exv10w4







Exhibit 10.4




FOURTH AMENDMENT

TO

AMENDED AND RESTATED LOAN AGREEMENT




     FOURTH AMENDMENT, dated as of October 1, 2006 (this “Amendment”), to the Amended and Restated
Loan Agreement dated as of August 13, 2002, among FURMANITE LIMITED (the “Borrower”), FURMANITE
WORLDWIDE, INC. (“Holding”)., the financial institutions from time to time party thereto (the
“Banks”) and BANK OF SCOTLAND, as Agent for the Banks (in such capacity, the “Agent”), as amended
by the First Amendment dated as of December 31, 2003, the Second Amendment dated as - of December 31,
2005 and the Third Amendment dated as of March 31, 2006 (the “Agreement”).



W I T N E S S E T H:




     WHEREAS, the Borrower and Holding have advised the Agent and the Banks that they desire to
amend Section 8.19 of the Agreement;



     WHEREAS, subject to the terms and conditions set forth herein, the parties have agreed to
amend the Agreement as set forth herein;



     NOW, THEREFORE, it is agreed:



     Section 1. Definitions. Terms used in this Amendment which are defined in the Agreement
shall have the meanings specified therein (unless otherwise defined herein).



     Section 2. Amendment. Effective as of the date hereof, Section 8.19 of
the Agreement is amended by deleting said Section 8.19 and substituting, in lieu thereof,
the following:




	 	 	“8.19 	Tangible Assets. The aggregate amount of Tangible Assets of all
members of the Consolidated Group that are organized in the UK, the US or Australia
(and any other jurisdiction agreed to in writing by the Agent in its sole discretion)
will be equal to or greater than 70% of the consolidated Tangible Assets of the
Consolidated Group.”





     Section 3. Representations, Warranties and Covenants. Each of the Borrower and
Holding hereby represents and warrants to the Agent and the Banks that as of the date hereof (a)
there exists no Default or Event of Default, (b) all representations and warranties made by the
Borrower and Holding in this Amendment, the Agreement or in the other Loan Documents or otherwise
made by the Borrower or Holding in writing in connection herewith, or therewith are true and
correct in all respects with the same effect as though such representations and warranties had been
made at and as of such time except to the extent such representations and warranties were made only
as of a specific date, and (c) each of the Borrower and Holding has performed all obligations and
agreements and complied with all covenants and conditions required by this Amendment, the Agreement
or in the other Loan Documents to be performed or complied with by it prior to or as of such time.



 









 





     Section 4. Agreement in Full Force and Effect as Amended. Except as specifically
amended hereby, all of the terms and conditions of the Agreement shall remain in full force and
effect. All references to the Agreement – in any other document or instrument shall be deemed to mean
the Agreement as amended by this Amendment. This Amendment shall not constitute a novation of the
Agreement, but shall constitute an amendment thereof.



     Section 5. Counterparts. This Amendment may be executed in any number of
counterparts and by separate parties hereto on separate counterparts, each of which when executed
shall be deemed an original, but all such counterparts taken together shall constitute one and the
same instrument.



     Section 6. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.



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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and
delivered by their respective duly authorized officers as of the date first above written.



	 	 	 	 	 	 	 
	 	 	FURMANITE LIMITED
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Howard C. Wadsworth	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Howard C. Wadsworth
	 	 	Title: Director
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Joseph Milliron	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Joseph Milliron
	 	 	Title: Director
	 
	 	 	 	 	 	 
	 	 	FURMANITE WORLDWIDE, INC.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Howard C. Wadsworth	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Howard C. Wadsworth
	 	 	Title: Vice President
	 
	 	 	 	 	 	 
	 	 	BANK OF SCOTLAND, in its capacity as Agent and as a Bank
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 






[Signature Page to Fourth Amendment to Amended and Restated Loan Agreement]