8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): August 17, 2016

TEAM, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-08604	74-1765729
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

13131 Dairy Ashford, Suite 600

Sugar Land, Texas 77478

(Address of Principal Executive Offices and Zip Code)

Registrant’s telephone number, including area code: (281) 331-6154

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate line below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 — CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 — CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the — Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the — Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On August 17, 2016, Team Inc. (“Team”) entered into that certain Third Amendment to Credit Agreement with Bank of America, N.A., as administrative agent, and the lenders party thereto (the “Third Amendment”). The Third Amendment amends and restates certain portions of the Credit Facility described in Team’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 7, 2015 and filed as Exhibit 10.1 therewith, which was amended by that certain First Amendment to Credit Agreement dated December 2, 2015 and that certain Second Amendment and Commitment Increase to Credit Agreement dated February 29, 2016 (as amended, the “Existing Credit Agreement”). The effect of the Third Amendment, among other items, is described as follows. First, the Third Amendment makes certain revisions to the scheduled changes in the maximum Total Leverage Ratio covenant. The table below sets forth the maximum Total Leverage Ratio applicable as of the end of the fiscal quarters specified, as amended by the Third Amendment:

Fiscal Quarter Ending	Maximum Total Leverage Ratio
September 30, 2016	4.25 to 1.00
December 31, 2016	4.50 to 1.00
March 31, 2017 and June 30, 2017	4.25 to 1.00
September 30, 2017	3.75 to 1.00
December 31, 2017	3.50 to 1.00
March 31, 2018	3.25 to 1.00
June 30, 2018 and each Fiscal Quarter thereafter	3.00 to 1.00

Additionally, the Third Amendment amends the definition of Applicable Rate to add a pricing level that is in effect when the Total Leverage Ratio is greater than or equal to 4.00 to 1.00 and revises the definition of Consolidated EBITDA to increase the maximum amounts of certain add-back items in the calculation. The Existing Credit Agreement, as amended by the Third Amendment, continues to provide Team with the option to increase the aggregate principal amount of the revolving loan facility by up to $100,000,000, subject to satisfaction of certain specified conditions. For any such increase, Team may ask one or more lenders to increase their existing commitments and/or invite additional eligible lenders to become lenders under the Credit Facility.

The foregoing summary of the Third Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Third Amendment, which is filed as Exhibit 10.1 and is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or on Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On August 23, 2016, Team posted on its corporate website, www.teaminc.com, an updated investor presentation, which is attached hereto as Exhibit 99.1.

Exhibit 99.1 is being furnished under Item 7.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of such Section, nor shall such exhibits be deemed incorporated by reference in any filing made by Team under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01. Financial Statements and Exhibits.

(d)    Exhibits

Exhibit No.	Description
10.1	Third Amendment to Credit Agreement, dated August 17, 2016, among Team, Inc., certain Team, Inc. Subsidiary Guarantors, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and other Lenders party thereto.
99.1	Investor presentation materials, dated August 23, 2016.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TEAM, INC.

By:	/s/ André C. Bouchard
	André C. Bouchard
	Executive Vice President – Administration, Chief Legal Officer and Secretary

Dated: August 23, 2016

EXHIBIT INDEX

Exhibit No.	Description
10.1	Third Amendment to Credit Agreement, dated August 17, 2016, among Team, Inc., certain Team, Inc. Subsidiary Guarantors, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and other Lenders party thereto.
99.1	Investor presentation materials, dated August 23, 2016.

EX-10.1

Exhibit 10.1

THIRD AMENDMENT TO CREDIT AGREEMENT

THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Third Amendment”), dated as of August 17, 2016, is by and among TEAM, INC., a Delaware corporation (the “Borrower”), the banks listed as Lenders on the signature pages hereof (the “Lenders”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer (in said capacity as Administrative Agent, the “Administrative Agent”).

BACKGROUND

A.The Borrower, the Guarantors, the Lenders, and the Administrative Agent are parties to that certain Third Amended and Restated Credit Agreement, dated as of July 7, 2015, as amended by that certain First Amendment to Credit Agreement, dated as of December 2, 2015, and that certain Second Amendment and Commitment Increase to Credit Agreement, dated as of February 29, 2016 (said Third Amended and Restated Credit Agreement, as amended, the “Credit Agreement”; the terms defined in the Credit Agreement and not otherwise defined herein shall be used herein as defined in the Credit Agreement).

B.The Borrower has requested that the Lenders make certain amendments to the Credit Agreement, as more fully set forth herein.

NOW, THEREFORE, in consideration of the covenants, conditions and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are all hereby acknowledged, the parties hereto covenant and agree as follows:

1.AMENDMENTS.

(a)The definition of “Applicable Rate” set forth in Section 1.01 of the Credit Agreement is hereby amended to read as follows:

“Applicable Rate” means the following percentages per annum, based upon the Total Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(b):

Pricing Level	Total Leverage Ratio	Commitment Fee	Eurocurrency Rate for Loans and Letters of Credit	Base Rate for Loans
I	Less than 1.25 to 1.00	0.200	1.250	0.250
II	Greater than or equal to 1.25 to 1.00 but less than 2.00 to 1.00	0.250	1.500	0.500
III	Greater than or equal to 2.00 to 1.00 but less than 2.75 to 1.00	0.300	1.750	0.750
IV	Greater than or equal to 2.75 to 1.00 but less than 3.50 to 1.00	0.350	2.000	1.000
V	Greater than or equal to 3.50 to 1.00 but less than 4.00 to 1.00	0.400	2.250	1.250
VI	Greater than or equal to 4.00 to 1.00	0.450	2.500	1.500

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Any increase or decrease in the Applicable Rate resulting from a change in the Total Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered for any Fiscal Quarter pursuant to Section 6.02(b); provided, however, that if a Compliance Certificate is not delivered when due in accordance with such Section 6.02(b), then Pricing Level VI shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and shall remain in effect until the first Business Day immediately following the date such Compliance Certificate is actually delivered to the Administrative Agent. Notwithstanding the foregoing, the Applicable Rate in effect from and after the Closing Date through and including the date the Compliance Certificate for the Fiscal Quarter ending August 31, 2015 is delivered pursuant to Section 6.02(b) after the Closing Date shall be Pricing Level IV.

In the event that any financial statement delivered pursuant to Section 6.01(a) or 6.01(b) or any Compliance Certificate delivered pursuant to Section 6.02(b) is shown to be inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to a higher Applicable Rate for any period (an “Applicable Period”) than the Applicable Rate applied for such Applicable Period, then (i) the Borrower shall immediately deliver to the Administrative Agent a correct Compliance Certificate for such Applicable Period, (ii) the Applicable Rate shall be determined using the Pricing Level applicable for such Applicable Period based upon the corrected Compliance Certificate, and (iii) the Borrower shall immediately pay to the Administrative Agent the accrued additional interest and fees owing as a result of such increased Applicable Rate for such Applicable Period, which payment shall be promptly applied by the Administrative Agent in accordance with the terms hereof. This paragraph shall not limit the rights of the Administrative Agent, any Lender or the L/C Issuer, as the case may be, under any provision of this Agreement to payment of any Obligations hereunder at the Default Rate or under Article VIII. The obligations of the Borrower under this paragraph shall survive termination of the Aggregate Commitments and the repayment of all other Obligations hereunder.

(b)The definition of “Consolidated EBITDA” set forth in Section 1.01 of the Credit Agreement is hereby amended to read as follows:

“Consolidated EBITDA” means, for any period, for the Borrower and its Subsidiaries on a Consolidated basis, without duplication, an amount equal to the sum of (a) Consolidated Net Income, (b) Consolidated Interest Charges, (c) the amount of taxes, based on or measured by income (including state franchise and margin taxes based upon income), deducted in determining such Consolidated Net Income, (d) the amount of depreciation and amortization expense deducted in determining such Consolidated Net Income, (e) any net loss reducing Consolidated Net Income in connection with any disposition of assets, (f) to the extent deducted in determining Consolidated Net Income, non-cash adjustments for currency exchanges in accordance with GAAP, (g) to the extent deducted in determining Consolidated Net Income, the amount of out-of-pocket fees, costs and expenses incurred in

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connection with this Agreement, the other Loan Documents and the Qualspec Acquisition in an aggregate amount not to exceed $5,275,000,(h) to the extent deducted in determining Consolidated Net Income, financing fees, financial and other advisory fees, accounting fees, legal fees (and similar advisory and consulting fees), and related costs and expenses incurred by the Borrower or any Subsidiary in connection with Permitted Acquisitions and permitted asset sales (whether or not consummated) in an aggregate amount not to exceed $2,000,000 in any fiscal year, (i) to the extent deducted in determining Consolidated Net Income, the amount of any unusual, extraordinary or non-recurring charges, costs, and expenses including, without limitation, such charges, costs, and expenses for (1) the restructuring, integration or reorganization of the Borrower or any Subsidiary, (2) goodwill, fixed asset or intangible asset impairment in accordance with GAAP, (3) the settlement of litigation or other claims against the Borrower or any Subsidiary and (4) the severance of employees of the Borrower or any Subsidiary, (j) to the extent deducted in determining Consolidated Net Income, ERP system implementation expenses; provided that the aggregate amount for any fees, expenses, charges and costs that are included in clauses (i) and (j) with respect to any period of four consecutive Fiscal Quarters (A) through and including December 31, 2016, shall not exceed $30,000,000 for such period, (B) thereafter and through and including December 31, 2017, shall not exceed $25,000,000 for such period, (C) through and including December 31, 2018, shall not exceed $16,000,000 for such period, and (D) thereafter, shall not exceed 3% of Consolidated EBITDA for such period, in each case as approved by the Administrative Agent in writing, (k) non-cash losses of the Borrower and its Subsidiaries from foreign exchange conversions and mark-to-market adjustments to foreign exchange hedge agreements (or other derivatives) reducing such Consolidated Net Income, (l) other non-recurring expenses of the Borrower and its Subsidiaries reducing such Consolidated Net Income which do not represent a cash item in such period or any future period, and, without duplication, (m) non-cash expenses of the Borrower and its Subsidiaries associated with stock-based compensation reducing such Consolidated Net Income which do not represent a cash item in such period or any future period, minus the following to the extent included in calculating such Consolidated Net Income; (i) Federal, state, local and foreign income tax credits of the Borrower and its Subsidiaries for such period, (ii) all non-cash items increasing Consolidated Net Income for such period, (iii) non-cash gains of the Borrower and its Subsidiaries from foreign exchange conversions and mark-to-market adjustments to foreign exchange hedge agreements (or other derivatives), and (iv) any net gain increasing such Consolidated Net Income in connection with any disposition of assets. Notwithstanding anything to the contrary set forth above or elsewhere in this Agreement, for purposes of determining Consolidated EBITDA, EBITDA of Furmanite for the four Fiscal Quarter period ending (a) December 31, 2015 shall be $32,000,000, (b) March 31, 2016, shall be $29,000,000, (c) June 30, 2016, shall be $21,000,000, (d) September 30, 2016, shall be $13,000,000, and (e) December 31, 2016, shall be $5,000,000.

For purposes of calculating the Interest Coverage Ratio, the Total Leverage Ratio and the Senior Secured Leverage Ratio as at any date, Consolidated EBITDA shall be calculated on a proforma basis (as certified by the Borrower to the Administrative Agent) assuming that all acquisitions made, and all Dispositions completed, during the four consecutive Fiscal Quarters then most recently ended had been made on the first day of such

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period (but without any adjustment for projected cost savings or other synergies unless otherwise approved by the Administrative Agent).

(c)Section 6.14(a) of the Credit Agreement is hereby amended by amending the last sentence thereof to read as follows:

Within ninety days (or such later period as the Administrative Agent may agree in its reasonable discretion) after the time that any Person becomes a Material Foreign Subsidiary that is owned directly by a Domestic Subsidiary as a result of the creation of such Subsidiary or a Permitted Acquisition or otherwise, (x) 65% of such Subsidiary’s Equity Interest shall be pledged to secure the Secured Obligations and (y) the Lenders shall receive such board resolutions, officer’s certificates, corporate and other documents and opinions of counsel as the Administrative Agent shall reasonably request in connection with such pledge.

(d)Section 7.13(b) of the Credit Agreement is hereby amended to read as follows:

(b)    Total Leverage Ratio.

(i)    Prior to the Permitted Debt Incurrence Date, the Borrower shall not permit the Total Leverage Ratio as of the end of any Fiscal Quarter of the Borrower set forth below to be greater than the ratio set forth below opposite such Fiscal Quarter:

Fiscal Quarter Ending	Maximum Total Leverage Ratio
September 30, 2016	4.25 to 1.00
December 31, 2016	4.50 to 1.00
March 31, 2017 and June 30, 2017	4.25 to 1.00
September 30, 2017	3.75 to 1.00
December 31, 2017	3.50 to 1.00
March 31, 2018	3.25 to 1.00
June 30, 2018 and each Fiscal Quarter thereafter	3.00 to 1.00

(ii)    Notwithstanding the foregoing, from and after the Permitted Debt Incurrence Date, the Borrower shall not permit the Total Leverage Ratio as of the end of any Fiscal Quarter of the Borrower set forth below to be greater than the ratio set forth below opposite such Fiscal Quarter:

Fiscal Quarter Ending	Maximum Total Leverage Ratio
September 30, 2016	4.25 to 1.00
December 31, 2016	4.50 to 1.00
March 31, 2017 and June 30, 2017	4.25 to 1.00
September 30, 2017 and each Fiscal Quarter thereafter	4.00 to 1.00

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(e)Section 7.13(c) of the Credit Agreement is hereby amended to read as follows:

(c)    Senior Secured Leverage Ratio. From and after the Permitted Debt Incurrence Date, the Borrower shall not permit the Senior Secured Leverage Ratio as of the end of any Fiscal Quarter of the Borrower set forth below to be greater than the ratio set forth below opposite such Fiscal Quarter:

Fiscal Quarter Ending	Maximum Senior Secured Leverage Ratio
September 30, 2016	3.25 to 1.00
December 31, 2016	3.50 to 1.00
March 31, 2017 and June 30, 2017	3.25 to 1.00
September 30, 2017 and each Fiscal Quarter thereafter	3.00 to 1.00

(f)Exhibit B, Compliance Certificate, is hereby amended to be in the form of Exhibit B to this Third Amendment.

2.REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof, and immediately after giving effect to this Third Amendment:

(a)the representations and warranties of the Borrower and each other Loan Party contained in Article II, Article V and each other Loan Document, or which are contained in any document that has been furnished under or in connection herewith or therewith, are (i) with respect to representations and warranties that contain a materiality qualification, true and correct and (ii) with respect to representations and warranties that do not contain a materiality qualification, are true and correct in all material respects, and except that for purposes hereof, except (x) to the extent Administrative Agent has been previously notified of any changes in the facts on which such representations and warranties were based in a certificate delivered to Administrative Agent pursuant to Section 6.02(b) of the Credit Agreement, (y) the representations and warranties contained in Sections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively, and (z) any representation and warranty that by its terms is made only as of an earlier date, is true and correct in all material respects (or in the case of such representations and warranties that are subject to a materiality qualification, in all respects) as of such earlier date;

(b)no Default exists;

(c)(i) the Borrower has full power and authority to execute and deliver this Third Amendment, (ii) this Third Amendment has been duly executed and delivered by the Borrower and (iii) this Third Amendment and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws;

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(d)neither the execution, delivery and performance of this Third Amendment or the Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will (i) conflict with any Organization Documents of the Borrower, (ii) violate any Applicable Law applicable to the Borrower in any material respect (other than failures to obtain governmental authorizations, make filings or provide notices, etc. which do not violate Section 5.03 of the Credit Agreement), or (iii) conflict with any Contractual Obligation to which the Borrower is a party or affecting the Borrower or the properties of the Borrower or any of its Subsidiaries or any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower or its property is subject, except in each case referred to in this clause (iii) for such violations, breaches and defaults that, individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect; and

(e)no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority or other Person not previously obtained is required to be obtained or made by (i) the Borrower as a condition to the execution, delivery or performance by the Borrower of this Third Amendment or (ii) any Guarantor as a condition to the acknowledgement by any Guarantor of this Third Amendment.

3.CONDITIONS OF EFFECTIVENESS. All provisions of this Third Amendment shall be effective upon satisfaction of, or completion of, the following:

(a)the Administrative Agent shall have received counterparts of this Third Amendment executed by the Lenders;

(b)the Administrative Agent shall have received counterparts of this Third Amendment executed by the Borrower and acknowledged by each Guarantor;

(c)the representations and warranties set forth in Section 2 of this Third Amendment shall be true and correct;

(d)the Administrative Agent shall have received for its benefit and for the benefit of each Lender and the Arranger the fees in immediately available funds as agreed upon by the Borrower, Bank of America, Merrill Lynch Pierce Fenner & Smith Incorporated and the Lenders;

(e)all fees and out-of-pocket expenses of counsel for the Administrative Agent shall have been paid; and

(f)the Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent and its counsel, such other documents, certificates and instruments as the Administrative Agent shall require.

4.GUARANTOR’S ACKNOWLEDGMENT. By signing below, each Guarantor (a) acknowledges, consents and agrees to the execution, delivery and performance by the Borrower of this Third Amendment, (b) acknowledges and agrees that its obligations in respect of its Guaranty are not released, diminished, waived, modified, impaired or affected in any manner by this Third Amendment or any of the provisions contemplated herein, (c) ratifies and confirms its obligations

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under its Guaranty, and (d) acknowledges and agrees that it has no claim or offsets against, or defenses or counterclaims to, its Guaranty.

5.REFERENCE TO THE CREDIT AGREEMENT.

(a)Upon and during the effectiveness of this Third Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, or words of like import shall mean and be a reference to the Credit Agreement, as affected and amended by this Third Amendment.

(b)Except as expressly set forth herein, this Third Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights or remedies of the Administrative Agent or the Lenders under the Credit Agreement or any of the other Loan Documents, and shall not alter, modify, amend, or in any way affect the terms, conditions, obligations, covenants, or agreements contained in the Credit Agreement or the other Loan Documents, all of which are hereby ratified and affirmed in all respects and shall continue in full force and effect.

6.COSTS AND EXPENSES. The Borrower shall be obligated to pay the reasonable costs and expenses of the Administrative Agent in connection with the preparation, reproduction, execution and delivery of this Third Amendment and the other instruments and documents to be delivered hereunder.

7.EXECUTION IN COUNTERPARTS. This Third Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which when taken together shall constitute but one and the same instrument. For purposes of this Third Amendment, a counterpart hereof (or signature page thereto) signed and transmitted by any Person party hereto to the Administrative Agent (or its counsel) by facsimile or other electronic imaging means (e.g., “pdf” or “tif”) is to be treated as an original. The signature of such Person thereon, for purposes hereof, is to be considered as an original signature, and the counterpart (or signature page thereto) so transmitted is to be considered to have the same binding effect as an original signature on an original document.

8.GOVERNING LAW; BINDING EFFECT. This Third Amendment shall be governed by and construed in accordance with the laws of the State of Texas applicable to agreements made and to be performed entirely within such state; provided that the Administrative Agent and each Lender shall retain all rights arising under federal law. This Third Amendment shall be binding upon the Borrower, the Guarantors, the Administrative Agent and each Lender and their respective successors and permitted assigns.

9.HEADINGS. Section headings in this Third Amendment are included herein for convenience of reference only and shall not constitute a part of this Third Amendment for any other purpose.

10.ENTIRE AGREEMENT. THE CREDIT AGREEMENT, AS AMENDED BY THIS THIRD AMENDMENT, AND THE OTHER LOAN DOCUMENTS REPRESENT

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THE FINAL AGREEMENT BETWEEN THE PARTIES AS TO THE SUBJECT MATTER THEREIN AND HEREIN AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES.

REMAINDER OF PAGE LEFT INTENTIONALLY BLANK

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IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment as of the date above written.

		TEAM, INC.
		By:	/s/ Greg L. Boane
			Greg L. Boane
			Senior Vice President and Chief Financial
			Officer
ACKNOWLEDGED AND AGREED:
TEAM INDUSTRIAL SERVICES, INC.
TEAM INDUSTRIAL SERVICES
INTERNATIONAL, INC.
TQ ACQUISITION, INC.
By:	/s/ Greg L. Boane
	Greg L. Boane
	Senior Vice President, Chief Financial
	Officer and Treasurer
QUEST INTEGRITY GROUP, LLC
QUEST INTEGRITY USA, LLC
By:	/s/ Ted W. Owen
	Ted W. Owen
	Treasurer
ROCKET ACQUISITION, INC.
By:	/s/ Greg L. Boane
	Greg L. Boane
	Vice President and Chief Financial
	Officer

Signature Page to Third Amendment

QUALSPEC LLC
QUALSPEC INC.
By:	/s/ Greg L. Boane
	Greg L. Boane
	Senior Vice President and Treasurer
FURMANITE CORPORATION
FURMANITE WORLDWIDE, INC.
FURMANITE AMERICA, INC.
FURMANITE OFFSHORE SERVICES, INC.
By:	/s/ Greg L. Boane
	Greg L. Boane
	Executive Vice President, Chief
	Financial Officer and Treasurer
TCI SERVICES, INC.
TANK CONSULTANTS, INC.
DK VALVE & SUPPLY, INC.
TCI SERVICES HOLDINGS, INC.
By:	/s/ Greg L. Boane
	Greg L. Boane
	Senior Vice President

Signature Page to Third Amendment

BANK OF AMERICA, N.A.,
as Administrative Agent
By:	/s/ Kelly Weaver
Name:	Kelly Weaver
Title:	Vice President

Signature Page to Third Amendment

BANK OF AMERICA, N.A.,
as a Lender, L/C Issuer and Swingline Lender
By:	/s/ Adam Rose
Name:	Adam Rose
Title:	SVP

Signature Page to Third Amendment

LENDERS:	JPMORGAN CHASE BANK, N.A.
	By:	/s/ John Kushnerick
	Name:	John Kushnerick
	Title:	Executive Director

Signature Page to Third Amendment

COMPASS BANK
By:	/s/ Hugh M. McCrea III
Name:	Hugh M. McCrea III
Title:	Vice President

Signature Page to Third Amendment

BRANCH BANKING AND TRUST
COMPANY
By:	/s/ Matt McCain
Name:	Matt McCain
Title:	Senior Vice President

Signature Page to Third Amendment

SUNTRUST BANK
By:	/s/ Justin Lien
Name:	Justin Lien
Title:	Director

Signature Page to Third Amendment

KEYBANK NATIONAL ASSOCIATION
By:	/s/ Suzannah Valdivia
Name:	Suzannah Valdivia
Title:	Senior Vice President

Signature Page to Third Amendment

BOKF, NA dba Bank of Texas
By:	/s/ Jeff Dunn
Name:	Jeff Dunn
Title:	Executive Vice President

Signature Page to Third Amendment

EX-99.1

56 93 138 66 109 161 75 123 180 115 148 197 161 180 212 194 205 225 Business Review August 2016 Exhibit 99.1

56 93 138 66 109 161 75 123 180 115 148 197 161 180 212 194 205 225 1 Safe Harbor Statement Certain forward-looking information contained herein is being provided in accordance with the provisions of the Private Securities Litigation Reform Act of 1995. We have made reasonable efforts to ensure that the information, assumptions and beliefs upon which this forward-looking information is based are current, reasonable and complete. Such forward-looking statements involve estimates, assumptions, judgments and uncertainties. There are known and unknown factors that could cause actual results or outcomes to differ materially from those addressed in the forward-looking information. Such known factors are detailed in the Company's Annual Report on Form 10-K and in the Company's Quarterly Reports on Form 10-Q as filed with the Securities and Exchange Commission, and in other reports filed by the Company with the Securities and Exchange Commission from time to time. Accordingly, there can be no assurance that the forward- looking information contained herein will occur or that objectives will be achieved. We assume no obligation to publicly update or revise any forward-looking statements made today or any other forward-looking statements made by the Company, whether as a result of new information, future events or otherwise.

56 93 138 66 109 161 75 123 180 115 148 197 161 180 212 194 205 225 2 Non-GAAP Financial Measures (Unaudited) The Company uses supplemental non-GAAP financial measures which are derived from the consolidated financial information including adjusted net income; adjusted net income per share, earnings before interest and taxes (“EBIT”); adjusted EBIT; and adjusted earnings before interest, taxes, depreciation and amortization (“adjusted EBITDA”) to supplement financial information presented on a GAAP basis. Adjusted net income and adjusted earnings per share, each as defined by the Company, exclude the following items from net income: acquisition costs associated with business combinations, non-routine legal costs and professional fees for acquired business integration and changing our fiscal year end, losses on the revaluation of contingent consideration, non-capitalized ERP implementation costs, losses on our investment in Venezuela, certain other non-routine items and the related income tax impacts. EBIT, as defined by the Company, excludes discontinued operations, income tax expense, interest charges and items of other (income) expense and therefore is equal to operating income reported in accordance with GAAP. Adjusted EBIT further excludes the following items: acquisition costs associated with business combinations, non- routine legal costs and professional fees for acquired business integration and changing our fiscal year end, losses on the revaluation of contingent consideration, non-capitalized ERP implementation costs and certain other non-routine items. Adjusted EBITDA further excludes from adjusted EBIT depreciation, amortization and non-cash share based compensation costs. Management believes that excluding certain items from GAAP results allows management to better understand the consolidated financial performance from period to period and to better identify operating trends that may not otherwise be apparent. Moreover, the Company believes these non-GAAP financial measures will provide its stakeholders with useful information to help them evaluate operating performance. However, there are limitations to the use of the non-GAAP financial measures represented in this presentation. The Company’s non-GAAP financial measures may not be comparable to similarly titled measures of other companies who may calculate non-GAAP financial measures differently than TEAM does, limiting the usefulness of those measures for comparative purposes. The non-GAAP financial measures are not meant to be considered as indicators of performance in isolation from or as a substitute for net income as a measure of operating performance or to cash flows from operating activities as a measure of liquidity, prepared in accordance with GAAP, and should be read only in conjunction with financial information presented on a GAAP basis. Refer to previously filed Quarterly Earnings Release filings on Form 8-K for additional information on the Non-GAAP financial measures.

56 93 138 66 109 161 75 123 180 115 148 197 161 180 212 194 205 225 • Leading provider of specialty industrial services related to maintenance and installation of pressurized piping systems and processes and inspection – focused primarily on the energy industry • Recurring revenue business model – services are primarily oriented towards the maintenance and monitoring of existing facilities, but also support new facilities and facility expansions • Services are critical and essential to clients and are driven by ongoing operational and safety requirements • Organized in three complementary and synergistic business units: — TeamQualspec, delivering NDT Inspection and Heat Treating — TeamFurmanite, delivering Mechanical Services — Quest Integrity Group (QIG) • Principal services are North American centric; significant upside exists in foreign markets— especially with the recent acquisition of Furmanite 3 TEAM’s Business and Service Offering Overview Overview of TEAM • Premier NDT Inspection and assessment services • Full range of traditional and advanced NDE methods • Pipeline integrity management • Leading Field Heat Treating Company in NAM • Proprietary In-line inspection tools • Advanced engineering and assessment • Pipeline Integrity Management (PIM) • Premier Mechanical Service Company • On stream Services • Turnaround/project services Team Qualspec Team Furmanite Quest Integrity Group (QIG) Business Units

56 93 138 66 109 161 75 123 180 115 148 197 161 180 212 194 205 225 4 Our Primary Competitive Attributes---Building the Premier Global Industrial Services Company  Industrial Services Market Leadership – This means Extending our market leadership in the fragmented mechanical services and inspection industries, and meeting client demands for more single source accountability, capability, capacity and priority resource allocations.  Standard Services to Customized, Fully Integrated Solutions – This means Providing a natural escalation path, from standard and specialty individual services to advanced, fully integrated solutions as/when client circumstances demand.  Highly Trained and Experienced Workforce – This means Deploying 8,000+ highly trained and qualified employees, often with local plant or asset-specific knowledge, to help clients index and support best practices.  Practical Technology-Enablement – This means Applying mechanical and inspection/NDT technology to improve and predict condition assessment, and to enable safe, compliant and cost effective maintenance and repairs.  Regional Resources and Responsiveness – This means Leveraging the availability of regional resources and equipment at over 220 locations in 22 countries, maximizing service responsiveness and reliability.

56 93 138 66 109 161 75 123 180 115 148 197 161 180 212 194 205 225 5 Furmanite Acquisition Summary • Team, Inc. acquired Furmanite in an all equity transaction. • Acquisition purchase price was $282MM (including debt), representing a 9x multiple of Furmanite 2015 EBITDA of $30MM. (includes $3 million from business to be sold). • Merger was stock-for-stock. o Furmanite shareholders received 0.215 shares of TEAM common stock for each share of Furmanite common stock. o Furmanite shareholders own approximately 27% of combined company. • Merger closed on February 29, 2016. 4

56 93 138 66 109 161 75 123 180 115 148 197 161 180 212 194 205 225 1999 2004 2004 2007 2008 2010 2011 2012 2013 2015 2016 2016 2016 Company EA Revenues $9 $15 $90 $58 $22 $22 $12 $22 $6 $170 $345 $9 $8 Rationale Add NDT inspection capability into core industrial service offering Expand field heat treating services portfolio Bolster under- performing non- destructive testing and field heat treating branches Increase Canadian penetration, becoming #2 Canadian inspection service provider Extend mechanical service presence to Europe Broaden service and product offering; deepen skilled labor pool; geographic expansion Extend mechanical service presence to Pacific Northwest Broaden domestic inspection and repair platform to storage tanks Access to industrial rope access services package Established TEAM as the premier US NDT inspection company Established TEAM as premier NA Mechanical Services company and expands our penetration in Europe and Asia Pacific Team’s first inspection operation outside of North America (Europe). Turbinate is a mechanical furnace and pipe cleaning business recognized as a service leader in the European market. 6 Significant Acquisitions Overview GA TCI Cooperheat MQSXRI Aitec ($ in millions)

56 93 138 66 109 161 75 123 180 115 148 197 161 180 212 194 205 225 7 TEAM Proforma Business Structure TEAM ($1,365) Mechanical Services ($605) Furmanite ($300) (acquired March 2016) Inspection & Heat Treating ($685) NDT=$562, HT=$123 QualSpec ($170) (acquired July 2015) Furmanite ($45) NDT & HT Quest ($75) (FYE 2015 Pro Forma Revenue in millions)

56 93 138 66 109 161 75 123 180 115 148 197 161 180 212 194 205 225 8 TEAM Historical and Pro Forma Revenue and EBITDA Highlights ($ in millions) 260 318 479 498 454 508 624 714 813 926 1365 $29 $41 $62 $60 $46 $63 $79 $79 $90 $96 $136 $0 $50 $100 $150 $200 $250 $300 $0 $200 $400 $600 $800 $1,000 $1,200 $1,400 $1,600 Revenue Adj. EBITDA % Margin 11% 13% 13% 12% 10% 12% 13% 11% 11% 10% 10% 2006-2013 – Reporting year June 1st to May 31st 2014-2015 – Reporting year January 1st to December 31st • 20% Revenue CAGR since 2006 • 12% average annual Adj. EBITDA margin since 2006 • Major acquisitions of QualSpec (2015) and Furmanite (2016) add $500MM+ of Revenue

56 93 138 66 109 161 75 123 180 115 148 197 161 180 212 194 205 225 9 A Balanced Portfolio of Standard to Specialty Services 60% 30% 10% TEAM Furmanite Combined 47% 44% 9% Total 2015 (PF) Revenue: $1,020 $ in millions Total 2015 (PF) Revenue: $345 Total 2015 (PF) Revenue: $1,365 _____________________ Note: TEAM and Furmanite pro forma for acquisition of Qualspec and divestiture of discontinued operations, respectively. (1) Inspection & Assessment revenue consists of Inspection and QIG revenue. Inspection & Assessment (1) $615 MS $305 Inspection & Assessment $637 MS $605 6% 87% 7% Inspection & Assessment $22 MS $300 Revenue by Service Offering 7 Heat Treating (“HT”) $100 HT $23 HT $123

56 93 138 66 109 161 75 123 180 115 148 197 161 180 212 194 205 225 Team Furmanite Combined Employees 6,000 2,300 8,300 Locations 140 80 220 Countries 15 16 22 10 Geographic Scale, Scope and Customer Access North America (85%) – US (76%)/CA (9%) Europe (10%) Rest of World (5%) Combined Entity Snapshot Key Benefits • Better attract and retain skilled employees • Cross-sell services to existing customers • Creates more “large project” capabilities • Better access and service new customers • Enhances purchasing power among supplier base TEAM $931 Furmanite $224 TEAM $48 Furmanite $87 TEAM $41 Furmanite $34 $ in millions _____________________ Note: Represents 2015 Pro-Forma revenue Total 2015 (PF) Revenue: $1,155 Total 2015 (PF) Revenue: $135 Total 2015 (PF) Revenue: $75 8

56 93 138 66 109 161 75 123 180 115 148 197 161 180 212 194 205 225 11 U.S. Locations (Team, Furmanite & QualSpec) TEAM Branch Office TEAM Branch Office and Equipment Center TEAM Corporate Office QualSpec Resident Locations QualSpec Offices Quest Distribution Location Furmanite Location Furmanite Manufacturing Location

56 93 138 66 109 161 75 123 180 115 148 197 161 180 212 194 205 225 12 Blue-Chip Customer Base Refineries 45% Other 17% Pipeline 8% Power 8% Petro- Chemical 22% • Diverse customer base across several large industrial markets • Industry-leading, blue-chip customers • 7,000 active customers and minimal concentrations • Multi-year service agreements with major customers

56 93 138 66 109 161 75 123 180 115 148 197 161 180 212 194 205 225 13 An Attractive Growth Platform Breadth of Services New Capital Construction Pipeline Integrity Management LNG Boom and Cheap Feed Stocks Leading North America Market Position Areas of Growth • Opportunity to capitalize on procurement consolidation trends by customers who prefer larger, specialized service providers • Leading NAM market position; breadth of service lines and geographic reach provide opportunity to gain share in highly fragmented market • New construction starts, specifically in the Gulf coast, provide long-term opportunities • Existing and new pipeline construction create demand for our specialized integrity management programs • Cheap feed stock is driving max production capacities, which stresses equipment usage leading to more service opportunities

56 93 138 66 109 161 75 123 180 115 148 197 161 180 212 194 205 225 August 28, 2015 Questions 14

56 93 138 66 109 161 75 123 180 115 148 197 161 180 212 194 205 225 Investor Information 15 Stock Ticker NYSE: TISI Website: www.teaminc.com Headquarters Team Industrial Services 13131 Dairy Ashford #600 Sugar Land, Texas 77478 Team Contacts Ted Owen: President and CEO +1 281.388.5525 |ted.owen@teaminc.com Greg Boane: Executive Vice President and CFO +1 281.388.5541 |greg.boane@teaminc.com

56 93 138 66 109 161 75 123 180 115 148 197 161 180 212 194 205 225 Appendix 16

56 93 138 66 109 161 75 123 180 115 148 197 161 180 212 194 205 225 17 TEAM’s Business Integration Bet 8 Note: Based on unaudited pro forma consolidated results of operations as if the acquisition of Furmanite and Qualspec had occurred at the beginning of fiscal year 2015. These results are not necessarily indicative of the results which would actually have occurred if the acquisitions had taken place at the beginning of fiscal year 2015, nor are they necessarily indicative of future results. $ in millions Current FY 2015 Market Market 2018 Pro Forma Adjustment Growth Target Total Revenues 1,365 1,250 250 1,500 Adjusted EBITDA 136 105 50 155 10% 8% 20% 10% Merger Related Synergies 25 Performance Improvement 20 Targeted EBITDA 200 13%

56 93 138 66 109 161 75 123 180 115 148 197 161 180 212 194 205 225 18 Pro Forma Revenue 2015 Note: Based on unaudited pro forma consolidated results of operations as if the acquisition of Furmanite and Qualspec had occurred at the beginning of fiscal year 2015. These results are not necessarily indicative of the results which would actually have occurred if the acquisitions had taken place at the beginning of fiscal year 2015, nor are they necessarily indicative of future results. REVENUE SUMMARY Three Months Ending Mar. 31, Jun. 30, Sep. 30 and Dec. 31, 2015 (Unaudited) ($ in millions) PFORMA Revenues (Incl. QSpec and FRM) Q1 '15 Q2 '15 Q3 '15 Q4 '15 TOTAL FY '15 Team QualSpec 152 174 157 155 638 Team Furmanite 154 173 155 171 653 Quest Integrity 16 24 16 18 74 Total TEAM Consolidated 322 371 328 344 1,365

56 93 138 66 109 161 75 123 180 115 148 197 161 180 212 194 205 225 19 Pro Forma Revenue Summary Q216 vs. Q215 Note: Based on unaudited pro forma consolidated results of operations as if the acquisition of Furmanite and Qualspec had occurred at the beginning of fiscal year 2015. These results are not necessarily indicative of the results which would actually have occurred if the acquisitions had taken place at the beginning of fiscal year 2015, nor are they necessarily indicative of future results. REVENUE SUMMARY Three Months Ending June 30, 2016 and 2015 (Unaudited) ($ in millions) Q2 '16 Q2 '15 $ Change % Change TEAM Consolidated Team Consolidated Pro Forma 336 371 (34) (9%) Less: Heat Treating Services 17 28 (11) (39%) Less: Quest Integrity 20 24 (4) (17%) Plus: Fort McMurray Fire Impact 5 - 5 Adjusted Pro Forma Revenues 304 319 (14) (4%) TEAM QualSpec Team QualSpec Pro Forma 156 174 (18) (10%) Less: Heat Treating Services 17 28 (11) (39%) Plus: Fort McMurray Fire Impact 2 - 2 Adjusted Pro Forma Revenues 141 146 (5) (3%) TEAM Furmanite Team Furmanite Pro Forma 160 173 (13) (8%) Plus: Fort McMurray Fire Impact 3 - 3 Adjusted Pro Forma Revenues 163 173 (10) (6%) Quest Integrity 20 24 (4) (17%)

56 93 138 66 109 161 75 123 180 115 148 197 161 180 212 194 205 225 20 Merger Cost Synergies Achievement to Date (June 30, 2016) Annualized Savings (Millions) Operations 8.43$ Executive Level 2.83$ Corporate Functions 1.35$ Headcount Savings Total 12.61$ Public Company Costs 2.01$ Business Insurance Renewal 4.00$ Total 18.63$ Note: This schedule represents the merger cost synergies achieved to date on an annual run-rate basis.