FIRST AMENDMENT TO AMENDED AND
RESTATED LOAN AGREEMENT
FIRST AMENDMENT,
dated as of December 31, 2003 (this “ Amendment
”), to the AMENDED AND RESTATED LOAN AGREEMENT, dated as of
August 13, 2002 (as previously amended, supplemented or
modified, the “ Existing Agreement ”; and as
amended by this Amendment, the “ Agreement ”),
among FURMANITE LIMITED (formerly named FURMANITE PLC formerly
named KANEB UK PLC), a company incorporated under the laws of
England and Wales (registered number 2530049) (the “
Borrower ”), FURMANITE WORLDWIDE, INC., a Delaware
corporation (“ Holding ”), and BANK OF SCOTLAND,
as agent (in such capacity, the “ Agent ”) for
the Banks (in such capacity, the “ Agent
”).
WHEREAS,
for the purpose of facilitating a final dividend by FIL to
Furmanite 1986 (“Furmanite”) and an interim dividend by
Furmanite to the Borrower, the parties wish to amend the Existing
Agreement to permit (a) an unsecured £5,500,000.00 loan
by XANSER FINANCIAL LLC, a Delaware limited liability company, to
FIL and a (b) an unsecured £5,500,000.00 loan by the
Borrower to XANSER SERVICES LLC, a Delaware limited liability
company;
NOW,
THEREFORE, it is agreed:
Section 1.
Definitions. Terms used in this Amendment which are defined
in the Existing Agreement shall have the meanings specified therein
(unless otherwise defined herein) and shall include in the singular
number the plural and in the plural number the singular.
Section 2.
Amendments . Upon the Amendment Effective Date (as defined
in Section 3 below):
2.1
Other Indebtedness. Section 8.3 of the Existing
Agreement is amended by adding the following
Section 8.3(xiv):
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“(xiv)
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an
unsecured £5,500,000.00 loan (the “ Xanser Financial
Loan ”) by XANSER FINANCIAL LLC, a Delaware limited
liability company (“ Xanser Financial ”), to FIL
pursuant to an Unsecured Term Loan Agreement dated
December 31, 2003, between FIL and Xanser Financial (the
“ Xanser Financial Loan Agreement ”), but only
if (a) the Xanser Financial Loan is used solely by FIL to pay
to Furmanite a final dividend of £5,500,000.00 declared on
December 31, 2003 for its financial year ended December 31,
2002 (the “ FIL Dividend ”), (b) the FIL
Dividend is used by Furmanite solely to pay to the Borrower an
interim dividend of £5,500,000.00 declared on
December 31, 2003 in respect of the financial year ended
December 31, 2002 (the “ Furmanite Dividend
”), (c) the Furmanite Dividend is used by the Borrower
solely to make the Xanser Services Loan (as defined below) and
(d) Xanser Financial has executed and delivered to the Agent a
subordinati
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