SIXTH AMENDMENT
TO
AMENDED AND RESTATED LOAN AGREEMENT
SIXTH AMENDMENT,
dated as April 1, 2008 (this “ Amendment
”), to the Amended and Restated Loan Agreement dated as of
August 13, 2002 (the “ Agreement ”), 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 ”).
WHEREAS, the
Borrower, Holding and Furmanite International Finance Limited, a
company organized under the laws of England and a wholly owned
Subsidiary of Holding, have requested that Section 2A.3(a) of
the Agreement be amended to provide for quarterly payment of the
letter of credit fee for the FIFL LC;
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.
Amendments . Upon the Amendment Effective Date (as defined
in Section 3 below):
2.1
Section 2A.3(a) of the Agreement is amended by adding the
following sentence to the end of Section 2A.3(a):
Notwithstanding
the foregoing, the letter of credit fee with respect to the FIFL LC
(other than the aforesaid $500 fee) may be paid by the Borrower
quarterly in advance commencing on April 1, 2008 and on the
first day of July, October, January and April thereafter, and (if
so paid) shall be based on the Stated Amount of the FIFL LC on the
quarterly date such fee is required to be paid.
2.2 Annex I of the
Agreement is amended by adding the following definitions
thereto:
“
FIFL ” shall mean Furmanite International Finance
Limited, a company organized under the laws of England and a wholly
owned Subsidiary of Holding.
“ FIFL
LC ” shall mean any letter of credit securing the FIFL
Obligations.
“ FIFL
Obligations ” shall mean all obligations of FIFL under
the Loan Agreement dated March 31, 2006 between FIFL and BoS
(USA) Inc.
Section 3.
Conditions Precedent . The amendments provided for by this
Amendment shall become effective on the date (the
“Amendment Effective Date”) on which the
following conditions precedent shall satisfied to the satisfaction
of the Agent or waived in writing by the Agent in its sole
discretion:
3.1 Default,
etc . As of the Amendment Effective Date, (a) there shall
exist no Default or Event of Default, (b) all representations
and warranties made by the Borrower and Holding in this Amendment,
the Agreement or in the other Loan Documents or otherwise made by
the Borrower or Holding in writing in connection herewith or
therewith shall be true and correct in all respects with the same
effect as though such representations and warranties had been made
at and as
