Subordination and Intercreditor AgreementSubordination and Intercreditor Agreement • July 26th, 2016 • Limbach Holdings, Inc. • Blank checks • New York
This Subordination and Intercreditor Agreement (as amended, restated, supplemented or otherwise modified in accordance with the terms hereof, this “Subordination and Intercreditor Agreement”) dated as of July 20, 2016, is by and between Fifth Third Bank, an Ohio banking corporation, as administrative agent for the Senior Lenders (as defined below) (in such capacity, “Senior Agent”) and Alcentra Capital Corporation, a Maryland corporation, as administrative agent for the Subordinated Lenders (in such capacity, “Subordinate Agent”).
STOCKHOLDER LOCKUP AGREEMENTStockholder Lockup Agreement • July 26th, 2016 • Limbach Holdings, Inc. • Blank checks • New York
This Lockup Agreement (this “Agreement”) is made and entered into as of July 20, 2016, by and among 1347 Capital Corp., a Delaware corporation (“1347 Capital”) and the person set forth on the signature pages hereto (“Stockholder”). Each capitalized term used, but not otherwise defined, herein has the respective meaning ascribed to such term in the Agreement and Plan of Merger, dated as of March 23, 2016, by and among 1347 Capital, Limbach Holdings LLC (“Limbach”) and FdG HVAC LLC, as Limbach Holders’ Representative (the “Merger Agreement”).
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...Joint Venture Agreement • July 26th, 2016 • Limbach Holdings, Inc. • Blank checks • New York
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.
Security AgreementSecurity Agreement • July 26th, 2016 • Limbach Holdings, Inc. • Blank checks • New York
This Security Agreement (this “Agreement”) is 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”), and the other parties executing this Agreement under the heading “Debtors” (each of the Borrower, the Parent and such other parties, along with any parties who execute and deliver to the Administrative Agent an agreement substantially in the form attached hereto as Schedule G, being hereinafter referred to collectively as the “Debtors” and individually as a “Debtor”), each with its mailing address as set forth in Section 14(b) below, and Fifth Third Bank, an Ohio banking corporation (“Fifth Third”), with its mailing address as set forth in Section 14(b) below, acting as administrative agent hereunder for the Secured Creditors hereinafter identified and defined (Fifth Third acting as such administrative agent and any successor or successors to
ContractSubordination and Intercreditor Agreement • July 26th, 2016 • Limbach Holdings, Inc. • Blank checks • New York
THIS NOTE IS SUBJECT TO THE SUBORDINATION AND INTERCREDITOR AGREEMENT, DATED AS OF JULY 20, 2016, AMONG THE MAKER OF THIS NOTE, ALCENTRA CAPITAL CORPORATION, AS SUBORDINATE AGENT AND FIFTH THIRD BANK, AS SENIOR AGENT, UNDER WHICH THIS NOTE AND THE MAKER’S OBLIGATIONS HEREUNDER ARE SUBORDINATED IN THE MANNER SET FORTH THEREIN TO THE PRIOR PAYMENT OF CERTAIN INDEBTEDNESS AND OBLIGATIONS TO THE HOLDERS OF SENIOR FACILITY DEBT AS DEFINED IN THE SUBORDINATION AND INTERCREDITOR AGREEMENT.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 26th, 2016 • Limbach Holdings, Inc. • Blank checks • Delaware
This Amended and Restated Registration Rights Agreement (this “Agreement”) is entered into as of July 20, 2016, by and among 1347 Capital Corp., a Delaware corporation (the “Company”), and the parties listed on the signature pages hereto (each, an “Investor” and, collectively, the “Investors”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 26th, 2016 • Limbach Holdings, Inc. • Blank checks • Delaware
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 20, 2016, by and between LIMBACH HOLDINGS, INC., a Delaware corporation (the “Company”), and ALCENTRA CAPITAL CORPORATION, a Maryland corporation (together with its permitted assigns, the “Holder”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Loan Agreement by and between certain subsidiaries of the Company and the Holder as Agent, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”).
Loan 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...Joint Venture Agreement • July 26th, 2016 • Limbach Holdings, Inc. • Blank checks • New York
This Loan 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, and Alcentra Capital Corporation, a Maryland corporation, as Agent.
Copyright Collateral AgreementCollateral Agreement • July 26th, 2016 • Limbach Holdings, Inc. • Blank checks • New York
This 20th day of July, 2016, Limbach Company LLC, a Delaware limited liability company (the “Debtor”), with its principal place of business and mailing address at 31-35th Street, Pittsburgh, Pennsylvania 15201, in consideration of the premises contained in the Security Agreement (as defined below) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, assigns, mortgages and pledges to Fifth Third Bank, an Ohio banking corporation (“Fifth Third”), with its mailing address at Fifth Third Center, 38 Fountain Square Plaza, Cincinnati, Ohio 45263, acting as administrative agent hereunder for the Secured Creditors as defined in the Security Agreement referred to below, and its successors and assigns (Fifth Third acting as such administrative agent and any successor(s) or assign(s) to Fifth Third acting in such capacity being hereinafter referred to as the “Administrative Agent”), and grants to the Administrative Agent for the benefit of the Se
