Execution Version AMENDMENT NO. 1, LIMITED WAIVER AND CONSENT TO AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT This AMENDMENT NO. 1, LIMITED WAIVER AND CONSENT TO AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT (this "Amendment”), dated as of March 6, 2024, is among TEAM, INC., a Delaware corporation (the "Borrower”), the Guarantors party hereto, each of the Lenders party hereto and CANTOR FITZGERALD SECURITIES, acting not individually but as agent on behalf of, and for the benefit of, the Lenders and all other Secured Parties (in such capacity, together with its successors and assigns, if any, in such capacity, the "Agent”). W I T N E S S E T H: WHEREAS, the Borrower has advised the Agent that pursuant to (i) that certain Master Lease Agreement, dated March 6, 2024 (together with all annexes, schedules and exhibits thereto, as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the "Master Lease Agreement”), by and among Team Industrial Services, Inc., a Texas corporation ("TIS”), and Avtech Capital, LLC, a Utah limited liability company ("AVT”), (ii) that certain Lease Schedule No. TEAM_001, dated March 6, 2024 (together with all exhibits thereto, as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the "Lease Schedule”), and (iii) that certain Sale Leaseback Agreement, dated as of March 6, 2024, by and between TIS, the Borrower and AVT (together with all exhibits thereto, as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the "Sale Leaseback Agreement” and together with the Master Lease Agreement and the Lease Schedule, collectively, the "Transaction Documents” ), the Borrower and TIS have agreed to sell certain equipment, goods and other related property described on Schedule I to this Amendment (the "Property”) to AVT, and AVT will subsequently lease such Property back to the Borrower (such sale and leaseback pursuant to the Transaction Documents, the "Sale Leaseback Transaction”); WHEREAS, the Borrower, the Lenders party thereto from time to time and the Agent have entered into that certain Amended and Restated Term Loan Credit Agreement, dated as of June 16, 2023 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the effectiveness of this Amendment, the "Existing Credit Agreement”); WHEREAS, the Borrower, the Guarantors, the Lenders, and the Agent have agreed to further amend the Existing Credit Agreement and the Lenders have agreed, subject to the terms and conditions set forth herein, to, among other things, (a) modify the definition of "EBITDA” and (b) modify a negative covenant regarding certain Indebtedness (the Existing Credit Agreement as amended by this Amendment, the "Credit Agreement”; capitalized terms used in this Amendment not otherwise defined herein shall have the respective meanings given thereto in the Credit Agreement); and
Form 10-K Page 103 Page 105