence
of any other Event of Default, each Lender shall make the proceeds of its requested Revolving Loan available to the Administrative
Agent, in immediately available funds, at the Administrative Agent’s principal office in Cincinnati, Ohio, before 12:00 noon
(Cincinnati time) on the Business Day following the day such notice is given. The proceeds of such Borrowing of Revolving Loans
shall be immediately applied to repay the outstanding Swing Loans.


 




    	 	-55-	 



     


    

 


(e)          Participations.
If any Lender refuses or otherwise fails to make a Revolving Loan when requested by the Swing Line Lender pursuant to Section 2.11(d)
above (because an Event of Default described in Section 7.1(j) or 7.1(k) exists with respect to the Borrower or otherwise),
such Lender will, by the time and in the manner such Revolving Loan was to have been funded to the Administrative Agent, purchase
from the Swing Line Lender an undivided participating interest in the outstanding Swing Loans in an amount equal to its Revolver
Percentage of the aggregate principal amount of Swing Loans that were to have been repaid with such Revolving Loans; provided
that the foregoing purchases shall be deemed made hereunder without any further action by such Lender, the Swing Line Lender or
the Administrative Agent. Each Lender that so purchases a participation in a Swing Loan shall thereafter be entitled to receive
its Revolver Percentage of each payment of principal received on the Swing Loan and of interest received thereon accruing from
the date such Lender funded to the Swing Line Lender its participation in such Loan. The several obligations of the Lenders under
this Section shall be absolute, irrevocable and unconditional under any and all circumstances whatsoever and shall not be subject
to any set-off, counterclaim or defense to payment which any Lender may have or have had against the Borrower, any other Lender
or any other Person whatsoever. Without limiting the generality of the foregoing, such obligations shall not be affected by any
Default or Event of Default or by any reduction or termination of the Revolving Credit Commitment of any Lender, and each payment
made by a Lender under this Section shall be made without any offset, abatement, withholding or reduction whatsoever.


 


(f)          Sweep
Arrangements. Notwithstanding the requirements set forth in Section 2.11(c) above, the Administrative Agent may make Swing
Loans (bearing interest at the Base Rate plus the Applicable Margin for Base Rate Loans from time to time in effect) in amounts
necessary to honor checks and other orders for the payment of monies made by the Borrower (or any other Loan Party) and presented
to the Administrative Agent for payment and other Bank Product Liability owing by the Borrower (or any other Loan Party) to the
Administrative Agent. The Borrower acknowledges and agrees that the making of such Swing Loans by the Administrative Agent under
this Section 2.11(f) shall be subject in all respects to the provisions of this Agreement as if each such Loan were made in
response to a notice requesting such Loan made in accordance with Section 2.11(c) hereof and shall be subject to the requirements
of Section 3 hereof. All actions taken by the Administrative Agent pursuant to the provisions of this Section 2.11(f)
shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error. For the purpose of calculating
the aggregate principal balance of Swing Loans outstanding hereunder, Swing Loans shall be deemed to be paid on the date payments
or collections, as the case may be, are applied by the Administrative Agent to such Swing Loans. The Administrative Agent shall
apply all payments and collections received by it in respect of the Swing Loans in reduction of the Swing Loans promptly after
the Administrative Agent deems such sums to be collected in good funds in accordance with its then standard criteria for determining
availability of funds. Notwithstanding the foregoing, if any item credited or payment or collection received by the Administrative
Agent in reduction of the Swing Loans is not honored or finally collected, the Administrative Agent may reverse any provisional
credit which has been given for the item and make appropriate adjustments to the amount of interest and principal otherwise due
hereunder.


 


Section 2.12.         Evidence
of Indebtedness. (a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing
the Indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender from time to time, including the amounts
of principal and interest payable and paid to such Lender from time to time hereunder.


 


(b)          The
Administrative Agent shall also maintain accounts in which it will record (i) the amount of each Loan made hereunder, the
type thereof and, with respect to Eurodollar Loans and Swing Loans, the Interest Period with respect thereto, (ii) the amount
of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the
amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender’s share thereof.


 




    	 	-56-	 



     


    

 


(c)          The
entries maintained in the accounts maintained pursuant to Sections 2.12(a) and (b) above shall be prima facie evidence
of the existence and amounts of the Obligations therein recorded (absent manifest error); provided, however, that the failure
of the Administrative Agent or any Lender to maintain such accounts or any error therein shall not in any manner affect the obligation
of the Borrower to repay the Obligations in accordance with their terms.


 


(d)          Any
Lender may request that its Loans be evidenced by a promissory note or notes in the forms of Exhibit D-1 (in the case of its Term
Loan and referred to herein as a “Term Note”), D-2 (in the case of its Revolving Loans and referred to herein
as a “Revolving Note”), or D-3 (in the case of its Swing Loans and referred to herein as a “Swing Note”),
as applicable. In such event, the Borrower shall prepare, execute and deliver to such Lender a Note payable to the order of such
Lender in the amount of the Term Loan, Revolving Credit Commitment, or Swing Line Sublimit, as applicable. Thereafter, the Loans
evidenced by such Note or Notes and interest thereon shall at all times (including after any assignment pursuant to Section 10.9)
be represented by one or more Notes payable to the order of the payee named therein or any assignee pursuant to Section 10.9,
except to the extent that any such Lender or assignee subsequently returns any such Note for cancellation and requests that such
Loans once again be evidenced as described in subsections (a) and (b) above.


 


Section 2.13.         Fees.
(a) Revolving Credit Commitment Fee. The Borrower shall pay to the Administrative Agent for the ratable account of
the Lenders according to their Revolver Percentages a commitment fee at the rate per annum equal to the Applicable Margin (computed
on the basis of a year of three hundred sixty (360) days and the actual number of days elapsed) on the average daily Unused
Revolving Credit Commitments. Such commitment fee shall be payable quarterly in arrears on the last Business Day of each March,
June, September, and December in each year (commencing on the first such date occurring after the Closing Date) and on the Revolving
Credit Termination Date, unless the Revolving Credit Commitments are terminated in whole on an earlier date, in which event the
commitment fee for the period to the date of such termination in whole shall be paid on the date of such termination.


 


(b)          Letter
of Credit Fees. On the date of issuance or extension, or increase in the amount, of any Letter of Credit pursuant to Section 2.3,
the Borrower shall pay to the L/C Issuer for its own account a fronting fee equal to .125% of the face amount of (or of the
increase in the face amount of) such Letter of Credit. Quarterly in arrears, on the last Business Day of each March, June, September,
and December, commencing on the first such date occurring after the Closing Date, the Borrower shall pay to the Administrative
Agent, for the ratable benefit of the Lenders according to their Revolver Percentages, a letter of credit fee (the “L/C
Participation Fee”) at a rate per annum equal to the Applicable Margin (computed on the basis of a year of three hundred
sixty (360) days and the actual number of days elapsed) in effect during each day of such quarter applied to the daily average
face amount of Letters of Credit outstanding during such quarter. In addition, the Borrower shall pay to the L/C Issuer for its
own account the L/C Issuer’s standard issuance, drawing, negotiation, amendment, transfer and other administrative fees for
each Letter of Credit. Such standard fees referred to in the preceding sentence may be established by the L/C Issuer from time
to time.


 




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(c)          Administrative
Agent Fees. The Borrower shall pay to the Administrative Agent, for its own use and benefit, the fees agreed to between the
Administrative Agent and the Borrower in that certain fee letter dated June 6, 2016, or as otherwise agreed to in writing
between the Borrower and the Administrative Agent.


 


Section 2.14.         Account
Debit. The Borrower hereby irrevocably authorizes the Administrative Agent to charge any of the Borrower’s deposit accounts
maintained with the Administrative Agent for the amounts from time to time necessary to pay any then due Obligations; provided
that the Borrower acknowledges and agrees that the Administrative Agent shall not be under an obligation to do so and the
Administrative Agent shall not incur any liability to the Borrower or any other Person for the Administrative Agent’s failure
to do so.


 


Section 3.          Conditions
Precedent.


 


The obligation of each
Lender to advance, continue or convert any Loan (other than the continuation of, or conversion into, a Base Rate Loan) or of the
L/C Issuer to issue, extend the expiration date (including by not giving notice of non-renewal) of or increase the amount of any
Letter of Credit under this Agreement, shall be subject to satisfaction (or waiver) of the following conditions precedent:


 


Section 3.1.          All
Credit Events. At the time of each Credit Event hereunder:


 


(a)          each
of the representations and warranties set forth herein and in the other Loan Documents shall be and 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 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 shall have occurred and be continuing or would occur as a result of such Credit Event;


 


(c)          after
giving effect to such requested extension of credit, the aggregate principal amount of all Revolving Loans, Swing Loans and L/C
Obligations under this Agreement shall not exceed the lesser of (i) the aggregate Revolving Credit Commitments as of such date
and (ii) the Borrowing Base as then determined and computed;


 


(d)          in
the case of a Borrowing, the Administrative Agent shall have received the notice required by Section 2.5, in the case of the
issuance of any Letter of Credit the L/C Issuer shall have received a duly completed Application for such Letter of Credit
together with any fees required to be paid at such time under Section 2.13, and, in the case of an extension or increase in
the amount of a Letter of Credit, the L/C Issuer shall have received a written request therefor in a form reasonably acceptable
to the L/C Issuer together with fees required to be paid at such time under Section 2.13; and


 




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(e)          such
Credit Event shall not violate any Legal Requirement applicable to the Administrative Agent, the L/C Issuer, or any Lender (including
Regulation U of the Board of Governors of the Federal Reserve System) as then in effect; provided that, any such Legal
Requirement shall not entitle any Lender that is not affected thereby to not honor its obligation hereunder to advance, continue
or convert any Loan or, in the case of the L/C Issuer, to extend the expiration date of or increase the amount of any Letter of
Credit hereunder.


 


Each request for a
Borrowing hereunder and each request for the issuance of, increase in the amount of, or extension of the expiration date of, a
Letter of Credit shall be deemed to be a representation and warranty by the Borrower on the date of such Credit Event as to the
facts specified in subsections (a) through (d), both inclusive, of this Section; provided, however, that the Lenders
may continue to make advances under the Revolving Credit, in the sole discretion of the Lenders with Revolving Credit Commitments,
notwithstanding the failure of the Borrower to satisfy one or more of the conditions set forth above and any such advances so made
shall not be deemed a waiver of any Default or Event of Default or other condition set forth above that may then exist. For the
avoidance of doubt, no Lender shall be required to make any Loans in the event that any of the conditions set forth in this Section 3.1
are not satisfied.


 


Section 3.2.          Initial
Credit Event. Before or concurrently with the initial Credit Event:


 


(a)          the
Administrative Agent shall have received this Agreement duly executed by the Loan Parties and the Lenders;


 


(b)          the
Administrative Agent shall have received for each Lender requesting Notes, such Lender’s duly executed Notes of the Borrower,
dated the date hereof and otherwise in compliance with the provisions of Section 2.12(d);


 


(c)          the
Administrative Agent shall have received (i) the Security Agreement duly executed by the Loan Parties, together with (A) original
stock certificates or other similar instruments representing all of the issued and outstanding Ownership Interests in each Subsidiary
as of the Closing Date, to the extent such interests are certificated, (B) stock powers or similar transfer powers executed
in blank and undated for the Collateral consisting of the Ownership Interests in each Subsidiary, (C) UCC financing statements
to be filed against the Loan Parties, as debtors, in favor of the Administrative Agent, as secured party, (D) patent, trademark,
and copyright collateral agreements, to the extent requested by the Administrative Agent; and (E) Collateral Access Agreements,
to the extent requested by the Administrative Agent; and (ii) a duly completed and executed Perfection Certificate;


 




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(d)          the
Administrative Agent shall have received the Mezzanine Debt Subordination Agreement duly executed by the Mezzanine Agent and the
other parties thereto, together with certified copies of the Mezzanine Loan Agreement and the other Mezzanine Debt Documents in
effect on the Closing Date, which documents shall be in form and substance reasonably satisfactory to the Administrative Agent;


 


(e)          the
Administrative Agent shall have received the Surety Intercreditor Agreement duly executed by the Bonding Company and the other
parties thereto, together with copies of the Bonding Agreements in effect on the Closing Date certified by a Duly Authorized Officer
of the Borrower, which documents, including the aggregate bonding availability thereunder, shall be in form and substance reasonably
satisfactory to the Administrative Agent;


 


(f)          the
Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents, naming the Administrative
Agent as additional insured and lenders loss payee, as applicable;


 


(g)          the
Administrative Agent shall have received copies of each Loan Party’s Organization Documents, certified in each instance by
a Duly Authorized Officer and, with respect to Organization Documents filed with a Governmental Authority, by the applicable Governmental
Authority;


 


(h)          the
Administrative Agent shall have received copies of resolutions of each Loan Party’s board of directors (or similar governing
body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party
and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized
to execute such documents on such Loan Party’s behalf, all certified in each instance by a Duly Authorized Officer;


 


(i)          the
Administrative Agent shall have received copies of the certificates of good standing, or nearest equivalent in the relevant jurisdiction,
for each Loan Party (dated no earlier than thirty (30) days prior to the date hereof) from the office of the secretary of state
or other appropriate governmental department or agency of the state of its formation, incorporation or organization, as applicable;


 


(j)          the
Administrative Agent shall have received a list of the Borrower’s Authorized Representatives;


 


(k)          the
Administrative Agent shall have received for itself and for the Lenders the initial fees required by Section 2.13;


 


(l)          the
Administrative Agent shall have received certification from the Borrower’s Chief Financial Officer or other Duly Authorized
Officer of the Borrower acceptable to the Administrative Agent of the Solvency of the Loan Parties on a consolidated basis after
giving effect to the Related Transactions and the initial Credit Event;


 




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(m)          the
Administrative Agent shall have received: (i) an executed compliance certificate in the form of Exhibit E, calculated
based on the Borrower’s financial conditions as of March 31, 2016, but giving effect to the Related Transactions and
initial Credit Event; (ii) a closing date balance sheet for the Borrower and its Subsidiaries calculated based on the Borrower’s
financial conditions as of March 31, 2016, but giving effect to the Related Transactions and initial Credit Event; (iii) unaudited
historical quarterly financial statements for the Borrower and its Subsidiaries for the quarter ended March 31, 2016 and unaudited
historical monthly financial statements for the Borrower and its Subsidiaries for each of the months ended April 30, 2016 and May
31, 2016; (iv) a certificate from the Borrower’s Chief Financial Officer or other Duly Authorized Officer of the Borrower
acceptable to the Administrative Agent, certifying that since March 31, 2016, no Material Adverse Effect has occurred; (v) a Borrowing
Base Certificate as of the Closing Date, along with a Collateral Report executed on behalf of the Borrower by a Duly Authorized
Officer of the Borrower, with Accounts and Eligible Accounts calculated as of May 31, 2016 and otherwise calculated
after giving pro forma effect to the Related Transactions and the initial Credit Event; and (vi) a certificate from the
Borrower’s Chief Financial Officer or other Duly Authorized Officer of the Borrower acceptable to the Administrative Agent
certifying as of the Closing Date (A) the ratio of (x) Total Funded Debt of the Borrower and its Subsidiaries, after giving effect
to the Related Transactions and the advancing of the Loans (as defined in the Mezzanine Loan Agreement) to (y) EBITDA for the period
of twelve (12) consecutive months ended on March 31, 2016, calculated on a pro forma basis after giving effect to the Related Transactions
and the advancing of the Loans (as defined in the Mezzanine Loan Agreement) shall not exceed 3.65:1.00 and (B) EBITDA for the period
of twelve (12) consecutive months ending on March 31, 2016 shall be equal to or greater than $11,600,000;


 


(n)          after
giving effect to the Related Transactions and the initial Credit Event, the Borrower shall have Borrowing Base Availability and
Unused Revolving Credit Commitments of at least $5,000,000;


 


(o)          the
Administrative Agent shall have received financing statement and, as appropriate, tax and judgment lien search results against
the Loan Parties, and their Property evidencing the absence of Liens thereon, except for Permitted Liens;


 


(p)          the
Administrative Agent shall have received pay-off and lien release letters from secured creditors (other than holders of Permitted
Liens) of the Loan Parties and of the Amended and Restated Senior Subordinated Loan Agreement, setting forth, among other
things, the total amount of indebtedness outstanding and owing to them (or outstanding letters of credit issued for the account
of any of the Loan Parties) and containing an undertaking to cause to be delivered to the Administrative Agent UCC termination
statements and any other lien release instruments necessary to release their Liens on the assets of any of the Loan Parties, which
pay-off and lien release letters shall be in form and substance acceptable to the Administrative Agent;


 




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(q)          the
Administrative Agent shall have received the favorable written opinions of counsel to the Loan Parties, in form and substance reasonably
satisfactory to the Administrative Agent;


 


(r)          the
Administrative Agent’s due diligence with respect to the Loan Parties and their Subsidiaries, if any, shall be completed
in a manner reasonably acceptable to the Administrative Agent;


 


(s)          each
of the Lenders shall have received, sufficiently in advance of the Closing Date, all documentation and other information requested
by any such 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
(or its equivalent) for each of the Loan Parties;


 


(t)          none
of the Loan Parties nor any of their Subsidiaries, if any, shall have obtained or attempted to obtain, place, arrange or renew
any debt financing, except for the Mezzanine Subordinated Debt and as otherwise permitted by Section 6.11, prior to the Closing
Date and during the Arranger’s and the Administrative Agent’s syndication of the credit facilities made available to
the Borrower hereunder;


 


(u)          (i)
the Administrative Agent shall have received the Merger Agreement duly executed by the Parent and the other parties thereto, and
certified by a Duly Authorized Officer of the Borrower, which agreement shall be in form and substance reasonably satisfactory
to the Administrative Agent and (ii) the Administrative Agent shall have received evidence satisfactory to it that the Required
Merger has closed or will close simultaneously with the closing of this Agreement; and


 


(v)         the
Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative
Agent may reasonably request.


 


Section 4.          The
Collateral and Guaranties.


 


Section 4.1.          Collateral.
The Secured Obligations shall be secured by (a) valid, perfected, and enforceable Liens of the Administrative Agent on all
right, title, and interest of each Loan Party in all Ownership Interests held by such Person in each of its Subsidiaries, whether
now owned or hereafter formed or acquired, and all proceeds thereof, and (b) valid, perfected, and enforceable Liens of the
Administrative Agent on all right, title, and interest of each Loan Party in all personal property, fixtures, and real estate,
whether now owned or hereafter acquired or arising, and all proceeds thereof; provided, however, that: (i) the Collateral
shall not include Excluded Property, and (ii) until an Event of Default has occurred and is continuing and thereafter until
otherwise required by the Administrative Agent or the Required Lenders, Liens on vehicles or other goods which are subject to a
certificate of title law need not be perfected provided that the total value of such property at any one time not so perfected
shall not exceed $100,000 in the aggregate.


 




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Section 4.2.          Liens
on Real Property. Subject to Section 6.28 hereof, in the event that any Loan Party owns or hereafter acquires any real property
(other than Excluded Property), such Loan Party shall execute and deliver to the Administrative Agent (or a security trustee therefor)
a mortgage or deed of trust acceptable in form and substance to the Administrative Agent for the purpose of granting to the Administrative
Agent a Lien on such real property to secure the Secured Obligations, shall pay all Taxes, costs, and expenses incurred by the
Administrative Agent in recording such mortgage or deed of trust, and shall supply to the Administrative Agent, at the Administrative
Agent’s request and at Borrower’s cost and expense a survey, a certification with regard to flood zone location (and,
if necessary, evidence of flood insurance), environmental report, hazard insurance policy, appraisal report, and a mortgagee’s
policy of title insurance from a title insurer acceptable to the Administrative Agent insuring the validity of such mortgage or
deed of trust and its status as a first Lien (subject to Permitted Liens) on the real property encumbered thereby and such other
instrument, documents, certificates, and opinions reasonably required by the Administrative Agent in connection therewith.


 


Section 4.3.          Guaranties.
The payment and performance of the Secured Obligations shall at all times be jointly and severally guaranteed by each Guarantor
pursuant to one or more Guaranty Agreements.


 


Section 4.4.          Further
Assurances. Each Loan Party agrees that it shall from time to time at the request of the Administrative Agent or the Required
Lenders, execute and deliver such documents and do such acts and things as the Administrative Agent or the Required Lenders may
reasonably request in order to provide for or perfect or protect such Liens on the Collateral as required by this Section 4. In
the event any Loan Party forms or acquires any other Subsidiary after the Closing Date, the Loan Parties shall promptly upon such
formation or acquisition cause such newly formed or acquired Subsidiary to execute a Guaranty Agreement and such Collateral Documents
as the Administrative Agent may then require to comply with this Section 4, and the Loan Parties shall also deliver to the
Administrative Agent, or cause such Subsidiary to deliver to the Administrative Agent, at the Borrower’s cost and expense,
such other instruments, documents, certificates, and opinions reasonably required by the Administrative Agent in connection therewith.


 


Section 4.5.          Cash
Collateral. Immediately upon the request of the Administrative Agent, the L/C Issuer, or the Swing Line Lender at any time
that there shall exist a Defaulting Lender, or otherwise as required hereby, including as required by Sections 2.3(b), 7.4 and
8.6(a)(v), the Borrower shall deliver Cash Collateral to the Administrative Agent in an amount sufficient to cover all Fronting
Exposure (after giving effect to Section 8.6(a)(iv) and any Cash Collateral provided by the Defaulting Lender, if applicable)
with respect to such Defaulting Lender or to cover such other amount required hereby.


 




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(a)          Grant
of Security Interest. All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be held
by the Administrative Agent in one or more separate collateral accounts (each such account, and the credit balances, properties,
and any investments from time to time held therein, and any substitutions for such account, any certificate of deposit or other
instrument evidencing any of the foregoing and all proceeds of and earnings on any of the foregoing being collectively called the
“Collateral Account”). The Collateral Account shall be held in the name of and subject to the exclusive dominion
and control of the Administrative Agent for the benefit of the Administrative Agent, the Lenders (including the Swing Line Lender),
and the L/C Issuer. If and when requested by the Borrower, the Administrative Agent shall invest funds held in the Collateral Account
from time to time in direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed
by, the United States of America with a remaining maturity of one year or less, provided that the Administrative Agent is
irrevocably authorized to sell investments held in the Collateral Account when and as required to make payments out of the Collateral
Account for application to amounts due and owing from the Borrower to the L/C Issuer, the Administrative Agent or the Lenders (including
the Swing Line Lender).


 


The Borrower, and to the extent
provided by any Lender, such Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit
of the Administrative Agent, the L/C Issuer and the Lenders (including the Swing Line Lender), and agrees to maintain, a first
priority security interest (subject to Permitted Liens) in the Collateral Account, all as security for the obligations to which
such Cash Collateral may be applied pursuant to clause (b) below. If at any time the Administrative Agent determines that
Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent as herein provided (other than
Permitted Liens), or that the total amount of such Cash Collateral is less than the Fronting Exposure and other obligations secured
thereby, the Borrower or the relevant Defaulting Lender, will, promptly upon demand by the Administrative Agent, pay or provide
to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency.


 


(b)          Application.
Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Section 4.5 or Sections
2.3(b), 7.4, or 8.6(a)(v), or any other Section hereof in respect of Letters of Credit or Swing Loans, shall be applied to the
satisfaction of the specific Reimbursement Obligations, Swing Loans, obligations to fund participations therein (including, as
to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation), and other obligations for which the
Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein.


 


(c)          Release.
(i) Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or other obligations giving rise
thereto shall be released promptly following the elimination of the applicable Fronting Exposure and other obligations giving rise
thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee)),
or (ii), if such Cash Collateral (or the appropriate portion thereof) is not provided in connection with a Defaulting Lender, Cash
Collateral (or the appropriate portion thereof) shall be released promptly after (A) the Borrower shall have made payment
of all such obligations referred to in this Section 4.5 above, (B) all relevant preference or other disgorgement periods
relating to the receipt of such payments have passed, and (C) no Letters of Credit, Commitments, Loans or other Obligations
remain outstanding hereunder, and (iii) Cash Collateral (or the appropriate portion thereof) shall be released promptly following
the Administrative Agent’s good faith determination that there exists excess Cash Collateral; provided, however, that
(x) Cash Collateral furnished by or on behalf of the Borrower shall not be released during the continuance of a Default or Event
of Default (and following application as provided in this Section 4.5 may be otherwise applied in accordance with Section 2.9),
and (y) the Person providing Cash Collateral and the L/C Issuer or Swing Line Lender, as applicable, may agree that Cash Collateral
shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.


 




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Section 5.          Representations
and Warranties.


 


Each Loan Party represents
and warrants to each Lender, the Administrative Agent, and the L/C Issuer as follows:


 


Section 5.1.          Organization
and Qualification. Each Loan Party (a) is duly organized and validly existing under the laws of the jurisdiction of its
organization, (b) is in good standing under the laws of the jurisdiction of its organization, (c) has the power and authority
to own its property and to transact the business in which it is engaged and proposes to engage and (d) is duly qualified and
in good standing in each jurisdiction where the ownership, leasing or operation of property or the conduct of its business requires
such qualification, except, in each case of clauses (a), (b) (other than with respect to the Borrower where failure to maintain
such good standing is not curable or results in the dissolution of the Borrower), (c) and (d), where the same could not be reasonably
expected to have, either individually or in the aggregate, a Material Adverse Effect.


 


Section 5.2.          Authority
and Enforceability. The Borrower has the power and authority to enter into this Agreement and the other Loan Documents executed
by it, to make the borrowings herein provided for, to issue its Notes (if any), to grant to the Administrative Agent the Liens
described in the Collateral Documents executed by the Borrower, and to perform all of its obligations hereunder and under the other
Loan Documents executed by it. Each Guarantor has the power and authority to enter into the Loan Documents executed by it, to guarantee
the Secured Obligations, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by such
Person, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Loan
Parties have been duly authorized by proper corporate and/or other organizational proceedings, executed, and delivered by such
Persons and constitute valid and binding obligations of such Loan Parties enforceable against each of them in accordance with their
terms, except as enforceability may be limited by Debtor Relief Laws and general principles of equity (regardless of whether the
application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents
do not, nor does the performance or observance by any Loan Party of any of the matters and things herein or therein provided for,
(a) contravene or violate any applicable Legal Requirement binding upon any Loan Party or any provision of the Organization
Documents of any Loan Party, (b) violate or constitute a default under any covenant, indenture or agreement of or affecting
the any Loan Party or any of its Property, in each case where such violation, contravention or default, individually or in the
aggregate, could reasonably be expected to have a Material Adverse Effect or (c) result in the creation or imposition of any
Lien on any Property of any Loan Party other than the Liens granted in favor of the Administrative Agent pursuant to the Collateral
Documents.


 




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Section 5.3.          Financial
Reports. The audited consolidated and consolidating financial statements of the Parent and its Subsidiaries as at December
31, 2015, and the unaudited interim consolidated and consolidating financial statements of the Parent and its Subsidiaries
as at March 31, 2016, for the three (3) months then ended, heretofore furnished to the Administrative Agent, fairly and
adequately present the consolidated and consolidating financial condition of the Parent and its Subsidiaries as at said dates and
the consolidated and consolidating results of their operations and cash flows for the periods then ended in conformity with GAAP
applied on a consistent basis.  As of any date after the Closing Date, the audited consolidated and consolidating financial
statements of the Borrower and its Subsidiaries most recently furnished to the Administrative Agent pursuant to Section 6.1, fairly
and adequately present in all material respects the consolidated and consolidating financial condition of the Borrower and its
Subsidiaries as at said dates and the consolidated and consolidating results of their operations and cash flows for the periods
then ended in conformity with GAAP applied on a consistent basis. As of the date of the most recently delivered annual financial
statements, no Loan Party or any Subsidiary of a Loan Party has contingent liabilities required to be disclosed under GAAP or judgments,
orders or injunctions against it that are material to it and which otherwise constitute an Event of Default under Section 7.1(g),
other than as indicated on such financial statements or, with respect to future periods, on the financial statements furnished
pursuant to Section 6.1.


 


Section 5.4.          No
Material Adverse Change. Since the date of the most recent audited financial statements of Limbach, Inc. provided to
the Administrative Agent pursuant to Section 6.1(b), there has been no change in the business condition (financial or otherwise),
operations, performance or Properties of any Loan Party or any Subsidiary of any Loan Party except those occurring in the ordinary
course of business, none of which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.


 


Section 5.5.          Litigation
and Other Controversies. Except as set forth on Schedule 5.5, there is no litigation, arbitration, labor controversy or governmental
proceeding pending or, to the knowledge of any Loan Party, threatened against any Loan Party or any of its Subsidiaries, or any
of their respective Property, that could reasonably be expected to have, either individually or in the aggregate, a Material Adverse
Effect.


 


Section 5.6.          True
and Complete Disclosure. All information furnished by or on behalf of the Loan Parties or any of their Subsidiaries to the
Administrative Agent or any Lender for purposes of or in connection with this Agreement, or any transaction contemplated herein,
does not contain any untrue statements or material fact or omit a material fact necessary to make the material statements herein
or therein not misleading in light of the circumstances under which such information was provided; provided that, with respect
to projected financial information furnished by or on behalf of the Loan Parties or any of their Subsidiaries, the Loan Parties
only represent and warrant that such information is prepared in good faith based upon assumptions and estimates believed to be
reasonable by the Loan Parties at the time of preparation and at the time of delivery.


 




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Section 5.7.          Use
of Proceeds; Margin Stock. The Borrower shall use all proceeds of the Loans to refinance existing Indebtedness outstanding
on the Closing Date, to finance Capital Expenditures and Permitted Acquisitions and to fund certain fees and expenses associated
with this Agreement and the Related Agreements and the transactions contemplated hereby and thereby; and for working capital purposes
and other general corporate purposes of the Loan Parties and their Subsidiaries; provided that proceeds of Revolving Loans
borrowed on or about the Closing Date shall not be used to redeem Ownership Interests of the Parent. No part of the proceeds of
any Loan or other extension of credit hereunder will be used to purchase or carry any Margin Stock or to extend credit to others
for the purpose of purchasing or carrying any Margin Stock. Neither the making of any Loan or other extension of credit hereunder
nor the use of the proceeds of Loans will violate or be inconsistent with the provisions of Regulations T, U or X of the Board
of Governors of the Federal Reserve System and any successor to all or any portion of such regulations. Margin Stock constitutes
less than 25% of the value of those assets of the Loan Parties and their Subsidiaries that are subject to any limitation on sale,
pledge or other restriction hereunder.


 


Section 5.8.          Taxes.
Each Loan Party and each of its Subsidiaries has timely filed or caused to be timely filed all tax returns required to be filed
by such Loan Party and/or any of its Subsidiaries, except where (i) extensions have been duly obtained or (ii) failure to so file
could not be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. Each Loan Party and
each of its Subsidiaries has paid (or made adequate provisions and established appropriate reserves for) all Taxes payable by them
other than Taxes which are not delinquent, except those that are being contested in good faith and by appropriate legal proceedings
and as to which appropriate reserves have been provided for in accordance with GAAP and no Lien resulting therefrom attaches to
any of its Property (other than any Permitted Liens).


 


Section 5.9.          ERISA.
Except as would not reasonably be expected to result in liability in excess of $750,000, or except as set forth on Schedule 5.9,
(a) no ERISA Event has occurred and no Loan Party or any member of its Controlled Group is aware of any fact, event or circumstance
that could reasonably be expected to constitute or result in an ERISA Event; (b) each Plan is in compliance with all applicable
Legal Requirements; and (c) there is no existing or pending (or to the knowledge of the Loan Party, threatened) claims (other than
routine claims for benefits in the normal course), sanctions, actions, lawsuits or other proceedings or investigation involving
any Plan or Welfare Plan; (d) no Loan Party or any member of the Controlled Group has received in the past five years any requests
for a “Statement of Business Affairs” from any Multiemployer Plan it has contributed to; and (e) substantially all
of the employees for whom any Loan Party or member of its Controlled Group has an obligation to contribute to a Multiemployer Plan
perform work in the building and construction industry. No Lien has been imposed under Section 430(k) of the Code or Sections 303
or 4068 of ERISA on any asset of a Loan Party or a Subsidiary of a Loan Party. An update to this Schedule 5.9 will be included
as an attachment to each certificate delivered pursuant to Section 6.1(c).


 




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Section 5.10.         Subsidiaries.
Schedule 5.10 (as supplemented from time to time pursuant to Section 6.18) identifies (a) each Subsidiary (including
Subsidiaries that are Loan Parties) and (b) the following information for each Subsidiary: (i) jurisdiction of its organization;
and (ii) the percentage of issued and outstanding interests of each class of its Ownership Interests owned by any Loan Party
and/or its Subsidiaries; and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law),
a description of each class of its authorized Ownership Interests and the number of interests of each class issued and outstanding.
All of the outstanding Ownership Interests of each Subsidiary are validly issued and outstanding and fully paid and nonassessable
and all such Ownership Interests indicated on Schedule 5.10 (as supplemented from time to time pursuant to Section 6.18)
as owned by a Loan Party or another Subsidiary are owned, beneficially and of record, by such Loan Party or Subsidiary free and
clear of all Liens, other than the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documents and
Permitted Liens. There are no outstanding commitments or other obligations of any Subsidiary to issue, and no options, warrants
or other rights of any Person to acquire, any shares of any class of Ownership Interests of any Subsidiary.


 


Section 5.11.         Compliance
with Laws. The Loan Parties and their Subsidiaries are in compliance with all applicable statutes, regulations and orders of,
and all applicable restrictions imposed by, all Governmental Authorities in respect of the conduct of their businesses and the
ownership of their Property, except such noncompliances as could not reasonably be expected to have, either individually or in
the aggregate, a Material Adverse Effect.


 


Section 5.12.         Environmental
Matters. Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each
Loan Party and each of its Subsidiaries: (i) is and has been in compliance with all applicable Environmental Laws; and (ii) has
obtained all permits, licenses and approvals required by Environmental Laws, all such permits, licenses and approvals are in full
force and effect and each Loan Party and each of its Subsidiaries is in compliance with the terms and conditions of all such permits,
licenses and approvals. There are no pending or, to the best knowledge of the Loan Parties and their Subsidiaries after due inquiry,
threatened Environmental Claims against any Loan Party or any of its Subsidiaries or any real property, including leaseholds, owned
or operated by any Loan Party or any of its Subsidiaries. There are no facts, circumstances, conditions or occurrences that, to
the best knowledge of the Loan Parties and their Subsidiaries after due inquiry, could reasonably be expected to (i) form
the basis of an Environmental Claim against any Loan Party or any of its Subsidiaries or any real property, including leaseholds,
owned or operated by any Loan Party or any of its Subsidiaries, or (ii) cause any such real property to be subject to any
restrictions on its ownership, occupancy, use or transferability under Environmental Laws. Hazardous Materials have not been Released
on or from any real property, including leaseholds, owned or operated by any Loan Party or any of its Subsidiaries or at any off-site
location for which any Loan Party or any of its Subsidiaries is liable, that individually or in the aggregate could reasonably
be expected to have a Material Adverse Effect. The Loan Parties have made available to Administrative Agent accurate and complete
copies of all material environmental reports, studies, assessments, investigations, audits, correspondence and other documents
relating to environmental or occupational safety and health matters with respect to any real property, including leaseholds, owned
or operated by the Loan Parties or any of their Subsidiaries that are in the Loan Parties’ possession or control.


 




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Section 5.13.         Investment
Company. No Loan Party nor any of its Subsidiaries is an “investment company” or a company “controlled”
by an “investment company” within the meaning of the Investment Company Act of 1940.


 


Section 5.14.         Intellectual
Property. Each Loan Party and each of its Subsidiaries owns or has obtained licenses or other rights of whatever nature to
all the patents, trademarks, service marks, trade names, copyrights, trade secrets, know-how or other intellectual property rights
necessary for the present conduct of its businesses, in each case without any known conflict with the rights of others except for
such conflicts, rights to use and any failure to own or obtain such licenses and other rights, as the case may be, as could not
reasonably be expected to result in a Material Adverse Effect.


 


Section 5.15.         Good
Title. The Loan Parties and their Subsidiaries have good and marketable title to, or valid leasehold interests in, or rights
to use, their assets as reflected on the Loan Parties’ most recent consolidated balance sheet provided to the Administrative
Agent (except for sales of assets in the ordinary course of business, and such defects in title or interests that could not reasonably
be expected to have, either individually or in the aggregate, a Material Adverse Effect) and is subject to no Liens, other than
Permitted Liens.


 


Section 5.16.         Labor
Relations. No Loan Party nor any of its Subsidiaries is engaged in any unfair labor practice that could reasonably be expected
to have a Material Adverse Effect. Except as set forth on Schedule 5.16, there is (a) no strike, labor dispute, slowdown,
or stoppage pending against any Loan Party or any of its Subsidiaries or, to the best knowledge of the Loan Parties and their Subsidiaries,
threatened against any Loan Party or any of its Subsidiaries, (b) to the best knowledge of the Loan Parties and their Subsidiaries,
no union representation proceeding is pending with respect to the employees of any Loan Party or any of its Subsidiaries and no
union organizing activities are taking place and (c) no Loan Party nor any of its Subsidiaries is a party to a collective bargaining
agreement, except (with respect to any matter specified in clause (a), (b) or (c) above, either individually or in the aggregate)
such as could not reasonably be expected to have a Material Adverse Effect.


 


Section 5.17.         Governmental
Authority and Licensing. The Loan Parties and their Subsidiaries have received all licenses, permits, and approvals of each
Governmental Authority necessary to conduct their businesses, in each case where the failure to obtain or maintain the same could
reasonably be expected to have a Material Adverse Effect. No investigation or proceeding that, if adversely determined, could reasonably
be expected to result in revocation or denial of any license, permit or approval is pending or, to the knowledge of the Loan Parties,
threatened, except where such revocation or denial could not reasonably be expected to have, either individually or in the aggregate,
a Material Adverse Effect.


 


Section 5.18.         Approvals.
No authorization, consent, license or exemption from, or filing or registration with, any Governmental Authority, nor any approval
or consent of any other Person, is or will be necessary to the valid execution, delivery or performance by any Loan Party of any
Loan Document, except for (a) such approvals, authorizations, consents, licenses or exemptions from, or filings or registrations
which have been obtained prior to the date of this Agreement and remain in full force and effect, (b) filings which are necessary
to release Liens granted pursuant to the document related to the Indebtedness to be refinanced on the Closing Date, and (c) filings,
authorizations, consents, licenses, exemptions or registrations which are necessary to perfect the security interests created under
the Collateral Documents.


 




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Section 5.19.         Affiliate
Transactions. No Loan Party nor any of its Subsidiaries is a party to any contracts or agreements with any of its Affiliates
(other than with Wholly-owned Subsidiaries) on terms and conditions which are less favorable to such Loan Party or such Subsidiary
than would be usual and customary in similar contracts or agreements between Persons not affiliated with each other.


 


Section 5.20.         Solvency.
The Loan Parties and their Subsidiaries are, on a consolidated basis, Solvent.


 


Section 5.21.         No
Broker Fees. No broker’s or finder’s fee or commission will be payable with respect hereto or any of the transactions
contemplated thereby; and the Loan Parties hereby agree to indemnify the Administrative Agent, the L/C Issuer, and the Lenders
against, and agree that they will hold the Administrative Agent, the L/C Issuer, and the Lenders harmless from, any claim, demand,
or liability for any such broker’s or finder’s fees alleged to have been incurred in connection herewith or therewith
and any expenses (including reasonable attorneys’ fees) arising in connection with any such claim, demand, or liability.


 


Section 5.22.         No
Default. No Default or Event of Default has occurred and is continuing.


 


Section 5.23.         Compliance
with Sanctions Programs.  Each Loan Party is in compliance with the requirements of all Sanctions Programs applicable
to it. Each Subsidiary of each Loan Party is in compliance with the requirements of all Sanctions Programs applicable to such Subsidiary.
Each Loan Party has provided to the Administrative Agent, the L/C Issuer, and the Lenders all information regarding such Loan Party
and its directors, officers, Affiliates and Subsidiaries necessary for the Administrative Agent, the L/C Issuer, and the Lenders
to comply with all applicable Sanctions Programs. To the best of each Loan Party’s knowledge, neither any Loan Party nor
any of its officers or directors, Affiliates or Subsidiaries is, as of the date hereof, a Sanctioned Person. No part of the proceeds
of the Loans will be used, directly or indirectly, for any payments to any governmental official or employee, political party,
official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain,
retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of
1977.


 


Section 5.24.         Merger
Agreement; Bonding Facility. (a) Merger Agreement. The Borrower has provided to the Administrative Agent a true and
correct copy of the Merger Agreement. The Merger Agreement is in full force and effect and has not, except as reflected in amendments
provided to the Administrative Agent, been amended or modified in any material respect from the version so delivered to the Administrative
Agent, no material condition to the effectiveness thereof has been waived and no material obligations of Limbach, Inc. or the Parent
thereunder have been waived, except to the extent approved in writing by the Administrative Agent, and no Loan Party is aware of
any default thereunder. No authorization, consent, license, or exemption from, or filing or registration with, any Governmental
Authority, nor any material approval or consent of any other Person, is or will be necessary to the valid execution, delivery,
or material performance by Limbach, Inc. or the Parent of the Merger Agreement or of any other instrument or document executed
and delivered in connection therewith. As of the Closing Date, to each Loan Party’s knowledge, all representations and warranties
in the Merger Agreement are true and correct.


 




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(b)          Bonding
Facility.  The Loan Parties have provided to the Administrative Agent a true and correct copy of all agreements establishing
the Required Bonding Facility (together, the “Bonding Agreements”). The
Borrower and its Subsidiaries have available bonding capacity under one or more Bonding Agreements in an amount sufficient to operate
their respective businesses in the ordinary course of business. Each of the Bonding Agreements is in full force and effect
and no Duly Authorized Officer is aware of any condition that would constitute a default under Section 7.1(l) of this Agreement.


 


Section 5.25.         Other
Agreements and Documents. All Material Agreements existing on the Closing Date are listed on Schedule 5.25, and, except
as set forth on such Schedule, all such Material Agreements are in full force and effect and no defaults currently exist under
such agreements which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. There does
not exist any violation of any Organization Documents which could reasonably be expected to have a Material Adverse Effect.


 


Section 5.26.         Accuracy
of Borrowing Base. At the time any Borrowing Base Certificate is delivered pursuant to this Agreement, to the knowledge of
the Loan Parties, each Account included in the calculation of Borrowing Base satisfies all of the criteria stated herein to be
an Eligible Account or, in the event knowledge is acquired by any Loan Party after the delivery of such Borrowing Base Certificate,
which would cause such representation to be inaccurate, the Loan Parties have promptly delivered to the Administrative Agent a
corrected Borrowing Base Certificate.


 


Section 5.27.         Mezzanine
Debt. The Borrower has delivered to the Administrative Agent true, correct and complete copies of all Mezzanine Debt Documents
(including all schedules, exhibits, amendments, supplements, modifications and assignments delivered pursuant thereto or in connection
therewith). All Secured Obligations constitute Indebtedness entitled to the benefits of the subordination provisions contained
in the Mezzanine Debt Documents and the Mezzanine Subordination Agreement.


 


Section 6.          Covenants.


 


Each Loan Party covenants
and agrees that, so long as any Credit is available to or in use by the Borrower hereunder and until the Facility Termination Date:


 


Section 6.1.          Information
Covenants. The Loan Parties will furnish to the Administrative Agent, with sufficient copies for each Lender:


 




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(a)          Quarterly
Reports. Within forty-five (45) days after the end of each fiscal quarter of the Borrower, commencing with the fiscal quarter
of the Borrower ending June 30, 2016, (i) the Borrower and its Subsidiaries consolidated and consolidating balance sheet as
at the end of such fiscal quarter and the related consolidated and consolidating statements of income and retained earnings and
of cash flows for such fiscal quarter and for the elapsed portion of the fiscal year-to-date period then ended, each in reasonable
detail, prepared by the Borrower in accordance with GAAP, setting forth comparative figures for the corresponding fiscal quarter
in the prior fiscal year and comparable budgeted figures for such fiscal quarter, all of which shall be certified by the Chief
Financial Officer or other Duly Authorized Officer of the Borrower acceptable to the Administrative Agent that the consolidated
and consolidating schedules fairly present in all material respects in accordance with GAAP the financial condition of the Borrower
and its Subsidiaries as of the dates indicated and the results of their operations and changes in their cash flows for the periods
indicated, subject to normal year-end audit adjustments and the absence of footnotes, (ii) a work in process report of the Borrower
and its Subsidiaries as at the end of such fiscal quarter in form and substance reasonably acceptable to the Administrative Agent,
and (iii) a management discussion and analysis (with reasonable detail and specificity) of the results of operations for the fiscal
periods reported.


 


(b)          Annual
Statements. Within one hundred twenty (120) days after the close of each fiscal year of the Borrower, (i) a copy of Limbach,
Inc.’s consolidated and consolidating balance sheet as of the last day of the fiscal year then ended and Limbach, Inc.’s
consolidated and consolidating 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 and (ii) the unaudited consolidating balance sheet as of the last day of the fiscal year then ended
of the Borrower and its Subsidiaries and the unaudited consolidated and consolidating statements of income, retained earnings,
and cash flows for the fiscal year then ended of the Borrower and its Subsidiaries which shall be certified by the Chief Financial
Officer or other Duly Authorized Officer of the Borrower acceptable to the Administrative Agent that such financial statements
fairly present in all material respects in accordance with GAAP the financial condition of the Borrower and its Subsidiaries as
of the dates indicated and the results of their operations and changes in their cash flows for the periods indicated.


 




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(c)          Officer’s
Certificates. Within forty-five (45) days after the end of each fiscal quarter of the Borrower and at the time of the
delivery of the financial statements provided for in Section 6.1(b), commencing with the fiscal quarter of the Borrower ending
June 30, 2016, (i) a certificate of the Chief Financial Officer or other Duly Authorized Officer of the Borrower 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 Borrower is 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), and (C) showing detailed covenant calculations evidencing the Borrower’s compliance with the covenants set forth
in 6.20, 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 clause 6.1(d).


 


(d)          Budgets.
As soon as available, but in any event at least thirty (30) days after the first day of each fiscal year of the Borrower, a budget
in form satisfactory to the Administrative Agent (including a breakdown of the projected results of each of the construction and
service lines of business of the Parent and its Subsidiaries consistent with historical past practices, budgeted consolidated and
consolidating statements of income, and sources and uses of cash and balance sheets for the Parent and its Subsidiaries) of the
Borrower and its Subsidiaries in reasonable detail satisfactory to the Administrative Agent for each fiscal month and the four
fiscal quarters of the immediately succeeding fiscal year and, with appropriate discussion, the principal assumptions upon which
such budget is based.


 


(e)          Notice
of Default or Litigation, Labor Materials and Contracts. Promptly, and in any event within five (5) Business Days after any
officer of any Loan Party obtains knowledge thereof, notice of (i) the occurrence of any event which constitutes a Default
or an Event of Default or any other event which could reasonably be expected to have a Material Adverse Effect, which notice shall
specify the nature thereof, the period of existence thereof and what action the Loan Parties propose to take with respect thereto;
provided that this reporting obligation shall not apply to ordinary course short term performance defaults incurred under
construction contracts entered into in the ordinary course of business, (ii) the commencement of, or threat of, or any significant
development in, any litigation, labor controversy, arbitration or governmental proceeding pending against any Loan Party or any
of its Subsidiaries which, if adversely determined, could reasonably be expected to have a Material Adverse Effect, (iii) any labor
dispute to which any Loan Party or any of its Subsidiaries may become a party and which may have a Material Adverse Effect, (iv)
any strikes, walkouts, or lockouts relating to any of the Loan Parties’ or any of their Subsidiaries’ plants or other
facilities, and (v) the occurrence of any event which constitutes a default or an event of default under any Material Agreement;
provided that this reporting obligation shall not apply to ordinary course short term performance defaults incurred under construction
contracts entered into in the ordinary course of business. In addition, the Loan Parties agree to provide the Administrative Agent,
promptly upon receipt by any Loan Party, with copies of all pleadings filed relating to any litigation matter disclosed pursuant
to this Section 6.1(e).


 




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(f)          Management
Letters. Promptly after any Loan Party’s receipt thereof, a copy of each report or any “management letter”
submitted to any Loan Party or any of its Subsidiaries by its certified public accountants and the management’s responses
thereto.


 


(g)          Other
Reports and Filings. Promptly, copies of all financial information, proxy materials and other material information, certificates,
reports, statements and completed forms, if any, which Limbach, Inc. or any of its Subsidiaries (x) has furnished to the shareholders
of Limbach, Inc. or the U.S. Securities and Exchange Commission or (y) has delivered to the Mezzanine Agent or the holders
of, or to any other agent or trustee with respect to, Indebtedness of the Parent or any of its Subsidiaries in their capacity as
such a holder, agent or trustee to the extent that the aggregate principal amount of such Indebtedness exceeds (or upon the utilization
of any unused commitments may exceed) $500,000.


 


(h)          Environmental
Matters. Promptly upon, and in any event within five (5) Business Days after any officer of any Loan Party obtains knowledge
thereof, notice of one or more of the following environmental matters which individually, or in the aggregate, could reasonably
be expected to have a Material Adverse Effect: (i) any violation of Environmental Law by, or notice of an Environmental Claim
against, any Loan Party or any of its Subsidiaries or any real property owned or operated by any Loan Party or any of its Subsidiaries;
(ii) any Release or threatened Release of Hazardous Substances that occurs on or arises from any real property owned or operated
by any Loan Party or any of its Subsidiaries or for which any Loan Party or any Subsidiary of any Loan Party is liable, in each
case that (x) is not in compliance with applicable Environmental Laws or (y) could reasonably be expected to form the
basis of an Environmental Claim against any Loan Party or any of its Subsidiaries or any such real property; (iii) any condition
or occurrence on any real property owned or operated by any Loan Party or any of its Subsidiaries that could reasonably be expected
to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability by any Loan Party
or any of its Subsidiaries of such real property under any Environmental Law; and (iv) any investigative, removal or remedial
actions to be taken in response to the actual or alleged presence of any Hazardous Material on any real property owned or operated
by any Loan Party or any of its Subsidiaries, or by any Loan Party or any of its Subsidiaries at any off-site location, to the
extent required by any Environmental Law or Governmental Authority. All such notices shall describe in reasonable detail the nature
of the claim, investigation, condition, occurrence or removal or remedial action and such Loan Party’s or such Subsidiary’s
response thereto. In addition, the Loan Parties agree to provide the Lenders with copies of all material written communications
by the Loan Parties or any of their Subsidiaries with any Person or Governmental Authority relating to any of the matters set forth
in clauses (i)-(iv) above, and such detailed reports relating to any of the matters set forth in clauses (i)-(iv) above
as may reasonably be requested by the Administrative Agent or the Required Lenders.


 




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(i)          Borrowing
Base Certificate. Within thirty (30) days after the last day of each calendar month during which, at any time, there were any
outstanding Revolving Loans, Swing Loans, or Letters of Credit, (i) a Borrowing Base Certificate showing the computation of
the Borrowing Base in reasonable detail as of the close of business on the last day of the immediately preceding month, together
with such other information as therein required, prepared by the Borrower and certified to by its Chief Financial Officer or other
Duly Authorized Officer of the Borrower reasonably acceptable to the Administrative Agent, and (ii) Collateral Report executed
on behalf of the Borrower by a Duly Authorized Officer of the Borrower, as of the close of business on the last day of the immediately
preceding month, which report shall be in form and substance reasonably acceptable to the Administrative Agent and shall include
an accounts receivable aging report.


 


(j)          Multiemployer
Plans. Promptly after receipt by any Loan Party or any member of the Controlled Group, (x) a copy of any “Statement of
Business Affairs” issued by any Multiemployer Plan to any Loan Party or any member of the Controlled Group and (y) a copy
of any “estimate of withdrawal liability” received by any Loan Party or any member of its Controlled Group from any
Multiemployer Plan it has contributed to, which estimate shall be requested by the Loan Parties at any time withdrawal from any
Multiemployer Plan is contemplated by any Loan Party or any member of the Controlled Group.


 


(k)          Monthly
Board Reports. A copy of each “Monthly Board Report” prepared for the board of directors of Parent and relating
to key performance indicators, which report shall be prepared and distributed no less than monthly, promptly upon distribution
of such report to the board of directors of Parent.


 


(l)          Other
Information. From time to time, such other information or documents (financial or otherwise) as the Administrative Agent or
any Lender may reasonably request.


 


Section 6.2.          Inspections;
Field Examinations. Each Loan Party will, and will cause each of its Subsidiaries to, permit officers, representatives and
agents of the Administrative Agent or any Lender, to visit and inspect any Property of such Loan Party or such Subsidiary, and
to examine the financial records and corporate books of such Loan Party or such Subsidiary, and discuss the affairs, finances,
and accounts of such Loan Party or such Subsidiary with its and their Duly Authorized Officer and independent accountants, all
at such reasonable times as the Administrative Agent or any Lender may request, and with respect to the independent accountants,
after prior notice to the Borrower; provided that the the Borrower shall be permitted to attend any visit with the independent
accountants of the Loan Parties; provided, further, so long as no Default or Event of Default exists, prior written
notice of any such visit, inspection, or examination shall be provided to the Borrower and such visit, inspection, or examination
shall be performed at reasonable times to be agreed to by the Borrower, which agreement will not be unreasonably withheld. The
Borrower shall pay to the Administrative Agent for its own use and benefit reasonable charges for examinations of the Collateral
performed by the Administrative Agent or its agents or representatives in such customary per diem amounts and related out-of-pocket
costs and expenses as the Administrative Agent may from time to time request (the Administrative Agent acknowledging and agreeing
that such charges shall be computed in the same manner as it at the time customarily uses for the assessment of charges for similar
collateral examinations); provided, however, that in the absence of any Default and Event of Default, the Borrower shall
not be required to pay the Administrative Agent for more than one such examination per calendar year; provided, further, that
if an Event of Default has occurred and is continuing, the Administrative Agent shall be permitted to conduct inspections, audits
and examinations as it reasonably deems advisable at the reasonable cost and expense of the Borrower. 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.


 




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Section 6.3.          Maintenance
of Property and Insurance; Environmental Matters. (a) Each Loan Party will, and will cause each of its Subsidiaries to,
(i) keep its Property, plant, and equipment in good repair, working order and condition, normal wear and tear, casualty, and
condemnation excepted, and shall from time to time make all necessary and proper repairs, renewals, replacements, extensions, additions,
betterments and improvements thereto so that at all times such Property, plant, and equipment are reasonably preserved and maintained
and (ii) maintain in full force and effect with financially sound and reputable insurance companies insurance which provides
substantially the same (or greater) coverage and against at least such risks as is in accordance with industry practice, and shall
furnish to the Administrative Agent upon request full information as to the insurance so carried. In any event, each Loan Party
shall, and shall cause each of its Subsidiaries to, maintain insurance on the Collateral to the extent required by the Collateral
Documents.


 


(b)          Without
limiting the generality of Section 6.3(a), each Loan Party and its Subsidiaries shall: (i) materially comply with, and
maintain all real property owned or operated by any Loan Party or any of its Subsidiaries in material compliance with, applicable
Environmental Laws; (ii) obtain and maintain in full force and effect all permits, licenses and approvals required for its
operations and the occupancy of its properties by Environmental Laws; (iii) cure as soon as reasonably practicable any violation
of applicable Environmental Laws which individually or in the aggregate may reasonably be expected to have a Material Adverse
Effect; (iv) not, and shall not permit any other Person to, own or operate on any of its properties any underground storage
tank, landfill, dump or hazardous waste treatment, storage or disposal facility as defined pursuant to Environmental Laws; and
(v) shall not use, generate, treat, store, Release or dispose of Hazardous Materials at or on any real property owned or operated
by any Loan Party or any of its Subsidiaries except in the ordinary course of its business and in compliance with all Environmental
Laws. Each Loan Party and its Subsidiaries shall conduct any investigation, study, sampling and testing, abatement, cleanup, removal,
remediation or other response or preventative action necessary to remove, remediate, prevent, cleanup or abate any Release or threatened
Release of Hazardous Materials or any migration or continuation thereof required by Environmental Laws.


 




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Section 6.4.          Compliance
with Laws and Material Agreements. Each Loan Party shall, and shall cause each of its Subsidiaries to, comply in all respects
with the requirements of all laws, rules, regulations, ordinances and orders of any Governmental Authority applicable to such Loan
Party or any of its Subsidiaries’ Property or business operations, where any such non-compliance, individually or in the
aggregate, could reasonably be expected to have a Material Adverse Effect or result in a Lien upon any of its Property (other than
Permitted Liens). Each Loan Party shall, and shall cause each of its Subsidiaries to, timely satisfy all assessments, fines, costs
and penalties imposed by any Governmental Authority against such Person or any Property of such Person, where any such failure
to pay, individually or in the aggregate, would result in a Material Adverse Effect. Each Loan Party shall, and shall cause each
of its Subsidiaries to, comply with any and all agreements or instruments evidencing Indebtedness and any other Material Agreement
to which it is a party or by which it is bound, where such default would result in a Material Adverse Effect.


 


Section 6.5.          ERISA.
Each Loan Party shall, and shall cause each member of its Controlled Group to, promptly pay and discharge all obligations and liabilities
arising under ERISA of a character which if unpaid or unperformed could reasonably be expected to have a Material Adverse Effect
or result in a Lien upon any of the Loan Party’s or any of its Subsidiary’s Property. Each Loan Party shall, and shall
cause each of its Subsidiaries to, promptly notify the Administrative Agent and each Lender of the occurrence of any other ERISA
Event that could reasonably be expected to result in liability in excess of $750,000; provided, however, that each Loan
Party shall, and shall cause each of its Subsidiaries to, promptly notify the Administrative Agent and each Lender of the occurrence
of an event that may reasonably be expected to result in a complete or partial withdrawal by the Loan Party or any member of its
Controlled Group from a Multiemployer Plan, regardless of whether the resulting liability is reasonably expected to be in excess
of $750,000.


 


Section 6.6.          Payment
of Taxes. Each Loan Party shall, and shall cause each of its Subsidiaries to, pay and discharge, all Taxes imposed upon it
or any of its Property, before becoming delinquent and before any penalties accrue thereon, unless and to the extent that the same
are being contested in good faith and by appropriate proceedings and as to which appropriate reserves have been provided for in
accordance with GAAP.


 


Section 6.7.          Preservation
of Existence. Each Loan Party shall, and shall cause each of its Subsidiaries to, do or cause to be done, all things necessary
to preserve and keep in full force and effect its existence and, except where the failure to do so would not reasonably be expected
to have a Material Adverse Effect, its franchises, bonds, authority to do business, licenses, patents, trademarks, copyrights,
contracts and other rights that are necessary for the Loan Parties and their Subsidiaries to conduct their respective businesses
as presently conducted, except for such patents, trademarks, copyrights, and other proprietary rights which, in the Loan Parties’
reasonable good faith determination, are no longer used, useful, or valuable to their respective businesses; provided, however,
that nothing in this Section 6.7 shall prevent, to the extent permitted by Section 6.13, sales of assets by the Loan
Parties or any of their Subsidiaries, the dissolution or liquidation of any Subsidiary of any Loan Party, or the merger or consolidation
between or among the Subsidiaries of any Loan Party.


 




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Section 6.8.          Contracts
with Affiliates.  No Loan Party shall, nor shall it permit any of its Subsidiaries to, enter into any contract, agreement
or business arrangement with any of its Affiliates (other than Wholly-owned Subsidiaries that are Loan Parties) on terms and conditions
which are less favorable to such Loan Party or such Subsidiary than would be usual and customary in similar contracts, agreements
or business arrangements between Persons not affiliated with each other.


 


Section 6.9.          Restrictions
or Changes and Amendments. No Loan Party shall, nor shall it permit any of its Subsidiaries to, change its fiscal year or fiscal
quarters from its present basis or amend or change, or allow to be amended or changed: (a) its Organization Documents in any way
that could reasonably be expected to have a Material Adverse Effect; provided that prior to any amendment or modification
of such Loan Party’s Organization Documents, the Borrower shall cause such Loan Party to furnish a true, correct and complete
copy of such proposed amendment or modification to the Administrative Agent, or (b) any Material Agreement in a manner that could
reasonably be expected to have a Material Adverse Effect.


 


Section 6.10.         Change
in the Nature of Business. No Loan Party shall, nor shall it permit any of its Subsidiaries to, engage in any business
or activity if as a result the general nature of the business of such Loan Party or any of its Subsidiaries would be changed in
any material respect from the general nature of the business engaged in by it as of the Closing Date or a Related Line of Business.


 


Section 6.11.         Indebtedness.
No Loan Party shall, nor shall it permit any of its Subsidiaries to, contract, create, incur, assume or suffer to exist any Indebtedness,
including liabilities under any Hedging Agreement, except:


 


(a)          the
Secured Obligations of the Loan Parties and their Subsidiaries owing to the Administrative Agent and the Lenders (and their Affiliates);


 


(b)          Indebtedness
owed pursuant to Hedge Agreements entered into in the ordinary course of business and not for speculative purposes with Persons
other than Lenders (or their Affiliates);


 


(c)          intercompany
Indebtedness among the Loan Parties to the extent permitted by Section 6.14;


 


(d)          (i)
Indebtedness consisting of Capitalized Lease Obligations of the Loan Parties, and (ii) Indebtedness secured by a Lien that is (A)
placed upon fixed or capital assets, acquired, constructed or improved by the Loan Parties so long as each such Lien shall only
attach to the property to be acquired, and the Indebtedness incurred shall not exceed one hundred percent (100%) of the purchase
price of the item or items purchased; provided that the aggregate outstanding principal amount (using Capitalized Lease
Obligations in lieu of principal amount, in the case of any Capital Lease) of Indebtedness permitted by this subpart (d) shall
not exceed $5,000,000 in the aggregate at any one time outstanding;


 


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


 




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(f)          Mezzanine
Debt in an aggregate principal amount not to exceed the amount permitted by the Mezzanine Debt Subordination Agreement;


 


(g)          endorsement
of items for deposit or collection of commercial paper received in the ordinary course of business;


 


(h)          Indebtedness
incurred under the Bonding Agreements;


 


(i)          Indebtedness
under tax-favored or government-sponsored financing transactions; provided that (x) the terms of such transactions and the
Loan Parties thereto have been approved by the Administrative Agent in its reasonable discretion and (ii) the aggregate principal
amount of such Indebtedness shall not exceed $1,000,000 at any one time;


 


(j)          unsecured
Indebtedness of the Loan Parties and their Subsidiaries not otherwise permitted by this Section in an amount not to exceed $750,000
in the aggregate at any one time outstanding; and


 


(k)          Indebtedness
in respect of netting services, overdraft protections and other like services, in each case incurred in the ordinary course of
business.


 


Section 6.12.         Liens.
No Loan Party shall, nor shall it permit any of its Subsidiaries to, create, incur or suffer to exist any Lien on any of its Property;
provided that the foregoing shall not prevent the following (the Liens described below, the “Permitted Liens”):


 


(a)          inchoate
Liens for the payment of Taxes which are not yet delinquent or the payment of which is not required by Section 6.6;


 


(b)          Liens
arising by statute in connection with worker’s compensation, unemployment insurance, old age benefits, social security obligations,
Taxes, assessments, statutory obligations or other similar charges (other than Liens arising under ERISA), good faith cash deposits
in connection with bids, tenders, contracts, or leases to which any Loan Party or any Subsidiary of any Loan Party is a party or
other cash deposits required to be made in the ordinary course of business, provided in each case that the obligation is not for
borrowed money and that the obligation secured is not overdue or, if overdue, is being contested in good faith by appropriate proceedings
which prevent enforcement of the matter under contest and for which adequate reserves have been established in accordance with
GAAP;


 


(c)          Liens
in respect of property or assets imposed by law that were incurred in the ordinary course of business, such as carriers’,
suppliers’, warehousemen’s, materialmen’s and mechanics’ Liens and other similar Liens arising in the ordinary
course of business, that do not in the aggregate materially detract from the value of such property or assets or materially impair
the use thereof in the operation of the business of the Borrower or any of its Subsidiaries and do not secure any Indebtedness;


 




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(d)          Liens
created by or pursuant to this Agreement and the Collateral Documents;


 


(e)          Liens
on Property of any Loan Party or any Subsidiary of any Loan Party created solely for the purpose of securing Indebtedness permitted
by Section 6.11(d), representing or incurred to finance the purchase price of Property; provided that, no such Lien
shall extend to or cover other Property of such Loan Party or such Subsidiary other than the respective Property so acquired, and
the principal amount of indebtedness secured by any such Lien shall at no time exceed the purchase price of such Property, as reduced
by repayments of principal thereon;


 


(f)          easements,
permits, rights-of-way, encroachments, restrictions, zoning or building codes or ordinances, other land use laws regulating the
use or occupancy of real property or the activities conducted thereon which are imposed by any Governmental Authority and other
similar encumbrances against real property incurred in the ordinary course of business which, in the aggregate, are not substantial
in amount and which do not and are not likely, either individually or in the aggregate, to involve a substantial and prolonged
disruption of the business activities of any Loan Party or a Material Adverse Effect;


 


(g)          Liens
granted to the Bonding Company to secure the performance of surety bonds in accordance with the terms of the Bonding Agreements;
provided that (i) such Liens are not perfected by the filing of a UCC Financing Statement, (ii) the Administrative Agent
continues to have, subject to common law subrogation rights created by or pursuant to the Bonding Agreements, subject to the Surety
Intercreditor Agreement a perfected, first priority Lien on any and all collateral referenced in such Bonding Agreements, and (iii)
such Liens do not include cash deposits or the issuance of letters of credit for the benefit of the Bonding Company, in each case,
in excess of $1,000,000 in the aggregate; provided that the Existing Letters of Credit shall be permitted hereunder notwithstanding
the foregoing $1,000,000 aggregate in clause (iii).


 


(h)          Liens
arising from the rights of lessors under leases that are not Capital Leases (including financing statements regarding Property
subject to a lease) not in violation of the requirements of this Agreement; provided that such Liens are only in respect
of the Property subject to, and secure only, the respective lease (and any other lease with the same or an affiliated lessor);


 


(i)          Liens
arising in connection with financing transactions permitted by Section 6.11(i); provided that such Liens do not at any time
encumber any Property except that financed in such transactions;


 


(j)          Liens
consisting of judgment or judicial attachment liens (other than for the payment of Taxes) in respect of judgments, the existence
of which do not constitute an Event of Default; and


 


(k)          Liens
in favor of collecting banks arising under Section 4-210 of the UCC.


 




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Section 6.13.         Consolidation,
Merger, and Sale of Assets. No Loan Party shall, nor shall it permit any of its Subsidiaries to, wind up, liquidate or dissolve
its affairs or merge or consolidate, or convey, sell, lease, or otherwise dispose of all or any part of its Property, including
any disposition as part of any sale-leaseback transactions except that this Section shall not prevent:


 


(a)          the
sale and lease of inventory in the ordinary course of business;


 


(b)          the
sale, transfer or other disposition of any tangible personal property that, in the reasonable judgment of the Loan Parties or their
Subsidiaries, has become obsolete, or worn out, or is no longer used or useful in the business of the Loan Parties and their Subsidiaries;


 


(c)          the
sale, transfer, lease, or other disposition of Property of any Loan Party to another Loan Party;


 


(d)          the
merger (or dissolution) of any Loan Party with and into the Borrower or any other Loan Party, provided that, in the case
of any merger (or dissolution) involving the Borrower, the Borrower is the legal entity surviving the merger (or dissolution);


 


(e)          the
disposition or sale of Cash Equivalents on consideration for cash;


 


(f)          the
sale of vehicles in the ordinary course of business that are owned by the Loan Parties;


 


(g)          the
disposition or sale of the Florida Property, provided that the proceeds are used and applied as required by Section 2.8(b);


 


(h)          the
sale, transfer, lease, or other disposition of Property of any Loan Party or any Subsidiary of any Loan party (including any disposition
of Property as part of a sale and leaseback transaction) having an aggregate fair market value of not more than $250,000 during
any fiscal year of the Borrower; and


 


(i)          dispositions
resulting from an Event of Loss, provided that the proceeds are used and applied as required by Section 2.8(b).


 


Section 6.14.         Advances,
Investments, and Loans. No Loan Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, make an
Investment except that this Section shall not prevent:


 


(a)          receivables
created in the ordinary course of business and payable or dischargeable in accordance with customary trade terms;


 


(b)          Investments
in cash and Cash Equivalents; provided that the aggregate amount of all investments in cash and Cash Equivalents not held
in an account with the Administrative Agent or an account with another Lender subject to a control agreement in favor of the Administrative
Agent, in form and substance reasonably acceptable to the Administrative Agent, shall not exceed $100,000;


 




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(c)          Investments
(including debt obligations) (x) received in connection with the bankruptcy or reorganization of suppliers and customers and (y)
in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of
business;


 


(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 (other than the Parent);


 


(e)          intercompany
advances made from time to time among the Loan Parties in the ordinary course of business;


 


(f)          Permitted
Acquisitions;


 


(g)          loans
and advances to employees (i) for business-related travel expenses, moving expenses, costs of replacement homes, business machines
or supplies, automobiles and other similar expenses, in each case incurred in the ordinary course of business and (ii) to finance
the purchase of Ownership Interests of Limbach, Inc. pursuant to that certain Omnibus Incentive Plan of Limbach, Inc., provided
that the aggregate outstanding amount of all such loans and advances under this clause (g) shall not exceed $500,000 in the aggregate
at any one time;


 


(h)          workers
compensation deposits, payment of any premiums on insurance policies, if any, and other deposits made in the ordinary course of
any Loan Party’s business;


 


(i)          Investments
in joint ventures of up to $1,000,000 in the aggregate at any one time, so long as (A) unless the grant thereof is precluded by
the applicable contractual provisions governing such joint venture, the Administrative Agent possesses a valid, perfected Lien
on the applicable Loan Party’s interests in such joint venture, (B) any Indebtedness for borrowed money at any time Guaranteed
by any Loan Party on or after the date of such Investment is permitted Indebtedness under Section 6.11 of this Agreement and no
such Indebtedness is secured by Liens on any of the Property of any Loan Party, (C) the Borrower provides the Administrative Agent
with reasonable notice of all Investments to be made in joint ventures and provides any documents relating thereto reasonably requested
by the Administrative Agent, and (D) both before and after such Investments, no Default or Event of Default exists hereunder; and


 


(j)          Other
Investments in addition to those otherwise permitted by this Section in an amount not to exceed $250,000 in the aggregate at any
one time outstanding.


 




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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 (other than
the Parent) that is the parent entity of such Subsidiary;


 


(b)          the
making of Tax Distributions to the Parent and the Parent may, in turn, make Tax Distributions to Limbach, Inc.;


 


(c)          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 the Borrower or $500,000 in the aggregate; and


 


(d)          distributions
to the Parent and the Parent may, in turn, make distributions to Limbach, Inc., to pay (i) general administrative costs and expenses
in an aggregate amount not to exceed $1,000,000 in any fiscal year of the Parent, (ii) customary indemnifications of officers and
directors, and (iii) customary directors’ fees.


 


Section 6.16.         Limitation
on Restrictions. No Loan Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, create or otherwise
cause or suffer to exist or become effective any restriction on the ability of any such Loan Party or Subsidiary to (a) pay
dividends or make any other distributions on any Ownership Interests owned by a Loan Party or any Subsidiary, (b) pay or repay
any Indebtedness owed to any Loan Party or any Subsidiary, (c) make loans or advances to any Loan Party or any Subsidiary,
(d) transfer any of its Property to any Loan Party or any Subsidiary, (e) encumber or pledge any of its assets to or
for the benefit of the Administrative Agent, or (f) guaranty the Secured Obligations; provided that, the foregoing
shall not prevent restrictions contained in any Loan Document.


 


Section 6.17.         Limitation
on Issuances of New Ownership Interests by Subsidiaries. No Loan Party will permit any of its Subsidiaries to issue any new
Ownership Interests (including by way of sales of treasury stock); provided that, notwithstanding the foregoing, (a) Subsidiaries
shall be permitted to issue new Ownership Interests in connection with their creation, so long as such creation is in compliance
with Section 6.18, (b) so long as no Change of Control is caused thereby, the Loan Parties and their Subsidiaries shall be
permitted to issue Ownership Interests to effect a Permitted Acquisition and (c) the Loan Parties and their Subsidiaries shall
be permitted to issue new Ownership Interests in connection with the exercise of stock options.


 


Section 6.18.         Limitation
on the Creation of Subsidiaries. Notwithstanding anything to the contrary contained in this Agreement, no Loan Party will,
nor will it permit any of its Subsidiaries to, establish, create or acquire after the Closing Date any Subsidiary; provided
that the Loan Parties shall be permitted to establish or create Wholly-owned Subsidiaries so long as at least thirty (30) days
(or such shorter period agreed to by the Administrative Agent) prior written notice thereof is given to the Administrative Agent,
and the Loan Parties timely comply with the requirements of Section 4 (at which time Schedule 5.10 shall be deemed to include
a reference to such Subsidiary).


 




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Section 6.19.         Operating
Accounts. Each of the operating accounts, including all depository and remittance accounts, of the Loan Parties shall be at
all times maintained with the Administrative Agent or such other depository institution that is reasonably acceptable to the Administrative
Agent, except for Excluded Deposit Accounts consisting of payroll and petty cash accounts to serve Loan Party locations that can
not be reasonably served by the existing offices and branches of the Administrative Agent.


 


Section 6.20.         Financial
Covenants. (a) Total Leverage Ratio. The Borrower and its Subsidiaries shall not, as of the last day of each fiscal
quarter of the Borrower ending during the periods specified below, permit the Total Leverage Ratio to be greater than: 


 


	From and Including	To and Including	Total Leverage Ratio

Shall Not Be Greater 

Than:
	 	 	 
	the Closing Date	June 29, 2017	3.65:1.00
	 	 	 
	June 30, 2017	June 29, 2018	3.50:1.00
	 	 	 
	June 30, 2018	June 29, 2019	3.25:1.00
	 	 	 
	June 30, 2019	at all times thereafter	3.00:1.00


 


(b)           Senior Leverage Ratio.
The Borrower and its Subsidiaries shall not, as of the last day of each fiscal quarter of the Borrower ending during the periods
specified below, permit the Senior Leverage Ratio to be greater than: 


 


	From and Including	To and Including	Senior Leverage Ratio

Shall Not Be Greater



Than:
	 	 	 
	the Closing Date	December 30, 2016	2.85:1.00
	 	 	 
	December 31, 2016	June 29, 2017	2.75:1.00
	 	 	 
	June 30, 2017	June 29, 2018	2.50:1.00
	 	 	 
	June 30, 2018	June 29, 2019	2.25:1.00
	 	 	 
	June 30, 2019	at all times thereafter	2.00:1.00


 




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(c)          Fixed
Charge Coverage Ratio. As of the last day of each fiscal quarter of the Borrower, the Borrower and its Subsidiaries shall maintain
a Fixed Charge Coverage Ratio of not less than 1.25:1.00.


 


(d)          Minimum
Tangible Net Worth. The Loan Parties shall not permit the Tangible Net Worth to be less than $8,000,000 (the “Minimum
Tangible Net Worth”) at any time from and including the Closing Date to the end of the fiscal quarter ending December
31, 2016; provided that, as of January 1, 2017, and on January 1 of each fiscal year of the Parent thereafter, the Minimum
Tangible Net Worth shall increase by twenty-five percent (25%) of Net Income for the Parent’s immediately prior fiscal year,
to the extent such Net Income is a positive amount (i.e. Minimum Tangible Net Worth shall not decrease on January 1 of any
fiscal year when the Net Income of the Parent’s immediately prior fiscal year is less than zero ($0.00)).


 


(e)          Equity
Cure.


 


(i)          Cash
Equity Contribution Requirements. In the event the Borrower 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 the Borrower, 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:


 


(A)         notice
of the Borrower’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 the Borrower 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
Term Loans, and shall be applied to the remaining principal installments thereof in inverse order of maturity, and


 




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(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 the Borrower 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.


 


(ii)         Other
Equity Cure Terms. Notwithstanding the foregoing, no single Specified Equity Contribution shall exceed $1,000,000 and
the Specified Equity Contributions shall not exceed $2,500,000 in the aggregate during the term of this Agreement. In the
event that (A) no Event of Default exists other than that arising due to the failure of the Loan Parties to comply with the
financial covenants set forth in Section 6.20(a), (b). (c) or (d), and (B) such Specified Equity Contribution if fully
consummated would be sufficient in accordance with the terms hereof to cause the Borrower and its Subsidiaries to be in compliance
with Section 6.20(a), (b), (c) and/or (d), as applicable, as of the relevant date of determination, then from and following
the date of the occurrence of the applicable Event of Default and until the date that is the earlier of (x) fifteen (15) days
subsequent to the date the applicable financial statements are required to be delivered and (y) the date, if any, on which
the Borrower notifies the Administrative Agent in writing that such Specified Equity Contribution shall not be exercised, then
neither Administrative Agent nor any Lender shall exercise any remedies set forth in Section 2.4(c) or Section 7 during
such period solely as a result of the existence of such Event of Default; provided, that so long as any Default or Event
of Default shall be in existence due to failure of the Borrower and its Subsidiaries to comply with the financial covenants set
forth in Section 6.20(a), (b), (c) or (d), none of the Administrative Agent, L/C Issuer , or any Lender shall be required
to advance any Loans and/or issue any Letters of Credit, and all rights and remedies available to such parties other than those
set forth in Section 7 shall be available to such parties; provided further, that in the event notice of such Specified
Equity Contribution is given but such Specified Equity Contribution is not exercised, the Administrative Agent (acting at the request
or with the consent of the Required Lenders) may elect pursuant to Section 2.4(c) to have the outstanding Obligations accrue
interest at the default rates effective retroactively from the date of the occurrence of the applicable Event of Default.         


 


Section 6.21.         Compliance
with Sanctions Programs.  (a) Each Loan Party shall at all times comply with the requirements of all Sanctions Programs
applicable to such Loan Party and shall cause each of its Subsidiaries to comply with the requirements of all Sanctions Programs
applicable to such Subsidiary.


 


(b)          Each
Loan Party shall provide the Administrative Agent, the L/C Issuer, and the Lenders any information regarding such Loan Party, its
Affiliates, and its Subsidiaries necessary for the Administrative Agent, the L/C Issuer, and the Lenders to comply with all applicable
Sanctions Programs; subject however, in the case of Affiliates, to such Loan Party’s ability to provide information applicable
to them.


 




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(c)          If
any Loan Party obtains actual knowledge or receives any written notice that such Loan Party, any of its officers or directors,
any Affiliate, or any Subsidiary is named on any then current Sanctions List (such occurrence, a “Sanctions Event”),
such Loan Party shall promptly (i) give written notice to the Administrative Agent, the L/C Issuer, and the Lenders of such Sanctions
Event, and (ii) comply with all applicable laws with respect to such Sanctions Event (regardless of whether the party included
on the Sanctions List is located within the jurisdiction of the United States of America), including the Sanctions Programs, and
each Loan Party hereby authorizes and consents to the Administrative Agent, the L/C Issuer, and the Lenders taking any and all
steps the Administrative Agent, the L/C Issuer, or the Lenders deem necessary, in their sole but reasonable discretion, to avoid
violation of all applicable laws with respect to any such Sanctions Event, including the requirements of the Sanctions Programs
(including the freezing and/or blocking of assets and reporting such action to OFAC and/or the U.S. Department of Treasury’s
Office of Foreign Assets Control).


 


(d)          No
Loan Party will use any proceeds of the Loans (and the Borrower shall not request any Letter of Credit, the proceeds of which,
to the knowledge of the Loan Parties, will be used to) finance or otherwise fund, directly or indirectly, (i) any activity or business
with or related to any Sanctioned Person or any Sanctioned Country or (ii) in any other manner that will result in a violation
of any Sanctions Program by any Person (including any Person participating in the Loans or Letters of Credit, whether as lender,
underwriter, advisor, investor, or otherwise).


 


Section 6.22.         Subordinated
Debt. No Loan Party shall, nor shall it permit any of its Subsidiaries to, (a) amend or modify any of the terms or conditions
relating to Subordinated Debt; provided, that that the Loan Parties may amend or modify the terms or conditions relating
to Mezzanine Subordinated Debt so long as such amendment or modification is not in violation of Section 5.8 of the Mezzanine Subordination
Agreement, (b) make any voluntary prepayment of Subordinated Debt or effect any voluntary redemption thereof; provided,
that the Loan Parties shall be permitted after June 1 of each fiscal year, beginning June 1, 2018, to make a single voluntary prepayment
of Mezzanine Subordinated Debt so long as (i) prior to such voluntary prepayment, the Loan Parties have made the mandatory Excess
Cash Flow payment set forth in Section 2.8(b)(v) hereof, if any, (ii) immediately prior to, and after giving pro forma effect
to, the voluntary prepayment, (A) the Senior Leverage Ratio shall be no greater than 0.25 less than the most recently applicable
Senior Leverage Ratio required under Section 6.20(b), (B) the Loan Parties are in compliance with the most recently applicable
covenants set forth in Sections 6.20(a), (c) and (d), (C) no Default or Event of Default shall exist, and (D) the Borrower has
(x) Unused Revolving Credit Commitments plus unrestricted cash and Cash Equivalents and (y) Borrowing Base Availability plus unrestricted
cash and Cash Equivalents, in each case, of at least $10,000,000, and (iii) the Borrower has delivered to the Administrative Agent
a compliance certificate in the form of Exhibit E attached hereto evidencing compliance with the financial covenants as set forth
above, or (c) make any payment on account of Subordinated Debt, in each case of (a), (b) and (c), that is prohibited under the
terms of the applicable Subordination Agreement. Notwithstanding the foregoing, the Loan Parties may agree to a decrease in the
interest rate applicable thereto or to a deferral of repayment of any of the principal of or interest on the Subordinated Debt
beyond the current due dates therefor.


 




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Section 6.23.         Change
in Accounts. To the extent not otherwise disclosed in a Borrowing Base Certificate previously delivered to the Administrative
Agent, the Borrower shall notify the Administrative Agent promptly upon learning of (i) any event or circumstance which, to
any Loan Party’s knowledge, would result in any existing material Account no longer constituting an Eligible Account and
(ii) all material adverse information relating to the financial condition of any material Account Debtor of the Borrower and
its Subsidiaries.


 


Section 6.24.         Credit
Enhancements. If the Mezzanine Agent or any Mezzanine Lender receives any additional guarantee, or other credit enhancement
(which shall not for such purpose include payment of any fee) under the Mezzanine Debt Documents after the Closing Date not substantially
provided for in the Loan Documents, the Borrower shall cause the same to be granted to the Administrative Agent, for the benefit
of the Administrative Agent and the Lenders, subject to the terms of the Mezzanine Subordination Agreement.


 


Section 6.25.         Limitations
on Parent.  Parent shall not, directly or indirectly, (a) 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 (b) 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:


 


(i)          investments
in the Borrower and Subsidiaries permitted hereunder,


 


(ii)         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,


 


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


 


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


 


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


 


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


 


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


 




    	 	-88-	 



     


    

 


(viii)      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,


 


(ix)         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),


 


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


 


(xi)         activities
and contractual rights and obligations incidental and reasonably related to the businesses or activities described in clauses (i)
through (x) of this Section 6.25.


 


Section 6.26.         Bonding
Capacity. The Borrower and its Subsidiaries shall (i) have available
bonding capacity under one or more Bonding Agreements in an amount sufficient to operate their respective businesses in the ordinary
course, and (ii) be in compliance in all material respects with all terms and conditions set forth in each Bonding Agreement and
shall not permit a default to occur thereunder, except as permitted by Section 5.24(b) and to the extent such a default
would not constitute an Event of Default under Section 7.1(l). No Loan Party shall modify any term of any Bonding Agreement such
that the Property subject to any Lien in favor of the Bonding Company attaches to any Property not directly connected to the applicable
Bond.


 


Section 6.27.         Use
of Proceeds. The Borrower shall use all proceeds of the Loans solely for the purposes set forth in, or otherwise permitted
by, Section 5.7.


 


Section 6.28.         Post-Closing
Matters. The Loan Parties shall execute and deliver the documents and complete the tasks expressed on Schedule 6.28 in each
instance within the time limits specified on such Schedule.


 


Section 7.          Events
of Default and Remedies.


 


Section 7.1.          Events
of Default. Any one or more of the following shall constitute an “Event of Default” hereunder:


 


(a)          (i)
default in the payment when due (whether at the stated maturity thereof or at any other time provided for in this Agreement) of
all or any part of the principal of any Loan or (ii) default for a period of five (5) Business Days in the payment when due of
any interest, fee or any other Obligation payable hereunder or under any other Loan Document;


 


(b)          default
in the observance or performance of any covenant set forth in Sections 6.1, 6.4, 6.7, 6.8, 6.9, 6.10, 6.11, 6.12, 6.13, 6.14,
6.15, 6.16, 6.17, 6.18, 6.19, 6.20, 6.21, 6.22, 6.25, 6.26, 6.27 or 6.28 or of any provision in any Loan Document dealing
with the use, disposition or remittance of the proceeds of Collateral or requiring the maintenance of insurance thereon;


 




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(c)          default
in the observance or performance of any other provision hereof or of any other Loan Document which is not remedied within thirty
(30) days after the earlier of (i) the date on which such default shall first become known to any officer of any Loan
Party or (ii) written notice of such default is given to the Borrower by the Administrative Agent;


 


(d)          any
representation or warranty made herein or in any other Loan Document or in any certificate delivered to the Administrative Agent
or the Lenders pursuant hereto or thereto or in connection with any transaction contemplated hereby or thereby proves untrue in
any material respect as of the date of the issuance or making or deemed making thereof;


 


(e)          (i) any
event occurs or condition exists (other than those described in subsections (a) through (d) above) which is specified as an
event of default under any of the other Loan Documents (after the expiration of any applicable cure or grace period), or (ii) any
of the Loan Documents shall for any reason not be or shall cease to be in full force and effect or is declared to be null and void,
or (iii) any of the Collateral Documents shall for any reason fail to create a valid and perfected first priority Lien in
favor of the Administrative Agent in any Collateral purported to be covered thereby except as expressly permitted by the terms
thereof or the terms of this Agreement, (iv) any Loan party takes any action for the purpose of terminating, repudiating or
rescinding any Loan Document executed by it or any of its obligations thereunder, or (v) any Loan Party or any Subsidiary
of a Loan Party makes any payment on account of any Subordinated Debt which is prohibited under the terms of any instrument subordinating
such Subordinated Debt to any Secured Obligations, or any subordination provision in any document or instrument (including, without
limitation, any intercreditor or subordination agreement) relating to any Subordinated Debt shall cease to be in full force and
effect, or any Person (including the holder of any Subordinated Debt) shall contest in any manner the validity, binding nature
or enforceability of any such provision;


 


(f)          (i) an
“Event of Default” (as defined in any of the Mezzanine Debt Documents) shall occur and is continuing, (ii) any default
shall occur under any Indebtedness of any Loan Party aggregating in excess of $500,000, or under any indenture, agreement
or other instrument under which the same may be issued, and with respect to (i) and (ii), such default shall continue for a period
of time sufficient to permit the acceleration of the maturity of any such Indebtedness (whether or not such maturity is in fact
accelerated), or any such Indebtedness shall not be paid when due (whether by demand, lapse of time, acceleration or otherwise),
in each case after giving effect to applicable grace or cure periods, if any, (iii) any default shall occur under any Hedge
Agreement of any Loan Party with any Lender or any Affiliate of a Lender, or (iv) any party to the Mezzanine Subordination
Agreement or to any other Subordination Agreement breaches or violates, or attempts to terminate or challenge the validity of,
the Mezzanine Subordination Agreement, or the Mezzanine Subordination Agreement or such other Subordination Agreement shall be
invalid or unenforceable;


 




    	 	-90-	 



     


    

 


(g)          (i) any
final judgment or judgments, writ or writs or warrant or warrants of attachment, or any similar process or processes, shall be
entered or filed against any Loan Party, or against any of its Property, in an aggregate amount in excess of $500,000 (except to
the extent fully and unconditionally covered by insurance pursuant to which the insurer has accepted liability therefor in writing
and except to the extent fully and unconditionally covered by an appeal bond, for which such Loan Party has established in accordance
with GAAP a cash or Cash Equivalent reserve in the amount of such judgment, writ or warrant), and which remains undischarged, unvacated,
unbonded or unstayed for a period of thirty (30) days, or any action shall be legally taken by a judgment creditor to attach or
levy upon any Property of any Loan Party to enforce any such judgment, or (ii) any Loan Party shall fail within thirty (30) days
to discharge one or more non-monetary judgments or orders which, individually or in the aggregate, could reasonably be expected
to have a Material Adverse Effect, which judgments or orders, in any such case, are not stayed on appeal or otherwise being appropriately
contested in good faith by proper proceedings diligently pursued;


 


(h)          the
occurrence of (a) an ERISA Event with respect to a Plan or a Multiemployer Plan that, individually or in the aggregate, has resulted
in or could reasonably be expected to result in liability in excess of $750,000; provided that with respect to an ERISA
Event of the type described in clause (i) of the ERISA Event definition relating to a Multiemployer Plan being in endangered or
critical status, an Event of Default shall occur only if either (i) in addition to the dollar amount set forth above in this clause
(a), a Loan Party or any member of its Controlled Group fails to timely satisfy a requirement resulting from such status or (ii)
the dollar amount set forth above in this clause (a), measured for any one-year period, is exceeded, or (b) any event that
could reasonably be expected to result in the imposition of a Lien under Section 430(k) of the Code or Section 303 or 4068 of ERISA
on any assets of a Loan Party or a Subsidiary of a Loan Party;


 


(i)          Limbach,
Inc. (i) shall, within ninety (90) days after the Closing Date (which ninety (90) day period may be extended by the Administrative
Agent in its sole discretion), fail to submit an application to be listed on the NASDAQ Capital Market or (ii) ceases to have its
securities registered with the Securities and Exchange Commission pursuant to Section 12(b) of the Securities and Exchange Act
of 1934;


 


(j)          any
Loan Party shall (i) have entered involuntarily against it an order for relief under the United States Bankruptcy Code, as
amended, (ii) not pay, or admit in writing its inability to pay, its debts generally as they become due, (iii) make an
assignment for the benefit of creditors, (iv) apply for, seek, consent to or acquiesce in, the appointment of a receiver,
custodian, trustee, examiner, liquidator or similar official for it or any substantial part of its Property, (v) institute
any proceeding seeking to have entered against it an order for relief under the United States Bankruptcy Code to adjudicate it
insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its
debts under any Debtor Relief Law or fail to file an answer or other pleading denying the material allegations of any such proceeding
filed against it, (vi) take any action in furtherance of any matter described in parts (i) through (v) above, or (vii) fail
to contest in good faith any appointment or proceeding described in Section 7.1(k);


 




    	 	-91-	 



     


    

 


(k)          a
custodian, receiver, trustee, examiner, liquidator or similar official shall be appointed for any Loan Party, or any substantial
part of any of its Property, or a proceeding described in Section 7.1(j)(v) shall be instituted against any Loan Party, and
such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty (60) days;


 


(l)          With
respect to the Bonding Agreements:


 


(i) the Bonding
Company for any reason ceases to issue bonds, undertakings or instruments of guaranty and the amount of such reduction in bonding
capacity exceeds $100,000,000 and the Borrower and its Subsidiaries shall fail to cause another Person reasonably acceptable to
the Administrative Agent (provided that any such Person shall be deemed to be acceptable if its bonds, undertakings or instruments
of guaranty are accepted by contract providers for the Borrower and its Subsidiaries) to issue bonds, undertakings or instruments
of guaranty pursuant to a Required Bonding Facility within fifteen (15) days of the date that the Bonding Company ceased to issue
bonds, undertakings or instruments of guaranty; or


 


(ii) (A) at
any time, the Bonding Company for the Borrower or any of its Subsidiaries shall violate any term of the Surety Intercreditor Agreement,
which violation would adversely affect the rights or interests of the Administrative Agent or the Lenders under the Loan Documents
and such violation shall continue for a period of five (5) Business Days after the Administrative Agent’s delivery of written
notice thereof to the Bonding Company and the Borrower, (B) the Bonding Company exercises any rights or remedies with respect to
any Collateral in excess of $100,000 (as determined by the Administrative Agent in its reasonable judgment), or (C) the Bonding
Company takes possession of any Collateral in excess of $100,000 (as determined by the Administrative Agent in its reasonable judgment)
and such action continues for a period of five (5) Business Days after the earlier of (A) the Administrative Agent’s delivery
of written notice thereof to the Borrower and (B) a Duly Authorized Officer having obtained knowledge thereof; or


 


(iii) the Borrower
or any of its Subsidiaries defaults in the payment when due of any amount due under any Bonding Agreement or breaches or defaults
with respect to any other term of any Bonding Agreement and (x) such failure continues unremedied for a period of five (5) Business
Days or (y) if the effect of such failure to pay, default or breach is to cause the Bonding Company to take possession of the work
under any of the bonded contracts of the Borrower or any of its Subsidiaries and value of the contract or project that has been
taken over by the Bonding Company exceeds $500,000 (as determined by the Administrative Agent in its reasonable judgment); or


 




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(iv) the Borrower
or any Subsidiary breaches or defaults with respect to any term under any of the bonded contracts of the Borrower or such Subsidiary,
if the effect of such default or breach is to cause the Bonding Company to take possession of the work under such bonded contract
and value of the contract or project that has been taken over by the Bonding Company exceeds $500,000 (as determined by the Administrative
Agent in its reasonable judgment);


 


(m)          a
notice of Lien, levy or assessment (other than with respect to a permitted Lien) is filed or recorded with respect to any of the
assets of the Parent or any of its Subsidiaries (including, without limitation, the Collateral) by the United States, or any department,
agency or instrumentality thereof, or by any state, county, municipality or other governmental agency or any taxes or debts owing
at any time or times hereafter to any one or more of them become a Lien (other than a permitted Lien), upon any of the assets of
the Parent or any of its Subsidiaries (including, without limitation, the Collateral), in each case, other than a Lien permitted
under Section 6.12);


 


(n)          the
Parent or any of its Subsidiaries is enjoined, restrained, or in any way prevented by the order of any court or any administrative
or regulatory agency from conducting all or any material part of its business affairs;


 


(o)          there
shall be instituted in any court criminal proceedings against the Parent or any of its Subsidiaries or the Parent or any of its
Subsidiaries shall be indicted for any crime, in either case, for which the forfeiture of greater than five percent (5.00%) of
the consolidated assets of the Loan Parties is a reasonably likely penalty; or


 


(p)          any
Loan Party shall be subject to suspension or debarment proceedings by the government of the United States, or any department, agency
or instrumentality thereof.


 


Section 7.2.          Non-Bankruptcy
Defaults. When any Event of Default exists other than those described in subsection (j) or (k) of Section 7.1, the
Administrative Agent shall, by written notice to the Borrower: (a) if so directed by the Required Lenders, terminate the remaining
Commitments and all other obligations of the Lenders hereunder on the date stated in such notice (which may be the date thereof);
(b) if so directed by the Required Lenders, declare the principal of and the accrued interest on all outstanding Loans to
be forthwith due and payable and thereupon all outstanding Loans, including both principal and interest thereon, shall be and become
immediately due and payable together with all other amounts payable under the Loan Documents without further demand, presentment,
protest or notice of any kind; and (c) if so directed by the Required Lenders, demand that the Borrower immediately Cash Collateralize
105% of the then outstanding amount of all L/C Obligations, and the Borrower agrees to immediately provide such Cash Collateral
and acknowledges and agrees that the Lenders would not have an adequate remedy at law for failure by the Borrower to honor any
such demand and that the Administrative Agent, for the benefit of the Lenders, shall have the right to require the Borrower to
specifically perform such undertaking whether or not any drawings or other demands for payment have been made under any Letter
of Credit. The Administrative Agent, after giving notice to the Borrower pursuant to Section 7.1(c) or this Section 7.2,
shall also promptly send a copy of such notice to the other Lenders, but the failure to do so shall not impair or annul the effect
of such notice.


 




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Section 7.3.          Bankruptcy
Defaults. When any Event of Default described in subsections (j) or (k) of Section 7.1 exists, then all outstanding
Obligations shall immediately and automatically become due and payable together with all other amounts payable under the Loan Documents
without presentment, demand, protest or notice of any kind (each of which is hereby waived by the Borrower), the Commitments and
all other obligations of the Lenders to extend further credit pursuant to any of the terms hereof shall immediately and automatically
terminate and the Borrower shall immediately Cash Collateralize 105% of the then outstanding amount of all L/C Obligations, the
Borrower acknowledging and agreeing that the Lenders would not have an adequate remedy at law for failure by the Borrower to honor
any such demand and that the Lenders, and the Administrative Agent on their behalf, shall have the right to require the Borrower
to specifically perform such undertaking whether or not any draws or other demands for payment have been made under any of the
Letters of Credit.


 


Section 7.4.          Collateral
for Undrawn Letters of Credit. If Cash Collateral for drawings under any or all outstanding Letters of Credit is required under
Section 2.3(b) or under Section 7.2 or under Section 7.3, the Borrower shall forthwith Cash Collateralize the amount
required as provided in Section 4.5.


 


Section 7.5.          Notice
of Default. The Administrative Agent shall give notice to the Borrower under Section 7.1(c) promptly upon being requested
to do so by any Lender and shall thereupon notify all the Lenders thereof.


 


Section 8.          Change
in Circumstances and Contingencies.


 


Section 8.1.          Funding
Indemnity. If any Lender shall incur any loss, cost or expense (including any loss, cost or expense incurred by reason of the
liquidation or re-employment of deposits or other funds acquired by such Lender to fund or maintain any Eurodollar Loan or Swing
Loan or the relending or reinvesting of such deposits or amounts paid or prepaid to such Lender or by reason of breakage of interest
rate swap agreements or the liquidation of other Hedge Agreements or incurred by reason of an assignment required by Section 10.2(b))
as a result of:


 


(a)          any
payment, prepayment or conversion of a Eurodollar Loan or Swing Loan on a date other than the last day of its Interest Period,


 


(b)          any
failure (because of a failure to meet the conditions of Section 3 or otherwise) by the Borrower to borrow or continue a Eurodollar
Loan or Swing Loan, or to convert a Base Rate Loan into a Eurodollar Loan or Swing Loan, on the date specified in a notice given
pursuant to Section 2.5(a), other than as a result of the application of Sections 8.2 or 8.3,


 


(c)          any
failure by the Borrower to make any payment of principal on any Eurodollar Loan or Swing Loan when due (whether by acceleration
or otherwise), or


 




    	 	-94-	 



     


    

 


(d)          any
acceleration of the maturity of a Eurodollar Loan or Swing Loan as a result of the occurrence of any Event of Default hereunder,


 


then, upon the written demand of such Lender,
the Borrower shall pay to such Lender such amount as will reimburse such Lender for such loss, cost or expense. If any Lender makes
such a claim for compensation, it shall provide to the Borrower, with a copy to the Administrative Agent, a certificate setting
forth the amount of such loss, cost or expense in reasonable detail and the amounts shown on such certificate shall be conclusive
absent manifest error.


 


Section 8.2.          Illegality.
Notwithstanding any other provisions of this Agreement or any other Loan Document, if at any time any Change in Law makes it unlawful
for any Lender to make or continue to maintain any Eurodollar Loans or to perform its obligations as contemplated hereby, such
Lender shall promptly give notice thereof to the Borrower and the Administrative Agent and such Lender’s obligations to make
or maintain Eurodollar Loans under this Agreement shall be suspended until it is no longer unlawful for such Lender to make or
maintain Eurodollar Loans. The Borrower shall prepay on demand the outstanding principal amount of any such affected Eurodollar
Loans, together with all interest accrued thereon and all other amounts then due and payable to such Lender under this Agreement;
provided, however, subject to all of the terms and conditions of this Agreement, the Borrower may then elect to borrow the
principal amount of the affected Eurodollar Loans from such Lender by means of Base Rate Loans from such Lender, which Base Rate
Loans shall not be made ratably by the Lenders but only from such affected Lender.


 


Section 8.3.          Unavailability
of Deposits or Inability to Ascertain, or Inadequacy of, LIBOR. If on or prior to the first day of any Interest Period for
any Borrowing of Eurodollar Loans:


 


(a)          the
Administrative Agent determines that deposits in Dollars (in the applicable amounts) are not being offered to it in the interbank
eurodollar market for such Interest Period, or that by reason of circumstances affecting the interbank eurodollar market adequate
and reasonable means do not exist for ascertaining the applicable LIBOR, or


 


(b)          the
Required Lenders advise the Administrative Agent that (i) LIBOR as determined by the Administrative Agent will not adequately and
fairly reflect the cost to such Lenders of funding their Eurodollar Loans for such Interest Period or (ii) that the making or funding
of Eurodollar Loans become impracticable,


 


then the Administrative Agent shall forthwith
give written notice thereof to the Borrower and the Lenders, whereupon until the Administrative Agent notifies the Borrower that
the circumstances giving rise to such suspension no longer exist, the obligations of the Lenders to make Eurodollar Loans shall
be suspended.


 




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Section 8.4.          Increased
Costs. (a) Increased Costs Generally. If any Change in Law shall:


 


(i)          impose,
modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets
of, deposits with or for the account of, or credit extended or participated in by, any Lender (except with respect to the applicable
Reserve Percentage with respect to any Eurodollar Loans) or the L/C Issuer;


 


(ii)         subject
any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition
of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations,
or its deposits, reserves, other liabilities or capital attributable thereto; or


 


(iii)        impose
on any Lender or the L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting
this Agreement or Loans made by such Lender or any Letter of Credit or participation therein;


 


and the result of any of the foregoing
shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Loan
or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, the L/C Issuer or such other Recipient
of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue
any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, L/C Issuer or other Recipient
hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, L/C Issuer or other Recipient,
the Borrower will pay to such Lender, L/C Issuer or other Recipient, as the case may be, such additional amount or amounts as will
compensate such Lender, L/C Issuer or other Recipient, as the case may be, for such additional costs incurred or reduction suffered.


 


(b)          Capital
Requirements. If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C Issuer or
any lending office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital or
liquidity requirements, has or would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s
capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement,
the Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Swing Loans held by, such Lender,
or the Letters of Credit issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s
or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s
or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect
to capital adequacy), then from time to time the Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional
amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company
for any such reduction suffered


 


(c)          Certificates
for Reimbursement. A certificate of a Lender or the L/C Issuer setting forth the amount or amounts necessary to compensate
such Lender or the L/C Issuer or its holding company, as the case may be, as specified in Section 8.4(a) or (b) above which
shall include the basis for and calculation of such requested compensation and delivered to the Borrower, shall be conclusive absent
manifest error. The Borrower shall pay such Lender or the L/C Issuer, as the case may be, the amount shown as due on any such certificate
within ten (10) Business Days after receipt thereof.


 




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(d)          Delay
in Requests. Failure or delay on the part of any Lender or the L/C Issuer to demand compensation pursuant to this Section shall
not constitute a waiver of such Lender’s or the L/C Issuer’s right to demand such compensation; provided that
the Borrower shall not be required to compensate a Lender or the L/C Issuer pursuant to this Section for any increased costs incurred
or reductions suffered more than nine months prior to the date that such Lender or the L/C Issuer, as the case may be, notifies
the Borrower of the Change in Law giving rise to such increased costs or reductions, and of such Lender’s or the L/C Issuer’s
intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is
retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).


 


Section 8.5.          Discretion
of Lender as to Manner of Funding. Notwithstanding any other provision of this Agreement, each Lender shall be entitled to
fund and maintain its funding of all or any part of its Loans in any manner it sees fit, it being understood, however, that for
the purposes of this Agreement all determinations hereunder with respect to Eurodollar Loans shall be made as if each Lender had
actually funded and maintained each Eurodollar Loan through the purchase of deposits in the interbank eurodollar market having
a maturity corresponding to such Loan’s Interest Period, and bearing an interest rate equal to LIBOR for such Interest Period.


 


Section 8.6.          Defaulting
Lenders. (a) Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes
a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by applicable
law:


 


(i)          Waivers
and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect
to this Agreement shall be restricted as set forth in the definition of Required Lenders and Section 10.10.


 




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(ii)         Defaulting
Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account
of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 or otherwise) or received by the
Administrative Agent from a Defaulting Lender pursuant to Section 10.13 shall be applied by the Administrative Agent as follows:
first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second,
to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the L/C Issuer or the Swing Line Lender;
third, to Cash Collateralize contingent funding obligations of such Defaulting Lender in respect of any participation in
any Swing Loan or Letter of Credit; fourth, as the Borrower may request (so long as no Default or Event of Default exists),
to the funding of any Loan in respect of which that Defaulting Lender has failed to fund as required by this Agreement, as determined
by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit
account and to be released pro rata in order to satisfy obligations of such Defaulting Lender to fund Loans under this Agreement
and Cash Collateralize contingent funding obligations of such Defaulting Lender in respect of participation in any future Swing
Loan or future Letter of Credit; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuer or the Swing
Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or the Swing
Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement;
seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result
of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such
Defaulting Lender's breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise
directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount
of any Loans or L/C Obligations in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such
Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.1 were satisfied
or waived, such payment shall be applied solely to pay the Loans of, and L/C Obligations owed to, all Non-Defaulting Lenders on
a pro rata basis in accordance with their Percentages under the applicable Credit prior to being applied to the payment
of any Loans of, or L/C Obligations owed to such Defaulting Lender. Any payments, prepayments or other amounts paid or payable
to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant
to this Section 8.6 shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents
hereto.


 


(iii)        Certain
Fees. (A) No Defaulting Lender shall be entitled to receive any commitment fee under Section 2.13(a) or any amendment fees,
waiver fees, or similar fees for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required
to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender).


 


(B)         Each
Defaulting Lender shall be entitled to receive any L/C Participation Fee under Section 2.13(b) and amounts owed to it in respect
of participating interest in Swing Loans under Section 2.11(e) for any period during which that Lender is a Defaulting Lender
only to the extent allocable to its Percentage of the stated amount of Letters of Credit and participating interests in Swing Loans
for which it has provided Cash Collateral pursuant to Section 4.5.


 


(C)         With
respect to any fees not required to be paid to any Defaulting Lender pursuant to clause (A) or (B) above, the Borrower shall (x)
pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such
Defaulting Lender’s participation in Letters of Credit or Swing Loans that has been reallocated to such Non-Defaulting Lender
pursuant to clause (iv) below, (y) pay to the Swing Line Lender and to each L/C Issuer, as applicable, the amount of any such fee
otherwise payable to such Defaulting Lender to the extent allocable to the Swing Line Lender’s or such L/C Issuer’s
Fronting Exposure to such Defaulting Lender, and (z) not be required to pay the remaining amount of any such fee.


 




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(iv)        Reallocation
of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligations
and Swing Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Percentages (calculated
without regard to such Defaulting Lender’s Commitment) but only to the extent that (A) the conditions set forth in Section 3.1
are satisfied at such time (and, unless the Borrower shall have otherwise notified the Administrative Agent at the time, the Borrower
shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (B) such reallocation does
not cause the aggregate principal amount of Revolving Loans and participating interests in L/C Obligations and Swing Loans of any
Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Credit Commitment. No reallocation hereunder shall
constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having
become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased
exposure following such reallocation.


 


(v)         Cash
Collateral. If the reallocation described in clause (iv) above cannot, or can only partially, be effected, the Borrower shall,
without prejudice to any right or remedy available to it hereunder or under law, within three (3) Business Days following notice
by the Administrative Agent, Cash Collateralize such Defaulting Lender’s interests in L/C Obligations and Swing Loans (after
giving effect to any partial reallocation pursuant to clause (iv) above) in accordance with the procedures set forth in Section 4.5
for so long as such interests in L/C Obligations and Swing Loans are outstanding.


 


(b)          Defaulting
Lender Cure. If the Borrower, the Administrative Agent, the Swing Line Lender and the L/C Issuer agree in writing in their
reasonable discretion that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto,
whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include
arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase that portion of outstanding
Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans
and funded and unfunded participations in Letters of Credit and Swing Loans to be held on a pro rata basis by the Lenders
in accordance with their respective Percentages (without giving effect to Section 8.6(a)(iv)), whereupon such Lender will
cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or
payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further, that
except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will
constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.


 


(c)          New
Swing Line Loans/Letters of Credit. So long as any Lender is a Defaulting Lender, (i) the Swing Line Lender shall not
be required to fund any Swing Loans unless it is satisfied that it will have no Fronting Exposure after effect to such Swing Loan
and (ii) the L/C Issuer shall not be required to issue, extend, renew or increase any Letter of Credit unless it is satisfied that
it will have no Fronting Exposure after giving effect thereto.


 




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Section 9.          The
Administrative Agent.


 


Section 9.1.          Appointment
and Authorization of Administrative Agent. Each Lender and the L/C Issuer hereby appoints Fifth Third Bank, an Ohio
banking corporation, to act on its behalf as the Administrative Agent under the Loan Documents and authorizes the Administrative
Agent to take such action as Administrative Agent on its behalf and to exercise such powers under the Loan Documents as are delegated
to the Administrative Agent by the terms thereof, together with such actions and powers as are reasonably incidental thereto. The
provisions of this Section 9 are solely for the benefit of the Administrative Agent, the Lenders and the L/C Issuer, and neither
the Borrower nor any other Loan Party shall have rights as a third-party beneficiary of any of such provisions. It is understood
and agreed that the use of the term “agent” in this Agreement or in any other Loan Document (or any other similar term)
with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising
under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create
or reflect only an administrative relationship between contracting parties.


 


Section 9.2.          Administrative
Agent and Its Affiliates. The Administrative Agent shall have the same rights and powers in its capacity as a Lender as any
other Lender and may exercise or refrain from exercising such rights and powers as though it were not the Administrative Agent,
and the Administrative Agent and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial
advisor or in any other advisory capacity for, and generally engage in any kind of banking, trust, financial advisory, or other
business with any Loan Party or any Affiliate of any Loan Party as if it were not the Administrative Agent under the Loan Documents
and without any duty to account therefor to the Lenders. The terms “Lender” and “Lenders”,
unless otherwise expressly indicated or unless the context otherwise clearly requires, includes the Administrative Agent in its
individual capacity as a Lender.


 


Section 9.3.          Exculpatory
Provisions. (a) The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and
in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the
foregoing, the Administrative Agent and its Related Parties:


 


(i)          shall
not be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is
continuing;


 




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(ii)         shall
not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers
expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed
in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein
or in the other Loan Documents); provided that the Administrative Agent shall not be required to take any action that, in
its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document
or any Legal Requirement, including for the avoidance of doubt any action that may be in violation of the automatic stay under
any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation
of any Debtor Relief Law, and the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder
or under any other Loan Document unless it first receives any further assurances of its indemnification from the Lenders that it
may require, including prepayment of any related expenses and any other protection it requires against any and all costs, expense,
and liability which may be incurred by it by reason of taking or continuing to take any such action; and


 


(iii)        shall
not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for
the failure to disclose, any information relating to any Loan Party or any of its Affiliates that is communicated to or obtained
by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.


 


(b)          Any
instructions of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative
Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 10.10) shall be binding
upon all the Lenders. Neither the Administrative Agent nor any of its Related Parties shall be liable for any action taken or not
taken by the Administrative Agent (i) with the consent or at the request of the Required Lenders (or such other number or
percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary,
under the circumstances as provided in Section 10.10), or (ii) in the absence of its own gross negligence or willful
misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment. In all cases in which the Loan
Documents do not require the Administrative Agent to take specific action, the Administrative Agent shall be fully justified in
using its discretion in failing to take or in taking any action thereunder. The Administrative Agent shall be entitled to assume
that no Default or Event of Default exists, and shall be deemed not to have knowledge of any Default or Event of Default, unless
and until notice describing such Default is given to the Administrative Agent in writing by the Borrower or a Lender. If the Administrative
Agent receives from any Loan Party a written notice of an Event of Default pursuant to Section 6.1, the Administrative Agent
shall promptly give each of the Lenders written notice thereof.


 


(c)          Neither
the Administrative Agent nor any of its Related Parties shall be responsible for or have any duty to ascertain or inquire into
(i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, or
any Credit Event, (ii) the contents of any certificate, report or other document delivered under this Agreement or any other
Loan Documents or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements
or other terms or conditions set forth herein or therein or the occurrence of any Default or Event of Default, (iv) the validity,
enforceability, effectiveness, genuineness, value, worth, or collectability of this Agreement, any other Loan Document or any other
agreement, instrument, document or writing furnished in connection with any Loan Document or any Collateral, or the creation, perfection,
or priority of any Lien purported to be created by this Agreement or any Collateral Documents, or (v) the value or sufficiency
of any Collateral, or (vi) the satisfaction of any condition set forth in Section 3 or elsewhere herein, other than to confirm
receipt of items expressly required to be delivered to the Administrative Agent; and the Administrative Agent makes no representation
of any kind or character with respect to any such matter mentioned in this sentence.


 




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Section 9.4.          Reliance
by Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying
upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message,
Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise
authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone
and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining
compliance with any condition hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of
Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the L/C Issuer, the Administrative Agent may presume
that such condition is satisfactory to such Lender or the L/C Issuer unless the Administrative Agent shall have received notice
to the contrary from such Lender or the L/C Issuer prior to the making of such Loan or the issuance of such Letter of Credit. The
Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts
selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel,
accountants or experts. The Administrative Agent may treat the payee of any Note or any Loan as the holder thereof until written
notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative
Agent.


 


Section 9.5.          Delegation
of Duties. The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under
any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent
and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective
Related Parties. The exculpatory provisions of this Section 9 shall apply to any such sub-agent and to the Related Parties of the
Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication
of the Facilities as well as activities as Administrative Agent. The Administrative Agent shall not be responsible for the negligence
or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and nonappealable
judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.


 


Section 9.6.          Non-Reliance
on Administrative Agent and Other Lenders. Each Lender and the L/C Issuer acknowledges that it has, independently and without
reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information
as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and the L/C Issuer
also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of
their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make
its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement
or any document furnished hereunder or thereunder.


 




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Section 9.7.          Resignation
of Administrative Agent and Successor Administrative Agent. (a) The Administrative Agent may at any time give notice of its
resignation to the Lenders, the L/C Issuer, and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders
shall have the right, in consultation with the Borrower, to appoint a successor, which may be any Lender hereunder or any commercial
bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus
of at least $200,000,000 and, so long as no Event of Default shall have occurred and be continuing, such appointment shall be within
the Borrower’s consent (which shall not be unreasonably withheld). If no such successor shall have been so appointed by the
Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent
gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective
Date”), then the retiring Administrative Agent may (but shall not be obligated to), on behalf of the Lenders and the
L/C Issuer, appoint a successor Administrative Agent meeting the qualifications set forth above. Whether or not a successor has
been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.


 


(b)          If
the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required
Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower and such Person remove such Person
as Administrative Agent and, in consultation with the Borrower, appoint a successor. If no such successor shall have been so appointed
by the Required Lenders and shall have accepted such appointment within thirty (30) days (or such earlier day as shall be agreed
by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective
in accordance with such notice on the Removal Effective Date.


 


(c)          With
effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Administrative
Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case
of any collateral security held by the Administrative Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents,
the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative
Agent is appointed) and (2) except for any indemnity payments owed to the retiring or removed Administrative Agent, all payments,
communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to
each Lender and L/C Issuer directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent
as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor
shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Administrative
Agent (other than any rights to indemnity payments owed to the retiring or removed Administrative Agent), and the retiring or removed
Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents. The
fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise
agreed between the Borrower and such successor. After the retiring or removed Administrative Agent’s resignation or removal
hereunder and under the other Loan Documents, the provisions of this Section 9 and Section 10.12 shall continue in effect
for the benefit of such retiring or removed Administrative Agent, its sub-agents and their respective Related Parties in respect
of any actions taken or omitted to be taken by any of them while the retiring or removed Administrative Agent was acting as Administrative
Agent.


 




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Section 9.8.          L/C
Issuer and Swing Line Lender. The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit
issued by it and the documents associated therewith, and the Swing Line Lender shall act on behalf of the Lenders with respect
to the Swing Loans made hereunder. The L/C Issuer and the Swing Line Lender shall each have all of the benefits and immunities
(a) provided to the Administrative Agent in this Section 9 with respect to any acts taken or omissions suffered by the
L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the Applications pertaining
to such Letters of Credit or by the Swing Line Lender in connection with Swing Loans made or to be made hereunder as fully as if
the term “Administrative Agent”, as used in this Section 9, included the L/C Issuer and the Swing Line Lender,
with respect to such acts or omissions and (b) as additionally provided in this Agreement with respect to such L/C Issuer
or Swing Line Lender, as applicable.


 


Section 9.9.          Hedging
Liability and Bank Product Liability Arrangements. By virtue of a Lender’s execution of this Agreement or an assignment
agreement pursuant to Section 10.9, as the case may be, any Affiliate of such Lender with whom any Loan Party has entered
into an agreement creating Hedging Liability or Bank Product Liability shall be deemed a Lender party hereto for purposes of any
reference in a Loan Document to the parties for whom the Administrative Agent is acting, it being understood and agreed that the
rights and benefits of such Affiliate under the Loan Documents consist exclusively of such Affiliate’s right to share in
payments and collections out of the Collateral and the Guaranty Agreements as more fully set forth in Section 2.9 and Section 4.
In connection with any such distribution of payments and collections, the Administrative Agent shall be entitled to assume no amounts
are due to any Lender or its Affiliate with respect to Hedging Liability or Bank Product Liability unless such Lender has notified
the Administrative Agent in writing of the amount of any such liability owed to it or its Affiliate prior to such distribution.


 


Section 9.10.         No
Other Duties; Designation of Additional Agents. Anything herein to the contrary notwithstanding, none of the Bookrunners or
Arrangers listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the
other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, a Lender, or the L/C Issuer hereunder.
The Administrative Agent shall have the continuing right, for purposes hereof, at any time and from time to time to designate one
or more of the Lenders (and/or its or their Affiliates) as “syndication agents,” “documentation agents,”
“arrangers” or other designations for purposes hereto, but such designation shall have no substantive effect, and such
Lenders and their Affiliates shall have no additional powers, duties or responsibilities as a result thereof; provided that
if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required
Lenders shall have the rights otherwise given to the Administrative Agent pursuant to this Section 9 and (ii) subject to Section
10.7, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized
by the Required Lenders.


 




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Section 9.11.         Authorization
to Enter into, and Enforcement of, the Collateral Documents and Guaranty. The Lenders, such Affiliates of the Lenders who may
enter into an agreement creating Hedging Liabilities or Bank Product Liabilities pursuant to Section 9.9, and the L/C Issuer
irrevocably authorize the Administrative Agent to execute and deliver the Collateral Documents, the Surety Intercreditor Agreement,
each Subordination Agreement and each Guaranty Agreement on their behalf and on behalf of each of their Affiliates and to take
such action and exercise such powers under the Collateral Documents, the Surety Intercreditor Agreement, any Subordination Agreement
or any Guaranty Agreement as the Administrative Agent considers appropriate, provided the Administrative Agent shall not
amend the Collateral Documents, the Surety Intercreditor Agreement, any Subordination Agreement or any Guaranty Agreement unless
such amendment is agreed to in writing by the Required Lenders. Each Lender and L/C Issuer acknowledges and agrees that it will
be bound by the terms and conditions of the Collateral Documents, the Surety Intercreditor Agreement, each Subordination Agreement
and each Guaranty Agreement upon the execution and delivery thereof by the Administrative Agent. Except as otherwise specifically
provided for herein, no Lender (or its Affiliates) other than the Administrative Agent shall have the right to institute any suit,
action or proceeding in equity or at law for the foreclosure or other realization upon any Collateral or any or for the execution
of any trust or power in respect of the Collateral or any Guaranty Agreement or for the appointment of a receiver or for the enforcement
of any other remedy under the Collateral Documents, the Surety Intercreditor Agreement, any Subordination Agreement or any Guaranty
Agreement; it being understood and intended that no one or more of the Lenders (or their Affiliates) shall have any right in any
manner whatsoever to affect, disturb or prejudice the Lien of the Administrative Agent (or any security trustee therefor) under
the Collateral Documents by its or their action or to enforce any right thereunder, and that all proceedings at law or in equity
shall be instituted, had, and maintained by the Administrative Agent (or its security trustee) in the manner provided for in the
relevant Collateral Documents for the benefit of the Lenders and their Affiliates.


 


Section 9.12.         Administrative
Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law, the Administrative Agent
(irrespective of whether the principal of any Loan or L/C Obligations shall then be due and payable as herein expressed or by declaration
or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled
and empowered (but not obligated), by intervention in such proceeding or otherwise:


 


(a)          to
file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations,
and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order
to have the claims of the Lenders, the L/C Issuer, and the Administrative Agent (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Lenders, the L/C Issuer, and the Administrative Agent and their respective agents and
counsel and all other amounts due the Lenders, the L/C Issuer, and the Administrative Agent under Sections 2.13 and 10.12(a)) allowed
in such judicial proceeding; and


 




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(b)          to
collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;


 


and any custodian, receiver, assignee,
trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender
and the L/C Issuer to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent
to the making of such payments directly to the Lenders and the L/C Issuer, to pay to the Administrative Agent any amount due for
the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any
other amounts due the Administrative Agent under Sections 2.13 and 10.12(a). Nothing contained herein shall be deemed to authorize
the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or the L/C Issuer any plan of reorganization,
arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or the L/C Issuer or to authorize
the Administrative Agent to vote in respect of the claim of any Lender or the L/C Issuer in any such proceeding.


 


Section 9.13.         Collateral
and Guaranty Matters. (a) The Lenders and the L/C Issuer irrevocably authorize the Administrative Agent, at its option and
in its discretion,


 


(i)          to
release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (A) upon the Facility
Termination Date, (B) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection
with any sale or disposition permitted under the Loan Documents, or (C) subject to Section 10.10, if approved, authorized
or ratified in writing by the Required Lenders;


 


(ii)         to
subordinate any Lien on any Property granted to or held by the Administrative Agent under any Loan Document to the holder of any
Lien on such property that is permitted by Section 6.12(e);


 


(iii)        to
release any Guarantor from its obligations under its Guaranty Agreement if such Person ceases to be a Loan Party as a result of
a transaction permitted under the Loan Documents; and


 


(iv)        to
reduce or limit the amount of the Indebtedness secured by any particular item of Collateral to an amount not less than the estimated
value thereof to the extent necessary to reduce mortgage registry, filing and similar tax.


 


Upon request by the Administrative Agent
at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate
its interest in particular types or items of Property, or to release any Guarantor from its obligations under its Guaranty Agreement
pursuant to this Section 9.13.


 




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(b)          The
Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding
the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s
Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible
or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.


 


Section 9.14.         Credit
Bidding. (a) The Administrative Agent, on behalf of itself and the Lenders, shall have the right to credit bid and purchase
for the benefit of the Administrative Agent and the Lenders all or any portion of Collateral at any sale thereof conducted by the
Administrative Agent under the provisions of the UCC, including pursuant to Sections 9-610 or 9-620 of the UCC, at any sale thereof
conducted under the provisions of the Bankruptcy Code, including Section 363 thereof, or a sale under a plan of reorganization,
or at any other sale or foreclosure conducted by the Administrative Agent (whether by judicial action or otherwise) in accordance
with applicable Legal Requirements.


 


(b)          Each
Lender hereby agrees that, except as otherwise provided in any Loan Documents or with the written consent of the Administrative
Agent and the Required Lenders, it will not take any enforcement action, accelerate obligations under any Loan Documents, or exercise
any right that it might otherwise have under applicable Legal Requirements to credit bid at foreclosure sales, UCC sales or other
similar dispositions of Collateral.


 


Section 10.         Miscellaneous.


 


Section 10.1.          Taxes.
(a) L/C Issuer. For purposes of this Section 10.1, the term “Lender” includes the L/C Issuer and
the term “applicable law” includes FATCA.


 


(b)          Payments
Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made
without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the
good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment
by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall
timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if
such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after
such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under
this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding
been made.


 


(c)          Payment
of Other Taxes by the Loan Parties. Each Loan Party shall timely pay to the relevant Governmental Authority in accordance
with applicable law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.


 




    	 	-107-	 



     


    

 


(d)          Indemnification
by the Loan Parties. The Loan Parties shall jointly and severally indemnify each Recipient, within ten (10) days after demand
therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts
payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient
and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or
legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability
delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf
or on behalf of a Lender, shall be conclusive absent manifest error.


 


(e)          Indemnification
by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within ten (10) days after demand therefor,
for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Loan Parties have not already indemnified
the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any
Taxes attributable to such Lender’s failure to comply with the provisions of Section 10.9(d) relating to the maintenance
of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the
Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto,
whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as
to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest
error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such
Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any
amount due to the Administrative Agent under this Section 10.1(e).


 


(f)          Evidence
of Payments. As soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority pursuant to this
Section 10.1, such Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by
such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment
reasonably satisfactory to the Administrative Agent.


 


(g)          Status
of Lenders. (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made
under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by
the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower
or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In
addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation
prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or
the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements.
Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation
(other than such documentation set forth in Section 10.1(g)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the
Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed
cost or expense or would materially prejudice the legal or commercial position of such Lender.


 




    	 	-108-	 



     


    

 


(ii)         Without
limiting the generality of the foregoing,


 


(A)         any
Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender
becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative
Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;


 


(B)         any
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such
number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender
under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent),
whichever of the following is applicable:


 


(i)          in
the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect
to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN or W-8BEN-E, as applicable, establishing
an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty
and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or W-8BEN-E, as applicable, establishing
an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other
income” article of such tax treaty;


 


(ii)         executed
originals of IRS Form W-8ECI;


 


(iii)        in
the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x)
a certificate in form reasonably acceptable to the Administrative Agent representing that such Foreign Lender is not a “bank”
within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning
of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the
Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or W-8BEN-E, as applicable;
or


 


(iv)        
to the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI,
IRS Form W-8BEN or W-8BEN-E, as applicable, a U.S. Tax Compliance Certificate in form reasonably acceptable to the Administrative
Agent, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the
Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest
exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate in form reasonably acceptable to the Administrative
Agent on behalf of each such direct and indirect partner;


 




    	 	-109-	 



     


    

 


(C)         
any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in
such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender
under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent),
executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S.
federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law
to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and


 


(D)         if
a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender
were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b)
of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed
by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed
by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably
requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply
with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA
or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA”
shall include any amendments made to FATCA after the date of this Agreement.


 


Each Lender agrees
that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update
such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do
so.


 


(h)          Treatment
of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund
of any Taxes as to which it has been indemnified pursuant to this Section 10.1 (including by the payment of additional amounts
pursuant to this Section 10.1), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of
indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out of pocket expenses
(including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority
with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified
party the amount paid over pursuant to this Section 10.1(h) (plus any penalties, interest or other charges imposed by the
relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental
Authority. Notwithstanding anything to the contrary in this Section 10.1(h), in no event will the indemnified party be required
to pay any amount to an indemnifying party pursuant to this Section 10.1(h) the payment of which would place the indemnified
party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification
had not been deducted, withheld, or otherwise imposed and the indemnification payments or additional amounts giving rise to such
refund had never been paid. This Section 10.1(h) shall not be construed to require any indemnified party to make available
its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other
Person.


 




    	 	-110-	 



     


    

 


(i)          Required
Elections. In the event that the Borrower is classified as a partnership for federal income tax purposes, or any taxable years
for which Sections 6221 through 6241 of the Code apply to the Borrower, the partnership representative shall, to the extent eligible,
make the election under Section 6221(b) of the Code with respect to the Borrower and take any other action such as disclosures
and notifications necessary to effectuate such election. If the election described in the preceding sentence is not available,
to the extent applicable, the partnership representative shall make the election under Section 6226(a) of the Code with respect
to the Borrower and take any other action such as filings, disclosures and notifications necessary to effectuate such election.


 


(j)          Survival.
Each party’s obligations under this Section 10.1 shall survive the resignation or replacement of the Administrative Agent
or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction
or discharge of all obligations under any Loan Document.


 


Section 10.2.          Mitigation
Obligations; Replacement of Lenders (a) Designation of a Different Lending Office. If any Lender requests compensation
under Section 8.4, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 10.1, then such Lender shall (at the request of the Borrower)
use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights
and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation
or assignment (i) would eliminate or reduce amounts payable pursuant to Section 8.4 or Section 10.1, as the
case may be, in the future, and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise
be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in
connection with any such designation or assignment.


 


(b)          Replacement
of Lenders. If any Lender requests compensation under Section 8.4, or if the Borrower is required to pay any Indemnified
Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 10.1
and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 10.2(a),
or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon
notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance
with and subject to the restrictions contained in, and consents required by, Section 10.9(b)), all of its interests, rights
(other than its existing rights to payments pursuant to Section 8.4 or Section 10.1) and obligations under this Agreement and the
related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender
accepts such assignment); provided that:


 




    	 	-111-	 



     


    

 


(i)          the
Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 10.9(b)(iv);


 


(ii)         such
Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in Reimbursement
Obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents
(including any amounts under Section 8.1) from the assignee (to the extent of such outstanding principal and accrued interest and
fees) or the Borrower (in the case of all other amounts);


 


(iii)        in
the case of any such assignment resulting from a claim for compensation under Section 8.4 or payments required to be made
pursuant to Section 10.1 such assignment will result in a reduction in such compensation or payments thereafter;


 


(iv)        such
assignment does not conflict with applicable law; and


 


(v)         in
the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable Eligible Assignee shall have
consented to the applicable amendment, waiver or consent.


 


A Lender shall not be required
to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances
entitling the Borrower to require such assignment and delegation cease to apply.


 


Section 10.3.          No
Waiver, Cumulative Remedies. No delay or failure on the part of the Administrative Agent, the L/C Issuer, or any Lender or
on the part of the holder or holders of any of the Obligations in the exercise of any power or right under any Loan Document shall
operate as a waiver thereof or as an acquiescence in any default, nor shall any single or partial exercise of any power or right
preclude any other or further exercise thereof or the exercise of any other power or right. The rights and remedies hereunder of
the Administrative Agent, the L/C Issuer, the Lenders and of the holder or holders of any of the Obligations are cumulative to,
and not exclusive of, any rights or remedies which any of them would otherwise have.


 


Section 10.4.          Non-Business
Days. If the payment of any obligation or the performance of any covenant, duty or obligation hereunder becomes due and payable
on a day which is not a Business Day, the due date of such payment or performance shall be extended to the next succeeding Business
Day on which date such payment or performance shall be due and payable. In the case of any payment of principal falling due on
a day which is not a Business Day, interest on such principal amount shall continue to accrue during such extension at the rate
per annum then in effect, which accrued amount shall be due and payable on the next scheduled date for the payment of interest.


 




    	 	-112-	 



     


    

 


Section 10.5.          Survival
of Representations. All representations and warranties made herein or in any other Loan Document or in certificates given pursuant
hereto or thereto shall survive the execution and delivery of this Agreement and the other Loan Documents, and shall continue in
full force and effect with respect to the date as of which they were made as long as any Lender or the L/C Issuer has any Commitment
hereunder or any Obligations (other than contingent obligations not due and owing or Letters of Credit Cash Collateralized) remain
unpaid hereunder.


 


Section 10.6.          Survival
of Indemnities. All indemnities and other provisions relative to reimbursement to the Lenders and the L/C Issuer of amounts
sufficient to protect the yield of the Lenders and the L/C Issuer with respect to the Loans and Letters of Credit, including, but
not limited to, Sections 8.1, 8.4, 10.4 and 10.13, shall survive the termination of this Agreement and the other Loan Documents
and the payment of the Obligations (other than contingent obligations not due and owing or Letters of Credit Cash Collateralized).


 


Section 10.7.          Sharing
of Payments by Lenders. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment
in respect of any principal of or interest on any of its Loans or other Obligations hereunder resulting in such Lender receiving
payment of a proportion of the aggregate amount of its Loans and accrued interest thereon or other such Obligations greater than
its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the
Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and such other obligations
of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared
by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and
other amounts owing them; provided that:


 


(i)          if
any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations
shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and


 


(ii)         the
provisions of this Section 10.7 shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in
accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting
Lender), or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any
of its Loans or participations in Reimbursement Obligations to any assignee or participant, other than to any Loan Party (as to
which the provisions of this Section 10.7 shall apply).


 


Each Loan Party consents to the foregoing
and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to
the foregoing arrangements may exercise against each Loan Party rights of setoff and counterclaim with respect to such participation
as fully as if such Lender were a direct creditor of each Loan Party in the amount of such participation.


 




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Section 10.8.          Notices;
Effectiveness; Electronic Communication. (a) Notices Generally. Except in the case of notices and other communications
expressly permitted to be given by telephone (and except as provided in Section 10.8(b) below), all notices and other communications
provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered
mail or sent by facsimile or electronic mail as follows:


 


		(i)	if to any Loan Party:



 


Limbach Facility Services LLC


13261 Mid Atlantic Blvd


Laurel, MD 20708


Attention:           John T. Jordan, Jr.


Telephone:         (301) 623-4799


Facsimile:           (412) 359-2287


Email:                  john.jordan@limbachinc.com


 


with a copy (which shall not
constitute notice to):


 


Honigman Miller Schwartz and Cohn LLP


2290 First National Building


660 Woodward Avenue


Detroit, MI 48226


Attention:           Joshua Opperer


Telephone:         (313) 465-7456


Facsimile:           (313) 465-7457


 


		(ii)	if to the Administrative Agent, the Swing Line Lender
or the L/C Issuer:



 


Fifth Third Bank


Fifth Third Center


38 Fountain Square Plaza


Cincinnati, Ohio 45263


Attention:           Loan Syndications/Judy Huls


Telephone:         (513) 534-4224


Facsimile:           (513) 534-0875


Email:                  judy.huls@53.com


 


		(iii)	if to a Lender (other than the Swing Line Lender), to
it at its address (or facsimile number) set forth in its Administrative Questionnaire.



 


Notices sent by hand or overnight courier
service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by facsimile
shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be
deemed to have been given at the opening of business on the next business day for the recipient). Notices delivered through electronic
communications, to the extent provided in Section 10.8(b) below, shall be effective as provided in said Section 10.8(b).


 




    	 	-114-	 



     


    

 


(b)           Electronic Communications.
Notices and other communications to the Lenders and the L/C Issuer hereunder may be delivered or furnished by electronic communication
(including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided
that the foregoing shall not apply to notices to any Lender or the L/C Issuer pursuant to Section 2.3(f), Section 2.5 or Section
2.11 if such Lender or the L/C Issuer, as applicable, has notified the Administrative Agent that it is incapable of receiving notices
under such respective Section by electronic communication. The Administrative Agent or the Borrower may, in its discretion, agree
to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it,
provided that approval of such procedures may be limited to particular notices or communications.


 


Unless the Administrative
Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the
sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested”
function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications posted to an Internet
or intranet website shall be deemed received upon the deemed receipt by the intended recipient, at its e-mail address as described
in the foregoing clause (i), of notification that such notice or communication is available and identifying the website address
therefore, provided that, for both clauses (i) and (ii) above, if such notice, email or other communication is not sent
during the normal business hours of the recipient, such notice, email or communication shall be deemed to have been sent at the
opening of business on the next business day for the recipient.


 


(c)          Change
of Address, Etc. Any party hereto may change its address or facsimile number for notices and other communications hereunder
by written notice to the other parties hereto. In addition, each Lender agrees to notify the Administrative Agent from time to
time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, facsimile
number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for
such Lender.


 


(d)          Platform.


 


(i)          Each
Loan Party agrees that the Administrative Agent may, but is not obligated to, make the Communications (as defined below) available
to the L/C Issuer and the Lenders by posting the Communications on Debt Domain, Intralinks, Syndtrak or a substantially similar
electronic transmission system (the “Platform”).


 




    	 	-115-	 



     


    

 


(ii)         The
Platform is provided “as is” and “as available.” The Administrative Agent and its Related Parties do not
warrant the adequacy of the Platform and expressly disclaim liability for errors or omissions in the Communications. No warranty
of any kind, express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement
of third-party rights or freedom from viruses or other code defects, is made by the Administrative Agent or any of its Related
Parties in connection with the Communications or the Platform. In no event shall the Administrative Agent or any of its Related
Parties have any liability to the Loan Parties or any of their Subsidiaries, any Lender or any other Person or entity for damages
of any kind, including direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract
or otherwise) arising out of any Loan Party’s or the Administrative Agent’s transmission of Communications through
the Platform. “Communications” means, collectively, any notice, demand, communication, information, document
or other material that any Loan Party provides to the Administrative Agent pursuant to any Loan Document or the transactions contemplated
therein which is distributed to the Administrative Agent, and Lender or the L/C Issuer by means of electronic communications pursuant
to this Section, including through the Platform.


 


Section 10.9.          Successors
and Assigns; Assignments and Participations.  (a)  Successors and Assigns Generally. The provisions
of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns
permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations under any Loan
Document without the prior written consent of the Administrative Agent and each Lender, and no Lender may assign or otherwise transfer
any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of Section
10.9(b) below, (ii) by way of participation in accordance with the provisions of Section 10.9(d) below or (iii) by way
of pledge or assignment of a security interest subject to the restrictions of Section 10.9(f) below (and any other attempted assignment
or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to
confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to
the extent provided in Section 10.9(d) below and, to the extent expressly contemplated hereby, the Related Parties of each of the
Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.


 


(b)          Assignments
by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations
under this Agreement (including all or a portion of its Commitment(s) and the Loans at the time owing to it); provided that
(in each instance with respect to any Credit) any such assignment shall be subject to the following conditions:


 


(i)          Minimum
Amounts.


 


(A)         In
the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment(s) and/or the Loans at the
time owing to it (in each instance with respect to any Credit) or contemporaneous assignments to related Approved Funds that equal
at least the amount specified in Section 10.9(b)(i)(B) below in the aggregate or in the case of an assignment to a Lender,
an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned;


 




    	 	-116-	 



     


    

 


(B)         
In any case of an assignment not described in Section 10.9(b)(i)(A) above, the aggregate amount of the Commitment(s) (which
for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding
balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption
with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in
the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000, in the case of any assignment in respect
of the Revolving Credit, or $1,000,000, in the case of any assignment in respect of the Term Credit, unless each of the Administrative
Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not
to be unreasonably withheld or delayed).


 


(ii)         Proportionate
Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s
rights and obligations under this Agreement with respect to the Loan or the Commitment assigned, except that this clause (ii)
shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Credits on a non-pro
rata basis.


 


(iii)        Required
Consents. No consent shall be required for any assignment except to the extent required by Section 10.9(b)(i)(B) above and,
in addition:


 


(A)         the
consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default
has occurred and is continuing at the time of such assignment, or (y) such assignment is to a Lender, an Affiliate of a Lender
or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall
object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof;


 


(B)         the
consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed, or conditioned) shall be required for
assignments in respect of (i) the Revolving Credit or any unfunded Commitments with respect to the Term Loans if such assignment
is to a Person that is not a Lender with a Commitment in respect of such Credit, an Affiliate of such Lender or an Approved Fund
with respect to such Lender, or (ii) any Term Loans to a Person who is not a Lender, an Affiliate of a Lender or an Approved Fund;


 


(C)         the
consent of the L/C Issuer and the Swing Line Lender shall be required for any assignment in respect of the Revolving Credit.


 


(iv)        Assignment
and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption,
together with a processing and recordation fee of $3,500; provided that the Administrative Agent may, in its sole discretion,
elect to waive such processing and recordation fee in the case of any assignment. The Eligible Assignee, if it shall not be a Lender,
an Affiliate of a Lender, or an Approved Fund with respect to a Lender, shall deliver to the Administrative Agent an Administrative
Questionnaire.


 




    	 	-117-	 



     


    

 


(v)         No
Assignment to Certain Persons. No Lender shall assign any of its rights or obligations hereunder to (A) the Borrower or any
of the Borrower’s Affiliates or Subsidiaries, (B) any Defaulting Lender or any of its Subsidiaries, or (C) any Person who,
upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (v).


 


(vi)        No
Assignment to Natural Persons. No such assignment shall be made to a natural person.


 


(vii)       Certain
Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such
assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the
assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution
thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other
compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata
share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor
hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to
the Administrative Agent, the L/C Issuer, or any Lender hereunder (and interest accrued thereon), and (y) acquire (and fund
as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swing Loans in accordance
with its Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting
Lender hereunder shall become effective under applicable law without compliance with the provisions of this clause (vii), then
the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance
occurs.


 


Subject to acceptance and recording thereof
by the Administrative Agent pursuant to Section 10.9(c), from and after the effective date specified in each Assignment and
Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by
such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder
shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement
(and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this
Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 8.1,
8.4, 10.1 and 10.12 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided
that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute
a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Any assignment
or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated
for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section
10.9(d) below.


 




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(c)          Register.
The Administrative Agent, acting solely for this purpose as an agent of the Borrower (such agency being solely for tax purposes),
shall maintain a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses
of the Lenders, and the Commitment(s) of, and principal amounts (and stated interest) of the Loans owing to, each Lender pursuant
to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent
manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the
Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available
for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.


 


(d)          Participations.
Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations
to any Person (other than a natural person or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a
“Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including
all or a portion of its Commitment(s) and/or the Loans owing to it); provided that (i) such Lender’s obligations
under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto
for the performance of such obligations and (iii) the Borrower, the Administrative Agent and the Lenders and L/C Issuer
shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under
this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.12(c) with respect
to any payments made by such Lender to its Participant(s).


 


Any agreement or instrument
pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this
Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement
or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification
or waiver described in Section 10.10(i) and (ii) that affects such Participant. The Borrower agrees that each Participant
shall be entitled to the benefits of Sections 8.1, 8.4, and 10.1 (subject to the requirements and limitations therein, including
the requirements under Section 10.1(g) (it being understood that the documentation required under Section 10.1(g) shall be delivered
to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to
Section 10.9(b) above; provided that such Participant (A) agrees to be subject to the provisions of Section 10.2 as
if it were an assignee under Section 10.2(b) above; and (B) shall not be entitled to receive any greater payment under Section 8.4
or Section 10.1, with respect to any participation, than its participating Lender would have been entitled to receive, except
to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired
the applicable participation. Each Lender that sells a participation agrees, at the Borrower's request and expense, to use reasonable
efforts to cooperate with the Borrower to effectuate the provisions of Section 10.2(b) with respect to any Participant. To
the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.13 as though it
were a Lender; provided that such Participant agrees to be subject to Section 10.7 as though it were a Lender. Each
Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which
it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s
interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided
that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of
any Participant or any information relating to a Participant’s interest in any Commitments, Loans, Letters of Credit or its
other Obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that
such Commitment, Loan, Letter of Credit or other Obligation is in registered form under Section 5f.103-1(c) of the United States
Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall
treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this
Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as
Administrative Agent) shall have no responsibility for maintaining a Participant Register.


 




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(e)          Certain
Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement
to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided
that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee
or assignee for such Lender as a party hereto.


 


(f)          Electronic
Execution of Assignments. The words “execution,” “signed,” “signature,” and words of like
import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic
form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of
a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the
Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act or
any other similar state laws based on the Uniform Electronic Transactions Act.


 


(g)          Notwithstanding
anything to the contrary herein, if at any time the Administrative Agent assigns all of its Revolving Credit Commitments and Revolving
Loans pursuant to subsection (b) above, the Administrative Agent may terminate the Swing Line. In the event of such termination
of the Swing Line, the Borrower shall be entitled to appoint another Lender to act as the successor Lender of Swing Loans hereunder
(with such Lender’s consent); provided, however, that the failure of the Borrower to appoint a successor shall not
affect the resignation of the Administrative Agent as the Swing Line Lender. If the Administrative Agent terminates the Swing Line,
it shall retain all of the rights of the maker of Swing Loans provided hereunder with respect to Swing Loans made by it and outstanding
as of the effective date of such termination, including the right to require Lenders to make Revolving Loans or fund participations
in outstanding Swing Loans pursuant to Section 2.11. Notwithstanding anything to the contrary herein, if at any time the Administrative
Agent assigns all of its Revolving Credit Commitments and Revolving Loans pursuant to subsection (b) above, the Administrative
Agent may terminate its commitment pursuant to Section 2.3(a) to issue Letters of Credit. In the event of such termination
of the Administrative Agent’s commitment to issue Letters of Credit pursuant to Section 2.3(a), the Borrower shall be entitled
to appoint another Lender to act as the successor L/C Issuer hereunder (with such Lender’s consent); provided, however,
that the failure of the Borrower to appoint a successor shall not affect the resignation of the Administrative Agent as the L/C
Issuer. If the Administrative Agent terminates its commitment to issue Letters of Credit pursuant to Section 2.3(a), it shall retain
all of the rights of the L/C Issuer hereunder with respect to Letters of Credit made by it and outstanding as of the effective
date of such termination, including the right to require Participating Lenders to fund their Participating Interests in such Letters
of Credit pursuant to Section 2.3(d).


 




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Section 10.10.         Amendments.
 Any provision of this Agreement or the other Loan Documents may be amended or waived if, but only if, such amendment or waiver
is in writing and is signed by (a) the Borrower, (b) the Required Lenders (or the Administrative Agent with the consent of the
Required Lenders), (c) if the rights or duties of the Administrative Agent are affected thereby, the Administrative Agent, (d)
if the rights or duties of the L/C Issuer are affected thereby, the L/C Issuer, and (e) if the rights and duties of the Swing Line
Lender are affected thereby, the Swing Line Lender; provided that:


 


(i)          no
amendment or waiver pursuant to this Section 10.10 shall (A) increase or extend any Commitment of any Lender without
the consent of such Lender, (B) reduce or waive the amount of or postpone the date for any scheduled payment (but not including
any mandatory prepayment) of any principal of or interest on any Loan or of any Reimbursement Obligation (except in connection
with the waiver of acceptability of any post-default increase in interest rates (which waiver shall be effective with the consent
of the Required Lenders)) or of any fee payable hereunder without the consent of the Lender to which such payment is owing or which
has committed to make such Loan or Letter of Credit (or participate therein) hereunder or (C) change the application of payments
set forth in Section 2.9 without the consent of any Lender adversely affected thereby;


 


(ii)         no
amendment or waiver pursuant to this Section 10.10 shall, unless signed by each Lender, increase the aggregate Commitments
of the Lenders, change the definitions of Revolving Credit Termination Date or Required Lenders, change the provisions of this
Section 10.10, release any material Guarantor or all or substantially all of the Collateral (except as otherwise provided for in
the Loan Documents), affect the number of Lenders required to take any action hereunder or under any other Loan Document, or change
or waive any provision of any Loan Document that provides for the pro rata nature of disbursements or payments to Lenders;
and


 


(iii)        in
addition to the other requirements of this Section 10.10, no amendment to Section 11 shall be made without the consent of the Guarantor(s)
affected thereby.


 




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Notwithstanding anything to the contrary
herein, (i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except
that the Commitments of such Lender may not be increased or extended without the consent of such Lender, (ii) any provision of
this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative
Agent if (A) by the terms of such agreement the Commitment of each Lender not consenting to the amendment provided for therein
shall terminate upon the effectiveness of such amendment and (B) at the time such amendment becomes effective, each Lender not
consenting thereto receives payment (including pursuant to an assignment to a replacement Lender in accordance with the terms herein)
in full of the principal of and interest accrued on each Loan made by it and all other Obligations owing to it or accrued for its
account under this Agreement, (iii) the Collateral Documents and related documents executed by the Loan Parties in connection
with this Agreement may be in a form reasonably determined by the Administrative Agent and may be amended, modified, supplemented
and waived with the consent of the Administrative Agent and the Borrower without the need to obtain the consent of any other Person
if such amendment, modification, supplement or waiver is delivered in order (A) to comply with local Legal Requirements (including
any foreign law or regulatory requirement) or advice of local counsel, or (B) to cause such Collateral Document or other document
to be consistent with this Agreement and the other Loan Documents and (iv) if following the Closing Date, the Administrative Agent
and the Borrower shall have jointly identified an ambiguity, inconsistency, obvious error, or mistake or any error, mistake or
omission of a technical or immaterial nature, in each case, in any provision of the Loan Documents (other than the Collateral Documents),
then the Administrative Agent and the Borrower shall be permitted to amend such provision and such amendment shall become effective
without any further action or consent of any other party to any Loan Documents if the same is not objected to in writing by the
Required Lenders within five (5) Business Days following receipt of notice thereof.


 


Section 10.11.         Headings.
Section headings used in this Agreement are for reference only and shall not affect the construction of this Agreement.


 


Section 10.12.         Expenses;
Indemnity; Damage Waiver. (a) Costs and Expenses. The Borrower shall pay (i) all reasonable out-of-pocket
expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel
for the Administrative Agent), in connection with the syndication of the Credits, the preparation, negotiation, execution, delivery
and administration of this Agreement and the other Loan Documents, or any amendments, modifications or waivers of the provisions
hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable
out-of-pocket expenses incurred by the L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter
of Credit or any demand for payment thereunder, and (iii) all out-of-pocket expenses incurred by the Administrative Agent,
any Lender, or the L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender
or the L/C Issuer), in connection with any Default or Event of Default hereunder or with the enforcement or protection of its rights
(including all such expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving any Loan
Party or any of its Subsidiaries as a debtor thereunder) (A) in connection with this Agreement and the other Loan Documents,
including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including
all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters
of Credit.


 




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(b)          Indemnification
by the Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the L/C
Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”)
against, and hold each Indemnitee harmless from, any and all Damages (including the fees, charges and disbursements of any counsel
for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or any
Guarantor) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the
execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby,
the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions
contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including
any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with
such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged violation of Environmental
Laws, the presence, Release or threatened Release of Hazardous Materials on or from any property owned or operated by the Borrower
or any of its Subsidiaries or at any off-site location for which the Borrower or any of its Subsidiaries may be liable, or any
Environmental Claim related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim,
litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory,
whether brought by a third party or by the Borrower or any Guarantor, and regardless of whether any Indemnitee is a party thereto,
provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages,
liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment
to have resulted from the gross negligence or willful misconduct of such Indemnitee, or (y) result from a claim brought by
the Borrower or any Guarantor against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or
under any other Loan Document, if the Borrower or such Guarantor has obtained a final and nonappealable judgment in its favor on
such claim as determined by a court of competent jurisdiction. This Section 10.12(b) shall not apply with respect to Taxes other
than any Taxes that represent losses or damages arising from any claim not related to any such Taxes.


 


(c)          Reimbursement
by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under Sections 10.12(a)
or (b) to be paid by it to the Administrative Agent (or any sub-agent thereof), Swing Line Lender, the L/C Issuer or any Related
Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C
Issuer, or such Related Party, as the case may be, such Lender’s Percentage (determined as of the time that the applicable
unreimbursed expense or indemnity payment is sought) of such unpaid amount (including any such unpaid amount in respect of a claim
asserted by such Lender), provided that with respect to such unpaid amounts owed to the L/C Issuer or Swing Line Lender
solely in its capacity as such, the Lenders shall be required to pay such unpaid amounts severally among them based on their Revolver
Percentages (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided,
further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may
be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Swing Line Lender in its capacity
as such, or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative
Agent (or any such sub-agent) or the L/C Issuer in connection with such capacity. The obligations of the Lenders under this Section
10.12(c) are several and not joint. The Administrative Agent shall be entitled to offset amounts received for the account of a
Lender under this Agreement against unpaid amounts due from such Lender to the Administrative Agent hereunder (whether as fundings
of participations, indemnities or otherwise), but shall not be entitled to offset against amounts owed to the Administrative Agent
by any Lender arising outside of this Agreement and the other Loan Documents.


 




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(d)          Waiver
of Consequential Damages, Etc. To the fullest extent permitted by applicable law, the Borrower shall not assert, and hereby
waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages
(as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan
Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter
of Credit, or the use of the proceeds thereof. No Indemnitee shall be liable for any damages arising from the use by unintended
recipients of any information or other materials distributed by it through telecommunications, electronic or other information
transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby.


 


(e)          Payments.
All amounts due under this Section shall be payable promptly after demand therefor.


 


(f)          Survival.
The obligations of the Borrower under this Section shall survive the termination of this Agreement and the payment of Obligations
hereunder.


 


Section 10.13.         Set-off.
If an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer, and each of their respective Affiliates
is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply
any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, and other
obligations (in whatever currency) at any time owing, by such Lender, the L/C Issuer or any such Affiliate, to or for the credit
or the account of any Loan Party against any and all of the obligations of such Loan Party now or hereafter existing under this
Agreement or any other Loan Document to such Lender or the L/C Issuer or their respective Affiliates, irrespective of whether or
not such Lender, L/C Issuer or Affiliate shall have made any demand under this Agreement or any other Loan Document and although
such obligations of such Loan Party may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender
or L/C Issuer different from the branch, office or Affiliate holding such deposit or obligated on such Indebtedness; provided
that in the event that any Defaulting Lender shall exercise any such right of setoff, (a) all amounts so set off shall be paid
over immediately to the Administrative Agent for further application in accordance with the provisions of Section 8.6 and, pending
such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the
Administrative Agent, the L/C Issuer, and the Lenders, and (b) the Defaulting Lender shall provide promptly to the Administrative
Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such
right of setoff. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to
other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may
have. Each Lender and the L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff
and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.


 




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Section 10.14.         Governing
Law; Jurisdiction; Etc.  (a) Governing
Law. This Agreement and the other Loan Documents and any claims, controversy, dispute,
or cause of action (whether in contract or tort or otherwise) based on, arising out of, or relating to this Agreement or any other
Loan Document (except, as to any other Loan Document, as expressly set forth therein) and the transactions contemplated hereby
and thereby shall be governed by, and construed in accordance with, the law of the state of New York, without regard to conflicts
of law provisions (other than sections 5-1401 and 5-1402 of the New York General Obligations Law).


 


(b)          Jurisdiction.
Each Loan Party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind
or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, any Lender,
the L/C Issuer, or any Related Party of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions
relating hereto or thereto, in each case in any forum other than the courts of the State of New York sitting in New York
County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof,
and each of the parties hereto irrevocably and unconditionally submits to the non-exclusive jurisdiction of such courts
and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York
State court or, to the fullest extent permitted by applicable law, in such federal court. Each of the parties hereto agrees
that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions
by suit on the judgment or in any other manner provided by applicable Legal Requirements. Nothing in this Agreement or in any other
Loan Document shall affect any right that the Administrative Agent, any Lender or any L/C Issuer may otherwise have to bring any
action or proceeding relating to this Agreement or any other Loan Document against any Loan Party or its properties in the courts
of any jurisdiction.


 


(c)          Waiver
of Venue. Each Loan Party irrevocably and unconditionally waives, to the fullest extent permitted by applicable Legal Requirements,
any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to
this Agreement or any other Loan Document in any court referred to in Section 10.14(b) above. Each of the parties hereto hereby
irrevocably waives, to the fullest extent permitted by applicable Legal Requirements, the defense of an inconvenient forum to the
maintenance of such action or proceeding in any such court.


 


(d)          Service
of Process. Each party hereto irrevocably consents to service of process in any action or proceeding arising out of or relating
to any Loan Document, the manner provided for notices (other than telecopy or email) in Section 10.8. Nothing in this Agreement
or any other Loan Document will affect the right of any party hereto to serve process in any other manner permitted by applicable
Legal Requirements.


 




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Section 10.15.         Severability
of Provisions Any provision of any Loan Document which is unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such unenforceability without invalidating the remaining provisions hereof or affecting the validity
or enforceability of such provision in any other jurisdiction. All rights, remedies and powers provided in this Agreement and the
other Loan Documents may be exercised only to the extent that the exercise thereof does not violate any applicable mandatory provisions
of law, and all the provisions of this Agreement and other Loan Documents are intended to be subject to all applicable mandatory
provisions of law which may be controlling and to be limited to the extent necessary so that they will not render this Agreement
or the other Loan Documents invalid or unenforceable.


 


Section 10.16.         Excess
Interest. Notwithstanding any provision to the contrary contained herein or in any other Loan Document, no such provision shall
require the payment or permit the collection of any amount of interest in excess of the maximum amount of interest permitted by
applicable law to be charged for the use or detention, or the forbearance in the collection, of all or any portion of the Loans
or other obligations outstanding under this Agreement or any other Loan Document (“Excess Interest”). If any
Excess Interest is provided for, or is adjudicated to be provided for, herein or in any other Loan Document, then in such event
(a) the provisions of this Section shall govern and control, (b) no Loan Party nor any endorser shall be obligated to
pay any Excess Interest, (c) any Excess Interest that the Administrative Agent or any Lender may have received hereunder shall,
at the option of the Administrative Agent, be (i) applied as a credit against the then outstanding principal amount of Obligations
hereunder and accrued and unpaid interest thereon (not to exceed the maximum amount permitted by applicable law), (ii) refunded
to the Borrower, or (iii) any combination of the foregoing, (d) the interest rate payable hereunder or under any other
Loan Document shall be automatically subject to reduction to the maximum lawful contract rate allowed under applicable usury laws
(the “Maximum Rate”), and this Agreement and the other Loan Documents shall be deemed to have been, and shall
be, reformed and modified to reflect such reduction in the relevant interest rate, and (e) No Loan Party nor any endorser
shall have any action against the Administrative Agent or any Lender for any Damages whatsoever arising out of the payment or collection
of any Excess Interest. Notwithstanding the foregoing, if for any period of time interest on any of Borrower’s Obligations
is calculated at the Maximum Rate rather than the applicable rate under this Agreement, and thereafter such applicable rate becomes
less than the Maximum Rate, the rate of interest payable on the Borrower’s Obligations shall remain at the Maximum Rate until
the Lenders have received the amount of interest which such Lenders would have received during such period on the Borrower’s
Obligations had the rate of interest not been limited to the Maximum Rate during such period.


 


Section 10.17.         Construction.
The parties acknowledge and agree that the Loan Documents shall not be construed more favorably in favor of any party hereto based
upon which party drafted the same, it being acknowledged that all parties hereto contributed substantially to the negotiation of
the Loan Documents. The provisions of this Agreement relating to Subsidiaries and to Guarantors, respectively, shall apply only
during such times as the Borrower has one or more Subsidiaries and as there are one or more Guarantors, respectively. Nothing contained
herein shall be deemed or construed to permit any act or omission which is prohibited by the terms of any Collateral Document,
the covenants and agreements contained herein being in addition to and not in substitution for the covenants and agreements contained
in the Collateral Documents.


 




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Section 10.18.         Lender’s
and L/C Issuer’s Obligations Several. The obligations of the Lenders and the L/C Issuer hereunder are several and not
joint. Nothing contained in this Agreement and no action taken by the Lenders or the L/C Issuer pursuant hereto shall be deemed
to constitute the Lenders and the L/C Issuer a partnership, association, joint venture or other entity.


 


Section 10.19.         USA
Patriot Act. Each Lender hereby notifies the Borrower that pursuant to the requirements of the Patriot Act it is required to
obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower
and other information that will allow such Lender and L/C Issuer to identify the Borrower in accordance with the Patriot Act.


 


Section 10.20.         Waiver
of Jury Trial. Each of the Loan Parties, the Administrative Agent, the L/C Issuer and
the Lenders hereby irrevocably waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury
in any legal proceeding directly or indirectly arising out of or relating to this Agreement or any other Loan Document or the transactions
contemplated hereby or thereby (whether based on contract, tort or any other theory). Each party hereto (a) certifies that
no representative, agent or attorney of any other person has represented, expressly or otherwise, that such other person would
not, in the event of litigation, seek to enforce the foregoing waiver and (b) acknowledges that it and the other parties hereto
have been induced to enter into this Agreement and the other Loan Documents by, among other things, the mutual waivers and certifications
in this section.


 


Section 10.21.         Treatment
of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuer agrees to maintain
the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates
and to its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential
nature of such Information and instructed to keep such Information confidential), (b) to the extent required or requested
by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory
authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or
regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise
of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other
Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially
the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant
in, any of its rights and obligations under this Agreement, provided that such assignee or Participant is subject to the
provisions of this Section 10.21 or (ii) any actual or prospective party (or its Related Parties) to any Hedge Agreement under
which payments are to be made by reference to the Borrower and its obligations, this Agreement or payments hereunder, (g) on
a confidential basis to (i) any rating agency in connection with rating the Loan Parties or the Credits or (ii) the CUSIP Service
Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the Credits, (h) with
the consent of the Borrower, or (i) to the extent such Information (A) becomes publicly available other than as a result
of a breach of this Section or (B) becomes available to the Administrative Agent, any Lender, the L/C Issuer or any of their
respective Affiliates on a nonconfidential basis from a source other than the Borrower. In addition, the Administrative Agent and
the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar
service providers to the lending industry and service providers to the Administrative Agent and the Lenders in connection with
the administration of this Agreement, the other Loan Documents and the Commitments.


 




    	 	-127-	 



     


    

 


For purposes of this Section, “Information”
means all information received from any Loan Party relating to the Loan Parties or any of their respective businesses, other than
any such information that is available to the Administrative Agent, any Lender or the L/C Issuer on a nonconfidential basis prior
to disclosure by any Loan Party or any of its Subsidiaries, provided that, in the case of information received from any
Loan Party or any of its Subsidiaries after the date hereof, such information is clearly identified at the time of delivery as
confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered
to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality
of such Information as such Person would accord to its own confidential information.


 


Section 10.22.         Counterparts;
Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts),
each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement
and the other Loan Documents, and any separate letter agreements with respect to fees payable to the Administrative Agent, constitute
the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings,
oral or written, relating to the subject matter hereof. Except as provided in Section 3.2, this Agreement shall become effective
when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts
hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart
of a signature page of this Agreement by facsimile or in electronic (e.g. “pdf” or “tif”) format
shall be effective as delivery of a manually executed counterpart of this Agreement.


 


Section 10.23.         All
Powers Coupled with Interest. All powers of attorney and other authorizations granted to the Lenders, the Administrative Agent
and any Persons designated by the Administrative Agent or any Lender pursuant to any provisions of this Agreement or any of the
other Loan Documents shall be deemed coupled with an interest and shall be irrevocable so long as any Credit is available and until
the Facility Termination Date. All such powers of attorney shall be for security.


 




    	 	-128-	 



     


    

 


Section 11.         The
Guarantees.


 


Section 11.1.          The
Guarantees. To induce the Lenders and L/C Issuer to provide the credits described herein and in consideration of benefits
expected to accrue to the Borrower by reason of the Commitments and the Loans and for other good and valuable consideration, receipt
of which is hereby acknowledged, the Parent and each Subsidiary party hereto (including any Subsidiary executing an Additional
Guarantor Supplement substantially in the form attached hereto as Exhibit G or such other form reasonably acceptable to the
Administrative Agent) and the Borrower (as to the Secured Obligations of another Loan Party) hereby unconditionally and irrevocably
guarantees jointly and severally to the Administrative Agent, the Lenders, and the L/C Issuer and their Affiliates that are
parties to any document evidencing the Hedging Liability or Bank Product Liability, the due and punctual payment of all present
and future Secured Obligations, including, but not limited to, the due and punctual payment of principal of and interest on the
Loans, the Reimbursement Obligations, and the due and punctual payment of all other Obligations now or hereafter owed by the Borrower
under the Loan Documents and the due and punctual payment of all Hedging Liability and Bank Product Liability, in each case as
and when the same shall become due and payable, whether at stated maturity, by acceleration, or otherwise, according to the terms
hereof and thereof (including all interest, costs, fees, and charges after the entry of an order for relief against the Borrower
or such other obligor in a case under the United States Bankruptcy Code or any similar proceeding, whether or not such interest,
costs, fees and charges would be an allowed claim against the Borrower or any such obligor in any such proceeding); provided,
however that, with respect to any Guarantor, subject to Section 11.10, Hedging Liability guaranteed by such Guarantor
shall exclude all Excluded Swap Obligations. In case of failure by the Borrower or other obligor punctually to pay any Secured
Obligations guaranteed hereby, each Guarantor hereby unconditionally, jointly and severally agrees to make such payment or to cause
such payment to be made punctually as and when the same shall become due and payable, whether at stated maturity, by acceleration,
or otherwise, and as if such payment were made by the Borrower or such obligor.


 


Section 11.2.          Guarantee
Unconditional. The obligations of each Guarantor under this Section 11 shall be unconditional and absolute and, without
limiting the generality of the foregoing, shall not be released, discharged, or otherwise affected by:


 


(a)          any
extension, renewal, settlement, compromise, waiver, or release in respect of any obligation of any Loan Party or other obligor
or of any other guarantor under this Agreement or any other Loan Document or by operation of law or otherwise;


 


(b)          any
modification or amendment of or supplement to this Agreement or any other Loan Document or any agreement relating to Hedging Liability
or Bank Product Liability;


 


(c)          any
change in the corporate existence, structure, or ownership of, or any proceeding under any Debtor Relief Law affecting, the Borrower
or other obligor, any other guarantor, or any of their respective assets, or any resulting release or discharge of any obligation
of any Loan Party or other obligor or of any other guarantor contained in any Loan Document;


 




    	 	-129-	 



     


    

 


(d)          the
existence of any claim, set-off, or other rights which any Loan Party or other obligor or any other guarantor may have at any time
against the Administrative Agent, any Lender, the L/C Issuer or any other Person, whether or not arising in connection herewith;


 


(e)          any
failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies
against any Loan Party or other obligor, any other guarantor, or any other Person or Property;


 


(f)          any
application of any sums by rights of set-off, counterclaim, or similar rights to any obligation of any Loan Party or other obligor,
regardless of what obligations of any Loan Party or other obligor remain unpaid, including the Secured Obligations;


 


(g)          any
invalidity or unenforceability relating to or against any Loan Party or other obligor or any other guarantor for any reason of
this Agreement or of any other Loan Document or any agreement relating to Hedging Liability or Bank Product Liability or any provision
of applicable law or regulation purporting to prohibit the payment by any Loan Party or other obligor or any other guarantor of
the principal of or interest on any Loan or any Reimbursement Obligation or any other amount payable under the Loan Documents or
any agreement relating to Hedging Liability or Bank Product Liability; or


 


(h)          any
other act or omission to act or delay of any kind by the Administrative Agent, any Lender, the L/C Issuer, or any other Person
or any other circumstance whatsoever that might, but for the provisions of this clause (h), constitute a legal or equitable discharge
of the obligations of any Guarantor under this Section 11.


 


Section 11.3.          Discharge
Only upon Facility Termination Date; Reinstatement in Certain Circumstances. Each Guarantor’s obligations under this
Section 11 shall remain in full force and effect until the Facility Termination Date. If at any time any payment of the principal
of or interest on any Loan or any Reimbursement Obligation or any other amount payable by any Loan Party or other obligor or any
Guarantor under the Loan Documents or any agreement relating to Hedging Liability or Bank Product Liability is rescinded or must
be otherwise restored or returned upon the insolvency, bankruptcy, or reorganization of such Loan Party or other obligor or of
any guarantor, or otherwise, each Guarantor’s obligations under this Section 11 with respect to such payment shall be
reinstated at such time as though such payment had become due but had not been made at such time.


 


Section 11.4.          Subrogation.
Each Guarantor agrees it will not exercise any rights which it may acquire by way of subrogation, reimbursement or indemnification
by any payment made hereunder, or otherwise, until all the Secured Obligations (other than any contingent or indemnification obligations
not then due) shall have been paid in full or collateralized in a manner reasonably acceptable to the Lender or Affiliate of a
Lender to whom such obligations are owed subsequent to the termination of all the Commitments and expiration of all Letters of
Credit that are not Cash Collateralized pursuant to Section 4.5. If any amount shall be paid to a Guarantor on account of
such subrogation, reimbursement or indemnification rights at any time prior to the Facility Termination Date, such amount shall
be held in trust for the benefit of the Administrative Agent, the Lenders, and the L/C Issuer (and their Affiliates) and shall
forthwith be paid to the Administrative Agent for the benefit of the Lenders and L/C Issuer (and their Affiliates) or be credited
and applied upon the Secured Obligations, whether matured or unmatured, in accordance with the terms of this Agreement.


 




    	 	-130-	 



     


    

 


Section 11.5.          Subordination.
Each Guarantor hereby subordinates the payment of all indebtedness, obligations, and liabilities of the Borrower or any other Loan
Party owing to such Guarantor, whether now existing or hereafter arising, to the indefeasible payment in full in cash of all Secured
Obligations (other than any contingent obligations not due and owing and Letters of Credit Cash Collateralized). During the existence
of any Event of Default, subject to Section 11.4 above, any such indebtedness, obligation, or liability of the Borrower or
any other Loan Party owing to such Guarantor shall be enforced and performance received by such Guarantor as trustee for the benefit
of the holders of the Secured Obligations and the proceeds thereof shall be paid over to the Administrative Agent for application
to the Secured Obligations (whether or not then due), but without reducing or affecting in any manner the liability of such Guarantor
under this Section 11.


 


Section 11.6.          Waivers.
Each Guarantor irrevocably waives acceptance hereof, presentment, demand, protest, and any notice not provided for herein, as well
as any requirement that at any time any action be taken by the Administrative Agent, any Lender, the L/C Issuer, or any other
Person against the Borrower or any other Loan Party or other obligor, another guarantor, or any other Person.


 


Section 11.7.          Limit
on Recovery. Notwithstanding any other provision hereof, the right of recovery against each Guarantor under this Section 11
shall not exceed $1.00 less than the lowest amount which would render such Guarantor’s obligations under this Section 11
void or voidable under applicable law, including fraudulent conveyance law.


 


Section 11.8.          Stay
of Acceleration. If acceleration of the time for payment of any amount payable by the Borrower or other Loan Party or other
obligor under this Agreement or any other Loan Document, or under any agreement relating to Hedging Liability or Bank Product Liability,
is stayed upon the insolvency, bankruptcy or reorganization of the Borrower or such other Loan Party or obligor, all such amounts
otherwise subject to acceleration under the terms of this Agreement or the other Loan Documents, or under any agreement relating
to Hedging Liability or Bank Product Liability, shall nonetheless be payable by the Guarantors hereunder forthwith on demand by
the Administrative Agent made at the request or otherwise with the consent of the Required Lenders.


 


Section 11.9.          Benefit
to Guarantors. The Loan Parties are engaged in related businesses and integrated to such an extent that the financial strength
and flexibility of the Borrower and the other Loan Parties has a direct impact on the success of each Guarantor. Each Guarantor
will derive substantial direct and indirect benefit from the extensions of credit hereunder, and each Guarantor acknowledges that
this guarantee is necessary or convenient to the conduct, promotion and attainment of its business.


 




    	 	-131-	 



     


    

 


Section 11.10.         Keepwell.
Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such
funds or other support as may be needed from time to time by each other Guarantor to honor all of its obligations under this Section
11 in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under
this Section 11.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under
this Section 11.10, or otherwise under this Section, voidable under applicable Legal Requirements relating to fraudulent conveyance
or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 11.10
shall remain in full force and effect until discharged in accordance with Section 11.3. Each Qualified ECP Guarantor intends
that this Section 11.10 constitute, and this Section 11.10 shall be deemed to constitute, a “keepwell, support, or other
agreement” for the benefit of each other Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange
Act.


 


Section 11.11.         Guarantor
Covenants. Each Guarantor shall take such action as the Borrower is required by this Agreement to cause such Guarantor to take,
and shall refrain from taking such action as the Borrower is required by this Agreement to prohibit such Guarantor from taking.


 


[Signature
Pages to Follow]


 




    	 	-132-	 



     


    

 


This Agreement is entered
into between us for the uses and purposes hereinabove set forth as of the date first above written.





 


[Signature Page to Credit Agreement]



 




    	 	S-1	 



     


    

 


	 	“Borrower”
	 	 
	 	Limbach Facility Services LLC
	 	 	 
	 	By	/s/ John T. Jordan Jr.
	 	 	Name	John T. Jordan Jr.
	 	 	Title	Executive Vice President, Chief Financial Officer and Treasurer
	 	 
	 	“Guarantors”
	 	 
	 	Limbach Holdings LLC
	 	 	 
	 	By	/s/ John T. Jordan Jr.
	 	 	Name	John T. Jordan Jr.
	 	 	Title	Executive Vice President, Chief Financial Officer and Treasurer
	 	 
	 	Limbach Company LLC
	 	 	 
	 	By	/s/ John T. Jordan Jr.
	 	 	Name	John T. Jordan Jr.
	 	 	Title	Executive Vice President, Chief Financial Officer and Treasurer
	 	 
	 	Harper Limbach LLC
	 	 	 
	 	By	/s/ John T. Jordan Jr.
	 	 	Name	John T. Jordan Jr.
	 	 	Title	Executive Vice President and Treasurer
	 	 
	 	Limbach Company LP
	 	 	 
	 	By	/s/ John T. Jordan Jr.
	 	 	Name	John T. Jordan Jr.
	 	 	Title	Executive Vice President, Chief Financial Officer and Treasurer


 


[Signature Page to Credit Agreement]


 




    	 	S-2	 



     


    

 


	 	Harper Limbach Construction LLC
	 	 	 
	 	By	/s/ John T. Jordan Jr.
	 	 	Name	John T. Jordan Jr.
	 	 	Title	Executive Vice President and Treasurer


 


[Signature Page to Credit Agreement]


 




    	 	S-3	 



     


    

 


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


 


[Signature Page to Credit Agreement]


 




    	 	S-4	 



     


    

 


	 	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 Credit Agreement]


 




    	 	S-5	 



     


    

 


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


 


[Signature Page to Credit Agreement]


 




    	 	S-6	 



     


    

 


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


 


[Signature Page to Credit Agreement]


 




    	 	S-7	 



     


    

 


Exhibit A


 


Notice
of Payment Request


 


Date:  __________, 20__


 


		To:	[Name of Lender]



[Address]


 


Attention:


 


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. [The Borrower
has failed to pay its Reimbursement Obligation in the amount of $__________. Your Revolver Percentage of the unpaid Reimbursement
Obligation is $_____________] or [__________________________ has been required to return a payment by the Borrower of a Reimbursement
Obligation in the amount of $_______________. Your Revolver Percentage of the returned Reimbursement Obligation is $_______________.]


 


	 	Very truly yours,
	 	 
	 	Fifth Third Bank, as L/C Issuer
	 	 	 
	 	By	 
	 	 	Name	 
	 	 	Title	 


 




     


     


    

 


Exhibit B


 


Notice
of Borrowing


 


Date:  __________, 20__


 


		To:	Fifth Third Bank, as Administrative

                                                                                Agent under, and the Lenders party to,

                                                                                the Credit Agreement described below




 


Ladies and Gentlemen:


 


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. The Borrower hereby
gives you notice irrevocably, pursuant to Section 2.5 of the Credit Agreement, of the Borrowing specified below:


 


1.          The
Business Day of the proposed Borrowing is ___________, 20___.


 


2.          The
aggregate amount of the proposed Borrowing is $______________.


 


3.          The
Borrowing is being advanced under the [Revolving] [Term] Credit.


 


4.          The
Borrowing is to be comprised of $___________ of [Base Rate] [Eurodollar] Loans.


 


[5.          The
duration of the Interest Period for the Eurodollar Loans included in the Borrowing shall be ____________ months.]


 


The Borrower hereby
certifies that the following statements are true on the date hereof, and will be true on the date of the proposed Borrowing, before
and after giving effect thereto and to the application of the proceeds therefrom:


 


(a)          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); and


 




     


     


    

 


(b)          no
Default or Event of Default has occurred and is continuing or would result from such proposed Borrowing.


 


	 	Limbach Facility Services LLC
	 	 	 
	 	By	 
	 	 	Name	 
	 	 	Title	 


 


[Signature Page to Notice of Borrowing]


 




     


     


    

 


Exhibit C


 


Notice
of Continuation/Conversion


 


Date: ____________, 20__


 


		To:	Fifth Third Bank, as Administrative

                                                                                Agent under, and the Lenders party to,

                                                                                the Credit Agreement described below




 


Ladies and Gentlemen:


 


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. The Borrower hereby gives you notice irrevocably,
pursuant to Section 2.5 of the Credit Agreement, of the [conversion] [continuation] of the Loans specified herein,
that:


 


1.          The
conversion/continuation date is __________, ____.


 


2.          The
aggregate amount of the [Revolving] [Term] Loans to be [converted] [continued] is $______________.


 


3.          The
Loans are to be [converted into] [continued as] [Eurodollar] [Base Rate] Loans.


 


4.          [If
applicable:] The duration of the Interest Period for the [Revolving] [Term] Loans included in the [conversion] [continuation]
shall be _________ months.


 


The Borrower hereby
certifies that the following statements are true on the date hereof, and will be true on the proposed conversion/continuation date,
before and after giving effect thereto and to the application of the proceeds therefrom:


 


(a)          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); provided, however, that the Borrower does not make the foregoing certification with respect to
the conversion of an outstanding Eurodollar Loan to a Base Rate Loan; and


 




     


     


    

 


(b)          no
Default or Event of Default has occurred and is continuing, or would result from such proposed [conversion] [continuation].


 


	 	Limbach Facility Services LLC
	 	 	 
	 	By	 
	 	 	Name	 
	 	 	Title	 


 


[Signature Page to Notice of Continuation/Conversion]


 




     


     


    

 


Exhibit D-1


 


Term
Note


 


	$_______________	____________, 20__


 


For
Value Received, the undersigned, Limbach
Facility Services LLC, a Delaware limited liability company (the “Borrower”), hereby unconditionally
promises to pay to _________________________ (the “Lender”) or its registered assigns at the principal office
of Fifth Third Bank, an Ohio banking corporation, as Administrative Agent, in Cincinnati, Ohio (or such other location as the Administrative
Agent may designate to the Borrower), in immediately available funds, the principal sum of ___________________ Dollars ($__________)
or, if less, the aggregate unpaid principal amount of the Term Loan made or maintained by the Lender to the Borrower pursuant to
the Credit Agreement, in installments in the amounts called for by Section 2.7(a) of the Credit Agreement, commencing on September
30, 2016, together with interest on the principal amount of such Term Loan from time to time outstanding hereunder at the rates,
and payable in the manner and on the dates, specified in the Credit Agreement.


 


This Term Note (this
“Note”) is one of the Term Notes referred to in the Credit Agreement dated as of July 20, 2016, among 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”),
and this Note and the holder hereof are entitled to all the benefits and security provided for thereby or referred to therein,
to which Credit Agreement reference is hereby made for a statement thereof. All defined terms used in this Note, except terms otherwise
defined herein, shall have the same meaning as in the Credit Agreement. This Note shall be governed by and construed in accordance
with the laws of the State of New York, without regard to conflicts of law provisions (other than Sections 5-1401 and 5-1402
of the New York General Obligations law).


 


Voluntary prepayments
may be made hereon, certain prepayments are required to be made hereon, and this Note may be declared due prior to the expressed
maturity hereof, all in the events, on the terms and in the manner as provided for in the Credit Agreement.


 


The Borrower hereby
waives demand, presentment, protest or notice of any kind hereunder.


 


	 	Limbach Facility Services LLC
	 	 	 
	 	By	 
	 	 	Name	 
	 	 	Title	 


 




     


     


    

 


Exhibit D-2


 


Revolving
Note


 


	$_______________	____________, 20__


 


For
Value Received, the undersigned, Limbach
Facility Services LLC, a Delaware limited liability company (the “Borrower”), hereby unconditionally
promises to pay to ____________________________ (the “Lender”) or its registered assigns, on the Revolving Credit
Termination Date of the hereinafter defined Credit Agreement, at the principal office of Fifth Third Bank, an Ohio banking corporation,
as Administrative Agent, in Cincinnati, Ohio (or such other location as the Administrative Agent may designate to the Borrower),
in immediately available funds, the principal sum of ___________________ Dollars ($__________) or, if less, the aggregate unpaid
principal amount of all Revolving Loans made by the Lender to the Borrower pursuant to the Credit Agreement, together with interest
on the principal amount of each Revolving Loan from time to time outstanding hereunder at the rates, and payable in the manner
and on the dates, specified in the Credit Agreement.


 


This Revolving Note
(this “Note”) is one of the Revolving Notes referred to in the Credit Agreement dated as of July 20, 2016, among
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”),
and this Note and the holder hereof are entitled to all the benefits and security provided for thereby or referred to therein,
to which Credit Agreement reference is hereby made for a statement thereof. All defined terms used in this Note, except terms otherwise
defined herein, shall have the same meaning as in the Credit Agreement. This Note shall be governed by and construed in accordance
with the laws of the State of New York, without regard to conflicts of law provisions (other than Sections 5-1401 and 5-1402 of
the New York General Obligations law).


 


Voluntary prepayments
may be made hereon, certain prepayments are required to be made hereon, and this Note may be declared due prior to the expressed
maturity hereof, all in the events, on the terms and in the manner as provided for in the Credit Agreement.


 


The Borrower hereby
waives demand, presentment, protest or notice of any kind hereunder.


 


	 	Limbach Facility Services LLC
	 	 
	 	By	 
	 	 	Name	 
	 	 	Title	 


 




     


     


    

 


Exhibit D-3


 


Swing
Note


 


	$_________	_________, 20__


 


For
Value Received, the undersigned, Limbach
Facility Services LLC, a Delaware limited liability company (the “Borrower”),
hereby unconditionally promises to pay to Fifth Third Bank, an Ohio banking corporation
(the “Lender”) or its registered assigns, on the Revolving Credit Termination Date of the hereinafter defined
Credit Agreement, at the principal office of Fifth Third Bank, an Ohio banking corporation, as Administrative Agent, in Cincinnati,
Ohio (or such other location as the Administrative Agent may designate to the Borrower), in immediately available funds, the principal
sum of ________________ Dollars ($____________) or, if less, the aggregate unpaid principal amount of all Swing Loans made by the
Lender to the Borrower pursuant to the Credit Agreement, together with interest on the principal amount of each Swing Loan from
time to time outstanding hereunder at the rates, and payable in the manner and on the dates, specified in the Credit Agreement.


 


This Swing Note (this
“Note”) is the Swing Note referred to in the Credit Agreement dated as of July 20, 2016, among 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”),
and this Note and the holder hereof are entitled to all the benefits and security provided for thereby or referred to therein,
to which Credit Agreement reference is hereby made for a statement thereof. All defined terms used in this Note, except terms otherwise
defined herein, shall have the same meaning as in the Credit Agreement. This Note shall be governed by and construed in accordance
with the laws of the State of New York, without regard to conflicts of law provisions (other than Sections 5-1401 and 5-1402 of
the New York General Obligations law).


 


Voluntary prepayments
may be made hereon, certain prepayments are required to be made hereon, and this Note may be declared due prior to the expressed
maturity hereof, all in the events, on the terms and in the manner as provided for in the Credit Agreement.


 


The Borrower hereby
waives demand, presentment, protest or notice of any kind hereunder.


 


	 	Limbach Facility Services LLC
	 	 	 
	 	By	 
	 	 	Name	 
	 	 	Title	 


 




     


     


    

 


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 the Borrower.


 


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 the Parent 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 the Borrower 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.          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.


 


9.          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 Borrower has taken, is taking, or proposes 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 and the financial statements attached as Schedule II hereto
in support hereof, are made and delivered as of the date first above written.


 


	 	Limbach Facility Services LLC
	 	 	 
	 	By	 
	 	 	Name	 
	 	 	Title	 


 


[Signature Page to Compliance Certificate]


 




     


     


    

 


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.	Total Leverage Ratio (Section 6.20(a))	 
	 	 	 
	 	1.	Total Funded Debt1	$___________
	 	 	 	 
	 	2.	Net Income for past 4 quarters	$___________
	 	 	 	 
	 	3.	Interest Expense for past 4 quarters	$___________
	 	 	 	 
	 	4.	Federal, state and local income taxes for past 4 quarters	$___________
	 	 	 	 
	 	5.	Depreciation and amortization expense for past 4 quarters	$___________
	 	 	 	 
	 	6.	Transaction expenses incurred in connection with Permitted Acquisitions, whether or not consummated (not to exceed $50,000 in the aggregate) for past 4 quarters	$___________
	 	 	 	 
	 	7.	Fees and expenses paid in cash for past 4 quarters in connection with the Credit Agreement and the Related Transactions to the extent paid on or before that date occurring six months after the Closing Date in an aggregate amount not to exceed $2,500,000	$___________
	 	 	 	 
	 	8.	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)	$___________
	 	 	 	 
	 	9.	Sum of Lines A2, A3, A4, A5, A6, A7 and A8 (“EBITDA”)	$___________
	 	 	 	 
	 	10.	Ratio of Line A1 to Line A9 (“Total Leverage Ratio”)	____:1.00
	 	 	 	 
	 	11.	Total Leverage Ratio (from Line A10) must not exceed	____:1.00
	 	 	 	 
	 	12.	The Borrower and its Subsidiaries are in compliance (circle yes or no)	yes/no


 





 






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


 




     


     


    

 


	B.	Senior Leverage Ratio (Section 6.20(b))	 
	 	 	 
	 	1.	Total Funded Debt (from Line A1)	$___________
	 	 	 	 
	 	2.	Subordinated Debt	$___________
	 	 	 	 
	 	3.	Line B1 minus Line B2	$___________
	 	 	 	 
	 	4.	EBITDA (from Line A9)	$___________
	 	 	 	 
	 	5.	Ratio of Line B3 to Line B4 (“Senior Leverage Ratio”)	____:1.00
	 	 	 	 
	 	6.	Senior Leverage Ratio (from Line B5) must not exceed	____:1.00
	 	 	 	 
	 	7.	The Borrower 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 A9)	$___________
	 	 	 	 
	 	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 quarters2	$___________
	 	 	 	 
	 	5.	Cash portion of Interest Expense for past 4 quarters3	$___________
	 	 	 	 
	 	6.	Restricted Payments (including, without duplication, Tax Distributions) 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”)	$___________


 





 






2
For purposes of calculating Fixed Charges for any period prior to the quarter ending September 30, 2017, scheduled
payments of principal shall be deemed for all periods included in such calculation to be an aggregate of $3,000,000.


3
For purposes of calculating Fixed Charges for any period prior to the quarter ending September 30, 2017, the cash portion of
any Interest Expense for such period shall mean (A) for the fiscal quarter ending September 30, 2016, the actual
cash Interest Expense for such quarter multiplied by 4, (B) for the fiscal quarter ending December 31, 2016, the actual cash
Interest Expenses for the fiscal quarters ending September 30, 2016 and December 31, 2016 multiplied by 2, and (C) for the
fiscal quarter ending March 31, 2017, the actual cash Interest Expenses for the fiscal quarters ending September 30, 2016,
December 31, 2016 and March 31, 2017 multiplied by 4/3.


 




    	 	-2-	 



     


    

 


	 	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.	The Borrower 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 the Borrower 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	$___________
	 	 	 	 
	 	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 Borrower and its Subsidiaries 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 5.9


to
Compliance Certificate


 


Limbach
Facility Services LLC


 


Updated
Schedule 5.9


for
Credit Agreement dated as of July 20, 2016


 




     


     


    

 


Exhibit F


 


Assignment
and Assumption


 


This Assignment and
Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered
into by and between [Insert Name of Assignor] (the “Assignor”) and [Insert Name of Assignee] (the
“Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit
Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged
by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein
by reference and made a part of this Assignment and Assumption as if set forth herein in full.


 


For an agreed consideration,
the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from
the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective
Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in
its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent
related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor
under the respective facilities identified below (including any letters of credit, guarantees, and swingline loans included in
such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action
and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or
in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions
governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort
claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold
and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above
being referred to herein collectively as, the “Assigned Interest”). Such sale and assignment is without recourse
to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the
Assignor.


 


	1.	Assignor:	 
	 	 	[Assignor [is] [is not] a Defaulting Lender]
	 	 	 
	2.	Assignee:	 
	 	 	[and is an Affiliate/Approved Fund of [identify Lender]4]


 


		3.	Borrower: Limbach Facility Services LLC, a Delaware limited liability company



 


		4.	Administrative Agent: Fifth Third Bank, an Ohio banking corporation, as administrative agent
under the Credit Agreement



 


 






		4	Select as applicable.



 




     


     


    

 


		5.	Credit Agreement: The Credit Agreement dated as of July 20, 2016, by and among the Borrower,
Limbach Holdings LLC (the “Parent”), the other Guarantors party thereto, the Lenders party thereto, and Fifth
Third Bank, as Administrative Agent and L/C Issuer



 


		6.	Assigned Interest:



 


	Facility
    Assigned5	 	Aggregate Amount of

    Commitment/Loans for
 all Lenders3	 	 	Amount
    of
 Commitment/
 Loans Assigned6	 	 	Percentage Assigned of
 Commitment/Loans7	 
		 	$	 	 	 	$	 	 	 	 	 	%
	 	 	$	 	 	 	$	 	 	 	 	 	%
	 	 	$	 	 	 	$	 	 	 	 	 	%



 


		[7.	Trade Date: ____________________________________________ ]8



 


[Page Break]


 





 






		5	Fill in the appropriate terminology for the types of facilities
under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment,” “Term
Credit,” etc.)



 


		6	Amount to be adjusted by the counterparties to take into
account any payments or prepayments made between the Trade Date and the Effective Date.



 


		7	Set forth, to at least 9 decimals, as a percentage of the
Commitment/Loans of all Lenders thereunder.



 


		8	To be completed if the Assignor and the Assignee intend
that the minimum assignment amount is to be determined as of the Trade Date.



 




     


     


    

 


Effective Date: _____________ ___, 20___
[To be inserted by Administrative Agent and which shall be the effective date of recordation of transfer in the register therefor.]


 


The terms set forth
in this Assignment and Assumption are hereby agreed to:


 


	 	Assignor
	 	 
	 	[Name of Assignor]
	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	 	 
	 	Assignee
	 	 
	 	[Name of Assignee]
	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 


[Signature Page to Assignment and Assumption]


 




     


     


    

 


	Consented to and Accepted:	 
	 	 
	Fifth Third Bank, as Administrative Agent and L/C Issuer	 
	 	 	 
	By	 	 
	 	Name:	                   	 
	 	Title:	 	 
	 	 
	[Consented to:]9	 
	 	 
	[Name of Relevant Party]	 
	 	 	 
	By	 	 
	 	Name:	 	 
	 	Title:	 	 


 





 






		9	To be added only if the consent of the Borrower and/or other parties is required by the terms of the Credit Agreement.



 


[Signature Page to Assignment and Assumption]


 




     


     


    

 


Annex 1


 


Standard
Terms and Conditions for

Assignment and Assumption


 


Section 1.          Representations
and Warranties.


 


Section 1.1.         Assignor.
The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned
Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken
all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby
and (iv) it is [not] a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties
or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality,
validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial
condition of the Parent, the Borrower or any of their Subsidiaries or Affiliates or any other Person obligated in respect of any
Loan Document or (iv) the performance or observance by the Parent, the Borrower or any of their Subsidiaries or Affiliates or any
other Person of any of their respective obligations under any Loan Document.


 


Section 1.2.         Assignee. The
Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and
deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the
Credit Agreement, (ii) it meets all the requirements to be an assignee under the definition of “Eligible Assignee”
of the Credit Agreement, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as
a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is
sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the
Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such
type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies
of the most recent financial statements delivered pursuant to Section 6.1 thereof, as applicable, and such other documents and
information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and
to purchase the Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender
and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into
this Assignment and Assumption and to purchase the Assigned Interest, and (vii) if it is not a United States person (as such term
is defined in Section 7701(a)(30) of the Code) attached to the Assignment and Assumption is any documentation required to be delivered
by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will,
independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action
under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of
the Loan Documents are required to be performed by it as a Lender.


 




     


     


    

 


Section 2.            Payments.


 


From and after the
Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal,
interest, fees and other amounts) to the Assignee whether such amounts have accrued prior to, on or after the Effective Date. The
Assignor and the Assignee shall make all appropriate adjustments in payments by the Administrative Agent for periods prior to the
Effective Date or with respect to the making of this assignment directly between themselves. Notwithstanding the foregoing, the
Administrative Agent shall make all payments of interest, fees or other amounts paid or payable in kind from and after the Effective
Date to the Assignee.


 


Section 3.           General
Provisions.


 


This Assignment and
Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns.
This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery
of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of
a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed
in accordance with, the law of the State of New York, without regard to conflicts of law provisions (other than Sections 5-1401
and 5-1402 of the New York General Obligations law).


 




    	 	-2-	 



     


    

 


Exhibit G


 


Additional
Guarantor Supplement


 


Date:  __________, 20__


 


		To:	Fifth Third Bank, as Administrative

Agent under, and the Lenders party to,

the Credit Agreement
described below



 


Ladies and Gentlemen:


 


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.


 


The undersigned, [Insert
Name of Guarantor], a(n) ________ ___________, hereby elects to be a “Guarantor” for all purposes of the
Credit Agreement, effective from the date hereof. The undersigned confirms that the representations and warranties set forth 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 to the undersigned to the extent applicable to it as of the date
hereof (unless such representations and warranties related to an earlier specified 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) and the undersigned shall comply with each of the covenants set forth in Section 6 of the Credit Agreement
applicable to it.


 


Without limiting the
generality of the foregoing, the undersigned hereby agrees to perform all the obligations of a Guarantor under, and to be bound
in all respects by the terms of, the Credit Agreement, including without limitation Section 11 thereof, to the same extent
and with the same force and effect as if the undersigned were a signatory party thereto.


 


The undersigned acknowledges
that this Additional Guarantor Supplement shall be effective upon its execution and delivery by the undersigned to the Administrative
Agent, and it shall not be necessary for the Administrative Agent, the L/C Issuer, or any Lender, or any of their Affiliates
entitled to the benefits hereof, to execute this Additional Guarantor Supplement or any other acceptance hereof. This Additional
Guarantor Supplement shall be construed in accordance with and governed by the laws of the State of New York, without regard to
conflicts of law provisions (other than Sections 5-1401 and 5-1402 of the New York General Obligations law).


 




     


     


    

 


	 	Very truly yours,
	 	 
	 	[Insert Name of Guarantor]
	 	 	 	 
	 	By	 
	 	 	Name	 
	 	 	Title	 


 


	Acknowledged and Agreed	 
	 	 
	Fifth Third Bank, as Administrative Agent	 
	 	 	 	 
	By	 	 
	 	Name	 	 
	 	Title	 	 


 


[Signature Page to Additional Guarantor Supplement]


 




     


     


    

 


Exhibit
H


 


Limbach
Facility Services LLC


 


Borrowing Base Certificate

for Credit Agreement dated as of July 20, 2016


 


		To:	Fifth Third Bank, as Administrative

Agent under, and the Lenders party to, the Credit

Agreement described below



 


This Borrowing Base
Certificate is furnished to the Administrative Agent (the “Administrative Agent”) and the Lenders pursuant
to that certain Credit Agreement dated as of July 20, 2016, by and among Limbach Facility
Services LLC (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”). Unless otherwise defined herein, the terms used in this Borrowing
Base Certificate and on any attachments to this Borrowing Base Certificate shall have the meanings ascribed thereto in the Credit
Agreement.


 


The computations set
forth in this Borrowing Base Certificate and on any attachments to this Borrowing Base Certificate are, to the knowledge of the
undersigned, on behalf of the Borrowers, true, complete and correct as of the date of this Certificate and have been made in accordance
with the relevant sections of the Credit Agreement.


 


See
Attached Worksheet for Borrowing Base Calculation.


 


Schedule I
hereto sets forth the Schedule of Accounts evidencing the Accounts of each Loan Party, all of which data is, to the best of my
knowledge, true, complete and correct.


 


Schedule
II hereto sets forth the Schedule of Retainage evidencing in reasonable detail any and all outstanding Retainage, all of
which data is, to the best of my knoweldge, true, complete and correct.


 


In the event of a conflict
between the attached calculations and any certifications relating thereto and the Credit Agreement and related definitions used
in calculating the Borrowing Base, the Credit Agreement and such related definitions shall govern and control.


 


[Signature Page to Follow]


 




     


     


    

 


Dated as of this ______
day of _____________, 20___.


 


	 	Limbach Facility Services LLC
	 	 	 	 
	 	By	 
	 		Name	 
	 		Title:	 


 


[Signature Page to Borrowing Base Certificate]


 




     


     


    

 


Limbach
Facility Services LLC


 


Borrowing Base Certificate
Worksheet

for Credit Agreement dated as of July 20, 2016


 


Dated
as of: __________, 20___


 


 






 


	1.	Beginning Accounts Receivable Balance (Line 4 of Previous Report)	 	$___________
	 	 	 	 
	2.	Additions to Accounts Receivable:	 	 
	 	 	 	 
	 	a. Gross Billings	$___________	 
	 	 	 	 
	 	b. Other Miscellaneous Debits	$___________	 
	 	 	 	 
	 	c. Total Additions (Line 2a plus Line 2b)	 	$___________
	 	 	 	 
	3.	Deductions from Accounts Receivable:	 	 
	 	 	 	 
	 	a. Cash and Check Receipts	$___________	 
	 	 	 	 
	 	b. Discounts Allowed	$___________	 
	 	 	 	 
	 	c. Returns and Allowances	$___________	 
	 	 	 	 
	 	d. Bad Debts	$___________	 
	 	 	 	 
	 	e. Retainage	$___________	 
	 	 	 	 
	 	f. Total Deductions	 	$___________
	 	 	 	 
	4.	Ending Accounts Receivable Balance (Line 1 plus Line 2c minus Line 3f)	 	$___________
	 	 	 	 
	5.	Ineligible Accounts Receivable from Summary Report 	 	$___________
	 	 	 	 
	6.	Net Eligible Accounts Receivable (Line 4 minus Line 5)	 	$___________
	 	 	 	 
	7.	Available Collateral:	80% of Line 6	$___________
	 	 	 	 
	8.	Deductions from Available Collateral:	 	 
	 	 	 	 
	 	a. Term Loan Reserve	$___________	 
	 	 	 	 
	 	b. Other reserves established by by the Administrative Agent (if any)	$___________	 
	 	 	 	 
	 	c. Total Deductions from Available Collateral (Line 8a plus Line 8b)	 	$___________



 






     


     


    

 


	9.	Net Available Collateral (Line 7 minus Line 8c)	 	$___________
	 	 	 	 
	10.	Maximum Borrowing Limit (Less of Line 9 or Revolving Credit Commitments)	 	$___________
	 	 	 	 
	11.	Revolving Liabilities:	 	 
	 	 	 	 
	 	a. Outstanding Revolving Loans	$___________	 
	 	 	 	 
	 	b. Outstanding Letters of Credit	$___________	 
	 	 	 	 
	 	c. Total Revolving Liabilities (Line 14a plus 14b)	 	$___________
	 	 	 	 
	12.	Availability:  Excess or (Deficiency) (Line 10 minus Line 11c)	 	$___________


 




     


     


    

 


	Aging Method (Circle One):

Invoice Date/Due Date	 	Aging Method (Circle One):

Invoice Date/Due Date
	Accounts Receivable	 	Total	 	Accounts Receivable	 	Total
	1 – 30 Days	 	 	 	1 – 30 Days	 	 
	 	 	 	 	 	 	 
	31 – 60 Days	 	 	 	31 – 60 Days	 	 
	 	 	 	 	 	 	 
	61 – 90 Days	 	 	 	61 – 90 Days	 	 
	 	 	 	 	 	 	 
	Over 120 Days	 	 	 	Over 120 Days	 	 
	 	 	 	 	 	 	 
	Total	 	 	 	Accounts Receivable	 	 


 


OTHER INELIGIBLE RECEIVABLES SUMMARY REPORT


 


	 	A/R Over 90 Days from Invoice Date	$______________	 
	 	 	 	 
	 	Related/Employee Accounts	$______________	 
	 	 	 	 
	 	Foreign Accounts not Backed by L/C or Insurance	$______________	 
	 	 	 	 
	 	Disputed Accounts and Accounts subject to Counterclaims or Setoff	$______________	 
	 	 	 	 
	 	Impaired Accounts (as determined by the Administrative Agent in its Permitted Discretion)	$______________	 
	 	 	 	 
	 	Accounts that are not valid, legally enforceable obligations of the Account Debtor	$______________	 
	 	 	 	 
	 	Accounts where the Account Debtor is the subject of bankruptcy, insolvency or similar proceedings	$______________	 
	 	 	 	 
	 	Accounts subject to Account Debtor’s approval or subject to a repurchase obligation or return right	$______________	 
	 	 	 	 
	 	Accounts arising out of sales not made in the ordinary course of business	$______________	 
	 	 	 	 
	 	Accounts for which the Account Debtor has returned 20% or more of the Inventory which gave rise to such Account	$______________	 
	 	 	 	 
	 	Accounts for which documents executed in connection therewith violate applicable law or make the representations or warranties of the Credit Agreement untrue or misleading	$______________	 
	 	 	 	 
	 	Accounts for which a Loan Party is or may become liable to the Account Debtor for goods sold or services rendered	$______________	 
	 	 	 	 
	 	Accounts for which chattel paper or an instrument has not been endorsed and/or assigned and delivered to Administrative Agent	$______________	      
	 	 	 	 
	 	Accounts that exceed the Account Debtors credit limit (if any)	$______________	 


 




     


     


    

 


	 	Accounts for which a Loan Party retains possession and/or control of the goods sold for the account of, or subject to, further and/or future direction from the Account Debtor	$______________	 
	 	 	 	 
	 	Accounts located in a jurisdiction that requires the filing of a notice of business activities report or other required filing in order to enforce an Account Debtor’s claims in such jurisdiction’s courts, unless (i) such notice or other required filing has been filed or the applicable Loan Party is exempt from filing the report or (ii) the failure to make such filing may be cured retroactively by the Borrower for a nominal fee	$______________	 
	 	 	 	 
	 	Accounts arising out of a contract which forbids or makes the contract void or unenforceable if such account is assigned	$______________	 
	 	 	 	 
	 	Accounts subject to counterclaim, credit, trade or volume discount, allowance, discount, rebate or adjustment by the Account Debtor	$______________	 
	 	 	 	 
	 	Accounts in which the Administrative Agent does not have a valid and enforceable first priority perfected security interest (subject only to common law rights of the Bonding Company)	$______________	 
	 	 	 	 
	 	Accounts that are otherwise determined ineligible by the Administrative Agent in its Permitted Discretion	$______________	 
	 	 	 	 
	 	Accounts owed by an Account Debtor to the extent 25% or more of the aggregate amount of
    outstanding Accounts owed by such Account Debtor with respect to a specific job or prospect are not Eligible Accounts solely
    because they are more than 90 days from the original invoice date
    10	$______________	 
	 	 	 	 
	 	Total Ineligible Receivables (Add lines above and enter total on Line 5 of Page 1)	 	$______________


 ______________________________


		10	Prior to May 31, 2017, up to $2,000,000 of such Accounts, which are also not unpaid for more than
120 calendar days past the original invoice date may be included as Eligible Accounts if they would be otherwise eligible but for
this requirement. On and after May 31, 2017, all Accounts that do not satisfy the Additional Eligibility Condition will be ineligible.



 




     


     


    

 


Schedule I


to
Borrowing Base Certificate


 


Limbach
Facility Services LLC


 


Schedule
of Accounts


for
Credit Agreement dated as of July 20, 2016


 


[See attached.]


 




     


     


    

 


Schedule II


to
Borrowing Base Certificate


 


Limbach
Facility Services LLC


 


Schedule
of Retainage


for
Credit Agreement dated as of July 20, 2016


 


[See attached.]


 




     


     


    

 


Schedule 1


 


Commitments


 


	Name of Lender	 	Term Loan Commitment	 	 	Revolving Credit

    Commitment	 
	 	 	 	 	 	 	 
	Fifth Third Bank	 	$	7,346,938.78	 	 	$	7,653,061.22	 
	 	 	 	 	 	 	 	 	 
	The PrivateBank and Trust Company	 	$	5,877,551.02	 	 	$	6,122,448.98	 
	 	 	 	 	 	 	 	 	 
	Wheaton Bank & Trust Company	 	$	5,877,551.02	 	 	$	6,122,448.98	 
	 	 	 	 	 	 	 	 	 
	Citizens Bank of Pennsylvania	 	$	4,897,959.18	 	 	$	5,102,040.82	 
	 	 	 	 	 	 	 	 	 
	Total:	 	$	24,000,000.00	 	 	$	25,000,000.00	 



 




     


     


    

 


Schedule 1-A


 


Capital
Leases


 


		1.	Lease Agreement (#100171), dated as of May 1, 2009, by and between Bud Behling Leasing, Inc., dba BBL Fleet and Limbach Facility
Services LLC.



 


		2.	Agreement (No. 1138814), dated as of March 27, 2014, by and between GreatAmerica Financial Services Corporation and Limbach
Company LLC.



 




     


     


    

 


Schedule 1-B


 


June
2016 EBITDA Calculations


 


		1.	Management Fees in an amount not to exceed $668,000.



 




     


     


    

 


Schedule 2.3


 


Existing
Letters of Credit


 


		1.	Letter of Credit issued by L/C Issuer to Arch Insurance for the Borrower’s P & C high deductible insurance program
in the amount of $3,390,000.00.



 




     


     


    

 


Schedule 5.5


 


Litigation
and Other Controversies


 


		1.	Pennsylvania Department of General Services Project (SCI Fayette): This lawsuit was filed
by the Commonwealth of Pennsylvania (the “Commonwealth”) against Limbach Facility Services LLC (“LFS”)
for a construction project completed in the fall of 2002. LFS contracted with the Pennsylvania Department of General Services (“DGS”)
in 2001, to perform mechanical construction work at the State Correctional Institution in Fayette County, PA. In 2007, DGS discovered
leaks in the underground thermal pipe system supplied by LFS’ subcontractor, Thermacor Process LP (“Thermacor”);
however, LFS believes that it is not responsible for the leaks. DGS did not pursue the matter further until it filed and served
a complaint against LFS in September 2012, seeking in excess of $8,000,000 in damages. In late December 2012, LFS filed an answer
to the complaint and joined Thermacor, Allegheny Group (Thermacor’s distributor) and the project engineer of record, L. Robert
Kimball and Associates, as defendants. Significant discovery has occurred during the ensuing three years. LFS submitted defense
of the suit to Arch Insurance and Travelers Insurance, and coverage was accepted under a reservation of rights by Travelers Insurance.
Trial is not anticipated until 2017, and the parties hope to submit to mediation in the fall of 2016.



 


		2.	Wilshire Vermont Apartments Project: This matter relates to LFS’ work as a subcontractor
to Taisei Construction for the Wilshire Vermont apartments project in 2004. On April 18, 2013, LFS was sued by the project owner
(the “Owner”) for alleged construction defects as part of a larger claim against the general contractor, the
design team and almost all subcontractors. LFS submitted defense of the suit to Arch Insurance and coverage was accepted under
a reservation of rights. The Owner alleges three defects in LFS’ work, seeking damages of approximately $900,000, with the
total suit claiming damages in of the approximate amount of $70,000,000. LFS has asserted defenses to each item, including that
liability may rest with a subcontractor or supplier that LFS has brought into the case. LFS’ expert also believes the total
value of the three items claimed by the Owner to be far less than claimed. All parties participated in mediation over three days,
commencing on July 27, 2015; however, no settlement was reached. LFS is working with the mediator to set up a meeting between the
Owner and LFS’ experts aimed at narrowing the issues and agreeing on the costs of repair, in hopes of allowing a settlement
to be reached when mediation resumes in 2016.



 


Legacy
Claims


 


For purposes of the Credit Agreement, the claims described in
items #1 and #2 above are “Legacy Claims”.


 




     


     


    

 


Schedule 5.9


 


ERISA


 


(a) 


 


		1.	Central States Pension Fund Matter: In September 2014, Central States Pension Fund (“CSPF”)
issued to LFS a demand for payment of withdrawal liability stemming from allegations that LFS had completely withdrawn from CSPF
by virtue of ceasing to employ teamsters in the Company’s Michigan branch (the “Central States Pension Fund Matter”).
CSPF assessed the amount of withdrawal liability to be $613,485. LFS disputed the amount of the assessment and filed arbitration
against CSPF on May 14, 2015. A settlement was reached in December 2015, and the parties entered into that certain Settlement Agreement
and Release, dated March 31, 2016, between Central States, Southeast and Southwest Areas Pension Fund and Limbach Company LLC.



 


(b)


 


		1.	Sheet Metal Workers Local 98 Pension Fund



		2.	Sheet Metal Workers' Pension Plan of Southern California, Arizona and Nevada



		3.	Heating, Piping and Refrigeration Pension Fund



		4.	Sheet Metal Workers' Local Union No. 80 Pension Fund



		5.	Steamfitters Local Union No. 420 Pension Plan



		6.	Plumbers and Pipefitters Local Union No. 333 Pension Plan



		7.	Pipefitters Local No. 636 Defined Benefit Pension Fund



		8.	Sheet Metal Workers’ National Pension Fund



		9.	Plumbers and Pipefitters National Pension Fund



		10.	Plumbers Local No. 98 Defined Benefit Pension Fund



		11.	Plumbers & Steamfitters Local No. 577 Pension Plan



		12.	Flint Area Sheet Metal Workers Local Union No. 7, Zone 4 Pension Fund



 


(c)


 


None.


(d)


 


		1.	A “Statement of Business Affairs” was requested by from LFS in connection with the Central States Pension Fund
Matter.



 


(e)


 


None.


 




     


     


    

 


Schedule 5.10


 


Subsidiaries


 


List of Subsidiaries of each Loan Party:


 


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



 


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



 


		3.	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 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)


 




     


     


    

 


Schedule 5.16


 


Labor
Relations


 


		(a)	None



 


		(b)	None.



 


		(c)	Collective Bargaining Agreements:



 


		1.	Agreement, dated July 1, 2010, between SMACNA of Western Pennsylvania Sheet Metal, Roofing, Ventilation
and Air Conditioning Contracting Divisions of the Construction Industry and Sheet Metal Workers Local 12.



 


		2.	Agreement, dated June 1, 2012, between The Sheet Metal Workers of Central Ohio and Sheet Metal
Workers Local Union No. 24.



 


		3.	Construction Agreement, dated June 1, 2009, between SMACNA Metropolitan Detroit Chapter and Sheet
Metal Workers’ International Association Local Union No. 80.



 


		4.	Collective Bargaining Agreement, dated January 1, 2011, between Sheet Metal Air Conditioning Contractors’
National Association (SMACNA Los Angeles and Orange Empire SMACNA) and Sheet Metal Workers’ International Association Local
Union 105.



 


		5.	Construction Agreement, dated June 1, 2013, between SMACNA Metropolitan Detroit Chapter and Sheet
Metal Air Rail Transportation International Association (SMART) Local Union No. 80.



 


		6.	Agreement, dated June 2, 2014, between Mechanical Contractors Association of Detroit, Inc. and
Journeymen Plumbers Local No. 98 of Detroit, Michigan.



 


		7.	Joint Agreement, dated September 1, 2013, between New England Mechanical Contractors Association
Incorporation and Local Union 537 of The United Association of Pipefitters and Apprentices of Boston and Vicinity of The Plumbing
and Pipe Fitting Industry in the United States, Canada and Australia – AFL-CIO.



 


		8.	Joint Agreement, dated September 1, 2013, between NEMCA/Air-Conditioning and Refrigeration Contractors
of BOSTON, Inc. and Local Union 537 of The United Association of Pipefitters and Apprentices of Boston and Vicinity of The Plumbing
and Pipe Fitting Industry in the United States, Canada and Australia – AFLI-CIO.



 


		9.	Agreement, dated September 1, 2014, between Mechanical Contractors Association of Metropolitan
Washington, DC and Baltimore/Washington Construction & Public Employees Laborers’ District Council, LIUNA, Local 657
and Local 11.



 




     


     


    

 


		10.	Inside Wireman Agreement, dated June 1, 2015, between Washington, D.C. Chapter National Electrical
Contractors Association and Local Union No. 26, International Brotherhood of Electrical Workers.



 


		11.	Residential Agreement, dated June 1, 2015, by Washington, D.C. Chapter National Electrical Contractors
Association and Local Union No. 26, International Brotherhood of Electrical Workers.



 


		12.	Service Master Labor Agreement, dated September 1, 2015, between The Airconditioning, Refrigeration
and Mechanical Contractors Association of Southern California (ARCA/MCA) and The Southern California Pipe Trades District Council
16 (DC 16).



 


		13.	Joint Agreement, dated June 1, 2015, between The Mechanical Contractors Association of Southeastern
Ohio and The United Association of Journeyman & Apprentices of the Plumbing and Pipefitting Industry Local No. 577.



 


		14.	Agreement, dated June 1, 2014, between Local Union No. 24 I.B.E.W. and Baltimore Division, Maryland
Chapter, National Electrical Contractors Association, Inc.



 


		15.	Collective Bargaining Agreement, dated July 1, 2013, between Local Union No. 9 of the United Association
of Journeymen and Apprentices of the Plumbing and Pipefitting Industry of The United States and Canada, AFL-CIO and Mechanical
Contractors Association of New Jersey, Inc.



 


		16.	Agreement, dated May 1, 2014, between South Jersey Mechanical Contractors Association, Inc. and
LOCAL 322 of the United Association of Journeymen and Apprentices of the Plumbing and Pipe Fitting Industry of the United States
and Canada, AFL-CIO.



 


		17.	Basic Construction Agreement, dated August 1, 2014, between Mechanical Contractors Association
of Metropolitan Washington, Inc. and Plumber Local Union No. 5 of the United Association of Journeymen and Apprentices of the Plumbing
and Pipe Fitting Industry of the United States and Canada, AFL-CIO.



 


		18.	Supplemental Service Agreement, dated August 1, 2014, between Mechanical Contractors Association
of Metropolitan Washington, Inc. and Plumber Local Union No. 5 of the United Association of Journeymen and Apprentices of the Plumbing
and Pipe Fitting Industry of the United States and Canada, AFL-CIO.



 


		19.	Speculative Agreement “B”, dated August 1, 2014, between Mechanical Contractors Association
of Metropolitan Washington, Inc. and Plumber Local Union No. 5 of the United Association of Journeymen and Apprentices of the Plumbing
and Pipe Fitting Industry of the United States and Canada, AFL-CIO.



 


		20.	Core Drilling Agreement, dated August 1, 2014, between Mechanical Contractors Association of Metropolitan
Washington, Inc. and Plumber Local Union No. 5 of the United Association of Journeymen and Apprentices of the Plumbing and Pipe
Fitting Industry of the United States and Canada, AFL-CIO.



 




     


     


    

 


		21.	Ground Penetrating Radar Agreement, dated August 1, 2014, between Mechanical Contractors Association
of Metropolitan Washington, Inc. and Plumber Local Union No. 5 of the United Association of Journeymen and Apprentices of the Plumbing
and Pipe Fitting Industry of the United States and Canada, AFL-CIO.



 


		22.	Building Construction Agreement, dated October 21, 2013, between the Mechanical Contractors Association
of Metropolitan Washington, Inc. and Local Union No. 602 of the United Association of Journeymen and Apprentices of the Plumbing
and Pipefitting Industry of the United States and Canada (AFL-CIO).



 


		23.	Supplemental Service Agreement, dated October 21, 2013, between the Mechanical Contractors Association
of Metropolitan Washington, Inc. and Local Union No. 602 of the United Association of Journeymen and Apprentices of the Plumbing
and Pipefitting Industry of the United States and Canada (AFL-CIO).



 


		24.	Agreement, dated July 1, 2013, between Sheet Metal and Air Conditioning Contractors’ National
Association of Western Pennsylvania and Local Union No. 12 of International Association of Sheet Metal, Air, Rail and Transportation
Workers.



 


		25.	Agreement, dated June 1, 2015, between the Mechanical Contractors Association of Western Pennsylvania,
Inc. and Plumbers Local Union No. 27 of the United Association of Journeymen and Apprentices of the Plumbing and Pipefitting Industry
of the United States and Canada.



 


		26.	Inside Agreement, dated July 1, 2015, between Western Maryland Division, Maryland Chapter, National
Electric Contractors Association and Local Union No. 307, IBEW.



 


		27.	Articles of Agreement, dated June 1, 2015, between Local Union No. 354 of the United Association
of Journeymen and Apprentices of the Plumbing and Pipe Fitting Industry of the United States and Canada, AFL-CIO and Laurel Mechanical
Contractors Association, Inc. and Independent Contractors.



 


		28.	Agreement, dated May 1, 2014, between Mechanical Contractors Association of Eastern Pennsylvania,
Inc. and Local Union No. 420 of the United Association of Journeymen and Apprentices of the Plumbing and Pipe Fitting Industry
of the United States and Canada.



 


		29.	Agreement, dated May 15, 2014, between Steamfitters Local Union No. 420 of the United Association
of Journeymen and Apprentices of the Plumbing and Pipe Fitting Industry of the United States and Canada and Servicing Contractors
Association of Greater Delaware Valley, Inc.



 


		30.	Agreement, dated June 1, 2015, between The Mechanical Contractors Association of Western Pennsylvania,
Inc. and The United Association of Journeymen and Apprentices of the Plumbing and Pipe Fitting Industry of the United States and
Canada, Local Union No. 449.



 




     


     


    

 


		31.	Agreement, dated May 1, 2013, between Mechanical Contractors Association of Eastern Pennsylvania,
Inc. and Plumbers Local Union No. 690 of the United Association of Journeymen and Apprentices of the Plumbing and Pipe Fitting
Industry of the United States and Canada Covering Philadelphia, Bucks, Chester, Delaware and Montgomery Counties.



 


		32.	National Service and Maintenance Agreement, dated August 1, 2015, between United Association of
Journeymen and Apprentices of the Plumbing and Pipe Fitting Industry of the United States and Canada, AFL-CIO and Mechanical Service
Contractors of America.



 


		33.	Construction Labor Agreement, dated November 19, 2012, between Mechanical Contractors Association
of Detroit, Inc. and Pipefitters, Steamfitters, Refrigeration, and Air Conditioning Service Local Union No. 636 of Metropolitan
Detroit Area, Michigan.



 


		34.	Master Agreement for the Plumbing and Piping Industry of Southern California, dated July 1, 2014,
between California Plumbing and Mechanical Contractors Association and Southern California Pipe Trades District Council No. 16
of the United Association.



 


		35.	Participation Agreement, dated November 11, 2015, between Limbach Co LLC and United Association
of Plumbers & Pipefitters Local Union #162.



 


		36.	Agreement, dated June 1, 2015, between Sheet Metal Contractors Association of Central Ohio and
Local Union #24 of International Association of Sheet Metal, Air, Rail and Transportation Workers.



 


		37.	Master Agreement, dated May 1, 2013, between Mechanical Contractors Association of Maryland, Inc.
and Plumbers and Steamfitters U.A. Local 486 of Baltimore, Maryland.



 


		38.	Service & Maintenance Agreement, dated May 1, 2013, between The Mechanical Contractors Association
of Maryland, Inc. and Plumbers & Steamfitters U.A. Local 486 of Baltimore, Maryland.



 


		39.	Marketing Agreement, dated May 1, 2013, between The Mechanical Contractors Association of Maryland,
Inc. and Plumbers and Steamfitters U.A. Local 486 of Baltimore, Maryland.



 




     


     


    

 


Schedule 5.25


 


Material
Agreements


 


		(a)	None.



 


		(b)	None.



 


(c)


 


		1.	Agreement of Limited Partnership of Limbach Company LP (f/k/a Western Air Limbach LP), dated December
13, 2002, as amended by that certain Amendment No. 1 to Agreement of Limited Partnership, dated July 13, 2007, and as further amended
by that certain Amendment No. 2 to Agreement of Limited Partnership, dated June 16, 2011.



 


		2.	Joint Venture Agreement, dated August 2012, between Limbach Company LLC and Sauer Group, Inc.



 


		3.	Joint Venture Agreement, dated September 17, 2010, among Limbach Company LLC, Coleman Spohn Corporation
and Sauer Group, Inc.



 


		4.	Operating Agreement of HMPC, A Joint Venture, dated September 17, 2010, between Limbach Company
LLC, Coleman Spohn Corporation and Sauer Group, Inc.



 


		5.	Joint Venture Agreement, dated October 1, 2015, between Limbach Company LLC and Dunbar Mechanical
Inc.



 


		6.	Joint Venture Agreement, dated November 3, 2014, between Limbach Company LLC and Gunthorpe Plumbing
& Heating, Inc.



 


		7.	Joint Venture Agreement, dated April 20, 2015, between Limbach Company LLC and Gunthrope Plumbing
& Heating, Inc.



 


		8.	Joint Venture Agreement, dated October 19, 2015, between Limbach Company LLC and Gunthrope Plumbing
& Heating, Inc.



 


		9.	Joint Venture Agreement, dated December 1, 2015, between Limbach Company LLC and Watson Bros. Service
Company Inc.



 


		10.	Joint Venture Agreement, dated June 31, 2012, between Limbach Company LLC and Professional Mechanical
Sales and Services, Inc.



 


		11.	Joint Venture Agreement, dated October 8, 2015, between Limbach Company LLC and Professional MSL
Mechanical Contractors, LLC.



 




     


     


    

 


		12.	Joint Venture Agreement, dated February 16, 2012, between Limbach Company LLC and Professional
MSL Mechanical Contractors, LLC (Detroit Building Authority – Public Safety Headquarters Project).



 


		13.	Operating Agreement of MSL Limbach, dated October 7, 2011, between Limbach Company LLC and MSL
Mechanical Contractors, LLC.



 


		14.	Joint Venture Agreement, dated February 16, 2012, between Limbach Company LLC and MSL Mechanical
Contractors, LLC (5 West/6 West Nursing Unit Renovations Project).



 


		15.	Joint Venture Agreement, dated November 15, 2012, between Limbach Company LLC and MSL Mechanical
Contractors, LLC.



 


		16.	Joint Venture Agreement, dated December 22, 2014, between Limbach Company LLC and MSL Mechanical
Contractors, LLC.



 


		17.	Planned Maintenance Service Agreement, dated September 23, 2014, between HMPC and The Ohio State
University Medical Center.



 


		18.	Joint Venture Agreement, dated undated, between Limbach Company LLC and Rieck Services.



 


(d) 


 


		1.	Commercial Lease Agreement, dated September 9, 2011, between Harper Limbach LLC, as Tenant, and
Eagle Creek 5 & 6, LLC, as Landlord, as amended by the Addendum, dated September 9, 2014, for the real property commonly known
as 9051 Florida Mining Boulevard, Suite 103/104, Tampa, Florida.



 


		2.	Commercial Lease Agreement, dated November 18, 2009, between Limbach Company LLC, as Tenant, and
Jackson-Shaw / Brickyard Limited Partnership, LP, as Landlord, for the real property commonly known as 13261 Mid-Atlantic Boulevard,
Laurel, Maryland (Building E).



 


		3.	Lease Agreement, dated May 20, 2010, between Limbach Company LLC, as Tenant, and LIT-CHRIS/RIDGE,
L.L.C., as Landlord, as amended by the First Amendment, dated June 1, 2013, and the Second Amendment, dated May 12, 2015, for the
real property commonly known as 5C Chris Court, South Brunswick, New Jersey.



 


		4.	General Indemnity Agreement, dated March 30, 2010, made by Harper Limbach LLC, Limbach Company
LP f/k/a Western Air Limbach LP, Limbach Facility Services LLC, Limbach Company LLC, collectively as Principal/Indemnitor, Limbach
Management Holding Company, LLC, Limbach Holdings LLC and FdG HVAC LLC, collectively as Indemnitor, in favor of Arch Insurance
Company, as Surety.



 




     


     


    

 


		5.	General Indemnity Agreement, dated March 11, 2016, made by MSL Limbach JV V, MSL Mechanical Contractors,
LLC and Limbach Company LLC, as Indemnitors, in favor of Arch Insurance Company, Arch Reinsurance Company and any future or present
subsidiary or affiliate of Arch Insurance Company, as Surety.



 


		6.	General Agreement of Indemnity, dated July 12, 2016, made by Harper Limbach LLC, Limbach Facility
Services LLC, Limbach Company LLC, Limbach Holdings LLC, Limbach Company LP, Harper Limbach Construction LLC, as Indemnitors, in
favor of Travelers Casualty and Surety Company of America.



 


		(f)	None.



 


(g)


 


		1.	RCH Bed Tower Expansion & Renovation, dated June 17, 2014, between Skanska USA Building
Inc. and Limbach Company LP.



 


		2.	Detroit Entertainment & Events Center, dated October 21, 2015, between Barton Malow/Hunt, a
Joint Venture, in Association with White Construction and MSL Limbach JV V.



 


		3.	Boston Medical Center – Menino Addition and Renovation, dated March 11, 2014, between Suffolk
Construction Co., Inc. and Limbach Company LLC.



 


		4.	Washington Metropolitan Area Transit Authority Rehabilitation of Rail Yard Facilities (Yard-1),
Dated September 18, 2013, between Potomac Construction Company, Inc. and Limbach Company LLC.  



 


		(h)	None.



 


(i)


 


		1.	Agreement and Plan of Merger, dated March 23, 2016, by and among Limbach Holdings LLC, 1347 Capital
Corp. and FdG HVAC LLC, solely in its capacity as the Limbach Holders’ Representative.



 




     


     


    

 


Schedule 6.28


 


Post-Closing
Matters


 


1.           The Loan Parties
shall use commercially reasonable efforts to obtain within ninety (90) days after the Closing Date (which date may be extended
by the Administrative Agent in its sole discretion), Collateral Access Agreements in form and substance satisfactory to the Administrative
Agent for each leased location set forth in Schedule A to the Security Agreement.


 


2.           Within one hundred
eighty (180) days after the Closing Date (which date may be extended by the Administrative Agent in its sole discretion), the Loan
Parties shall have delivered to the Administrative Agent, each in form and substance acceptable to the Administrative Agent:


 


(a)         a
Mortgage for the real property located at 926 Featherstone Road, Pontiac, Michigan 58342 (the “Michigan Property”
and such Mortgage, the “Michigan Mortgage”) duly executed by Limbach Company LLC, together with a related fixture
financing statement to be filed with the Oakland County, Michigan recorder’s office, listing Limbach Company LLC, as debtor,
and the Administrative Agent, as secured party;


 


(b)         a
mortgagee’s title insurance policy (or binding commitment therefor) in an aggregate amount acceptable to the Administrative
Agent insuring the Lien of the Michigan Mortgage to be a valid first priority Lien subject to no defects or objections that are
not acceptable to the Administrative Agent, together with such endorsements as the Administrative Agent may require;


 


(c)         a
survey prepared by a licensed surveyor on the Michigan Property, which survey shall also state whether or not any portion of such
real property is in a federally designated flood hazard area;


 


(d)         reports
of an independent firm of environmental engineers acceptable to the Administrative Agent with respect to environmental conditions
at or affecting the Michigan Property, together with a reliance letter thereon in favor of the Administrative Agent;


 


(e)         an
appraisal report prepared for the Administrative Agent by a state certified appraiser selected by the Administrative Agent, which
appraisal report describes the fair market value of the Michigan Property and otherwise meets the requirements of applicable law
for appraisals prepared for federally insured depository institutions;


 




     


     


    

 


(f)         a
flood determination report for the Michigan Property prepared for the Administrative Agent by a flood determination company selected
by the Administrative Agent stating whether or not any portion of such property is in a federally designated flood hazard area,
and, if any improvements thereon are in a federally designated flood hazard area, evidence of the maintenance of flood insurance
as may be required by applicable law; and


 


(g)        a
favorable written opinion of local Michigan counsel to Limbach Company LLC regarding the Michigan Mortgage and fixture financing
statement for the Michigan Property.


 


3.           If Harper Limbach
LLC does not sell the Florida Property within one hundred eighty (180) days after the Closing Date (which date may be extended
by the Administrative Agent in its sole discretion), then Harper Limbach LLC shall, within three hundred sixty (360) days after
the Closing Date (which date may be extended by the Administrative Agent in its sole discretion), deliver to the Administrative
Agent, each in form and substance acceptable to the Administrative Agent:


 


(i)          a
Mortgage for the Florida Property (the “Florida Mortgage”) securing indebtedness in an amount equal to $2,000,000,
duly executed by Harper Limbach LLC, together with a related fixture financing statement to be filed with the Seminole County,
Florida recorder’s office, listing Harper Limbach LLC, as debtor, and the Administrative Agent, as secured party;


 


(ii)         a
mortgagee’s title insurance policy (or binding commitment therefor) in an aggregate amount acceptable to the Administrative
Agent insuring the Lien of the Florida Mortgage to be a valid first priority Lien subject to no defects or objections that are
not acceptable to the Administrative Agent, together with such endorsements as the Administrative Agent may require;


 


(iii)        a
survey prepared by a licensed surveyor on the Florida Property, which survey shall also state whether or not any portion of such
real property is in a federally designated flood hazard area;


 


(iv)       reports
of an independent firm of environmental engineers acceptable to the Administrative Agent with respect to environmental conditions
at or affecting the Florida Property, together with a reliance letter thereon in favor of the Administrative Agent;


 


(v)        an
appraisal report prepared for the Administrative Agent by a state certified appraiser selected by the Administrative Agent, which
appraisal report describes the fair market value of the Florida Property and otherwise meets the requirements of applicable law
for appraisals prepared for federally insured depository institutions;


 


(vi)       a
flood determination report for the Florida Property prepared for the Administrative Agent by a flood determination company selected
by the Administrative Agent stating whether or not any portion of such property is in a federally designated flood hazard area,
and, if any improvements thereon are in a federally designated flood hazard area, evidence of the maintenance of flood insurance
as may be required by applicable law; and


 


(vii)      a
favorable written opinion of local Florida counsel to Harper Limbach LLC regarding the Florida Mortgage and fixture financing
statement for the Florida Property.


 


For the avoidance of doubt, if Harper Limbach
LLC sells the Florida Property, the proceeds shall be used and applied as required by Section 2.8(b) of the Credit Agreement.