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5 to the Credit Agreement
−Removed: On April 24, 2024, the Company executed Amendment No.
−Removed: 3 to the Loan Agreement with White Oak Commercial Finance, LLC.
−Removed: 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.
−Removed: The Company was in compliance with all financial covenants under the amended agreement as of March 31, 2024.
+Added: On July 26, 2024, the Company executed Amendment No.
+Added: 5 to the Loan Agreement with White Oak Commercial Finance, LLC and the Lenders party thereto.
+Added: This amendment, among other things, (i) replaces the minimum FCCR covenant with a minimum EBITDA covenant for the next four quarters, (ii) modifies the minimum liquidity requirements through January 1, 2025, (iii) replaces the requirement to raise $45.0 million through asset sales by September 30, 2024, with certain milestones requiring the Company to raise $25.0 million (the “2024 Liquidity Transactions”) by September 30, 2024, and (iv) further modifies the timing and amounts of term loan prepayments.
+Added: Under the terms of Amendment No.
+Added: 5, the Company must make the following term loan prepayments:
+Added: July 26, 2024 – $2.0 million, August 30, 2024 - $4.0 million and September 30, 2024 - $4.0 million.
+Added: The Company must also make a prepayment of $5.0 million upon the close of the sale of the East-West Jones property.
+Added: If the East-West Jones property does not close on or before September 30, 2024, the Company must make the following term loan prepayments:
+Added: October 31, 2024 - $1.67 million, November 29, 2024 - $1.67 million and December 31, 2024 - $1.67 million.
+Added: In the event the 2024 Liquidity Transactions do not occur on or prior to September 30, 2024, the following will occur:
+Added: (i) margin will be increased by 50 basis-points on October 1 , 2024 and every seven day period thereafter
+Added: (but in any event not in excess of 200 basis-points) and the pricing grid level for the revolving facility shall be set to Level III, (ii) accounts constituting Eligible Surety Bond Accounts shall be phased out of the Borrowing Base and shall no longer constitute Eligible Surety Bond Accounts pursuant to a schedule to be determined by the Administrative Agent in its sole discretion and which may be reduced to zero, and (iii) the following additional prepayments will be required:
+Added: January 31, 2025 - $1.67 million, February 28, 2025 - $1.67 million and March 31, 2025- $1.67 million.
Amendment No.
−Removed: 3 also includes other administrative and definitional changes.
+Added: 5 also includes other administrative and definitional changes, including changes to the EBITDA requirements used to compute the interest rate margin applicable to the revolving credit facility.
The foregoing description of Amendment No.
5 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: Land Sale Contract, dated February 20, 2024, by and between a subsidiary of Orion Group Holdings, Inc.
−Removed: and Brixx Technologies LLC.
−Removed: (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.
−Removed: Employment Agreement by and between Orion Group Holdings, Inc.
−Removed: Chipman Earle, effective March 20, 2024.
−Removed: Form of Restricted Stock Agreement under the 2022 Long-Term Incentive Plan.
−Removed: Form of Performance Unit Agreement under the 2022 Long-Term Incentive Plan.
+Added: Purchase and Sale Agreement, dated July 2, 2024, by and between a subsidiary of Orion Group Holdings, Inc.
+Added: and Capital Development Partners Acquisitions, LLC (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 July 2, 2024 (File No.
+Added: Orion Group Holdings, Inc.
+Added: Employee Stock Purchase Plan (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 May 17, 2024 (File No.
Amendment No.
−Removed: 2, dated February 27, 2024 to the Loan Agreement dated as of May 15, 2023 among Orion Group Holdings, Inc.
−Removed: 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.
−Removed: (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: 1 to Orion Group Holdings, Inc.’s 2022 Long-Term Incentive Plan (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 17, 2024 (File No.
Amendment No.
−Removed: 3, dated April 24, 2024 to the Loan Agreement dated as of May 15, 2023 among Orion Group Holdings, Inc.
+Added: 4, dated June 28, 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 (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 July 2, 2024 (File No.
+Added: Amendment No.
+Added: 5 dated July 26, 2024, to the Loan Agreement dated as of May 15, 2023 among Orion Group Holdings, Inc.
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.
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ORION GROUP HOLDINGS, INC.
−Removed: April 26, 2024
+Added: July 26, 2024
/s/ Travis J.
President and Chief Executive Officer
−Removed: April 26, 2024
+Added: July 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.