Item 1.01 Entry into a Material Definitive Agreement.
On April 4, 2023, Williams Industrial Services Group Inc. (the "Company")
entered into the fifth amendment (the "Term Loan Amendment") to its Term Loan,
Guarantee and Security Agreement, dated December 16, 2020, by and among the
Company and certain of its subsidiaries as borrowers or guarantors, EICF Agent
LLC, as agent for the lenders, and the lenders party thereto (as amended, the
"Term Loan Agreement"), which increased the amount of certain additional
interest to be paid by the Company upon the earlier to occur of certain stated
events, including a prepayment or maturity of the loan obligations under the
Term Loan Agreement, from 50% to 60% of the aggregate amount of all delayed draw
term loans made under the Term Loan Agreement as of such date.
In addition, on April 4, 2023, the Company entered into a fee letter (the
"Revolving Credit Fee Letter") with PNC Bank, National Association ("PNC"),
relating to the Revolving Credit and Security Agreement, dated December 16,
2020, by and among the Company and certain of its subsidiaries as borrowers or
guarantors, PNC, as agent for the lenders, and the lenders party thereto (as
amended, the "Revolving Credit Agreement"), pursuant to which the Company agreed
to pay PNC an additional exit fee of $600,000, to be paid upon the earlier to
occur of certain stated events, including a prepayment or maturity of the loan
obligations under the Revolving Credit Agreement.
The Company expects to include each of the Term Loan Amendment and the Revolving
Credit Fee Letter as an exhibit to a future periodic report, to be filed with
the U.S. Securities and Exchange Commission. The foregoing descriptions do not
constitute a complete summary of the terms of the Term Loan Amendment or the
Revolving Credit Fee Letter and are qualified in their entirety by reference to
the full text of the respective exhibit.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report on Form 8-K is
incorporated by reference into this Item 2.03.
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