exv10w1






Exhibit 10.1




EXECUTION COPY




FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT



     FIRST AMENDMENT, dated as of December 31, 2003 (this “Amendment”), to the AMENDED AND RESTATED
LOAN AGREEMENT, dated as of August 13, 2002 (as previously amended, supplemented or modified, the
“Existing Agreement”; and as amended by this Amendment, the “Agreement”), among FURMANITE LIMITED
(formerly named FURMANITE PLC formerly named KANEB UK PLC), a company incorporated under the laws
of England and Wales (registered number 2530049) (the “Borrower”), FURMANITE WORLDWIDE, INC., a
Delaware corporation (“Holding”), and BANK OF SCOTLAND, as agent (in such capacity, the “Agent”)
for the Banks (in such capacity, the “Agent”).



W I T N E S S E T H:




          WHEREAS, for the purpose of facilitating a final dividend by FIL to Furmanite 1986
(“Furmanite”) and an interim dividend by Furmanite to the Borrower, the parties wish to amend the
Existing Agreement to permit (a) an unsecured £5,500,000.00 loan by XANSER FINANCIAL LLC, a
Delaware limited liability company, to FIL and a (b) an unsecured £5,500,000.00 loan by the
Borrower to XANSER SERVICES LLC, a Delaware limited liability company;



          NOW, THEREFORE, it is agreed:



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



          Section 2. Amendments. Upon the Amendment Effective Date (as defined in Section 3 below):



          2.1 Other Indebtedness. Section 8.3 of the Existing Agreement is amended by adding
the following Section 8.3(xiv):




	 	 	“(xiv) 	 an unsecured £5,500,000.00 loan (the “Xanser Financial Loan”) by XANSER
FINANCIAL LLC, a Delaware limited liability company (“Xanser Financial”), to
FIL pursuant to an Unsecured Term Loan Agreement dated December 31, 2003,
between FIL and Xanser Financial (the “Xanser Financial Loan
Agreement”), but only if (a) the Xanser Financial Loan is used solely by
FIL to pay to Furmanite a final dividend of £5,500,000.00 declared on December
31, 2003 for its financial year ended December 31, 2002 (the “FIL Dividend”),
(b) the FIL Dividend is used by Furmanite solely to pay to the Borrower an
interim dividend of £5,500,000.00 declared on December 31, 2003 in respect of
the financial year ended December 31, 2002 (the “Furmanite Dividend”), (c) the
Furmanite Dividend is used by the Borrower solely to make the Xanser Services
Loan (as defined below) and (d) Xanser Financial has executed and delivered to
the Agent a subordination agreement substantially in the




1









 






	 	 	 	form of the XANSER Subordination Agreement and satisfactory to the Agent in
its sole discretion.”





          2.2
Advances and Loans. Section 8.5 of the Existing Agreement is amended by inserting
at the end thereof the following the following paragraph:




          “Notwithstanding any other provisions in this Agreement, the Borrower may use
the Furmanite Dividend to make an unsecured £5,500,000.00 loan (the “Xanser Services
Loan”) to XANSER SERVICES LLC, a Delaware limited liability company (“Xanser
Services”), pursuant to a loan agreement substantially in the form of the Xanser
Financial Loan Agreement and satisfactory to the Agent in its sole discretion (the
“Xanser Services Loan Agreement”), but only if the Xanser Services Loan is
pledged to the Banks pursuant to the Borrower Pledge Agreement.”



          2.3
Related Transactions. Section 8.11(b) of the Existing Agreement is amended by
deleting Section 8.11(b) in its entirety and substituting, in lieu thereof, the following:




          “(b) No Loan Party will make any payments, directly or indirectly, to XANSER
or any officer of director of XANSER, except as permitted by the XANSER Management
Agreement, Section 8.5, Section 8.11(a) or Section 8.15.”




          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 be satisfied
to the satisfaction of the Agent or waived:



          3.1
Default, etc. On the Amendment Effective Date, there shall exist no Event of
Default and all representations and warranties made by the Borrower or Holding in the Existing
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 material respects
with the same effect as though such representations and warranties have been made at and as of such
time except to the extent such representations and warranties were made only as of a specific date.



          3.2 Documents. On the Amendment Effective Date, the Agent shall have
received this Amendment executed and delivered by each of the parties hereto.



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



          Section 4. Agreement in Full Force and Effect as Amended. Except as specifically
amended hereby, all of the terms and conditions of the Agreement shall remain in



2









 







full force and effect. All references to the “Agreement” in any other Loan Document or 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.



          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
	 
	 	 	 	 	 	 
	 	 	FUMANITE WORLDWIDE, INC
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Howard C. Wadsworth	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Howard C. Wadsworth
	 	 	Title:  Vice President
	 
	 	 	 	 	 	 
	 	 	BANK OF SCOTLAND, individually and as Agent
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	Name:
	 	 	Title:






3