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Item 9A. Controls and Procedures

2025-03-19 compared with 2024-03-07 · 52 added, 41 removed, 172 unchanged (35% of the section changed)

18 unchanged sentences

OTHER INFORMATION

Amendment No.

1 to A&R Term Loan Credit Agreement

On March 6, 2024, the Company, along with the guarantors party thereto, the lenders party thereto and Cantor Fitzgerald Securities, as agent, entered into Amendment No.

1, Limited Waiver and Consent to Amended and Restated Term Loan Credit Agreement (“Term Loan Amendment No.

1”) to the A&R Term Loan Credit Agreement.

Term Loan Amendment No.

1 amended the A&R Term Loan Credit Agreement to, among other things (i) modify the definition of “EBITDA” to permit certain additional addbacks, (ii) increase the amount of purchase money indebtedness and capital lease obligations permitted thereunder, (iii) permit a sale and leaseback transaction closed concurrently with Term Loan Amendment No.

1 (the “Sale Leaseback Transaction”) and (iv) waive any mandatory prepayment requirement in connection with such sale leaseback transaction.

The foregoing summary of Term Loan Amendment No.

1 does not purport to be complete and is subject to, and qualified in its entirety by, the full and complete text of Term Loan Amendment No.

1, a copy of which is attached hereto as Exhibit 10.20 and is incorporated by reference herein.

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Amendment No.

4 to 2022 ABL Credit Agreement

On March 6, 2024, the Company, along with the guarantors party thereto, the lenders party thereto and Eclipse Business Capital LLC, as agent, entered into Amendment No.

4, Limited Waiver and Consent to Credit Agreement (“ABL Amendment No.

4”) to the ABL Credit Agreement.

ABL Amendment No.

4 amended the ABL Credit Agreement to, among other things (i) modify the definition of “EBITDA” to permit certain additional addbacks, (ii) increase the amount of purchase money indebtedness and capital lease obligations permitted thereunder, (iii) permit the Sale Leaseback Transaction closed concurrently with ABL Amendment No.

4 and (iv) waive any mandatory prepayment requirement in connection with such sale leaseback transaction.

The foregoing summary of ABL Amendment No.

4 does not purport to be complete and is subject to, and qualified in its entirety by, the full text of ABL Amendment No.

4, a copy of which is attached hereto as Exhibit 10.21 and is incorporated by reference herein.

b) During the year ended December 31, 2024, none of the Company’s directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” (each as defined in Item 408(a) of Regulation S-K under the Exchange Act).

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

8 unchanged sentences

The inclusion of our website address in this Annual Report on Form 10-K does not include or incorporate by reference the information on our website into this Annual Report.

Insider Trading Policy

We have adopted a written insider trading policy governing the purchase, sale and/or other dispositions of our securities by our directors, officers and employees.

A copy of the insider trading policy is filed as an exhibit to this Annual Report on Form 10-K.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

11 unchanged sentences

001-08604) filed on December 2, 2011, incorporated by reference herein).

3.2 Certificate of Amendment of Amended and Restated Certificate of Incorporation of Team, Inc., dated October 24, 2013 .

3.2 Certificate of Amendment of Amended and Restated Certificate of Incorporation of Team, Inc., dated October 24, 2013 (filed as Exhibit 3.2 to Team, Inc.’s Annual Report on Form 10-K (File No.

001-08604) filed on March 7, 2024, incorporated herein by reference).

3.3 Certificate of Amendment to Amended and Restated Certificate of Incorporation of Team, Inc., dated November 28, 2022 (filed as Exhibit 3.3 to Team, Inc.’s Quarterly Report on Form 10-Q/A (File No.

8 unchanged sentences

001-08604) filed on February 2, 2022, incorporated by reference herein).

4.1 Description of Securities Registered under Section 12 of Exchange Act.

4.1 Description of Securities Registered under Section 12 of Exchange Act (filed as Exhibit 4.1 to Team, Inc.’s Annual Report on Form 10-K (File No.

001-08604) filed on March 16, 2022, incorporated herein by reference) .

4.2 Certificate representing shares of common stock of Company (filed as Exhibit 4(1) to Team, Inc.’s Registration Statement on Form S-1, (File No.

13 unchanged sentences

001-08604) filed on December 10, 2021, incorporated herein by reference).

4.7 Section 382 Rights Agreement, dated as of February 2, 2022, between Team, Inc.

and Computershare Trust Company, N.A., as rights agent (filed as Exhibit 4.1 to Team, Inc.’s Current Report on Form 8-K (File No.

001-08604) filed on February 2, 2022, incorporated by reference herein).

4.7 Second Amended and Restated Registration Rights Agreement, dated February 11, 2022, by and between the Company, APSC Holdco II, L.P, Corre Opportunities Qualified Master Fund, LP, Corre Horizon Fund, LP and Corre Horizon II Fund, LP.

1 unchanged sentence

001-08604) on February 15, 2022, incorporated by reference herein).

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4.8 Team, Inc.

2 unchanged sentences

001-08604) filed on February 15, 2022, incorporated by reference herein) .

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4.9 Team, Inc.

34 unchanged sentences

and Team, Inc.

10.11† Furmanite Corporation 1994 Stock Incentive Plan, Amendment and Restatement effective May 9, 2013 (filed as Exhibit 4.4 to Team, Inc.’s Registration Statement on Form S-8, File No.

333-209871, filed on March 1, 2016, incorporated by reference herein).

(filed as Exhibit 10.10 to Team, Inc.’s Annual Report on Form 10-K (File No.

001-08604) filed on March 7, 2024, incorporated herein by reference).

10.11† Team, Inc.

2018 Equity Incentive Plan (filed as Exhibit 4.5 to Team, Inc.’s Current Report on Form S-8, (File No.

2018 Equity Incentive Plan (filed as Exhibit 4.5 to Team, Inc.’s Registration Statement on Form S-8, (File No.

333-225727), filed on June 19, 2018, incorporated by reference herein).

6 unchanged sentences

Compensation Letter by and between Team, Inc.

Tucker (filed as Exhibit 10.15 to Team, Inc.’s Annual Report on Form 10-K (File No.

001-08604) filed on March 7, 2024, incorporated herein by reference).

Form of Executive Restricted Stock Unit Award Agreement under the Team, Inc.

2018 Equity Incentive Plan.

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2018 Equity Incentive Plan (filed as Exhibit 10.16 to Team, Inc.’s Annual Report on Form 10-K (File No.

001-08604) filed on March 7, 2024, incorporated herein by reference).

Form of Performance Unit Award Agreement under the Team, Inc.

2018 Equity Incentive Plan.

2018 Equity Incentive Plan (filed as Exhibit 10.17 to Team, Inc.’s Annual Report on Form 10-K (File No.

001-08604) filed on March 7, 2024, incorporated herein by reference).

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Form of Indemnification Agreement (filed as Exhibit 10.2 to Team, Inc.’s Current Report on Form 8-K (File No.

001-08604) filed on February 9, 2018, incorporated by reference herein).

10.19† Team, Inc.

Corporate Executive Officer Compensation and Benefits Continuation Policy (filed as Exhibit 4.2 to Team, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022 (File No.

1 unchanged sentence

Amendment No.

1 to Amended and Restated Term Loan Credit Agreement , dated as of March 6 , 2024, by and among Team, Inc., as Borrower, the lenders party thereto, the guarantors party thereto and Cantor Fitzgerald Securities , as Ag ent.

A mendment No.

4 to Credit Agreement, dated as of March 6 , 2024, among Team, Inc.

, as Borrower, the lenders from time to time party t hereto , the guarantors party thereto and Eclipse Business Capital LLC.

1 to Amended and Restated Term Loan Credit Agreement, dated as of March 6, 2024, by and among Team, Inc., as Borrower, the lenders party thereto, the guarantors party thereto and Cantor Fitzgerald Securities, as Agent (filed as Exhibit 10.20 to Team, Inc.’s Annual Report on Form 10-K (File No.

001-08604) filed on March 7, 2024, incorporated herein by reference).

Amendment No.

4 to Credit Agreement, dated as of March 6, 2024, among Team, Inc., as Borrower, the lenders from time to time party thereto, the guarantors party thereto and Eclipse Business Capital LLC.

as Agent (filed as Exhibit 10.21 to Team, Inc.’s Annual Report on Form 10-K (File No.

001-08604) filed on March 7, 2024, incorporated herein by reference).

Amendment No.

2 to Amended and Restated Term Loan Credit Agreement, dated as of September 30, 2024, by and among Team, Inc., as Borrower, the lenders party thereto, the guarantors party thereto and Cantor Fitzgerald Securities, as Agent (filed as Exhibit 10.1 to Team, Inc.’s Current Report on Form 8-K (File No.

001-08604) filed on October 1, 2024, incorporated by reference herein).

Amendment No.

5 to Credit Agreement, dated as of September 30, 2024, among Team, Inc., as Borrower, the lenders from time to time party thereto, the guarantors party thereto and Eclipse Business Capital LLC.

as Agent (filed as Exhibit 10.2 to Team, Inc.’s Current Report on Form 8-K (File No.

001-08604) filed on October 1, 2024, incorporated by reference herein).

Amended and Restated Substitute Insurance Reimbursement Facility Agreement, dated as of September 16, 2024, by and between 1970 Group, Inc.

and Team, Inc.

Second Amended and Restated 2018 Equity Incentive Plan (filed as Exhibit 4.7 to Team, Inc.’s

Registration Statement on Form S-8, (File No.

333-281395), filed on August 8, 2024, incorporated by reference herein).

First Lien Term Loan Credit Agreement, dated March 12 , 2025, by and among Team, Inc., as Borrower, the lenders party thereto, the guarantors party thereto and HPS Investment Partners, LLC, as Agent (filed as Exhibit 10.1 to Team, Inc.’s Current Report on Form 8-K (File No.

001-08604) filed on March 13 , 2025, incorporated by reference herein) .

Second Amended and Restated Term Loan Credit Agreement, dated March 12 , 2025, by and among Team, Inc., as Borrower, the lenders party thereto, the guarantors party thereto and Cantor Fitzgerald Securities, as Agent (filed as Exhibit 10.2 to Team, Inc.’s Current Report on Form 8-K (File No.

001-08604) filed on March 13 , 2025, incorporated by reference herein) .

Amendment No.

6 to Credit Agreement, dated as of March 12 , 2025, among Team, Inc., as Borrower, the lenders from time to time party thereto, the guarantors party thereto and Eclipse Business Capital LLC.

as Agent (filed as Exhibit 10.3 to Team, Inc.’s Current Report on Form 8-K (File No.

001-08604) filed on March 13 , 2025, incorporated by reference herein) .

19.1 Team, Inc.

Insider Trading Policy.

21 Subsidiaries of Team, Inc.

7 unchanged sentences

97.1 Team, Inc.

Compensation Recovery Policy.

Compensation Recovery Policy (filed as Exhibit 97.1 to Team, Inc.’s Annual Report on Form 10-K (File No.

001-08604) filed on March 7, 2024, incorporated herein by reference).

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101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.

35 unchanged sentences

(Ted Stenger)

/ S / PAMELA J.

Director March 19, 2025

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.

What changed 10-K

Item 9A. Controls and Procedures