EXHIBIT 10.5LOAN AGREEMENT     LOAN AGREEMENT, dated as of March 31, 2006, among Furmanite International Finance Limited, acompany organized under the laws of England (registered number 5764823) (the “Borrower”),and BoS (USA) Inc. (the “Lender”).WITNESSETH:     WHEREAS, Borrower has requested that the Lender make available to the Borrower the RevolvingCredit Loans herein described in an aggregate principal amount not exceeding $15,000,000; and     WHEREAS, the Lender is willing to make such Revolving Credit Loans available to the Borroweron the terms and conditions herein provided;     NOW, THEREFORE, it is agreed:     Section 1. DEFINITIONS.     Terms used in this Agreement which are defined in Annex I hereto shall have the meaningsspecified in such Annex I (unless otherwise defined herein) and shall include in the singularnumber the plural and in the plural number the singular. Unless otherwise specified, eachreference in this Agreement or in any other Loan Document to a Loan Document shall mean such LoanDocument as the same may from time to time be amended, restated, supplemented or otherwisemodified. All references to Sections in this Agreement or in Annex I hereto shall be deemedreferences to Sections in this Agreement unless otherwise specified. As used in this Agreement andthe other Loan Documents, the terms “including” and “such as” are illustrative and not limitative.     Section 2. THE LOAN FACILITY.     2.1 The Loans. Subject to the terms and conditions set forth herein, the Lenderagrees at any time and from time to time during the Commitment Period to make loans to the Borrower(each a “Revolving Credit Loan” and collectively, the “Revolving Credit Loans”) upto the Revolving Credit Loan Commitment; providedthat, on the date of the makingof any Revolving Credit Loan (and after giving effect thereto), the aggregate principal amount ofRevolving Credit Loans outstanding on such date shall not exceed the Revolving Credit LoanCommitment then in effect. During the Commitment Period, the Borrower may utilize the RevolvingCredit Loan Commitment by borrowing, prepaying the Revolving Credit Loans in whole or in partwithout premium or penalty (except as otherwise provided by Section 3.11), and reborrowing, all inaccordance with the terms and conditions hereof.
 

 
     2.2 Notice of Borrowing.     (a) The Borrower shall give at least four Business Days’ prior written notice (a “Noticeof Borrowing”) to the Lender of the date (which shall be a Business Day during the CommitmentPeriod) of each proposed borrowing hereunder (the “Borrowing Date”). Such notice shallspecify (subject to the provisions of this Agreement) (i) the Borrowing Date, (ii) the total amountof the proposed borrowing, which shall be in a minimum amount of $500,000 if a Base Rate (US) Loanand $500,000 if a Libor Loan (or, if greater, in integral multiples of $100,000 in each case)providedthat the aggregate principal amount of such borrowing must equal or beless than the Unutilized Revolving Commitment at such time (after giving effect to all otherNotices of Borrowings for Revolving Credit Loans pending at such time) and (iii) the Type of Loanwhich such borrowing will initially be, (iv) whether such Loan will be a Libor Loan or a Base Rate(US) Loan and, if a Libor Loan, the requested Interest Period therefor. Notwithstanding theforegoing, however, Base Rate (US) Loans may be made upon two Business Days’ telephone notice,Closing Office Time, by the Borrower to the Lender (confirmed as soon as possible thereafter inwriting). Unless otherwise agreed to by the Lender and the Borrower, the Notice of Borrowing forall Loans shall be substantially in the form of Exhibit A hereto. The Borrower may not have morethan ten (10) Loans outstanding at any time.     (b) The Borrower may not designate more than one Interest Period for Libor Loans or (unlessotherwise consented to by the Lender) more than one Type of Loan in the same Notice of Borrowing.Without the Lender’s consent, no Libor Loan shall be made or maintained if the principal amountthereof is less than $500,000. Without the consent of the Lender, the Borrower shall not beentitled to make borrowings under the Revolving Credit Loan Commitment more than twice in anycalendar week.     (c) [intentionally deleted]     (d) Each Loan requested in a Notice of Borrowing shall be made in Dollars. If, with respectto any requested Libor Loan, the Lender does not expect to be able to fund such Loan for theInterest Period applicable thereto by obtaining a matching deposit in the London inter-bank marketat the relevant time or (ii) it would be impossible, unlawful or contrary to any regulation,interpretation, order, directive or request (whether or not having the force of law) applicable tothe Lender of any court or governmental authority, or any fiscal, monetary, central bank or otherauthority having jurisdiction over the Lender for the Lender to make the Libor Loan available tothe Borrower, the Lender shall promptly notify the Borrower and the requested Loan shall instead bemade as a Base Rate (US) Rate Loan.     2.3 The Note.     (a) The Borrower’s obligation to pay the principal of, and interest on, the Revolving CreditLoans of the Lender shall be evidenced by a promissory note of the Borrower payable to theorder of the Lender substantially in the form of Exhibit B hereto (as such note may be fromtime to time be amended, supplemented, restated or otherwise modified, a “Revolving CreditNote”.
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     (b) The Revolving Credit Note is entitled to the benefits of this Agreement and shall besecured by the FIFL LC.     (c) The principal amount of all Revolving Credit Loans of the Lender outstanding from time totime, and interest accrued thereon, shall be recorded on the records of the Lender and, prior toany transfer of, or any action to collect, its Revolving Credit Note, the unpaid principal amountof the Revolving Credit Loans evidenced thereby shall be endorsed on the reverse side of suchRevolving Credit Note, together with the date of such endorsement and the date to which interesthas been paid; any failure to make such endorsement and provide such other information, however,shall not affect the Borrower’s obligations hereunder or under the Note.     2.4 [intentionally deleted]     2.5 Mandatory Prepayments of Revolving Credit Loans.     (a) The Borrower shall prepay the Revolving Credit Loans on any day and on the effective dateof any reduction or termination in the Revolving Credit Loan Commitment hereunder to the extentthat the aggregate principal amount of such Loans on such date shall exceed the Revolving CreditLoan Commitment in effect on such date; if the Revolving Credit Loan Commitment is terminated infull, then the Borrower shall immediately prepay in full the aggregate outstanding principal amountof all Revolving Credit Loans. Repayments pursuant to this Section shall first be made against (tothe extent available) outstanding Revolving Credit Loans which are Libor Loans having an InterestPeriod ending on the date of such repayment, then to Base Rate (US) Loans, as directed by theBorrower by written (or telephonic, promptly confirmed in writing) notice to the Lender or, in theabsence of such direction, by the Lender.     (b) The then-unpaid principal amount of the Revolving Credit Loans shall be payable in full onthe first Business Day of January, 2010.     2.6 [intentionally deleted]     2.7 Voluntary Repayment of Revolving Credit Loans. The Borrower shall have the right,at any time and from time to time, by four Business Days’ prior written notice to the Lender toprepay the Revolving Credit Loans, in whole, or in part in integral multiples of $500,000 andwithout premium, providedthat at the time of any such prepayment of the RevolvingCredit Loans in full, the Borrower shall pay all interest accrued on the amount of such prepaymentand all other amounts owing to the Lender in respect thereof including, without limitation, anycompensation payable under Section 3.11 hereof. Subject to the terms and conditions of thisAgreement, amounts prepaid under this Section 2.7 may be reborrowed.     Section 3. INTEREST.
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     3.1 Rate of Interest. The Borrower agrees to pay interest in respect of the unpaidprincipal amount of each Loan from time to time outstanding from the date the proceeds thereof aremade available to the Borrower until maturity (whether by acceleration or otherwise) at thefollowing interest rates: (i) each Libor Loan, at a rate per annum for each Interest Periodapplicable thereto equal to (x) LIBOR for such Interest Period plus (y) the EurocurrencyDifferential, and (ii) each Base Rate (US) Loan, at a rate per annum equal to (x) the Base Rate(US), such rate to change as and when such Base Rate (US) changes, plus (y) the Base Rate (US)Differential. Interest shall be computed for the actual number of days elapsed on the basis of a360 day year.     3.2 Interest Payment Dates. Interest on and prior to maturity in respect of each Loanshall be payable in arrears (i) if such Loan is (x) a Libor Loan, on the last day of each InterestPeriod applicable thereto and, if such Interest Period is longer than three months, at the end ofeach three-month interval within such Interest Period or (y) a Base Rate (US) Loan, on the lastBusiness Day of each calendar quarter after the making thereof and on the last day of any InterestPeriod applicable thereto, (ii) upon any prepayment or repayment of such Loan in full (to theextent accrued on the amount prepaid or repaid) and (iii) at maturity (whether by acceleration orotherwise). The Lender shall endeavor to notify the Borrower prior to each such interest paymentdate of the amount to be paid by the Borrower on such date, but no failure by the Lender to do soshall in any way affect the Borrower’s obligations hereunder to timely pay the full amount ofinterest due when due; however, no such amount paid in reliance on such a notice, or paid inaccordance with the Borrower’s good faith calculations in the absence of such a notice, shallconstitute an Event of Default under Section 9.1 unless the Borrower shall fail to timely pay thefull amount of any further adjustment as may be appropriate pursuant to notice to the Borrower fromthe Lender.     3.3 Overdue Payment of Principal and Interest. Overdue principal of, and overdueinterest in respect of, each Loan shall bear interest for each day, payable on demand, at a rateper annum (the “Past-Due Rate”) equal to 2% per annum in excess of the interest rateotherwise applicable to such Loan (up to the end of the then-current Interest Period therefor, orany subsequent interest period therefor selected by the Lender, that is applicable to such Loan).     3.4 Interest Periods. For purposes of this Agreement the term “InterestPeriod” shall mean:     (a) with respect to any Libor Loan: (i) initially, the period commencing on the borrowing or conversion date, as thecase may be, with respect to such Loan and ending one, three, six or nine monthsthereafter, as selected by the Borrower in its Notice of Borrowing or Notice ofConversion, as the case may be, given with respect thereto; and  (ii) thereafter, each period commencing on the last day of the next precedingInterest Period applicable to such Loan and ending one, three, six or nine monthsthereafter, as selected by the Borrower by irrevocable notice (each an “InterestPeriod Notice”) to the Lender not later than 10:00 a.m., Closing Office Time, fourBusiness Days 
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   prior to the last day of the then current Interest Period with respectthereto;provided that, all of the foregoing provisions relating to Interest Periods forLibor Loans are subject to the following: (1) if any Interest Period pertaining to a Libor Loan wouldotherwise end on a day that is not a Business Day, such Interest Period shallbe extended to the next succeeding Business Day unless the result of suchextension would be to carry such Interest Period into another calendar month inwhich event such Interest Period shall end on the immediately precedingBusiness Day;  (2) any Interest Period that would otherwise extend beyond the datefinal payment is due on the Libor Loan shall end on such date of final payment;  (3) any Interest Period pertaining to a Libor Loan that begins onthe last Business Day of a calendar month (or on a day for which there is nonumerically corresponding day in the calendar month at the end of such InterestPeriod) shall end on the last Business Day of a calendar month;  (4) the Borrower shall select Interest Periods so as not torequire a payment or prepayment of any Libor Loan during an Interest Period forsuch Loan;  (5) in the absence of timely selection by the Borrower of anInterest Period for a Libor Loan, the Interest Period shall be one month(subject to the other terms of this proviso); and  (6) the Borrower shall select Interest Periods in order to complywith the provisions of Section 2.2(b); and     (b) with respect to any Base Rate (US) Loan, the period commencing on the borrowing orconversion date, as the case may be, with respect to such Loan and ending on the first to occur ofthe maturity date (whether by acceleration or otherwise) of such Loan or the conversion date withrespect to such Loan.     3.5 Conversion.     (a) The Borrower shall have the option to convert (i) at any time, all or a portion of anyBase Rate (US) Loan into a Libor Loan or (ii) on the last day of an Interest Period applicablethereto, a Libor Loan into a Base Rate (US) Loan; provided, however, (x) withoutthe consent of the Lender,no portion of the outstanding principal amount of any Base Rate (US) Loan may be converted into aLibor Loan during the continuance of any Default or Event of Default and (y) no Loan may beconverted under this Section 3.5(a) unless the provisions of the next-to-last sentence of Section2.2(b) are complied with after giving effect to such conversion.
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     (b) The Borrower shall exercise the option granted pursuant to Section 3.5(a) by giving, nolater than 10:00 a.m., Closing Office Time, on the fourth Business Day prior to the proposedconversion date, written or telephonic notice (confirmed in writing) thereof (a “Notice ofConversion”) to the Lender. Each Notice of Conversion shall state (i) the option to beexercised pursuant to Section 3.5(a), the requested conversion date which shall be a Business Dayand which in the case of the conversion of any Base Rate (US) Loan shall be deemed the last day ofthe Interest Period applicable thereto and (ii) in the case of a conversion into a Libor Loan, therequested Interest Period therefor. Unless otherwise agreed to by the Lender and the Borrower, theNotice of Conversion shall be substantially in the form of Exhibit C hereto.     (c) Any Libor Loan may be continued as such upon the expiration of the then current InterestPeriod with respect thereto by the Borrower giving an Interest Period Notice to the Lender, inaccordance with Section 3.4, setting forth the length of the next Interest Period to be applicableto such Loan, providedthat no Libor Loan may be continued as such (i) when anyDefault or Event of Default has occurred and is continuing and the Lender has determined that sucha continuation is not appropriate, (ii) if, after giving effect thereto, Section 2.2(b) would becontravened or (iii) after the date that is one month prior to the end of the Commitment period andprovided, further, that if such continuation is not permitted pursuant to thepreceding proviso such Loans shall be automatically converted to Base Rate (US) Loans on the lastday of such then expiring Interest Period.     3.6 Automatic Conversion. If, on or prior to a Eurocurrency Interest DeterminationDate for a Libor Loan (and no Notice of Conversion shall have been received with respect to suchLoan to be effective at the end of the current Interest Period therefor), the Lender shall havedetermined that one of the events described in Section 2.2(d) has occurred which would make itimpossible, unlawful or impracticable to continue such Loan for another Interest Period, the Lendershall promptly notify (in writing or by telephone, promptly confirmed in writing) the Borrowerthereof and such Loan shall at the end of the current Interest Period therefor be converted into aBase Rate (US) Loan (if permitted by the other provisions of the Agreement).     3.7 Capital Adequacy; Qualification Requirements.     (a) If the Lender shall have determined that the applicability after the date hereof of anylaw, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report ofthe Basle Committee on Banking Regulations and Supervisory Practices entitled “InternationalConvergence of Capital Measurement and Capital Standards”, or the adoption after the date hereof ofany other law, rule, regulation or guideline regarding capital adequacy, or any change in any ofthe foregoing or in the enforcement or interpretation or administration of any of the foregoing byany court or any governmental authority, central bank or comparable agency charged with theenforcement or interpretation or administration thereof, or compliance by the Lender (or anylendingoffice of the Lender) or any holding company of the Lender with any request or directive regardingcapital adequacy (whether or not having the force of law) of any such authority, central bank orcomparable agency, has or would have the effect of reducing the rate of return on the Lender’scapital or on the capital of the Lender’s holding company, if any, as a consequence of itsobligations hereunder to a level below that which the Lender or the Lender’s holding company couldhave
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achieved but for such applicability, adoption, change or compliance (taking into considerationthe Lender’s policies and the policies of the Lender’s holding company with respect to capitaladequacy) by an amount reasonably deemed by the Lender to be material, then, upon demand bythe Lender, the Borrower shall pay to the Lender from time to time such additional amount oramounts as will compensate the Lender or the Lender’s holding company (as determined by the Lenderin good faith) for any such reduction suffered as a consequence of the Lender’s obligationshereunder, together with interest on each such amount (commencing three Business Days from the datedemanded) until payment in full thereof at the Base Rate (US). A certificate of the Lendersubmitted to the Borrower as to any such additional amount or amounts (including calculationsthereof in reasonable detail) shall, in the absence of manifest error, be conclusive and binding onthe Borrower. In determining such amount or amounts, the Lender may use any reasonable method ofaveraging and attribution as it shall deem applicable.     (b) If the Lender shall have determined that the applicability of any QualificationRequirement, or any Regulatory Change or change in any Qualification Requirement or in theenforcement or interpretation or administration of any Qualification Requirement by anyGovernmental Authority charged with the enforcement or interpretation or administration thereof,has or would have the effect of reducing the rate of return on the Lender’s capital or on thecapital of the Lender’s holding company, if any, as a consequence of its obligations hereunder to alevel below that which the Lender or the Lender’s holding company could have achieved but for suchapplicability, adoption, change or compliance by an amount reasonably deemed by the Lender to bematerial, then, upon demand by the Lender, the Borrower shall pay to the Lender from timeto time such additional amount or amounts as will compensate the Lender or the Lender’s holdingcompany (as determined by the Lender in good faith) for any such reduction suffered as aconsequence of the Lender’s obligations hereunder, together with interest on each such amount(commencing three Business Days from the date demanded) until payment in full thereof at the BaseRate (US). A certificate of the Lender submitted to the Borrower as to any such additional amountor amounts (including calculations thereof in reasonable detail) shall, in the absence of manifesterror, be conclusive and binding on the Borrower. In determining such amount or amounts, theLender may use any reasonable method of averaging and attribution as it shall deem applicable.“Qualification Requirement” shall mean any legal requirement that solely by reason of (andwithout regard to any other activities of the Lender in any jurisdiction in which collateral islocated) the entering into, performance and enforcement of this Agreement and the other LoanDocuments by the Lender constitutes “doing business” by the Lender in any jurisdiction, imposes onthe Lender any liability for taxes or other governmental charges, requires qualification by theLender to do business in any jurisdiction or requires a “business activity,” “doing business” orsimilar report or notice to be filed by the Lender in any jurisdiction.     (c) No demand for compensation under this Section 3.7 shall be made by the Lenderunless the Lender is making similar demands upon similarly situated borrowers.     3.8 Determination of Rate of Borrowing     (a) As soon as practicable after 11:00 a.m., Closing Office Time, on each Eurocurrency
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Interest Determination Date for a Libor Loan, the Lender shall determine (which determinationshall, absent manifest error, be final, conclusive and binding upon all parties) LIBOR to beapplicable to such Libor Loan for the next succeeding Interest Period therefor and shall promptlygive notice thereof in writing or by telephone (confirmed in writing) to the Borrower.     (b) Notwithstanding the foregoing, in the event that prior to the first day of any InterestPeriod for a Libor Loan:     (i) the Lender shall have determined (which determination shall be conclusive andbinding upon the Borrower) that, by reason of circumstances affecting the relevant market,adequate and reasonable means do not exist for ascertaining the LIBOR for such InterestPeriod, or     (ii) the Lender shall have determined (which determination shall be conclusive andbinding upon the Borrower) that LIBOR determined or to be determined for such InterestPeriod will not adequately and fairly reflect the cost to the Lender of making ormaintaining the affected Loans during such Interest Period,the Lender shall give written or telephonic (promptly confirmed in writing) notice thereof to theBorrower as soon as practicable thereafter. If such notice is given (x) any Libor Loans requestedto be made on the first day of such Interest Period shall be made as Base Rate (US) Loans, (y) anyLoans that were to have been converted on the first day of such Interest Period to Libor Loansshall be converted to or continued as Base Rate (US) Loans, and (z) any outstanding Libor Loansshall be converted, on the first day of such Interest Period, to Base Rate (US) Loans. No furtherLibor Loans shall be made or continued as such, nor shall the Borrower have the right to convertBase Rate (US) Loans to Libor Loans until the circumstances causing such suspension no longerexists.     3.9 Requirements of Law.     (a) If the Lender shall have reasonably determined (which determination shall be final andconclusive and binding upon all parties) that by reason of (x) the requirements of Regulation D ofthe Board of the Governors of the Federal Reserve System or (y) any Regulatory Change after thedate hereof or (z) other circumstances affecting the Lender (such as for example but not limited toa change in official reserve requirements or increased capital reserves required or imposed by anyregulatory authority or entity (domestic or foreign) having jurisdiction over or with respect tothe Lender or any change in the basis of taxation of payments to the Lender of principal orinterest on any Libor Loan (other than taxes covered by Section 5.2 or taxes on the Lender’soverall income by the jurisdiction where the Lender’s principal or lending office or offices arelocated) to the extent notprovided for in clause (x) above), the Lender shall incur increased costs or reductions in theamounts received or receivable hereunder in respect of any Libor Loan, then, and in anysuch event, the Lender shall promptly give notice in writing or by telephone (confirmed in writing)to the Borrower of such determination. Thereafter, the Borrower shall pay to the Lender, uponwritten demand therefor, such additional amounts (which may be in the form of an increased rate of,or a different method of calculating, interest if the Borrower and the Lender so agree) as shall besufficient to
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compensate the Lender for such increased cost or reduction in amounts received orreceivable, providedthat in the case of any such determination pursuant to clause(x) with respect to any Libor Loan, the written notice from the Lender to the Borrower shallspecify the additional amount required to be paid with respect to such Loan (with such amount sostated to be final with respect to each Interest Period therefor until notice is received by theBorrower from the Lender that the condition giving rise to such determination is no longerapplicable) and such additional amount shall be paid at the same time, and together with, theinterest otherwise payable in respect of such Libor Loans for such affected Interest Periods. Eachsuch notice or demand shall, absent manifest error, be final and conclusive and binding upon all ofthe parties hereto; providedthat before giving any such notice or making any suchdemand, the Lender agrees to use reasonable efforts (consistent with its internal policy and legaland regulatory restrictions and so long as such efforts would not be disadvantageous to it, in itsreasonable discretion, in any legal, economic or regulatory manner) to designate a differentlending office if the making of such designation would avoid the need for, or materially reduce theamount of, such increased cost.     (b) In the case of the Lender affected by subsection 3.9(a), other than clause (x) thereof,the Borrower may (subject to the other provisions of this Agreement) exercise any one of thefollowing options if the exercise of such option shall eliminate the need to pay compensation tothe Lender pursuant to Section 3.9(a):     (i) If such determination by the Lender relates only to Libor Loans then beingrequested by the Borrower pursuant to a Notice of Borrowing or a Notice of Conversion, theBorrower may, prior to the date on which such Libor Loans are to be made or converted, bygiving notice in writing or by telephone (confirmed in writing) to the Lender, withdraw suchNotice of Borrowing or such Notice of Conversion.     (ii) Upon written notice to the Lender, the Borrower may terminate the obligation ofthe Lender to make or maintain Loans as, or convert Loans into, Libor Loans and, in suchevent, the Borrower shall on the first day of the next occurring Interest Period applicablethereto convert all Libor Loans into Base Rate (US) Loans in the manner contemplated bySection 3.5 but without satisfying the notice requirements therein.     (iii) The Borrower may, by giving notice in writing or by telephone (confirmed inwriting) to the Lender, require the Lender to make the Libor Loan then being requested as aBase Rate (US) Loan, or to continue to maintain its outstanding Base Rate (US) Loan then thesubject of a Notice of Conversion as a Base Rate (US) Loan, as the case may be, or toconvert each Libor Loan then outstanding that is so affected into a Base Rate (US) Loan onthe first day of the next occurring Interest Period applicable thereto, or within suchearlier period, as is required by law.     3.10 Required Termination and Prepayment. In the event that at any time the Lendershall have reasonably determined (which determination shall be final and conclusive and bindingupon all parties) that the making or continuation of any of its Libor Loans has become unlawful bycompliance by the Lender in good faith with any law, governmental rule, regulation, guideline or
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order (whether or not having the force of law and whether or not failure to comply therewith wouldbe unlawful), the Lender shall promptly give notice in writing or by telephone (confirmed inwriting) to the Borrower of such determination; providedthat before giving anysuch notice, the Lender agrees to use reasonable efforts (consistent with its internal policy andlegal and regulatory restrictions and so long as such efforts would not be disadvantageous to it,in its reasonable discretion, in any legal, economic or regulatory manner) to designate a differentlending office if the making of such a designation would allow the Lender to continue to performits obligations to make Libor Loans affected by such determination. Upon receiving suchnotification, the Borrower shall (subject to the other provisions of this Agreement) forthwith takeone of the actions specified in Section 3.9(b) (to the extent required to cure such condition). Ifthe Borrower has not exercised one of the options specified in Section 3.9(b) within the timeperiods therein prescribed, the Borrower shall be deemed to have exercised the option set forth inclause (iii) of Section 3.9(b) (requiring the making, continuance or conversion into Base Rate (US)Loans) and to have given the notice specified therein. If any such conversion of a Libor Loanoccurs on a day which is not the last day of the then current Interest Period with respect thereto,the Borrower shall pay to the Lender such amounts, if any, as may be required pursuant to Section3.11. If circumstances subsequently change so that the Lender shall determine that it is no longerso affected, the Lender will promptly notify the Borrower and the Lender, and upon receipt of suchnotice, the obligations of the Lender to make or continue such Libor Loans or to convert Loans intosuch Libor Loans shall be reinstated.     3.11 Compensation. The Borrower shall compensate the Lender, upon written request bythe Lender (which request shall, absent manifest error, be final and conclusive and binding uponall parties), for all reasonable losses, expenses and liabilities (including, without limitation,any interest paid by the Lender to lenders of funds borrowed by it to make or carry its Libor Loansand any reasonable loss (including any loss of margin) sustained by the Lender in connection withthe liquidation or re-employment of such funds), which the Lender may sustain: (i) if for anyreason (other than a default by the Lender) a borrowing or conversion of any Libor Loan does notoccur on a date specified therefor in a Notice of Borrowing or a Notice of Conversion (whether ornot withdrawn), (ii) if any prepayment, repayment or conversion of any of its Libor Loans occurs ona date which is not the last day of the Interest Period applicable thereto, (iii) if any prepaymentof any of its Libor Loans is not made on any date specified in a notice of prepayment given by theBorrower, or (iv) as a consequence of any default by the Borrower hereunder.     Section 4. FACILITY FEE. The Borrower agrees to pay to the Lender a non-refundableupfront fee of $25,000 (the “Facility Fee”). The Facility Fee shall be deemed earned infull on theClosing Date and shall be payable in full on the Closing Date.     Section 5. PAYMENTS, ETC.     5.1 Currency, Payments on Non-Business Days; Calculations. (a) Dollars are thecurrency of account for each and every sum due from the Borrower hereunder and under the other LoanDocuments.
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     (b) Whenever any payment to be made hereunder or otherwise in connection with any Loan shallbe stated to be due on a day which is not a Business Day, the due date thereof shall be extended tothe next succeeding Business Day and interest shall be payable at the applicable rate during suchextension. Interest hereunder (including, without limitation, interest on the Loans) and under theLoan Documents shall be calculated on the basis of a 360 day year and the actual number of dayselapsed; if for any reason a Loan is repaid on the same day on which it is made, one day’s interest(subject to the other provisions of this Agreement) shall be paid on that Loan.     5.2 Net Payments; Application.     (a) All payments hereunder and under the other Loan Documents (including, without limitation,prepayments and repayments pursuant to Section 2) shall be made by the Borrower to the Lender inimmediately available, freely transferable, freely convertible same day Dollars (except if and tothe extent provided otherwise by this Agreement) at the Closing Office without setoff orcounterclaim and in such amounts as may be necessary in order that all such payments (after (i)withholding for or on account of any present or future taxes, levies, imposts, duties or othersimilar charges of whatsoever nature imposed on the amounts described above by any government orany political subdivision or taxing authority thereof, other than any tax (other than such taxesreferred to in clause (ii) below) imposed on the Lender pursuant to the income tax laws of thejurisdiction where the Lender’s principal or lending office or offices are located (collectively,the “Taxes”) and (ii) deduction of an amount equal to any taxes on or measured by the netincome payable to the Lender with respect to the amount by which the payments required to be madeby this Section 5.2 exceed the amount otherwise specified to be paid under this Agreement and theNote) shall not be less than the amounts otherwise specified to be paid under this Agreement andthe Note. With respect to each such deduction or withholding, the Borrower shall promptly (and inno event later than 30 days thereafter) furnish to the Lender such certificates, receipts and otherdocuments as may be required to establish any tax credit, exemption or reduction in rate to whichthe Lender or holder of a Note may be entitled. The Lender agrees to furnish the Borrower, as soonas practicable after any written request of the Borrower to such effect, any executed formreasonably requested by the Borrower such as Internal Revenue Service Form W-8BEN or Form W-8ECI,and any other applicable US or UK form as to the Lender’s entitlement, if any, to exemption from,or a reduced rate of, or its subjection to US or UK withholding tax on amounts payable to ithereunder or under the Note and the Lender undertakes to use its best efforts promptly to notifythe Borrower of any material change in any information, statement or form so furnished to theBorrower; provided, however, that any failure onthe part of the Lender to furnish any such information, statements or forms shall in no way affectthe terms of this Agreement or of the Note. Notwithstanding the foregoing, in the event the Lenderfails to furnish any such information, statements or forms, the Borrower shall only pay to theLender such amounts under this Agreement and the Note as are due without those additions describedin clauses (i) and (ii) above that would not have been required had such information, statements orforms been provided in a timely fashion. As promptly as practicable after the Lender becomes awareof the existence or occurrence of an event giving rise to the imposition of US or UK withholdingtax upon amounts payable to it hereunder or under the Note, the Lender shall use its best effortsto transfer its Loans or Revolving Credit Loan Commitment to another office of the
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Lender with aview to avoiding or mitigating the consequences of such tax. If the Lender determines that it isunable to effect such transfer on or before the thirtieth day after the date the Lender becomesaware of the existence or occurrence of an event giving rise to the imposition of US or UKwithholding tax, the Lender shall promptly give notice of such determination to the Borrower. Ifthe Borrower receives notice of such determination from the Lender, the Borrower may, by notice tothe Lender, indicate its intention to prepay the affected Loan in full (but with all premiums, ifany, provided for in this Agreement and with interest accrued to the date of prepayment on suchLoan and all other amounts then payable to the Lender hereunder) on the tenth Business Day afterthe date of such notice of intention. On or before the tenth day after receipt of any such noticeof intention, the Lender may, by notice to the Borrower, irrevocably elect to receive paymentshereunder reduced by the amount of such withholding. If such an election is so made, the Borrower(i) shall cease to be under any further obligation to pay any such additional amount in respect ofsuch withholding and (ii) shall cease to be entitled so to prepay the Loan by virtue of beingrequired to make such withholding. Any Lender which is or becomes subject to such withholding taxagrees to use its best efforts to provide the Borrower with an affidavit, within 30 days after theLender files its tax return, setting forth the amount of any tax credit it received with respectthereto.     (b) Unless otherwise specifically provided herein, all payments under or pursuant to, or insatisfaction of any of the Borrower’s obligations under this Agreement or under the Note will beapplied in the following order of priority: (i) to any amounts not otherwise listed in thisSection 5.2(b) then due and payable under this Agreement, the Note or the other Loan Documents,(ii) to any interest on the Loans then due and payable, (iii) to any principal amount then due onthe Loans, and (iv) to reduce the unpaid principal amount of the Revolving Credit Loans.     (c) [intentionally deleted]     (d) [intentionally deleted]     Section 6. CONDITIONS PRECEDENT TO INITIAL LOANS.     The Lender shall not be obligated to make any Loan on the Closing Date unless at the time ofmaking such Loan the following conditions have been satisfied to the satisfaction of the Lender:     6.1 Default, etc. On the date of such Loan (and after giving effect to the Loans madeon such date), there shall exist no Default or Event of Default and all representations andwarranties made by the Borrower herein or in the other Loan Documents or otherwise by the Borrowerin writing in connection herewith or therewith shall be true and correct in all material respectswith the same effect as though such representations and warranties have been made at and as of suchtime.     6.2 Note. The Lender shall have received the Revolving Credit Note duly executed andcompleted by the Borrower.     6.3 Supporting Documents. There shall have been delivered to the Lender such
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information and copies of documents, approvals (if any) and records (certified where appropriate)of corporate and legal proceedings as the Lender may have reasonably requested relating to theBorrower’s entering into, issuance and performance of the Loan Documents and the other agreementsand documents related thereto to which it is a party. Such documents shall, in any event, include:     (a) certified copies of the Charter Documents of the Borrower and certificates of existenceand good standing for the Borrower;     (b) a certificate of an authorized officer of the Borrower certifying the corporateresolutions of the Borrower relating to the entering into and performance of the aforesaiddocuments to which it is a party and the transactions contemplated thereby; and     (c) a certificate of an authorized officer of the Borrower certifying with respect to theincumbency and specimen signatures of its officers or representatives authorized to execute suchdocuments and any other documents and papers, and to take any other action, in connectiontherewith.     6.4 FIFL LC. There shall have been delivered to the Lender the FIFL LC.     6.5 Approvals and Consents. All orders, permissions, consents, approvals, licenses,authorizations and validations of, and filings, recordings and registrations with, and exemptionsby, any Government Authority, or any other Person, required to authorize or required in connectionwith the execution, delivery and performance of this Agreement, the other Loan Documents and thetransactions contemplated hereby and thereby by the Borrower shall have been obtained (and, if sorequested, furnished to the Lender).     6.6 Opinion of Counsel. The Lender shall have received an opinion of counsel to theBorrower, in form and substance satisfactory to the Lender, covering such matters as the Lendermay reasonably request.     6.7 Change in Law. On the date of such Loans no change shall have occurred inapplicable law, or in applicable regulations thereunder or in interpretations thereof by anyGovernment Authority or other Person which, in the opinion of the Lender, would make it illegal forthe Lender to make the Loan required to be made on such date.     6.8 All Proceedings to be Satisfactory. All material corporate, partnership and legalproceedings and all material instruments in connection with the transactions contemplated by thisAgreement and the other documents referred to herein shall be satisfactory in form and substance tothe Lender, and the Lender shall have received information and copies of all documents which theLender may reasonably have requested in connection herewith, such documents where appropriate to becertified by proper corporate officials or Government Authorities.     6.9 No Opposition. No suit, action or proceeding shall be pending or threatened onthe
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Closing Date before or by any Government Authority or other Person seeking to restrain orprohibit the consummation of the transactions contemplated by this Agreement.     6.10 Information pursuant to Terrorism Laws. The Borrower shall have supplied theLender with all information required under the Lender’s Customer Identification Program (as definedin the Terrorism Laws) as stipulated by the Terrorism Laws. “Terrorism Laws*”*means any ofthe following:          (a) Executive Order 13224 issued by the President of the United States of America;          (b) the Terrorism Sanctions Regulations (Title 31 Part 595 of the U.S. Code of FederalRegulations);          (c) the Terrorism List Governments Sanctions Regulations (Title 31 Part 596 of the U.S.Code of Federal Regulations);          (d) the Foreign Terrorist Organizations Sanctions Regulations (Title 31 Part 597 of theU.S. Code of Federal Regulations);          (e) all other present and future legal requirements of any Governmental Instrumentalityaddressing, relating to, or attempting to eliminate, terrorist acts and acts of war;          (f) any regulations promulgated pursuant thereto or pursuant to any legal requirementgoverning terrorist acts and acts of war; and          (g) the Uniting and Strengthening America by Providing Appropriate Tools Required toIntercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001 (as it may be subsequentlycodified).All documents and papers required by this Section 6 shall be in form and substance satisfactory tothe Lender and delivered to the Lender at its Closing Office or as the Lender may otherwise direct.     Section 6A. CONDITIONS PRECEDENT TO SUBSEQUENT LOANS.     The Lender shall not be obligated to make any Loans after the Closing Date unless, at the timeof the making of such Loan the following conditions (unless waived in writing by the Lender) havebeen satisfied:     6A.1 Certain Conditions. At the time of the making of such Loan, and immediatelyafter giving effect thereto, (a) all deficiencies, if any, with respect to conditions precedent toany prior Loan shall have been corrected, (b) all of the conditions specified in Section 6 shall besatisfied in full (with any reference in any of such Sections to the Loans made on the Closing Dateto be deemed
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a reference to the Loan then requested to be made), (c) each of the documentsspecified in Sections 6 shall be in full force and effect and the Borrower shall not have failed toperform in any material respect any of its obligations thereunder, and (d) no issuer thereof shallhave rescinded or qualified any of the statements, certificates, letters, reports or opinionsreferred to in Section 6.     6A.2 Subsequent Opinions of Counsel. If reasonably requested by the Lender, theLender shall have received from counsel satisfactory to the Lender such favorable legal opinionsaddressed to the Lender covering such matters incidental to the transactions contemplated by thisAgreement as the Lender shall reasonably request, each of which opinions shall be in form andsubstance satisfactory to the Lender.     6A.3 Officer’s Certificate.     (a) If reasonably requested by the Lender, the Lender shall have received a certificate ofauthorized officers of the Borrower certifying, as of the date of the Loan then being madecompliance with the provisions of Section 6.1 (with the reference therein to Loan being deemed areference to the Loan being made on the date of said certificate) and further to the effect thatthe conditions specified in Section 6A.1 are satisfied at such time. Any such certificate shall begiven “to the best of such officers’ knowledge, based upon due and adequate investigation” or asotherwise agreed by the Borrower and the Lender.     (b) The making of each Loan subsequent to the Closing Date shall constitute a representationand warranty by the Borrower to the Lender that, at the time of said subsequent Loan (and aftergiving effect thereto), (i) all representations and warranties contained herein or in the otherLoan Documents or otherwise made by the Borrower in connection herewith or therewith are true andcorrect in all material respects with the same effect as though such representations and warrantieswere being made at and as of such time, (ii) no Default or Event of Default exists and (iii) theconditions specified in Section 6A.1 are satisfied at such time.     6A.4. Fees and Expenses. To the extent demand therefor shall have been made, allreasonable legal fees and expenses (through the date of the immediately preceding Loan) of theLender’s counsel and (if any) local or special counsel in connection with the transactionscontemplated by this Agreement shall have been paid in full.All of the documents and papers referred to in this Section 6A shall be in form and substancesatisfactory to the Lender and shall be delivered to the Lender at its Closing Office or at suchother office as the Lender may from time to time specify to the Borrower.     Section 7. [intentionally deleted]     Section 8. [intentionally deleted]
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     Section 9. EVENTS OF DEFAULT.     Upon the occurrence of any of the following specified events (each an “Event ofDefault”):     9.1 Principal and Interest. The Borrower shall default in the due and punctualpayment of (i) any principal due on any Loan or (ii) any interest on any Loan or the Note or in thedue and punctual payment of other amounts due hereunder; providedthat failure toduly and punctually make an interest payment shall not be an Event of Default under this Section9.1 if such interest payment is paid within five days after the date it is due and the Borrower hasnot been late in making an interest payment on the Note or in respect of the Loans more than oncein the preceding 12 months; or     9.2 Representations and Warranties. Any representation, warranty or statement made bythe Borrower in any Loan Document or otherwise in writing by the Borrower in connection with any ofthe foregoing, or in any certificate or statement furnished pursuant to or in connection with anyof the foregoing, shall be breached in a manner that could reasonably be expected to have anadverse effect on the validity, payment, performance or enforceability of the Loan Agreement or anyof the other Loan Documents or any obligation of the Borrower hereunder or thereunder or shallprove to be untrue in any material and adverse respect on the date as of which made; or     9.3 Furmanite Limited Loan Agreement. There is a “Default” or an “Event of Default”as defined in the Furmanite Limited Loan Agreement; or     9.4 FIFL LC. The Obligations of the Borrower under this Agreement and the other LoanDocuments are not secured by the FIFL LC; or     9.5 Covenants. The Borrower shall default in the due performance or observance of anyterm, covenant or agreement on its part to be performed or observed pursuant to any of theprovisions of this Agreement (other than those referred to in Sections 9.1, 9.2, 9.3 or 9.4) andsuch default (which shall be capable of cure) shall continue unremedied for a period of 30 daysafter the earlier of the date on which the Lender gives the Borrower notice of such default or onthe date anofficer of the Borrower becomes aware thereof;then, and in any such event, and at any time thereafter, if any Event of Default shall then becontinuing the Lender may by written notice to the Borrower: (i) declare the principal of andaccrued interest on the Loans to be, whereupon the same shall forthwith become, due and payablewithout presentment, demand, protest or other notice of any kind, all of which are hereby waived bythe Borrower; and/or (ii) declare the commitment of the Lender to make the Loans hereunderterminated, whereupon such commitment of the Lender shall forthwith terminate immediately;providedthat if any Event of Default described in Section 9.7 of the FurmaniteLimited Loan Agreement shall occur with respect to the Borrower, the result which would otherwiseoccur only upon the giving of written notice by the Lender to the Borrower as herein describedshall occur automatically, without the giving of any such notice.
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     Section 10. REPRESENTATIONS AND WARRANTIES.     In order to induce the Lender to enter into this Agreement and to make the Loans, the Borrowermakes the following representations, covenants and warranties, which representations, covenants andwarranties shall survive the execution and delivery of this Agreement and the other documents andinstruments referred to herein:     10.1 Status; Validity.     (a) The Borrower is a duly organized and validly existing corporation in good standing underthe laws of the jurisdiction of its incorporation and has the corporate power and authority to ownor hold under lease its property and assets, to transact the business in which it is engaged, toenter into and perform this Agreement and the other Loan Documents to which it is party, and, as tothe Borrower, to borrow hereunder. Each member of the Consolidated Group is duly qualified orlicensed as a foreign corporation in good standing in (or taken such comparable action as isrequired under the laws of) each jurisdiction where failure to so qualify would have a MaterialAdverse Effect on the Borrower or the Consolidated Group.     (b) The execution, delivery and performance by the Borrower of this Agreement, the other LoanDocuments to which it is party, and the other documents, agreements or instruments provided fortherein to which it is party, the consummation of the transactions contemplated thereunder and theuse of the proceeds of the Loans have been duly authorized by all necessary corporate andstockholder action. This Agreement, the other Loan Documents and the other documents, agreementsor instruments provided for therein to which the Borrower is party are the legal, valid and bindingobligations of the Borrower, enforceable in accordance with their respective terms subject, as toenforceability, to applicable bankruptcy, insolvency, reorganization and similar laws affecting theenforcement of creditors’ rights generally and to general principles of equity (regardless ofwhether such enforcement is considered in a proceeding in equity or at law).     10.2 Compliance with Other Instruments. Neither the execution, delivery orperformance of this Agreement and the other Loan Documents, nor the consummation of thetransactions herein or therein contemplated, nor compliance with the terms and provisions hereof orthereof, will contravene any provision of law, statute, rule or regulation to which the Borrower orany member of the Consolidated Group is subject or any judgment, decree, franchise, order or permitapplicable to the Borrower or any member of the Consolidated Group or will conflict or will beinconsistent with or will result in any breach of, any of the terms, covenants, conditions orprovisions of, or constitute a default under, or result in the creation or imposition of (or theobligation to create or impose) any Lien upon any of the property or assets of any member of theConsolidated Group pursuant to the terms of any indenture, mortgage, deed of trust or materialagreement to which the Borrower or any member of the Consolidated Group is a signatory or by whichthe Borrower or any member of the Consolidated Group is bound or to which the Borrower or anymember of the Consolidated Group may be subject or violate any provision of the certificate of anyCharter Document of the Borrower
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or any member of the Consolidated Group.     10.3 Governmental Approvals. No order, permission, consent, approval, license,authorization, registration or validation of, or filing with, or exemption by, any GovernmentAuthority, or any stock exchange or other governmental or non-governmental regulatory authority orany other Person, is required to authorize, or is required in connection with the execution,delivery and performance of this Agreement and the other Loan Documents by the Borrower or thetaking of any action hereby or thereby contemplated.     10.4 Proceeds; Assets and Liabilities; Business. The proceeds of the Revolving CreditLoans shall be used solely to provided intercompany financing to Affiliates of the Borrower. TheBorrower shall have no assets or liabilities other than intercompany loans made to or received fromAffiliates of the Borrower. The Borrower shall not engage in any business other than providingintercompany financing to Affiliates of the Borrower.     10.5 Financial Condition. At the time of, and after giving effect to, the making ofeach Loan, the Borrower is Solvent, and (y) possesses, in the opinion of the Borrower, sufficientcapital to conduct the business in which it is engaged or presently proposes to engage.     10.6 Disclosure. Neither this Agreement nor any Loan Document nor any statement,list, certificate or other document or information, nor any Schedules to this Agreement, deliveredor to be delivered to the Lender contains or will contain any untrue statement of a material factor omits or will omit to state a material fact necessary to make statements contained herein ortherein, in light of the circumstances in which they are made, not misleading.Lender     10.7 Qualification. Solely by reason of (and without regard to any other activitiesof the Lender in any State in which collateral is located) the entering into, performance andenforcement of this Agreement, the Loans, the Note and the other Loan Documents by the Lender willnot constitute doing business by the Lender the Lender in Texas or result in any liability of theLender or the Lender for taxes or other governmental charges; and qualification by the Lender orthe Lender to dobusiness in such jurisdiction is not necessary in connection with, and the failure to so qualifywill not affect, the enforcement of, or exercise of any rights or remedies under, any of suchdocuments.     Section 11. [intentionally deleted]     Section 12. MISCELLANEOUS.     12.1 [intentionally deleted]     12.2 Amendment and Waiver.     (a) Except as otherwise provided, no provision of any of the Loan Documents may be
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changed,waived, discharged or terminated orally, but only by an instrument in writing signed by the Lenderand the Borrower, except that waivers of provisions relating to the Borrower’s performance ornon-performance of its obligations hereunder or thereunder need not be signed by the Borrower.     **(b) THIS WRITTEN AGREEMENT (AND THE OTHER LOAN DOCUMENTS) REPRESENTS THE FINAL AGREEMENT AMONGTHE PARTIES HERETO WITH RESPECT TO THE MATTERS COVERED HEREBY AND THEREBY AND MAY NOT BECONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.**     **(c) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.**     12.3 Expenses.     (a) Whether or not the transactions hereby contemplated shall be consummated, the Borrowershall upon demand of the Lender pay all reasonable out-of-pocket costs and expenses of (x) theLender incurred in connection with the preparation, execution, delivery, administration, filing andrecording of, and (y) of the Lender incurred in connection with the amendment (including any waiveror consent), modification and enforcement of or preservation of any rights under, this Agreement,the Loan Documents, the making and repayment of the Loans, and the payment of all interest andfees, including, without limitation, (A) the reasonable fees and expenses of Cowles & Thompson,counsel for the Lender, and any special or local counsel retained by the Lender, and with respectto enforcement, the reasonable fees and expenses of counsel for the Lender, (B) the reasonable feesand expenses of consultants and appraisers retained by the Lender in connection with thetransactions contemplated hereunder, and (C) printing, travel, title insurance, recording, filing,communication and signing taxes and costs.     (b) The Borrower agrees to pay, and to save the Lender harmless from (x) all present andfuture stamp, filing and other similar taxes, fees or charges (including interest and penalties, ifany), which may be payable in connection with the Loan Documents or the issuance of any Note orany modification of any of the foregoing, and (y) all finder’s and broker’s fees (other than anythat may have been contracted for by the Lender) in connection with the transactions contemplatedby this Agreement and the other Loan Documents.     (c) Without limiting any of the rights or obligations as set forth in this Agreement on thepart of the Lender, the Borrower agrees to indemnify, pay and hold harmless the Lender, the LenderAssignee and each holder of the Note and their respective present and future officers, directors,employees and agents (collectively, the “Indemnified Parties”) from and against allliability, losses, damages and expenses (including, without limitation, legal fees and expenses)arising out of, or in any way connected with, or as a result of (i) the execution and delivery ofthis Agreement and the other Loan Documents or the documents or transactions contemplated herebyand thereby or the performance by the parties hereto or thereto of their respective obligationshereunder and thereunder or relating thereto; or (ii) any claim, action, suit, investigation orproceeding (in each case,
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regardless of whether or not the Indemnified Party is a party thereto ortarget thereof) in any way relating to the Borrower, any member of the Consolidated Group or anyAffiliate of any of the foregoing; provided that the Borrower shall not be liable to anyIndemnified Party for any portion of such liabilities, liabilities, losses, damages and expensessustained or incurred as a direct result of the gross negligence or willful misconduct of theLender if such gross negligence or willful misconduct is determined to have occurred by a final andnon-appealable decision of a court of competent jurisdiction.     (d) All obligations provided for in this Section 12.3 and any other Section of this Agreementshall survive any termination of this Agreement and the payment in full of the Loans.     12.4 Benefits of Agreement; Descriptive Headings.     (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by theparties hereto and their respective successors and assigns, and, in particular, shall inure to thebenefit of the holders from time to time of the Note; provided, however, that theBorrower may not assign or transfer any of its rights or obligations hereunder without the priorwritten consent of the Lender and any such purported assignment or transfer shall be void. Infurtherance of the foregoing, the Lender shall be entitled at any time to grant participations inor assign, sell or otherwise transfer the whole or any part of its rights and obligations underthis Agreement, the Loan Documents or any Loan or Note to any Person subject to obtaining the priorwritten consent of the Borrower, such consent not to be unreasonably withheld. No suchparticipation, assignment, sale or other transfer pursuant to this Section 12.4(a) shall relievethe Lender from its obligations hereunder and the Borrower need deal solely with the Lender withrespect to waivers, modifications and consents to this Agreement, the Loan Documents or the Note.Any such participant, assignee, purchaser or transferee is referred to in this Agreement as a“Lender Assignee”. The Borrower agrees that the provisions of Sections 3.7, 3.9, 3.10,3.11, 5.2 and 12.3 shall run to the benefit of the Lender Assignee and its participations orinterests herein, and the Lender may enforce such provisions onbehalf of any such Lender Assignee; provided, however, that if the Lender or anyLender Assignee assigns, sells, or otherwise transfers or grants participations in or otherwisedisposes of all or any part of the Borrower’s indebtedness under this Agreement to any partypursuant to this Section 12.4(a), then the amounts that the Borrower is required to pay pursuant tothis Agreement (including, without limitation, additional amounts made pursuant to Section 5.2)shall not exceed the amounts that the Borrower would have been required to pay to the Lenderpursuant to this Agreement had the Lender not made such assignment, sale, transfer, grant,participation or other disposition of the Borrower’s indebtedness under this Agreement. TheBorrower hereby further agrees that any such Lender Assignee may, to the fullest extent permittedby applicable law, exercise the right of setoff with respect to such participation (and in anamount up to the amount of such participation) as fully as if such Lender Assignee were the directcreditor of the Borrower. Upon a participation, assignment, sale or transfer in accordance withthe foregoing, the Borrower shall execute such documents and do such acts as the Lender mayreasonably request to effect such assignment, provided that such documents and acts areconsistent with the terms and conditions of the Loan Documents. The Lender may furnish anyinformation concerning the Borrower or Subsidiary in its possession from time to time to LenderAssignees (including prospective Lender Assignees). The
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Lender shall notify the Borrower of anyparticipation, assignment, sale or transfer granted by it pursuant to this Section 12.4(a). TheBorrower shall not be responsible for any due diligence costs or legal expenses of any party(including the Lender or the Lender Assignee) in connection with their entering into suchparticipation, assignment, sale or transfer.     (b) The descriptive headings of the various provisions of this Agreement are inserted forconvenience of reference only and shall not be deemed to affect the meaning or construction of anyof the provisions hereof.     (c) Notwithstanding anything to the contrary contained herein or in any of the Loan Documents,the exhibits to this Agreement shall not be required to be attached to the execution or any othercopy of this Agreement, and any references in this Agreement or the other Loan Documents to suchexhibits as “Exhibits hereto” or “Exhibits to this Agreement” or words of similar effect shall bedeemed to refer to such document as executed by the parties thereto and delivered on the ClosingDate (or such other date on which they were executed and delivered).     12.5 Notices, Requests, Demands, etc. Except as otherwise expressly provided herein,all notices, requests, demands or other communications to or upon the respective parties heretoshall be deemed to have been duly given or made when delivered (if sent by Federal Express or othersimilar overnight delivery service), or 3 days after mailing (when mailed, postage prepaid, byregistered or certified mail, return receipt requested), or (in the case of telex, telegraphic,telecopier or cable notice) when delivered to the telex, telegraph, telecopier or cable company, or(in the case of telex or telecopier notice sent over a telex or telecopier owned or operated by aparty hereto) when sent; in each case, addressed as follows, except that notices and communicationsto the Lender pursuant to Sections 2 and 9 shall not be effective until received by the Lender:(i) if to the Lender, at the address specified with its signature below, and (ii) if to theBorrower, at its address specified with its signature below (Attention: President), or to suchother addresses as any of the parties hereto mayhereafter specify to the others in writing, provided that communications with respect to a changeof address shall be deemed to be effective when actually received.     12.6 Governing Law. THIS AGREEMENT AND THE LOANS AND THE RIGHTS AND OBLIGATIONS OFTHE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THELAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED WHOLLY WITHIN THE STATE OF NEW YORK(REGARDLESS OF THE PLACE WHERE THIS AGREEMENT IS EXECUTED).     12.7 Counterparts. This Agreement may be executed in any number of counterparts, andby the different parties hereto on the same or separate counterparts, each of which shall be deemedto be an original and all of which taken together shall constitute one and the same agreement.Complete sets of counterparts of this Agreement shall be lodged with the Borrower and the Lender.     12.8 Waiver. No failure or delay on the part of the Lender in exercising any right,power or privilege under this Agreement or any other Loan Document, and no course of dealingbetween the Borrower and the Lender shall operate as a waiver thereof; nor shall any single orpartial
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exercise of any right, power or privilege hereunder preclude any other or further exercisethereof or the exercise of any other right, power or privilege. The rights and remedies hereinexpressly provided are cumulative and not exclusive of any rights or remedies which the Lenderwould otherwise have pursuant to such documents or at law or equity. No notice to or demand on theBorrower in any case shall entitle the Borrower to any other or further notice or demand in similaror other circumstances or constitute a waiver of the right of the Lender to any other or furtheraction in any circumstances without notice or demand.     12.9 [intentionally deleted]     12.10 JURISDICTION. THE PARTIES HERETO AGREE THAT ANY LEGAL ACTION OR PROCEEDINGAGAINST ANY OTHER PARTY HERETO WITH RESPECT TO THIS AGREEMENT, THE LOANS OR ANY OF THE LOANDOCUMENTS OR THE DOCUMENTS DELIVERED IN CONNECTION THEREWITH MAY BE BROUGHT IN THE COURTS OF THESTATE OF NEW YORK LOCATED IN NEW YORK CITY OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERNDISTRICT OF NEW YORK AS SUCH PARTY MAY ELECT, AND, BY EXECUTION AND DELIVERY HEREOF, EACH OF THEPARTIES HERETO ACCEPTS AND CONSENTS FOR ITSELF AND IN RESPECT TO ITS PROPERTY, GENERALLY ANDUNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS. EACH OF THE PARTIES HERETO AGREE THATSUCH JURISDICTION SHALL BE EXCLUSIVE, UNLESS WAIVED BY THE BANK (WITH RESPECT TO ACTIONS ORPROCEEDINGS BROUGHT BY THE BORROWER) OR BY THE BORROWER (WITH RESPECT TO ACTIONS OR PROCEEDINGSBROUGHT BY THE BANK) IN WRITING, AND WITH RESPECT TO ANY QUESTIONS RELATING TO USURY EXCEPT THATWITHOUT SUCH WRITTEN CONSENT THE BANK MAY BRING ACTIONS AND PROCEEDINGS IN ANY OTHER JURISDICTIONWHERE THE BORROWER HAS PROPERTY OR DOESBUSINESS. EACH OF THE PARTIES HERETO AGREES THAT SECTIONS 5-1401 AND 5-1402 OF THE GENERALOBLIGATIONS LAW OF THE STATE OF NEW YORK SHALL APPLY TO THE LOAN DOCUMENTS AND WAIVES ANY RIGHT TOSTAY OR TO DISMISS ANY ACTION OR PROCEEDING BROUGHT BEFORE SAID NEW YORK COURTS ON THE BASIS OFFORUMNONCONVENIENS. IN FURTHERANCE OF THE FOREGOING, THE BORROWER HEREBYIRREVOCABLY DESIGNATES AND APPOINTS CT CORPORATION SYSTEM AT 1633 BROADWAY, NEW YORK, NEW YORK10019, AS ITS AGENT TO RECEIVE SERVICE OF ALL PROCESS BROUGHT AGAINST THE BORROWER WITH RESPECT TOANY SUCH PROCEEDING IN ANY SUCH COURT IN NEW YORK, SUCH SERVICE BEING HEREBY ACKNOWLEDGED BY THEBORROWER TO BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. COPIES OF ANY SUCH PROCESS SOSERVED SHALL ALSO BE SENT BY REGISTERED MAIL TO THE BORROWER AT ITS ADDRESS SET FORTH NEXT TO ITSSIGNATURE BELOW, BUT THE FAILURE OF THE BORROWER TO RECEIVE SUCH COPIES SHALL NOT AFFECT IN ANY WAYTHE SERVICE OF SUCH PROCESS AS AFORESAID. THE BORROWER SHALL FURNISH TO THE BANK A CONSENT OF CTCORPORATION SYSTEM AGREEING TO ACT HEREUNDER PRIOR TO THE CLOSING DATE. NOTHING HEREIN SHALLAFFECT THE RIGHT OF THE BANK TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY
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LAW. IF FOR ANYREASON CT CORPORATION SYSTEM SHALL RESIGN OR OTHERWISE CEASE TO ACT AS AGENT, EACH THE BORROWERHEREBY IRREVOCABLY AGREES TO (I) IMMEDIATELY DESIGNATE AND APPOINT A NEW AGENT ACCEPTABLE TO THEBANK TO SERVE IN SUCH CAPACITY AND, IN SUCH EVENT, SUCH NEW AGENT SHALL BE DEEMED TO BE SUBSTITUTEDFOR CT CORPORATION SYSTEM, INC. FOR ALL PURPOSES HEREOF AND (II) PROMPTLY DELIVER TO THE BANK THEWRITTEN CONSENT (IN FORM AND SUBSTANCE SATISFACTORY TO THE BANK) OF SUCH NEW AGENT AGREEING TOSERVE IN SUCH CAPACITY.     12.11 Severability. If any provision of this Agreement shall be held or deemed to beor shall, in fact, be illegal, inoperative or unenforceable, the same shall not affect any otherprovision or provisions herein contained or render the same invalid, inoperative or unenforceableto any extent whatever.     12.12 Right of Set-off. In addition to any rights now or hereafter granted underapplicable law or otherwise and not by way of limitation of any such rights, upon the occurrence ofan Event of Default the Lender is hereby authorized at any time or from time to time, withoutnotice to the Borrower or to any other Person, any such notice being hereby expressly waived, toset-off and to appropriate and apply any and all deposits (general or special, time or demand,provisional or final) and any other indebtedness at any time held or owing by the Lender to or forthe credit or the account of the Borrower against and on account of the obligations and liabilitiesof the Borrower now or hereafter existing under any of the Loan Documents irrespective of whetheror not any demand shall have been made thereunder and although said obligations, liabilities orclaims, or any of them, shall be contingent or unmatured. The Lender shall notify the Borrower ofthe exercise of any rightsgranted under this Section 12.12; providedthat the failure to give such noticeshall not affect the validity of such set-off and application.     12.13 No Third Party Beneficiaries. This Agreement is solely for the benefit of theLender, the Borrower, and their respective successors and assigns (except as otherwise expresslyprovided herein), nothing contained herein shall be deemed to confer upon anyone other than theLender and the Borrower and their respective successors and assigns any right to insist on or toenforce the performance or observance of any of the obligations contained herein and a Person whois not a party to this Agreement the Borrower, the Lender or a Lender Assignee and their respectivesuccessors and assigns has no rights under the Contracts (Rights of Third Parties) Act 1999 toenforce or enjoy the benefits of any terms of this Agreement. All conditions to the obligations ofthe Lender to make the are imposed solely and exclusively for the benefit of the Lender and itssuccessors and assigns and no other Person shall have standing to require satisfaction of suchconditions in accordance with their terms and no other Person shall under any circumstances bedeemed to be beneficiary of such conditions.     12.14 Effectiveness. This Agreement shall become effective when and as of the datethe Borrower and the Lender shall have executed a copy hereof (whether the same or differentcounterparts) and delivered the same to the Lender at 565 Fifth Avenue, New York, New York
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10017(Attention: Norman Scott). Complete sets of counterparts of this Agreement shall be lodged withthe Borrower and the Lender. Telecopied signatures hereto shall be of the same force and effect asan original of a manually signed copy.     12.15 Survival. Each of the representations, warranties, terms, covenants, agreementsand conditions contained in this Agreement shall specifically survive the execution and delivery ofthis Agreement and the other Loan Documents and the making of the Loans and shall, unless otherwiseexpressly provided, continue in full force and effect until the Commitment have been terminated andthe Loans together with interest thereon, the fees and compensation of the Lender, and all othersums payable hereunder or thereunder have been indefeasibly paid in full.     12.16 Domicile of Loans. The Lender may make, maintain or transfer any of its Loanshereunder to, or for the account of, any branch office and (subject to the prior consent of theBorrower, such consent not to be unreasonably withheld) to any subsidiary or affiliate of theLender.     12.17 [intentionally deleted]     12.18 Waiver of Jury Trial. EACH OF THE BORROWER AND THE BANK HEREBY KNOWINGLY,VOLUNTARILY AND INTENTIONALLY WAIVE ANY AND ALL RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECTOF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANYOTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL ORWRITTEN), OR ACTIONS OF THE BORROWER OR THE BANK. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THEBANKENTERING INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.     12.19. Securities Act. The Lender agrees that it will not transfer the Note in amanner that would subject the Note or transfer to the registration requirements of the SecuritiesAct of 1933.[rest of page intentionally left blank]
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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed anddelivered by their respective duly authorized officers as of the date first above written.       FURMANITE INTERNATIONAL FINANCE LIMITED       By:         Name: Howard C. Wadsworth  Title: Director       By:         Name: Joseph Milliron  Title: Director       2435 N. Central Expressway  Richardson, Texas 75080  Telecopier No.: 214-699-4025       BoS (USA) Inc.       By:         Name:    Title:         565 Fifth Avenue  New York, New York 10017  Telecopier No.: 212-883-6610
 

 
ANNEX IDEFINITIONS     As used in the Loan Agreement to which this Annex I is annexed, the following terms shall havethe meanings herein specified or as specified in the Section of such Loan Agreement or in suchother document herein referenced:     “Affiliate”, as to any Person, shall mean any other Person directly or indirectlycontrolling, controlled by or under common control with, such Person.     “Agreement” or “Loan Agreement” shall mean this Loan Agreement as it may fromtime to time be amended, extended, restated, supplemented or otherwise modified.     “Base Rate (US)” shall mean, for any day, the higher of (x) the fluctuating interestrate per annum, as in effect from time to time, established by the Lender in New York from time totime as the Lender’s base, prime or reference rate for U.S. domestic commercial loans in Dollars,or (y) the Federal Funds Effective Rate in effect on such day plus 0.50%. Any change in theinterest rate resulting from a change in such Base Rate (US) shall be effective as of the openingof business on the day on which such change becomes effective; it is understood and agreed that allthe aforesaid rates and the Base Rate (US) are reference rates only and do not necessarilyrepresent the lowest or best rate actually charged to any customer.     “Base Rate (US) Differential” shall mean 0.00%.     “Base Rate (US) Loans” shall mean a Loan made in Dollars during any period that itbears interest determined by reference to the Base Rate (US).     “Borrower” — introductory paragraph.     “Borrowing Date” — Section 2.2(a).     “Business Day” means     (a) any day which is neither a Saturday or Sunday nor a legal holiday or any other day onwhich banks are authorized or required to be closed in New York, New York and which is also a dayon which banks and foreign exchange markets are open for business in London; and     (b) relative to the date of (i) making or continuing any Loans as, or converting any Loans fromor into, Libor Loans,  (ii) making any payment or prepayment of principal of, or payment ofinterest on,any portion of the principal amount of any Loan being maintained as a
 

 
   LiborLoan, or (iii) the Borrower’s giving any notice (or the number of BusinessDays to elapse prior to the effectiveness thereof) in connection with anymatter referred to in clause (b)(i) or (b)(ii) above,which is a Business Day pursuant to clause (a) above and which also is a day on which dealings inDollars are carried on in the London interbank Eurocurrency market.     “Capitalized Lease Obligations” shall mean all rental obligations which, under GAAP,are or would be required to be capitalized on the books of a Person, in each case taken at theamount thereof accounted for as indebtedness (net of interest expense) in accordance with suchprinciples.     “Charter Document” shall mean (i) with respect to a corporation: its certificate orarticles of incorporation or association and its by-laws or comparable documents under non-US laws;(ii) with respect to a partnership: its partnership agreement and certificate of partnership orcomparable documents under non-US laws; (iii) with respect to a trust, its trust agreement ordeclaration of trust or comparable documents under non-US laws; and (iv) with respect to a limitedliability company, its certificate of formation and limited liability company agreement oranalogous documents or comparable documents under non-US laws.     “Closing Date” shall mean the date of this Agreement.     “Closing Office” shall mean the office of the Lender at 565 Fifth Avenue, New York,New York or such other office as may be designated in writing to the Borrower by the Lender.     “Closing Office Time” shall mean the local time in effect at the Closing Office.     “Commitment” shall mean each Revolving Credit Loan Commitment.     “Commitment Period” shall mean the period from the Closing Date to and including thefirst Business Day of January, 2010, or such earlier date as the Revolving Credit Loan Commitmentshall terminate as provided in the Loan Agreement or such later date as may hereafter be agreed toby the Lender.     “Consolidated Group” shall mean the Borrower and its Subsidiaries.     “Conversion Date” shall mean the Business Day on which a Loan is to be convertedpursuant to Section 3.5, 3.6, 3.9 or 3.10.     “Default” shall mean any event which with notice or lapse of time, or both, wouldbecome an Event of Default.     “Designated Office” shall mean the Closing Office or, at the Lender’s option, suchotheroffice of the Lender in the US as the Lender shall from time to time specify.
 

 
     “Dollars”, “U.S. $”, “$” and “U.S. dollars” shall mean thelawful currency of the United States of America.     “Eurocurrency Differential” shall mean 0.50%.     “Eurocurrency Interest Determination Date” shall mean the date as of which LIBOR isdetermined for a Libor Loan which shall be two Business Days prior to the commencement of eachInterest Period.     “Event of Default” shall mean each of the Events of Default defined in Section 9.     “Federal Funds Effective Rate” shall mean the rate of interest charged by banks withexcess reserves at a Federal Reserve district bank to banks needing overnight loans to meet reserverequirements.     “FIFL LC” shall mean a letter of credit substantially in the form of Exhibit C hereto.     “Financial Statements” shall mean, with respect to any Person, the statement offinancial position (balance sheet) and the statement of earnings, cash flow and stockholders’ (orpartners’) equity of such Person.     “Fiscal Year” shall mean each January 1 — December 31 period.     “Furmanite Limited Loan Agreement” shall mean the Amended and Restated Loan Agreementdated as of August 13, 2002, by and among FURMANITE LIMITED (formerly named FURMANITE PLC formerlynamed KANEB UK PLC), FURMANITE WORLDWIDE, INC., the financial institutions party thereto from timeto time and BANK OF SCOTLAND, as agent for the financial institutions party thereto from time totime, as such agreement may from time to time be amended, extended, restated, renewed or modified.     “GAAP” shall mean generally accepted accounting principles (as promulgated by theFinancial Accounting Standards Board or any successor entity).     “Government Authority” shall mean any nation or government, any state or politicalsubdivision thereof and any entity exercising executive, legislative, judicial, regulatory oradministrative functions of or pertaining to government.     “Guarantee” or “Guaranty” shall mean by any Person, any obligation, contingentor otherwise, of such Person directly or indirectly guaranteeing any Indebtedness for BorrowedMoney or other obligation of any other Person and, without limiting the generality of theforegoing, any obligation, direct or indirect, contingent or otherwise, of such Person (i) topurchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness forBorrowed Money or other obligation (whether arising by virtue of partnership arrangements, byagreement to keep-well,to purchase assets, goods, securities or services, to take-or-pay, or to maintain financialstatement conditions or otherwise) or (ii) entered into for the purpose of assuring in any othermanner the obligee of such Indebtedness for Borrowed Money or other obligation of the paymentthereof or to
 

 
protect such obligee against loss in respect thereof (in whole or in part), providedthat the term “Guarantee” shall not include endorsements for collection or deposits in the ordinarycourse of business. The term “Guarantee” used as a verb has a corresponding meaning.     “Indebtedness for Borrowed Money” shall mean (i) all indebtedness of (including,without limitation, all indebtedness assumed by) a Person in respect of money borrowed (including,without limitation, the unpaid amount of the purchase price of any property, incurred for suchpurpose in lieu of borrowing money or using available funds to pay said amount, and notconstituting an account payable or expense accrual incurred or assumed in the ordinary course ofbusiness), or evidenced by a promissory note, bond, debenture or other like obligation to paymoney, and including indebtedness under banker’s acceptances and with respect to letters of credit,and (ii) all obligations of (including, without limitation, all obligations assumed by) a Person(x) constituting a Capitalized Lease Obligation of such Person, or (y) constituting a Guarantee bysuch Person.     “Indemnified Party” — Section 12.3.     “Inland Revenue” shall mean the UK Inland Revenue.     “Interest Period” — Section 3.4.     “Interest Period Notice” — Section 3.4.     “Lender” — introductory paragraph.     “Lender Assignee” — Section 12.4.     “LIBOR” shall mean the rate for any Interest Period with respect to a LIBOR Loan, therate per annum equal to the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published byReuters (or other commercially available source providing quotations of BBA LIBOR as designated bythe Administrative Agent from time to time) at approximately 11:00 a.m., London time, two BusinessDays prior to the commencement of such Interest Period, for Dollar deposits (for delivery on thefirst day of such Interest Period) with a term equivalent to such Interest Period.     “Libor Loan” shall mean a Loan during any period that it bears interest determined byreference to LIBOR.     “Lien” shall mean any mortgage, deed of trust, security deed, pledge, securityinterest, assignment, encumbrance, lien or other charge of any kind or any other agreement orarrangement having the effect of conferring security (including any agreement to give any of theforegoing, any lease in the nature thereof, and any conditional sale or other title retentionagreement), any lien arising by operation of law, and the filing of or agreement to give anyfinancing statement under theUniform Commercial Code of any jurisdiction.     “Loan(s)” shall mean, individually and collectively, each Revolving Credit Loan.
 

 
     “Loan Agreement” shall mean this Agreement as it may from time to time be amended,extended, restated, supplemented or otherwise modified.     “Loan Documents” shall mean, individually and collectively, this Agreement, the Note,the FIFL LC and all other instruments and agreements executed in connection herewith and therewith,in each case as amended, supplemented or otherwise modified from time to time. Without limitingthe generality of the foregoing, each amendment to the Loan Agreement or to any other LoanDocument, each waiver of any provision of the Loan Agreement any other Loan Document, and eachinstrument and agreement executed in connection herewith or therewith shall be deemed to be a LoanDocument for all purposes of the Agreement and the other Loan Documents.     “Local Office Time”, when referring to the time of day when funds are to be madeavailable to the Lender or the Borrower, shall mean the applicable time in the city where suchfunds are to be made available.     “Note” shall mean the Revolving Credit Note.     “Notice” shall mean a Notice of Borrowing or a Notice of Conversion, as the contextmay indicate.     “Notice of Borrowing” — Section 2.2(a).     “Notice of Conversion” — Section 3.5(b).     “Obligations” shall mean all obligations of the Borrower with respect to the repaymentor performance of any obligations (monetary or otherwise) arising under or in connection with thisAgreement and each other Loan Document.     “Past-Due Rate” — Section 3.3.     “Person” shall mean and include an individual, a partnership, a corporation (includinga business trust), a joint stock company, a trust, an unincorporated association, a joint ventureor other entity or a government or an agency or political subdivision thereof.     “Qualification Requirement” – Section 3.7(b).     “Regulatory Change” means, relative to the Lender or any Lender Assignee, any changeafter the Closing Date in any (or the adoption after the Closing Date of any new): (a) United States Federal, state or local law or foreign law applicable to theLender or Lender Assignee; or  (b) regulation, interpretation, directive, or request (whether or not having theforce of law) applying to the Lender or Lender Assignee of any court or governmentalauthority charged with the interpretation or administration of any law referred to inclause (a) or of any fiscal, monetary, central bank or other authority having
 

 
   jurisdiction over the Lender or Lender Assignee.     “Revolving Credit Loan” — Section 2.1(b).     “Revolving Credit Loan Commitment” shall mean, as the same may from time to time beterminated pursuant to Section 9 or any other section of the Agreement, an amount equal to$15,000,000.     “Revolving Credit Note” – Section 2.3(a).     “Solvent” shall mean, with respect to any Person, that the fair saleable value of thetangible and intangible property (including goodwill) of such Person is, on the date ofdetermination, greater than the total amount of liabilities of such Person as of such date(including contingent liabilities of such Person to the extent such Person considers it probablethat it shall actually be liable thereon) and that, as of such date, such Person is able to pay allIndebtedness for Borrowed Money of such Person as such Indebtedness for Borrowed Money matures.     “Subsidiary” of any Person shall mean any other firm, corporation, partnership, trustor other unincorporated organization or association or other enterprise, 50% or more of the indiciaof equity rights (whether capital stock or otherwise) of which is at the time owned, directly orindirectly, by such Person and/or by one or more of such Person’s Subsidiaries.     “Taxes” — Section 5.2.     “Type” shall mean either a Base Rate (US) Loan or a Libor Loan.     “UK” shall mean the United Kingdom.     “UK Statutes” — Section 10.15.     “Unutilized Revolving Commitment” shall mean the amount by which the Revolving CreditLoan Commitment at any time exceeds the aggregate principal amount of Revolving Credit Loans thenoutstanding.     “US” shall mean the United States.     “Written” or “in writing” shall mean any form of written communication or acommunication by means of telex, telecopier device, telegraph or cable.