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FOURTH AMENDMENT
TO
AMENDED AND RESTATED LOAN AGREEMENT
FOURTH AMENDMENT,
dated as of October 1, 2006 (this “ Amendment
”), to the Amended and Restated Loan Agreement dated as of
August 13, 2002, among FURMANITE LIMITED (the “
Borrower ”), FURMANITE WORLDWIDE, INC. (“
Holding ”)., the financial institutions from time to
time party thereto (the “ Banks ”) and BANK OF
SCOTLAND, as Agent for the Banks (in such capacity, the “
Agent ”), as amended by the First Amendment dated as
of December 31, 2003, the Second Amendment dated as - of
December 31, 2005 and the Third Amendment dated as of
March 31, 2006 (the “ Agreement
”).
WHEREAS, the
Borrower and Holding have advised the Agent and the Banks that they
desire to amend Section 8.19 of the Agreement;
WHEREAS, subject
to the terms and conditions set forth herein, the parties have
agreed to amend the Agreement as set forth herein;
NOW, THEREFORE, it
is agreed:
Section 1.
Definitions . Terms used in this Amendment which are defined
in the Agreement shall have the meanings specified therein (unless
otherwise defined herein).
Section 2.
Amendment. Effective as of the date hereof, Section 8.19 of
the Agreement is amended by deleting said Section 8.19 and
substituting, in lieu thereof, the following:
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“8.19
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Tangible Assets.
The aggregate amount of
Tangible Assets of all members of the Consolidated Group that are
organized in the UK, the US or Australia (and any other
jurisdiction agreed to in writing by the Agent in its sole
discretion) will be equal to or greater than 70% of the
consolidated Tangible Assets of the Consolidated
Group.”
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