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   form of the XANSER Subordination Agreement and satisfactory to the Agent inits sole discretion.”          2.2Advances and Loans. Section 8.5 of the Existing Agreement is amended by insertingat the end thereof the following the following paragraph:          “Notwithstanding any other provisions in this Agreement, the Borrower may usethe Furmanite Dividend to make an unsecured £5,500,000.00 loan (the “Xanser ServicesLoan”) to XANSER SERVICES LLC, a Delaware limited liability company (“XanserServices”), pursuant to a loan agreement substantially in the form of the XanserFinancial Loan Agreement and satisfactory to the Agent in its sole discretion (the“Xanser Services Loan Agreement”), but only if the Xanser Services Loan ispledged to the Banks pursuant to the Borrower Pledge Agreement.”          2.3Related Transactions. Section 8.11(b) of the Existing Agreement is amended bydeleting Section 8.11(b) in its entirety and substituting, in lieu thereof, the following:          “(b) No Loan Party will make any payments, directly or indirectly, to XANSERor any officer of director of XANSER, except as permitted by the XANSER ManagementAgreement, Section 8.5, Section 8.11(a) or Section 8.15.”          Section3. 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 be satisfiedto the satisfaction of the Agent or waived:          3.1Default, etc. On the Amendment Effective Date, there shall exist no Event ofDefault and all representations and warranties made by the Borrower or Holding in the ExistingAgreement or in the other Loan Documents or otherwise made by the Borrower or Holding inwriting 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 except to the extent such representations and warranties were made only as of a specific date.          3.2 Documents. On the Amendment Effective Date, the Agent shall havereceived this Amendment executed and delivered by each of the parties hereto.          3.3 Approvals and Consents. All orders, permissions, consents, approvals,licenses, authorizations and validations of, and filings, recordings and registrations with,and exemptions by, any Government Authority, or any other Person, required to authorize orrequired in connection with the execution, delivery and performance of this Amendment and thetransactions contemplated hereby by either of the Borrower or Holding shall have been obtained(and, if so requested, furnished to the Agent).          Section 4. Agreement in Full Force and Effect as Amended. Except as specificallyamended hereby, all of the terms and conditions of the Agreement shall remain in
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full force and effect. All references to the “Agreement” in any other Loan Document or other documentor instrument shall be deemed to mean the Agreement as amended by this Amendment. This Amendmentshall not constitute a novation of the Agreement, but shall constitute an amendment thereof.          Section 5. Counterparts. This Amendment may be executed in any number of counterpartsand by separate parties hereto on separate counterparts, each of which when executed shall bedeemed an original, but all such counterparts taken together shall constitute one and the sameinstrument.          Section 6. Governing Law. THIS AMENDMENT SHALL BE GOVERNEDBY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OFTHE STATE OF NEW YORK.          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed anddelivered by their respective duly authorized officers as of the date first above written.         FURMANITE LIMITED         By: /s/ Howard C. Wadsworth           Name: Howard C. Wadsworth  Title:   Director         FUMANITE WORLDWIDE, INC         By: /s/ Howard C. Wadsworth           Name: Howard C. Wadsworth  Title:  Vice President         BANK OF SCOTLAND, individually and as Agent         By:             Name:  Title:
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