Table of
Contents
THIRD WAIVER TO CREDIT
AGREEMENT
THIRD WAIVER TO CREDIT AGREEMENT
(this ‘‘ Third Waiver ’’), dated as
of September 27, 2006, among QUANTA CAPITAL HOLDINGS LTD., an
exempted company organized under the laws of Bermuda (the
‘‘ Company ’’), the Designated
Subsidiary Borrowers (as defined in the Credit Agreement referred
to below) party to the Credit Agreement referred to below, the
undersigned lenders party to the Credit Agreement referred to
below, and JPMORGAN CHASE BANK, N.A. (f/k/a JPMorgan Chase Bank),
as Administrative Agent (in such capacity, the ‘‘
Administrative Agent ’’). Unless otherwise
defined herein, all capitalized terms used herein and defined in
the Credit Agreement are used herein as therein
defined.
WITNESSETH
:
WHEREAS, the Company, the
Designated Subsidiary Borrowers, the lenders from time to time
party thereto (the ‘‘ Lenders ’’),
the Administrative Agent, and BNP Paribas, Calyon, New York Branch,
Comerica Bank and Deutsche Bank AG New York Branch, as
Co-Documentation Agents (in such capacity, the ‘‘
Co-Documentation Agents ’’) have entered into a
Credit Agreement, dated as of July 13, 2004 and amended and
restated as of July 11, 2005 (as amended, modified or supplemented
to, but not including, the date hereof, the ‘‘
Credit Agreemen t’’);
WHEREAS, the Company, the
Designated Subsidiary Borrowers, certain Lenders and the
Administrative Agent have entered into a First Amendment and Waiver
to the Credit Agreement, dated as of July 6, 2006 (the
‘‘ First Amendment and Waiver
’’);
WHEREAS, the Company, the
Designated Subsidiary Borrowers, certain Lenders and the
Administrative Agent have entered into a Second Waiver to the
Credit Agreement, dated as of August 11, 2006 (the ‘‘
Second Waiver ’’); and
WHEREAS, subject to the terms and
conditions set forth below, the parties hereto wish to amend,
modify and/or waive certain provisions of the Credit Agreement as
provided herein;
NOW, THEREFORE, it is
agreed;
