exv10w5





Exhibit 10.5


FIFTH AMENDMENT

TO

AMENDED AND RESTATED LOAN AGREEMENT



     FIFTH
AMENDMENT, dated as of March 31, 2008 (this “Amendment”), to the Amended and
Restated Loan Agreement dated as of August 13, 2002 (the “Agreement”), 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”).


 W I T N E S S E T H:


     WHEREAS, the Borrower and Holding have requested that Furmanite International Finance
Limited, a company organized under the laws of England and a wholly owned Subsidiary of
Holding (“FIFL”), be permitted to make borrowings
under the Agreement (the “Transaction”);


     WHEREAS, the Borrower and Holding have also requested that several other
amendments be made to the Agreement;


     WHEREAS, subject to the terms and conditions set forth herein, the Agent has agreed to
permit FIFL to make borrowings under the agreement and 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.
Amendments. Upon the Amendment Effective Date (as defined in Section 3
below):


     2.1
The Loans. Section 2.1(b) of the Agreement is amended by deleting
Section 2.1(b) in its entirety and substituting, in lieu thereof, the following Section
2.1(b):


     (b) Subject to the terms and conditions set forth herein, each Bank severally
agrees at any time and from time to time during the Commitment Period to make loans to
the Borrower or FIFL (each a “Revolving Credit Loan” and collectively, the
“Revolving Credit Loans”) up to its Revolving Credit Loan Commitment;
provided that, on the date of the making of any Revolving Credit Loan (and
after giving effect thereto), the aggregate principal amount of Revolving Credit Loans
outstanding on such date (plus the aggregate amount (or Dollar Equivalent thereof) of
all LC Obligations on such date) shall not exceed the Total Revolving Credit Loan
Commitment then in effect. During the Commitment Period, the Borrower or FIFL may
utilize the Revolving Credit Loan Commitments by borrowing, prepaying the Revolving
Credit Loans in whole or in part without premium or penalty (except as otherwise
provided by Section 3-11), and reborrowing, all in accordance with the terms and
conditions hereof. Revolving Credit Loans shall be made from each
Bank pro rata on the
basis of the Revolving Credit Loan



 









 







Commitment of such Bank. Except as otherwise provided in this Agreement or the Notes, the
Borrower and FIFL promise to pay to the Banks all outstanding Revolving Credit Loans on the
Maturity Date together with accrued interest thereon determined in accordance with the
terms of this Agreement or the Notes and as shown in records made in accordance with
manual, computerized, electronic or other record-keeping systems used from time to time by
the Banks.



     2.2 Notice of Borrowing. Section 2.1(e) of the Agreement is amended by deleting
Section 2.1(e) in its entirety and substituting, in lieu thereof, the following Section 2.1(e):




     (e) The amounts payable by the Borrower and FIFL at any time hereunder and under the
Notes to each Bank shall be a separate and independent debt and (subject to the provisions
of Section 9) each Bank shall be entitled to protect and enforce its rights arising out of
this Agreement and its Notes (or either of them), and it shall not be necessary for any other
Bank or the Agent to consent to, or be joined as an additional party in, any proceedings for
such purposes, it being understood (x) that no Bank (other than the Agent) may seek to
realize upon any security or Collateral nor seek to enforce any
Guarantee Agreement or other
Security Document or the obligations of any Person under any of the other Loan Documents
without the consent of the Required Banks and (y) that such rights and remedies may be
exercised by the Agent for the benefit of the Banks upon the terms of such Loan Documents
and this Agreement and (z) the Banks shall be entitled to enforce their respective claims in
respect of the Revolving Credit Loans under this Agreement or the Notes and any defect,
defence to enforceability, limitation, imperfection or invalidity of the Notes shall not
impair or restrict the right of the Banks to enforce their respective claims in respect of
the Revolving Credit Loans under this Agreement or affect the enforceability of this
Agreement and the Borrower and FIFL hereby irrevocably and unconditionally agree to
indemnify and keep indemnified the Banks against any loss or liability arising from any
defect, defence to enforceability, limitation, imperfection or invalidity of the Notes or
any unenforceability of this Agreement arising therefrom.



     2.3 Notice of Borrowing. Section 2.2(a) of the Agreement is amended by deleting
Section 2.2(a) in its entirety and substituting, in lieu thereof, the following Section 2.2(a):




     (a) The Borrower, for itself or as agent for FIFL, shall give at least four
Business Days’ prior written notice (a “Notice of Borrowing”) to the Agent of the date
(which shall be a Business Day during the Commitment Period) of each proposed borrowing
hereunder (the “Borrowing Date”). Such notice shall specify (subject to the provisions of
this Agreement) (i) the Borrowing Date, (ii) the total amount of the proposed borrowing,
expressed in Dollars, which shall be in a minimum amount of $500,000 if a Base Rate (US)
Loan and $500,000 if a Libor Loan (or, if greater, in integral multiples of $100,000 in
each case) provided  that the aggregate principal amount of such borrowing must
equal or be less than the Unutilized Revolving Commitments (after giving effect to all
other Notices of Borrowings for Revolving Credit Loans and Issuance Requests pending at
such time) at such time, (iii) whether such borrowing is by the Borrower or FIFL
(iv) the Type of Loan which such borrowing will initially be, (v) whether such Loan will be
a Libor Loan or a Base Rate (US) Loan and, if a Libor Loan,



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the requested Interest Period therefor, (vi) [intentionally deleted], and (vii)
[intentionally deleted]. Notwithstanding the foregoing, however, Base Rate (US) Loans may be
made upon two Business Days’ telephone notice, Closing Office Time, by the Borrower to the
Agent (confirmed as soon as possible thereafter in writing). Unless
otherwise agreed to by
the Agent and the Borrower, the Notice of Borrowing for all Loans
after the Closing Date
shall be substantially in the form of Exhibit A hereto.



     2.4 The Notes. Exhibit B to the Agreement is amended by deleting said Exhibit B
and substituting, in lieu thereof, Exhibit B attached to this
Amendment. Section 2.3 of the
Agreement is amended by deleting Section 2.3 in its entirety and
substituting, in lieu
thereof, the
following Section 2.3:



          Section 2.3. The Notes.




     (a) The obligations of the Borrower and, FIFL to pay the principal of, and
interest on, the Revolving Credit Loans of each Bank shall be evidenced by a promissory
note of the Borrower and FIFL payable to the order of such Bank substantially in the
form of Exhibit B hereto (as such-note may be from time to time be amended,
supplemented, restated or otherwise modified, a “Revolving Credit Note”).




     (b)
The Revolving Credit Notes are entitled to the benefits of this Agreement
and shall be secured by the Security Documents.




     (c)
The principal amount of all Revolving Credit Loans of each Bank
outstanding from time to time, and interest accrued thereon, shall be recorded on the
records of such Bank and, prior to any transfer of, or any action to collect, its
Revolving
Credit Note, the unpaid principal amount of the Revolving Credit
Loans evidenced
thereby shall be endorsed on the reverse side of such Revolving Credit Note, together
with the date of such endorsement and the date to which interest has been paid; any
failure to make such endorsement and provide such other information, however, shall not
affect the obligations of the Borrower or FIFL hereunder or under the
Notes. The
obligations of the Borrower and FIFL to pay principal and interest in respect of each
Revolving Credit Note shall be limited to the unpaid principal amount of the Revolving
Credit Loans evidenced thereby and unpaid interest accrued for the periods during which
such Loans are outstanding.



     2.5
Mandatory Prepayments of Revolving Credit Loans. Section 2.5(a) of the
Agreement is amended by deleting Section 2.5(a) in its entirety and substituting, in lieu thereof,
the following Section 2.5(a):




     (a) The Borrower and FIFL shall prepay the Revolving Credit Loans on any day and on the
effective date of any reduction or termination in the Total Revolving Credit Loan Commitment
hereunder to the extent that the aggregate principal amount
of such Loans on such date shall exceed the amount equal to (x) the amount of the Total
Revolving Credit Loan Commitment in effect on such date less (y) the Dollar Equivalent of
the LC Obligations at such time; if the Total Revolving Credit Loan Commitment is terminated
in full, then the Borrower and FIFL shall immediately prepay in full the



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aggregate outstanding principal amount of all Revolving Credit Loans. Repayments pursuant
to this Section shall first be made against (to the extent available) outstanding Revolving
Credit Loans which are Libor Loans having an Interest Period ending on the date of such
repayment, then to Base Rate (US) Loans, as directed by the Borrower and FIFL by written
(or telephonic, promptly confirmed in writing) notice to the Agent or, in the absence of
such direction, by the Agent.


     2.6
Rate of Interest. Section 3.1 of the Agreement is amended
by deleting Section 3.1 in its entirety and substituting, in lieu thereof, the following Section 3.1:


     3.1 Rate of Interest. The Borrower and FIFL agree to pay interest in respect
of the unpaid principal amount of each Loan from time to time
outstanding from. the date the proceeds thereof are made available to the Borrower or FIFL until maturity (whether
by acceleration or otherwise) at the following interest rates: (i) each Libor Loan, at a rate
per annum for each Interest Period applicable thereto equal to (x) LIBOR for such
Interest Period plus (y) the Eurocurrency Differential, and (ii) each Base Rate (US)
Loan,
at a rate per annum equal to (x) the Base Rate (US), such rate to change as and when
such
Base Rate (US) changes, plus (y) the Base Rate (US) Differential.


     2.7
Interest Payment Dates. Section 3.2 of the Agreement is amended by deleting
Section 3.2 in its entirety and substituting, in lieu thereof, the following Section 3.2:


     3.2 Interest Payment Dates. Interest on and prior to maturity in respect of
each Loan shall be payable in arrears (i) if such Loan is (x) a Libor Loan, on the
last day
of each Interest Period applicable thereto and, if such Interest Period is longer than
three
months, at the end of each three-month interval within such Interest Period or (y) a
Base
Rate (US) Loan, on the last Business Day of each calendar quarter after the making
thereof and on the last day of any Interest Period applicable thereto, (ii) upon
any prepayment or repayment of such Loan in full (to the extent accrued on the amount
prepaid or repaid) and (iii) at maturity (whether by acceleration or otherwise). The
Agent shall endeavor to notify the Borrower and FIFL prior to each such interest payment
date of the amount to be paid by the Borrower and FIFL on such date, but no failure by
the Agent to do so shall in any way affect the obligations of the Borrower and FIFL
hereunder to timely pay the full amount of interest due when due;
however, no such amount paid in reliance on such a notice, or paid in accordance with the good faith
calculations of the Borrower and FIFL in the absence of such a notice, shall constitute
an Event of Default under Section 9.1 unless the Borrower and
FIFL shall fail to timely pay the full amount of any further adjustment as may be appropriate pursuant to notice to
the Borrower and FIFL from the Agent.


     2.8 Obligations. Annex I of the Agreement is amended by deleting the
definition of “Obligations” and substituting, in lieu thereof, the following definition of “Obligations”:


     “Obligations” shall mean all obligations of the Borrower, Holding, FIFL and each
of the other Loan Parties with respect to the repayment or performance


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of any obligations (monetary or otherwise) arising under or in connection with
this Agreement and each other Loan Document.



     Section 3. Conditions Precedent. The amendments provided for by this Amendment
shall become effective on the date (the “Amendment Effective Date”) on which the following
conditions precedent shall satisfied to the satisfaction of the Agent or waived in writing by the
Agent in its sole discretion:



     3.1 Default etc. As of the Amendment Effective Date, (a) there shall exist 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
shall be 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 shall have performed all
obligations
and agreements and complied with all covenants and conditions required by this Amendment, the
Agreement and the other Loan Documents to be performed or complied with by it prior to or as
of such time.



     3.2 Documents. The Agent shall have received the following documents, each
executed and delivered by each of the parties thereto:




     (a) this Amendment; and




     (b)
a Sixth Amended and Restated Promissory Note.



     3.3 Proceedings and Documents. All corporate and legal proceedings and all
documents in connection with the transactions contemplated by this Amendment shall be
satisfactory in form and substance to the Agent, and the Agent shall have received all
information and copies of all documents which the Agent may have reasonably requested in
connection with the transactions contemplated by this Amendment, such documents where
appropriate to be certified by proper corporate officials or Government Authorities.



     3.4 Approvals and Consents. All orders, permissions, consents, approvals, licenses,
authorizations and validations of, and filings, recordings and registrations with, and
exemptions
by, any Government Authority, or any other Person, required to authorize or required in
connection with the execution, delivery and performance of this Amendment and the transactions
contemplated hereby by the Borrower and Holding shall have been obtained.



     3.5 Fees and Expenses. All reasonable legal fees and expenses (through the
Amendment Effective Date) of the Agent’s US, UK and other local or special counsel in
connection with the transactions contemplated by this Amendment shall have been paid in full.



     Section 4. Representations,Warranties and Covenants.



     (a) 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



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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.




     (b) The Borrower and Holding hereby represent and warrant to the Agent and the Banks that
FIFL does not presently and will not at any time in the future have any assets or liabilities other
than intercompany loans evidenced by the Intercompany Note and does not presently will not at any
time in the future engage in any business other than intercompany
financings.



     Section 5. 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 6. 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 7. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.



[rest of page left intentionally blank]




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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:

Title:
	 	Howard C. Wadsworth

 Director	 	 
	 
	 	 	 	 	 	 
	 	 	FURMANITE WORLDWIDE, INC.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Howard C. Wadsworth	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:

Title:
	 	Howard C. Wadsworth
Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	FURMANITE INTERNATIONAL FINANCE LIMITED
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Howard C. Wadsworth	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:

Title:
	 	Howard C. Wadsworth

 Director	 	 
	 
	 	 	 	 	 	 
	 	 	BANK OF SCOTLAND, in its capacity as Agent and as a Bank
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 





[Signature
Page to Fifth Amendment]