EX-10.2






GUARANTY AND COLLATERAL AGREEMENT




GUARANTY AND COLLATERAL AGREEMENT, dated as of July 31, 2009, made by each of the signatories
hereto (together with any other entity that may become a party hereto as provided herein, the
“Grantors”), in favor of BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the
“Administrative Agent”) for the banks and other financial institutions or entities (together, for
purposes of this Agreement, with the Affiliates of such financial institutions or entities that may
be parties to Lender Swap Contracts or Cash Management Agreements, the “Lenders”) from time to time
parties to the Credit Agreement, dated as of July 31, 2009 (as amended, supplemented or otherwise
modified from time to time, the “Credit Agreement”), among FURMANITE WORLDWIDE, INC. (the
“Company”), certain Subsidiaries of the Company (each a “Designated Borrower” and, together with
the Company, the “Borrowers”), the Lenders and the Administrative Agent.



W I T N E S S E T H:




WHEREAS, pursuant to the Credit Agreement, the Lenders have severally agreed to make
extensions of credit to the Borrowers upon the terms and subject to the conditions set forth
therein;



WHEREAS, each Borrower is a member of an affiliated group of companies that includes each
other Grantor;



WHEREAS, the proceeds of the extensions of credit under the Credit Agreement will be used in
part to enable the Borrowers to make valuable transfers to one or more of the other Grantors in
connection with the operation of their respective businesses;



WHEREAS, the Borrowers and the other Grantors are engaged in related businesses, and each
Grantor will derive substantial direct and indirect benefit from the making of the extensions of
credit under the Credit Agreement; and



WHEREAS, it is a condition precedent to the obligation of the Lenders to make their respective
extensions of credit to the Borrowers under the Credit Agreement that the Grantors shall have
executed and delivered this Agreement to the Administrative Agent for the ratable benefit of the
Lenders;



NOW, THEREFORE, in consideration of the premises and to induce the Administrative Agent and
the Lenders to enter into the Credit Agreement and to induce the Lenders to make their respective
extensions of credit to the Borrowers thereunder and to enter into Lender Swap Contracts and Cash
Management Agreements, each Grantor hereby agrees with the Administrative Agent, for itself and for
the ratable benefit of the Lenders, as follows:



1. DEFINED TERMS



1.1. Definitions.




(a) Unless otherwise defined herein, terms defined in the Credit Agreement and used
herein shall have the meanings given to them in the Credit Agreement, and the following
terms are used herein as defined in the Texas UCC: Accounts, Certificated Security,
Equipment, General Intangibles, Instruments, Inventory and Supporting Obligations.




(b) The following terms shall have the following meanings:




“Agreement”: this Guaranty and Collateral Agreement, as the same may be amended,
supplemented or otherwise modified from time to time.




“Borrower Obligations”: the collective reference to the unpaid principal of and
interest on the Loans and Reimbursement Obligations and all other obligations and
liabilities (including under Lender Swap Contracts and Cash Management Agreements) of any
Borrower (including, without limitation, interest accruing at the then applicable rate
provided in the Credit Agreement after the maturity of the Loans and Reimbursement
Obligations and interest accruing at the then applicable rate provided in the Credit
Agreement after the filing of any petition in bankruptcy, or the commencement of any
insolvency, reorganization or like proceeding, relating to any Borrower, whether or not a
claim for post-filing or post-petition interest is allowed in such proceeding) to the
Administrative Agent or any Lender (or, in the case of any Lender Swap Contract or Cash
Management Agreement, any Affiliate of any Lender), whether direct or indirect, absolute or
contingent, due or to become due, or now existing or hereafter incurred, which may arise
under, out of, or in connection with, the Credit Agreement, this Agreement, the other Loan
Documents, any Letter of Credit, any Lender Swap Contract, any Cash Management Agreement or
any other document made, delivered or given in connection with any of the foregoing, in each
case whether on account of principal, interest, reimbursement obligations, fees,
indemnities, costs, expenses or otherwise (including, without limitation, all fees and
disbursements of counsel to the Administrative Agent or to the Lenders that are required to
be paid by any Borrower pursuant to the terms of any of the foregoing agreements); provided,
however, that with respect to any Guarantor that is a Foreign Obligor, Borrower Obligations
shall not include any of the foregoing owing by any Borrower that is not a Foreign Obligor.




“Collateral”: as defined in Section 3.1.




“Collateral Account”: any collateral account established by the Administrative Agent
as provided in Section 6.1 or 6.4.




“Dutch Deed of Pledge”: as defined in Section 3.1.




“FH Shares”: the shares in the capital of Furmanite Holding B.V. described on
Schedule 2.




“Foreign Subsidiary Voting Stock”: the voting Equity Interests of any Foreign
Subsidiary.




“Furmanite Offshore”: Furmanite Offshore Services, Inc.




“Guarantor Obligations”: with respect to any Guarantor, all obligations and
liabilities of such Guarantor which may arise under or in connection with this Agreement
(including, without limitation, Section 2, but excluding the Parallel Debt Obligations as
described in Section 3.2) or any other Loan Document to which such Guarantor is a party, in
each case whether on account of guarantee obligations, reimbursement obligations, fees,
indemnities, costs, expenses or otherwise (including, without limitation, all fees and
disbursements of counsel to the Administrative Agent or to any Lender (or, in the case of
any Lender Swap Contract or Cash Management Agreement, any Affiliate of any Lender) that are
required to be paid by such Guarantor pursuant to the terms of this Agreement, any other
Loan Document, any Lender Swap Contract or any Cash Management Agreement).




“Guarantors”: the collective reference to each Grantor other than in its capacity as a
Borrower.




“Intellectual Property”: the collective reference to all rights, priorities and
privileges relating to intellectual property, whether arising under United States,
multinational or foreign laws or otherwise, including, without limitation, the Patents, the
Patent Licenses, the Trademarks and the Trademark Licenses, and all rights to sue at law or
in equity for any infringement or other impairment thereof, including the right to receive
all proceeds and damages therefrom.




“Intercompany Note”: any promissory note evidencing loans made by any Grantor to any
Borrower or any Subsidiary.




“Investment Property”: the collective reference to all “investment property” as such
term is defined in Section 9-102(a)(49) of the Texas UCC (other than any Foreign Subsidiary
Voting Stock excluded from the definition of “Pledged Stock”).




“Issuers”: the collective reference to each issuer of any Investment Property, Pledged
Notes, or Pledged Stock.




“Obligations”: (i) in the case of each Borrower, its Borrower Obligations, and (ii) in
the case of each Guarantor, its Guarantor Obligations.




“Parallel Debt”: as defined in Section 3.2.




“Parallel Debt Obligations”: each liability and obligation for the payment of an
amount owed by Furmanite Offshore to the Administrative Agent in its capacity as creditor
under the Parallel Debt, as provided in Section 3.2.




“Patents”: (i) all letters patent of the United States, any other country or any
political subdivision thereof, all reissues and extensions thereof and all goodwill
associated therewith, including, without limitation, any of the foregoing referred to in
Schedule 6, (ii) all applications for letters patent of the United States or any other
country and all divisions, continuations and continuations-in-part thereof, including,
without limitation, any of the foregoing referred to in Schedule 6, and (iii) all rights to
obtain any reissues or extensions of the foregoing.




“Patent License”: all agreements, whether written or oral, providing for the grant by
or to any Grantor of any right to manufacture, use or sell any invention covered in whole or
in part by a Patent.




“Pledged Notes”: all promissory notes listed on Schedule 2, all Intercompany Notes at
any time issued to any Grantor and all other promissory notes issued to or held by any
Grantor (other than promissory notes issued in connection with extensions of trade credit by
any Grantor in the ordinary course of business).




“Pledged Stock”: the Equity Interests listed on Schedule 2, together with any other
            shares, stock certificates, options, interests or rights of any nature whatsoever in respect
of the Equity Interests of any wholly-owned Subsidiary that may be issued or granted to, or
held by, any Grantor while this Agreement is in effect; provided that in no event shall more
than 66% of the total outstanding Foreign Subsidiary Voting Stock of any Foreign Subsidiary
be pledged hereunder to secure any Obligations owing by any Person that is not a Foreign
Obligor; and provided, further, that in no event shall the Foreign Subsidiary Voting Stock
of any Foreign Subsidiary that is directly or indirectly a Subsidiary of Furmanite Holding
B.V. be pledged hereunder to secure any Obligations owing by any Person that is not a
Foreign Obligor.




“Proceeds”: all “proceeds” as such term is defined in Section 9-102(a)(64) of the
Texas UCC and, in any event, shall include, without limitation, all dividends or other
income from the Investment Property, Pledged Notes, or Pledged Stock, collections thereon or
distributions or payments with respect thereto.




“Receivable”: any right to payment for goods sold or leased or for services rendered,
whether or not such right is evidenced by an Instrument and whether or not it has been
earned by performance (including, without limitation, any Account).




“Reimbursement Obligation”: the obligation of any Borrower to reimburse the L/C Issuer
for amounts drawn under any Letter of Credit.




“Securities Act”: the Securities Act of 1933, as amended.




“Texas UCC”: the Uniform Commercial Code as from time to time in effect in the State
of Texas.




“Trademarks”: (i) all trademarks, trade names, corporate names, company names,
business names, fictitious business names, trade styles, service marks, logos and other
source or business identifiers, and all goodwill associated therewith, now existing or
hereafter adopted or acquired, all registrations and recordings thereof, and all
applications in connection therewith, whether in the United States Patent and Trademark
Office or in any similar office or agency of the United States, any State thereof or any
other country or any political subdivision thereof, or otherwise, and all common-law rights
related thereto, including, without limitation, any of the foregoing referred to in
Schedule 6, and (ii) the right to obtain all renewals thereof.




“Trademark License”: any agreement, whether written or oral, providing for the grant
by or to any Grantor of any right to use any Trademark.



1.2. Other Definitional Provisions.




(a) The words “hereof,” “herein”, “hereto” and “hereunder” and words of similar import
when used in this Agreement shall refer to this Agreement as a whole and not to any
particular provision of this Agreement, and Section and Schedule references are to this
Agreement unless otherwise specified.




(b) The meanings given to terms defined herein shall be equally applicable to both the
singular and plural forms of such terms.




(c) Where the context requires, terms relating to the Collateral or any part thereof,
when used in relation to a Grantor, shall refer to such Grantor’s Collateral or the relevant
part thereof.



2. GUARANTEE



2.1. Guarantee.




(a) Each of the Guarantors hereby, jointly and severally, unconditionally and
irrevocably, guarantees to the Administrative Agent, for itself and for the ratable benefit
of the Lenders and their respective successors, indorsees, transferees and assigns, the
prompt and complete payment and performance by the Borrowers when due (whether at the stated
maturity, by acceleration or otherwise) of the Borrower Obligations (other than its own
Borrower Obligations for which it is liable as a Borrower).




(b) Anything herein or in any other Loan Document to the contrary notwithstanding, the
maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no
event exceed the amount which can be guaranteed by such Guarantor under applicable federal,
foreign, state or other laws relating to the insolvency of debtors (after giving effect to
the right of contribution established in Section 2.2).




(c) Each Guarantor agrees that the Borrower Obligations may at any time and from time
to time exceed the amount of the liability of such Guarantor hereunder without impairing the
guarantee contained in this Section 2 or affecting the rights and remedies of the
Administrative Agent hereunder.




(d) The guarantee contained in this Section 2 shall remain in full force and effect
until all the Borrower Obligations and the obligations of each Guarantor under the guarantee
contained in this Section 2 shall have been satisfied by payment in full, no Letter of
Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that
from time to time during the term of the Credit Agreement the Borrowers may be free from any
Borrower Obligations.




(e) No payment made by any of the Borrowers, any of the Guarantors, any other guarantor
or any other Person or received or collected by the Administrative Agent or any Lender from
any of the Borrowers, any of the Guarantors, any other guarantor or any other Person by
virtue of any action or proceeding or any set-off or appropriation or application at any
time or from time to time in reduction of or in payment of the Borrower Obligations shall be
deemed to modify, reduce, release or otherwise affect the liability of any Guarantor
hereunder which shall, notwithstanding any such payment (other than any payment made by such
Guarantor in respect of the Borrower Obligations or any payment received or collected from
such Guarantor in respect of the Borrower Obligations), remain liable for the Borrower
Obligations up to the maximum liability of such Guarantor hereunder until the Borrower
Obligations are paid in full, no Letter of Credit shall be outstanding and the Commitments
are terminated.



2.2. Right of Contribution. Each Guarantor hereby agrees that to the extent that a
Guarantor shall have paid more than its proportionate share of any payment made hereunder, such
Guarantor shall be entitled to seek and receive contribution from and against any other Guarantor
hereunder which has not paid its proportionate share of such payment. Each Guarantor’s right of
contribution shall be subject to the terms and conditions of Section 2.3. The provisions of this
Section 2.2 shall in no respect limit the obligations and liabilities of any Guarantor hereunder to
the Administrative Agent, for itself and for the ratable benefit of the Lenders, and each Guarantor
shall remain liable to the Administrative Agent, for itself and for the ratable benefit of the
Lenders, for the full amount guaranteed by such Guarantor hereunder.



2.3. No Subrogation. Notwithstanding any payment made by any Guarantor hereunder or
any set-off or application of funds of any Guarantor by the Administrative Agent or any Lender, no
Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or
any Lender against any Borrower or any other Guarantor or any collateral security or guarantee or
right of offset held by the Administrative Agent or any Lender for the payment of the Borrower
Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement
from any Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder,
until all amounts owing to the Administrative Agent, for itself and for the ratable benefit of the
Lenders, by any Borrower on account of the Borrower Obligations are paid in full, no Letter of
Credit shall be outstanding and the Commitments are terminated. If any amount shall be paid to any
Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations
shall not have been paid in full, such amount shall be held by such Guarantor in trust for the
Administrative Agent, for itself and for the ratable benefit of the Lenders, segregated from other
funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the
Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor
to the Administrative Agent, if required), to be applied against the Borrower Obligations, whether
matured or unmatured, in such order as the Administrative Agent may determine.



2.4. Amendments, etc. with respect to the Borrower Obligations. Each Guarantor shall
remain obligated hereunder notwithstanding that, without any reservation of rights against any
Guarantor and without notice to or further assent by any Guarantor, any demand for payment of any
of the Borrower Obligations made by the Administrative Agent or any Lender may be rescinded by the
Administrative Agent or such Lender and any of the Borrower Obligations continued, and the Borrower
Obligations, or the liability of any other Person upon or for any part thereof, or any collateral
security or guarantee therefor or right of offset with respect thereto, may, from time to time, in
whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived,
surrendered or released by the Administrative Agent or any Lender, and the Credit Agreement and the
other Loan Documents and any other documents executed and delivered in connection therewith may be
amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or
the Required Lenders or all Lenders, as the case may be) may deem advisable from time to time, and
any collateral security, guarantee or right of offset at any time held by the Administrative Agent
or any Lender for the payment of the Borrower Obligations may be sold, exchanged, waived,
surrendered or released. Neither the Administrative Agent nor any Lender shall have any obligation
to protect, secure, perfect or insure any Lien at any time held by it as security for the Borrower
Obligations or for the guarantee contained in this Section 2 or any property subject thereto.



2.5. Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice
of the creation, renewal, extension or accrual of any of the Borrower Obligations and notice of or
proof of reliance by the Administrative Agent or any Lender upon the guarantee contained in this
Section 2 or acceptance of the guarantee contained in this Section 2; the Borrower Obligations, and
any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed,
extended, amended or waived, in reliance upon the guarantee contained in this Section 2; and all
dealings between any of the Borrowers and any of the Guarantors, on the one hand, and the
Administrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to
have been had or consummated in reliance upon the guarantee contained in this Section 2. Each
Guarantor waives diligence, presentment, protest, demand for payment and notice of default or
nonpayment to or upon any of the Borrowers or any of the Guarantors with respect to the Borrower
Obligations. Each Guarantor understands and agrees that the guarantee contained in this Section 2
shall be construed as a continuing, absolute and unconditional guarantee of payment without regard
to (a) the validity or enforceability of the Credit Agreement or any other Loan Document, any of
the Borrower Obligations or any other collateral security therefor or guarantee or right of offset
with respect thereto at any time or from time to time held by the Administrative Agent or any
Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance)
which may at any time be available to or be asserted by any of the Borrowers or any other Person
against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or
without notice to or knowledge of any of the Borrowers or such Guarantor) which constitutes, or
might be construed to constitute, an equitable or legal discharge of any Borrower for the Borrower
Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or
in any other instance. When making any demand hereunder or otherwise pursuing its rights and
remedies hereunder against any Guarantor, the Administrative Agent or any Lender may, but shall be
under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it
may have against any Borrower, any other Guarantor or any other Person or against any collateral
security or guarantee for the Borrower Obligations or any right of offset with respect thereto, and
any failure by the Administrative Agent or any Lender to make any such demand, to pursue such other
rights or remedies or to collect any payments from any of the Borrowers, any other Guarantor or any
other Person or to realize upon any such collateral security or guarantee or to exercise any such
right of offset, or any release of any Borrower, any other Guarantor or any other Person or any
such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any
obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether
express, implied or available as a matter of law, of the Administrative Agent or any Lender against
any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of
any legal proceedings.



2.6. Reinstatement. The guarantee contained in this Section 2 shall continue to be
effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of
any of the Borrower Obligations is rescinded or must otherwise be restored or returned by the
Administrative Agent or any Lender upon the insolvency, bankruptcy, dissolution, liquidation or
reorganization of any Borrower or any Guarantor, or upon or as a result of the appointment of a
receiver, intervenor or conservator of, or trustee or similar officer for, any Borrower or any
Guarantor or any substantial part of its property, or otherwise, all as though such payments had
not been made.



2.7. Payments. Each Guarantor hereby guarantees that payments hereunder will be paid
to the Administrative Agent without set-off or counterclaim in the currency in which such payments
are due by the applicable Borrower at the Administrative Agent’s Office.



3. GRANT OF SECURITY INTEREST.



3.1. Each Grantor hereby assigns and transfers to the Administrative Agent, and hereby grants
to the Administrative Agent, for itself and for the ratable benefit of the Lenders, a security
interest in, all of the following property now owned or at any time hereafter acquired by such
Grantor or in which such Grantor now has or at any time in the future may acquire any right, title
or interest (collectively, together with the FH Shares, the “Collateral”), as collateral security
for the prompt and complete payment and performance when due (whether at the stated maturity, by
acceleration or otherwise) of the Obligations of such Grantor whether as a Borrower or a Guarantor,
and in the case of Furmanite Offshore, for the Parallel Debt Obligations (provided that with
respect to any Grantor that is a Foreign Obligor, the Obligations of such Grantor shall not include
any obligations or liabilities owing by any Person that is not a Foreign Obligor):




(a) all Accounts;




(b) all Equipment;




(c) all Fixtures;




(d) all General Intangibles, including all Pledged Stock that is a General Intangible;




(e) all Instruments, including all Intercompany Notes;




(f) all Intellectual Property;




(g) all Inventory;




(h) all Investment Property, including all Pledged Stock that is Investment Property,
but other than the FH Shares (which shall be subject to the Dutch Deed of Pledge);




(i) all books and records pertaining to the Collateral; and




(j) to the extent not otherwise included, all Proceeds, Supporting Obligations and
products of any and all of the foregoing and all collateral security and guarantees given by
any Person with respect to any of the foregoing;




provided, however, that notwithstanding any of the other provisions set forth in this
Section 3, this Agreement shall not constitute a grant of a security interest in any
property to the extent that such grant of a security interest (i) is prohibited by any Law
of a Governmental Authority or requires a consent not obtained of any Governmental Authority
pursuant to such requirement of Law, (ii) with respect to any General Intangible,
constitutes a breach or default under or results in the termination of or requires any
consent not obtained under, any contract, license, agreement, instrument or other document
evidencing or giving rise to such General Intangible, except to the extent that such
requirement of Law or the term in such contract, license, agreement, instrument or other
document or shareholder or similar agreement providing for such prohibition, breach, default
or termination or requiring such consent is ineffective under applicable law, (iii) covers
property of any Grantor that is not organized under the laws of the United States or any
state thereof, the United Kingdom, or Australia (other than the Pledged Stock owned by
Furmanite Holding B.V. consisting of (A) the shares of Furmanite Australia Pty Ltd, (B) the
            shares of Furmanite Limited, and (C) the limited liability company interests of Furmanite
Malaysia LLC), or (iv) covers property of any Grantor that is located or taken to be located
in the State of New South Wales, Australia for the purposes of the Duties Act 1947 (NSW).




Without limiting the Liens created by this Agreement to the extent that this Agreement
is effective to create such Liens under applicable law, it is acknowledged and agreed that
additional agreements, instruments, or documents governed by the laws of the United Kingdom,
Australia, or the Netherlands are being executed concurrently herewith and will be executed
to create Liens in the Collateral and other assets in favor of the Administrative Agent for
itself and for the benefit of the Lenders. Furmanite Offshore hereby undertakes on or about
the date of this Agreement to execute a notarial deed of pledge between the Administrative
Agent, Furmanite Offshore and Furmanite Holding B.V. (the “Dutch Deed of Pledge”) pursuant
to which a Dutch right of pledge on the FH Shares is created, in favor of the Administrative
Agent and for the ratable benefit of the Lenders, as security for the prompt and complete
payment when due (whether at the stated maturity, by acceleration or otherwise) of (i)
Furmanite Offshore’s Obligations, to the extent that such Obligations are obligations for
the payment of an amount, and (ii) the Parallel Debt Obligations;



3.2. Parallel Debt. The provisions of this Section 3.2 are included in this Agreement
in connection with the Dutch right of pledge on the FH Shares pursuant to the Dutch Deed of Pledge.




(a) Furmanite Offshore hereby irrevocably and unconditionally undertakes to pay to the
Administrative Agent, acting in its own name and on its own behalf and not as agent or
security trustee for any Person, amounts equal to the aggregate amount payable by Furmanite
Offshore in respect of the Obligations of Furmanite Offshore (the “Parallel Debt”).




(b) The Parallel Debt Obligations will become due and payable (opeisbaar) as and to the
extent one or more Obligations of Furmanite Offshore becomes due and payable, without any
further notice being required.




(c) Each of the parties hereto hereby acknowledges that: (i) the Parallel Debt
constitutes an undertaking, obligation and liability of Furmanite Offshore to the
Administrative Agent which is transferable, separate and independent from, and without
prejudice to, the Obligations of Furmanite Offshore and (ii) the Parallel Debt Obligations
represent the Administrative Agent’s own separate and independent claims to receive payment
of the Parallel Debt Obligations from Furmanite Offshore, it being understood that the
amount which may become payable by Furmanite Offshore under or pursuant to the Parallel Debt
Obligations from time to time shall never exceed the aggregate amount which is payable under
the relevant Obligations of Furmanite Offshore from time to time.




(d) For the avoidance of doubt, each of the parties hereto hereby confirms that the
claim of the Administrative Agent against Furmanite Offshore in respect of the Parallel Debt
Obligations and the claims of any Lender against Furmanite Offshore in respect of the
Obligations of Furmanite Offshore payable to such Lender do not constitute common property
within the meaning of Article 3:166 of the Dutch Civil Code and that the provisions relating
to such common property shall not apply. If, however, it shall be held that such claim of
the Administrative Agent and such claims of any Lender do constitute such common property
and such provisions do apply, the parties hereto agree that the Credit Agreement and this
Agreement shall constitute the administration agreement within the meaning of Article 3:168
of the Dutch Civil Code.




(e) For the avoidance of doubt, the parties hereto confirm that this Agreement is not
to be construed as an agreement as referred to in Article 6:16 of the Dutch Civil Code and
that Article 6:16 of the Dutch Civil Code shall not apply, and, therefore, the provisions
relating to common property within the meaning of Article 3:166 of the Dutch Civil Code
shall not apply by analogy to the relationship between the Administrative Agent and any
Lender on the one hand and Furmanite Offshore on the other hand.




(f) To the extent the Administrative Agent receives any amount in payment of the
Parallel Debt Obligations (the “Received Amount”), the Obligations of Furmanite Offshore
shall be reduced by an aggregate amount equal to the Received Amount as if the Received
Amount was received as a payment of the Obligations of Furmanite Offshore.



4. REPRESENTATIONS AND WARRANTIES. To induce the Administrative Agent and the Lenders to
enter into the Credit Agreement and to induce the Lenders to make their respective extensions of
credit to the Borrowers thereunder and to enter into Lender Swap Contracts and Cash Management
Agreements, each Grantor hereby represents and warrants to the Administrative Agent, for itself and
for the ratable benefit of the Lenders, that:



4.1. Title; No Other Liens. Except for the security interest granted to the
Administrative Agent for itself and for the ratable benefit of the Lenders pursuant to this
Agreement and the other Liens permitted to exist on the Collateral by the Credit Agreement, such
Grantor owns each item of the Collateral free and clear of any and all Liens or claims of others.
No financing statement or other public notice with respect to all or any part of the Collateral is
on file or of record in any public office, except such as have been filed in favor of the
Administrative Agent, for itself and for the ratable benefit of the Lenders, pursuant to this
Agreement or as are permitted by the Credit Agreement. For the avoidance of doubt, it is
understood and agreed that any Grantor may, as part of its business, grant licenses to third
parties to use Intellectual Property owned or developed by a Grantor. For purposes of this
Agreement and the other Loan Documents, such licensing activity shall not constitute a “Lien” on
such Intellectual Property. The Administrative Agent understands that any such licenses may be
exclusive to the applicable licensees, and such exclusivity provisions may limit the ability of the
Administrative Agent to utilize, sell, lease or transfer the related Intellectual Property or
otherwise realize value from such Intellectual Property pursuant hereto.



4.2. Perfected First Priority Liens. The security interests granted pursuant to this
Agreement (a) upon completion of the filings and other actions specified on Schedule 3 (which, in
the case of all filings and other documents referred to on said Schedule, have been delivered to
the Administrative Agent in completed and duly executed form) and other filings and other actions
required by the laws of the United Kingdom, Australia, or the Netherlands, will constitute valid
perfected security interests in all of the Collateral in favor of the Administrative Agent, for the
ratable benefit of the Lenders, as collateral security for such Grantor’s Obligations and, further,
in the case of Furmanite Offshore, for the Parallel Debt Obligations, enforceable in accordance
with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase
any Collateral from such Grantor and (b) are prior to all other Liens on the Collateral in
existence on the date hereof except for Liens permitted by the Credit Agreement which have priority
over the Liens on the Collateral by operation of law.



4.3. Jurisdiction of Organization; Chief Executive Office. On the date hereof, such
Grantor’s jurisdiction of organization, identification number from the jurisdiction of organization
(if any), and the location of such Grantor’s chief executive office or sole place of business or
principal residence, as the case may be, are specified on Schedule 4.



4.4. Inventory and Equipment. On the date hereof, (a) the Inventory and the Equipment
are kept at the locations listed on Schedule 5 and (b) no Collateral is located outside the United
States, the United Kingdom, Australia, or the Netherlands, or is in the possession of any lessor,
bailee, warehouseman or consignee, except as listed on Schedule 5.



4.5. Investment Property.




(a) The shares of Pledged Stock pledged by such Grantor hereunder constitute all the
issued and outstanding shares of all classes of the Equity Interests of each Issuer owned by
such Grantor or, in the case of Foreign Subsidiary Voting Stock that secures any Obligations
owing by any Person that is not a Foreign Obligor, if less, 66% of the outstanding Foreign
Subsidiary Voting Stock of each relevant Issuer.




(b) All the shares of the Pledged Stock have been duly and validly issued and are fully
paid and nonassessable.




(c) Each of the Pledged Notes constitutes the legal, valid and binding obligation of
the obligor with respect thereto, enforceable in accordance with its terms, subject to the
effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
other similar laws relating to or affecting creditors’ rights generally, general equitable
principles (whether considered in a proceeding in equity or at law) and an implied covenant
of good faith and fair dealing. Each of the Intercompany Notes is unsecured.




(d) Such Grantor is the record and beneficial owner of, and has good and marketable
title to, the Investment Property, Pledged Notes, and Pledged Stock pledged by it hereunder,
free of any and all Liens or options in favor of, or claims of, any other Person, except the
security interest created by this Agreement and the Dutch Deed of Pledge, and the other
Liens permitted to exist on the Collateral by the Credit Agreement and/or any other Loan
Document.



4.6. Receivables.




(a) No amount payable to such Grantor under or in connection with any Receivable is
evidenced by any Instrument which has not been delivered to the Administrative Agent.




(b) None of the obligors on any Receivables is a Governmental Authority.




(c) The amounts represented by such Grantor to the Lenders from time to time as owing
to such Grantor in respect of the Receivables will, to the best of such Grantor’s knowledge
at such times, be accurate.



4.7. Intellectual Property.




(a) Schedule 6 lists all registered Intellectual Property owned by such Grantor in its
own name on the date hereof.




(b) On the date hereof, all material Intellectual Property owned by such Grantor, or,
to the knowledge of such Grantor with respect to Intellectual Property licensed by such
Grantor, is valid, subsisting, unexpired and enforceable, has not been abandoned and does
not infringe the intellectual property rights of any other Person.




(c) No holding, decision or judgment has been rendered by any Governmental Authority
which would limit, cancel or question the validity of, or such Grantor’s rights in, any
Intellectual Property in any respect that could reasonably be expected to have a Material
Adverse Effect.




(d) No action or proceeding is pending, or, to the knowledge of such Grantor,
threatened, on the date hereof (i) seeking to limit, cancel or question the validity of any
(A) Intellectual Property owned by such Grantor, (B) such Grantor’s ownership interest
therein, or (C) to the knowledge of such Grantor, Intellectual Property licensed by such
Grantor, or (ii) which would affect the value of any Intellectual Property, in each case
that could reasonably be expected to have a Material Adverse Effect.



5. COVENANTS. Each Grantor covenants and agrees with the Administrative Agent, for itself
and for the ratable benefit of the Lenders, that, from and after the date of this Agreement until
the Obligations shall have been paid in full, no Letter of Credit shall be outstanding and the
Commitments shall have terminated:



5.1. Delivery of Instruments and Certificated Securities. If any amount in excess of
$100,000 payable under or in connection with any of the Collateral shall be or become evidenced by
any Instrument or Certificated Security, such Instrument or Certificated Security shall, to the
extent permitted under applicable Law, be promptly delivered to the Administrative Agent, duly
indorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to
this Agreement.



5.2. Maintenance of Insurance.




(a) Such Grantor will maintain, with financially sound and reputable companies,
insurance policies (i) insuring the Inventory and Equipment subject hereto against loss by
fire, explosion, theft and such other casualties as is required by the Credit Agreement and
(ii) insuring such Grantor and the Administrative Agent, for itself and for the ratable
benefit of the Lenders, against liability for personal injury and property damage relating
to such Inventory and Equipment, such policies to be in such form and amounts and having
such coverage as is customarily carried by companies engaged in similar businesses and
owning similar properties in localities where the respective Grantors operate.




(b) All such insurance shall (i) provide that no cancellation, material reduction in
amount or material change in coverage thereof shall be effective until at least 30 days
after receipt by the Administrative Agent of written notice thereof, and (ii) name the
Administrative Agent as insured party or loss payee.



5.3. Payment of Obligations. Such Grantor will pay and discharge or otherwise satisfy
at or before maturity or before they become delinquent, as the case may be, all taxes, assessments
and governmental charges or levies imposed upon the Collateral or in respect of income or profits
therefrom, as well as all claims of any kind (including, without limitation, claims for labor,
materials and supplies) against or with respect to the Collateral, except that no such charge need
be paid if the amount or validity thereof is currently being contested in good faith by appropriate
proceedings, reserves in conformity with GAAP with respect thereto have been provided on the books
of such Grantor and such proceedings could not reasonably be expected to result in the sale,
forfeiture or loss of any material portion of the Collateral.



5.4. Maintenance of Perfected Security Interest; Further Documentation.




(a) Such Grantor shall maintain the security interest created by this Agreement as,
except as otherwise provided herein, a perfected security interest having at least the
priority described in Section 4.2 and shall defend such security interest against the claims
and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan
Documents to dispose of the Collateral.




(b) Such Grantor will furnish to the Administrative Agent and the Lenders from time to
time statements and schedules further identifying and describing the assets and property of
such Grantor and such other reports in connection therewith as the Administrative Agent may
reasonably request, all in reasonable detail.




(c) At any time and from time to time, upon the written request of the Administrative
Agent, and at the sole expense of such Grantor, such Grantor will, to the extent permitted
under applicable Law, promptly and duly execute and deliver, and have recorded, such further
instruments and documents and take such further actions as the Administrative Agent may
reasonably request for the purpose of obtaining or preserving the full benefits of this
Agreement and of the rights and powers herein granted, including, without limitation,
(i) filing any financing or continuation statements under the Uniform Commercial Code (or
other similar laws) in effect in any jurisdiction with respect to the security interests
created hereby and (ii) in the case of Investment Property and any other relevant
Collateral, taking any actions necessary to enable the Administrative Agent to obtain
“control” (within the meaning of the applicable Uniform Commercial Code or other similar
laws) with respect thereto.



5.5. Changes in Name, etc. Such Grantor will not, except upon 15 days’ prior written
notice to the Administrative Agent and delivery to the Administrative Agent of all additional
executed financing statements and other documents reasonably requested by the Administrative Agent
to maintain the validity, perfection and priority of the security interests provided for herein,
(a) change its jurisdiction of organization or the location of its chief executive office or sole
place of business or principal residence from that referred to in Section 4.3 or (b) change its
name.



5.6. Notices. Such Grantor will advise the Administrative Agent and the Lenders
promptly, in reasonable detail, of:




(a) any Lien (other than security interests created hereby or Liens permitted under the
Credit Agreement) on any of the Collateral which would adversely affect the ability of the
Administrative Agent to exercise any of its remedies hereunder; and




(b) of the occurrence of any other event which could reasonably be expected to have a
Material Adverse Effect on the aggregate value of the Collateral or on the security
interests created hereby.



5.7. Investment Property.




(a) If such Grantor shall become entitled to receive or shall receive any certificate
(including, without limitation, any certificate representing a dividend or a distribution in
connection with any reclassification, increase or reduction of capital or any certificate
issued in connection with any reorganization), option or rights in respect of the Equity
Interests of any Issuer, whether in addition to, in substitution of, as a conversion of, or
in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such
Grantor shall, to the extent permitted under applicable Law, accept the same as the agent of
the Administrative Agent and the Lenders, hold the same in trust for the Administrative
Agent and the Lenders and deliver the same forthwith to the Administrative Agent in the
exact form received, duly indorsed by such Grantor to the Administrative Agent, if required,
together with an undated stock power covering such certificate duly executed in blank by
such Grantor and with, if the Administrative Agent so requests, signature guaranteed, to be
held by the Administrative Agent, subject to the terms hereof, as additional collateral
security for the Obligations. Any sums paid upon or in respect of the Investment Property,
Pledged Notes, or Pledged Stock upon the liquidation or dissolution of any Issuer shall, to
the extent permitted under applicable Law, be paid over to the Administrative Agent to be
held by it hereunder as additional collateral security for the Obligations and, in the case
of Furmanite Offshore, for the Parallel Debt Obligations, and in case any distribution of
capital shall be made on or in respect of the Investment Property, Pledged Notes, or Pledged
Stock, or any property shall be distributed upon or with respect to the Investment Property
        , Pledged Notes, or Pledged Stock pursuant to the recapitalization or reclassification of
the capital of any Issuer or pursuant to the reorganization thereof, the property so
distributed shall, unless otherwise subject to a perfected security interest in favor of the
Administrative Agent, to the extent permitted under applicable Law, be delivered to the
Administrative Agent to be held by it hereunder as additional collateral security for the
Obligations and, in the case of Furmanite Offshore, for the Parallel Debt Obligations. If
any sums of money or property so paid or distributed in respect of the Investment Property,
Pledged Notes, or Pledged Stock shall be received by such Grantor, such Grantor shall, until
such money or property is paid or delivered to the Administrative Agent, hold such money or
property in trust for the Administrative Agent and the Lenders, segregated from other funds
of such Grantor, as additional collateral security for the Obligations and, in the case of
Furmanite Offshore, for the Parallel Debt Obligations.




(b) Without the prior written consent of the Administrative Agent, such Grantor will
not (i) vote to enable, or take any other action to permit, any Issuer to issue any Equity
Interests of any nature or to issue any other securities convertible into or granting the
right to purchase or exchange for any Equity Interests of any nature of any Issuer,
(ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with
respect to, the Investment Property, Pledged Notes, Pledged Stock, or Proceeds thereof
(except pursuant to a transaction permitted by the Credit Agreement), (iii) create, incur or
permit to exist any Lien or option in favor of, or any claim of any Person with respect to,
any of the Investment Property, Pledged Notes, Pledged Stock, or Proceeds thereof, or any
interest therein, except for the security interests created by this Agreement and the other
Liens permitted to exist on the Collateral by the Credit Agreement or any other Loan
Document and (iv) enter into any agreement or undertaking (other than this Agreement, the
Credit Agreement or any other Loan Document) restricting the right or ability of such
Grantor or the Administrative Agent to sell, assign or transfer any of the Investment
Property Pledged Notes, Pledged Stock, or Proceeds thereof.




(c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it has
consented to and will be bound by the terms of this Agreement relating to the Investment
Property, Pledged Notes, and Pledged Stock issued by it and will comply with such terms
insofar as such terms are applicable to it, (ii) it will notify the Administrative Agent
promptly in writing of the occurrence of any of the events described in Section 5.7(a) with
respect to the Investment Property, Pledged Notes, and Pledged Stock issued by it, (iii) the
terms of Sections 6.3(c) and 6.7 shall apply to it, mutatis mutandis, with respect to all
actions that may be required of it pursuant to Section 6.3(c) or 6.7 with respect to the
Investment Property, Pledged Notes, and Pledged Stock issued by it and (iv) it has
registered or will register on its books and records the security interest granted under
this Agreement in the Investment Property, Pledged Notes, and Pledged Stock issued by it and
will comply with instructions originated by the Administrative Agent with respect to such
Investment Property, Pledged Notes, and Pledged Stock without further consent by the Grantor
of such security interest.



5.8. Receivables.




(a) Other than in the ordinary course of business consistent with its past practice,
such Grantor will not (i) grant any extension of the time of payment of any Receivable that
is part of the Collateral, (ii) compromise or settle any such Receivable for less than the
full amount thereof, (iii) release, wholly or partially, any Person liable for the payment
of any Receivable, (iv) allow any credit or discount whatsoever on any such Receivable or
(v) amend, supplement or modify any such Receivable in any manner that could adversely
affect the value thereof.




(b) Such Grantor will deliver to the Administrative Agent a copy of each material
demand, notice or document received by it that questions or calls into doubt the validity or
enforceability of more than 5% of the aggregate amount of the then outstanding Receivables
that are part of the Collateral.



5.9. Intercompany Notes. The payment obligations of each maker of each Intercompany
Note payable to such Grantor are and shall be subordinated in right of payment to the Obligations
of such maker, whether as a Borrower or as a Guarantor. While any Event of Default exists, such
Grantor shall hold in trust and pay over any payments received by it on each Intercompany Note to
the Administrative Agent.



5.10. Intellectual Property.




(a) Such Grantor (either itself or through licensees) will (i) except as determined in
such Grantor’s reasonable business judgment, continue to use each material Trademark on each
and every trademark class of goods applicable to its current line as reflected in its
current catalogs, brochures and price lists in order to maintain such Trademark in full
force free from any claim of abandonment for non-use, (ii) maintain as in the past the
quality of products and services offered under such Trademark, (iii) use such Trademark with
the appropriate notice of registration and all other notices and legends required by
applicable Law, (iv) not adopt or use any mark which is confusingly similar or a colorable
imitation of such Trademark unless the Administrative Agent, for itself and for the ratable
benefit of the Lenders, shall obtain a perfected security interest in such mark pursuant to
this Agreement, and (v) not (and not permit any licensee or sublicensee thereof to) do any
act or knowingly omit to do any act whereby such Trademark may become invalidated or
impaired in any way.




(b) Such Grantor (either itself or through licensees) will not do any act, or omit to
do any act, whereby any Patent may become forfeited, abandoned or dedicated to the public
unless deemed prudent in the reasonable judgment of the Grantor.




(c) Such Grantor (either itself or through licensees) will not do any act that
knowingly uses any material Intellectual Property to infringe the intellectual property
rights of any other Person.




(d) Such Grantor will notify the Administrative Agent immediately if it knows, or has
reason to know, that any application or registration relating to any material Intellectual
Property may become forfeited, abandoned or dedicated to the public, or of any adverse
determination or development (including, without limitation, the institution of, or any such
determination or development in, any proceeding in the United States Patent and Trademark
Office or any court or tribunal in any country) regarding such Grantor’s ownership of, or
the validity of, any material Intellectual Property or such Grantor’s right to register the
same or to own and maintain the same.




(e) Whenever such Grantor, either by itself or through any agent, employee, licensee or
designee, shall file an application for the registration of any Intellectual Property with
the United States Patent and Trademark Office or any similar office or agency in any other
country or any political subdivision thereof, such Grantor shall report such filing to the
Administrative Agent within five Business Days after the last day of the fiscal quarter in
which such filing occurs. Upon request of the Administrative Agent, such Grantor shall
execute and deliver, and have recorded, any and all agreements, instruments, documents, and
papers as the Administrative Agent may request to evidence the Administrative Agent’s
security interest in any Patent or Trademark and the goodwill and general intangibles of
such Grantor relating thereto or represented thereby.




(f) Unless otherwise deemed prudent in the reasonable business judgment of such
Grantor, such Grantor will take all reasonable and necessary steps, including, without
limitation, in any proceeding before the United States Patent and Trademark Office or any
similar office or agency in any other country or any political subdivision thereof, to
maintain and pursue each application (and to obtain the relevant registration) and to
maintain each registration of the Intellectual Property, including, without limitation,
filing of applications for renewal, affidavits of use and affidavits of incontestability.




(g) In the event that any material Intellectual Property is infringed, misappropriated
or diluted by a third party, such Grantor shall (i) take such actions as such Grantor shall
reasonably deem appropriate under the circumstances to protect such Intellectual Property
and (ii) if such Intellectual Property is of material economic value, promptly notify the
Administrative Agent after it learns thereof and sue for infringement, misappropriation or
dilution, to seek injunctive relief where appropriate and to recover any and all damages for
such infringement, misappropriation or dilution.




(h) The provisions of this Section 5.9 shall only apply to Intellectual Property that
is part of the Collateral.



6. REMEDIAL PROVISIONS



6.1. Certain Matters Relating to Receivables.




(a) During the continuance of any Event of Default, the Administrative Agent shall have
the right to make test verifications of the Receivables in any manner and through any medium
that it reasonably considers advisable, and each Grantor shall furnish all such assistance
and information as the Administrative Agent may require in connection with such test
verifications. At any time and from time to time, upon the Administrative Agent’s request
and at the expense of the relevant Grantor, such Grantor shall furnish to the Administrative
Agent reports (from Persons and in a form reasonably satisfactory to the Administrative
Agent) showing reconciliations, aging and test verifications of, and trial balances for, the
Receivables.




(b) The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s
Receivables, subject to the Administrative Agent’s direction and control, and the
Administrative Agent may curtail or terminate said authority at any time after the
occurrence and during the continuance of an Event of Default. If required by the
Administrative Agent at any time after the occurrence and during the continuance of an Event
of Default, any payments of Receivables, when collected by any Grantor, (i) shall be
forthwith (and, in any event, within two Business Days) deposited by such Grantor in the
exact form received, duly indorsed by such Grantor to the Administrative Agent if required,
in a Collateral Account maintained under the sole dominion and control of the Administrative
Agent, subject to withdrawal by the Administrative Agent for the account of the Lenders only
as provided in Section 6.5, and (ii) until so turned over, shall be held by such Grantor in
trust for the Administrative Agent and the Lenders, segregated from other funds of such
Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report
identifying in reasonable detail the nature and source of the payments included in the
deposit.




(c) At the Administrative Agent’s request, each Grantor shall deliver to the
Administrative Agent all original and other documents evidencing, and relating to, the
agreements and transactions which gave rise to the Receivables, including, without
limitation, all original orders, invoices and shipping receipts.




(d) The provisions of this Section 6.1 shall only apply to Receivables that are part of
the Collateral.



6.2. Communications with Obligors; Grantors Remain Liable.




(a) The Administrative Agent in its own name or in the name of others may at any time
after the occurrence and during the continuance of an Event of Default communicate with
obligors under the Receivables to verify with them to the Administrative Agent’s
satisfaction the existence, amount and terms of any Receivables.




(b) Upon the request of the Administrative Agent at any time after the occurrence and
during the continuance of an Event of Default, each Grantor shall notify obligors on the
Receivables that the Receivables have been assigned to the Administrative Agent for the
ratable benefit of the Lenders and that payments in respect thereof shall be made directly
to the Administrative Agent.




(c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable
under each of the Receivables to observe and perform all the conditions and obligations to
be observed and performed by it thereunder, all in accordance with the terms of any
agreement giving rise thereto. Neither the Administrative Agent nor any Lender shall have
any obligation or liability under any Receivable (or any agreement giving rise thereto) by
reason of or arising out of this Agreement or the receipt by the Administrative Agent or any
Lender of any payment relating thereto, nor shall the Administrative Agent or any Lender be
obligated in any manner to perform any of the obligations of any Grantor under or pursuant
to any Receivable (or any agreement giving rise thereto), to make any payment, to make any
inquiry as to the nature or the sufficiency of any payment received by it or as to the
sufficiency of any performance by any party thereunder, to present or file any claim, to
take any action to enforce any performance or to collect the payment of any amounts which
may have been assigned to it or to which it may be entitled at any time or times.




(d) The provisions of this Section 6.2 shall only apply to Receivables that are part of
the Collateral.



6.3. Pledged Stock.




(a) Unless an Event of Default shall have occurred and be continuing and the
Administrative Agent shall have given notice to the relevant Grantor of the Administrative
Agent’s intent to exercise its corresponding rights pursuant to Section 6.3(b), each Grantor
shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and
all payments made in respect of the Pledged Notes, in each case paid in the normal course of
business of the relevant Issuer and consistent with past practice, to the extent permitted
in the Credit Agreement, and to exercise all voting and corporate or other organizational
rights with respect to the Investment Property or Pledged Stock; provided, however, that no
vote shall be cast or corporate or other organizational right exercised or other action
taken which, in the Administrative Agent’s reasonable judgment, would impair the Collateral
or which would be inconsistent with or result in any violation of any provision of the
Credit Agreement, this Agreement or any other Loan Document.




(b) If an Event of Default shall occur and be continuing and the Administrative Agent
shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors,
(i) the Administrative Agent shall have the right to receive any and all cash dividends,
payments or other Proceeds paid in respect of the Investment Property, Pledged Notes, or
Pledged Stock and, to the extent permitted under applicable Law, make application thereof to
the Obligations in such order as the Administrative Agent may determine, and (ii) any or all
of the Investment Property, Pledged Notes, and Pledged Stock, other than the FH Shares,
shall be registered in the name of the Administrative Agent or its nominee, and the
Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate and
other rights pertaining to such Investment Property or Pledged Stock at any meeting of
shareholders of the relevant Issuer or Issuers or otherwise and (B) any and all rights of
conversion, exchange and subscription and any other rights, privileges or options pertaining
to such Investment Property, Pledged Notes, or Pledged Stock as if it were the absolute
owner thereof (including, without limitation, the right to exchange at its discretion any
and all of the Investment Property, Pledged Notes, and Pledged Stock upon the merger,
consolidation, reorganization, recapitalization or other fundamental change in the corporate
or other organizational structure of any Issuer, or upon the exercise by any Grantor or the
Administrative Agent of any right, privilege or option pertaining to such Investment
Property, Pledged Notes, or Pledged Stock, and in connection therewith, the right to deposit
and deliver any and all of the Investment Property, Pledged Notes, or Pledged Stock with any
committee, depositary, transfer agent, registrar or other designated agency upon such terms
and conditions as the Administrative Agent may determine), all without liability except to
account for property actually received by it, but the Administrative Agent shall have no
duty to any Grantor to exercise any such right, privilege or option and shall not be
responsible for any failure to do so or delay in so doing.




(c) Each Grantor hereby authorizes and instructs, to the extent permitted under
applicable Law, each Issuer of any Investment Property, Pledged Note, or Pledged Stock
pledged by such Grantor hereunder to (i) comply with any instruction received by it from the
Administrative Agent in writing that (A) states that an Event of Default has occurred and is
continuing and (B) is otherwise in accordance with the terms of this Agreement, without any
other or further instructions from such Grantor, and each Grantor agrees that each Issuer
shall be fully protected in so complying, and (ii) unless otherwise expressly permitted
hereby and/or the Dutch Deed of Pledge, pay any dividends or other payments with respect to
the Investment Property, Pledged Notes, and Pledged Stock directly to the Administrative
Agent.



6.4. Proceeds to be Turned Over To Administrative Agent. In addition to the rights of
the Administrative Agent and the Lenders specified in Section 6.1 with respect to payments of
Receivables, if an Event of Default shall occur and be continuing, all Proceeds received by any
Grantor consisting of cash, checks and other near-cash items shall be held by such Grantor in trust
for the Administrative Agent and the Lenders, segregated from other funds of such Grantor, and
shall, forthwith upon receipt by such Grantor, be turned over to the Administrative Agent in the
exact form received by such Grantor (duly indorsed by such Grantor to the Administrative Agent, if
required). All Proceeds received by the Administrative Agent hereunder shall be held by the
Administrative Agent in a Collateral Account maintained under its sole dominion and control. All
Proceeds while held by the Administrative Agent in a Collateral Account (or by such Grantor in
trust for the Administrative Agent and the Lenders) shall continue to be held as collateral
security for all the Obligations and, in the case of Furmanite Offshore, for the Parallel Debt
Obligations, and shall not constitute payment thereof until applied as provided in Section 6.5.



6.5. Application of Proceeds. At such intervals as may be agreed upon by the
Borrowers and the Administrative Agent, or, if an Event of Default shall have occurred and be
continuing, at any time at the Administrative Agent’s election, the Administrative Agent may, to
the extent permitted under applicable Law, apply all or any part of Proceeds constituting
Collateral, whether or not held in any Collateral Account, and any proceeds of the guarantee set
forth in Section 2, in payment of the Obligations in the order set forth in Section 8.03 of the
Credit Agreement.



6.6. Code and Other Remedies. If an Event of Default shall occur and be continuing,
the Administrative Agent, on behalf of the Lenders, may, to the extent permitted under applicable
Law, exercise, in addition to all other rights and remedies granted to it in this Agreement and in
any other instrument or agreement securing, evidencing or relating to the Obligations and, in the
case of Furmanite Offshore, to the Parallel Debt Obligations, all rights and remedies of a secured
party under the Texas UCC or any other applicable law. Without limiting the generality of the
foregoing, the Administrative Agent, without demand of performance or other demand, presentment,
protest, advertisement or notice of any kind (except any notice required by law referred to below)
to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements
and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate
and realize upon the Collateral other than the FH Shares (remedies in respect of which shall be
governed by the Dutch Deed of Pledge and the applicable laws of the Netherlands), or any part
thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise
dispose of and deliver such Collateral or any part thereof (or contract to do any of the
foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s
board or office of the Administrative Agent or any Lender or elsewhere upon such terms and
conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit
or for future delivery without assumption of any credit risk. The Administrative Agent or any
Lender shall, to the extent permitted under applicable Law, have the right upon any such public
sale or sales, and upon any such private sale or sales, to purchase the whole or any part of the
Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity
is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s request,
to assemble the Collateral and make it available to the Administrative Agent at places which the
Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere, the
foregoing to the extent permitted under applicable Law. The Administrative Agent shall, to the
extent permitted under applicable Law, apply the net proceeds of any action taken by it pursuant to
this Section 6.6, after deducting all reasonable costs and expenses of every kind incurred in
connection therewith or incidental to the care or safekeeping of any of the Collateral or in any
way relating to the Collateral or the rights of the Administrative Agent and the Lenders hereunder,
including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in
whole or in part of the Obligations, in such order as the Administrative Agent may elect, and only
after such application and after the payment by the Administrative Agent of any other amount
required by any provision of law, including, without limitation, Section 9-615(a)(3) of the Texas
UCC, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent
permitted under applicable law, each Grantor waives all claims, damages and demands it may acquire
against the Administrative Agent or any Lender arising out of the exercise by them of any rights
hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required
by law, such notice shall be deemed reasonable and proper if given at least 10 days before such
sale or other disposition.



6.7. Registration Rights.




(a) Each Grantor recognizes that the Administrative Agent may be unable to effect a
public sale of any or all the Pledged Stock, by reason of certain prohibitions contained in
the Securities Act and applicable state securities laws or otherwise, and may, to the extent
permitted under applicable Law, be compelled to resort to one or more private sales thereof
to a restricted group of purchasers which will be obliged to agree, among other things, to
acquire such securities for their own account for investment and not with a view to the
distribution or resale thereof. Each Grantor acknowledges and agrees that any such private
sale may result in prices and other terms less favorable than if such sale were a public
sale and, notwithstanding such circumstances, agrees that any such private sale shall be
deemed to have been made in a commercially reasonable manner. The Administrative Agent
shall be under no obligation to delay a sale of any of the Pledged Stock for the period of
time necessary to permit the Issuer thereof to register such securities for public sale
under the Securities Act, or under applicable state securities laws, even if such Issuer
would agree to do so.




(b) Each Grantor agrees to use its diligent commercial efforts to do or cause to be
done all such other acts as may be necessary to make such sale or sales of all or any
portion of the Pledged Stock pursuant to this Section 6.7 valid and binding and in
compliance with any and all other applicable Law. Each Grantor further agrees that a breach
of any of the covenants contained in this Section 6.7 will cause irreparable injury to the
Administrative Agent and the Lenders, that the Administrative Agent and the Lenders have no
adequate remedy at law in respect of such breach and, as a consequence, that each and every
covenant contained in this Section 6.7 shall be specifically enforceable against such
Grantor, and such Grantor hereby waives and agrees not to assert any defenses against an
action for specific performance of such covenants except for a defense that no Event of
Default has occurred under the Credit Agreement.



6.8. Deficiency. Each Grantor shall remain liable for any deficiency if the proceeds
of any sale or other disposition of the Collateral are insufficient to pay its Obligations and the
fees and disbursements of any attorneys employed by the Administrative Agent or any Lender to
collect such deficiency.



7. THE ADMINISTRATIVE AGENT



7.1. Administrative Agent’s Appointment as Attorney-in-Fact, etc.




(a) Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent
and any officer or agent thereof, with full power of substitution, as its true and lawful
attorney-in-fact with full irrevocable power and authority in the place and stead of such
Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out
the terms of this Agreement, to take any and all appropriate action and to execute any and
all documents and instruments which may be necessary or desirable to accomplish the purposes
of this Agreement, and, without limiting the generality of the foregoing, each Grantor
hereby gives the Administrative Agent the power and right, on behalf of such Grantor,
without notice to or assent by such Grantor, to do any or all of the following:




(i) in the name of such Grantor or its own name, or otherwise, take possession
of and indorse and collect any checks, drafts, notes, acceptances or other
instruments for the payment of moneys due under any Receivable or Contract subject
to this Agreement or with respect to any other Collateral and file any claim or take
any other action or proceeding in any court of law or equity or otherwise deemed
appropriate by the Administrative Agent for the purpose of collecting any and all
such moneys due under any such Receivable or Contract or with respect to any other
Collateral whenever payable;




(ii) in the case of any Intellectual Property subject to this Agreement,
execute and deliver, and have recorded, any and all agreements, instruments,
documents and papers as the Administrative Agent may request to evidence the
Administrative Agent’s and the Lenders’ security interest in such Intellectual
Property and the goodwill and general intangibles of such Grantor relating thereto
or represented thereby; provided that there shall be a separate filing with the
United States Patent and Trademark Office as to each application for a Patent, as
opposed to a filing that describes more than one application for a Patent;




(iii) pay or discharge taxes and Liens levied or placed on or threatened
against the Collateral, effect any repairs or any insurance called for by the terms
of this Agreement and pay all or any part of the premiums therefor and the costs
thereof;




(iv) execute, in connection with any sale provided for in Section 6.6 or 6.7,
any endorsements, assignments or other instruments of conveyance or transfer with
respect to the Collateral; and




(v) (A) direct any party liable for any payment under any of the Collateral to
make payment of any and all moneys due or to become due thereunder directly to the
Administrative Agent or as the Administrative Agent shall direct; (B) ask or demand
for, collect, and receive payment of and receipt for, any and all moneys, claims and
other amounts due or to become due at any time in respect of or arising out of any
Collateral; (C) sign and indorse any invoices, freight or express bills, bills of
lading, storage or warehouse receipts, drafts against debtors, assignments,
verifications, notices and other documents in connection with any of the Collateral;
(D) commence and prosecute any suits, actions or proceedings at law or in equity in
any court of competent jurisdiction to collect the Collateral or any portion thereof
and to enforce any other right in respect of any Collateral; (E) defend any suit,
action or proceeding brought against such Grantor with respect to any Collateral;
(F) settle, compromise or adjust any such suit, action or proceeding and, in
connection therewith, give such discharges or releases as the Administrative Agent
may deem appropriate; (G) assign any Patent or Trademark subject to this Agreement
(along with the goodwill of the business to which any such Patent or Trademark
pertains), throughout the world for such term or terms, on such conditions, and in
such manner, as the Administrative Agent shall in its sole discretion determine; and
(H) generally, sell, transfer, pledge and make any agreement with respect to or
otherwise deal with any of the Collateral as fully and completely as though the
Administrative Agent were the absolute owner thereof for all purposes, and do, at
the Administrative Agent’s option and such Grantor’s expense, at any time, or from
time to time, all acts and things which the Administrative Agent deems necessary to
protect, preserve or realize upon the Collateral and the Administrative Agent’s and
the Lenders’ security interests therein and to effect the intent of this Agreement,
all as fully and effectively as such Grantor might do.




Anything in this Section 7.1(a) to the contrary notwithstanding, the Administrative
Agent agrees that it will not exercise any rights under the power of attorney provided for
in this Section 7.1(a) unless an Event of Default shall have occurred and be continuing.




(b) If any Grantor fails to perform or comply with any of its agreements contained
herein, the Administrative Agent, at its option, but without any obligation so to do, may
perform or comply, or otherwise cause performance or compliance, with such agreement.




(c) The expenses of the Administrative Agent incurred in connection with actions
undertaken as provided in this Section 7.1, together with interest thereon at a rate per
annum equal to the highest rate per annum at which interest would then be payable on any
category of past due ABR Loans under the Credit Agreement, from the date of payment by the
Administrative Agent to the date reimbursed by the relevant Grantor, shall be payable by
such Grantor to the Administrative Agent on demand.




(d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to
be done by virtue hereof. All powers, authorizations and agencies contained in this
Agreement are coupled with an interest and are irrevocable until this Agreement is
terminated and the security interests created hereby are released.



7.2. Duty of Administrative Agent. The Administrative Agent’s sole duty with respect
to the custody, safekeeping and physical preservation of the Collateral in its possession, under
Section 9-207 of the Texas UCC or otherwise, shall be to deal with it in the same manner as the
Administrative Agent deals with similar property for its own account. Neither the Administrative
Agent, any Lender nor any of their respective officers, directors, employees or agents shall be
liable for failure to demand, collect or realize upon any of the Collateral or for any delay in
doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the
request of any Grantor or any other Person or to take any other action whatsoever with regard to
the Collateral or any part thereof. The powers conferred on the Administrative Agent and the
Lenders hereunder are solely to protect the Administrative Agent’s and the Lenders’ interests in
the Collateral and shall not impose any duty upon the Administrative Agent or any Lender to
exercise any such powers. The Administrative Agent and the Lenders shall be accountable only for
amounts that they actually receive as a result of the exercise of such powers, and neither they nor
any of their officers, directors, employees or agents shall be responsible to any Grantor for any
act or failure to act hereunder, except for their own gross negligence or willful misconduct.



7.3. Execution of Financing Statements. Pursuant to any applicable law, each Grantor
authorizes the Administrative Agent to file or record financing statements and other filing or
recording documents or instruments with respect to the Collateral without the signature of such
Grantor in such form and in such offices as the Administrative Agent determines appropriate to
perfect the security interests of the Administrative Agent under this Agreement. Each Grantor
authorizes the Administrative Agent to use the collateral description “all assets” in any such
financing statements. Each Grantor hereby ratifies and authorizes the filing by the Administrative
Agent of any financing statement with respect to the Collateral made prior to the date hereof.
Notwithstanding the foregoing, that there shall be a separate filing with the United States Patent
and Trademark Office as to each application for a Patent, as opposed to a filing that describes
more than one application for a Patent.



7.4. Authority of Administrative Agent. Each Grantor acknowledges that the rights and
responsibilities of the Administrative Agent under this Agreement with respect to any action taken
by the Administrative Agent or the exercise or non-exercise by the Administrative Agent of any
option, voting right, request, judgment or other right or remedy provided for herein or resulting
or arising out of this Agreement shall, as between the Administrative Agent and the Lenders, be
governed by the Credit Agreement and by such other agreements with respect thereto as may exist
from time to time among them, but, as between the Administrative Agent and the Grantors, the
Administrative Agent shall be conclusively presumed to be acting as agent for the Lenders with full
and valid authority so to act or refrain from acting, and no Grantor shall be under any obligation,
or entitlement, to make any inquiry respecting such authority.



8. MISCELLANEOUS



8.1. Amendments in Writing. None of the terms or provisions of this Agreement may be
waived, amended, supplemented or otherwise modified except in accordance with Section 10.01 of the
Credit Agreement.



8.2. Notices. All notices, requests and demands to or upon the Administrative Agent
or any Grantor hereunder shall be effected in the manner provided for in Section 10.02 of the
Credit Agreement; provided that any such notice, request or demand to or upon any Guarantor shall
be addressed to such Guarantor at its notice address set forth on Schedule 1.



8.3. No Waiver by Course of Conduct; Cumulative Remedies. Neither the Administrative
Agent nor any Lender shall by any act (except by a written instrument pursuant to Section 8.1),
delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or
to have acquiesced in any Default or Event of Default. No failure to exercise, nor any delay in
exercising, on the part of the Administrative Agent or any Lender, any right, power or privilege
hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or
privilege hereunder shall preclude any other or further exercise thereof or the exercise of any
other right, power or privilege. A waiver by the Administrative Agent or any Lender of any right
or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy
which the Administrative Agent or such Lender would otherwise have on any future occasion. The
rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are
not exclusive of any other rights or remedies provided by law.



8.4. Enforcement Expenses; Indemnification.




(a) Each Guarantor agrees to pay or reimburse each Lender and the Administrative Agent
for all its costs and expenses incurred in collecting against such Guarantor under the
guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this
Agreement and the other Loan Documents to which such Guarantor is a party, including,
without limitation, the reasonable fees and disbursements of counsel (including the
allocated fees and expenses of in-house counsel) to each Lender and of counsel to the
Administrative Agent.




(b) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders
harmless from, any and all liabilities with respect to, or resulting from any delay in
paying, any and all stamp, excise, sales or other taxes which may be payable or determined
to be payable with respect to any of the Collateral or in connection with any of the
transactions contemplated by this Agreement.




(c) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders
harmless from, any and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with
respect to the execution, delivery, enforcement, performance and administration of this
Agreement to the extent the Borrowers would be required to do so pursuant to Section 10.04
of the Credit Agreement.




(d) The agreements in this Section 8.4 shall survive repayment of the Obligations and
all other amounts payable under the Credit Agreement and the other Loan Documents.



8.5. Successors and Assigns. This Agreement shall be binding upon the successors and
assigns of each Grantor and shall inure to the benefit of the Administrative Agent and the Lenders
and their successors and assigns; provided that no Grantor may assign, transfer or delegate any of
its rights or obligations under this Agreement without the prior written consent of the
Administrative Agent.



8.6. Set-Off. Each Grantor hereby irrevocably authorizes the Administrative Agent and
each Lender at any time and from time to time while an Event of Default shall have occurred and be
continuing, without notice to such Grantor or any other Grantor, any such notice being expressly
waived by each Grantor, to set-off and appropriate and apply any and all deposits (general or
special, time or demand, provisional or final), in any currency, and any other credits,
indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or
contingent, matured or unmatured, at any time held or owing by the Administrative Agent or such
Lender to or for the credit or the account of such Grantor, or any part thereof in such amounts as
the Administrative Agent or such Lender may elect, against and on account of the obligations and
liabilities of such Grantor to the Administrative Agent or such Lender hereunder and claims of
every nature and description of the Administrative Agent or such Lender against such Grantor, in
any currency, whether arising hereunder, under the Credit Agreement, any other Loan Document or
otherwise, as the Administrative Agent or such Lender may elect, whether or not the Administrative
Agent or any Lender has made any demand for payment and although such obligations, liabilities and
claims may be contingent or unmatured. The Administrative Agent and each Lender shall notify such
Grantor promptly of any such set-off and the application made by the Administrative Agent or such
Lender of the proceeds thereof, provided that the failure to give such notice shall not affect the
validity of such set-off and application. The rights of the Administrative Agent and each Lender
under this Section 8.6 are in addition to other rights and remedies (including, without limitation,
other rights of set-off) which the Administrative Agent or such Lender may have.



8.7. Conflict with Dutch Deed of Pledge. In the event of any inconsistency between
the provisions of this Agreement, the Credit Agreement and/or any other Loan Document on the one
hand and the Dutch Deed of Pledge on the other hand, the Dutch Deed of Pledge will prevail to the
extent that such provisions deal with the FH Shares.



8.8. Counterparts. This Agreement may be executed by one or more of the parties to
this Agreement on any number of separate counterparts (including by telecopy), and all of said
counterparts taken together shall be deemed to constitute one and the same instrument.



8.9. Severability. Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.



8.10. Section Headings. The Section headings used in this Agreement are for
convenience of reference only and are not to affect the construction hereof or be taken into
consideration in the interpretation hereof.



8.11. Integration. This Agreement and the other Loan Documents represent the
agreement of the Grantors, the Administrative Agent and the Lenders with respect to the subject
matter hereof and thereof, and there are no promises, undertakings, representations or warranties
by the Administrative Agent or any Lender relative to subject matter hereof and thereof not
expressly set forth or referred to herein or in the other Loan Documents.



8.12. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF TEXAS.



8.13. Submission To Jurisdiction; Waivers. Each Grantor hereby irrevocably and
unconditionally:




(a) submits for itself and its property in any legal action or proceeding relating to
this Agreement and the other Loan Documents to which it is a party, or for recognition and
enforcement of any judgment in respect thereof, to the non exclusive general jurisdiction of
the courts of the State of Texas, the courts of the United States of America for the
Northern District of Texas, and appellate courts from any thereof;




(b) consents that any such action or proceeding may be brought in such courts and
waives any objection that it may now or hereafter have to the venue of any such action or
proceeding in any such court or that such action or proceeding was brought in an
inconvenient court and agrees not to plead or claim the same;




(c) agrees that service of process in any such action or proceeding may be effected by
mailing a copy thereof by registered or certified mail (or any substantially similar form of
mail), postage prepaid, to such Grantor at its address referred to in Section 8.2 or at such
other address of which the Administrative Agent shall have been notified pursuant thereto;




(d) agrees that nothing herein shall affect the right to effect service of process in
any other manner permitted by law or shall limit the right to sue in any other jurisdiction;
and




(e) waives, to the maximum extent not prohibited by law, any right it may have to claim
or recover in any legal action or proceeding referred to in this Section any special,
exemplary, punitive or consequential damages.



8.14. Acknowledgements. Each Grantor hereby acknowledges that:




(a) it has been advised by counsel in the negotiation, execution and delivery of this
Agreement and the other Loan Documents to which it is a party;




(b) neither the Administrative Agent nor any Lender has any fiduciary relationship with
or duty to any Grantor arising out of or in connection with this Agreement or any of the
other Loan Documents, and the relationship between the Grantors, on the one hand, and the
Administrative Agent and Lenders, on the other hand, in connection herewith or therewith is
solely that of debtor and creditor; and




(c) no joint venture is created hereby or by the other Loan Documents or otherwise
exists by virtue of the transactions contemplated hereby among the Lenders or among the
Grantors and the Lenders.



8.15. Additional Grantors. Each Subsidiary of the Company that is required to become
a party to this Agreement pursuant to Section 6.12 of the Credit Agreement shall become a Grantor
for all purposes of this Agreement upon execution and delivery by such Subsidiary of an Assumption
Agreement in the form of Annex 1 hereto.



8.16. Releases.




(a) At such time as the Loans, the Reimbursement Obligations and the other Obligations
(other than Obligations in respect of Lender Swap Contracts or Cash Management Agreements)
shall have been paid in full, the Commitments have been terminated and no Letters of Credit
shall be outstanding, the Collateral shall be released from the Liens created hereby, and
this Agreement and all obligations (other than those expressly stated to survive such
termination) of the Administrative Agent and each Grantor hereunder shall terminate, all
without delivery of any instrument or performance of any act by any party, and all rights to
the Collateral shall revert to the Grantors. At the request and sole expense of any Grantor
following any such termination, the Administrative Agent shall deliver to such Grantor any
Collateral held by the Administrative Agent hereunder, and execute and deliver to such
Grantor such documents as such Grantor shall reasonably request to evidence such
termination.




(b) If any of the Collateral shall be sold, transferred or otherwise disposed of by any
Grantor in a transaction permitted by the Credit Agreement, then the Administrative Agent,
at the request and sole expense of such Grantor, shall execute and deliver to such Grantor
all releases or other documents reasonably necessary or desirable for the release of the
Liens created hereby on such Collateral. At the request and sole expense of the Company, a
Guarantor shall be released from its obligations hereunder in the event that all the Equity
Interests of such Guarantor shall be sold, transferred or otherwise disposed of in a
transaction permitted by the Credit Agreement; provided that the Company shall have
delivered to the Administrative Agent, at least three Business Days prior to the date of the
proposed release, a written request for release identifying the relevant Guarantor and the
terms of the sale or other disposition in reasonable detail, including the price thereof and
any expenses in connection therewith, together with a certification by the Company stating
that such transaction is in compliance with the Credit Agreement and the other Loan
Documents.



8.17. WAIVER OF JURY TRIAL. EACH GRANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.



8.18. Judgment Currency. If, for the purposes of obtaining judgment in any court, it
is necessary to convert a sum due hereunder in one currency into another currency, the rate of
exchange used shall be that at which in accordance with normal banking procedures the
Administrative Agent could purchase the first currency with such other currency on the Business Day
preceding that on which final judgment is given. The obligation of each Grantor in respect of any
such sum due from it to the Administrative Agent or any Lender hereunder shall, notwithstanding any
judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated
in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be
discharged only to the extent that on the Business Day following receipt by the Administrative
Agent or such Lender, as the case may be, of any sum adjudged to be so due in the Judgment
Currency, the Administrative Agent or such Lender, as the case may be, may in accordance with
normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the
amount of the Agreement Currency so purchased is less than the sum originally due to the
Administrative Agent or any Lender from any Grantor in the Agreement Currency, such Grantor agrees,
as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative
Agent or such Lender, as the case may be, against such loss. If the amount of the Agreement
Currency so purchased is greater than the sum originally due to the Administrative Agent or any
Lender in such currency, the Administrative Agent or such Lender, as the case may be, agrees to
return the amount of any excess to such Grantor (or to any other Person who may be entitled thereto
under applicable law)



8.19. Entire Agreement. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE
FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS AMONG THE PARTIES.



IN WITNESS WHEREOF, each of the undersigned has caused this Guaranty and Collateral
Agreement to be duly executed and delivered as of the date first above written.



	 	 	 
	FURMANITE WORLDWIDE, INC.
	By:

	 	/s/ Miguel A. Desdin—
	
 
	 	 







	 	 	Name: Miguel A. Desdin

Title: Senior Vice President





FURMANITE INTERNATIONAL FINANCE LIMITED



	 	 	 	 	 	 	 
	Acting by:	 	 	 	In the presence of:
	/s/ Miguel A. Desdin—
	 	/s/ Holly J. McCool
	 
	 	 
	Name:Miguel A. Desdin
	 	Name:	 	Holly J. McCool
	Title: Director

	 	 	 	Title:
	 	Assistant Treasurer
	FURMANITE LIMITED

	 	

	 	

	 	

	Acting by:	 	 	 	In the presence of:
	/s/ Miguel A. Desdin—
	 	/s/ Holly J. McCool
	 
	 	 
	Name:Miguel A. Desdin
	 	Name:	 	Holly J. McCool
	Title: Director

	 	 	 	Title:
	 	Assistant Treasurer
	FURMANITE OFFSHORE SERVICES, INC.
	 	 	 	 
	By:

	 	/s/ Miguel A. Desdin—
	 	

	 	

	
 
	 	 
	 	

	 	








	 	 	Name: Miguel A. Desdin

Title: Senior Vice President





	 	 	 
	FURMANITE AMERICA, INC.
	By:

	 	/s/ Miguel A. Desdin—
	
 
	 	 







	 	 	Name: Miguel A. Desdin

Title: Senior Vice President





	 	 	 	 	 
	FURMANITE US GSG LLC	 	 
	By:	 	Furmanite America, Inc., its sole member

	 	 	By:

	 	/s/ Miguel A. Desdin—
	 	 	
 
	 	 







	 	 	Name: Miguel A. Desdin

Title: Senior Vice President






	 	 	FURMANITE HOLDING B.V.





	 	 	 
	/s/ Miguel A. Desdin—

	 

	Name:

	 	Miguel A. Desdin






Title: Director



	 	 	 	 	 
	FURMANITE 1986	 	 	 	 
	Acting by:	 	In the presence of:
	/s/ Miguel A. Desdin—	 	/s/ Holly J. McCool
	 	 	 
	Name:Miguel A. Desdin

Title: Director

	 	Name:

Title:
	 	Holly J. McCool

Assistant Treasurer
	FURMANITE GSG LIMITED

	 	

	 	

	Acting by:	 	In the presence of:
	/s/ Miguel A. Desdin—	 	/s/ Holly J. McCool
	 	 	 
	Name:Miguel A. Desdin

Title: Director

	 	Name:

Title:
	 	Holly J. McCool

Assistant Treasurer
	FURMANITE INTERNATIONAL LIMITED

	 	

	 	

	Acting by:	 	In the presence of:
	/s/ Miguel A. Desdin—	 	/s/ Holly J. McCool
	 	 	 
	Name:Miguel A. Desdin

Title: Director

	 	Name:

Title:
	 	Holly J. McCool

Assistant Treasurer






FURMANITE AUSTRALIA PTY LTD in accordance with section 127(1) of the Corporations Act 2001 (cwlth)
by authority of its director:



	 	 	 	 	 
	By:	 	/s/ Miguel A. Desdin—

	 	 	 

	 	 	Name:

	 	Miguel A. Desdin







	 	 	Title: Director





	 	 	 
	FURMANITE MALAYSIA LLC
	By:

	 	Furmanite Holding B.V., its sole member






	 	 	 
	/s/ Miguel A. Desdin—

	 

	Name:

	 	Miguel A. Desdin






Title: Director




	 	 	ACCEPTED AND AGREED:





BANK OF AMERICA, N.A.,


as Administrative Agent




	 	 	By: /s/ Anthony W. Kell






	 	 	Name: Anthony W. Kell

Title: Assistant Vice President





Schedule 1




NOTICE ADDRESSES OF GRANTORS




	 	 	 
	Grantor	 	Notice Address
	1. Furmanite Worldwide, Inc.
	 	2435 N. Central Expressway, Suite 700

Richardson, Texas 75080

	2. Furmanite International Finance

Limited
	 	Furman House

Shap Road

Kendal

Cumbria

LA9 6RU

	3. Furmanite Limited
	 	Furman House

Shap Road

Kendal

Cumbria

LA9 6RU

	4. Furmanite Offshore Services, Inc.
	 	2435 N. Central Expressway, Suite 700

Richardson, Texas 75080

	5. Furmanite America, Inc.
	 	2435 N. Central Expressway, Suite 700

Richardson, Texas 75080

	6. Furmanite US GSG LLC
	 	2435 N. Central Expressway, Suite 700

Richardson, Texas 75080

	7. Furmanite Holding B.V.
	 	P.O. Box 107 – 3220 AC Hellevoetsluis

Van Leeuwenhoekweg 6 – 3225 LX

Hellevoetsluis

The Netherlands

	8. Furmanite 1986
	 	Furman House

Shap Road

Kendal

Cumbria

LA9 6RU

	9. Furmanite GSG Limited
	 	Furman House

Shap Road

Kendal

Cumbria

LA9 6RU







1




	 	 	 
	10. Furmanite International

Limited
	 	Furman House

Shap Road

Kendal

Cumbria

LA9 6RU

	11. Furmanite Australia Pty Ltd
	 	4 Gateway Court

Port Melbourne, Victoria 3207

Australia

	12. Furmanite Malaysia LLC
	 	2435 N. Central Expressway, Suite 700

Richardson, Texas 75080







Schedule 2




DESCRIPTION OF INVESTMENT PROPERTY




Pledged Stock:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Stock Certificate	 	 
	 	 	 	 	Issuer	 	Class of Stock	 	Holder	 	No.	 	No. of Shares
	 	1.	 	 	Furmanite Offshore

Services, Inc.

	 	Common Stock



	 	Furmanite Worldwide, Inc.



	 	2



	 	1,000




	 	 	 	 	 

	 	 
	 	 
	 	 	 	 	 	 	 	 
	 	2.	 	 	Furmanite America, Inc.

	 	Common Stock
	 	Furmanite Worldwide, Inc.
	 	 	28	 	 	 	33,861	 
	 	 	 	 	 

	 	 
	 	 
	 	 	 	 	 	 	 	 
	 	3.	 	 	Furmanite Holding B.V.

	 	Common Stock
	 	Furmanite Offshore

Services, Inc.
	 	N/A



	 	142




	 	 	 	 	 

	 	 
	 	 
	 	 	 	 	 	 	 	 
	 	4.	 	 	Furmanite

International Finance

Limited

	 	Common Stock





	 	Furmanite Worldwide, Inc.





	 	1





	 	1,000






	 	 	 	 	 

	 	 
	 	 
	 	 	 	 	 	 	 	 
	 	5.	 	 	Furmanite Australia

Pty Ltd

	 	Common Stock



	 	Furmanite Holding B.V.



	 	10



	 	4,689,046




	 	 	 	 	 

	 	 
	 	 
	 	 	 	 	 	 	 	 
	 	6.	 	 	Furmanite Limited

	 	Common Stock
	 	Furmanite Holding B.V.
	 	 	16	 	 	 	10,424,447	 
	 	 	 	 	 

	 	 
	 	 
	 	 	 	 	 	 	 	 
	 	7.	 	 	Furmanite GSG Limited

	 	Common Stock
	 	Furmanite 1986
	 	 	741	 	 	 	2,994,546	 
	 	 	 	 	 

	 	 
	 	 
	 	 	 	 	 	 	 	 
	 	8.	 	 	Furmanite 1986

	 	Common Stock
	 	Furmanite Limited
	 	 	741	 	 	 	2,999,546	 
	 	 	 	 	 

	 	 
	 	 
	 	 	 	 	 	 	 	 
	 	9.	 	 	Furmanite

International Limited

	 	Common Stock



	 	Furmanite 1986



	 	1



	 	732,670




	 	 	 	 	 

	 	 
	 	 
	 	 	 	 	 	 	 	 






LLC Interests:



	 	 	 	 	 	 	 	 	 
	 	 	Issuer	 	Holder	 	Ownership Percentage
	1.

	 	Furmanite US GSG LLC
	 	Furmanite America, Inc.
	 	 	100	%
	 

	 	 
	 	 
	 	 	 	 
	2.

	 	Furmanite Malaysia LLC
	 	Furmanite Holding B.V.
	 	 	100	%
	 

	 	 
	 	 
	 	 	 	 






Pledged Notes:



That certain Subordinated Unsecured Revolving Intercompany Note, dated as of July 31, 2009,
executed by the Company and certain of its Subsidiaries as Borrowers and Lenders.



Schedule 3




FILINGS AND OTHER ACTIONS

REQUIRED TO PERFECT SECURITY INTERESTS

Uniform Commercial Code Filings




	 	 	 
	Debtor	 	Filing Office
	Furmanite Worldwide, Inc.

	 	Delaware
	Furmanite International Finance Limited

	 	District of Columbia
	Furmanite Limited

	 	District of Columbia
	Furmanite Offshore Services, Inc.

	 	Delaware
	Furmanite America, Inc.

	 	Virginia
	Furmanite US GSG LLC

	 	Delaware
	Furmanite Holding B.V.

	 	District of Columbia
	Furmanite 1986

	 	District of Columbia
	Furmanite GSG Limited

	 	District of Columbia
	Furmanite Australia Pty Ltd

	 	District of Columbia
	Furmanite Malaysia LLC

	 	Delaware
	Furmanite International Limited

	 	District of Columbia






Patent and Trademark Filings




	 	 	 
	Debtor	 	Filing Office
	Furmanite Worldwide, Inc.

	 	United States Patent and Trademark Office






Actions with respect to Pledged Stock and Notes




Delivery of stock certificates and to the extent requested by Administrative Agent, notation of
such Liens on the books and records of the Issuer.



Other Actions




Actions required to perfect such Liens under the applicable laws of Australia, the United Kingdom
or the Netherlands.



Schedule 4




LOCATION OF JURISDICTION OF ORGANIZATION

AND CHIEF EXECUTIVE OFFICE




	 	 	 	 	 	 	 
	 	 	Jurisdiction of	 	Chief Executive	 	 
	Debtor	 	Organization	 	Office	 	Entity ID
	1. Furmanite Worldwide,

Inc.
	 	Delaware
	 	2435 N. Central

Expy, Suite 700

Richardson, TX 75080

	 	2258126





	2. Furmanite

International Finance

Limited
	 	UK
	 	Furman House

Shap Road

Kendal

Cumbria

LA9 6RU

	 	05764823









	3. Furmanite Limited
	 	UK
	 	Furman House

Shap Road

Kendal

Cumbria

LA9 6RU

	 	02530049









	4. Furmanite Offshore

Services, Inc.
	 	Delaware
	 	2435 N. Central

Expy, Suite 700

Richardson, TX 75080

	 	2763052





	5. Furmanite America,

Inc.
	 	Virginia
	 	2435 N. Central

Expy, Suite 700

Richardson, TX 75080

	 	0140598





	6. Furmanite US GSG LLC
	 	Delaware
	 	2435 N. Central

Expy, Suite 700

Richardson, TX 75080

	 	4061543





	7. Furmanite Holding B.V.
	 	Netherlands
	 	P.O. Box 107 – 3220

AC Hellevoetsluis /Van

Leeuwenhoekweg

6 – 3225 LX

Hellevoetsluis /The

Netherlands

	 	24177854











	8. Furmanite 1986
	 	UK
	 	Furman House

Shap Road

Kendal

Cumbria

LA9 6RU

	 	02004499









	9. Furmanite GSG Limited
	 	UK
	 	Furman House

Shap Road

Kendal

Cumbria

LA9 6RU

	 	05655073









	10. Furmanite

International Limited
	 	UK
	 	Furman House

Shap Road

Kendal

Cumbria

LA9 6RU

	 	00238721









	12. Furmanite Australia

Pty Ltd
	 	Australia
	 	4 Gateway Court

Port Melbourne,

Victoria 3207

Australia

	 	ABN 58 078 420 112







	13. Furmanite Malaysia

LLC
	 	Delaware
	 	2435 N. Central

Expy, Suite 700

Richardson, TX 75080

	 	3317477











Schedule 5




LOCATIONS OF INVENTORY AND EQUIPMENT

Australia




	 	 	 
	Entity	 	Address
	Furmanite Australia Pty Ltd
	 	4 Gateway Court

Port Melbourne, VIC 3207

	 
	 	 

	 	 	19 Gibbs Street

Wynnum, QLD 4178

	 	 	 

	 	 	9 Cotton Street

Gladstone, QLD 4680

	 	 	 

	 	 	2/309 Mermaid Road

Burrup Penninsula, WA 6713

	 	 	 

	 	 	115 Alexanders Road

Morwell, VIC 3840

	 	 	 

	 	 	5/1-5 Industrial Road

Unanderra, NSW 2526

	 	 	 

	 	 	8/114 Gilba Road

Girraween, NSW 2145

	 	 	 

	 	 	29 Rollings Crescent

Kwinana, WA 6167

	 	 	 

	 	 	507 Cross Keys Rd

Cavan, SA 5094

	 	 	 







United Kingdom




	 	 	 
	Entity	 	Address
	Furmanite International Limited

Furmanite Limited

Furmanite 1986

Furmanite GSG Limited

Furmanite International Limited
	 	Furman House

Shap Road

Kendal, Cumbria

LA9 6RU




	 
	 	 

	 	 	Bay 3

Kendal, Cumbria

LA9 6RU

	 	 	 

	 	 	Parkhill Road

Kingstown Industrial Estate

Carlisle, Cumbria

CA3 0EX

	 	 	 

	 	 	Thompson House, Thompson St, Thompson Close

Whittington Moor

Chesterfield, Derbyshire

S41 9AZ

	 	 	 

	 	 	D16 Wellheads Industrial Centre

Wellheads Crescent

Dyce, Aberdeen

AB21 7GA

	 	 	 

	 	 	P.O. Box 30

Bo’ness Road

Grangemouth

FK 3 9XQ

	 	 	 

	 	 	Worldwide Way

Kiln Lane Industrial Estate

Stallingbrough, Grimsby

North East Lincolnshire

DN41 8DY

	 	 	 

	 	 	Owens Road

Skippers Lane Industrial Estate

South Bank, Middlesbrough

Cleveland

TS6 6HE

	 	 	 

	 	 	Sunningdale House

Sunnigndale Road

South Park Industrial Estate

Scunthorpe, Lincolnshire

DN16 3RN

	 	 	 

	 	 	10 Dunlop Way

Queensway Industrial Estate

Scunthrope, Lincolnshire

DN16 3RN

	 	 	 

	 	 	7 Colville Court

Winwick Quay

Warrington, Cheshire

WA2 8 QT

	 	 	 







2




	 
	PO Box 137

The Wilton International Site

Wilton, Redcar

TS10 4YB

	 







United States




	 	 	 
	Entity	 	Address
	Furmanite America, Inc.

Furmanite Offshore Services, Inc.

Furmanite America, Inc.

Furmanite US GSG LLC

Furmanite Malaysia LLC
	 	123 Park Drive

Saraland, AL 36571








	 
	 	 

	 	 	410 South College, Unit H

El Dorado, AR 71730

	 	 	 

	 	 	3000 Bayshore Road

Benicia, CA 94510

	 	 	 

	 	 	19700 Magellan Drive

Torrance, CA 90502

	 	 	 

	 	 	850 East 73rd Avenue

Unit 9

Denver, CO 80229

	 	 	 

	 	 	408 Woodmont Road

Milford, CT 06460

	 	 	 

	 	 	4133 N. Canal Street

Jacksonville, FL 32209

	 	 	 

	 	 	407 Old Mill Road

Cartersville, GA 30120

	 	 	 

	 	 	91-220 Kalaeloa Blvd.

Unit B

Kapolei, HI 96707

	 	 	 

	 	 	10 Eisenhower Lane, North

Lombard, IL 60148

	 	 	 

	 	 	1931 Northwind Parkway

Hobart, IN 46342

	 	 	 







3




	 
	524 Oil Hill Road

El Dorado, KS 67042

	 

	2601 Grassland Drive

Louisville, KY 40299

	 

	200 Woodland Drive

LaPlace, LA 70068

	 

	215 N. Beglis Pkwy

Sulphur, LA 70663

	 

	460 Spiral Blvd

Unit #3

Hastings, MN 55033

	 

	1224 Forest Pkwy, Suite #120

Paulsboro, NJ 08066

	 

	2461 Iorio St.

Union, NJ 07083

	 

	1200 Atando Avenue , Suite A

Charlotte, NC 28206

	 

	2271 N. Moraine Dr

Dayton, OH 45439

	 

	9740 S. 219th East Ave.

Broken Arrow, OK 74014

	 

	1200 N. 43rd Street East

Muskogee, OK 74403

	 

	711 Parkway View Drive

Pittsburgh, PA 15205

	 

	705 Langham Drive, Suite K

Beaumont, TX 77707

	 

	2310 Joyce Drive

Corpus Christi, TX 78417

	 

	6330 Dixie Drive

Houston, TX 77087

	 

	101 Old Underwood Rd , Unit E

LaPorte, TX 77571

	 







4




	 
	2435 North Central Express Way

Suite 700/800

Richardson, TX 75080

	 

	3782 West 2340 South, Suite C

West Valley City, UT 84120

	 

	1447 W. 27th Street

Norfolk, VA 23508

	 

	8045 Leesburg Pike, Suite 400

Vienna, VA 22182

	 

	7820 South 196th St, Bldg. #4

Kent, WA 98032

	 

	170 Lost Pavement Rd

Parkersburg, WV 26101

	 







Schedule 6




PATENTS AND PATENT APPLICATIONS




	 	 	 	 	 	 	 
	Reg. No.	 	Country	 	Description
	 	45901/02	 	 	Australia
	 	Damping of conductor tubes

	 	 	 	 	 
	 	 

	 	1308043	 	 	Canada
	 	Leak sealing-packing seals for leak sealing

clamps suitable for on-line leak sealing

	 	 	 	 	 
	 	 

	 	2434109	 	 	Canada
	 	Damping of conductor tubes

	 	 	 	 	 
	 	 

	 	2085244	 	 	Canada
	 	Leak sealing

	 	 	 	 	 
	 	 

	 	0600344	 	 	Germany
	 	Sealing pipe and flanged joints

	 	 	 	 	 
	 	 

	 	0600345	 	 	Germany
	 	Leak sealing

	 	 	 	 	 
	 	 

	 	0493020	 	 	International
	 	Machining apparatus provided with tool-position

adjustment means

	 	 	 	 	 
	 	 

	GB1990/01824
	 	International
	 	Hydraulic joint testing

	 	 	 	 	 
	 	 

	 	193673	 	 	Netherlands
	 	Hydraulic joint testing (ESDV)

	 	 	 	 	 
	 	 

	 	194014	 	 	Netherlands
	 	Mechanical stop AWR AP 2866

	 	 	 	 	 
	 	 

	 	194512	 	 	Netherlands
	 	Valve cap assembly (ESDV)

	 	 	 	 	 
	 	 

	 	9022044	 	 	Netherlands
	 	Hydraulic joint testing

	 	 	 	 	 
	 	 

	 	9002608	 	 	Netherlands
	 	Improvements in or relating to mechanical clamps

	 	 	 	 	 
	 	 

	 	9100106	 	 	Netherlands
	 	Valve cap assembly

	 	 	 	 	 
	 	 

	 	172762	 	 	Norway
	 	Valve housing, AWR AP2866

	 	 	 	 	 
	 	 

	 	20022768	 	 	Norway
	 	Damping of conductor tubes

	 	 	 	 	 
	 	 

	 	304561	 	 	Norway
	 	Mechanical Stop AWR AP 2866

	 	 	 	 	 
	 	 

	 	304565	 	 	Norway
	 	Hydraulic joint test (ESDV)

	 	 	 	 	 
	 	 

	 	2238970	 	 	UK
	 	Machining apparatus

	 	 	 	 	 
	 	 

	 	1369125	 	 	UK
	 	Silk and design 7

	 	 	 	 	 
	 	 

	 	2238593	 	 	UK
	 	Improvements in or relating to mechanical clamps

	 	 	 	 	 
	 	 

	 	2238620	 	 	UK
	 	Joint tester

	 	 	 	 	 
	 	 

	 	2240834	 	 	UK
	 	AWR AP2866

	 	 	 	 	 
	 	 

	 	2262900	 	 	UK
	 	Shaft machining

	 	 	 	 	 
	 	 

	 	2377479	 	 	UK
	 	Damping of conductor tubes

	 	 	 	 	 
	 	 

	 	6,739,926	 	 	USA
	 	Damping of conductor tubes

	 	 	 	 	 
	 	 

	RE35116
	 	USA
	 	Method & apparatus to facilitate the injection

of sealant into a pressurized fluid member

	 	 	 	 	 
	 	 

	 	5,062,439	 	 	USA
	 	Method & apparatus to facilitate the injection

of sealant into a pressurized fluid member

	 	 	 	 	 
	 	 

	 	6,244,138	 	 	USA
	 	torque reaction device

	 	 	 	 	 
	 	 

	 	5,558,265	 	 	USA
	 	friction welding apparatus

	 	 	 	 	 
	 	 

	 	6,296,006	 	 	USA
	 	System & method for sealing leaks in vessels

	 	 	 	 	 
	 	 

	 	5,735,447	 	 	USA
	 	friction welding apparatus

	 	 	 	 	 
	 	 

	 	5,183,365	 	 	USA
	 	boring and surfacing machine

	 	 	 	 	 
	 	 

	 	5,044,844	 	 	USA
	 	Machining apparatus

	 	 	 	 	 
	 	 







5




TRADEMARKS




	 	 	 	 	 	 	 	 	 	 	 
	Registration -	 	Trademark #	 	Country	 	Description/Class
	application	 	 	 	 	 	 	 	 
	 	039050	 	 	 	052472	 	 	Algeria

	 	Furmanite 1, 8
	 	 	 	 	 	 	 	 	 

	 	 
	 	2090904	 	 	 	1692575	 	 	Argentina

	 	Furmanite 11
	 	 	 	 	 	 	 	 	 

	 	 
	 	2090903	 	 	 	1692574	 	 	Argentina

	 	Furmanite 17, 37
	 	 	 	 	 	 	 	 	 

	 	 
	 	2090902	 	 	 	1692573	 	 	Argentina

	 	Trevitest 37
	 	 	 	 	 	 	 	 	 

	 	 
	 	2090901	 	 	 	1692572	 	 	Argentina

	 	Trevitest 9
	 	 	 	 	 	 	 	 	 

	 	 
	 	 	 	 	 	1272685	 	 	Australia

	 	IPSCO
	 	 	 	 	 	 	 	 	 

	 	 
	 	962034	 	 	 	632034	 	 	Australia

	 	SMARTSHIM 37, 42
	 	 	 	 	 	 	 	 	 

	 	 
	 	 	 	 	 	086871	 	 	Austria

	 	Furmanite 1,8,17
	 	 	 	 	 	 	 	 	 

	 	 
	 	 	 	 	 	4150	 	 	Bahrain

	 	Furmanite 17
	 	 	 	 	 	 	 	 	 

	 	 
	 	4750791	 	 	 	 	 	 	Benelux

	 	IPSCO
	 	 	 	 	 	 	 	 	 

	 	 
	 	 	 	 	 	0547168	 	 	Benelux

	 	Trevitest 7, 9, 37, 42
	 	 	 	 	 	 	 	 	 

	 	 
	 	 	 	 	 	0304596	 	 	Benelux

	 	Furmanite 1, 8
	 	 	 	 	 	 	 	 	 

	 	 
	 	 	 	 	 	200898	 	 	Benelux

	 	IPSCO
	 	 	 	 	 	 	 	 	 

	 	 
	 	 	 	 	 	76/3615	 	 	Bophuthatswana

	 	Furmanite 1
	 	 	 	 	 	 	 	 	 

	 	 
	 	899192	 	 	TMA572289
	 	Canada

	 	Torque Tamer
	 	 	 	 	 	 	 	 	 

	 	 
	 	1342053	 	 	 	 	 	 	Canada

	 	Furmanite
	 	 	 	 	 	 	 	 	 

	 	 
	 	815699	 	 	 	851699	 	 	Chile

	 	Furmanite 17
	 	 	 	 	 	 	 	 	 

	 	 
	 	851700	 	 	 	851700	 	 	Chile

	 	Furmanite 35, 37
	 	 	 	 	 	 	 	 	 

	 	 
	 	6435390	 	 	ZC6435390SL
	 	China

	 	Furmanite 6
	 	 	 	 	 	 	 	 	 

	 	 
	appl #6435381
	 	 	 	 	 	China

	 	Trevitest 42
	 	 	 	 	 	 	 	 	 

	 	 
	appl #6435382
	 	 	 	 	 	China

	 	Trevitest 37
	 	 	 	 	 	 	 	 	 

	 	 
	appl #6435383
	 	 	 	 	 	China

	 	Trevitest 9
	 	 	 	 	 	 	 	 	 

	 	 
	appl #6435384
	 	 	 	 	 	China

	 	Trevitest 7
	 	 	 	 	 	 	 	 	 

	 	 
	appl #6435385
	 	 	 	 	 	China

	 	Furmanite 42
	 	 	 	 	 	 	 	 	 

	 	 
	appl #6435386
	 	 	 	 	 	China

	 	Furmanite 37
	 	 	 	 	 	 	 	 	 

	 	 
	appl #6435387
	 	 	 	 	 	China

	 	Furmanite 17
	 	 	 	 	 	 	 	 	 

	 	 
	appl #6435388
	 	 	 	 	 	China

	 	Furmanite 9
	 	 	 	 	 	 	 	 	 

	 	 
	appl #6435389
	 	 	 	 	 	China

	 	Furmanite 7
	 	 	 	 	 	 	 	 	 

	 	 
	appl#6435397
	 	 	 	 	 	China

	 	SmartSHIM 42
	 	 	 	 	 	 	 	 	 

	 	 
	appl #6435398
	 	 	 	 	 	China

	 	SmartSHIM 37
	 	 	 	 	 	 	 	 	 

	 	 
	 	168917	 	 	 	168917	 	 	Czech Republic

	 	Furmanite 1, 17
	 	 	 	 	 	 	 	 	 

	 	 
	 	168436	 	 	 	168436	 	 	Czech Republic

	 	Trevitest 9
	 	 	 	 	 	 	 	 	 

	 	 
	 	2282/77	 	 	 	2282/77	 	 	Denmark

	 	Furmanite
	 	 	 	 	 	 	 	 	 

	 	 
	 	052481	 	 	 	052481	 	 	Egypt

	 	Furmanite 1
	 	 	 	 	 	 	 	 	 

	 	 
	 	32342	 	 	 	000032342	 	 	European Union

	 	Furmanite 1, 8, 17, 37
	 	 	 	 	 	 	 	 	 

	 	 
	 	32334	 	 	 	000032334	 	 	European Union

	 	Silk
	 	 	 	 	 	 	 	 	 

	 	 
	 	32326	 	 	 	000032326	 	 	European Union

	 	Trevitest7, 9, 37, 72
	 	 	 	 	 	 	 	 	 

	 	 
	 	32359	 	 	 	000032359	 	 	European Union

	 	Furmatec 7,8,9,42
	 	 	 	 	 	 	 	 	 

	 	 
	 	E5271119	 	 	 	005271119	 	 	European Union

	 	Furmasteel
	 	 	 	 	 	 	 	 	 

	 	 
	 	005271093	 	 	 	005271093	 	 	European Union

	 	Furmanite 6,7,9,17,19,42
	 	 	 	 	 	 	 	 	 

	 	 
	 	74030	 	 	 	74030	 	 	Finland

	 	Furmanite 1
	 	 	 	 	 	 	 	 	 

	 	 
	 	T200900312	 	 	 	245951	 	 	Finland

	 	IPSCO
	 	 	 	 	 	 	 	 	 

	 	 
	 	1364813	 	 	 	1364813	 	 	France

	 	Furmanite 1
	 	 	 	 	 	 	 	 	 

	 	 
	 	09/3647076	 	 	not issued
	 	France

	 	IPSCO
	 	 	 	 	 	 	 	 	 

	 	 
	 	1047952	 	 	 	1047952	 	 	Germany

	 	Furmanite word + design

37, 42
	 	 	 	 	 	 	 	 	 

	 	 
	 	908748	 	 	 	908748	 	 	Germany

	 	Furmanite 07, 17
	 	 	 	 	 	 	 	 	 

	 	 
	 	57762	 	 	 	57762	 	 	Greece

	 	Furmanite 1
	 	 	 	 	 	 	 	 	 

	 	 
	 	19771819	 	 	 	1819/77	 	 	Hong Kong

	 	Furmanite 1
	 	 	 	 	 	 	 	 	 

	 	 
	 	351981	 	 	 	351981	 	 	India

	 	Furmanite 17
	 	 	 	 	 	 	 	 	 

	 	 
	 	351982	 	 	 	351982	 	 	India

	 	Furmanite 8
	 	 	 	 	 	 	 	 	 

	 	 
	 	418090	 	 	IDM000153301
	 	Indonesia

	 	Furmanite 1
	 	 	 	 	 	 	 	 	 

	 	 
	IDM000075937
	 	 	 	 	 	Indonesia

	 	FURMAJET class 9
	 	 	 	 	 	 	 	 	 

	 	 
	IDM000075654
	 	 	 	 	 	Indonesia

	 	FurmaJet
	 	 	 	 	 	 	 	 	 

	 	 
	WO0012266
	 	 	 	 	 	International

	 	Furmanite 1
	 	 	 	 	 	 	 	 	 

	 	 
	 	46354	 	 	 	46354	 	 	Iran

	 	Furmanite 1
	 	 	 	 	 	 	 	 	 

	 	 
	 	22673	 	 	 	22673	 	 	Iraq

	 	Furmanite (with Arabic)
	 	 	 	 	 	 	 	 	 

	 	 
	 	330949	 	 	 	733935	 	 	Italy

	 	Furmanite 1
	 	 	 	 	 	 	 	 	 

	 	 
	applied
	 	 	 	 	 	Italy

	 	Furmanite 1
	 	 	 	 	 	 	 	 	 

	 	 
	 	1430137	 	 	 	1430137	 	 	Japan

	 	Furmanite 1
	 	 	 	 	 	 	 	 	 

	 	 
	 	4325436	 	 	 	4325436	 	 	Japan

	 	Trevitest 9
	 	 	 	 	 	 	 	 	 

	 	 
	 	4239720	 	 	 	4239720	 	 	Japan

	 	Trevitest 42
	 	 	 	 	 	 	 	 	 

	 	 
	 	2006-097914	 	 	 	 	 	 	Japan

	 	Furmanite
	 	 	 	 	 	 	 	 	 

	 	 
	 	2006-097915	 	 	 	 	 	 	Japan

	 	Furmanite Logo
	 	 	 	 	 	 	 	 	 

	 	 
	 	2006-097916	 	 	 	 	 	 	Japan

	 	Furmanite in Katakana
	 	 	 	 	 	 	 	 	 

	 	 
	 	8820	 	 	 	8820	 	 	Kuwait

	 	Furmanite 1
	 	 	 	 	 	 	 	 	 

	 	 
	 	86/02550	 	 	 	86002550	 	 	Malaysia

	 	Furmanite 1
	 	 	 	 	 	 	 	 	 

	 	 
	 	206762	 	 	 	206762	 	 	Mexico

	 	Furmanite 37
	 	 	 	 	 	 	 	 	 

	 	 
	 	297893	 	 	 	297893	 	 	New Zealand

	 	Furmanite 1
	 	 	 	 	 	 	 	 	 

	 	 
	 	101699	 	 	 	 	 	 	Norway

	 	Furmanite 1
	 	 	 	 	 	 	 	 	 

	 	 
	 	222969	 	 	 	 	 	 	Norway

	 	SmartShim
	 	 	 	 	 	 	 	 	 

	 	 
	 	249755	 	 	 	249755	 	 	Norway

	 	IPSCO
	 	 	 	 	 	 	 	 	 

	 	 
	 	51755	 	 	 	51755	 	 	Philippines

	 	Furmanite 8,17
	 	 	 	 	 	 	 	 	 

	 	 
	 	445199	 	 	not issued
	 	Portugal

	 	IPSCO
	 	 	 	 	 	 	 	 	 

	 	 
	 	2356	 	 	 	2356	 	 	Qatar

	 	Furmanite 1,8,17
	 	 	 	 	 	 	 	 	 

	 	 
	 	76/5405	 	 	 	76/5405	 	 	S Africa

	 	Furmanite 1
	 	 	 	 	 	 	 	 	 

	 	 
	 	76/3615	 	 	 	76/3615	 	 	S Africa

	 	Furmanite 37
	 	 	 	 	 	 	 	 	 

	 	 
	 	80/8234	 	 	 	80/8234	 	 	S Africa

	 	Furmanite 1,2,3,4,5,16,19
	 	 	 	 	 	 	 	 	 

	 	 
	 	35236	 	 	 	35236	 	 	S Korea

	 	Furmanite 105
	 	 	 	 	 	 	 	 	 

	 	 
	 	234337	 	 	 	234337	 	 	S Korea

	 	Furmanite 10
	 	 	 	 	 	 	 	 	 

	 	 
	 	79/74	 	 	 	79/74	 	 	Saudi Arabia

	 	Furmanite 1
	 	 	 	 	 	 	 	 	 

	 	 
	 	69851	 	 	 	T7669851H	 	 	Singapore

	 	Furmanite 1
	 	 	 	 	 	 	 	 	 

	 	 
	 	168917	 	 	 	168917	 	 	Czech/Slovak

Republic

	 	Furmanite 1,17



	 	 	 	 	 	 	 	 	 

	 	 
	 	168436	 	 	 	168436	 	 	Czech/Slovak

Republic

	 	Trevitest



	 	 	 	 	 	 	 	 	 

	 	 
	 	35236	 	 	 	35236	 	 	South Korea

	 	Furmanite 105
	 	 	 	 	 	 	 	 	 

	 	 
	 	M2862746	 	 	not issued
	 	Spain

	 	IPSCO
	 	 	 	 	 	 	 	 	 

	 	 
	 	196198	 	 	 	196198	 	 	Sweden

	 	Trevitest
	 	 	 	 	 	 	 	 	 

	 	 
	 	289443	 	 	 	289443	 	 	Switzerland

	 	Trevitest 7,9
	 	 	 	 	 	 	 	 	 

	 	 
	 	92711	 	 	 	92711	 	 	Taiwan

	 	Furmanite 1
	 	 	 	 	 	 	 	 	 

	 	 
	 	76/3615	 	 	 	76/3615	 	 	Transkei

	 	Furmanite 1
	 	 	 	 	 	 	 	 	 

	 	 
	 	96601	 	 	 	96601	 	 	Turkey

	 	Furmanite 1
	 	 	 	 	 	 	 	 	 

	 	 
	 	2430585	 	 	 	2430585	 	 	UK

	 	FurmaSteel 6,9,17,19,42
	 	 	 	 	 	 	 	 	 

	 	 
	 	1369125	 	 	 	1369125	 	 	UK

	 	Silk
	 	 	 	 	 	 	 	 	 

	 	 
	 	631344	 	 	 	631344	 	 	UK

	 	Furmanite 17
	 	 	 	 	 	 	 	 	 

	 	 
	 	631410	 	 	 	631410	 	 	UK

	 	Furmanite 8
	 	 	 	 	 	 	 	 	 

	 	 
	 	1227568	 	 	 	 	 	 	UK

	 	Furmatec 6,7
	 	 	 	 	 	 	 	 	 

	 	 
	 	2012711	 	 	 	2012711	 	 	UK

	 	Furmatec 6,7
	 	 	 	 	 	 	 	 	 

	 	 
	 	2142212	 	 	 	2142212	 	 	UK

	 	Furmajet 9,17
	 	 	 	 	 	 	 	 	 

	 	 
	 	2322712	 	 	 	2322712	 	 	UK

	 	SmartShim 37 42
	 	 	 	 	 	 	 	 	 

	 	 
	 	2430597	 	 	 	2430597	 	 	UK

	 	Furmanite 6,7,9,17,19,42
	 	 	 	 	 	 	 	 	 

	 	 
	 	2430585	 	 	 	2430585	 	 	UK

	 	FurmaSteel
	 	 	 	 	 	 	 	 	 

	 	 
	 	2508650	 	 	 	2508650	 	 	UK

	 	IPSCO
	 	 	 	 	 	 	 	 	 

	 	 
	 	2283194	 	 	 	2283194	 	 	USA

	 	PWR.SEAL TECHNOLOGY
	 	 	 	 	 	 	 	 	 

	 	 
	 	1,080,023	 	 	 	1080023	 	 	USA

	 	Furmanite 37
	 	 	 	 	 	 	 	 	 

	 	 
	 	78/282,842	 	 	 	3382686	 	 	USA

	 	SmartShim
	 	 	 	 	 	 	 	 	 

	 	 
	 	2,448,122	 	 	 	2448122	 	 	USA

	 	Torque Tamer 7
	 	 	 	 	 	 	 	 	 

	 	 
	 	1,416,446	 	 	 	1416446	 	 	USA

	 	Trevitest 9
	 	 	 	 	 	 	 	 	 

	 	 
	 	2304574	 	 	 	3285237	 	 	USA

	 	INVATEC
	 	 	 	 	 	 	 	 	 

	 	 
	 	5183365	 	 	 	5183365	 	 	USA

	 	SILK
	 	 	 	 	 	 	 	 	 

	 	 
	 	6,739,926	 	 	 	 	 	 	USA

	 	Xtria 35, 37, 38, 41, 42
	 	 	 	 	 	 	 	 	 

	 	 
	 	2,838,947	 	 	 	 	 	 	USA

	 	Xanser 35,36,37,38,41,42
	 	 	 	 	 	 	 	 	 

	 	 
	 	96020267	 	 	 	96020267	 	 	Venezuela

	 	Furmanite 1
	 	 	 	 	 	 	 	 	 

	 	 






Annex 1 to

Guaranty and Collateral Agreement




ASSUMPTION AGREEMENT, dated as of       , 200      , made by
     (the “Additional Grantor”), in favor of BANK OF AMERICA, N.A.,, as
administrative agent (in such capacity, the “Administrative Agent”) for the banks and other
financial institutions or entities (the “Lenders”) parties to the Credit Agreement referred to
below. All capitalized terms not defined herein shall have the meaning ascribed to them in such
Credit Agreement.



W I T N E S S E T H :




WHEREAS, FURMANITE WORLDWIDE, INC. (the “Company”), certain Subsidiaries of the Company (each
a “Designated Borrower” and, together with the Company, the “Borrowers”), the Lenders and the
Administrative Agent have entered into a Credit Agreement, dated as of July 31, 2009 (as amended,
supplemented or otherwise modified from time to time, the “Credit Agreement”);



WHEREAS, in connection with the Credit Agreement, the Company and certain of its Subsidiaries
(other than the Additional Grantor) have entered into the Guaranty and Collateral Agreement, dated
as of July 31, 2009 (as amended, supplemented or otherwise modified from time to time, the
“Guaranty and Collateral Agreement”) in favor of the Administrative Agent for the benefit of the
Lenders;



WHEREAS, the Credit Agreement requires the Additional Grantor to become a party to the
Guaranty and Collateral Agreement; and



WHEREAS, the Additional Grantor has agreed to execute and deliver this Assumption Agreement in
order to become a party to the Guaranty and Collateral Agreement;



NOW, THEREFORE, IT IS AGREED:



1. Guaranty and Collateral Agreement. By executing and delivering this Assumption
Agreement, the Additional Grantor, as provided in Section 8.15 of the Guaranty and Collateral
Agreement, hereby becomes a party to the Guaranty and Collateral Agreement as a Grantor thereunder
with the same force and effect as if originally named therein as a Grantor and, without limiting
the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a
Grantor thereunder. The information set forth in Annex 1-A hereto is hereby added to the
information set forth in the Schedules to the Guaranty and Collateral Agreement. The Additional
Grantor hereby represents and warrants that each of the representations and warranties contained in
Section 4 of the Guaranty and Collateral Agreement is true and correct on and as the date hereof
(after giving effect to this Assumption Agreement) as if made on and as of such date.



2. Governing Law. THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF TEXAS.



6



IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be duly executed
and delivered as of the date first above written.




[ADDITIONAL GRANTOR]




	 	 	 	By:






Name:


Title:



Annex 1-A to




Assumption Agreement




Supplement to Schedule 1

Supplement to Schedule 2

Supplement to Schedule 3

Supplement to Schedule 4

Supplement to Schedule 5

Supplement to Schedule 6





7