OTHER INFORMATION
+Added: Amendment No.
+Added: 3 to the Credit Agreement
+Added: On April 24, 2024, the Company executed Amendment No.
+Added: 3 to the Loan Agreement with White Oak Commercial Finance, LLC.
+Added: This amendment, among other things, (i) replaces the Consolidated EBITDA covenant with a Consolidated Fixed Charge Coverage Ratio (FCCR) for the quarter ended March 31, 2024, (ii) lowers the FCCR covenant threshold from 1.10:1.00 to 1.00:1.00 through the quarter ended December 31, 2024, (iii) lowers the $15 million prepayment due June 30, 2024 to $10 million, (iv) extends the maturity of the Loan Agreement by one year to May 15, 2027, and (v) resets the make-whole provision to align with the extension.
+Added: The Company was in compliance with all financial covenants under the amended agreement as of March 31, 2024.
+Added: Amendment No.
+Added: 3 also includes other administrative and definitional changes.
+Added: The foregoing description of Amendment No.
+Added: 3 does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of Amendment No.
+Added: 3, a copy of which is filed as Exhibit 10.6 to this Quarterly Report on Form 10-Q and incorporated herein by reference.
Amended and Restated Certificate of Incorporation of Orion Group Holdings, Inc.
2 unchanged sentences
(incorporated herein by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, filed with the Securities and Exchange Commission on August 5, 2016 (File No.
−Removed: Letter Agreement, dated July 31, 2023, by and between Peter R.
−Removed: Buchler and Orion Group Holdings, Inc.
−Removed: (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 4, 2023 (File No.
−Removed: Employment Agreement by and between Orion Group Holdings, Inc.
−Removed: and Travis J.
−Removed: Boone, effective September 27, 2023.
−Removed: (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 28 2023 (File No.
+Added: Land Sale Contract, dated February 20, 2024, by and between a subsidiary of Orion Group Holdings, Inc.
+Added: and Brixx Technologies LLC.
+Added: (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 20, 2024 (File No.
Employment Agreement by and between Orion Group Holdings, Inc.
−Removed: and Scott Thanisch, effective September 27, 2023.
−Removed: (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 28 2023 (File No.
+Added: Chipman Earle, effective March 20, 2024.
+Added: Form of Restricted Stock Agreement under the 2022 Long-Term Incentive Plan.
+Added: Form of Performance Unit Agreement under the 2022 Long-Term Incentive Plan.
+Added: Amendment No.
+Added: 2, dated February 27, 2024 to the Loan Agreement dated as of May 15, 2023 among Orion Group Holdings, Inc.
+Added: and certain of its subsidiaries from time to time party hereto as borrowers, the entities from time to time party hereto, as Lenders, White Oak Commercial Finance, LLC, as Administrative Agent and Collateral Agent.
+Added: (incorporated herein by reference to Exhibit 10.23 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the Securities and Exchange Commission on March 1, 2024 (File No.
+Added: Amendment No.
+Added: 3, dated April 24, 2024 to the Loan Agreement dated as of May 15, 2023 among Orion Group Holdings, Inc.
+Added: and certain of its subsidiaries from time to time party hereto as borrowers, the entities from time to time party hereto, as Lenders, White Oak Commercial Finance, LLC, as Administrative Agent and Collateral Agent.
Certification of the Chief Executive Officer Pursuant to Rules 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
14 unchanged sentences
ORION GROUP HOLDINGS, INC.
−Removed: October 27, 2023
+Added: April 26, 2024
/s/ Travis J.
President and Chief Executive Officer
−Removed: October 27, 2023
+Added: April 26, 2024
/s/ Scott Thanisch
2 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.