Effective December 29, 2021, Sterling Construction Company, Inc., as borrower, and certain of its subsidiaries, as guarantors (the “Subsidiary Guarantors”), entered into a Third Amendment to Credit Agreement (the “Amendment”) with the financial institutions party thereto as lenders (the “Lenders”) and BMO Harris Bank N.A., as administrative agent for the Lenders (the “Agent”). The Amendment amends that certain Credit Agreement, dated as of October 2, 2019, as previously amended by that certain First Amendment to Credit Agreement, dated as of December 2, 2019, and that certain Second Amendment to Credit Agreement, dated as of June 28, 2021, each by and among the Company, the Subsidiary Guarantors, the Lenders party thereto and the Agent (the “Credit Agreement”). The Credit Agreement previously provided the Company with senior secured debt financing in an amount up to $475,000,000 in the aggregate, consisting of (i) a senior secured first lien term loan facility in the amount of $400,000,000 (the “Existing Term Loans”) and (ii) a senior secured first lien revolving credit facility in an aggregate principal amount of $75,000,000 (with a $75,000,000 sublimit for the issuance of letters of credit and a $15,000,000 sublimit for swing line loans) (collectively, the “Credit Facility”).

The obligations under the Credit Facility are secured by substantially all assets of the Company and the Subsidiary Guarantors, subject to certain permitted liens and interests of other parties. The Amendment amends and restates the Credit Agreement in order to: increase the Existing Term Loans through a new incremental term loan in the aggregate principal amount of $140,000,000 to be extended by certain of the Lenders (the “Incremental Term Loans”) with the same maturity as the Existing Term Loans, in order to, among other permitted uses under the Credit Agreement, finance a portion of the purchase price of the Acquisition and pay fees and expenses incurred in connection with the Acquisition and the Amendment; expressly permit the Acquisition; amend the schedule of quarterly amortization payments of the Existing Term Loans and the Incremental Term Loans as follows: (i) in the case of the Existing Term Loans, the calendar quarter ending December 31, 2021 in an amount equal to (x) 1.25% of the principal amount of such Existing Term Loans outstanding as of June 28, 2021, in the case of each calendar quarter ending on or prior to March 31, 2023 and (y) 1.875% of the principal amount of such Existing Term Loans outstanding as of June 28, 2021, in the case of each calendar quarter ending on June 30, 2023 or thereafter, with the remaining outstanding principal amount of such Existing Term Loans repaid at maturity and (ii) in the case of the Incremental Term Loans, the calendar quarter ending March 31, 2022, in each case in amounts equal to (x) 1.25% of the initial principal amount of such Incremental Term Loans, in the case of each calendar quarter ending on or prior to March 31, 2023 and (y) 1.875% of the initial principal amount of such Incremental Term Loans, in the case of each calendar quarter ending on June 30, 2023 or thereafter, with the remaining outstanding principal amount of such Incremental Term Loans repaid at maturity; provide that the applicable margins with respect to outstanding loans, reimbursement obligations, commitment fees and letter of credit fees shall be the rates per annum set at Level III (as defined under the Credit Agreement) from the effective date of the Amendment until the delivery by the Company of the required financial statements and the related compliance certificate for the fiscal quarter ending March 31, 2022, after which the applicable margins shall be as previously determined under the Credit Agreement; amend the financial covenants as follows: (i) testing dates for compliance with the Total Leverage Ratio (as defined under the Credit Agreement) are modified such that the Company is required to maintain a Total Leverage Ratio at the last day of each fiscal quarter not to be greater than 3.25 to 1.00 ending on December 31, 2021 through and including June 30, 2022, and 3.00 to 1.00 ending on September 30, 2022 and thereafter, and (ii) the forgiveness of any portion of the SBA PPP Loans (as defined under the Credit Agreement) shall be excluded from calculations of net income and, to the extent forgiven, the SBA PPP Loans (other than interest thereon) shall be disregarded for purposes of calculating financial covenants in the Credit Agreement; provide that the amount of any mandatory prepayment in respect of excess cash flow pursuant to the Credit Agreement for the fiscal year ending December 31, 2021 is waived; provide for the same accordion rights to increase the Credit Facility except that the aggregate amount of all incremental commitments following (and after giving effect to the Incremental Term Loans made in connection with) the Amendment shall not exceed $100,000,000; and effectuate certain conforming, administrative and non-material modifications to the Credit Agreement as more fully set forth in the Amendment.