EX-10.1






Published CUSIP Number: ____________




CREDIT AGREEMENT

Dated as of July 31, 2009

among

FURMANITE WORLDWIDE, INC.

and

CERTAIN SUBSIDIARIES

as Borrowers,

BANK OF AMERICA, N.A.,

as Administrative Agent, Swing Line Lender

and

L/C Issuer,

and

COMPASS BANK,

as Syndication Agent

and

The Other Lenders Party Hereto

and

BANC OF AMERICA SECURITIES LLC

and

COMPASS BANK,

as

Joint Lead Arrangers and Joint Book Managers




TABLE OF CONTENTS





Section Page



1



	 	 	 
	SCHEDULES	 	 
	1.01

2.01

5.06

5.08

5.09

5.13

5.18

5.19

6.01

7.01

7.03

10.02

EXHIBITS

Form of

A

B

C

D

E-1

E-2

F

G

H

I
	 	Mandatory Cost Formulae

Commitments and Applicable Percentages

Litigation

Real Property

Environmental Matters

Subsidiaries; Other Equity Investments

Identification Numbers for Designated Borrowers that are Foreign Subsidiaries

Intellectual Property Matters

Form of Quarterly Financial Statements

Existing Liens

Existing Indebtedness

Administrative Agent’s Office; Certain Addresses for Notices





Committed Loan Notice

Swing Line Loan Notice

Note

Compliance Certificate

Assignment and Assumption

Administrative Questionnaire

Guaranty and Collateral Agreement

Designated Borrower Request and Assumption Agreement

Designated Borrower Notice

Opinion Matters







CREDIT AGREEMENT




This CREDIT AGREEMENT (“Agreement”) is entered into as of July 31, 2009, among FURMANITE
WORLDWIDE, INC., a Delaware corporation (the “Company”), certain Subsidiaries of the Company party
hereto pursuant to Section 2.14 (each a “Designated Borrower” and, together with the Company, the
“Borrowers” and, each a “Borrower”), each lender from time to time party hereto (collectively, the
“Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing
Line Lender and L/C Issuer.



The Company has requested that the Lenders provide a revolving credit facility, and the
Lenders are willing to do so on the terms and conditions set forth herein.



In consideration of the mutual covenants and agreements herein contained, the parties hereto
covenant and agree as follows:



Article I.

Definitions and Accounting Terms




1.01 Defined Terms. As used in this Agreement, the following terms shall have the meanings set
forth below:



“Administrative Agent” means Bank of America in its capacity as administrative agent under any
of the Loan Documents, or any successor administrative agent.



“Administrative Agent’s Office” means, with respect to any currency, the Administrative
Agent’s address and, as appropriate, account as set forth on Schedule 10.02 with respect to such
currency, or such other address or account with respect to such currency as the Administrative
Agent may from time to time notify to the Company and the Lenders.



“Administrative Questionnaire” means an Administrative Questionnaire in substantially the form
of Exhibit E-2 or any other form approved by the Administrative Agent.



“Affiliate” means, with respect to any Person, another Person that directly, or indirectly
through one or more intermediaries, Controls or is Controlled by or is under common Control with
the Person specified.



“Aggregate Commitments” means the Commitments of all the Lenders.



“Agreement” means this Credit Agreement.



“Alternative Currency” means each of AUD, Euro, Sterling, and each other currency (other than
Dollars) that is approved in accordance with Section 1.06.



“Alternative Currency Equivalent” means, at any time, with respect to any amount denominated
in Dollars, the equivalent amount thereof in the applicable Alternative Currency as determined by
the Administrative Agent or the L/C Issuer, as the case may be, at such time on the basis of the
Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of such
Alternative Currency with Dollars.



“Alternative Currency Sublimit” means an amount equal to the lesser of the Aggregate
Commitments and $35,000,000. The Alternative Currency Sublimit is part of, and not in addition to,
the Aggregate Commitments.



“Applicable Percentage” means with respect to any Lender at any time, the percentage (carried
out to the ninth decimal place) of the Aggregate Commitments represented by such Lender’s
Commitment at such time. If the commitment of each Lender to make Loans and the obligation of the
L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.02 or if the
Aggregate Commitments have expired, then the Applicable Percentage of each Lender shall be
determined based on the Applicable Percentage of such Lender most recently in effect, giving effect
to any subsequent assignments. The initial Applicable Percentage of each Lender is set forth
opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to
which such Lender becomes a party hereto, as applicable.



“Applicable Rate” means the following percentages per annum, based upon the Funded Debt to
EBITDA Ratio as set forth in the most recent Compliance Certificate received by the Administrative
Agent pursuant to Section 6.02(b):



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Applicable Rate
	 	 	 	 	Funded Debt to	 	 	 	 	 	Eurocurrency Rate /	 	 
	Pricing Level	 	EBITDA Ratio	 	Commitment Fee	 	Letter of Credit Fee	 	Base Rate
	 	1	 	 	< 1.0x

	 	 	0.25	%	 	 	2.00	%	 	 	1.00	%
	 	2	 	 	= 1.0x but < 2.0x

	 	 	0.25	%	 	 	2.25	%	 	 	1.25	%
	 	3	 	 	= 2.0x

	 	 	0.30	%	 	 	2.50	%	 	 	1.50	%






Any increase or decrease in the Applicable Rate resulting from a change in the Funded Debt to
EBITDA Ratio shall become effective as of the first Business Day immediately following the date a
Compliance Certificate is delivered pursuant to Section 6.02(b); provided, however, that if a
Compliance Certificate is not delivered when due in accordance with such Section, then, upon the
request of the Required Lenders, Pricing Level 3 shall apply as of the first Business Day after the
date on which such Compliance Certificate was required to have been delivered and shall remain in
effect until the date on which such Compliance Certificate is delivered. Notwithstanding the
foregoing, the Applicable Rate in effect from the date of this Agreement until the first Business
Day immediately following the date a Compliance Certificate is first delivered after the Closing
Date pursuant to Section 6.02(b) shall be determined by Pricing Level 1.



Notwithstanding anything to the contrary contained in this definition, the determination of
the Applicable Rate for any period shall be subject to the provisions of Section 2.10(b).



“Applicable Time” means, with respect to any borrowings and payments in any Alternative
Currency, the local time in the place of settlement for such Alternative Currency as may be
determined by the Administrative Agent or the L/C Issuer, as the case may be, to be necessary for
timely settlement on the relevant date in accordance with normal banking procedures in the place of
payment.



“Applicant Borrower” has the meaning specified in Section 2.14.



“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an
Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a
Lender.



“Arranger” means, singularly or collectively, Banc of America Securities LLC and Compass Bank,
in their capacity as joint lead arrangers and joint book managers.



“Assignee Group” means two or more Eligible Assignees that are Affiliates of one another or
two or more Approved Funds managed by the same investment advisor.



“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an
assignee (with the consent of any party whose consent is required by Section 10.06(b)), and
accepted by the Administrative Agent, in substantially the form of Exhibit E-1 or any other form
approved by the Administrative Agent.



“Attributable Indebtedness” means, on any date, (a) in respect of any capital lease of any
Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared
as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation, the
capitalized amount of the remaining lease payments under the relevant lease that would appear on a
balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were
accounted for as a capital lease.



“AUD” means the lawful currency of Australia.



“Audited Financial Statements” means the audited consolidated balance sheet of the Company and
its Subsidiaries for the fiscal year ended December 31, 2008, and the related consolidated
statements of income or operations, shareholders’ equity and cash flows for such fiscal year of the
Company and its Subsidiaries, including the notes thereto.



“Auto-Extension Letter of Credit” has the meaning specified in Section 2.03(b)(iii).



“Availability Period” means the period from and including the date of this Agreement to the
earliest of (a) the Maturity Date, (b) the date of termination of the Aggregate Commitments
pursuant to Section 2.06, and (c) the date of termination of the commitment of each Lender to make
Loans and of the obligation of the L/C Issuer to make L/C Credit Extensions pursuant to
Section 8.02.



“Bank of America” means Bank of America, N.A. and its successors.



“Base Rate” means for any day a fluctuating rate per annum equal to the highest of (a) the
Federal Funds Rate plus 1/2 of 1%, (b) the rate of interest in effect for such day as publicly
announced from time to time by Bank of America as its “prime rate” and (c) the Eurocurrency Rate
for a one-month Interest Period in effect for such day (or if such day is not a Business Day, the
immediately preceding Business Day) plus 1%. The “prime rate” is a rate set by Bank of America
based upon various factors including Bank of America’s costs and desired return, general economic
conditions and other factors, and is used as a reference point for pricing some loans, which may be
priced at, above, or below such announced rate. Any change in such rate announced by Bank of
America shall take effect at the opening of business on the day specified in the public
announcement of such change.



“Base Rate Committed Loan” means a Committed Loan that is a Base Rate Loan.



“Base Rate Loan” means a Loan that bears interest based on the Base Rate. All Base Rate Loans
shall be denominated in Dollars.



“Borrower” and “Borrowers” each has the meaning specified in the introductory paragraph
hereto.



“Borrower Materials” has the meaning specified in Section 6.02.



“Borrowing” means a Committed Borrowing or a Swing Line Borrowing, as the context may require.



“Business Day” means any day other than a Saturday, Sunday or other day on which commercial
banks are authorized to close under the Laws of, or are in fact closed in, the state where the
Administrative Agent’s Office with respect to Obligations denominated in Dollars is located and:




(a) if such day relates to any interest rate settings as to a Eurocurrency Rate Loan
denominated in Dollars, any fundings, disbursements, settlements and payments in Dollars in
respect of any such Eurocurrency Rate Loan, or any other dealings in Dollars to be carried
out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan, means any such
day on which dealings in deposits in Dollars are conducted by and between banks in the
London interbank eurodollar market;




(b) if such day relates to any interest rate settings as to a Eurocurrency Rate Loan
denominated in Euro, any fundings, disbursements, settlements and payments in Euro in
respect of any such Eurocurrency Rate Loan, or any other dealings in Euro to be carried out
pursuant to this Agreement in respect of any such Eurocurrency Rate Loan, means a TARGET
Day;




(c) if such day relates to any interest rate settings as to a Eurocurrency Rate Loan
denominated in a currency other than Dollars or Euro, means any such day on which dealings
in deposits in the relevant currency are conducted by and between banks in the London or
other applicable offshore interbank market for such currency; and




(d) if such day relates to any fundings, disbursements, settlements and payments in a
currency other than Dollars or Euro in respect of a Eurocurrency Rate Loan denominated in a
currency other than Dollars or Euro, or any other dealings in any currency other than
Dollars or Euro to be carried out pursuant to this Agreement in respect of any such
Eurocurrency Rate Loan (other than any interest rate settings), means any such day on which
banks are open for foreign exchange business in the principal financial center of the
country of such currency.



“Cash Collateralize” has the meaning specified in Section 2.03(g).



“Cash Management Agreement” means any agreement to provide cash management services, including
treasury, depository, overdraft, credit or debit card, electronic funds transfer, automated
clearinghouse and other cash management arrangements made or entered into at any time, or in effect
at any time, whether directly or indirectly, and whether as a result of assignment or transfer or
otherwise, between the Company or any Subsidiary and any Cash Management Bank.



“Cash Management Bank” means a Lender or Affiliate of a Lender that is a party to a Cash
Management Agreement, in its capacity as party to such Cash Management Agreement; provided, however
that if such Person ceases to be a Lender or an Affiliate of a Lender, such Person shall no longer
be a “Cash Management Bank.”



“Change in Law” means the occurrence, after the date of this Agreement, of any of the
following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change
in any law, rule, regulation or treaty or in the administration, interpretation or application
thereof by any Governmental Authority or (c) the making or issuance of any request, guideline or
directive (whether or not having the force of law) by any Governmental Authority.



“Change of Control” means an event or series of events by which:




(a) any of the capital stock of the Company becomes subject to any Lien other than in
favor of the Administrative Agent for the benefit of the Secured Parties or the Company
ceases to be a wholly-owned Subsidiary of the Parent;




(b) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or
its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other
fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in
Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or
group shall be deemed to have “beneficial ownership” of all securities that such person or
group has the right to acquire, whether such right is exercisable immediately or only after
the passage of time (such right, an “option right”)), directly or indirectly, of 25% or more
of the equity securities of the Parent entitled to vote for members of the board of
directors or equivalent governing body of the Parent on a fully-diluted basis (and taking
into account all such securities that such person or group has the right to acquire pursuant
to any option right);




(c) during any period of 12 consecutive months, a majority of the members of the board
of directors or other equivalent governing body of the Parent cease to be composed of
individuals (i) who were members of that board or equivalent governing body on the first day
of such period, (ii) whose election or nomination to that board or equivalent governing body
was approved by individuals referred to in clause (i) above constituting at the time of such
election or nomination at least a majority of that board or equivalent governing body or
(iii) whose election or nomination to that board or other equivalent governing body was
approved by individuals referred to in clauses (i) and (ii) above constituting at the time
of such election or nomination at least a majority of that board or equivalent governing
body (excluding, in the case of both clause (ii) and clause (iii), any individual whose
initial nomination for, or assumption of office as, a member of that board or equivalent
governing body occurs as a result of an actual or threatened solicitation of proxies or
consents for the election or removal of one or more directors by any person or group other
than a solicitation for the election of one or more directors by or on behalf of the board
of directors); or




(c) any Person or two or more Persons acting in concert shall have acquired by contract
or otherwise, or shall have entered into a contract or arrangement that, upon consummation
thereof, will result in its or their acquisition of the power to exercise, directly or
indirectly, a controlling influence over the management or policies of the Parent, or
control over the equity securities of the Parent entitled to vote for members of the board
of directors or equivalent governing body of the Parent on a fully-diluted basis (and taking
into account all such securities that such Person or group has the right to acquire pursuant
to any option right) representing 25% or more of the combined voting power of such
securities.



“Closing Date” means the first date all the conditions precedent in Section 4.01 are satisfied
or waived in accordance with Section 10.01.



“Code” means the Internal Revenue Code of 1986.



“Collateral” means all of the “Collateral” referred to in the Collateral Documents and all of
the other property that is or is intended under the terms of the Collateral Documents to be subject
to Liens in favor of the Administrative Agent for the benefit of the Secured Parties.



“Collateral Documents” means, collectively, the Guaranty and Collateral Agreement and each of
the other agreements, instruments, or documents that creates or purports to create a Lien in favor
of the Administrative Agent for the benefit of the Secured Parties.



“Commitment” means, as to each Lender, its obligation to (a) make Committed Loans to the
Borrowers pursuant to Section 2.01, (b) purchase participations in L/C Obligations, and
(c) purchase participations in Swing Line Loans, in an aggregate principal amount at any one time
outstanding not to exceed the Dollar amount set forth opposite such Lender’s name on Schedule 2.01
or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as
applicable, as such amount may be adjusted from time to time in accordance with this Agreement.



“Committed Borrowing” means a borrowing consisting of simultaneous Committed Loans of the same
Type, in the same currency and, in the case of Eurocurrency Rate Loans, having the same Interest
Period made by each of the Lenders pursuant to Section 2.01.



“Committed Loan” has the meaning specified in Section 2.01.



“Committed Loan Notice” means a notice of (a) a Committed Borrowing, (b) a conversion of
Committed Loans from one Type to the other, or (c) a continuation of Eurocurrency Rate Loans,
pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit A.



“Company” has the meaning specified in the introductory paragraph hereto.



“Compliance Certificate” means a certificate substantially in the form of Exhibit D.



“Consolidated EBITDA” means, for any period, for the Company and its Subsidiaries on a
consolidated basis, an amount equal to Consolidated Net Income for such period plus (a) the
following to the extent deducted in calculating such Consolidated Net Income: (i) Consolidated
Interest Charges for such period, (ii) the provision for Federal, state, local and foreign income
taxes payable by the Company and its Subsidiaries for such period, (iii) depreciation and
amortization expense and (iv) other expenses of the Company and its Subsidiaries reducing such
Consolidated Net Income and relating to non-cash compensation or currency fluctuations (including
any SFAS 87 pension expenses), which do not represent a cash item in such period or any future
period and minus (b) the following to the extent included in calculating such Consolidated Net
Income: (i) Federal, state, local and foreign income tax credits of the Company and its
Subsidiaries for such period and (ii) all non-cash items increasing Consolidated Net Income for
such period.



“Consolidated Funded Indebtedness” means, as of any date of determination, for the Company and
its Subsidiaries on a consolidated basis, the sum of (a) the outstanding principal amount of all
obligations, whether current or long-term, for borrowed money (including Obligations hereunder) and
all obligations evidenced by bonds, debentures, notes, loan agreements or other similar
instruments, (b) all purchase money Indebtedness, (c) all direct obligations arising under letters
of credit (including standby and commercial), bankers’ acceptances, bank guaranties and similar
instruments, (d) all obligations in respect of the deferred purchase price of property or services
(other than trade accounts payable in the ordinary course of business), (e) Attributable
Indebtedness in respect of capital leases and Synthetic Lease Obligations, (f) without duplication,
all Guarantees with respect to outstanding Indebtedness of the types specified in clauses (a)
through (e) above of Persons other than the Company or any Subsidiary, and (g) all Indebtedness of
the types referred to in clauses (a) through (f) above of any partnership or joint venture (other
than a joint venture that is itself a corporation or limited liability company) in which the
Company or a Subsidiary is a general partner or joint venturer, unless such Indebtedness is
expressly made non-recourse to the Company or such Subsidiary.



“Consolidated Interest Charges” means, for any period, for the Company and its Subsidiaries on
a consolidated basis, the sum of (a) all interest, premium payments, debt discount, fees, charges
and related expenses of the Company and its Subsidiaries in connection with borrowed money
(including capitalized interest) or in connection with the deferred purchase price of assets, in
each case to the extent treated as interest in accordance with GAAP, and (b) the portion of rent
expense of the Company and its Subsidiaries with respect to such period under capital leases that
is treated as interest in accordance with GAAP.



“Consolidated Net Income” means, for any period, for the Company and its Subsidiaries on a
consolidated basis, the net income of the Company and its Subsidiaries (excluding extraordinary
gains and extraordinary losses) for that period.



“Contractual Obligation” means, as to any Person, any provision of any security issued by such
Person or of any agreement, instrument or other undertaking to which such Person is a party or by
which it or any of its property is bound.



“Control” means the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of a Person, whether through the ability to exercise voting
power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.



“Credit Extension” means each of the following: (a) a Borrowing and (b) an L/C Credit
Extension.



“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other
liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium,
rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the
United States or other applicable jurisdictions from time to time in effect and affecting the
rights of creditors generally.



“Default” means any event or condition that constitutes an Event of Default or that, with the
giving of any notice, the passage of time, or both, would be an Event of Default.



“Default Rate” means (a) when used with respect to Obligations other than Letter of Credit
Fees, an interest rate equal to (i) the Base Rate plus (ii) the Applicable Rate, if any, applicable
to Base Rate Loans plus (iii) 2% per annum; provided, however, that with respect to a Eurocurrency
Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any
Applicable Rate and any Mandatory Cost) otherwise applicable to such Loan plus 2% per annum, and
(b) when used with respect to Letter of Credit Fees, a rate equal to the Applicable Rate plus 2%
per annum.



“Defaulting Lender” means any Lender that (a) has failed to fund any portion of the Committed
Loans, participations in L/C Obligations or participations in Swing Line Loans required to be
funded by it hereunder within one Business Day of the date required to be funded by it hereunder
unless such failure has been cured, (b) has otherwise failed to pay over to the Administrative
Agent or any other Lender any other amount required to be paid by it hereunder within one Business
Day of the date when due, unless the subject of a good faith dispute or unless such failure has
been cured, or (c) has been deemed insolvent or become the subject of a bankruptcy or insolvency
proceeding.



“Designated Borrower” has the meaning specified in the introductory paragraph hereto.



“Designated Borrower Sublimit” means an amount equal to the lesser of the Aggregate
Commitments and $35,000,000. The Designated Borrower Sublimit is part of, and not in addition to,
the Aggregate Commitments.



“Designated Borrower Notice” has the meaning specified in Section 2.14.



“Designated Borrower Request and Assumption Agreement” has the meaning specified in
Section 2.14.



“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition
(including any sale and leaseback transaction) of any property by any Person, including any sale,
assignment, transfer or other disposal, with or without recourse, of any notes or accounts
receivable or any rights and claims associated therewith.



“Dollar” and “$” mean lawful money of the United States.



“Dollar Equivalent” means, at any time, (a) with respect to any amount denominated in Dollars,
such amount, and (b) with respect to any amount denominated in any Alternative Currency, the
equivalent amount thereof in Dollars as determined by the Administrative Agent or the L/C Issuer,
as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most
recent Revaluation Date) for the purchase of Dollars with such Alternative Currency.



“Domestic Subsidiary” means any Subsidiary that is organized under the laws of any political
subdivision of the United States.



“Dormant Subsidiary” means any Subsidiary that (a) conducts no business activities, (b) has no
assets in excess of $25,000 (or its equivalent in the applicable currency) in the aggregate, (c)
has no liabilities (contingent or otherwise) in excess of $25,000 (or its equivalent in the
applicable currency) in the aggregate, and (d) has no subsidiary.



“Eligible Assignee” means any Person that meets the requirements to be an assignee under
Section 10.06(b)(iii), (v), and (vi) (subject to such consents, if any, as may be required under
Section 10.06(b)(iii)).



“EMU” means the economic and monetary union in accordance with the Treaty of Rome 1957, as
amended by the Single European Act 1986, the Maastricht Treaty of 1992 and the Amsterdam Treaty of
1998.



“EMU Legislation” means the legislative measures of the European Council for the introduction
of, changeover to or operation of a single or unified European currency.



“Environmental Laws” means any and all Federal, state, local, and foreign statutes, laws,
regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants,
franchises, licenses, agreements or governmental restrictions relating to pollution and the
protection of the environment or the release of any materials into the environment, including those
related to hazardous substances or wastes, air emissions and discharges to waste or public systems.



“Environmental Liability” means any liability, contingent or otherwise (including any
liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the
Company, any other Loan Party or any of their respective Subsidiaries directly or indirectly
resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use,
handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure
to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into
the environment or (e) any contract, agreement or other consensual arrangement pursuant to which
liability is assumed or imposed with respect to any of the foregoing.



“Environmental Permits” means any permit, approval, identification number, license or other
authorization required under any Environmental Law.



“Equity Interests” means, with respect to any Person, all of the shares of capital stock of
(or other ownership or profit interests in) such Person, all of the warrants, options or other
rights for the purchase or acquisition from such Person of shares of capital stock of (or other
ownership or profit interests in) such Person, all of the securities convertible into or
exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person
or warrants, rights or options for the purchase or acquisition from such Person of such shares (or
such other interests), and all of the other ownership or profit interests in such Person (including
partnership, member or trust interests therein), whether voting or nonvoting, and whether or not
such shares, warrants, options, rights or other interests are outstanding on any date of
determination.



“ERISA” means the Employee Retirement Income Security Act of 1974.



“ERISA Affiliate” means any trade or business (whether or not incorporated) under common
control with the Company within the meaning of Section 414(b) or (c) of the Code (and
Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the
Code).



“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by
the Company or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a
plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a
cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a
complete or partial withdrawal by the Company or any ERISA Affiliate from a Multiemployer Plan or
notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent
to terminate, the treatment of a Plan amendment as a termination under Section 4041 or 4041A of
ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer
Plan; (e) an event or condition which constitutes grounds under Section 4042 of ERISA for the
termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer
Plan; or (f) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums
due but not delinquent under Section 4007 of ERISA, upon the Company or any ERISA Affiliate.



“Euro” and “EUR” mean the lawful currency of the Participating Member States introduced in
accordance with the EMU Legislation.



“Eurocurrency Rate” means, for any Interest Period with respect to a Eurocurrency Rate Loan,
the rate per annum equal to the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published
by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated
by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two
Business Days prior to the commencement of such Interest Period, for deposits in the relevant
currency (for delivery on the first day of such Interest Period) with a term equivalent to such
Interest Period. If such rate is not available at such time for any reason, then the “Eurocurrency
Rate” for such Interest Period shall be the rate per annum determined by the Administrative Agent
to be the rate at which deposits in the relevant currency for delivery on the first day of such
Interest Period in Same Day Funds in the approximate amount of the Eurocurrency Rate Loan being
made, continued or converted by Bank of America and with a term equivalent to such Interest Period
would be offered by Bank of America’s London Branch (or other Bank of America branch or Affiliate)
to major banks in the London or other offshore interbank market for such currency at their request
at approximately 11:00 a.m. (London time) two Business Days prior to the commencement of such
Interest Period.



“Eurocurrency Rate Loan” means a Committed Loan that bears interest at a rate based on the
Eurocurrency Rate. Eurocurrency Rate Loans may be denominated in Dollars or in an Alternative
Currency. All Committed Loans denominated in an Alternative Currency must be Eurocurrency Rate
Loans.



“Event of Default” has the meaning specified in Section 8.01.



“Excluded Taxes” means, with respect to the Administrative Agent, any Lender, the L/C Issuer
or any other recipient of any payment to be made by or on account of any obligation of any Borrower
hereunder, (a) taxes imposed on or measured by its overall income (however denominated), and
franchise taxes imposed on it (in lieu of taxes on income), by the jurisdiction (or any political
subdivision thereof) under the Laws of which such recipient is organized or in which its principal
office is located or, in the case of any Lender, in which its applicable Lending Office is located,
(b) any branch profits taxes imposed by the United States or any similar tax imposed by any other
jurisdiction in which such Borrower is located, (c) any backup withholding tax that is required by
the Code to be withheld from amounts payable to a Lender that has failed to comply with clause (A)
of Section 3.01(e)(iii), and (d) in the case of a Foreign Lender (other than an assignee pursuant
to a request by the Company under Section 10.13), any United States withholding tax that (i) is
required to be imposed on amounts payable to such Foreign Lender pursuant to the Laws in force at
the time such Foreign Lender becomes a party hereto (or designates a new Lending Office) or (ii) is
attributable to such Foreign Lender’s failure or inability (other than as a result of a Change in
Law) to comply with clause (B) of Section 3.01(e)(iii), except to the extent that such Foreign
Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office
(or assignment), to receive additional amounts from such Borrower with respect to such withholding
tax pursuant to Section 3.01(a)(ii) or (iii). Notwithstanding anything to the contrary contained
in this definition, “Excluded Taxes” shall not include any withholding tax imposed at any time on
payments made by or on behalf of a Foreign Obligor to any Lender hereunder or under any other Loan
Document, provided that such Lender shall have complied with Section 3.01(e)(ii).



“Existing Credit Agreement” means that certain Amended and Restated Loan Agreement dated as of
August 13, 2002 among the Company, Furmanite Limited, Bank of Scotland, as agent, and a syndicate
of lenders, as amended or modified prior to the Closing Date.



“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of
the rates on overnight Federal funds transactions with members of the Federal Reserve System
arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York
on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day,
the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding
Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so
published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the
average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of
America on such day on such transactions as determined by the Administrative Agent.



“Fee Letter” means the letter agreement, dated June 11, 2009, among the Company, the
Administrative Agent and Banc of America Securities LLC.



“FIFL” means Furmanite International Finance Limited, a corporation organized under the Laws
of the United Kingdom.



“Fixed Charges” means, for any period, for the Company and its Subsidiaries, the sum, without
duplication, of (a) Consolidated Interest Charges, plus (b) Restricted Payments made by the Company
or any Subsidiary (other than to the Company or any other Subsidiary), plus (c) the current portion
of Consolidated Funded Indebtedness.



“Fixed Charge Coverage Ratio” means, for any period, for the Company and its Subsidiaries, on
a combined basis, the ratio of (a) Consolidated EBITDA plus fees, costs or expenses that are
Restricted Payments under clause (b) of the definition of Restricted Payments (but only to the
extent that such fees, costs or expenses are deducted in calculating Consolidated Net Income) to
(b) Fixed Charges.



“FL” means Furmanite Limited, a corporation organized under the Laws of the United Kingdom.



“Foreign Lender” means, with respect to any Borrower, any Lender that is organized under the
Laws of a jurisdiction other than that in which such Borrower is resident for tax purposes
(including such a Lender when acting in the capacity of the L/C Issuer). For purposes of this
definition, the United States, each State thereof and the District of Columbia shall be deemed to
constitute a single jurisdiction.



“Foreign Obligor” means a Loan Party that is a Foreign Subsidiary.



“Foreign Subsidiary” means any Subsidiary that is organized under the laws of a jurisdiction
other than the United States, a State thereof or the District of Columbia.



“FRB” means the Board of Governors of the Federal Reserve System of the United States.



“Fund” means any Person (other than a natural person) that is (or will be) engaged in making,
purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in
the ordinary course of its activities.



“Funded Debt to EBITDA Ratio” means, as of any date of determination, for the Company and its
Subsidiaries, the ratio of (a) Consolidated Funded Indebtedness as of such date less the amount of
unrestricted cash and cash equivalents on the Company’s and its Subsidiaries consolidated balance
sheet as of such date, to (b) Consolidated EBITDA for the period of the four fiscal quarters ended
on such date.



“GAAP” means generally accepted accounting principles in the United States set forth in the
opinions and pronouncements of the Accounting Principles Board and the American Institute of
Certified Public Accountants and statements and pronouncements of the Financial Accounting
Standards Board or such other principles as may be approved by a significant segment of the
accounting profession in the United States, that are applicable to the circumstances as of the date
of determination, consistently applied.



“Governmental Authority” means the government of the United States or any other nation, or of
any political subdivision thereof, whether state or local, and any agency, authority,
instrumentality, regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to
government (including any supra-national bodies such as the European Union or the European Central
Bank).



“Guarantee” means, as to any Person, any (a) any obligation, contingent or otherwise, of such
Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other
obligation payable or performable by another Person (the “primary obligor”) in any manner, whether
directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to
purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or
other obligation, (ii) to purchase or lease property, securities or services for the purpose of
assuring the obligee in respect of such Indebtedness or other obligation of the payment or
performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity
capital or any other financial statement condition or liquidity or level of income or cash flow of
the primary obligor so as to enable the primary obligor to pay such Indebtedness or other
obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in
respect of such Indebtedness or other obligation of the payment or performance thereof or to
protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any
assets of such Person securing any Indebtedness or other obligation of any other Person, whether or
not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or
otherwise, of any holder of such Indebtedness to obtain any such Lien). The amount of any
Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related
primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not
stated or determinable, the maximum reasonably anticipated liability in respect thereof as
determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a
corresponding meaning.



“Guaranty and Collateral Agreement” means the Guaranty and Collateral Agreement made by the
Borrowers and Subsidiary Guarantors in favor of the Administrative Agent and the Lenders,
substantially in the form of Exhibit F.



“Hazardous Materials” means all explosive or radioactive substances or wastes and all
hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum
distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas,
infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to
any Environmental Law.



“Honor Date” has the meaning specified in Section 2.03(c)(i).



“Impacted Lender” means a Defaulting Lender or a Lender (a) as to which an entity that
Controls such Lender has become insolvent or become subject to a bankruptcy or other similar
proceeding or (b) which has defaulted in fulfilling, and on the applicable date continues to remain
in default in fulfilling, its obligations under one or more credit facilities other than this
Agreement.



“Indebtedness” means, as to any Person at a particular time, without duplication, all of the
following, whether or not included as indebtedness or liabilities in accordance with GAAP:




(a) all obligations of such Person for borrowed money and all obligations of such
Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;




(b) all direct or contingent obligations of such Person arising under letters of credit
(including standby and commercial), bankers’ acceptances, bank guaranties and similar
instruments;




(c) net obligations of such Person under any Swap Contract;




(d) all obligations of such Person to pay the deferred purchase price of property or
services (other than trade accounts payable in the ordinary course of business);




(e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property
owned or being purchased by such Person (including indebtedness arising under conditional
sales or other title retention agreements), whether or not such indebtedness shall have been
assumed by such Person or is limited in recourse;




(f) capital leases and Synthetic Lease Obligations;




(g) all obligations of such Person to purchase, redeem, retire, defease or otherwise
make any payment in respect of any Equity Interest in such Person or any other Person,
valued, in the case of a redeemable preferred interest, at the greater of its voluntary or
involuntary liquidation preference plus accrued and unpaid dividends; and




(h) all Guarantees of such Person in respect of any of the foregoing.



For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any
partnership or joint venture (other than a joint venture that is itself a corporation or limited
liability company) in which such Person is a general partner or a joint venturer, unless such
Indebtedness is expressly made non-recourse to such Person. The amount of any net obligation under
any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such
date. The amount of any capital lease or Synthetic Lease Obligation as of any date shall be deemed
to be the amount of Attributable Indebtedness in respect thereof as of such date.



“Indemnified Taxes” means Taxes other than Excluded Taxes.



“Indemnitees” has the meaning specified in Section 10.04(b).



“Information” has the meaning specified in Section 10.07.



“Intercompany Notes” means promissory notes, in form and substance reasonably satisfactory to
the Administrative Agent, executed by Subsidiaries of the Company in favor of the Borrowers,
evidencing loans and advances made by the Borrowers to such Subsidiaries.



“Interest Payment Date” means, (a) as to any Loan other than a Base Rate Loan, the last day of
each Interest Period applicable to such Loan and the Maturity Date; provided, however, that if any
Interest Period for a Eurocurrency Rate Loan exceeds three months, the respective dates that fall
every three months after the beginning of such Interest Period shall also be Interest Payment
Dates; and (b) as to any Base Rate Loan (including a Swing Line Loan), the last Business Day of
each March, June, September and December and the Maturity Date.



“Interest Period” means, as to each Eurocurrency Rate Loan, the period commencing on the date
such Eurocurrency Rate Loan is disbursed or converted to or continued as a Eurocurrency Rate Loan
and ending on the date one, two, three, six or nine months thereafter, as selected by the Company
in its Committed Loan Notice or such other period that is twelve months or less requested by the
Company and consented to by all the Lenders; provided that:




(a) any Interest Period that would otherwise end on a day that is not a Business Day
shall be extended to the next succeeding Business Day unless such Business Day falls in
another calendar month, in which case such Interest Period shall end on the next preceding
Business Day;




(b) any Interest Period that begins on the last Business Day of a calendar month (or on
a day for which there is no numerically corresponding day in the calendar month at the end
of such Interest Period) shall end on the last Business Day of the calendar month at the end
of such Interest Period; and




(c) no Interest Period shall extend beyond the Maturity Date.



“Investment” means, as to any Person, any direct or indirect acquisition or investment by such
Person, whether by means of (a) the purchase or other acquisition of capital stock or other
securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or
assumption of debt of, or purchase or other acquisition of any other debt or equity participation
or interest in, another Person, including any partnership or joint venture interest in such other
Person and any arrangement pursuant to which the investor Guarantees Indebtedness of such other
Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions)
of assets of another Person that constitute a business unit. For purposes of covenant compliance,
the amount of any Investment shall be the amount actually invested, without adjustment for
subsequent increases or decreases in the value of such Investment.



“IP Rights” has the meaning specified in Section 5.19.



“IRS” means the United States Internal Revenue Service.



“ISP” means, with respect to any Letter of Credit, the “International Standby Practices 1998”
published by the Institute of International Banking Law & Practice, Inc. (or such later version
thereof as may be in effect at the time of issuance).



“Issuer Documents” means with respect to any Letter of Credit, the Letter of Credit
Application, and any other document, agreement and instrument entered into by the L/C Issuer and
the Company (or any Subsidiary) or in favor of the L/C Issuer and relating to such Letter of
Credit.



“Laws” means, collectively, all international, foreign, Federal, state and local statutes,
treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial
precedents or authorities, including the interpretation or administration thereof by any
Governmental Authority charged with the enforcement, interpretation or administration thereof, and
all applicable administrative orders, directed duties, requests, licenses, authorizations and
permits of, and agreements with, any Governmental Authority, in each case whether or not having the
force of law.



“L/C Advance” means, with respect to each Lender, such Lender’s funding of its participation
in any L/C Borrowing in accordance with its Applicable Percentage. All L/C Advances shall be
denominated in Dollars.



“L/C Borrowing” means an extension of credit resulting from a drawing under any Letter of
Credit which has not been reimbursed on the date when made or refinanced as a Committed Borrowing.
All L/C Borrowings shall be denominated in Dollars.



“L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or
extension of the expiry date thereof, or the increase of the amount thereof.



“L/C Issuer” means Bank of America in its capacity as issuer of Letters of Credit hereunder,
or any successor issuer of Letters of Credit hereunder.



“L/C Obligations” means, as at any date of determination, the aggregate amount available to be
drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts,
including all L/C Borrowings. For purposes of computing the amount available to be drawn under any
Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with
Section 1.09. For all purposes of this Agreement, if on any date of determination a Letter of
Credit has expired by its terms but any amount may still be drawn thereunder by reason of the
operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the
amount so remaining available to be drawn.



“Lender” has the meaning specified in the introductory paragraph hereto and, as the context
requires, includes the Swing Line Lender.



“Lender Swap Contracts” means all Swap Contracts made or entered into at any time, or in
effect at any time, whether directly or indirectly, and whether as a result of assignment or
transfer or otherwise, between the Company or any Subsidiary and any Lender Swap Provider.



“Lender Swap Provider” means any Lender or Affiliate of a Lender that is a party to a Swap
Contract with the Company or any Subsidiary, in its capacity as party to such Swap Contract;
provided, however, that in the event that such Person ceases to be a Lender or an Affiliate of a
Lender, such Person shall no longer be a “Lender Swap Provider.”



“Lending Office” means, as to any Lender, the office or offices of such Lender described as
such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may
from time to time notify the Company and the Administrative Agent.



“Letter of Credit” means any standby letter of credit issued hereunder. Letters of Credit may
be issued in Dollars or in an Alternative Currency.



“Letter of Credit Application” means an application and agreement for the issuance or
amendment of a Letter of Credit in the form from time to time in use by the L/C Issuer.



“Letter of Credit Expiration Date” means the day that is seven days prior to the Maturity Date
then in effect (or, if such day is not a Business Day, the next preceding Business Day).



“Letter of Credit Fee” has the meaning specified in Section 2.03(i).



“Letter of Credit Sublimit” means an amount equal to $20,000,000. The Letter of Credit
Sublimit is part of, and not in addition to, the Aggregate Commitments.



“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement,
encumbrance, lien (statutory or other), charge, or preference, priority or other security interest
or preferential arrangement in the nature of a security interest of any kind or nature whatsoever
(including any conditional sale or other title retention agreement, any easement, right of way or
other encumbrance on title to real property, and any financing lease having substantially the same
economic effect as any of the foregoing).



“Loan” means an extension of credit by a Lender to a Borrower under Article II in the form of
a Committed Loan or a Swing Line Loan.



“Loan Documents” means this Agreement, each Designated Borrower Request and Assumption
Agreement, each Note, each Issuer Document, the Fee Letter and the Collateral Documents.



“Loan Parties” means, collectively, the Company, each Subsidiary Guarantor and each Designated
Borrower.



“Mandatory Cost” means, with respect to any period, the percentage rate per annum determined
in accordance with Schedule 1.01.



“Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect
upon, the operations, business, properties, liabilities (actual or contingent), condition
(financial or otherwise) or prospects of the Company or the Company and its Subsidiaries taken as a
whole; (b) a material impairment of the ability of any Loan Party to perform its obligations under
any Loan Document to which it is a party; or (c) a material adverse effect upon the legality,
validity, binding effect or enforceability against any Loan Party of any Loan Document to which it
is a party.



“Material Contract” means, with respect to any Person, each contract to which such Person is a
party involving aggregate consideration payable to or by such Person of $1,000,000 or more in any
year or otherwise material to the business, condition (financial or otherwise), operations,
performance, properties or prospects of such Person.



“Maturity Date” means January 31, 2013; provided, however, that if such date is not a Business
Day, the Maturity Date shall be the next preceding Business Day.



“Material Subsidiary” means (a) each Domestic Subsidiary other than a Dormant Subsidiary, (b)
each Foreign Subsidiary other than a Dorman Subsidiary, organized under the Laws of the United
Kingdom or Australia, (c) Furmanite Holding B.V., a Foreign Subsidiary organized under the Laws of
the Netherlands and (d) each other Foreign Subsidiary whose (i) consolidated assets constituted 5%
(7.5% for Foreign Subsidiaries organized under the Laws of France or Norway) or more of the
consolidated assets of the Company and its Subsidiaries as of the end of the most recently ended
fiscal quarter of the Company or (ii) consolidated gross revenues constituted 5% (7.5% for Foreign
Subsidiaries organized under the Laws of France or Norway) or more of the consolidated gross
revenues of the Company and its Subsidiaries for the most recently ended four fiscal quarter period
of the Company.



“Multiemployer Plan” means any employee benefit plan of the type described in
Section 4001(a)(3) of ERISA, to which the Company or any ERISA Affiliate makes or is obligated to
make contributions, or during the preceding five plan years, has made or been obligated to make
contributions.



“Non-Extension Notice Date” has the meaning specified in Section 2.03(b)(iii).



“Note” means a promissory note made by a Borrower in favor of a Lender evidencing Loans made
by such Lender to such Borrower, substantially in the form of Exhibit C.



“Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties
of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan or Letter
of Credit, whether direct or indirect (including those acquired by assumption), absolute or
contingent, due or to become due, now existing or hereafter arising and including interest and fees
that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any
proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding,
regardless of whether such interest and fees are allowed claims in such proceeding; provided, that
all references to the “Obligations” in the Collateral Documents shall, in addition to the
foregoing, also include all present and future indebtedness, liabilities and obligations of the
Company or any Subsidiary pursuant to any Lender Swap Contract or any Cash Management Agreement.



“Organization Documents” means, (a) with respect to any corporation, the certificate or
articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with
respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the
certificate or articles of formation or organization and operating agreement; and (c) with respect
to any partnership, joint venture, trust or other form of business entity, the partnership, joint
venture or other applicable agreement of formation or organization and any agreement, instrument,
filing or notice with respect thereto filed in connection with its formation or organization with
the applicable Governmental Authority in the jurisdiction of its formation or organization and, if
applicable, any certificate or articles of formation or organization of such entity.



“Other Taxes” means all present or future stamp or documentary taxes or any other excise or
property taxes, charges or similar levies arising from any payment made hereunder or under any
other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect
to, this Agreement or any other Loan Document.



“Outstanding Amount” means (i) with respect to Committed Loans on any date, the Dollar
Equivalent amount of the aggregate outstanding principal amount thereof after giving effect to any
borrowings and prepayments or repayments of such Committed Loans occurring on such date; (ii) with
respect to Swing Line Loans on any date, the aggregate outstanding principal amount thereof after
giving effect to any borrowings and prepayments or repayments of such Swing Line Loans occurring on
such date; and (iii) with respect to any L/C Obligations on any date, the Dollar Equivalent amount
of the aggregate outstanding amount of such L/C Obligations on such date after giving effect to any
L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the
L/C Obligations as of such date, including as a result of any reimbursements by the Company of
Unreimbursed Amounts.



“Overnight Rate” means, for any day, (a) with respect to any amount denominated in Dollars,
the greater of (i) the Federal Funds Rate and (ii) an overnight rate determined by the
Administrative Agent, the L/C Issuer, or the Swing Line Lender, as the case may be, in accordance
with banking industry rules on interbank compensation, and (b) with respect to any amount
denominated in an Alternative Currency, the rate of interest per annum at which overnight deposits
in the applicable Alternative Currency, in an amount approximately equal to the amount with respect
to which such rate is being determined, would be offered for such day by a branch or Affiliate of
Bank of America in the applicable offshore interbank market for such currency to major banks in
such interbank market.



“Parent” means Furmanite Corporation, a Delaware corporation.



“Participant” has the meaning specified in Section 10.06(d).



“Participating Member State” means each state so described in any EMU Legislation.



“PBGC” means the Pension Benefit Guaranty Corporation.



“Pension Plan” means any “employee pension benefit plan” (as such term is defined in
Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and
is sponsored or maintained by the Company or any ERISA Affiliate or to which the Company or any
ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple
employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time
during the immediately preceding five plan years.



“Person” means any natural person, corporation, limited liability company, trust, joint
venture, association, company, partnership, Governmental Authority or other entity.



“Plan” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA)
established by the Company or, with respect to any such plan that is subject to Section 412 of the
Code or Title IV of ERISA, any ERISA Affiliate.



“Platform” has the meaning specified in Section 6.02.



“Public Lender” has the meaning specified in Section 6.02.



“Register” has the meaning specified in Section 10.06(c).



“Related Parties” means, with respect to any Person, such Person’s Affiliates and the
partners, directors, officers, employees, agents, trustees and advisors of such Person and of such
Person’s Affiliates.



“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than
events for which the 30 day notice period has been waived.



“Request for Credit Extension” means (a) with respect to a Borrowing, conversion or
continuation of Committed Loans, a Committed Loan Notice, (b) with respect to an L/C Credit
Extension, a Letter of Credit Application, and (c) with respect to a Swing Line Loan, a Swing Line
Loan Notice.



“Required Lenders” means, as of any date of determination, at least two Lenders having at
least 66-2/3% of the Aggregate Commitments or, if the commitment of each Lender to make Loans and
the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to
Section 8.02, at least two Lenders holding in the aggregate at least 66-2/3% of the Total
Outstandings (with the aggregate amount of each Lender’s risk participation and funded
participation in L/C Obligations and Swing Line Loans being deemed “held” by such Lender for
purposes of this definition); provided that the Commitment of, and the portion of the Total
Outstandings held or deemed held by, any Impacted Lender shall be excluded for purposes of making a
determination of Required Lenders.



“Responsible Officer” means the chief executive officer, president, chief financial officer,
treasurer, assistant treasurer or controller of a Loan Party. Any document delivered hereunder
that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been
authorized by all necessary corporate, partnership and/or other action on the part of such Loan
Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such
Loan Party.



“Restricted Payment” means (a) any dividend or other distribution (whether in cash, securities
or other property) with respect to any capital stock or other Equity Interest of the Company or any
Subsidiary, or any payment (whether in cash, securities or other property), including any sinking
fund or similar deposit, on account of the purchase, redemption, retirement, acquisition,
cancellation or termination of any such capital stock or other Equity Interest, or on account of
any return of capital to the Company’s or any Subsidiary’s stockholders, partners or members (or
the equivalent Person thereof), and (b) any other payment by the Company or any Subsidiary to the
Parent or any of its Subsidiaries (other than the Company or any Subsidiary), whether such payment
is a payment of fees or other amounts for services rendered, a repayment of indebtedness owing, a
reimbursement of costs and expenses incurred, or other type of payment, and whether such payment is
pursuant to a written agreement or otherwise.



“Revaluation Date” means (a) with respect to any Loan, each of the following: (i) each date
of a Borrowing of a Eurocurrency Rate Loan denominated in an Alternative Currency, (ii) each date
of a continuation of a Eurocurrency Rate Loan denominated in an Alternative Currency pursuant to
Section 2.02, and (iii) such additional dates as the Administrative Agent shall determine or the
Required Lenders shall require; and (b) with respect to any Letter of Credit, each of the
following: (i) each date of issuance of a Letter of Credit denominated in an Alternative Currency,
(ii) each date of an amendment of any such Letter of Credit having the effect of increasing the
amount thereof (solely with respect to the increased amount), (iii) each date of any payment by the
L/C Issuer under any Letter of Credit denominated in an Alternative Currency, and (iv) such
additional dates as the Administrative Agent or the L/C Issuer shall determine or the Required
Lenders shall require.



“Risk Participation Cash Collateral” means, with respect to any Letter of Credit, cash or
deposit account balances pledged, as collateral, and deposited with or delivered to the
Administrative Agent for the benefit of the L/C Issuer, in an amount equal to (a) the aggregate
Applicable Percentages of all Impacted Lenders times (b) the amount available to be drawn under
such Letter of Credit, such pledge to be made pursuant to documentation in form and substance
reasonably satisfactory to the Administrative Agent and the L/C Issuer (which documentation is
hereby consented to by the Lenders).



“Same Day Funds” means (a) with respect to disbursements and payments in Dollars, immediately
available funds, and (b) with respect to disbursements and payments in an Alternative Currency,
same day or other funds as may be determined by the Administrative Agent or the L/C Issuer, as the
case may be, to be customary in the place of disbursement or payment for the settlement of
international banking transactions in the relevant Alternative Currency.



“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding
to any of its principal functions.



“Secured Parties” means, collectively, the Administrative Agent, the Lenders, the L/C Issuer,
each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to
Section 9.05, the Lender Swap Providers, the Cash Management Banks, and the other Persons the
Obligations owing to which are or are purported to be secured by the Collateral under the terms of
the Collateral Documents.



“Solvent” and “Solvency” mean, with respect to any Person on any date of determination, that
on such date (a) the fair value of the property of such Person is greater than the total amount of
liabilities, including contingent liabilities, of such Person, (b) the present fair salable value
of the assets of such Person is not less than the amount that will be required to pay the probable
liability of such Person on its debts as they become absolute and matured, (c) such Person does not
intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s
ability to pay such debts and liabilities as they mature, (d) such Person is not engaged in
business or a transaction, and is not about to engage in business or a transaction, for which such
Person’s property would constitute an unreasonably small capital, and (e) such Person is able to
pay its debts and liabilities, contingent obligations and other commitments as they mature in the
ordinary course of business. The amount of contingent liabilities at any time shall be computed as
the amount that, in the light of all the facts and circumstances existing at such time, represents
the amount that can reasonably be expected to become an actual or matured liability.



“Special Notice Currency” means at any time an Alternative Currency, other than the currency
of a country that is a member of the Organization for Economic Cooperation and Development at such
time located in North America or Europe.



“Spot Rate” for a currency means the rate determined by the Administrative Agent or the L/C
Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate
for the purchase by such Person of such currency with another currency through its principal
foreign exchange trading office at approximately 10:00 a.m. on the date two Business Days prior to
the date as of which the foreign exchange computation is made; provided that the Administrative
Agent or the L/C Issuer may obtain such spot rate from another financial institution designated by
the Administrative Agent or the L/C Issuer if the Person acting in such capacity does not have as
of the date of determination a spot buying rate for any such currency; and provided further that
the L/C Issuer may use such spot rate quoted on the date as of which the foreign exchange
computation is made in the case of any Letter of Credit denominated in an Alternative Currency.



“Sterling” and “£” mean the lawful currency of the United Kingdom.



“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability
company or other business entity of which a majority of the shares of securities or other interests
having ordinary voting power for the election of directors or other governing body (other than
securities or interests having such power only by reason of the happening of a contingency) are at
the time beneficially owned, or the management of which is otherwise controlled, directly, or
indirectly through one or more intermediaries, or both, by such Person. Unless otherwise
specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary
or Subsidiaries of the Company.



“Subsidiary Guarantors” means, collectively, all Material Subsidiaries of the Company, other
than any Material Subsidiary that is a Dormant Subsidiary.



“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative
transactions, forward rate transactions, commodity swaps, commodity options, forward commodity
contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or
options or forward bond or forward bond price or forward bond index transactions, interest rate
options, forward foreign exchange transactions, cap transactions, floor transactions, collar
transactions, currency swap transactions, cross-currency rate swap transactions, currency options,
spot contracts, or any other similar transactions or any combination of any of the foregoing
(including any options to enter into any of the foregoing), whether or not any such transaction is
governed by or subject to any master agreement, and (b) any and all transactions of any kind, and
the related confirmations, which are subject to the terms and conditions of, or governed by, any
form of master agreement published by the International Swaps and Derivatives Association, Inc.,
any International Foreign Exchange Master Agreement, or any other master agreement (any such master
agreement, together with any related schedules, a “Master Agreement”), including any such
obligations or liabilities under any Master Agreement.



“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking
into account the effect of any legally enforceable netting agreement relating to such Swap
Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and
termination value(s) determined in accordance therewith, such termination value(s), and (b) for any
date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market
value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily
available quotations provided by any recognized dealer in such Swap Contracts (which may include a
Lender or any Affiliate of a Lender).



“Swing Line Borrowing” means a borrowing of a Swing Line Loan pursuant to Section 2.04.



“Swing Line Lender” means Bank of America in its capacity as provider of Swing Line Loans, or
any successor swing line lender hereunder.



“Swing Line Loan” has the meaning specified in Section 2.04(a).



“Swing Line Loan Notice” means a notice of a Swing Line Borrowing pursuant to Section 2.04(b),
which, if in writing, shall be substantially in the form of Exhibit B.



“Swing Line Sublimit” means an amount equal to the lesser of (a) $5,000,000 and (b) the
Aggregate Commitments. The Swing Line Sublimit is part of, and not in addition to, the Aggregate
Commitments.



“Synthetic Lease Obligation” means the monetary obligation of a Person under (a) a so-called
synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession
of property creating obligations that do not appear on the balance sheet of such Person but which,
upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of
such Person (without regard to accounting treatment).



“Tangible Assets” means, with respect to any Person, all the assets of such Person less the
amount of any write-up in the book value of any assets resulting from the revaluation thereof, less
the aggregate amount of all amounts appearing on the asset side of the balance sheet for goodwill,
patents, patent rights, trademarks, trade names, copyrights, franchises, treasury stock,
organizational expenses, prepaid expenses and other intangible items, if any, all determined in
accordance with GAAP.



“TARGET Day” means any day on which the Trans-European Automated Real-time Gross Settlement
Express Transfer (TARGET) payment system (or, if such payment system ceases to be operative, such
other payment system (if any) determined by the Administrative Agent to be a suitable replacement)
is open for the settlement of payments in Euro.



“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings
(including backup withholding), assessments, fees or other charges imposed by any Governmental
Authority, including any interest, additions to tax or penalties applicable thereto.



“Threshold Amount” means $1,000,000.



“Total Outstandings” means the aggregate Outstanding Amount of all Loans and all L/C
Obligations.



“Type” means, with respect to a Committed Loan, its character as a Base Rate Loan or a
Eurocurrency Rate Loan.



“Unfunded Pension Liability” means the excess of a Pension Plan’s benefit liabilities under
Section 4001(a)(16) of ERISA, over the current value of that Pension Plan’s assets, determined in
accordance with the assumptions used for funding the Pension Plan pursuant to Section 412 of the
Code for the applicable plan year.



“United States” and “U.S.” mean the United States of America.



“Unreimbursed Amount” has the meaning specified in Section 2.03(c)(i).



1.02 Other Interpretive Provisions. With reference to this Agreement and each other Loan Document,
unless otherwise specified herein or in such other Loan Document:




(a) The definitions of terms herein shall apply equally to the singular and plural
forms of the terms defined. Whenever the context may require, any pronoun shall include the
corresponding masculine, feminine and neuter forms. The words “include,” “includes” and
“including” shall be deemed to be followed by the phrase “without limitation.” The word
“will” shall be construed to have the same meaning and effect as the word “shall.” Unless
the context requires otherwise, (i) any definition of or reference to any agreement,
instrument or other document (including any Organization Document) shall be construed as
referring to such agreement, instrument or other document as from time to time amended,
supplemented or otherwise modified (subject to any restrictions on such amendments,
supplements or modifications set forth herein or in any other Loan Document), (ii) any
reference herein to any Person shall be construed to include such Person’s successors and
assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import
when used in any Loan Document, shall be construed to refer to such Loan Document in its
entirety and not to any particular provision thereof, (iv) all references in a Loan Document
to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and
Sections of, and Exhibits and Schedules to, the Loan Document in which such references
appear, (v) any reference to any law shall include all statutory and regulatory provisions
consolidating, amending, replacing or interpreting such law and any reference to any law or
regulation shall, unless otherwise specified, refer to such law or regulation as amended,
modified or supplemented from time to time, and (vi) the words “asset” and “property” shall
be construed to have the same meaning and effect and to refer to any and all tangible and
intangible assets and properties, including cash, securities, accounts and contract rights.




(b) In the computation of periods of time from a specified date to a later specified
date, the word “from” means “from and including;” the words “to” and “until” each mean “to
but excluding;” and the word “through” means “to and including.”




(c) Section headings herein and in the other Loan Documents are included for
convenience of reference only and shall not affect the interpretation of this Agreement or
any other Loan Document.



1.03 Accounting Terms.




(a) Generally. All accounting terms not specifically or completely defined herein
shall be construed in conformity with, and all financial data (including financial ratios
and other financial calculations) required to be submitted pursuant to this Agreement shall
be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time
to time, applied in a manner consistent with that used in preparing the Audited Financial
Statements, except as otherwise specifically prescribed herein.




(b) Changes in GAAP. If at any time any change in GAAP would affect the computation of
any financial ratio or requirement set forth in any Loan Document, and either the Company or
the Required Lenders shall so request, the Administrative Agent, the Lenders and the Company
shall negotiate in good faith to amend such ratio or requirement to preserve the original
intent thereof in light of such change in GAAP (subject to the approval of the Required
Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to
be computed in accordance with GAAP prior to such change therein and (ii) the Company shall
provide to the Administrative Agent and the Lenders financial statements and other documents
required under this Agreement or as reasonably requested hereunder setting forth a
reconciliation between calculations of such ratio or requirement made before and after
giving effect to such change in GAAP.



1.04 Rounding. Any financial ratios required to be maintained by the Company pursuant to this
Agreement shall be calculated by dividing the appropriate component by the other component,
carrying the result to one place more than the number of places by which such ratio is expressed
herein and rounding the result up or down to the nearest number (with a rounding-up if there is no
nearest number).



1.05 Exchange Rates; Currency Equivalents.




(a) The Administrative Agent or the L/C Issuer, as applicable, shall determine the Spot
Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of
Credit Extensions and Outstanding Amounts denominated in Alternative Currencies. Such Spot
Rates shall become effective as of such Revaluation Date and shall be the Spot Rates
employed in converting any amounts between the applicable currencies until the next
Revaluation Date to occur. Except for purposes of financial statements delivered by Loan
Parties hereunder or calculating financial covenants hereunder or except as otherwise
provided herein, the applicable amount of any currency (other than Dollars) for purposes of
the Loan Documents shall be such Dollar Equivalent amount as so determined by the
Administrative Agent or the L/C Issuer, as applicable.




(b) Wherever in this Agreement in connection with a Committed Borrowing, conversion,
continuation or prepayment of a Eurocurrency Rate Loan or the issuance, amendment or
extension of a Letter of Credit, an amount, such as a required minimum or multiple amount,
is expressed in Dollars, but such Committed Borrowing, Eurocurrency Rate Loan or Letter of
Credit is denominated in an Alternative Currency, such amount shall be the relevant
Alternative Currency Equivalent of such Dollar amount (rounded to the nearest unit of such
Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the
Administrative Agent or the L/C Issuer, as the case may be.



1.06 Additional Alternative Currencies.




(a) The Company may from time to time request that Eurocurrency Rate Loans be made
and/or Letters of Credit be issued in a currency other than those specifically listed in the
definition of “Alternative Currency;” provided that such requested currency is a lawful
currency (other than Dollars) that is readily available and freely transferable and
convertible into Dollars. In the case of any such request with respect to the making of
Eurocurrency Rate Loans, such request shall be subject to the approval of the Administrative
Agent and the Lenders; and in the case of any such request with respect to the issuance of
Letters of Credit, such request shall be subject to the approval of the Administrative Agent
and the L/C Issuer.




(b) Any such request shall be made to the Administrative Agent not later than 10:00
a.m., 20 Business Days prior to the date of the desired Credit Extension (or such other time
or date as may be agreed by the Administrative Agent and, in the case of any such request
pertaining to Letters of Credit, the L/C Issuer, in its or their sole discretion). In the
case of any such request pertaining to Eurocurrency Rate Loans, the Administrative Agent
shall promptly notify each Lender thereof; and in the case of any such request pertaining to
Letters of Credit, the Administrative Agent shall promptly notify the L/C Issuer thereof.
Each Lender (in the case of any such request pertaining to Eurocurrency Rate Loans) or the
L/C Issuer (in the case of a request pertaining to Letters of Credit) shall notify the
Administrative Agent, not later than 10:00 a.m., ten Business Days after receipt of such
request whether it consents, in its sole discretion, to the making of Eurocurrency Rate
Loans or the issuance of Letters of Credit, as the case may be, in such requested currency.




(c) Any failure by a Lender or the L/C Issuer, as the case may be, to respond to such
request within the time period specified in the preceding sentence shall be deemed to be a
refusal by such Lender or the L/C Issuer, as the case may be, to permit Eurocurrency Rate
Loans to be made or Letters of Credit to be issued in such requested currency. If the
Administrative Agent and all the Lenders consent to making Eurocurrency Rate Loans in such
requested currency, the Administrative Agent shall so notify the Company and such currency
shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for
purposes of any Committed Borrowings of Eurocurrency Rate Loans; and if the Administrative
Agent and the L/C Issuer consent to the issuance of Letters of Credit in such requested
currency, the Administrative Agent shall so notify the Company and such currency shall
thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of
any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to
any request for an additional currency under this Section 1.06, the Administrative Agent
shall promptly so notify the Company.



1.07 Change of Currency.




(a) Each obligation of the Borrowers to make a payment denominated in the national
currency unit of any member state of the European Union that adopts the Euro as its lawful
currency after the date hereof shall be redenominated into Euro at the time of such adoption
(in accordance with the EMU Legislation). If, in relation to the currency of any such
member state, the basis of accrual of interest expressed in this Agreement in respect of
that currency shall be inconsistent with any convention or practice in the London interbank
market for the basis of accrual of interest in respect of the Euro, such expressed basis
shall be replaced by such convention or practice with effect from the date on which such
member state adopts the Euro as its lawful currency; provided that if any Committed
Borrowing in the currency of such member state is outstanding immediately prior to such
date, such replacement shall take effect, with respect to such Committed Borrowing, at the
end of the then current Interest Period.




(b) Each provision of this Agreement shall be subject to such reasonable changes of
construction as the Administrative Agent may from time to time specify to be appropriate to
reflect the adoption of the Euro by any member state of the European Union and any relevant
market conventions or practices relating to the Euro.




(c) Each provision of this Agreement also shall be subject to such reasonable changes
of construction as the Administrative Agent may from time to time specify to be appropriate
to reflect a change in currency of any other country and any relevant market conventions or
practices relating to the change in currency.



1.08 Times of Day. Unless otherwise specified, all references herein to times of day shall be
references to Central time (daylight or standard, as applicable).



1.09 Letter of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit
at any time shall be deemed to be the Dollar Equivalent of the stated amount of such Letter of
Credit in effect at such time; provided, however, that with respect to any Letter of Credit that,
by its terms or the terms of any Issuer Document related thereto, provides for one or more
automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be
deemed to be the Dollar Equivalent of the maximum stated amount of such Letter of Credit after
giving effect to all such increases, whether or not such maximum stated amount is in effect at such
time.



Article II.

The Commitments and Credit Extensions




2.01 Committed Loans. Subject to the terms and conditions set forth herein, each Lender severally
agrees to make loans (each such loan, a “Committed Loan”) to the Borrowers in Dollars or in one or
more Alternative Currencies from time to time, on any Business Day during the Availability Period,
in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s
Commitment; provided, however, that after giving effect to any Committed Borrowing, (i) the Total
Outstandings shall not exceed the Aggregate Commitments, (ii) the aggregate Outstanding Amount of
the Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding
Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount
of all Swing Line Loans shall not exceed such Lender’s Commitment, (iii) the aggregate Outstanding
Amount of all Committed Loans made to the Designated Borrowers shall not exceed the Designated
Borrower Sublimit, and (iv) the aggregate Outstanding Amount of all Committed Loans denominated in
Alternative Currencies shall not exceed the Alternative Currency Sublimit. Within the limits of
each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers may
borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01.
Committed Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein.



2.02 Borrowings, Conversions and Continuations of Committed Loans.




(a) Each Committed Borrowing, each conversion of Committed Loans from one Type to the
other, and each continuation of Eurocurrency Rate Loans shall be made upon the Company’s
irrevocable notice to the Administrative Agent, which may be given by telephone. Each such
notice must be received by the Administrative Agent not later than 10:00 a.m. (i) three
Business Days prior to the requested date of any Borrowing of, conversion to or continuation
of Eurocurrency Rate Loans denominated in Dollars or of any conversion of Eurocurrency Rate
Loans denominated in Dollars to Base Rate Committed Loans, (ii) four Business Days (or five
Business Days in the case of a Special Notice Currency) prior to the requested date of any
Borrowing or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies,
and (iii) on the requested date of any Borrowing of Base Rate Committed Loans; provided,
however, that if the Company wishes to request Eurocurrency Rate Loans having an Interest
Period other than one, two, three, six or nine months in duration as provided in the
definition of “Interest Period,” the applicable notice must be received by the
Administrative Agent not later than 10:00 a.m. (i) four Business Days prior to the requested
date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in
Dollars, or (ii) five Business Days (or six Business days in the case of a Special Notice
Currency) prior to the requested date of such Borrowing, conversion or continuation of
Eurocurrency Rate Loans denominated in Alternative Currencies, whereupon the Administrative
Agent shall give prompt notice to the Lenders of such request and determine whether the
requested Interest Period is acceptable to all of them. Not later than 10:00 a.m.,
(i) three Business Days before the requested date of such Borrowing, conversion or
continuation of Eurocurrency Rate Loans denominated in Dollars, or (ii) four Business Days
(or five Business days in the case of a Special Notice Currency) prior to the requested date
of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in
Alternative Currencies, the Administrative Agent shall notify the Company (which notice may
be by telephone) whether or not the requested Interest Period has been consented to by all
the Lenders. Each telephonic notice by the Company pursuant to this Section 2.02(a) must be
confirmed promptly by delivery to the Administrative Agent of a written Committed Loan
Notice, appropriately completed and signed by a Responsible Officer of the Company. Each
Borrowing of, conversion to or continuation of Eurocurrency Rate Loans shall be in a
principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Except as
provided in Sections 2.03(c) and 2.04(c), each Committed Borrowing of or conversion to Base
Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of
$100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written)
shall specify (i) whether the Company is requesting a Committed Borrowing, a conversion of
Committed Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans,
(ii) the requested date of the Borrowing, conversion or continuation, as the case may be
(which shall be a Business Day), (iii) the principal amount of Committed Loans to be
borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to
which existing Committed Loans are to be converted, (v) if applicable, the duration of the
Interest Period with respect thereto, (vi) the currency of the Committed Loans to be
borrowed, and (vii) if applicable, the Designated Borrower. If the Company fails to specify
a currency in a Committed Loan Notice requesting a Borrowing, then the Committed Loans so
requested shall be made in Dollars. If the Company fails to specify a Type of Committed
Loan in a Committed Loan Notice or if the Company fails to give a timely notice requesting a
conversion or continuation, then the applicable Committed Loans shall be made as, or
converted to, Base Rate Loans; provided, however, that in the case of a failure to timely
request a continuation of Committed Loans denominated in an Alternative Currency, such Loans
shall be continued as Eurocurrency Rate Loans in their original currency with an Interest
Period of one month. Any automatic conversion to Base Rate Loans shall be effective as of
the last day of the Interest Period then in effect with respect to the applicable
Eurocurrency Rate Loans. If the Company requests a Borrowing of, conversion to, or
continuation of Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to
specify an Interest Period, it will be deemed to have specified an Interest Period of one
month. No Committed Loan may be converted into or continued as a Committed Loan denominated
in a different currency, but instead must be prepaid in the original currency of such
Committed Loan and reborrowed in the other currency.




(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall
promptly notify each Lender of the amount (and currency) of its Applicable Percentage of the
applicable Committed Loans, and if no timely notice of a conversion or continuation is
provided by the Company, the Administrative Agent shall notify each Lender of the details of
any automatic conversion to Base Rate Loans or continuation of Committed Loans denominated
in a currency other than Dollars, in each case as described in the preceding subsection. In
the case of a Committed Borrowing, each Lender shall make the amount of its Committed Loan
available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office
for the applicable currency not later than 12:00 noon, in the case of any Committed Loan
denominated in Dollars, and not later than the Applicable Time specified by the
Administrative Agent in the case of any Committed Loan in an Alternative Currency, in each
case on the Business Day specified in the applicable Committed Loan Notice. Upon
satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing
is the initial Credit Extension, Section 4.01), the Administrative Agent shall make all
funds so received available to the Company or the other applicable Borrower in like funds as
received by the Administrative Agent either by (i) crediting the account of such Borrower on
the books of Bank of America with the amount of such funds or (ii) wire transfer of such
funds, in each case in accordance with instructions provided to (and reasonably acceptable
to) the Administrative Agent by the Company; provided, however, that if, on the date the
Committed Loan Notice with respect to such Borrowing denominated in Dollars is given by the
Company, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first,
shall be applied to the payment in full of any such L/C Borrowings, and, second, shall be
made available to the applicable Borrower as provided above.




(c) Except as otherwise provided herein, a Eurocurrency Rate Loan may be continued or
converted only on the last day of an Interest Period for such Eurocurrency Rate Loan.
During the existence of a Default, no Loans may be requested as, converted to or continued
as Eurocurrency Rate Loans (whether in Dollars or any Alternative Currency) without the
consent of the Required Lenders, and the Required Lenders may demand that any or all of the
then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid,
or redenominated into Dollars in the amount of the Dollar Equivalent thereof, on the last
day of the then current Interest Period with respect thereto.




(d) The Administrative Agent shall promptly notify the Company and the Lenders of the
interest rate applicable to any Interest Period for Eurocurrency Rate Loans upon
determination of such interest rate. At any time that Base Rate Loans are outstanding, the
Administrative Agent shall notify the Company and the Lenders of any change in Bank of
America’s prime rate used in determining the Base Rate promptly following the public
announcement of such change.




(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans
from one Type to the other, and all continuations of Committed Loans as the same Type, there
shall not be more than ten Interest Periods in effect with respect to Committed Loans.



2.03 Letters of Credit.




(a) The Letter of Credit Commitment.




(i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer
agrees, in reliance upon the agreements of the Lenders set forth in this
Section 2.03, (1) from time to time on any Business Day during the period from the
date of this Agreement until the Letter of Credit Expiration Date, to issue Letters
of Credit denominated in Dollars or in one or more Alternative Currencies for the
account of the Company or its Subsidiaries, and to amend Letters of Credit
previously issued by it, in accordance with subsection (b) below, and (2) to honor
drawings under the Letters of Credit; and (B) the Lenders severally agree to
participate in Letters of Credit issued for the account of the Company or its
Subsidiaries and any drawings thereunder; provided that after giving effect to any
L/C Credit Extension with respect to any Letter of Credit, (x) the Total
Outstandings shall not exceed the Aggregate Commitments, (y) the aggregate
Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s
Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such
Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans
shall not exceed such Lender’s Commitment, and (z) the Outstanding Amount of the L/C
Obligations shall not exceed the Letter of Credit Sublimit. Each request by the
Company for the issuance or amendment of a Letter of Credit shall be deemed to be a
representation by the Company that the L/C Credit Extension so requested complies
with the conditions set forth in the proviso to the preceding sentence. Within the
foregoing limits, and subject to the terms and conditions hereof, the Company’s
ability to obtain Letters of Credit shall be fully revolving, and accordingly the
Company may, during the foregoing period, obtain Letters of Credit to replace
Letters of Credit that have expired or that have been drawn upon and reimbursed.




(ii) The L/C Issuer shall not issue any Letter of Credit, if:




(A) the expiry date of such requested Letter of Credit would occur more
than twelve months after the date of issuance, unless the Required Lenders
have approved such expiry date; or




(B) the expiry date of such requested Letter of Credit would occur
after the Letter of Credit Expiration Date, unless all the Lenders have
approved such expiry date.




(iii) The L/C Issuer shall not be under any obligation to issue any Letter of
Credit if:




(A) any order, judgment or decree of any Governmental Authority or
arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer
from issuing such Letter of Credit, or any Law applicable to the L/C Issuer
or any request or directive (whether or not having the force of law) from
any Governmental Authority with jurisdiction over the L/C Issuer shall
prohibit, or request that the L/C Issuer refrain from, the issuance of
letters of credit generally or such Letter of Credit in particular or shall
impose upon the L/C Issuer with respect to such Letter of Credit any
restriction, reserve or capital requirement (for which the L/C Issuer is not
otherwise compensated hereunder) not in effect on the date of this
Agreement, or shall impose upon the L/C Issuer any unreimbursed loss, cost
or expense which was not applicable on the date of this Agreement and which
the L/C Issuer in good faith deems material to it;




(B) the issuance of such Letter of Credit would violate one or more
policies of the L/C Issuer applicable to letters of credit generally;




(C) except as otherwise agreed by the Administrative Agent and the L/C
Issuer, such Letter of Credit is in an initial stated amount less than
$100,000;




(D) except as otherwise agreed by the Administrative Agent and the L/C
Issuer, such Letter of Credit is to be denominated in a currency other than
Dollars or an Alternative Currency;




(E) the L/C Issuer does not as of the issuance date of such requested
Letter of Credit issue Letters of Credit in the requested currency;




(F) such Letter of Credit contains any provisions for automatic
reinstatement of the stated amount after any drawing thereunder;
or




(G) a default of any Lender’s obligation to fund under Section 2.03(c)
exists or any Lender is an Impacted Lender, unless the L/C Issuer has
entered into arrangements satisfactory to it (including, without limitation,
arrangements for the provision of Risk Participation Cash Collateral) with
the Borrowers or such Lender to eliminate the L/C Issuer’s risk with respect
to such Lender; provided, that, if the Borrowers provide Risk Participation
Cash Collateral with respect to a Letter of Credit requested to be issued
hereunder, the L/C Issuer shall not be entitled to rely on this clause as
justification for not issuing such Letter of Credit. To the extent that the
Borrowers provide Risk Participation Cash Collateral, the Borrowers hereby
grant to the Administrative Agent, for the benefit of the L/C Issuer, a
security interest in all cash, deposit accounts and all balances therein
constituting such Risk Participation Cash Collateral and all proceeds of the
foregoing solely as security for the purposes described under
Section 2.03(c)(ii) hereof. Such Risk Participation Cash Collateral shall
be maintained in blocked, non-interest bearing transaction accounts with the
Administrative Agent; provided that (1) in the event that any Lender on
account of whom such Risk Participation Cash Collateral was delivered shall
no longer be an Impacted Lender, the Administrative Agent shall return to
the pledgor such portion of Risk Participation Cash Collateral attributable
to such Lender, (2) in the event that any Lender on account of whom such
Risk Participation Cash Collateral was delivered shall have its Commitment
reduced, the Administrative Agent shall return to the pledgor such portion
of the Risk Participation Cash Collateral attributable to such Lender in
proportion to the amount by which such Lender’s Commitment is so reduced,
and (3) in the event that the applicable Letter of Credit on account of
which such Risk Participation Cash Collateral was delivered expires or is
drawn upon, and such drawing has been reimbursed by the Borrowers, the
Administrative Agent shall return to the pledgor such portion of the Risk
Participation Cash Collateral attributable to such expired Letter of Credit
or such reimbursed drawing, as applicable.




(iv) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer
would not be permitted at such time to issue such Letter of Credit in its amended
form under the terms hereof.




(v) The L/C Issuer shall be under no obligation to amend any Letter of Credit
if (A) the L/C Issuer would have no obligation at such time to issue such Letter of
Credit in its amended form under the terms hereof, or (B) the beneficiary of such
Letter of Credit does not accept the proposed amendment to such Letter of Credit.




(vi) The L/C Issuer shall act on behalf of the Lenders with respect to any
Letters of Credit issued by it and the documents associated therewith, and the L/C
Issuer shall have all of the benefits and immunities (A) provided to the
Administrative Agent in Article IX with respect to any acts taken or omissions
suffered by the L/C Issuer in connection with Letters of Credit issued by it or
proposed to be issued by it and Issuer Documents pertaining to such Letters of
Credit as fully as if the term “Administrative Agent” as used in Article IX included
the L/C Issuer with respect to such acts or omissions, and (B) as additionally
provided herein with respect to the L/C Issuer.




(b) Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters
of Credit.




(i) Each Letter of Credit shall be issued or amended, as the case may be, upon
the request of the Company delivered to the L/C Issuer (with a copy to the
Administrative Agent) in the form of a Letter of Credit Application, appropriately
completed and signed by a Responsible Officer of the Company. Such Letter of Credit
Application must be received by the L/C Issuer and the Administrative Agent not
later than 10:00 a.m. at least two Business Days (or such later date and time as the
Administrative Agent and the L/C Issuer may agree in a particular instance in their
sole discretion) prior to the proposed issuance date or date of amendment, as the
case may be. In the case of a request for an initial issuance of a Letter of
Credit, such Letter of Credit Application shall specify in form and detail
satisfactory to the L/C Issuer: (A) the proposed issuance date of the requested
Letter of Credit (which shall be a Business Day); (B) the amount and currency
thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary
thereof; (E) the documents to be presented by such beneficiary in case of any
drawing thereunder; (F) the full text of any certificate to be presented by such
beneficiary in case of any drawing thereunder; (G) the purpose and nature of the
requested Letter of Credit; and (H) such other matters as the L/C Issuer may
require. In the case of a request for an amendment of any outstanding Letter of
Credit, such Letter of Credit Application shall specify in form and detail
satisfactory to the L/C Issuer (A) the Letter of Credit to be amended; (B) the
proposed date of amendment thereof (which shall be a Business Day); (C) the nature
of the proposed amendment; and (D) such other matters as the L/C Issuer may require.
Additionally, the Company shall furnish to the L/C Issuer and the Administrative
Agent such other documents and information pertaining to such requested Letter of
Credit issuance or amendment, including any Issuer Documents, as the L/C Issuer or
the Administrative Agent may require.




(ii) Promptly after receipt of any Letter of Credit Application, the L/C Issuer
will confirm with the Administrative Agent (by telephone or in writing) that the
Administrative Agent has received a copy of such Letter of Credit Application from
the Company and, if not, the L/C Issuer will provide the Administrative Agent with a
copy thereof. Unless the L/C Issuer has received written notice from any Lender,
the Administrative Agent or any Loan Party, at least one Business Day prior to the
requested date of issuance or amendment of the applicable Letter of Credit, that one
or more applicable conditions contained in Article IV shall not then be satisfied,
then, subject to the terms and conditions hereof, the L/C Issuer shall, on the
requested date, issue a Letter of Credit for the account of the Company (or the
applicable Subsidiary) or enter into the applicable amendment, as the case may be,
in each case in accordance with the L/C Issuer’s usual and customary business
practices. Immediately upon the issuance of each Letter of Credit, each Lender
shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase
from the L/C Issuer a risk participation in such Letter of Credit in an amount equal
to the product of such Lender’s Applicable Percentage times the amount of such
Letter of Credit.




(iii) If the Company so requests in any applicable Letter of Credit
Application, the L/C Issuer may, in its sole and absolute discretion, agree to issue
a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension
Letter of Credit”); provided that any such Auto-Extension Letter of Credit must
permit the L/C Issuer to prevent any such extension at least once in each
twelve-month period (commencing with the date of issuance of such Letter of Credit)
by giving prior notice to the beneficiary thereof not later than a day (the
“Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at
the time such Letter of Credit is issued. Unless otherwise directed by the L/C
Issuer, the Company shall not be required to make a specific request to the L/C
Issuer for any such extension. Once an Auto-Extension Letter of Credit has been
issued, the Lenders shall be deemed to have authorized (but may not require) the L/C
Issuer to permit the extension of such Letter of Credit at any time to an expiry
date not later than the Letter of Credit Expiration Date; provided, however, that
the L/C Issuer shall not permit any such extension if (A) the L/C Issuer has
determined that it would not be permitted, or would have no obligation, at such time
to issue such Letter of Credit in its revised form (as extended) under the terms
hereof (by reason of the provisions of clause (ii) or (iii) of Section 2.03(a) or
otherwise), or (B) it has received notice (which may be by telephone or in writing)
on or before the day that is seven Business Days before the Non-Extension Notice
Date (1) from the Administrative Agent that the Required Lenders have elected not to
permit such extension or (2) from the Administrative Agent, any Lender or the
Company that one or more of the applicable conditions specified in Section 4.02 is
not then satisfied, and in each such case directing the L/C Issuer not to permit
such extension.




(iv) Promptly after its delivery of any Letter of Credit or any amendment to a
Letter of Credit to an advising bank with respect thereto or to the beneficiary
thereof, the L/C Issuer will also deliver to the Company and the Administrative
Agent a true and complete copy of such Letter of Credit or amendment.




(c) Drawings and Reimbursements; Funding of Participations.




(i) Upon receipt from the beneficiary of any Letter of Credit of any notice of
a drawing under such Letter of Credit, the L/C Issuer shall notify the Company and
the Administrative Agent thereof. In the case of a Letter of Credit denominated in
an Alternative Currency, the Company shall reimburse the L/C Issuer in such
Alternative Currency, unless (A) the L/C Issuer (at its option) shall have specified
in such notice that it will require reimbursement in Dollars, or (B) in the absence
of any such requirement for reimbursement in Dollars, the Company shall have
notified the L/C Issuer promptly following receipt of the notice of drawing that the
Company will reimburse the L/C Issuer in Dollars. In the case of any such
reimbursement in Dollars of a drawing under a Letter of Credit denominated in an
Alternative Currency, the L/C Issuer shall notify the Company of the Dollar
Equivalent of the amount of the drawing promptly following the determination
thereof. Not later than 10:00 a.m. on the date of any payment by the L/C Issuer
under a Letter of Credit to be reimbursed in Dollars, or the Applicable Time on the
date of any payment by the L/C Issuer under a Letter of Credit to be reimbursed in
an Alternative Currency (each such date, an “Honor Date”), the Company shall
reimburse the L/C Issuer through the Administrative Agent in an amount equal to the
amount of such drawing and in the applicable currency. If the Company fails to so
reimburse the L/C Issuer by such time, the Administrative Agent shall promptly
notify each Lender of the Honor Date, the amount of the unreimbursed drawing
(expressed in Dollars in the amount of the Dollar Equivalent thereof in the case of
a Letter of Credit denominated in an Alternative Currency) (the “Unreimbursed
Amount”), and the amount of such Lender’s Applicable Percentage thereof. In such
event, the Company shall be deemed to have requested a Committed Borrowing of Base
Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed
Amount, without regard to the minimum and multiples specified in Section 2.02 for
the principal amount of Base Rate Loans, but subject to the amount of the unutilized
portion of the Aggregate Commitments and the conditions set forth in Section 4.02
(other than the delivery of a Committed Loan Notice). Any notice given by the L/C
Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given
by telephone if immediately confirmed in writing; provided that the lack of such an
immediate confirmation shall not affect the conclusiveness or binding effect of such
notice.




(ii) Each Lender (including the Lender acting as L/C Issuer) shall upon any
notice pursuant to Section 2.03(c)(i) make funds available to the Administrative
Agent for the account of the L/C Issuer at the Administrative Agent’s Office in an
amount equal to its Applicable Percentage of the Unreimbursed Amount not later than
12:00 noon on the Business Day specified in such notice by the Administrative Agent,
whereupon, subject to the provisions of Section 2.03(c)(iii), each Lender that so
makes funds available shall be deemed to have made a Base Rate Committed Loan to the
applicable Borrower in such amount; provided, that if any Impacted Lender shall fail
to make such funds available, any Risk Participation Cash Collateral delivered on
account of such Impacted Lender for the respective Letter of Credit shall be applied
by the Administrative Agent to the reimbursement of the L/C Issuer as required
hereunder. The Administrative Agent shall remit the funds so received or applied to
the L/C Issuer.




(iii) With respect to any Unreimbursed Amount that is not fully refinanced by a
Committed Borrowing of Base Rate Loans because the conditions set forth in
Section 4.02 cannot be satisfied or for any other reason, the Company shall be
deemed to have incurred from the L/C Issuer an L/C Borrowing in the amount of the
Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and
payable on demand (together with interest) and shall bear interest at the Default
Rate. In such event, each Lender’s payment to the Administrative Agent for the
account of the L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in
respect of its participation in such L/C Borrowing and shall constitute an L/C
Advance from such Lender in satisfaction of its participation obligation under this
Section 2.03.




(iv) Until each Lender funds its Committed Loan or L/C Advance pursuant to this
Section 2.03(c) to reimburse the L/C Issuer for any amount drawn under any Letter of
Credit, interest in respect of such Lender’s Applicable Percentage of such amount
shall be solely for the account of the L/C Issuer.




(v) Each Lender’s obligation to make Committed Loans or L/C Advances to
reimburse the L/C Issuer for amounts drawn under Letters of Credit, as contemplated
by this Section 2.03(c), shall be absolute and unconditional and shall not be
affected by any circumstance, including (A) any setoff, counterclaim, recoupment,
defense or other right which such Lender may have against the L/C Issuer, the
Company, any Subsidiary or any other Person for any reason whatsoever; (B) the
occurrence or continuance of a Default, or (C) any other occurrence, event or
condition, whether or not similar to any of the foregoing; provided, however, that
each Lender’s obligation to make Committed Loans pursuant to this Section 2.03(c) is
subject to the conditions set forth in Section 4.02 (other than delivery by the
Company of a Committed Loan Notice). No such making of an L/C Advance shall relieve
or otherwise impair the obligation of the Company to reimburse the L/C Issuer for
the amount of any payment made by the L/C Issuer under any Letter of Credit,
together with interest as provided herein.




(vi) If any Lender fails to make available to the Administrative Agent for the
account of the L/C Issuer any amount required to be paid by such Lender pursuant to
the foregoing provisions of this Section 2.03(c) by the time specified in
Section 2.03(c)(ii), the L/C Issuer shall be entitled to recover from such Lender
(acting through the Administrative Agent), on demand, such amount with interest
thereon for the period from the date such payment is required to the date on which
such payment is immediately available to the L/C Issuer at a rate per annum equal to
the applicable Overnight Rate from time to time in effect, plus any administrative,
processing or similar fees customarily charged by the L/C Issuer in connection with
the foregoing. If such Lender pays such amount (with interest and fees as
aforesaid), the amount so paid shall constitute such Lender’s Committed Loan
included in the relevant Committed Borrowing or L/C Advance in respect of the
relevant L/C Borrowing, as the case may be. A certificate of the L/C Issuer
submitted to any Lender (through the Administrative Agent) with respect to any
amounts owing under this clause (vi) shall be conclusive absent manifest error.




(d) Repayment of Participations.




(i) At any time after the L/C Issuer has made a payment under any Letter of
Credit and has received from any Lender such Lender’s L/C Advance in respect of such
payment in accordance with Section 2.03(c), if the Administrative Agent receives for
the account of the L/C Issuer any payment in respect of the related Unreimbursed
Amount or interest thereon (whether directly from the Company or otherwise,
including proceeds of Cash Collateral applied thereto by the Administrative Agent),
the Administrative Agent will distribute to such Lender its Applicable Percentage
thereof in Dollars and in the same funds as those received by the Administrative
Agent.




(ii) If any payment received by the Administrative Agent for the account of the
L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of
the circumstances described in Section 10.05 (including pursuant to any settlement
entered into by the L/C Issuer in its discretion), each Lender shall pay to the
Administrative Agent for the account of the L/C Issuer its Applicable Percentage
thereof on demand of the Administrative Agent, plus interest thereon from the date
of such demand to the date such amount is returned by such Lender, at a rate per
annum equal to the applicable Overnight Rate from time to time in effect. The
obligations of the Lenders under this clause shall survive the payment in full of
the Obligations and the termination of this Agreement.




(e) Obligations Absolute. The obligation of the Company to reimburse the L/C Issuer
for each drawing under each Letter of Credit and to repay each L/C Borrowing shall be
absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the
terms of this Agreement under all circumstances, including the following:




(i) the existence of any claim, counterclaim, setoff, defense or other right
that the Company or any Subsidiary may have at any time against any beneficiary or
any transferee of such Letter of Credit (or any Person for whom any such beneficiary
or any such transferee may be acting), the L/C Issuer or any other Person, whether
in connection with this Agreement, the transactions contemplated hereby or by such
Letter of Credit or any agreement or instrument relating thereto, or any unrelated
transaction;




(ii) any draft, demand, certificate or other document presented under such
Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any
respect or any statement therein being untrue or inaccurate in any respect; or any
loss or delay in the transmission or otherwise of any document required in order to
make a drawing under such Letter of Credit;




(iii) any payment by the L/C Issuer under such Letter of Credit against
presentation of a draft or certificate that does not strictly comply with the terms
of such Letter of Credit; or any payment made by the L/C Issuer under such Letter of
Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession,
assignee for the benefit of creditors, liquidator, receiver or other representative
of or successor to any beneficiary or any transferee of such Letter of Credit,
including any arising in connection with any proceeding under any Debtor Relief Law;




(iv) any adverse change in the relevant exchange rates or in the availability
of the relevant Alternative Currency to the Company or any Subsidiary or in the
relevant currency markets generally; or




(v) any other circumstance or happening whatsoever, whether or not similar to
any of the foregoing, including any other circumstance that might otherwise
constitute a defense available to, or a discharge of, the Company or any Subsidiary.



The Company shall promptly examine a copy of each Letter of Credit and each amendment thereto
that is delivered to it and, in the event of any claim of noncompliance with the Company’s
instructions or other irregularity, the Company will immediately notify the L/C Issuer. The
Company shall be conclusively deemed to have waived any such claim against the L/C Issuer and its
correspondents unless such notice is given as aforesaid.




(f) Role of L/C Issuer. Each Lender and the Company agree that, in paying any drawing
under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any
document (other than any sight draft, certificates and documents expressly required by the
Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such
document or the authority of the Person executing or delivering any such document. None of
the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any
correspondent, participant or assignee of the L/C Issuer shall be liable to any Lender for
(i) any action taken or omitted in connection herewith at the request or with the approval
of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in
the absence of gross negligence or willful misconduct; or (iii) the due execution,
effectiveness, validity or enforceability of any document or instrument related to any
Letter of Credit or Issuer Document. The Company hereby assumes all risks of the acts or
omissions of any beneficiary or transferee with respect to its use of any Letter of Credit;
provided, however, that this assumption is not intended to, and shall not, preclude the
Company’s pursuing such rights and remedies as it may have against the beneficiary or
transferee at law or under any other agreement. None of the L/C Issuer, the Administrative
Agent, any of their respective Related Parties nor any correspondent, participant or
assignee of the L/C Issuer shall be liable or responsible for any of the matters described
in clauses (i) through (iv) of Section 2.03(e); provided, however, that anything in such
clauses to the contrary notwithstanding, the Company may have a claim against the L/C
Issuer, and the L/C Issuer may be liable to the Company, to the extent, but only to the
extent, of any direct, as opposed to consequential or exemplary, damages suffered by the
Company which the Company proves were caused by the L/C Issuer’s willful misconduct or gross
negligence or the L/C Issuer’s willful failure to pay under any Letter of Credit after the
presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying
with the terms and conditions of a Letter of Credit. In furtherance and not in limitation
of the foregoing, the L/C Issuer may accept documents that appear on their face to be in
order, without responsibility for further investigation, regardless of any notice or
information to the contrary, and the L/C Issuer shall not be responsible for the validity or
sufficiency of any instrument transferring or assigning or purporting to transfer or assign
a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in
part, which may prove to be invalid or ineffective for any reason.




(g) Cash Collateral.




(i) Upon the request of the Administrative Agent, (A) if the L/C Issuer has
honored any full or partial drawing request under any Letter of Credit and such
drawing has resulted in an L/C Borrowing, or (B) if, as of the Letter of Credit
Expiration Date, any L/C Obligation for any reason remains outstanding, the Company
shall, in each case, immediately Cash Collateralize the then Outstanding Amount of
all L/C Obligations.




(ii) In addition, if the Administrative Agent notifies the Company at any time
that the Outstanding Amount of all L/C Obligations at such time exceeds 105% of the
Letter of Credit Sublimit then in effect, then, within two Business Days after
receipt of such notice, the Company shall Cash Collateralize the L/C Obligations in
an amount equal to the amount by which the Outstanding Amount of all L/C Obligations
exceeds the Letter of Credit Sublimit.




(iii) The Administrative Agent may, at any time and from time to time after the
initial deposit of Cash Collateral, request that additional Cash Collateral be
provided in order to protect against the results of exchange rate fluctuations.




(iv) Sections 2.05 and 8.02(c) set forth certain additional requirements to
deliver Cash Collateral hereunder. For purposes of this Section 2.03, Section 2.05
and Section 8.02(c), “Cash Collateralize” means to pledge and deposit with or
deliver to the Administrative Agent, for the benefit of the L/C Issuer and the
Lenders, as collateral for the L/C Obligations, cash or deposit account balances
pursuant to documentation in form and substance satisfactory to the Administrative
Agent and the L/C Issuer (which documents are hereby consented to by the Lenders).
Derivatives of such term have corresponding meanings. The Company hereby grants to
the Administrative Agent, for the benefit of the L/C Issuer and the Lenders, a
security interest in all such cash, deposit accounts and all balances therein and
all proceeds of the foregoing. Cash Collateral shall be maintained in blocked,
non-interest bearing deposit accounts at Bank of America.




(h) Applicability of ISP. Unless otherwise expressly agreed by the L/C Issuer and the
Company when a Letter of Credit is issued, the rules of the ISP shall apply to each standby
Letter of Credit.




(i) Letter of Credit Fees. The Company shall pay to the Administrative Agent for the
account of each Lender in accordance with its Applicable Percentage, in Dollars, a Letter of
Credit fee (the “Letter of Credit Fee”) for each Letter of Credit at a rate per annum equal
to the Applicable Rate times the Dollar Equivalent of the daily amount available to be drawn
under such Letter of Credit. For purposes of computing the daily amount available to be
drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in
accordance with Section 1.09. Letter of Credit Fees shall be (i) due and payable on the
first Business Day after the end of each March, June, September and December, commencing
with the first such date to occur after the issuance of such Letter of Credit, on the Letter
of Credit Expiration Date and thereafter on demand and (ii) computed on a quarterly basis in
arrears. If there is any change in the Applicable Rate during any quarter, the daily amount
available to be drawn under each Letter of Credit shall be computed and multiplied by the
Applicable Rate separately for each period during such quarter that such Applicable Rate was
in effect. Notwithstanding anything to the contrary contained herein, upon the request of
the Required Lenders, while any Event of Default exists, all Letter of Credit Fees shall
accrue at the Default Rate.




(j) Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer. The
Company shall pay directly to the L/C Issuer for its own account, in Dollars, a fronting
fee with respect to each Letter of Credit, at the rate per annum equal to 0.125%, computed
on the Dollar Equivalent of the daily amount available to be drawn under such Letter of
Credit on a quarterly basis in arrears. Such fronting fee shall be due and payable on the
tenth Business Day after the end of each March, June, September and December in respect of
the most recently-ended quarterly period (or portion thereof, in the case of the first
payment), commencing with the first such date to occur after the issuance of such Letter of
Credit, on the Letter of Credit Expiration Date and thereafter on demand. For purposes of
computing the daily amount available to be drawn under any Letter of Credit, the amount of
such Letter of Credit shall be determined in accordance with Section 1.09. In addition, the
Company shall pay directly to the L/C Issuer for its own account, in Dollars, the customary
issuance, presentation, amendment and other processing fees, and other standard costs and
charges, of the L/C Issuer relating to letters of credit as from time to time in effect.
Such customary fees and standard costs and charges are due and payable on demand and are
nonrefundable.




(k) Conflict with Issuer Documents. In the event of any conflict between the terms
hereof and the terms of any Issuer Document, the terms hereof shall control.




(l) Letters of Credit Issued for Subsidiaries. Notwithstanding that a Letter of Credit
issued or outstanding hereunder is in support of any obligations of, or is for the account
of, a Subsidiary, the Company shall be obligated to reimburse the L/C Issuer hereunder for
any and all drawings under such Letter of Credit. The Company hereby acknowledges that the
issuance of Letters of Credit for the account of Subsidiaries inures to the benefit of the
Company, and that the Company’s business derives substantial benefits from the businesses of
such Subsidiaries.



2.04 Swing Line Loans.




(a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing
Line Lender agrees, in reliance upon the agreements of the other Lenders set forth in this
Section 2.04, to make loans in Dollars (each such loan, a “Swing Line Loan”) to the Company
from time to time on any Business Day during the Availability Period in an aggregate amount
not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding
the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the
Outstanding Amount of Committed Loans and L/C Obligations of the Lender acting as Swing Line
Lender, may exceed the amount of such Lender’s Commitment; provided, however, that should
any Lender become a Defaulting Lender or an Impacted Lender, all Swing Line Loans shall be
made at the sole and absolute discretion of the Swing Line Lender, and after giving effect
to any Swing Line Loan, (i) the Total Outstandings shall not exceed the Aggregate
Commitments, and (ii) the aggregate Outstanding Amount of the Committed Loans of any Lender,
plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations,
plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans
shall not exceed such Lender’s Commitment, and provided, further, that the Company shall not
use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan.
Within the foregoing limits, and subject to the other terms and conditions hereof, the
Company may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under
this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the
making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and
unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such
Swing Line Loan in an amount equal to the product of such Lender’s Applicable Percentage
times the amount of such Swing Line Loan.




(b) Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Company’s
irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given
by telephone. Each such notice must be received by the Swing Line Lender and the
Administrative Agent not later than 12:00 noon on the requested borrowing date, and shall
specify (i) the amount to be borrowed, which shall be a minimum of $100,000, and (ii) the
requested borrowing date, which shall be a Business Day. Each such telephonic notice must
be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a
written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer
of the Company. Promptly after receipt by the Swing Line Lender of any telephonic Swing
Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by
telephone or in writing) that the Administrative Agent has also received such Swing Line
Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by
telephone or in writing) of the contents thereof. If the Swing Line Lender is required or
shall elect, as may be the case, to fund a requested Swing Line Loan, not later than 1:00
p.m. on the borrowing date specified in such Swing Line Notice, the Swing Line Lender shall
make available to the Company at its office by crediting the account of the Company on the
books of the Swing Line Lender in an amount in immediately available funds equal to the
amount of such Swing Line Loan. Notwithstanding the foregoing, if the Swing Line Lender is
not required and accordingly elects not to fund a requested Swing Line Loan for any reason,
the Swing Line Lender shall promptly, and in any event not later than 1:00 p.m. on the
borrowing date specified in such Swing Line Notice, notify the Company and the
Administrative Agent of such election.




(c) Refinancing of Swing Line Loans.




(i) The Swing Line Lender at any time in its sole and absolute discretion may
request, on behalf of the Company (which hereby irrevocably authorizes the Swing
Line Lender to so request on its behalf), that each Lender make a Base Rate
Committed Loan in an amount equal to such Lender’s Applicable Percentage of the
amount of Swing Line Loans then outstanding. Such request shall be made in writing
(which written request shall be deemed to be a Committed Loan Notice for purposes
hereof) and in accordance with the requirements of Section 2.02, without regard to
the minimum and multiples specified therein for the principal amount of Base Rate
Loans, but subject to the unutilized portion of the Aggregate Commitments and the
conditions set forth in Section 4.02. The Swing Line Lender shall furnish the
Company with a copy of the applicable Committed Loan Notice promptly after
delivering such notice to the Administrative Agent. Each Lender shall make an
amount equal to its Applicable Percentage of the amount specified in such Committed
Loan Notice available to the Administrative Agent in Same Day Funds for the account
of the Swing Line Lender at the Administrative Agent’s Office for Dollar-denominated
payments not later than 12:00 noon on the day specified in such Committed Loan
Notice, whereupon, subject to Section 2.04(c)(ii), each Lender that so makes funds
available shall be deemed to have made a Base Rate Committed Loan to the Company in
such amount. The Administrative Agent shall remit the funds so received to the
Swing Line Lender.




(ii) If for any reason any Swing Line Loan cannot be refinanced by such a
Committed Borrowing in accordance with Section 2.04(c)(i), the request for Base Rate
Committed Loans submitted by the Swing Line Lender as set forth herein shall be
deemed to be a request by the Swing Line Lender that each of the Lenders fund its
risk participation in the relevant Swing Line Loan and each Lender’s payment to the
Administrative Agent for the account of the Swing Line Lender pursuant to
Section 2.04(c)(i) shall be deemed payment in respect of such participation.




(iii) If any Lender fails to make available to the Administrative Agent for the
account of the Swing Line Lender any amount required to be paid by such Lender
pursuant to the foregoing provisions of this Section 2.04(c) by the time specified
in Section 2.04(c)(i), the Swing Line Lender shall be entitled to recover from such
Lender (acting through the Administrative Agent), on demand, such amount with
interest thereon for the period from the date such payment is required to the date
on which such payment is immediately available to the Swing Line Lender at a rate
per annum equal to the applicable Overnight Rate from time to time in effect, plus
any administrative, processing or similar fees customarily charged by the Swing Line
Lender in connection with the foregoing. If such Lender pays such amount (with
interest and fees as aforesaid), the amount so paid shall constitute such Lender’s
Committed Loan included in the relevant Committed Borrowing or funded participation
in the relevant Swing Line Loan, as the case may be. A certificate of the Swing
Line Lender submitted to any Lender (through the Administrative Agent) with respect
to any amounts owing under this clause (iii) shall be conclusive absent manifest
error.




(iv) Each Lender’s obligation to make Committed Loans or to purchase and fund
risk participations in Swing Line Loans pursuant to this Section 2.04(c) shall be
absolute and unconditional and shall not be affected by any circumstance, including
(A) any setoff, counterclaim, recoupment, defense or other right which such Lender
may have against the Swing Line Lender, the Company or any other Person for any
reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other
occurrence, event or condition, whether or not similar to any of the foregoing;
provided, however, that each Lender’s obligation to make Committed Loans pursuant to
this Section 2.04(c) is subject to the conditions set forth in Section 4.02. No
such funding of risk participations shall relieve or otherwise impair the obligation
of the Company to repay Swing Line Loans, together with interest as provided herein.




(d) Repayment of Participations.




(i) At any time after any Lender has purchased and funded a risk participation
in a Swing Line Loan, if the Swing Line Lender receives any payment on account of
such Swing Line Loan, the Swing Line Lender will distribute to such Lender its
Applicable Percentage thereof in the same funds as those received by the Swing Line
Lender.




(ii) If any payment received by the Swing Line Lender in respect of principal
or interest on any Swing Line Loan is required to be returned by the Swing Line
Lender under any of the circumstances described in Section 10.05 (including pursuant
to any settlement entered into by the Swing Line Lender in its discretion), each
Lender shall pay to the Swing Line Lender its Applicable Percentage thereof on
demand of the Administrative Agent, plus interest thereon from the date of such
demand to the date such amount is returned, at a rate per annum equal to the
applicable Overnight Rate. The Administrative Agent will make such demand upon the
request of the Swing Line Lender. The obligations of the Lenders under this clause
shall survive the payment in full of the Obligations and the termination of this
Agreement.




(e) Interest for Account of Swing Line Lender. The Swing Line Lender shall be
responsible for invoicing the Company for interest on the Swing Line Loans. Until each
Lender funds its Base Rate Committed Loan or risk participation pursuant to this
Section 2.04 to refinance such Lender’s Applicable Percentage of any Swing Line Loan,
interest in respect of such Applicable Percentage shall be solely for the account of the
Swing Line Lender.




(f) Payments Directly to Swing Line Lender. The Company shall make all payments of
principal and interest in respect of the Swing Line Loans directly to the Swing Line Lender.



2.05 Prepayments.




(a) Each Borrower may, upon notice from the Company to the Administrative Agent, at any
time or from time to time voluntarily prepay Committed Loans in whole or in part without
premium or penalty; provided that (i) such notice must be received by the Administrative
Agent not later than 10:00 a.m. (A) three Business Days prior to any date of prepayment of
Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or five, in the case
of prepayment of Loans denominated in Special Notice Currencies) prior to any date of
prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on the
date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate
Loans denominated in Dollars shall be in a principal amount of $1,000,000 or a whole
multiple of $500,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans
denominated in Alternative Currencies shall be in a minimum principal amount of $1,000,000
or a whole multiple of $500,000 in excess thereof; and (iv) any prepayment of Base Rate
Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000
in excess thereof or, in each case, if less, the entire principal amount thereof then
outstanding. Each such notice shall specify the date and amount of such prepayment and the
Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid,
the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each
Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable
Percentage of such prepayment. If such notice is given by the Company, the applicable
Borrower shall make such prepayment and the payment amount specified in such notice shall be
due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan
shall be accompanied by all accrued interest on the amount prepaid, together with any
additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied
to the Committed Loans of the Lenders in accordance with their respective Applicable
Percentages.




(b) The Company may, upon notice to the Swing Line Lender (with a copy to the
Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans
in whole or in part without premium or penalty; provided that (i) such notice must be
received by the Swing Line Lender and the Administrative Agent not later than 12:00 noon on
the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal
amount of $50,000. Each such notice shall specify the date and amount of such prepayment.
If such notice is given by the Company, the Company shall make such prepayment and the
payment amount specified in such notice shall be due and payable on the date specified
therein.




(c) If the Administrative Agent notifies the Company at any time that the Total
Outstandings at such time exceed an amount equal to 105% of the Aggregate Commitments then
in effect, then, within two Business Days after receipt of such notice, the Borrowers shall
prepay Loans and/or the Company shall Cash Collateralize the L/C Obligations in an aggregate
amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount
not to exceed 100% of the Aggregate Commitments then in effect; provided, however, that,
subject to the provisions of Section 2.03(g)(ii), the Company shall not be required to Cash
Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the
prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then
in effect. The Administrative Agent may, at any time and from time to time after the
initial deposit of such Cash Collateral, request that additional Cash Collateral be provided
in order to protect against the results of further exchange rate fluctuations.




(d) If the Administrative Agent notifies the Company at any time that the Outstanding
Amount of all Loans denominated in Alternative Currencies at such time exceeds an amount
equal to 105% of the Alternative Currency Sublimit then in effect, then, within two Business
Days after receipt of such notice, the Borrowers shall prepay Loans in an aggregate amount
sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to
exceed 100% of the Alternative Currency Sublimit then in effect.



2.06 Termination or Reduction of Commitments. The Company may, upon notice to the Administrative
Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate
Commitments; provided that (i) any such notice shall be received by the Administrative Agent not
later than 10:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any
such partial reduction shall be in an aggregate amount of $1,000,000 or any whole multiple of
$500,000 in excess thereof, (iii) the Company shall not terminate or reduce the Aggregate
Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total
Outstandings would exceed the Aggregate Commitments, and (iv) if, after giving effect to any
reduction of the Aggregate Commitments, the Alternative Currency Sublimit, the Letter of Credit
Sublimit, the Designated Borrower Sublimit or the Swing Line Sublimit exceeds the amount of the
Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess.
The Administrative Agent will promptly notify the Lenders of any such notice of termination or
reduction of the Aggregate Commitments. The amount of any such Aggregate Commitment reduction
shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit unless
otherwise specified by the Company. Any reduction of the Aggregate Commitments shall be applied to
the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the
effective date of any termination of the Aggregate Commitments shall be paid on the effective date
of such termination.



2.07 Repayment of Loans.




(a) Each Borrower shall repay to the Lenders on the Maturity Date the aggregate
principal amount of Committed Loans made to such Borrower outstanding on such date.




(b) The Company shall repay each Swing Line Loan on the earlier to occur of (i) the
date ten Business Days after such Loan is made and (ii) the Maturity Date.



2.08 Interest.




(a) Subject to the provisions of subsection (b) below, (i) each Eurocurrency Rate Loan
shall bear interest on the outstanding principal amount thereof for each Interest Period at
a rate per annum equal to the Eurocurrency Rate for such Interest Period plus the Applicable
Rate plus (in the case of a Eurocurrency Rate Loan of any Lender which is lent from a
Lending Office in the United Kingdom or a Participating Member State) the Mandatory Cost;
(ii) each Base Rate Committed Loan shall bear interest on the outstanding principal amount
thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus
the Applicable Rate; and (iii) each Swing Line Loan shall bear interest on the outstanding
principal amount thereof from the applicable borrowing date at a rate per annum equal to the
Base Rate plus the Applicable Rate.




(b) (i) If any amount of principal of any Loan is not paid when due (without regard to
any applicable grace periods), whether at stated maturity, by acceleration or otherwise,
such amount shall thereafter bear interest at a fluctuating interest rate per annum at all
times equal to the Default Rate to the fullest extent permitted by applicable Laws.




(ii) If any amount (other than principal of any Loan) payable by any Borrower
under any Loan Document is not paid when due (without regard to any applicable grace
periods), whether at stated maturity, by acceleration or otherwise, then upon the
request of the Required Lenders, such amount shall thereafter bear interest at a
fluctuating interest rate per annum at all times equal to the Default Rate to the
fullest extent permitted by applicable Laws.




(iii) Upon the request of the Required Lenders, while any Event of Default
exists, the Borrowers shall pay interest on the principal amount of all outstanding
Obligations hereunder at a fluctuating interest rate per annum at all times equal to
the Default Rate to the fullest extent permitted by applicable Laws.




(iv) Accrued and unpaid interest on past due amounts (including interest on
past due interest) shall be due and payable upon demand.




(c) Interest on each Loan shall be due and payable in arrears on each Interest Payment
Date applicable thereto and at such other times as may be specified herein. Interest
hereunder shall be due and payable in accordance with the terms hereof before and after
judgment, and before and after the commencement of any proceeding under any Debtor Relief
Law.



2.09 Fees. In addition to certain fees described in subsections (i) and (j) of Section 2.03:




(a) Commitment Fee. The Company shall pay to the Administrative Agent for the account
of each Lender in accordance with its Applicable Percentage, a commitment fee in Dollars at
a rate per annum equal to the Applicable Rate times the actual daily amount by which the
Aggregate Commitments exceed the sum of (i) the Outstanding Amount of Committed Loans and
(ii) the Outstanding Amount of L/C Obligations. The commitment fee shall accrue at all
times during the Availability Period, including at any time during which one or more of the
conditions in Article IV is not met, and shall be due and payable quarterly in arrears on
the last Business Day of each March, June, September and December, commencing with the first
such date to occur after the Closing Date, and on the last day of the Availability Period.
The commitment fee shall be calculated quarterly in arrears, and if there is any change in
the Applicable Rate during any quarter, the actual daily amount shall be computed and
multiplied by the Applicable Rate separately for each period during such quarter that such
Applicable Rate was in effect.




(b) Other Fees.




(i) The Company shall pay to Banc of America Securities LLC and the
Administrative Agent for their own respective accounts, in Dollars, fees in the
amounts and at the times specified in the Fee Letter. Such fees shall be fully
earned when paid and shall not be refundable for any reason whatsoever.




(ii) The Company shall pay to the Lenders, in Dollars, such fees as shall have
been separately agreed upon in writing in the amounts and at the times so specified.
Such fees shall be fully earned when paid and shall not be refundable for any
reason whatsoever.



2.10 Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate.




(a) All computations of interest for Base Rate Loans when the Base Rate is determined
by Bank of America’s “prime rate” shall be made on the basis of a year of 365 or 366 days,
as the case may be, and actual days elapsed. All other computations of fees and interest
shall be made on the basis of a 360-day year and actual days elapsed (which results in more
fees or interest, as applicable, being paid than if computed on the basis of a 365-day
year), or, in the case of interest in respect of Committed Loans denominated in Alternative
Currencies as to which market practice differs from the foregoing, in accordance with such
market practice. Interest shall accrue on each Loan for the day on which the Loan is made,
and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or
such portion is paid, provided that any Loan that is repaid on the same day on which it is
made shall, subject to Section 2.12(a), bear interest for one day. Each determination by
the Administrative Agent of an interest rate or fee hereunder shall be conclusive and
binding for all purposes, absent manifest error.




(b) If, as a result of any restatement of or other adjustment to the financial
statements of the Company or for any other reason, the Company or the Lenders determine that
(i) the Funded Debt to EBITDA Ratio as calculated by the Company as of any applicable date
was inaccurate and (ii) a proper calculation of the Funded Debt to EBITDA Ratio would have
resulted in higher pricing for such period, each Borrower shall immediately and
retroactively be obligated to pay to the Administrative Agent for the account of the
applicable Lenders or the L/C Issuer, as the case may be, promptly on demand by the
Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for
relief with respect to any Borrower under the Bankruptcy Code of the United States,
automatically and without further action by the Administrative Agent, any Lender or the L/C
Issuer), an amount equal to the excess of the amount of interest and fees that should have
been paid for such period over the amount of interest and fees actually paid for such
period. This paragraph shall not limit the rights of the Administrative Agent, any Lender
or the L/C Issuer, as the case may be, under Section 2.03(c)(iii), 2.03(i) or 2.08(b) or
under Article VIII. The Borrower’s obligations under this paragraph shall survive the
termination of the Aggregate Commitments and the repayment of all other Obligations
hereunder.



2.11 Evidence of Debt.




(a) The Credit Extensions made by each Lender shall be evidenced by one or more
accounts or records maintained by such Lender and by the Administrative Agent in the
ordinary course of business. The accounts or records maintained by the Administrative Agent
and each Lender shall be conclusive absent manifest error of the amount of the Credit
Extensions made by the Lenders to the Borrowers and the interest and payments thereon. Any
failure to so record or any error in doing so shall not, however, limit or otherwise affect
the obligation of the Borrowers hereunder to pay any amount owing with respect to the
Obligations. In the event of any conflict between the accounts and records maintained by
any Lender and the accounts and records of the Administrative Agent in respect of such
matters, the accounts and records of the Administrative Agent shall control in the absence
of manifest error. Upon the request of any Lender to a Borrower made through the
Administrative Agent, such Borrower shall execute and deliver to such Lender (through the
Administrative Agent) a Note, which shall evidence such Lender’s Loans to such Borrower in
addition to such accounts or records. Each Lender may attach schedules to a Note and
endorse thereon the date, Type (if applicable), amount, currency and maturity of its Loans
and payments with respect thereto.




(b) In addition to the accounts and records referred to in subsection (a), each Lender
and the Administrative Agent shall maintain in accordance with its usual practice accounts
or records evidencing the purchases and sales by such Lender of participations in Letters of
Credit and Swing Line Loans. In the event of any conflict between the accounts and records
maintained by the Administrative Agent and the accounts and records of any Lender in respect
of such matters, the accounts and records of the Administrative Agent shall control in the
absence of manifest error.



2.12 Payments Generally; Administrative Agent’s Clawback.




(a) General. All payments to be made by the Borrowers shall be made without condition
or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise
expressly provided herein and except with respect to principal of and interest on Loans
denominated in an Alternative Currency, all payments by the Borrowers hereunder shall be
made to the Administrative Agent, for the account of the respective Lenders to which such
payment is owed, at the applicable Administrative Agent’s Office in Dollars and in Same Day
Funds not later than 1:00 p.m. on the date specified herein. Except as otherwise expressly
provided herein, all payments by the Borrowers hereunder with respect to principal and
interest on Loans denominated in an Alternative Currency shall be made to the Administrative
Agent, for the account of the respective Lenders to which such payment is owed, at the
applicable Administrative Agent’s Office in such Alternative Currency and in Same Day Funds
not later than the Applicable Time specified by the Administrative Agent on the dates
specified herein. Without limiting the generality of the foregoing, the Administrative Agent
may require that any payments due under this Agreement be made in the United States. If,
for any reason, any Borrower is prohibited by any Law from making any required payment
hereunder in an Alternative Currency, such Borrower shall make such payment in Dollars in
the Dollar Equivalent of the Alternative Currency payment amount. The Administrative Agent
will promptly distribute to each Lender its Applicable Percentage (or other applicable share
as provided herein) of such payment in like funds as received by wire transfer to such
Lender’s Lending Office. All payments received by the Administrative Agent (i) after 1:00
p.m., in the case of payments in Dollars, or (ii) after the Applicable Time specified by the
Administrative Agent in the case of payments in an Alternative Currency, shall in each case
be deemed received on the next succeeding Business Day and any applicable interest or fee
shall continue to accrue. If any payment to be made by any Borrower shall come due on a day
other than a Business Day, payment shall be made on the next following Business Day, and
such extension of time shall be reflected in computing interest or fees, as the case may be.




(b) (i) Funding by Lenders; Presumption by Administrative Agent. Unless the
Administrative Agent shall have received notice from a Lender prior to the proposed date of
any Committed Borrowing of Eurocurrency Rate Loans (or, in the case of any Committed
Borrowing of Base Rate Loans, prior to 11:00 a.m. on the date of such Committed Borrowing)
that such Lender will not make available to the Administrative Agent such Lender’s share of
such Committed Borrowing, the Administrative Agent may assume that such Lender has made such
share available on such date in accordance with Section 2.02 (or, in the case of a Committed
Borrowing of Base Rate Loans, that such Lender has made such share available in accordance
with and at the time required by Section 2.02) and may, in reliance upon such assumption,
make available to the applicable Borrower a corresponding amount. In such event, if a
Lender has not in fact made its share of the applicable Committed Borrowing available to the
Administrative Agent, then the applicable Lender and the applicable Borrower severally agree
to pay to the Administrative Agent forthwith on demand such corresponding amount in Same Day
Funds with interest thereon, for each day from and including the date such amount is made
available to such Borrower to but excluding the date of payment to the Administrative Agent,
at (A) in the case of a payment to be made by such Lender, the Overnight Rate, plus any
administrative, processing or similar fees customarily charged by the Administrative Agent
in connection with the foregoing, and (B) in the case of a payment to be made by such
Borrower, the interest rate applicable to Base Rate Loans. If such Borrower and such Lender
shall pay such interest to the Administrative Agent for the same or an overlapping period,
the Administrative Agent shall promptly remit to such Borrower the amount of such interest
paid by such Borrower for such period. If such Lender pays its share of the applicable
Committed Borrowing to the Administrative Agent, then the amount so paid shall constitute
such Lender’s Committed Loan included in such Committed Borrowing. Any payment by such
Borrower shall be without prejudice to any claim such Borrower may have against a Lender
that shall have failed to make such payment to the Administrative Agent.




(ii) Payments by Borrowers; Presumptions by Administrative Agent. Unless the
Administrative Agent shall have received notice from a Borrower prior to the date on
which any payment is due to the Administrative Agent for the account of the Lenders
or the L/C Issuer hereunder that such Borrower will not make such payment, the
Administrative Agent may assume that such Borrower has made such payment on such
date in accordance herewith and may, in reliance upon such assumption, distribute to
the Lenders or the L/C Issuer, as the case may be, the amount due. In such event,
if such Borrower has not in fact made such payment, then each of the Lenders or the
L/C Issuer, as the case may be, severally agrees to repay to the Administrative
Agent forthwith on demand the amount so distributed to such Lender or the L/C
Issuer, in Same Day Funds with interest thereon, for each day from and including the
date such amount is distributed to it to but excluding the date of payment to the
Administrative Agent, at the Overnight Rate.



A notice of the Administrative Agent to any Lender or Borrower with respect to any amount
owing under this subsection (b) shall be conclusive, absent manifest error.




(c) Failure to Satisfy Conditions Precedent. If any Lender makes available to the
Administrative Agent funds for any Loan to be made by such Lender to any Borrower as
provided in the foregoing provisions of this Article II, and such funds are not made
available to such Borrower by the Administrative Agent because the conditions to the
applicable Credit Extension set forth in Article IV are not satisfied or waived in
accordance with the terms hereof, the Administrative Agent shall return such funds (in like
funds as received from such Lender) to such Lender, without interest.




(d) Obligations of Lenders Several. The obligations of the Lenders hereunder to make
Committed Loans, to fund participations in Letters of Credit and Swing Line Loans and to
make payments pursuant to Section 10.04(c) are several and not joint. The failure of any
Lender to make any Committed Loan, to fund any such participation or to make any payment
under Section 10.04(c) on any date required hereunder shall not relieve any other Lender of
its corresponding obligation to do so on such date, and no Lender shall be responsible for
the failure of any other Lender to so make its Committed Loan, to purchase its participation
or to make its payment under Section 10.04(c).




(e) Funding Source. Nothing herein shall be deemed to obligate any Lender to obtain
the funds for any Loan in any particular place or manner or to constitute a representation
by any Lender that it has obtained or will obtain the funds for any Loan in any particular
place or manner.



2.13 Sharing of Payments by Lenders. If any Lender shall, by exercising any right of setoff or
counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the
Committed Loans made by it, or the participations in L/C Obligations or in Swing Line Loans held by
it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such
Committed Loans or participations and accrued interest thereon greater than its pro rata share
thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the
Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the
Committed Loans and subparticipations in L/C Obligations and Swing Line Loans of the other Lenders,
or make such other adjustments as shall be equitable, so that the benefit of all such payments
shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and
accrued interest on their respective Committed Loans and other amounts owing them, provided that:




(i) if any such participations or subparticipations are purchased and all or
any portion of the payment giving rise thereto is recovered, such participations or
subparticipations shall be rescinded and the purchase price restored to the extent
of such recovery, without interest; and




(ii) the provisions of this Section shall not be construed to apply to (x) any
payment made by a Borrower pursuant to and in accordance with the express terms of
this Agreement; (y) any payment obtained by a Lender as consideration for the
assignment of or sale of a participation in any of its Committed Loans or
subparticipations in L/C Obligations or Swing Line Loans to any assignee or
participant, other than to the Company or any Subsidiary thereof (as to which the
provisions of this Section shall apply); or (z) any collateral obtained by the L/C
Issuer in connection with arrangements made to address the risk with respect to an
Impacted Lender.



Each Borrower consents to the foregoing and agrees, to the extent it may effectively do so
under applicable law, that any Lender acquiring a participation pursuant to the foregoing
arrangements may exercise against such Borrower rights of setoff and counterclaim with respect to
such participation as fully as if such Lender were a direct creditor of such Borrower in the amount
of such participation.



2.14 Designated Borrowers.




(a) Effective as of the date hereof FIFL and FL shall each be a “Designated Borrower”
hereunder and may receive Loans for its account on the terms and conditions set forth in
this Agreement.




(b) The Company may at any time, upon not less than 15 Business Days’ notice from the
Company to the Administrative Agent (or such shorter period as may be agreed by the
Administrative Agent in its sole discretion), designate any Material Subsidiary of the
Company other than a Material Subsidiary organized under the laws of the Netherlands (an
“Applicant Borrower”) as a Designated Borrower to receive Loans hereunder by delivering to
the Administrative Agent (which shall promptly deliver counterparts thereof to each Lender)
a duly executed notice and agreement in substantially the form of Exhibit G (a “Designated
Borrower Request and Assumption Agreement”). The parties hereto acknowledge and agree that
prior to any Applicant Borrower becoming entitled to utilize the credit facilities provided
for herein the Administrative Agent and the Lenders shall have received such supporting
resolutions, incumbency certificates, opinions of counsel and other documents or
information, in form, content and scope reasonably satisfactory to the Administrative Agent,
as may be required by the Administrative Agent or the Required Lenders in their sole
discretion, and Notes signed by such new Borrowers to the extent any Lenders so require. If
the Administrative Agent and the Required Lenders agree that an Applicant Borrower shall be
entitled to receive Loans hereunder, then promptly following receipt of all such requested
resolutions, incumbency certificates, opinions of counsel and other documents or
information, the Administrative Agent shall send a notice in substantially the form of
Exhibit H (a “Designated Borrower Notice”) to the Company and the Lenders specifying the
effective date upon which the Applicant Borrower shall constitute a Designated Borrower for
purposes hereof, whereupon each of the Lenders agrees to permit such Designated Borrower to
receive Loans hereunder, on the terms and conditions set forth herein, and each of the
parties agrees that such Designated Borrower otherwise shall be a Borrower for all purposes
of this Agreement; provided that no Committed Loan Notice or Letter of Credit Application
may be submitted by or on behalf of such Designated Borrower until the date five Business
Days after such effective date.




(c) The Obligations of the Company and each Designated Borrower that is a Domestic
Subsidiary shall be joint and several in nature. The Obligations of all Designated
Borrowers that are Foreign Subsidiaries shall be several in nature.




(d) Each Subsidiary of the Company that is or becomes a “Designated Borrower” pursuant
to this Section 2.14 hereby irrevocably appoints the Company as its agent for all purposes
relevant to this Agreement and each of the other Loan Documents, including (i) the giving
and receipt of notices, (ii) the execution and delivery of all documents, instruments and
certificates contemplated herein and all modifications hereto, and (iii) the receipt of the
proceeds of any Loans made by the Lenders to any such Designated Borrower hereunder. Any
acknowledgment, consent, direction, certification or other action which might otherwise be
valid or effective only if given or taken by all Borrowers, or by each Borrower acting
singly, shall be valid and effective if given or taken only by the Company, whether or not
any such other Borrower joins therein. Any notice, demand, consent, acknowledgement,
direction, certification or other communication delivered to the Company in accordance with
the terms of this Agreement shall be deemed to have been delivered to each Designated
Borrower.




(e) The Company may from time to time, upon not less than 15 Business Days’ notice from
the Company to the Administrative Agent (or such shorter period as may be agreed by the
Administrative Agent in its sole discretion), terminate a Designated Borrower’s status as
such, provided that there are no outstanding Loans payable by such Designated Borrower, or
other amounts payable by such Designated Borrower on account of any Loans made to it, as of
the effective date of such termination. The Administrative Agent will promptly notify the
Lenders of any such termination of a Designated Borrower’s status.



2.15 Increase in Commitments.




(a) Request for Increase. Provided there exists no Default, upon notice to the
Administrative Agent (which shall promptly notify the Lenders), the Company may from time to
time, request an increase in the Aggregate Commitments by an amount (for all such requests)
not exceeding $10,000,000; provided that (i) any such request for an increase shall be in a
minimum amount of $5,000,000, and (ii) the Company may make a maximum of two such requests.
At the time of sending such notice, the Company (in consultation with the Administrative
Agent) shall specify the time period within which each Lender is requested to respond (which
shall in no event be less than ten Business Days from the date of delivery of such notice to
the Lenders).




(b) Lender Elections to Increase. Each Lender shall notify the Administrative Agent
within such time period whether or not it agrees to increase its Commitment and, if so,
whether by an amount equal to, greater than, or less than its Applicable Percentage of such
requested increase. Any Lender not responding within such time period shall be deemed to
have declined to increase its Commitment.




(c) Notification by Administrative Agent; Additional Lenders. The Administrative Agent
shall notify the Company and each Lender of the Lenders’ responses to each request made
hereunder. To achieve the full amount of a requested increase and subject to the approval
of the Administrative Agent, the L/C Issuer and the Swing Line Lender (which approvals shall
not be unreasonably withheld), the Company may also invite additional Eligible Assignees to
become Lenders pursuant to a joinder agreement in form and substance satisfactory to the
Administrative Agent and its counsel.




(d) Effective Date and Allocations. If the Aggregate Commitments are increased in
accordance with this Section, the Administrative Agent and the Company shall determine the
effective date (the “Increase Effective Date”) and the final allocation of such increase.
The Administrative Agent shall promptly notify the Company and the Lenders of the final
allocation of such increase and the Increase Effective Date.




(e) Conditions to Effectiveness of Increase. As a condition precedent to such
increase, the Company shall deliver to the Administrative Agent a certificate of each Loan
Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed
by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions
adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of
the Company, certifying that, before and after giving effect to such increase, (A) the
representations and warranties contained in Article V and the other Loan Documents are true
and correct on and as of the Increase Effective Date, except to the extent that such
representations and warranties specifically refer to an earlier date, in which case they are
true and correct as of such earlier date, and except that for purposes of this Section 2.15,
the representations and warranties contained in subsections (a) and (b) of Section 5.05
shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and
(b), respectively, of Section 6.01, and (B) no Default exists. The Borrowers shall prepay
any Committed Loans outstanding on the Increase Effective Date (and pay any additional
amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding
Committed Loans ratable with any revised Applicable Percentages arising from any nonratable
increase in the Commitments under this Section.




(f) Conflicting Provisions. This Section shall supersede any provisions in
Section 2.13 or 10.01 to the contrary.



Article III.

Taxes, Yield Protection and Illegality




3.01 Taxes.




(a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes.




(i) Any and all payments by or on account of any obligation of the respective
Borrowers hereunder or under any other Loan Document shall to the extent permitted
by applicable Laws be made free and clear of and without reduction or withholding
for any Taxes. If, however, applicable Laws require any Borrower or the
Administrative Agent to withhold or deduct any Tax, such Tax shall be withheld or
deducted in accordance with such Laws as determined by such Borrower or the
Administrative Agent, as the case may be, upon the basis of the information and
documentation to be delivered pursuant to subsection (e) below.




(ii) If any Borrower or the Administrative Agent shall be required by the Code
to withhold or deduct any Taxes, including both United States Federal backup
withholding and withholding taxes, from any payment, then (A) the Administrative
Agent shall withhold or make such deductions as are determined by the Administrative
Agent to be required based upon the information and documentation it has received
pursuant to subsection (e) below, (B) the Administrative Agent shall timely pay the
full amount withheld or deducted to the relevant Governmental Authority in
accordance with the Code, and (C) to the extent that the withholding or deduction is
made on account of Indemnified Taxes or Other Taxes, the sum payable by such
Borrower shall be increased as necessary so that after any required withholding or
the making of all required deductions (including deductions applicable to additional
sums payable under this Section) the Administrative Agent, Lender or L/C Issuer, as
the case may be, receives an amount equal to the sum it would have received had no
such withholding or deduction been made.




(iii) If any Borrower or the Administrative Agent shall be required by any
applicable Laws other than the Code to withhold or deduct any Taxes from any
payment, then (A) such Borrower or the Administrative Agent, as required by such
Laws, shall withhold or make such deductions as are determined by it to be required
based upon the information and documentation it has received pursuant to
subsection (e) below, (B) such Borrower or the Administrative Agent, to the extent
required by such Laws, shall timely pay the full amount so withheld or deducted by
it to the relevant Governmental Authority in accordance with such Laws, and (C) to
the extent that the withholding or deduction is made on account of Indemnified Taxes
or Other Taxes, the sum payable by such Borrower shall be increased as necessary so
that after any required withholding or the making of all required deductions
(including deductions applicable to additional sums payable under this Section) the
Administrative Agent, Lender or L/C Issuer, as the case may be, receives an amount
equal to the sum it would have received had no such withholding or deduction been
made.




(b) Payment of Other Taxes by the Borrowers. Without limiting the provisions of
subsection (a) above, each Borrower shall timely pay any Other Taxes to the relevant
Governmental Authority in accordance with applicable Laws.




(c) Tax Indemnifications.




(i) Without limiting the provisions of subsection (a) or (b) above, each
Borrower shall, and does hereby, indemnify the Administrative Agent, each Lender and
the L/C Issuer, and shall make payment in respect thereof within 10 days after
demand therefor, for the full amount of any Indemnified Taxes or Other Taxes
(including Indemnified Taxes or Other Taxes imposed or asserted on or attributable
to amounts payable under this Section) withheld or deducted by such Borrower or the
Administrative Agent or paid by the Administrative Agent, such Lender or the L/C
Issuer, as the case may be, and any penalties, interest and reasonable expenses
arising therefrom or with respect thereto, whether or not such Indemnified Taxes or
Other Taxes were correctly or legally imposed or asserted by the relevant
Governmental Authority. Each Borrower shall also, and does hereby, indemnify the
Administrative Agent, and shall make payment in respect thereof within 10 days after
demand therefor, for any amount which a Lender or the L/C Issuer for any reason
fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of
this subsection. A certificate as to the amount of any such payment or liability
delivered to a Borrower by a Lender or the L/C Issuer (with a copy to the
Administrative Agent), or by the Administrative Agent on its own behalf or on behalf
of a Lender or the L/C Issuer, shall be conclusive absent manifest error.




(ii) Without limiting the provisions of subsection (a) or (b) above, each
Lender and the L/C Issuer shall, and does hereby, indemnify each Borrower and the
Administrative Agent, and shall make payment in respect thereof within 10 days after
demand therefor, against any and all Taxes and any and all related losses, claims,
liabilities, penalties, interest and expenses (including the fees, charges and
disbursements of any counsel for such Borrower or the Administrative Agent) incurred
by or asserted against such Borrower or the Administrative Agent by any Governmental
Authority as a result of the failure by such Lender or the L/C Issuer, as the case
may be, to deliver, or as a result of the inaccuracy, inadequacy or deficiency of,
any documentation required to be delivered by such Lender or the L/C Issuer, as the
case may be, to such Borrower or the Administrative Agent pursuant to
subsection (e). Each Lender and the L/C Issuer hereby authorizes the Administrative
Agent to set off and apply any and all amounts at any time owing to such Lender or
the L/C Issuer, as the case may be, under this Agreement or any other Loan Document
against any amount due to the Administrative Agent under this clause (ii). The
agreements in this clause (ii) shall survive the resignation and/or replacement of
the Administrative Agent, any assignment of rights by, or the replacement of, a
Lender or the L/C Issuer, the termination of the Aggregate Commitments and the
repayment, satisfaction or discharge of all other Obligations.




(d) Evidence of Payments. Upon request by a Borrower or the Administrative Agent, as
the case may be, after any payment of Taxes by such Borrower or by the Administrative Agent
to a Governmental Authority as provided in this Section 3.01, such Borrower shall deliver to
the Administrative Agent or the Administrative Agent shall deliver to such Borrower, as the
case may be, the original or a certified copy of a receipt issued by such Governmental
Authority evidencing such payment, a copy of any return required by Laws to report such
payment or other evidence of such payment reasonably satisfactory to such Borrower or the
Administrative Agent, as the case may be.




(e) Status of Lenders; Tax Documentation.




(i) Each Lender shall deliver to the Company and to the Administrative Agent,
at the time or times prescribed by applicable Laws or when reasonably requested by
the Company or the Administrative Agent, such properly completed and executed
documentation prescribed by applicable Laws or by the taxing authorities of any
jurisdiction and such other reasonably requested information as will permit the
Company or the Administrative Agent, as the case may be, to determine (A) whether or
not payments made by the respective Borrowers hereunder or under any other Loan
Document are subject to Taxes, (B) if applicable, the required rate of withholding
or deduction, and (C) such Lender’s entitlement to any available exemption from, or
reduction of, applicable Taxes in respect of all payments to be made to such Lender
by the respective Borrowers pursuant to this Agreement or otherwise to establish
such Lender’s status for withholding tax purposes in the applicable jurisdictions.




(ii) Without limiting the generality of the foregoing, if a Borrower is
resident for tax purposes in the United States,




(A) any Lender that is a “United States person” within the meaning of
Section 7701(a)(30) of the Code shall deliver to the Company and the
Administrative Agent executed originals of Internal Revenue Service Form W-9
or such other documentation or information prescribed by applicable Laws or
reasonably requested by the Company on behalf of such Borrower or the
Administrative Agent as will enable such Borrower or the Administrative
Agent, as the case may be, to determine whether or not such Lender is
subject to backup withholding or information reporting requirements; and




(B) each Foreign Lender that is entitled under the Code or any
applicable treaty to an exemption from or reduction of withholding tax with
respect to payments hereunder or under any other Loan Document shall deliver
to the Company and the Administrative Agent (in such number of copies as
shall be requested by the recipient) on or prior to the date on which such
Foreign Lender becomes a Lender under this Agreement (and from time to time
thereafter upon the request of the Company on behalf of such Borrower or the
Administrative Agent, but only if such Foreign Lender is legally entitled to
do so), whichever of the following is applicable:




(1) executed originals of Internal Revenue Service Form W-8BEN
claiming eligibility for benefits of an income tax treaty to which
the United States is a party,




(2) executed originals of Internal Revenue Service Form W-8ECI,




(3) executed originals of Internal Revenue Service Form W-8IMY
and all required supporting documentation,




(4) in the case of a Foreign Lender claiming the benefits of the
exemption for portfolio interest under Section 881(c) of the Code,
(x) a certificate to the effect that such Foreign Lender is not (A) a
“bank” within the meaning of Section 881(c)(3)(A) of the Code, (B) a
“10 percent shareholder” of such Borrower within the meaning of
Section 881(c)(3)(B) of the Code, or (C) a “controlled foreign
corporation” described in Section 881(c)(3)(C) of the Code and
(y) executed originals of Internal Revenue Service Form W-8BEN, or




(5) executed originals of any other form prescribed by
applicable Laws as a basis for claiming exemption from or a reduction
in United States Federal withholding tax together with such
supplementary documentation as may be prescribed by applicable Laws
to permit such Borrower or the Administrative Agent to determine the
withholding or deduction required to be made.




(iii) Each Lender shall promptly (A) notify the Company and the Administrative
Agent of any change in circumstances which would modify or render invalid any
claimed exemption or reduction, and (B) take such steps as shall not be materially
disadvantageous to it, in the reasonable judgment of such Lender, and as may be
reasonably necessary (including the re-designation of its Lending Office) to avoid
any requirement of applicable Laws of any jurisdiction that any Borrower or the
Administrative Agent make any withholding or deduction for taxes from amounts
payable to such Lender.




(iv) Each of the Borrowers shall promptly deliver to the Administrative Agent
or any Lender, as the Administrative Agent or such Lender shall reasonably request,
on or prior to the Closing Date (or such later date on which it first becomes a
Borrower), and in a timely fashion thereafter, such documents and forms required by
any relevant taxing authorities under the Laws of any jurisdiction, duly executed
and completed by such Borrower, as are required to be furnished by such Lender or
the Administrative Agent under such Laws in connection with any payment by the
Administrative Agent or any Lender of Taxes or Other Taxes, or otherwise in
connection with the Loan Documents, with respect to such jurisdiction.




(f) Treatment of Certain Refunds. Unless required by applicable Laws, at no time shall
the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a
Lender or the L/C Issuer, or have any obligation to pay to any Lender or the L/C Issuer, any
refund of Taxes withheld or deducted from funds paid for the account of such Lender or the
L/C Issuer, as the case may be. If the Administrative Agent, any Lender or the L/C Issuer
determines that it has received a refund of any Taxes or Other Taxes as to which it has been
indemnified by any Borrower or with respect to which any Borrower has paid additional
amounts pursuant to this Section, it shall pay to such Borrower an amount equal to such
refund (but only to the extent of indemnity payments made, or additional amounts paid, by
such Borrower under this Section with respect to the Taxes or Other Taxes giving rise to
such refund), net of all out-of-pocket expenses and net of any loss or gain realized in the
conversion of such funds from or to another currency incurred by the Administrative Agent,
such Lender or the L/C Issuer, as the case may be, and without interest (other than any
interest paid by the relevant Governmental Authority with respect to such refund), provided
that each Borrower, upon the request of the Administrative Agent, such Lender or the L/C
Issuer, agrees to repay the amount paid over to such Borrower (plus any penalties, interest
or other charges imposed by the relevant Governmental Authority) to the Administrative
Agent, such Lender or the L/C Issuer in the event the Administrative Agent, such Lender or
the L/C Issuer is required to repay such refund to such Governmental Authority. This
subsection shall not be construed to require the Administrative Agent, any Lender or the L/C
Issuer to make available its tax returns (or any other information relating to its taxes
that it deems confidential) to any Borrower or any other Person.



3.02 Illegality. If any Lender determines that any Law has made it unlawful, or that any
Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending
Office to make, maintain or fund Eurocurrency Rate Loans (whether denominated in Dollars or an
Alternative Currency), or to determine or charge interest rates based upon the Eurocurrency Rate,
or any Governmental Authority has imposed material restrictions on the authority of such Lender to
purchase or sell, or to take deposits of, Dollars or any Alternative Currency in the applicable
interbank market, then, on notice thereof by such Lender to the Company through the Administrative
Agent, any obligation of such Lender to make or continue Eurocurrency Rate Loans in the affected
currency or currencies or, in the case of Eurocurrency Rate Loans in Dollars, to convert Base Rate
Committed Loans to Eurocurrency Rate Loans, shall be suspended until such Lender notifies the
Administrative Agent and the Company that the circumstances giving rise to such determination no
longer exist. Upon receipt of such notice, the Borrowers shall, upon demand from such Lender (with
a copy to the Administrative Agent), prepay or, if applicable and such Loans are denominated in
Dollars, convert all such Eurocurrency Rate Loans of such Lender to Base Rate Loans, either on the
last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such
Eurocurrency Rate Loans to such day, or immediately, if such Lender may not lawfully continue to
maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrowers shall
also pay accrued interest on the amount so prepaid or converted.



3.03 Inability to Determine Rates. If the Required Lenders determine that for any reason in
connection with any request for a Eurocurrency Rate Loan or a conversion to or continuation thereof
that (a) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in
the applicable offshore interbank market for such currency for the applicable amount and Interest
Period of such Eurocurrency Rate Loan, (b) adequate and reasonable means do not exist for
determining the Eurocurrency Rate for any requested Interest Period with respect to a proposed
Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency), or (c) the
Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate
Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurocurrency
Rate Loan, the Administrative Agent will promptly so notify the Company and each Lender.
Thereafter, the obligation of the Lenders to make or maintain Eurocurrency Rate Loans in the
affected currency or currencies shall be suspended until the Administrative Agent (upon the
instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Company
may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency
Rate Loans in the affected currency or currencies or, failing that, will be deemed to have
converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount
specified therein.



3.04 Increased Costs; Reserves on Eurocurrency Rate Loans.




(a) Increased Costs Generally. If any Change in Law shall:




(i) impose, modify or deem applicable any reserve, special deposit, compulsory
loan, insurance charge or similar requirement against assets of, deposits with or
for the account of, or credit extended or participated in by, any Lender (including
(A) any reserve requirement in respect of Eurocurrency Funds or deposits but
excluding (B) the requirements of the Bank of England and the Financial Services
Authority or the European Central Bank reflected in the Mandatory Cost, other than
as set forth below) or the L/C Issuer;




(ii) subject any Lender or the L/C Issuer to any tax of any kind whatsoever
with respect to this Agreement, any Letter of Credit, any participation in a Letter
of Credit or any Eurocurrency Rate Loan made by it, or change the basis of taxation
of payments to such Lender or the L/C Issuer in respect thereof (except for
Indemnified Taxes or Other Taxes covered by Section 3.01 and the imposition of, or
any change in the rate of, any Excluded Tax payable by such Lender or the L/C
Issuer);




(iii) result in the failure of the Mandatory Cost, as calculated hereunder, to
represent the cost to any Lender of complying with the requirements of the Bank of
England and/or the Financial Services Authority or the European Central Bank in
relation to its making, funding or maintaining Eurocurrency Rate Loans; or




(iv) impose on any Lender or the L/C Issuer or the London interbank market any
other condition, cost or expense affecting this Agreement or Eurocurrency Rate Loans
made by such Lender or any Letter of Credit or participation therein;



and the result of any of the foregoing shall be to increase the cost to such Lender of making or
maintaining any Eurocurrency Rate Loan (or of maintaining its obligation to make any such Loan), or
to increase the cost to such Lender or the L/C Issuer of participating in, issuing or maintaining
any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of
Credit), or to reduce the amount of any sum received or receivable by such Lender or the L/C Issuer
hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or
the L/C Issuer, the Company will pay (or cause the applicable Designated Borrower to pay) to such
Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate
such Lender or the L/C Issuer, as the case may be, for such additional costs incurred or reduction
suffered.




(b) Capital Requirements. If any Lender or the L/C Issuer determines that any Change
in Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such
Lender’s or the L/C Issuer’s holding company, if any, regarding capital requirements has or
would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s
capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a
consequence of this Agreement, the Commitments of such Lender or the Loans made by, or
participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by
the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s
or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking
into consideration such Lender’s or the L/C Issuer’s policies and the policies of such
Lender’s or the L/C Issuer’s holding company with respect to capital adequacy), then from
time to time the Company will pay (or cause the applicable Designated Borrower to pay) to
such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will
compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding
company for any such reduction suffered. No demand for compensation under this Section
3.04(b) shall be made by any Lender unless such Lender is making similar demands upon
similarly situated borrowers.




(c) Certificates for Reimbursement. A certificate of a Lender or the L/C Issuer
setting forth the amount or amounts necessary to compensate such Lender or the L/C Issuer or
its holding company, as the case may be, as specified in subsection (a) or (b) of this
Section and delivered to the Company shall be conclusive absent manifest error. The Company
shall pay (or cause the applicable Designated Borrower to pay) such Lender or the L/C
Issuer, as the case may be, the amount shown as due on any such certificate within 10 days
after receipt thereof.




(d) Delay in Requests. Failure or delay on the part of any Lender or the L/C Issuer to
demand compensation pursuant to the foregoing provisions of this Section shall not
constitute a waiver of such Lender’s or the L/C Issuer’s right to demand such compensation,
provided that no Borrower shall be required to compensate a Lender or the L/C Issuer
pursuant to the foregoing provisions of this Section for any increased costs incurred or
reductions suffered more than nine months prior to the date that such Lender or the L/C
Issuer, as the case may be, notifies the Company of the Change in Law giving rise to such
increased costs or reductions and of such Lender’s or the L/C Issuer’s intention to claim
compensation therefor (except that, if the Change in Law giving rise to such increased costs
or reductions is retroactive, then the nine-month period referred to above shall be extended
to include the period of retroactive effect thereof).



3.05 Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent)
from time to time, the Company shall promptly compensate (or cause the applicable Designated
Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or
expense incurred by it as a result of:




(a) any continuation, conversion, payment or prepayment of any Loan other than a Base
Rate Loan on a day other than the last day of the Interest Period for such Loan (whether
voluntary, mandatory, automatic, by reason of acceleration, or otherwise);




(b) any failure by any Borrower (for a reason other than the failure of such Lender to
make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on
the date or in the amount notified by the Company or the applicable Designated Borrower;




(c) any failure by any Borrower to make payment of any Loan or drawing under any Letter
of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled
due date or any payment thereof in a different currency; or




(d) any assignment of a Eurocurrency Rate Loan on a day other than the last day of the
Interest Period therefor as a result of a request by the Company pursuant to Section 10.13;



including any loss of anticipated profits, any foreign exchange losses and any loss or expense
arising from the liquidation or reemployment of funds obtained by it to maintain such Loan, from
fees payable to terminate the deposits from which such funds were obtained or from the performance
of any foreign exchange contract. The Company shall also pay (or cause the applicable Designated
Borrower to pay) any customary administrative fees charged by such Lender in connection with the
foregoing.



For purposes of calculating amounts payable by the Company (or the applicable Designated Borrower)
to the Lenders under this Section 3.05, each Lender shall be deemed to have funded each
Eurocurrency Rate Loan made by it at the Eurocurrency Rate for such Loan by a matching deposit or
other borrowing in the offshore interbank market for such currency for a comparable amount and for
a comparable period, whether or not such Eurocurrency Rate Loan was in fact so funded.



3.06 Mitigation Obligations; Replacement of Lenders.




(a) Designation of a Different Lending Office. If any Lender requests compensation
under Section 3.04, or any Borrower is required to pay any additional amount to any Lender,
the L/C Issuer, or any Governmental Authority for the account of any Lender or the L/C
Issuer pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02,
then such Lender or the L/C Issuer shall, as applicable, use reasonable efforts to designate
a different Lending Office for funding or booking its Loans hereunder or to assign its
rights and obligations hereunder to another of its offices, branches or affiliates, if, in
the judgment of such Lender or the L/C Issuer, such designation or assignment (i) would
eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in
the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable,
and (ii) in each case, would not subject such Lender or the L/C Issuer, as the case may be,
to any unreimbursed cost or expense and would not otherwise be disadvantageous to such
Lender or the L/C Issuer, as the case may be. The Company hereby agrees to pay (or to cause
the applicable Designated Borrower to pay) all reasonable costs and expenses incurred by any
Lender or the L/C Issuer in connection with any such designation or assignment.




(b) Replacement of Lenders. If any Lender requests compensation under Section 3.04, or
if any Borrower is required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 3.01, the Company may replace
such Lender in accordance with Section 10.13.



3.07 Survival. All of the Borrowers’ obligations under this Article III shall survive termination
of the Aggregate Commitments, repayment of all other Obligations hereunder, and resignation of the
Administrative Agent.



Article IV.

Conditions Precedent to Credit Extensions




4.01 Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to
make its initial Credit Extension hereunder is subject to satisfaction of the following conditions
precedent:




(a) The Administrative Agent’s receipt of the following, each of which shall be
originals or telecopies (followed promptly by originals) unless otherwise specified, each
properly executed by a Responsible Officer of the signing Loan Party, each dated the date of
this Agreement (or, in the case of certificates of governmental officials, a recent date
before the date of this Agreement) and each in form and substance satisfactory to the
Administrative Agent and each of the Lenders:




(i) executed counterparts of this Agreement, sufficient in number for
distribution to the Administrative Agent, each Lender and the Company;




(ii) Notes executed by the Borrowers in favor of each Lender requesting Notes;




(iii) the Collateral Documents, creating Liens on the Collateral, duly executed
by each applicable Loan Party, together with:




(A) proper Financing Statements in form appropriate for filing under
the Uniform Commercial Code of all jurisdictions that the Administrative
Agent may deem necessary or desirable in order to perfect the Liens created
under the Collateral Documents, covering the Collateral described in the
Collateral Documents,




(B) Uniform Commercial Code Searches, dated on or before the date of
the initial Credit Extension, listing all effective financing statements
filed in the jurisdictions referred to in clause (A) above that name each
applicable Loan Party as debtor, together with copies of such other
financing statements,




(C) evidence of the completion of all other actions, recordings and
filings of or with respect to the Collateral Documents that the
Administrative Agent may deem necessary or desirable in order to perfect the
Liens created thereby, whether in the United States, the United Kingdom,
Australia or any other jurisdiction,




(D) evidence that all other action that the Administrative Agent may
deem necessary or desirable in order to perfect and establish the priority
of the Liens created under the Collateral Documents has been taken
(including receipt of share certificates and share transfer forms executed
in blank, the Intercompany Notes endorsed in blank and duly executed payoff
letters, UCC-3 termination statements and consent agreements), and




(E) binding title insurance commitments or policies insuring the Liens
on any real property subject to the Collateral Documents and other evidence
satisfactory to the Administrative Agent as to the intended priority of the
Liens created under the Collateral Documents.




(iv) such certificates of resolutions or other action, incumbency certificates
and/or other certificates of Responsible Officers of each Loan Party as the
Administrative Agent may require evidencing the identity, authority and capacity of
each Responsible Officer thereof authorized to act as a Responsible Officer in
connection with this Agreement and the other Loan Documents to which such Loan Party
is a party;




(v) such documents and certifications as the Administrative Agent may
reasonably require to evidence that each Loan Party is duly organized or formed, and
that each Loan Party is validly existing, in good standing and qualified to engage
in business in each jurisdiction where its ownership, lease or operation of
properties or the conduct of its business requires such qualification, except to the
extent that failure to do so could not reasonably be expected to have a Material
Adverse Effect;




(vi) a favorable opinion of Cowles & Thompson, counsel to the Loan Parties,
addressed to the Administrative Agent and each Lender, as to the matters set forth
in Exhibit I and such other matters concerning the Loan Parties and the Loan
Documents as the Administrative Agent may reasonably request;




(vii) favorable opinions of United Kingdom counsel to FIFL, FL and any other
Foreign Obligor organized under the Laws of the United Kingdom, and of other counsel
to other Foreign Obligors addressed to the Administrative Agent and each Lender, as
to such matters concerning FIFL, FL, such other Foreign Obligors, and the Loan
Documents as the Administrative Agent may reasonably request;




(viii) a certificate of a Responsible Officer of each Loan Party (or the
Company on behalf of each Loan Party) either (A) attaching copies of all consents,
licenses and approvals required in connection with the execution, delivery and
performance by each Loan Party and the validity against each Loan Party of the Loan
Documents to which it is a party, and such consents, licenses and approvals shall be
in full force and effect, or (B) stating that no such consents, licenses or
approvals are so required;




(ix) a certificate signed by a Responsible Officer of the Company certifying
(A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied;
(B) that there has been no event or circumstance since the date of the Audited
Financial Statements that has had or could be reasonably expected to have, either
individually or in the aggregate, a Material Adverse Effect; and (C) a calculation
of the Funded Debt to EBITDA Ratio as of the last day of the fiscal quarter of the
Company ended on March 31, 2009, calculated on a pro forma basis as if the Closing
Date and the initial Borrowing occurred on March 31, 2009;




(x) a duly completed Compliance Certificate as of the last day of the fiscal
quarter of the Company ended on March 31, 2009, completed on a pro forma basis as if
the Closing Date and the initial Borrowing occurred on March 31, 2009, signed by a
Responsible Officer of the Company;




(xi) evidence that all insurance required to be maintained pursuant to the Loan
Documents has been obtained and is in effect;




(xii) evidence that the Existing Credit Agreement has been or concurrently with
the Closing Date is being terminated and all Liens securing obligations under the
Existing Credit Agreement have been or concurrently with the Closing Date are being
released;




(xiii) unaudited consolidated and consolidating income statements of the
Company and its Subsidiaries as of and for each of the four month period ended April
30, 2009 and the five month period ended May 31, 2009; and




(xiv) such other assurances, certificates, documents, consents or opinions as
the Administrative Agent, the L/C Issuer, the Swing Line Lender or the Required
Lenders reasonably may require.




(b) Any fees required to be paid on or before the Closing Date shall have been paid.




(c) Unless waived by the Administrative Agent, the Company shall have paid all fees,
charges and disbursements of counsel to the Administrative Agent (directly to such counsel
if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing
Date, plus such additional amounts of such fees, charges and disbursements as shall
constitute its reasonable estimate of such fees, charges and disbursements incurred or to be
incurred by it through the closing proceedings (provided that such estimate shall not
thereafter preclude a final settling of accounts between the Company and the Administrative
Agent).




(d) The Closing Date shall have occurred on or before August 10, 2009.



Without limiting the generality of the provisions of the last paragraph of Section 9.03, for
purposes of determining compliance with the conditions specified in this Section 4.01, each Lender
that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be
satisfied with, each document or other matter required thereunder to be consented to or approved by
or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received
notice from such Lender prior to the proposed Closing Date specifying its objection thereto.



4.02 Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for
Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed
Loans to the other Type, or a continuation of Eurocurrency Rate Loans) is subject to the following
conditions precedent:




(a) The representations and warranties of (i) the Borrowers contained in Article V and
(ii) each Loan Party contained in each other Loan Document or in any document furnished at
any time under or in connection herewith or therewith, shall be true and correct on and as
of the date of such Credit Extension, except to the extent that such representations and
warranties specifically refer to an earlier date, in which case they shall be true and
correct as of such earlier date, and except that for purposes of this Section 4.02, the
representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be
deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b),
respectively, of Section 6.01.




(b) No Default shall exist, or would result from such proposed Credit Extension or the
application of the proceeds thereof.




(c) The Administrative Agent and, if applicable, the L/C Issuer or the Swing Line
Lender shall have received a Request for Credit Extension in accordance with the
requirements hereof.




(d) If the applicable Borrower is a Designated Borrower, then the conditions of
Section 2.14 to the designation of such Borrower as a Designated Borrower shall have been
met to the satisfaction of the Administrative Agent.




(e) In the case of a Credit Extension to be denominated in an Alternative Currency,
there shall not have occurred any change in national or international financial, political
or economic conditions or currency exchange rates or exchange controls which in the
reasonable opinion of the Administrative Agent, the Required Lenders (in the case of any
Loans to be denominated in an Alternative Currency) or the L/C Issuer (in the case of any
Letter of Credit to be denominated in an Alternative Currency) would make it impracticable
for such Credit Extension to be denominated in the relevant Alternative Currency.




(f) The Administrative Agent shall have received such other assurances, certificates,
documents, consents or opinions as it may reasonably request in order to preserve, perfect
and protect the rights of the Lenders and Secured Parties under the Loan Documents and the
Liens created by the Collateral Documents.



Each Request for Credit Extension (other than a Committed Loan Notice requesting only a
conversion of Committed Loans to the other Type or a continuation of Eurocurrency Rate Loans)
submitted by the Company shall be deemed to be a representation and warranty that the conditions
specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable
Credit Extension.



Article V.

Representations and Warranties




Except as otherwise provided in Section 5.19, each Borrower represents and warrants to the
Administrative Agent and the Lenders that:



5.01 Existence, Qualification and Power. The Company and each Subsidiary thereof (a) is duly
organized or formed, validly existing and, as applicable, in good standing under the Laws of the
jurisdiction of its incorporation or organization, (b) has all requisite power and authority and
all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its
assets and carry on its business and (ii) execute, deliver and perform its obligations under the
Loan Documents to which it is a party, and (c) is duly qualified and is licensed and, as
applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or
operation of properties or the conduct of its business requires such qualification or license;
except in each case referred to in clause (b)(i) or (c), to the extent that failure to do so could
not reasonably be expected to have a Material Adverse Effect.



5.02 Authorization; No Contravention. The execution, delivery and performance by each Loan Party
of each Loan Document to which such Person is party, have been duly authorized by all necessary
corporate or other organizational action, and do not and will not (a) contravene the terms of any
of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention
of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual
Obligation to which such Person is a party or affecting such Person or the properties of such
Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental
Authority or any arbitral award to which such Person or its property is subject; or (c) violate any
Law.



5.03 Governmental Authorization; Other Consents. No approval, consent, exemption, authorization,
or other action by, or notice to, or filing with, any Governmental Authority or any other Person is
necessary or required in connection with the execution, delivery or performance by, or enforcement
against, any Loan Party of this Agreement or any other Loan Document.



5.04 Binding Effect. This Agreement has been, and each other Loan Document, when delivered
hereunder, will have been, duly executed and delivered by each Loan Party that is party thereto.
This Agreement constitutes, and each other Loan Document when so delivered will constitute, a
legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is
party thereto in accordance with its terms.



5.05 Financial Statements; No Material Adverse Effect.




(a) The Audited Financial Statements (i) were prepared in accordance with GAAP
consistently applied throughout the period covered thereby, except as otherwise expressly
noted therein; (ii) fairly present the financial condition of the Company and its
Subsidiaries as of the date thereof and their results of operations for the period covered
thereby in accordance with GAAP consistently applied throughout the period covered thereby,
except as otherwise expressly noted therein; and (iii) show all material indebtedness and
other liabilities, direct or contingent, of the Company and its Subsidiaries as of the date
thereof, including liabilities for taxes, material commitments and Indebtedness.




(b) The unaudited consolidated and consolidating balance sheets of the Company and its
Subsidiaries dated March 31, 2009, and the related consolidated and consolidating statements
of income or operations and consolidated statements of shareholders’ equity and cash flows
for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP
consistently applied throughout the period covered thereby, except as otherwise expressly
noted therein, and (ii) fairly present the financial condition of the Company and its
Subsidiaries as of the date thereof and their results of operations for the period covered
thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to
normal year-end audit adjustments.




(c) Since the date of the Audited Financial Statements, there has been no event or
circumstance, either individually or in the aggregate, that has had or could reasonably be
expected to have a Material Adverse Effect.



5.06 Litigation. There are no actions, suits, proceedings, claims or disputes pending or, to the
knowledge of the Company after due and diligent investigation, threatened or contemplated, at law,
in equity, in arbitration or before any Governmental Authority, by or against the Company or any of
its Subsidiaries or against any of their properties or revenues that (a) purport to affect or
pertain to this Agreement or any other Loan Document, or any of the transactions contemplated
hereby, or (b) except as specifically disclosed in Schedule 5.06, either individually or in the
aggregate, if determined adversely, could reasonably be expected to have a Material Adverse Effect,
and there has been no adverse change in the status, or financial effect on any Loan Party or any
Subsidiary thereof, of the matters described on Schedule 5.06.



5.07 No Default. Neither any Loan Party nor any Subsidiary thereof is in default under or with
respect to any Contractual Obligation that could, either individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect. No Default has occurred and is
continuing or would result from the consummation of the transactions contemplated by this Agreement
or any other Loan Document.



5.08 Ownership of Property; Liens. Each of the Company and each Subsidiary has good and marketable
title to, or valid leasehold interests in, all property necessary or used in the ordinary conduct
of its business, except for such defects in title as could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect. The property of the Company and its
Subsidiaries is subject to no Liens, other than Liens permitted by Section 7.01. As of the date of
this Agreement, all real property of the Company or any Subsidiary and the owner or lessee thereof
is described on Schedule 5.08, located in the United States or the United Kingdom and neither the
Company nor any Subsidiary owns any real property in Australia.



5.09 Environmental Compliance. The Company and its Subsidiaries conduct in the ordinary course of
business a review of the effect of existing Environmental Laws and claims alleging potential
liability or responsibility for violation of any Environmental Law on their respective businesses,
operations and properties, and as a result thereof the Company has reasonably concluded that,
except as specifically disclosed in Schedule 5.09, such Environmental Laws and claims could not,
individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or
result in Environmental Liabilities in excess of $3,000,000.



5.10 Insurance. The properties of the Company and its Subsidiaries are insured with financially
sound and reputable insurance companies not Affiliates of the Company, in such amounts, with such
deductibles and covering such risks as are customarily carried by companies engaged in similar
businesses and owning similar properties in localities where the Company or the applicable
Subsidiary operates.



5.11 Taxes. The Company and its Subsidiaries have filed all United States, foreign, state and
other material tax returns and reports required to be filed, and have paid all United States,
foreign, state and other material taxes, assessments, fees and other governmental charges levied or
imposed upon them or their properties, income or assets otherwise due and payable, except those
which are being contested in good faith by appropriate proceedings diligently conducted and for
which adequate reserves have been provided in accordance with GAAP. There is no proposed tax
assessment against the Company or any Subsidiary that would, if made, have a Material Adverse
Effect. Neither the Company nor any Subsidiary thereof is party to any tax sharing agreement.



5.12 ERISA Compliance.




(a) Each Plan is in compliance in all material respects with the applicable provisions
of ERISA, the Code and other Federal or state Laws. Each Plan that is intended to qualify
under Section 401(a) of the Code has received a favorable determination letter from the IRS
or an application for such a letter is currently being processed by the IRS with respect
thereto and, to the best knowledge of the Company, nothing has occurred which would prevent,
or cause the loss of, such qualification. The Company and each ERISA Affiliate have made
all required contributions to each Plan subject to Section 412 of the Code, and no
application for a funding waiver or an extension of any amortization period pursuant to
Section 412 of the Code has been made with respect to any Plan.




(b) There are no pending or, to the best knowledge of the Company, threatened claims,
actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that
could reasonably be expected to have a Material Adverse Effect. There has been no
prohibited transaction or violation of the fiduciary responsibility rules with respect to
any Plan that has resulted or could reasonably be expected to result in a Material Adverse
Effect.




(c) (i) No ERISA Event has occurred or is reasonably expected to occur; (ii) except as
disclosed in the Parent’s Form 10-K for the fiscal year ended December 31, 2008, no Pension
Plan has any Unfunded Pension Liability; (iii) except as disclosed in the Parent’s Form 10-K
for the fiscal year ended December 31, 2008, neither the Company nor any ERISA Affiliate has
incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect
to any Pension Plan (other than premiums due and not delinquent under Section 4007 of
ERISA); (iv) neither the Company nor any ERISA Affiliate has incurred, or reasonably expects
to incur, any liability (and no event has occurred which, with the giving of notice under
Section 4219 of ERISA, would result in such liability) under Section 4201 or 4243 of ERISA
with respect to a Multiemployer Plan; and (v) neither the Company nor any ERISA Affiliate
has engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA.



5.13 Subsidiaries; Equity Interests(a) . The Company is a wholly-owned Subsidiary of the
Parent. The Company has no Subsidiaries other than those specifically disclosed in Part (a) of
Schedule 5.13, and all of the outstanding Equity Interests in such Subsidiaries have been validly
issued, are fully paid and nonassessable and are owned as specified on Part (a) of Schedule 5.13
free and clear of all Liens. The Company has no equity investments in any other corporation or
entity other than those specifically disclosed in Part(b) of Schedule 5.13. All of the outstanding
Equity Interests in the Company have been validly issued, are fully paid and nonassessable, and are
owned by the Parent free and clear of all Liens.



5.14 Subsidiary Guarantors. As of the date of this Agreement, all Material Subsidiaries are
Subsidiary Guarantors. As of the date of this Agreement, Aero Precision & General Engineering
(Carlisle) Limited, Silk Engineering (Derby) Ltd, Furmatec and IPSCO International Limited, each of
which is organized under the Laws of the United Kingdom, are Dormant Subsidiaries. After giving
effect to compliance with Section 6.17, neither the aggregate consolidated assets of Foreign
Subsidiaries that are not Subsidiary Guarantors, as of the end of any fiscal quarter of the Company
ending on or after March 31, 2009, nor the aggregate consolidated gross revenues of Foreign
Subsidiaries that are not Subsidiary Guarantors, for any four consecutive fiscal quarters of the
Company ending on or after March 31, 2009, exceed 25% of the consolidated assets or the
consolidated gross revenues, respectively, of the Company and its Subsidiaries, as of the end of
such fiscal quarter or for such four consecutive fiscal quarters, respectively.



5.15 Margin Regulations; Investment Company Act.




(a) No Borrower is engaged or will engage, principally or as one of its important
activities, in the business of purchasing or carrying margin stock (within the meaning of
Regulation U issued by the FRB), or extending credit for the purpose of purchasing or
carrying margin stock. Following the application of the proceeds of each Borrowing or
drawing under each Letter of Credit, not more than 25% of the value of the assets (either of
the applicable Borrower only or of the Company and its Subsidiaries on a consolidated basis)
subject to the provisions of Section 7.01 or Section 7.05 or subject to any restriction
contained in any agreement or instrument between any Borrower and any Lender or any
Affiliate of any Lender relating to Indebtedness and within the scope of Section 8.01(e)
will be margin stock.




(b) None of the Company, any Person Controlling the Company, or any Subsidiary is or is
required to be registered as an “investment company” under the Investment Company Act of
1940.



5.16 Disclosure. The Company has disclosed to the Administrative Agent and the Lenders all
agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries
is subject, and all other matters known to it, that, individually or in the aggregate, could
reasonably be expected to result in a Material Adverse Effect. No report, financial statement,
certificate or other information furnished (whether in writing or orally) by or on behalf of any
Loan Party to the Administrative Agent or any Lender in connection with the transactions
contemplated hereby and the negotiation of this Agreement or delivered hereunder or under any other
Loan Document (in each case, as modified or supplemented by other information so furnished)
contains any material misstatement of fact or omits to state any material fact necessary to make
the statements therein, in the light of the circumstances under which they were made, not
misleading; provided that, with respect to projected financial information, the Company represents
only that such information was prepared in good faith based upon assumptions believed to be
reasonable at the time.



5.17 Compliance with Laws. Each Loan Party and each Subsidiary thereof is in compliance in all
material respects with the requirements of all Laws and all orders, writs, injunctions and decrees
applicable to it or to its properties, except in such instances in which (a) such requirement of
Law or order, writ, injunction or decree is being contested in good faith by appropriate
proceedings diligently conducted or (b) the failure to comply therewith, either individually or in
the aggregate, could not reasonably be expected to have a Material Adverse Effect.



5.18 Taxpayer Identification Number; Other Identifying Information. The true and correct U.S.
taxpayer identification number of the Company is set forth on Schedule 10.02. The true and correct
unique identification number of each Designated Borrower that is a Foreign Subsidiary and a party
hereto on the date of this Agreement that has been issued by its jurisdiction of organization and
the name of such jurisdiction are set forth on Schedule 5.18.



5.19 Intellectual Property; Licenses, Etc. The Company and its Subsidiaries own, or possess the
right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent
rights, franchises, licenses and other intellectual property rights (collectively, “IP Rights”)
that are reasonably necessary for the operation of their respective businesses, without conflict
with the rights of any other Person. To the best knowledge of the Company, no slogan or other
advertising device, product, process, method, substance, part or other material now employed, or
now contemplated to be employed, by the Company or any Subsidiary infringes upon any rights held by
any other Person. Except as specifically disclosed in Schedule 5.19, no claim or litigation
regarding any of the foregoing is pending or, to the best knowledge of the Company, threatened,
which, either individually or in the aggregate, could reasonably be expected to have a Material
Adverse Effect.



5.20 Representations as to Foreign Obligors. Each of the Company and each Foreign Obligor
represents and warrants to the Administrative Agent and the Lenders that:




(a) Such Foreign Obligor is subject to civil and commercial Laws with respect to its
obligations under this Agreement and the other Loan Documents to which it is a party
(collectively as to such Foreign Obligor, the “Applicable Foreign Obligor Documents”), and
the execution, delivery and performance by such Foreign Obligor of the Applicable Foreign
Obligor Documents constitute and will constitute private and commercial acts and not public
or governmental acts. Neither such Foreign Obligor nor any of its property has any immunity
from jurisdiction of any court or from any legal process (whether through service or notice,
attachment prior to judgment, attachment in aid of execution, execution or otherwise) under
the laws of the jurisdiction in which such Foreign Obligor is organized and existing in
respect of its obligations under the Applicable Foreign Obligor Documents.




(b) The Applicable Foreign Obligor Documents are in proper legal form under the Laws of
the jurisdiction in which such Foreign Obligor is organized and existing for the enforcement
thereof against such Foreign Obligor under the Laws of such jurisdiction, and to ensure the
legality, validity, enforceability, priority or admissibility in evidence of the Applicable
Foreign Obligor Documents. It is not necessary to ensure the legality, validity,
enforceability, priority or admissibility in evidence of the Applicable Foreign Obligor
Documents that the Applicable Foreign Obligor Documents be filed, registered or recorded
with, or executed or notarized before, any court or other authority in the jurisdiction in
which such Foreign Obligor is organized and existing or that any registration charge or
stamp or similar tax be paid on or in respect of the Applicable Foreign Obligor Documents or
any other document, except for (i) any such filing, registration, recording, execution or
notarization as has been made or is not required to be made until the Applicable Foreign
Obligor Document or any other document is sought to be enforced and (ii) any charge or tax
as has been timely paid.




(c) There is no tax, levy, impost, duty, fee, assessment or other governmental charge,
or any deduction or withholding, imposed by any Governmental Authority in or of the
jurisdiction in which such Foreign Obligor is organized and existing either (i) on or by
virtue of the execution or delivery of the Applicable Foreign Obligor Documents or (ii) on
any payment to be made by such Foreign Obligor pursuant to the Applicable Foreign Obligor
Documents, except as has been disclosed to the Administrative Agent.




(d) The execution, delivery and performance of the Applicable Foreign Obligor Documents
executed by such Foreign Obligor are, under applicable foreign exchange control regulations
of the jurisdiction in which such Foreign Obligor is organized and existing, not subject to
any notification or authorization except (i) such as have been made or obtained or (ii) such
as cannot be made or obtained until a later date (provided that any notification or
authorization described in clause (ii) shall be made or obtained as soon as is reasonably
practicable).



5.21 Solvency(a) . The Company and each other Loan Party is, individually and together with
its Subsidiaries on a consolidated basis, Solvent.



5.22 Casualty, Etc. Neither the businesses nor the properties of the Company or any of its
Subsidiaries are affected by any fire, explosion, accident, strike, lockout or other labor dispute,
drought, storm, hail, earthquake, embargo, act of God or of the public enemy or other casualty
(whether or not covered by insurance) that, either individually or in the aggregate, could
reasonably be expected to have a Material Adverse Effect.



5.23 Collateral Documents. The provisions of the Collateral Documents are effective to create in
favor of the Administrative Agent for the benefit of the Secured Parties a legal, valid and
enforceable first priority Lien (subject to Liens permitted by Section 7.01) on all right, title
and interest of the respective Loan Parties in the Collateral described therein. Except for
filings completed prior to or concurrently with the Closing Date or except as otherwise
contemplated hereby and by the Collateral Documents, no filing or other action will be necessary to
perfect or protect such Liens.



Article VI.

Affirmative Covenants




So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation
hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, the
Company shall, and shall (except in the case of the covenants set forth in Sections 6.01, 6.02, and
6.03) cause each Subsidiary to:



6.01 Financial Statements. Deliver to the Administrative Agent and each Lender, in form and detail
consistent with that delivered to the Administrative Agent and the Lenders prior to the date of
this Agreement (with such form and detail being set forth on Schedule 6.01 with respect to
quarterly statements) and otherwise reasonably satisfactory to the Administrative Agent and the
Required Lenders:




(a) as soon as available, but in any event within 120 days after the end of each fiscal
year of the Company (commencing with the fiscal year ended December 31, 2009), a
consolidated and consolidating balance sheet of the Company and its Subsidiaries as at the
end of such fiscal year, and the related consolidated and consolidating statements of income
or operations for such fiscal year, and the related consolidated statements of changes in
shareholders’ equity and cash flows for such fiscal year, setting forth in the case of
balance sheets and statements of income in comparative form the figures for the previous
fiscal year, all in reasonable detail and prepared in accordance with GAAP, such
consolidated statements to be audited and accompanied by a report and opinion of an
independent certified public accountant of nationally recognized standing reasonably
acceptable to the Required Lenders, which report and opinion shall be prepared in accordance
with generally accepted auditing standards and shall not be subject to any “going concern”
or like qualification or exception or any qualification or exception as to the scope of such
audit, and such consolidating statements to be certified by the chief executive officer,
chief financial officer, treasurer or controller of the Company to the effect that such
statements are fairly stated in all material respects when considered in relation to the
consolidated financial statements of the Company and its Subsidiaries; and




(b) as soon as available, but in any event within 60 days after the end of each of the
first three fiscal quarters of each fiscal year of the Company (commencing with the fiscal
quarter ended June 30, 2009), a consolidated and consolidating balance sheet of the Company
and its Subsidiaries as at the end of such fiscal quarter, the related consolidated and
consolidating statements of income or operations for such fiscal quarter and for the portion
of the Company’s fiscal year then ended, and the related consolidated statements of cash
flows for the portion of the Company’s fiscal year then ended, in each case setting forth in
comparative form, as applicable, the figures for the corresponding fiscal quarter of the
previous fiscal year and the corresponding portion of the previous fiscal year, all in
reasonable detail, such consolidated statements to be certified by the chief executive
officer, chief financial officer, treasurer or controller of the Company as fairly
presenting the financial condition, results of operations, shareholders’ equity and cash
flows of the Company and its Subsidiaries in accordance with GAAP, subject only to normal
year-end audit adjustments and the absence of footnotes and such consolidating statements to
be certified by the chief executive officer, chief financial officer, treasurer or
controller of the Company to the effect that such statements are fairly stated in all
material respects when considered in relation to the consolidated financial statements of
the Company and its Subsidiaries.




(c) as soon as available, but in any event within 45 days after the end of each fiscal
year of the Company, the budget prepared by management of the Company, in form reasonably
satisfactory to the Administrative Agent, of consolidated balance sheets and statements of
income or operations and cash flows of the Company and its Subsidiaries on a monthly basis
for the immediately following fiscal year (including the fiscal year in which the Maturity
Date occurs).



As to any information contained in materials furnished pursuant to Section 6.02(d), the Company
shall not be separately required to furnish such information under clause (a) or (b) above, but the
foregoing shall not be in derogation of the obligation of the Company to furnish the information
and materials described in clauses (a) or (b) above at the times specified therein.



6.02 Certificates; Other Information. Deliver to the Administrative Agent and each Lender, in form
and detail satisfactory to the Administrative Agent and the Required Lenders:




(a) concurrently with the delivery of the financial statements referred to in
Section 6.01(a), a certificate of it independent certified public accountants certifying
such financial statements and stating that in making the examination necessary therefor no
knowledge was obtained of any Default or, if any such Default shall exist, stating the
nature and status of such event;




(b) concurrently with the delivery of the financial statements referred to in
Sections 6.01(a) and (b), a duly completed Compliance Certificate signed by the chief
executive officer, chief financial officer, treasurer or controller of the Company;




(c) promptly after any request by the Administrative Agent or any Lender, copies of any
detailed audit reports, management letters or recommendations submitted to the board of
directors (or the audit committee of the board of directors) of the Company by independent
accountants in connection with the accounts or books of the Company or any Subsidiary, or
any audit of any of them;




(d) promptly after the same are available, copies of each annual report, proxy or
financial statement or other report or communication sent to the stockholders of the
Company, and copies of all annual, regular, periodic and special reports and registration
statements which the Company may file or be required to file with the SEC under Section 13
or 15(d) of the Securities Exchange Act of 1934, and not otherwise required to be delivered
to the Administrative Agent pursuant hereto;




(e) promptly after the furnishing thereof, copies of any statement or report furnished
to any holder of debt securities of any Loan Party or any Subsidiary thereof pursuant to the
terms of any indenture, loan or credit or similar agreement and not otherwise required to be
furnished to the Lenders pursuant to Section 6.01 or any other clause of this Section 6.02;




(f) promptly, and in any event within five Business Days after receipt thereof by any
Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received
from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any
investigation or possible investigation or other inquiry by such agency regarding financial
or other operational results of any Loan Party or any Subsidiary thereof; and




(g) promptly, such additional information, including, without limitation, monthly
management reports prepared by management of the Company in form satisfactory to the
Administrative Agent, regarding the business, financial or corporate affairs of the Company
or any Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative
Agent or any Lender may from time to time reasonably request.



Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(d) (to
the extent any such documents are included in materials otherwise filed with the SEC) may be
delivered electronically and if so delivered, shall be deemed to have been delivered on the date
(i) on which the Company posts such documents, or provides a link thereto on the Company’s website
on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents
are posted on the Company’s behalf on an Internet or intranet website, if any, to which each Lender
and the Administrative Agent have access (whether a commercial, third-party website or whether
sponsored by the Administrative Agent); provided that: (i) the Company shall deliver paper copies
of such documents to the Administrative Agent or any Lender that requests the Company to deliver
such paper copies until a written request to cease delivering paper copies is given by the
Administrative Agent or such Lender and (ii) the Company shall notify the Administrative Agent and
each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to
the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such
documents. Notwithstanding anything contained herein, in every instance the Company shall be
required to provide paper copies of the Compliance Certificates required by Section 6.02(b) to the
Administrative Agent. Except for such Compliance Certificates, the Administrative Agent shall have
no obligation to request the delivery or to maintain copies of the documents referred to above, and
in any event shall have no responsibility to monitor compliance by the Company with any such
request for delivery, and each Lender shall be solely responsible for requesting delivery to it or
maintaining its copies of such documents.



Each Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arranger will
make available to the Lenders and the L/C Issuer materials and/or information provided by or on
behalf of such Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower
Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of
the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material
non-public information with respect to any of the Borrowers or their respective Affiliates, or the
respective securities of any of the foregoing, and who may be engaged in investment and other
market-related activities with respect to such Persons’ securities. Each Borrower hereby agrees
that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly
and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall
appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the
Borrowers shall be deemed to have authorized the Administrative Agent, the Arranger, the L/C Issuer
and the Lenders to treat such Borrower Materials as not containing any material non-public
information with respect to the Borrowers or their respective securities for purposes of United
States Federal and state securities laws (provided, however, that to the extent such Borrower
Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all
Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the
Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arranger
shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable
only for posting on a portion of the Platform not designated “Public Side Information.”



6.03 Notices. Promptly notify the Administrative Agent and each Lender:




(a) of the occurrence of any Default;




(b) of any matter that has resulted or could reasonably be expected to result in a
Material Adverse Effect, including (i) breach or non-performance of, or any default under, a
Contractual Obligation of the Borrower or any Subsidiary; (ii) any dispute, litigation,
investigation, proceeding or suspension between the Borrower or any Subsidiary and any
Governmental Authority; or (iii) the commencement of, or any material development in, any
litigation or proceeding affecting the Borrower or any Subsidiary, including pursuant to any
applicable Environmental Laws which has resulted or could reasonably be expected to result
in an Environmental Liability in excess of $3,000,000.




(c) of the occurrence of any ERISA Event; and




(d) of any material change in accounting policies or financial reporting practices by
the Borrower or any Subsidiary, including any determination by the Company referred to in
Section 2.10(b).



Each notice pursuant to this Section 6.03 shall be accompanied by a statement of a Responsible
Officer of the Company setting forth details of the occurrence referred to therein and stating what
action the Company has taken and proposes to take with respect thereto. Each notice pursuant to
Section 6.03(a) shall describe with particularity any and all provisions of this Agreement and any
other Loan Document that have been breached.



6.04 Payment of Obligations. Pay and discharge as the same shall become due and payable, all its
obligations and liabilities, including (a) all tax liabilities, assessments and governmental
charges or levies upon it or its properties or assets, unless the same are being contested in good
faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP
are being maintained by the Company or such Subsidiary; (b) all lawful claims which, if unpaid,
would by law become a Lien upon its property; and (c) all Indebtedness, as and when due and
payable, but subject to any subordination provisions contained in any instrument or agreement
evidencing such Indebtedness.



6.05 Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its
legal existence and good standing under the Laws of the jurisdiction of its organization except in
a transaction permitted by Section 7.04 or 7.05; (b) take all reasonable action to maintain all
rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct
of its business, except to the extent that failure to do so could not reasonably be expected to
have a Material Adverse Effect; and (c) preserve or renew all of its registered patents,
trademarks, trade names and service marks, the non-preservation of which could reasonably be
expected to have a Material Adverse Effect.



6.06 Maintenance of Properties. (a) Maintain, preserve and protect all of its material properties
and equipment necessary in the operation of its business in good working order and condition,
ordinary wear and tear excepted; (b) make all necessary repairs thereto and renewals and
replacements thereof except where the failure to do so could not reasonably be expected to have a
Material Adverse Effect; and (c) use the standard of care typical in the industry in the operation
and maintenance of its facilities.



6.07 Maintenance of Insurance. Maintain with financially sound and reputable insurance companies
not Affiliates of the Company, insurance with respect to its properties and business against loss
or damage of the kinds customarily insured against by Persons engaged in the same or similar
business, of such types and in such amounts (after giving effect to any self-insurance compatible
with the following standards) as are customarily carried under similar circumstances by such other
Persons and providing for not less than 30 days’ prior notice to the Administrative Agent of
termination, lapse or cancellation of such insurance.



6.08 Compliance with Laws. Comply in all material respects with the requirements of all Laws and
all orders, writs, injunctions and decrees applicable to it or to its business or property, except
in such instances in which (a) such requirement of Law or order, writ, injunction or decree is
being contested in good faith by appropriate proceedings diligently conducted; or (b) the failure
to comply therewith could not reasonably be expected to have a Material Adverse Effect.



6.09 Books and Records. (a) Maintain proper books of record and account, in which full, true and
correct entries in conformity with GAAP consistently applied shall be made of all financial
transactions and matters involving the assets and business of the Company or such Subsidiary, as
the case may be; and (b) maintain such books of record and account in material conformity with all
applicable requirements of any Governmental Authority having regulatory jurisdiction over the
Company or such Subsidiary, as the case may be.



6.10 Inspection Rights. Permit representatives and independent contractors of the Administrative
Agent and each Lender to visit and inspect any of the properties of any Borrower or any Material
Subsidiary, to examine its corporate, financial and operating records, and make copies thereof or
abstracts therefrom, and to discuss its affairs, finances and accounts with its Responsible
Officers and independent public accountants, all at the reasonable expense of the Company and at
such reasonable times during normal business hours and as often as may be reasonably desired, upon
reasonable advance notice to the Company; provided, however, that when an Event of Default exists
the Administrative Agent or any Lender (or any of their respective representatives or independent
contractors) may do any of the foregoing at the expense of the Company at any time during normal
business hours and without advance notice.



6.11 Use of Proceeds. Use the proceeds of the Credit Extensions to refinance the Existing Credit
Agreement and for general corporate purposes not in contravention of any Law or of any Loan
Document. To the extent proceeds of the Credit Extensions are loaned to Subsidiaries of the
Company, such loans shall be evidenced by the Intercompany Notes.



6.12 Environmental Matters. Comply, and cause all lessees and other Persons operating or occupying
its properties to comply, in all material respects, with all applicable Environmental Laws and
Environmental Permits; obtain and renew all Environmental Permits necessary for its operations and
properties; conduct any investigation, study, sampling and testing, and undertake any cleanup,
removal, remedial or other action necessary to remove and clean up all Hazardous Materials from any
of its properties, in accordance with the requirements of all Environmental Laws; and otherwise
conduct its business operations in accordance with the requirements of all applicable Environmental
Laws; provided, however, that neither the Company nor any of its Subsidiaries shall be required to
undertake any such cleanup, removal, remedial or other action to the extent that its obligation to
do so is being contested in good faith and by proper proceedings and appropriate reserves are being
maintained with respect to such circumstances in accordance with GAAP.



6.13 Further Assurances. Promptly upon request by the Administrative Agent, or any Lender through
the Administrative Agent, (a) correct any material defect or error that may be discovered in any
Loan Document or in the execution, acknowledgment, filing or recordation thereof, and (b) do,
execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and
all such further acts, deeds, certificates, assurances and other instruments as the Administrative
Agent, or any Lender through the Administrative Agent, may reasonably require from time to time in
order to (i) carry out more effectively the purposes of the Loan Documents, (ii) to the fullest
extent permitted by applicable law, subject any Loan Party’s or any of its Subsidiaries’
properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any
of the Collateral Documents, (iii) perfect and maintain the validity, effectiveness and priority of
any of the Collateral Documents and any of the Liens intended to be created thereunder and
(iv) assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively unto
the Secured Parties the rights granted or now or hereafter intended to be granted to the Secured
Parties under any Loan Document or under any other instrument executed in connection with any Loan
Document to which any Loan Party or any of its Subsidiaries is or is to be a party, and cause each
of its Subsidiaries to do so.



6.14 Compliance with Terms of Leaseholds. Make all payments and otherwise perform all obligations
in respect of all leases of real property to which the Company or any of its Subsidiaries is a
party, keep such leases in full force and effect and not allow such leases to lapse or be
terminated or any rights to renew such leases to be forfeited or cancelled, notify the
Administrative Agent of any default by any party with respect to such leases and cooperate with the
Administrative Agent in all respects to cure any such default, and cause each of its Subsidiaries
to do so, except, in any case, where the failure to do so, either individually or in the aggregate,
could not be reasonably likely to have a Material Adverse Effect.



6.15 Material Contracts. Perform and observe all the terms and provisions of each Material
Contract to be performed or observed by it, maintain each such Material Contract in full force and
effect, enforce each such Material Contract in accordance with its terms, take all such action to
such end as may be from time to time requested by the Administrative Agent and, upon reasonable
request of the Administrative Agent, make to each other party to each such Material Contract such
demands and requests for information and reports or for action as any Loan Party or any of its
Subsidiaries is entitled to make under such Material Contract, and cause each of its Subsidiaries
to do so



6.16 Approvals and Authorizations. Maintain all authorizations, consents, approvals and licenses
from, exemptions of, and filings and registrations with, each Governmental Authority of the
jurisdiction in which each Foreign Obligor is organized and existing, and all approvals and
consents of each other Person in such jurisdiction, in each case that are required in connection
with the Loan Documents.



6.17 Additional Subsidiary Guarantors. Notify the Administrative Agent at the time that any Person
for any reason becomes a Material Subsidiary after the date of this Agreement, and promptly
thereafter (and in any event within 45 days), cause such Person to (a) become a Subsidiary
Guarantor by executing and delivering to the Administrative Agent a counterpart of the Guaranty and
Collateral Agreement or such other document as the Administrative Agent shall deem appropriate for
such purpose, and (b) if such Subsidiary Guarantor is a Domestic Subsidiary or is organized under
the Laws of the United Kingdom or Australia, deliver to the Administrative Agent documents of the
types referred to in clauses (iii), (iv) and (v) of Section 4.01(a) and favorable opinions of
counsel to such Person (which shall cover, among other things, the legality, validity, binding
effect and enforceability of the documentation referred to in clause (a) and this clause (b)), all
in form, content and scope reasonably satisfactory to the Administrative Agent.



Article VII.

Negative Covenants




So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation
hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, the
Company shall not, nor shall it permit any Subsidiary to, directly or indirectly:



7.01 Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or
revenues, whether now owned or hereafter acquired, other than the following:




(a) Liens pursuant to any Loan Document;




(b) Liens existing on the date hereof and listed on Schedule 7.01 and any renewals or
extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the
amount secured or benefited thereby is not increased except as contemplated by
Section 7.03(b), (iii) the direct or any contingent obligor with respect thereto is not
changed, and (iv) any renewal or extension of the obligations secured or benefited thereby
as permitted by Section 7.03(b);




(c) Liens for taxes not yet due or which are being contested in good faith and by
appropriate proceedings diligently conducted, if adequate reserves with respect thereto are
maintained on the books of the applicable Person in accordance with GAAP;




(d) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like
Liens arising in the ordinary course of business which are not overdue for a period of more
than 30 days or which are being contested in good faith and by appropriate proceedings
diligently conducted, if adequate reserves with respect thereto are maintained on the books
of the applicable Person;




(e) pledges or deposits in the ordinary course of business in connection with workers’
compensation, unemployment insurance and other social security legislation, other than any
Lien imposed by ERISA;




(f) deposits to secure the performance of bids, trade contracts and leases (other than
Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other
obligations of a like nature incurred in the ordinary course of business;




(g) easements, rights-of-way, restrictions and other similar encumbrances affecting
real property which, in the aggregate, are not substantial in amount, and which do not in
any case materially detract from the value of the property subject thereto or materially
interfere with the ordinary conduct of the business of the applicable Person;




(h) Liens securing judgments for the payment of money not constituting an Event of
Default under Section 8.01(h);




(i) Liens securing Indebtedness permitted under Section 7.03(e); provided that (i) such
Liens do not at any time encumber any property other than the property financed by such
Indebtedness, (ii) the Indebtedness secured thereby does not exceed the cost or fair market
value, whichever is lower, of the property being acquired on the date of acquisition, and
(iii) the aggregate amount of Indebtedness secured thereby as permitted by this
Section 7.01(i) shall not exceed $500,000 at any one time outstanding; and




(j) other Liens securing Indebtedness or obligations not exceeding $1,000,000 in the
aggregate at any time outstanding; provided that such Liens do not encumber any of the
Collateral.



7.02 Investments. Make any Investments, except:




(a) Investments held by the Company or such Subsidiary in the form of (i) marketable
direct or guaranteed obligations of the national governments of France, the Netherlands, the
United Kingdom, Australia and the Untied States; (ii) deposit accounts; (iii) certificates
of deposit and banker’s acceptances of any of the Lenders or their branches; (iv) Commercial
Paper rated P-1 or A-1 by Standard & Poors or Moody’s Investors Service or the equivalent
rating by any other rating agency nationally recognized in the United States or the United
Kingdom; and (v) certificates of deposit and banker’s acceptances of any bank with a AA or
better rating from Moody’s Investors Service or the equivalent rating by Standard & Poors or
any other rating agency nationally recognized in the United States or the United Kingdom.
As used in this Agreement, “Commercial Paper” shall mean short-term promissory notes due no
later than 270 days from the date of issuance of each such note;




(b) advances to officers, directors and employees of the Company and Subsidiaries in an
aggregate amount not to exceed $250,000 at any time outstanding, for travel, entertainment,
relocation and analogous ordinary business purposes;




(c) Investments of the Company in any Subsidiary and Investments of any Subsidiary in
the Company or in another Subsidiary; provided that the aggregate principal amount of all
such Investments in Subsidiaries, other than loans and advances made in the ordinary course
of business in connection with the historical cash management practices of the Company and
its Subsidiaries, that are not Subsidiary Guarantors outstanding at any one time shall not
exceed $4,000,000;




(d) Investments consisting of extensions of credit in the nature of accounts receivable
or notes receivable arising from the grant of trade credit in the ordinary course of
business, and Investments received in satisfaction or partial satisfaction thereof from
financially troubled account debtors to the extent reasonably necessary in order to prevent
or limit loss;




(e) Guarantees permitted by Section 7.03;




(f) the purchase or other acquisition of all of the Equity Interests in, or all or
substantially all of the property of, any Person that, upon the consummation thereof, will
be wholly-owned directly by the Company or one or more of its wholly-owned Subsidiaries
(including as a result of a merger or consolidation); provided that, with respect to each
purchase or other acquisition made pursuant to this Section 7.02(f):




(i) any such newly-created or acquired Subsidiary shall comply with the
requirements of Section 6.17;




(ii) the lines of business of the Person to be (or the property of which is to
be) so purchased or otherwise acquired shall be substantially the same lines of
business as one or more of the principal businesses of the Company and its
Subsidiaries in the ordinary course;




(iii) such purchase or other acquisition shall not include or result in any
contingent liabilities that could reasonably be expected to be material to the
business, financial condition, operations or prospects of the Company and its
Subsidiaries, taken as a whole (as determined in good faith by the board of
directors (or the persons performing similar functions) of the Company or such
Subsidiary if the board of directors is otherwise approving such transaction and, in
each other case, by a Responsible Officer);




(iv) the total cash and noncash consideration (including the fair market value
of all Equity Interests issued or transferred to the sellers thereof, all
indemnities, earnouts and other contingent payment obligations to, and the aggregate
amounts paid or to be paid under noncompete, consulting and other affiliated
agreements with, the sellers thereof, all write-downs of property and reserves for
liabilities with respect thereto and all assumptions of debt, liabilities and other
obligations in connection therewith) paid by or on behalf of the Company and its
Subsidiaries for any such purchase or other acquisition, when aggregated with the
total cash and noncash consideration paid by or on behalf of the Company and its
Subsidiaries for all other purchases and other acquisitions made by the Company and
its Subsidiaries pursuant to this Section 7.02(f), shall not exceed $10,000,000 or
such greater amount as may be consented to by the Required Lenders;




(v) (A) immediately before and immediately after giving pro forma effect to any
such purchase or other acquisition, no Default shall have occurred and be continuing
and (B) immediately after giving effect to such purchase or other acquisition, the
Company and its Subsidiaries shall be in pro forma compliance with all of the
covenants set forth in Section 7.15, such compliance to be determined on the basis
of the financial information most recently delivered to the Administrative Agent and
the Lenders pursuant to Section 6.01(a) or (b) as though such purchase or other
acquisition had been consummated as of the first day of the fiscal period covered
thereby; and




(vi) the Company shall have delivered to the Administrative Agent, at least
five Business Days prior to the date on which any such purchase or other acquisition
is to be consummated, a true and complete copy of the purchase agreement for such
purchase or other acquisition and a certificate of a Responsible Officer, in form
and substance reasonably satisfactory to the Administrative Agent and the Required
Lenders, certifying that all of the requirements set forth in this clause (f) have
been satisfied or will be satisfied on or prior to the consummation of such purchase
or other acquisition; and




(g) other Investments not exceeding $500,000 in the aggregate at any time outstanding.



7.03 Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except:




(a) Indebtedness under the Loan Documents;




(b) Indebtedness outstanding on the date hereof and listed on Schedule 7.03 and any
refinancings, refundings, renewals or extensions thereof; provided that any such
Indebtedness owing to the Parent shall be subordinated in right of payment to the
Obligations upon terms and conditions reasonably satisfactory to the Administrative Agent;
and provided further that (i) the amount of such Indebtedness is not increased at the time
of such refinancing, refunding, renewal or extension except by an amount equal to a
reasonable premium or other reasonable amount paid, and fees and expenses reasonably
incurred, in connection with such refinancing and by an amount equal to any existing
commitments unutilized thereunder and (ii) the terms relating to principal amount,
amortization, maturity, collateral (if any) and subordination (if any), and other material
terms taken as a whole, of any such refinancing, refunding, renewing or extending
Indebtedness, and of any agreement entered into and of any instrument issued in connection
therewith, are no less favorable in any material respect to the Loan Parties or the Lenders
than the terms of any agreement or instrument governing the Indebtedness being refinanced,
refunded, renewed or extended and the interest rate applicable to any such refinancing,
refunding, renewing or extending Indebtedness does not exceed the then applicable market
interest rate;




(c) Indebtedness arising out of Investments permitted by Section 7.02 and Guarantees in
respect of Indebtedness of the Company or any Subsidiary otherwise permitted hereunder;




(d) obligations (contingent or otherwise) of the Company or any Subsidiary existing or
arising under any Swap Contract, provided that (i) such obligations are (or were) entered
into by such Person in the ordinary course of business for the purpose of directly
mitigating risks associated with liabilities, commitments, investments, assets, or property
held or reasonably anticipated by such Person, or changes in the value of securities issued
by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such
Swap Contract does not contain any provision exonerating the non-defaulting party from its
obligation to make payments on outstanding transactions to the defaulting party;




(e) Indebtedness in respect of capital leases, Synthetic Lease Obligations and purchase
money obligations for fixed or capital assets within the limitations set forth in
Section 7.01(i); provided, however, that the aggregate amount of all such Indebtedness at
any one time outstanding shall not exceed $2,500,000;




(f) unsecured Indebtedness owing to Persons other than the Parent in an aggregate
principal amount not to exceed $1,000,000 at any time outstanding; and




(g) unsecured Indebtedness owing to the Parent in an aggregate principal amount not to
exceed $5,000,000 at any time outstanding; provided that any such Indebtedness shall be
subordinated to the Obligations pursuant to a written subordination agreement having terms
and conditions reasonably satisfactory to the Required Lenders.



7.04 Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or
Dispose of (whether in one transaction or in a series of transactions) all or substantially all of
its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so
long as no Default exists or would result therefrom:




(a) any Subsidiary may merge with (i) the Company, provided that the Company shall be
the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided
that (y) when any wholly-owned Subsidiary is merging with another Subsidiary, the
wholly-owned Subsidiary shall be the continuing or surviving Person and (z) when any
Subsidiary Guarantor is merging with another Subsidiary, the Subsidiary Guarantor shall be
the continuing or surviving Person;




(b) any Subsidiary may Dispose of all or substantially all of its assets (upon
voluntary liquidation or otherwise) to the Company or to another Subsidiary; provided that
(i) if the transferor in such a transaction is a wholly-owned Subsidiary, then the
transferee must either be the Company or a wholly-owned Subsidiary and (ii) if the
transferor in such a transaction is a Subsidiary Guarantor, then the transferee must either
be the Company or a Subsidiary Guarantor; and




(c) any Subsidiary that is not a Material Subsidiary or a Subsidiary Guarantor may
dissolve or liquidate.



7.05 Dispositions. Make any Disposition or enter into any agreement to make any Disposition,
except:




(a) Dispositions of obsolete or worn out property, whether now owned or hereafter
acquired, in the ordinary course of business;




(b) Dispositions of inventory in the ordinary course of business;




(c) Dispositions of equipment or real property to the extent that (i) such property is
exchanged for credit against the purchase price of similar replacement property or (ii) the
proceeds of such Disposition are reasonably promptly applied to the purchase price of such
replacement property;




(d) Dispositions of property by any Subsidiary to the Company or to a wholly-owned
Subsidiary; and




(e) Dispositions permitted by Section 7.04;



provided, however, that any Disposition pursuant to clauses (a) through (d) shall be for fair
market value.



7.06 Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, or
incur any obligation (contingent or otherwise) to do so, except that:




(a) each Subsidiary may make Restricted Payments to its parent;




(b) the Company may declare and make dividend payments or other distributions payable
solely in the common stock or other common Equity Interests of the Company;




(c) the Company and each Subsidiary may purchase, redeem or otherwise acquire Equity
Interests issued by it with the proceeds received from the substantially concurrent issue of
new shares of its common stock or other common Equity Interests; and




(d) so long as no Default shall have occurred and be continuing at the time thereof or
would result therefrom, the Company or any Subsidiary may make Restricted Payments to the
Parent or any of its Subsidiaries (other than the Company or any Subsidiary); provided that
the aggregate amount of such Restricted Payments shall not exceed (i) during the fiscal year
ending December 31, 2009, $5,000,000 or (ii) during any fiscal year ending after December
31, 2009, the greater of (A) $5,000,000 or (B) the lesser of (x) $7,500,000 or (y) 50% of
Consolidated Net Income for the immediately preceding fiscal year.



7.07 Change in Nature of Business. Engage in any material line of business substantially different
from those lines of business conducted by the Company and its Subsidiaries on the date hereof or
any business substantially related or incidental thereto.



7.08 Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of
the Company, whether or not in the ordinary course of business, other than on fair and reasonable
terms substantially as favorable to the Company or such Subsidiary as would be obtainable by the
Company or such Subsidiary at the time in a comparable arm’s length transaction with a Person other
than an Affiliate, provided that the foregoing restriction shall not apply to transactions between
or among the Company and any of its wholly-owned Subsidiaries or between and among any wholly-owned
Subsidiaries.



7.09 Burdensome Agreements. Enter into any Contractual Obligation (other than this Agreement or
any other Loan Document) that (a) limits the ability (i) of any Subsidiary to make Restricted
Payments to the Company or any other Subsidiary or to otherwise transfer property to the Company or
any other Subsidiary, (ii) of any Subsidiary to Guarantee the Indebtedness of the Company or
(iii) of the Company or any Subsidiary to create, incur, assume or suffer to exist Liens on
property of such Person; provided, however, that this clause (iii) shall not prohibit any negative
pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 7.03(e)
solely to the extent any such negative pledge relates to the property financed by or the subject of
such Indebtedness; or (b) requires the grant of a Lien to secure an obligation of such Person if a
Lien is granted to secure another obligation of such Person.



7.10 Use of Proceeds. Use the proceeds of any Credit Extension, whether directly or indirectly,
and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the
meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or
carrying margin stock or to refund indebtedness originally incurred for such purpose.



7.11 Amendment of Organization Documents. Amend any of its Organization Documents.



7.12 Accounting Changes. Make any change in its (a) accounting policies or reporting practices,
except as allowed by GAAP, or (b) fiscal year.



7.13 Prepayment, Etc. of Subordinated Indebtedness. Prepay, redeem, purchase, defease or otherwise
satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of
any subordination terms of, any Indebtedness that is subordinated in right of payment to the
Obligations.



7.14 Amendment; Etc. of Documents related to Indebtedness. Amend, modify or change in any manner
any term or condition of any Indebtedness set forth in Schedule 7.03, except for any refinancing,
refunding, renewal or extension thereof permitted by Section 7.03 or of any Indebtedness that is
subordinated in right of payment to the Obligations.



7.15 Financial Covenants.




(a) Funded Debt to EBITDA Ratio. Permit the Funded Debt to EBITDA Ratio, as of the end
of any fiscal quarter of the Company and its Subsidiaries, to be greater than 2.75 to 1.00.




(b) Fixed Charge Coverage Ratio. Permit the Fixed Charge Coverage Ratio to be less
than (i) 2.00 to 1.00 for the four consecutive fiscal quarter periods ending on June 30,
2009, September 30, 2009 and December 31, 2009, (ii) 2.25 to 1.00 for the four consecutive
fiscal quarter period ending on March 31, 2010, (iii) 2.50 to 1.00 for the four consecutive
fiscal quarter periods ending on June 30, 2010 and September 30, 2010, (iv) 2.75 to 1.00 for
the four consecutive fiscal quarter periods ending on December 31, 2010, March 31, 2011 and
June 30, 2011 or (v) 3.00 to 1.00 for any four consecutive fiscal quarter period ending on
or after September 30, 2011.




(c) Tangible Assets. Permit the aggregate amount of Tangible Assets of the Company and
its Subsidiaries that are organized in the United Kingdom, United States, or Australia to be
less than 65% of the consolidated Tangible Assets of the Company and all of its
Subsidiaries.




(d) Capital Expenditures. Make or become legally obligated to make any expenditure in
respect of the purchase or other acquisition of any fixed or capital asset (excluding normal
replacements and maintenance which are properly charged to current operations), except for
capital expenditures in the ordinary course of business not exceeding, in the aggregate for
the Company and it Subsidiaries during any fiscal year, an amount equal to (i) 45% of
Consolidated EBITDA for the fiscal year ending December 31, 2009 or (ii) 40% of Consolidated
EBITDA for any fiscal year ending after December 31, 2009.



Article VIII.

Events of Default and Remedies




8.01 Events of Default. Any of the following shall constitute an Event of Default:




(a) Non-Payment. Any Borrower or any other Loan Party fails to pay (i) when and as
required to be paid herein, and in the currency required hereunder, any amount of principal
of any Loan or any L/C Obligation, or (ii) within three days after the same becomes due, any
interest on any Loan or on any L/C Obligation, or any fee due hereunder, or (iii) within
five days after the same becomes due, any other amount payable hereunder or under any other
Loan Document; or




(b) Specific Covenants. The Company fails to perform or observe any term, covenant or
agreement contained in any of Section 6.01, 6.02, 6.03, 6.05, 6.10, 6.11 or 6.17 or Article
VII; or




(c) Other Defaults. Any Loan Party fails to perform or observe any other covenant or
agreement (not specified in subsection (a) or (b) above) contained in any Loan Document on
its part to be performed or observed and such failure continues for 30 days; or




(d) Representations and Warranties. Any representation, warranty, certification or
statement of fact made or deemed made by or on behalf of the Company or any other Loan Party
herein, in any other Loan Document, or in any document delivered in connection herewith or
therewith shall be incorrect or misleading when made or deemed made; or




(e) Cross-Default. (i) The Company or any Subsidiary (A) fails to make any payment
when due (whether by scheduled maturity, required prepayment, acceleration, demand, or
otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder
and Indebtedness under Swap Contracts) having an aggregate principal amount (including
undrawn committed or available amounts and including amounts owing to all creditors under
any combined or syndicated credit arrangement) of more than the Threshold Amount, or
(B) fails to observe or perform any other agreement or condition relating to any such
Indebtedness or Guarantee or contained in any instrument or agreement evidencing, securing
or relating thereto, or any other event occurs, the effect of which default or other event
is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or
beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders
or beneficiary or beneficiaries) to cause, with the giving of notice if required, such
Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or
redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem
such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become
payable or cash collateral in respect thereof to be demanded; or (ii) there occurs under any
Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from
(A) any event of default under such Swap Contract as to which the Company or any Subsidiary
is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as
so defined) under such Swap Contract as to which the Company or any Subsidiary is an
Affected Party (as so defined) and, in either event, the Swap Termination Value owed by the
Company or such Subsidiary as a result thereof is greater than the Threshold Amount; or




(f) Insolvency Proceedings, Etc. The Company or any of its Subsidiaries or the Parent
institutes or consents to the institution of any proceeding under any Debtor Relief Law, or
makes an assignment for the benefit of creditors; or applies for or consents to the
appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or
similar officer for it or for all or any material part of its property; or any receiver,
trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed
without the application or consent of such Person and the appointment continues undischarged
or unstayed for 60 calendar days; or any proceeding under any Debtor Relief Law relating to
any such Person or to all or any material part of its property is instituted without the
consent of such Person and continues undismissed or unstayed for 60 calendar days, or an
order for relief is entered in any such proceeding; or




(g) Inability to Pay Debts; Attachment. (i) The Company or any Subsidiary or the
Parent becomes unable or admits in writing its inability or fails generally to pay its debts
as they become due, or (ii) any writ or warrant of attachment or execution or similar
process is issued or levied against all or any material part of the property of any such
Person and is not released, vacated or fully bonded within 30 days after its issue or levy;
or




(h) Judgments. There is entered against the Company or any Subsidiary (i) one or more
final judgments or orders for the payment of money in an aggregate amount (as to all such
judgments or orders) exceeding the Threshold Amount (to the extent not covered by
independent third-party insurance as to which the insurer does not dispute coverage), or
(ii) any one or more non-monetary final judgments that have, or could reasonably be expected
to have, individually or in the aggregate, a Material Adverse Effect and, in either case,
(A) such judgment or order remains unsatisfied or unpaid for a period of 30 days after
entry, (B) enforcement proceedings are commenced by any creditor upon such judgment or
order, or (C) there is a period of 10 consecutive days during which a stay of enforcement of
such judgment, by reason of a pending appeal or otherwise, is not in effect; or




(i) ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer
Plan which has resulted or could reasonably be expected to result in liability of the
Company under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an
aggregate amount in excess of the Threshold Amount, or (ii) the Company or any ERISA
Affiliate fails to pay when due, after the expiration of any applicable grace period, any
installment payment with respect to its withdrawal liability under Section 4201 of ERISA
under a Multiemployer Plan in an aggregate amount in excess of the Threshold Amount; or




(j) Invalidity of Loan Documents. Any provision of any Loan Document, at any time
after its execution and delivery and for any reason other than as expressly permitted
hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be in full
force and effect; or any Loan Party or any other Person contests in any manner the validity
or enforceability of any provision of any Loan Document; or any Loan Party denies that it
has any or further liability or obligation under any Loan Document, or purports to revoke,
terminate or rescind any provision of any Loan Document; or




(k) Change of Control. There occurs any Change of Control.



8.02 Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the
Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders,
take any or all of the following actions:




(a) declare the commitment of each Lender to make Loans and any obligation of the L/C
Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments and
obligation shall be terminated;




(b) declare the unpaid principal amount of all outstanding Loans, all interest accrued
and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan
Document to be immediately due and payable, without presentment, demand, protest or other
notice of any kind, all of which are hereby expressly waived by the Borrowers;




(c) require that the Company Cash Collateralize the L/C Obligations (in an amount equal
to the then Outstanding Amount thereof); and




(d) exercise on behalf of itself, the Lenders and the L/C Issuer all rights and
remedies available to it, the Lenders and the L/C Issuer under the Loan Documents;



provided, however, that upon the occurrence of an actual or deemed entry of an order for relief
with respect to any Borrower under the Bankruptcy Code of the United States, the obligation of each
Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall
automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and
other amounts as aforesaid shall automatically become due and payable, and the obligation of the
Company to Cash Collateralize the L/C Obligations as aforesaid shall automatically become
effective, in each case without further act of the Administrative Agent or any Lender.



8.03 Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after
the Loans have automatically become immediately due and payable and the L/C Obligations have
automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02),
any amounts received on account of the Obligations shall be applied by the Administrative Agent in
the following order:



First, to payment of that portion of the Obligations constituting fees, indemnities,
expenses and other amounts (including fees, charges and disbursements of counsel to the
Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in
its capacity as such;



Second, to payment of that portion of the Obligations constituting fees, indemnities
and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders
and the L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders
and the L/C Issuer (including fees and time charges for attorneys who may be employees of any
Lender or the L/C Issuer) and amounts payable under Article III), ratably among them in proportion
to the respective amounts described in this clause Second payable to them;



Third, to payment of that portion of the Obligations constituting accrued and unpaid
Letter of Credit Fees and interest on the Loans, L/C Borrowings and other Obligations, ratably
among the Lenders and the L/C Issuer in proportion to the respective amounts described in this
clause Third payable to them;



Fourth, ratably (a) to payment of that portion of the Obligations constituting unpaid
principal of the Loans and L/C Borrowings, ratably among the Lenders and the L/C Issuer in
proportion to the respective amounts described in this clause Fourth held by them, and (b)
to payment of unpaid Obligations then due under Lender Swap Contracts and Cash Management
Agreements, ratably among the Lender Swap Providers and the Cash Management Banks in proportion to
the respective amounts described in this clause Fourth owed to them;



Fifth, to the Administrative Agent for the account of the L/C Issuer, to Cash
Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters
of Credit; and



Last, the balance, if any, after all of the Obligations have been indefeasibly paid in
full, to the Company or as otherwise required by Law.



Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of
Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under
such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after
all Letters of Credit have either been fully drawn or expired, such remaining amount shall be
applied to the other Obligations, if any, in the order set forth above.



Article IX.

Administrative Agent




9.01 Appointment and Authority. Each of the Lenders and the L/C Issuer hereby irrevocably appoints
Bank of America to act on its behalf as the Administrative Agent hereunder and under the other Loan
Documents and authorizes the Administrative Agent to take such actions on its behalf and to
exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof,
together with such actions and powers as are reasonably incidental thereto. The provisions of this
Article are solely for the benefit of the Administrative Agent, the Lenders and the L/C Issuer, and
no Borrower shall have rights as a third party beneficiary of any of such provisions.



9.02 Rights as a Lender. The Person serving as the Administrative Agent hereunder shall have the
same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as
though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless
otherwise expressly indicated or unless the context otherwise requires, include the Person serving
as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates
may accept deposits from, lend money to, act as the financial advisor or in any other advisory
capacity for and generally engage in any kind of business with the Borrowers or any Subsidiary or
other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without
any duty to account therefor to the Lenders.



9.03 Exculpatory Provisions. The Administrative Agent shall not have any duties or obligations
except those expressly set forth herein and in the other Loan Documents. Without limiting the
generality of the foregoing, the Administrative Agent:




(a) shall not be subject to any fiduciary or other implied duties, regardless of
whether a Default has occurred and is continuing;




(b) shall not have any duty to take any discretionary action or exercise any
discretionary powers, except discretionary rights and powers expressly contemplated hereby
or by the other Loan Documents that the Administrative Agent is required to exercise as
directed in writing by the Required Lenders (or such other number or percentage of the
Lenders as shall be expressly provided for herein or in the other Loan Documents), provided
that the Administrative Agent shall not be required to take any action that, in its opinion
or the opinion of its counsel, may expose the Administrative Agent to liability or that is
contrary to any Loan Document or applicable law; and




(c) shall not, except as expressly set forth herein and in the other Loan Documents,
have any duty to disclose, and shall not be liable for the failure to disclose, any
information relating to any of the Borrowers or any of their respective Affiliates that is
communicated to or obtained by the Person serving as the Administrative Agent or any of its
Affiliates in any capacity.



The Administrative Agent shall not be liable for any action taken or not taken by it (i) with
the consent or at the request of the Required Lenders (or such other number or percentage of the
Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be
necessary, under the circumstances as provided in Sections 10.01 and 8.02) or (ii) in the absence
of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to
have knowledge of any Default unless and until notice describing such Default is given to the
Administrative Agent by the Company, a Lender or the L/C Issuer.



The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire
into (i) any statement, warranty or representation made in or in connection with this Agreement or
any other Loan Document, (ii) the contents of any certificate, report or other document delivered
hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance
of any of the covenants, agreements or other terms or conditions set forth herein or therein or the
occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this
Agreement, any other Loan Document or any other agreement, instrument or document or (v) the
satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm
receipt of items expressly required to be delivered to the Administrative Agent.



9.04 Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely upon,
and shall not incur any liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing (including any electronic message, Internet or
intranet website posting or other distribution) believed by it to be genuine and to have been
signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may
rely upon any statement made to it orally or by telephone and believed by it to have been made by
the proper Person, and shall not incur any liability for relying thereon. In determining
compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of
Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the L/C Issuer, the
Administrative Agent may presume that such condition is satisfactory to such Lender or the L/C
Issuer unless the Administrative Agent shall have received notice to the contrary from such Lender
or the L/C Issuer prior to the making of such Loan or the issuance of such Letter of Credit. The
Administrative Agent may consult with legal counsel (who may be counsel for the Company),
independent accountants and other experts selected by it, and shall not be liable for any action
taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.



9.05 Delegation of Duties. The Administrative Agent may perform any and all of its duties and
exercise its rights and powers hereunder or under any other Loan Document by or through any one or
more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such
sub-agent may perform any and all of its duties and exercise its rights and powers by or through
their respective Related Parties. The exculpatory provisions of this Article shall apply to any
such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and
shall apply to their respective activities in connection with the syndication of the credit
facilities provided for herein as well as activities as Administrative Agent.



9.06 Resignation of Administrative Agent. The Administrative Agent may at any time give notice of
its resignation to the Lenders, the L/C Issuer and the Company. Upon receipt of any such notice of
resignation, the Required Lenders shall have the right, in consultation with the Company, to
appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of
any such bank with an office in the United States. If no such successor shall have been so
appointed by the Required Lenders and shall have accepted such appointment within 30 days after the
retiring Administrative Agent gives notice of its resignation, then the retiring Administrative
Agent may on behalf of the Lenders and the L/C Issuer, appoint a successor Administrative Agent
meeting the qualifications set forth above; provided that if the Administrative Agent shall notify
the Company and the Lenders that no qualifying Person has accepted such appointment, then such
resignation shall nonetheless become effective in accordance with such notice and (1) the retiring
Administrative Agent shall be discharged from its duties and obligations hereunder and under the
other Loan Documents (except that in the case of any collateral security held by the Administrative
Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring
Administrative Agent shall continue to hold such collateral security until such time as a successor
Administrative Agent is appointed) and (2) all payments, communications and determinations provided
to be made by, to or through the Administrative Agent shall instead be made by or to each Lender
and the L/C Issuer directly, until such time as the Required Lenders appoint a successor
Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s
appointment as Administrative Agent hereunder, such successor shall succeed to and become vested
with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative
Agent, and the retiring Administrative Agent shall be discharged from all of its duties and
obligations hereunder or under the other Loan Documents (if not already discharged therefrom as
provided above in this Section). The fees payable by the Company to a successor Administrative
Agent shall be the same as those payable to its predecessor unless otherwise agreed between the
Company and such successor. After the retiring Administrative Agent’s resignation hereunder and
under the other Loan Documents, the provisions of this Article and Section 10.04 shall continue in
effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective
Related Parties in respect of any actions taken or omitted to be taken by any of them while the
retiring Administrative Agent was acting as Administrative Agent.



Any resignation by Bank of America as Administrative Agent pursuant to this Section shall also
constitute its resignation as L/C Issuer and Swing Line Lender. Upon the acceptance of a
successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and
become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and
Swing Line Lender, (b) the retiring L/C Issuer and Swing Line Lender shall be discharged from all
of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the
successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if
any, outstanding at the time of such succession or make other arrangements satisfactory to the
retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect
to such Letters of Credit.



9.07 Non-Reliance on Administrative Agent and Other Lenders. Each Lender and the L/C Issuer
acknowledges that it has, independently and without reliance upon the Administrative Agent or any
other Lender or any of their Related Parties and based on such documents and information as it has
deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each
Lender and the L/C Issuer also acknowledges that it will, independently and without reliance upon
the Administrative Agent or any other Lender or any of their Related Parties and based on such
documents and information as it shall from time to time deem appropriate, continue to make its own
decisions in taking or not taking action under or based upon this Agreement, any other Loan
Document or any related agreement or any document furnished hereunder or thereunder.



9.08 No Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the Book
Managers, Arrangers or other titles listed on the cover page hereof shall have any powers, duties
or responsibilities under this Agreement or any of the other Loan Documents, except in its
capacity, as applicable, as the Administrative Agent, a Lender or the L/C Issuer hereunder.



9.09 Administrative Agent May File Proofs of Claim. In case of the pendency of any proceeding
under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the
Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall
then be due and payable as herein expressed or by declaration or otherwise and irrespective of
whether the Administrative Agent shall have made any demand on any Borrower) shall be entitled and
empowered, by intervention in such proceeding or otherwise




(a) to file and prove a claim for the whole amount of the principal and interest owing
and unpaid in respect of the Loans, L/C Obligations and all other Obligations (other than
Obligations under any Lender Swap Contract or Cash Management Agreement) that are owing and
unpaid and to file such other documents as may be necessary or advisable in order to have
the claims of the Lenders, the L/C Issuer and the Administrative Agent (including any claim
for the reasonable compensation, expenses, disbursements and advances of the Lenders, the
L/C Issuer and the Administrative Agent and their respective agents and counsel and all
other amounts due the Lenders, the L/C Issuer and the Administrative Agent under
Sections 2.03(i) and (j), 2.09 and 10.04) allowed in such judicial proceeding; and




(b) to collect and receive any monies or other property payable or deliverable on any
such claims and to distribute the same;



and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Lender and the L/C Issuer to make such
payments to the Administrative Agent and, in the event that the Administrative Agent shall consent
to the making of such payments directly to the Lenders and the L/C Issuer, to pay to the
Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and
advances of the Administrative Agent and its agents and counsel, and any other amounts due the
Administrative Agent under Sections 2.09 and 10.04.



Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or
consent to or accept or adopt on behalf of any Lender or the L/C Issuer any plan of reorganization,
arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or the
L/C Issuer to authorize the Administrative Agent to vote in respect of the claim of any Lender or
the L/C Issuer in any such proceeding.



9.10 Collateral and Guaranty Matters. The Lenders and the L/C Issuer irrevocably authorize the
Administrative Agent, at its option and in its discretion,




(a) to release any Lien on any property granted to or held by the Administrative Agent
under any Loan Document (i) upon termination of the Aggregate Commitments and payment in
full of all Obligations (other than contingent indemnification obligations) and the
expiration or termination of all Letters of Credit (other than Letters of Credit as to which
other arrangements satisfactory to the Administrative Agent and the L/C Issuer shall have
been made), (ii) that is sold or to be sold as part of or in connection with any sale
permitted hereunder or under any other Loan Document, or (iii) subject to Section 10.01, if
approved, authorized or ratified in writing by the Required Lenders;




(b) to subordinate any Lien on any property granted to or held by the Administrative
Agent under any Loan Document to the holder of any Lien on such property that is permitted
by Section 7.01(i); and




(c) to release any Subsidiary Guarantor from its obligations under the Subsidiary
Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted
hereunder.



Upon request by the Administrative Agent at any time, the Required Lenders will confirm in
writing the Administrative Agent’s authority to release or subordinate its interest in particular
types or items of property, or to release any Subsidiary Guarantor from its obligations under the
Guaranty pursuant to this Section 9.10.



Article X.

Miscellaneous




10.01 Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan
Document, and no consent to any departure by the Company or any other Loan Party therefrom, shall
be effective unless in writing signed by the Required Lenders and the Company or the applicable
Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver
or consent shall be effective only in the specific instance and for the specific purpose for which
given; provided, however, that no such amendment, waiver or consent shall:




(a) waive any condition set forth in Section 4.01(a) without the written consent of
each Lender;




(b) extend or increase the Commitment of any Lender (or reinstate any Commitment
terminated pursuant to Section 8.02) without the written consent of such Lender;




(c) postpone any date fixed by this Agreement or any other Loan Document for any
payment of principal, interest, fees or other amounts due to the Lenders (or any of them) or
any scheduled or mandatory reduction of the Aggregate Commitments hereunder or under any
other Loan Document without the written consent of each Lender directly affected thereby;




(d) reduce the principal of, or the rate of interest specified herein on, any Loan or
L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01) any
fees or other amounts payable hereunder or under any other Loan Document, or change the
manner of computation of any financial ratio (including any change in any applicable defined
term) used in determining the Applicable Rate that would result in a reduction of any
interest rate on any Loan or any fee payable hereunder without the written consent of each
Lender directly affected thereby; provided, however, that only the consent of the Required
Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any
obligation of any Borrower to pay interest or Letter of Credit Fees at the Default Rate or
(ii) to amend any financial covenant hereunder (or any defined term used therein) even if
the effect of such amendment would be to reduce the rate of interest on any Loan or L/C
Borrowing or to reduce any fee payable hereunder;




(e) change Section 2.13 or Section 8.03 in a manner that would alter the pro rata
sharing of payments required thereby without the written consent of each Lender;




(f) amend Section 1.06 or the definition of “Alternative Currency” without the written
consent of each Lender;




(g) change any provision of this Section or the definition of “Required Lenders” or any
other provision hereof specifying the number or percentage of Lenders required to amend,
waive or otherwise modify any rights hereunder or make any determination or grant any
consent hereunder without the written consent of each Lender; or




(h) release the Company from the Company Guaranty or all or substantially all of the
value of the Subsidiary Guaranty without the written consent of each Lender, except to the
extent the release of any Subsidiary Guarantor is permitted pursuant to Section 9.10 (in
which case such release may be made by the Administrative Agent acting alone);



and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed
by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C
Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be
issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing
Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing
Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing
and signed by the Administrative Agent in addition to the Lenders required above, affect the rights
or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) the
Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by
the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall
have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the
Commitment of such Lender may not be increased or extended without the consent of such Lender.



10.02 Notices; Effectiveness; Electronic Communication.




(a) Notices Generally. Except in the case of notices and other communications
expressly permitted to be given by telephone (and except as provided in subsection (b)
below), all notices and other communications provided for herein shall be in writing and
shall be delivered by hand or overnight courier service, mailed by certified or registered
mail or sent by telecopier as follows, and all notices and other communications expressly
permitted hereunder to be given by telephone shall be made to the applicable telephone
number, as follows:




(i) if to a Borrower, the Administrative Agent, the L/C Issuer or the Swing
Line Lender, to the address, telecopier number, electronic mail address or telephone
number specified for such Person on Schedule 10.02; and




(ii) if to any other Lender, to the address, telecopier number, electronic mail
address or telephone number specified in its Administrative Questionnaire.



Notices and other communications sent by hand or overnight courier service, or mailed by certified
or registered mail, shall be deemed to have been given when received; notices and other
communications sent by telecopier shall be deemed to have been given when sent (except that, if not
given during normal business hours for the recipient, shall be deemed to have been given at the
opening of business on the next business day for the recipient). Notices and other communications
delivered through electronic communications to the extent provided in subsection (b) below, shall
be effective as provided in such subsection (b).




(b) Electronic Communications. Notices and other communications to the Lenders and the
L/C Issuer hereunder may be delivered or furnished by electronic communication (including
e-mail and Internet or intranet websites) pursuant to procedures approved by the
Administrative Agent, provided that the foregoing shall not apply to notices to any Lender
or the L/C Issuer pursuant to Article II if such Lender or the L/C Issuer, as applicable,
has notified the Administrative Agent that it is incapable of receiving notices under such
Article by electronic communication. The Administrative Agent or the Company may, in its
discretion, agree to accept notices and other communications to it hereunder by electronic
communications pursuant to procedures approved by it, provided that approval of such
procedures may be limited to particular notices or communications.



Unless the Administrative Agent otherwise prescribes, (i) notices and other communications
sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement
from the intended recipient (such as by the “return receipt requested” function, as available,
return e-mail or other written acknowledgement), provided that if such notice or other
communication is not sent during the normal business hours of the recipient, such notice or
communication shall be deemed to have been sent at the opening of business on the next business day
for the recipient, and (ii) notices or communications posted to an Internet or intranet website
shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as
described in the foregoing clause (i) of notification that such notice or communication is
available and identifying the website address therefor.




(c) The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT
PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER
MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR
OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR
STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS
MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no
event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent
Parties”) have any liability to any Borrower, any Lender, the L/C Issuer or any other Person
for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract
or otherwise) arising out of any Borrower’s or the Administrative Agent’s transmission of
Borrower Materials through the Internet, except to the extent that such losses, claims,
damages, liabilities or expenses are determined by a court of competent jurisdiction by a
final and nonappealable judgment to have resulted from the gross negligence or willful
misconduct of such Agent Party; provided, however, that in no event shall any Agent Party
have any liability to any Borrower, any Lender, the L/C Issuer or any other Person for
indirect, special, incidental, consequential or punitive damages (as opposed to direct or
actual damages).




(d) Change of Address, Etc. Each of the Borrowers, the Administrative Agent, the L/C
Issuer and the Swing Line Lender may change its address, telecopier or telephone number for
notices and other communications hereunder by notice to the other parties hereto. Each
other Lender may change its address, telecopier or telephone number for notices and other
communications hereunder by notice to the Company, the Administrative Agent, the L/C Issuer
and the Swing Line Lender. In addition, each Lender agrees to notify the Administrative
Agent from time to time to ensure that the Administrative Agent has on record (i) an
effective address, contact name, telephone number, telecopier number and electronic mail
address to which notices and other communications may be sent and (ii) accurate wire
instructions for such Lender. Furthermore, each Public Lender agrees to cause at least one
individual at or on behalf of such Public Lender to at all times have selected the “Private
Side Information” or similar designation on the content declaration screen of the Platform
in order to enable such Public Lender or its delegate, in accordance with such Public
Lender’s compliance procedures and applicable Law, including United States Federal and state
securities Laws, to make reference to Borrower Materials that are not made available through
the “Public Side Information” portion of the Platform and that may contain material
non-public information with respect to the Borrower or its securities for purposes of United
States Federal or state securities laws.




(e) Reliance by Administrative Agent, L/C Issuer and Lenders. The Administrative
Agent, the L/C Issuer and the Lenders shall be entitled to rely and act upon any notices
(including telephonic Committed Loan Notices and Swing Line Loan Notices) purportedly given
by or on behalf of any Borrower even if (i) such notices were not made in a manner specified
herein, were incomplete or were not preceded or followed by any other form of notice
specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any
confirmation thereof. The Company shall indemnify the Administrative Agent, the L/C Issuer,
each Lender and the Related Parties of each of them from all losses, costs, expenses and
liabilities resulting from the reliance by such Person on each notice given by or on behalf
of any Borrower. All telephonic notices to and other telephonic communications with the
Administrative Agent may be recorded by the Administrative Agent, and each of the parties
hereto hereby consents to such recording.



10.03 No Waiver; Cumulative Remedies; Enforcement. No failure by any Lender or the Administrative
Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or
privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of
any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or
the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and
privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and
privileges provided by law.



Notwithstanding anything to the contrary contained herein or in any other Loan Document, the
authority to enforce rights and remedies hereunder and under the other Loan Documents against the
Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law
in connection with such enforcement shall be instituted and maintained exclusively by, the
Administrative Agent in accordance with Section 8.02 for the benefit of all the Lenders and the L/C
Issuer; provided, however, that the foregoing shall not prohibit (a) the Administrative Agent from
exercising on its own behalf the rights and remedies that inure to its benefit (solely in its
capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) the L/C Issuer
or the Swing Line Lender from exercising the rights and remedies that inure to its benefit (solely
in its capacity as L/C Issuer or Swing Line Lender, as the case may be) hereunder and under the
other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 10.08
(subject to the terms of Section 2.13), or (d) any Lender from filing proofs of claim or appearing
and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan
Party under any Debtor Relief Law; and provided, further, that if at any time there is no Person
acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required
Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to
Section 8.02 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the
preceding proviso and subject to Section 2.13, any Lender may, with the consent of the Required
Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.



10.04 Expenses; Indemnity; Damage Waiver.




(a) Costs and Expenses. The Company shall pay (i) all actual and reasonable
out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including
the actual and reasonable fees, charges and disbursements of Haynes and Boone, LLP and any
local counsel for the Administrative Agent), in connection with the syndication of the
credit facilities provided for herein, the preparation, negotiation, execution, delivery and
administration of this Agreement and the other Loan Documents or any amendments,
modifications or waivers of the provisions hereof or thereof (whether or not the
transactions contemplated hereby or thereby shall be consummated), (ii) all actual and
reasonable out-of-pocket expenses incurred by the L/C Issuer in connection with the
issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment
thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent, any
Lender or the L/C Issuer (including the fees, charges and disbursements of any counsel for
the Administrative Agent, any Lender or the L/C Issuer), and shall pay all fees and time
charges for attorneys who may be employees of the Administrative Agent, any Lender or the
L/C Issuer, in connection with the enforcement or protection of its rights (A) in connection
with this Agreement and the other Loan Documents, including its rights under this Section,
or (B) in connection with the Loans made or Letters of Credit issued hereunder, including
all such out-of-pocket expenses incurred during any workout, restructuring or negotiations
in respect of such Loans or Letters of Credit.




(b) Indemnification by the Company. The Company shall indemnify the Administrative
Agent (and any sub-agent thereof), each Lender and the L/C Issuer, and each Related Party of
any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and
hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and
related expenses (including the actual and reasonable fees, charges and disbursements of any
counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all
reasonable fees and time charges and disbursements for attorneys who may be employees of any
Indemnitee incurred by any Indemnitee or asserted against any Indemnitee by any third party
or by any Borrower or any other Loan Party arising out of, in connection with, or as a
result of (i) the execution or delivery of this Agreement, any other Loan Document or any
agreement or instrument contemplated hereby or thereby, the performance by the parties
hereto of their respective obligations hereunder or thereunder, the consummation of the
transactions contemplated hereby or thereby, or, in the case of the Administrative Agent
(and any sub-agent thereof) and its Related Parties only, the administration of this
Agreement and the other Loan Documents (including in respect of any matters addressed in
Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds
therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a
Letter of Credit if the documents presented in connection with such demand do not strictly
comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or
release of Hazardous Materials on or from any property owned or operated by any Borrower or
any of its Subsidiaries, or any Environmental Liability related in any way to any Borrower
or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation,
investigation or proceeding relating to any of the foregoing, whether based on contract,
tort or any other theory, whether brought by a third party or by the Company or any other
Loan Party, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES,
WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE NEGLIGENCE OF THE
INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to
the extent that such losses, claims, damages, liabilities or related expenses (x) are
determined by a court of competent jurisdiction by final and nonappealable judgment to have
resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result
from a claim brought by the Company or any other Loan Party against an Indemnitee for breach
in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if
the Company or such other Loan Party has obtained a final and nonappealable judgment in its
favor on such claim as determined by a court of competent jurisdiction.




(c) Reimbursement by Lenders. To the extent that the Company for any reason fails to
indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid
by it to the Administrative Agent (or any sub-agent thereof), the L/C Issuer or any Related
Party of any of the foregoing, each Lender severally agrees to pay to the Administrative
Agent (or any such sub-agent), the L/C Issuer or such Related Party, as the case may be,
such Lender’s Applicable Percentage (determined as of the time that the applicable
unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that
the unreimbursed expense or indemnified loss, claim, damage, liability or related expense,
as the case may be, was incurred by or asserted against the Administrative Agent (or any
such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of
any of the foregoing acting for the Administrative Agent (or any such sub-agent) or L/C
Issuer in connection with such capacity. The obligations of the Lenders under this
subsection (c) are subject to the provisions of Section 2.12(d).




(d) Waiver of Consequential Damages, Etc. To the fullest extent permitted by
applicable law, no Borrower shall assert, and hereby waives, any claim against any
Indemnitee, on any theory of liability, for special, indirect, consequential or punitive
damages (as opposed to direct or actual damages) arising out of, in connection with, or as a
result of, this Agreement, any other Loan Document or any agreement or instrument
contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of
Credit or the use of the proceeds thereof. No Indemnitee referred to in subsection (b)
above shall be liable for any damages arising from the use by unintended recipients of any
information or other materials distributed to such unintended recipients by such Indemnitee
through telecommunications, electronic or other information transmission systems in
connection with this Agreement or the other Loan Documents or the transactions contemplated
hereby or thereby other than for direct or actual damages resulting from the gross
negligence or willful misconduct of such Indemnitee as determined by a final and
nonappealable judgment of a court of competent jurisdiction.




(e) Payments. All amounts due under this Section shall be payable not later than ten
Business Days after demand therefor.




(f) Survival. The agreements in this Section shall survive the resignation of the
Administrative Agent, the L/C Issuer and the Swing Line Lender, the replacement of any
Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or
discharge of all the other Obligations.



10.05 Payments Set Aside. To the extent that any payment by or on behalf of any Borrower is made
to the Administrative Agent, the L/C Issuer or any Lender, or the Administrative Agent, the L/C
Issuer or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff
or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set
aside or required (including pursuant to any settlement entered into by the Administrative Agent,
the L/C Issuer or such Lender in its discretion) to be repaid to a trustee, receiver or any other
party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the
extent of such recovery, the obligation or part thereof originally intended to be satisfied shall
be revived and continued in full force and effect as if such payment had not been made or such
setoff had not occurred, and (b) each Lender and the L/C Issuer severally agrees to pay to the
Administrative Agent upon demand its applicable share (without duplication) of any amount so
recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such
demand to the date such payment is made at a rate per annum equal to the applicable Overnight Rate
from time to time in effect, in the applicable currency of such recovery or payment. The
obligations of the Lenders and the L/C Issuer under clause (b) of the preceding sentence shall
survive the payment in full of the Obligations and the termination of this Agreement.



10.06 Successors and Assigns.




(a) Successors and Assigns Generally. The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective successors
and assigns permitted hereby, except that no Borrower may assign or otherwise transfer any
of its rights or obligations hereunder without the prior written consent of the
Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of
its rights or obligations hereunder except (i) to an assignee in accordance with the
provisions of subsection (b) of this Section, (ii) by way of participation in accordance
with the provisions of subsection (d) of this Section, or (iii) by way of pledge or
assignment of a security interest subject to the restrictions of subsection (f) of this
Section (and any other attempted assignment or transfer by any party hereto shall be null
and void). Nothing in this Agreement, expressed or implied, shall be construed to confer
upon any Person (other than the parties hereto, their respective successors and assigns
permitted hereby, Participants to the extent provided in subsection (d) of this Section and,
to the extent expressly contemplated hereby, the Related Parties of each of the
Administrative Agent, the L/C Issuer and the Lenders) any legal or equitable right, remedy
or claim under or by reason of this Agreement.




(b) Assignments by Lenders. Any Lender may at any time assign to one or more assignees
all or a portion of its rights and obligations under this Agreement (including all or a
portion of its Commitment and the Loans (including for purposes of this subsection (b),
participations in L/C Obligations and in Swing Line Loans) at the time owing to it);
provided that any such assignment shall be subject to the following conditions:




(i) Minimum Amounts.




(A) in the case of an assignment of the entire remaining amount of the
assigning Lender’s Commitment and the Loans at the time owing to it or in
the case of an assignment to a Lender, an Affiliate of a Lender or an
Approved Fund, no minimum amount need be assigned; and




(B) in any case not described in subsection (b)(i)(A) of this Section,
the aggregate amount of the Commitment (which for this purpose includes
Loans outstanding thereunder) or, if the Commitment is not then in effect,
the principal outstanding balance of the Loans of the assigning Lender
subject to each such assignment, determined as of the date the Assignment
and Assumption with respect to such assignment is delivered to the
Administrative Agent or, if “Trade Date” is specified in the Assignment and
Assumption, as of the Trade Date, shall not be less than $5,000,000
unless each of the Administrative Agent and, so long as no Event of
Default has occurred and is continuing, the Company otherwise consents (each
such consent not to be unreasonably withheld or delayed); provided, however,
that concurrent assignments to members of an Assignee Group and concurrent
assignments from members of an Assignee Group to a single Eligible Assignee
(or to an Eligible Assignee and members of its Assignee Group) will be
treated as a single assignment for purposes of determining whether such
minimum amount has been met.




(ii) Proportionate Amounts. Each partial assignment shall be made as an
assignment of a proportionate part of all the assigning Lender’s rights and
obligations under this Agreement with respect to the Loans or the Commitment
assigned, except that this clause (ii) shall not apply to the Swing Line Lender’s
rights and obligations in respect of Swing Line Loans;




(iii) Required Consents. No consent shall be required for any assignment
except to the extent required by subsection (b)(i)(B) of this Section and, in
addition:




(A) the consent of the Company (such consent not to be unreasonably
withheld or delayed) shall be required unless (1) an Event of Default has
occurred and is continuing at the time of such assignment or (2) such
assignment is to a Lender, an Affiliate of a Lender or an Approved Fund;




(B) the consent of the Administrative Agent (such consent not to be
unreasonably withheld or delayed) shall be required if such assignment is to
a Person that is not a Lender, an Affiliate of such Lender or an Approved
Fund with respect to such Lender;




(C) the consent of the L/C Issuer (such consent not to be unreasonably
withheld or delayed) shall be required for any assignment that increases the
obligation of the assignee to participate in exposure under one or more
Letters of Credit (whether or not then outstanding); and




(D) the consent of the Swing Line Lender (such consent not to be
unreasonably withheld or delayed) shall be required for any assignment.




(iv) Assignment and Assumption. The parties to each assignment shall execute
and deliver to the Administrative Agent an Assignment and Assumption, together with
a processing and recordation fee in the amount of $3,500; provided, however, that
the Administrative Agent may, in its sole discretion, elect to waive such processing
and recordation fee in the case of any assignment. The assignee, if it is not a
Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.




(v) No Assignment to Company. No such assignment shall be made to the Company
or any of the Company’s Affiliates or Subsidiaries.




(vi) No Assignment to Natural Persons. No such assignment shall be made to a
natural person.



Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c)
of this Section, from and after the effective date specified in each Assignment and Assumption, the
assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned
by such Assignment and Assumption, have the rights and obligations of a Lender under this
Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by
such Assignment and Assumption, be released from its obligations under this Agreement (and, in the
case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations
under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be
entitled to the benefits of Sections 3.01, 3.04, 3.05, and 10.04 with respect to facts and
circumstances occurring prior to the effective date of such assignment. Upon request, each
Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment
or transfer by a Lender of rights or obligations under this Agreement that does not comply with
this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with subsection (d) of this Section.




(c) Register. The Administrative Agent, acting solely for this purpose as an agent of
the Borrowers, shall maintain at the Administrative Agent’s Office a copy of each Assignment
and Assumption delivered to it and a register for the recordation of the names and addresses
of the Lenders, and the Commitments of, and principal amounts of the Loans and L/C
Obligations owing to, each Lender pursuant to the terms hereof from time to time (the
“Register”). The entries in the Register shall be conclusive, and the Borrowers, the
Administrative Agent and the Lenders may treat each Person whose name is recorded in the
Register pursuant to the terms hereof as a Lender hereunder for all purposes of this
Agreement, notwithstanding notice to the contrary. The Register shall be available for
inspection by the Borrowers and any Lender, at any reasonable time and from time to time
upon reasonable prior notice.




(d) Participations. Any Lender may at any time, without the consent of, or notice to,
any Borrower or the Administrative Agent, sell participations to any Person (other than a
natural person or the Company or any of the Company’s Affiliates or Subsidiaries) (each, a
“Participant”) in all or a portion of such Lender’s rights and/or obligations under this
Agreement (including all or a portion of its Commitment and/or the Loans (including such
Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided
that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such
Lender shall remain solely responsible to the other parties hereto for the performance of
such obligations and (iii) the Borrowers, the Administrative Agent, the Lenders and the L/C
Issuer shall continue to deal solely and directly with such Lender in connection with such
Lender’s rights and obligations under this Agreement.



Any agreement or instrument pursuant to which a Lender sells such a participation shall
provide that such Lender shall retain the sole right to enforce this Agreement and to approve any
amendment, modification or waiver of any provision of this Agreement; provided that such agreement
or instrument may provide that such Lender will not, without the consent of the Participant, agree
to any amendment, waiver or other modification described in the first proviso to Section 10.01 that
affects such Participant. Subject to subsection (e) of this Section, each Borrower agrees that
each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same
extent as if it were a Lender and had acquired its interest by assignment pursuant to
subsection (b) of this Section. To the extent permitted by law, each Participant also shall be
entitled to the benefits of Section 10.08 as though it were a Lender, provided such Participant
agrees to be subject to Section 2.13 as though it were a Lender.




(e) Limitations upon Participant Rights. A Participant shall not be entitled to
receive any greater payment under Section 3.01 or 3.04 than the applicable Lender would have
been entitled to receive with respect to the participation sold to such Participant, unless
the sale of the participation to such Participant is made with the Company’s prior written
consent. A Participant that would be a Foreign Lender if it were a Lender shall not be
entitled to the benefits of Section 3.01 unless the Company is notified of the participation
sold to such Participant and such Participant agrees, for the benefit of the Borrowers, to
comply with Section 3.01(e) as though it were a Lender.




(f) Certain Pledges. Any Lender may at any time pledge or assign a security interest
in all or any portion of its rights under this Agreement (including under its Note(s), if
any) to secure obligations of such Lender, including any pledge or assignment to secure
obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall
release such Lender from any of its obligations hereunder or substitute any such pledgee or
assignee for such Lender as a party hereto.




(g) Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding
anything to the contrary contained herein, if at any time Bank of America assigns all of its
Commitment and Loans pursuant to subsection (b) above, Bank of America may, (i) upon 30
days’ notice to the Company and the Lenders, resign as L/C Issuer and/or (ii) upon 30 days’
notice to the Company, resign as Swing Line Lender. In the event of any such resignation as
L/C Issuer or Swing Line Lender, the Company shall be entitled to appoint from among the
Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no
failure by the Company to appoint any such successor shall affect the resignation of Bank of
America as L/C Issuer or Swing Line Lender, as the case may be. If Bank of America resigns
as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C
Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date
of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the
right to require the Lenders to make Base Rate Committed Loans or fund risk participations
in Unreimbursed Amounts pursuant to Section 2.03(c)). If Bank of America resigns as Swing
Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder
with respect to Swing Line Loans made by it and outstanding as of the effective date of such
resignation, including the right to require the Lenders to make Base Rate Committed Loans or
fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon
the appointment of a successor L/C Issuer and/or Swing Line Lender, (a) such successor shall
succeed to and become vested with all of the rights, powers, privileges and duties of the
retiring L/C Issuer or Swing Line Lender, as the case may be, and (b) the successor L/C
Issuer shall issue letters of credit in substitution for the Letters of Credit, if any,
outstanding at the time of such succession or make other arrangements satisfactory to Bank
of America to effectively assume the obligations of Bank of America with respect to such
Letters of Credit.



10.07 Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the
Lenders and the L/C Issuer agrees to maintain the confidentiality of the Information (as defined
below), except that Information may be disclosed (a) to its Affiliates and to its and its
Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and
representatives (it being understood that the Persons to whom such disclosure is made will be
informed of the confidential nature of such Information and instructed to keep such Information
confidential), (b) to the extent requested by any regulatory authority purporting to have
jurisdiction over it (including any self-regulatory authority, such as the National Association of
Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any
subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the
exercise of any remedies hereunder or under any other Loan Document or any action or proceeding
relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or
thereunder, (f) subject to an agreement containing provisions substantially the same as those of
this Section, to (i) any assignee of or Participant in, or any prospective assignee of or
Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee
invited to be a Lender pursuant to Section 2.15(c) or (ii) any actual or prospective counterparty
(or its advisors) to any swap or derivative transaction relating to a Borrower and its obligations,
(g) with the consent of the Company or (h) to the extent such Information (x) becomes publicly
available other than as a result of a breach of this Section or (y) becomes available to the
Administrative Agent, any Lender, the L/C Issuer or any of their respective Affiliates on a
nonconfidential basis from a source other than the Company.



For purposes of this Section, “Information” means all information received from the Company or
any Subsidiary relating to the Company or any Subsidiary or any of their respective businesses,
other than any such information that is available to the Administrative Agent, any Lender or the
L/C Issuer on a nonconfidential basis prior to disclosure by the Company or any Subsidiary,
provided that, in the case of information received from the Company or any Subsidiary after the
date hereof, such information is clearly identified at the time of delivery as confidential. Any
Person required to maintain the confidentiality of Information as provided in this Section shall be
considered to have complied with its obligation to do so if such Person has exercised the same
degree of care to maintain the confidentiality of such Information as such Person would accord to
its own confidential information.



Each of the Administrative Agent, the Lenders and the L/C Issuer acknowledges that (a) the
Information may include material non-public information concerning the Company or a Subsidiary, as
the case may be, (b) it has developed compliance procedures regarding the use of material
non-public information and (c) it will handle such material non-public information in accordance
with applicable Law, including United States Federal and state securities Laws.



10.08 Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender,
the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from
time to time, to the fullest extent permitted by applicable law, to set off and apply any and all
deposits (general or special, time or demand, provisional or final, in whatever currency) at any
time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C
Issuer or any such Affiliate to or for the credit or the account of any Borrower against any and
all of the obligations of such Borrower now or hereafter existing under this Agreement or any other
Loan Document to such Lender or the L/C Issuer, irrespective of whether or not such Lender or the
L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although
such obligations of such Borrower may be contingent or unmatured or are owed to a branch or office
of such Lender or the L/C Issuer different from the branch or office holding such deposit or
obligated on such indebtedness. The rights of each Lender, the L/C Issuer and their respective
Affiliates under this Section are in addition to other rights and remedies (including other rights
of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender
and the L/C Issuer agrees to notify the Company and the Administrative Agent promptly after any
such setoff and application, provided that the failure to give such notice shall not affect the
validity of such setoff and application.



10.09 Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Loan
Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the
maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If the
Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum
Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such
unpaid principal, refunded to the Company. In determining whether the interest contracted for,
charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person
may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal
as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the
effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the
total amount of interest throughout the contemplated term of the Obligations hereunder.



10.10 Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts
(and by different parties hereto in different counterparts), each of which shall constitute an
original, but all of which when taken together shall constitute a single contract. This Agreement
and the other Loan Documents constitute the entire contract among the parties relating to the
subject matter hereof and supersede any and all previous agreements and understandings, oral or
written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement
shall become effective when it shall have been executed by the Administrative Agent and when the
Administrative Agent shall have received counterparts hereof that, when taken together, bear the
signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature
page of this Agreement by telecopy or other electronic imaging means shall be effective as delivery
of a manually executed counterpart of this Agreement.



10.11 Survival of Representations and Warranties. All representations and warranties made
hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or
in connection herewith or therewith shall survive the execution and delivery hereof and thereof.
Such representations and warranties have been or will be relied upon by the Administrative Agent
and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or
on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice
or knowledge of any Default at the time of any Credit Extension, and shall continue in full force
and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied
or any Letter of Credit shall remain outstanding.



10.12 Severability. If any provision of this Agreement or the other Loan Documents is held to be
illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining
provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby
and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or
unenforceable provisions with valid provisions the economic effect of which comes as close as
possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a
provision in a particular jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction.



10.13 Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if any
Borrower is required to pay any additional amount to any Lender or any Governmental Authority for
the account of any Lender pursuant to Section 3.01, if any Lender is a Defaulting Lender or if any
other circumstance exists hereunder that gives the Company the right to replace a Lender as a party
hereto, then the Company may, at its sole expense and effort, upon notice to such Lender and the
Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance
with and subject to the restrictions contained in, and consents required by, Section 10.06), all of
its interests, rights and obligations under this Agreement and the related Loan Documents to an
assignee that shall assume such obligations (which assignee may be another Lender, if a Lender
accepts such assignment), provided that:




(a) the Company shall have paid (or caused a Designated Borrower to pay) to the
Administrative Agent the assignment fee specified in Section 10.06(b);




(b) such Lender shall have received payment of an amount equal to the outstanding
principal of its Loans and L/C Advances, accrued interest thereon, accrued fees and all
other amounts payable to it hereunder and under the other Loan Documents (including any
amounts under Section 3.05) from the assignee (to the extent of such outstanding principal
and accrued interest and fees) or the Company or applicable Designated Borrower (in the case
of all other amounts);




(c) in the case of any such assignment resulting from a claim for compensation under
Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will
result in a reduction in such compensation or payments thereafter; and




(d) such assignment does not conflict with applicable Laws.



A Lender shall not be required to make any such assignment or delegation if, prior thereto, as
a result of a waiver by such Lender or otherwise, the circumstances entitling the Company to
require such assignment and delegation cease to apply.



10.14 Governing Law; Jurisdiction; Etc.




(a) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF TEXAS.




(b) SUBMISSION TO JURISDICTION. EACH BORROWER IRREVOCABLY AND UNCONDITIONALLY SUBMITS,
FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF
TEXAS SITTING IN DALLAS COUNTY AND OF THE UNITED STATES DISTRICT COURT FOR THE NORTHERN
DISTRICT OF TEXAS, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION
OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND
UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE
HEARD AND DETERMINED IN SUCH TEXAS STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL
JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER
JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN
THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE
AGENT, ANY LENDER OR THE L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING
RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY BORROWER OR ITS PROPERTIES
IN THE COURTS OF ANY JURISDICTION.




(c) WAIVER OF VENUE. EACH BORROWER IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE
TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS
SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH
ACTION OR PROCEEDING IN ANY SUCH COURT.




(d) SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS
IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02. NOTHING IN THIS AGREEMENT WILL AFFECT
THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE
LAW.



10.15 Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING
DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR
THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER
PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES
HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.



10.16 No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction
contemplated hereby (including in connection with any amendment, waiver or other modification
hereof or of any other Loan Document), each Borrower acknowledges and agrees, and acknowledges its
Affiliates’ understanding, that: (i)(A) the arranging and other services regarding this Agreement
provided by the Administrative Agent and the Arranger, are arm’s-length commercial transactions
between such Borrower and its Affiliates, on the one hand, and the Administrative Agent and the
Arranger, on the other hand, (B) such Borrower has consulted its own legal, accounting, regulatory
and tax advisors to the extent it has deemed appropriate, and (C) such Borrower is capable of
evaluating, and understands and accepts, the terms, risks and conditions of the transactions
contemplated hereby and by the other Loan Documents; (ii)(A) the Administrative Agent and the
Arranger each is and has been acting solely as a principal and, except as expressly agreed in
writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent
or fiduciary for such Borrower or any of its Affiliates, or any other Person and (B) neither the
Administrative Agent nor the Arranger has any obligation to such Borrower or any of its Affiliates
with respect to the transactions contemplated hereby except those obligations expressly set forth
herein and in the other Loan Documents; and (iii) the Administrative Agent and the Arranger and
their respective Affiliates may be engaged in a broad range of transactions that involve interests
that differ from those of such Borrower and its Affiliates, and neither the Administrative Agent
nor the Arranger has any obligation to disclose any of such interests to such Borrower or its
Affiliates. To the fullest extent permitted by law, each of the Borrowers hereby waives and
releases any claims that it may have against the Administrative Agent and the Arranger with respect
to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any
transaction contemplated hereby.



10.17 Electronic Execution of Assignments and Certain Other Documents. The words “execution,”
“signed,” “signature,” and words of like import in any Assignment and Assumption or in any
amendment or other modification hereof (including waivers and consents) shall be deemed to include
electronic signatures or the keeping of records in electronic form, each of which shall be of the
same legal effect, validity or enforceability as a manually executed signature or the use of a
paper-based recordkeeping system, as the case may be, to the extent and as provided for in any
applicable law, including the Federal Electronic Signatures in Global and National Commerce Act,
the New York State Electronic Signatures and Records Act, or any other similar state laws based on
the Uniform Electronic Transactions Act.



10.18 USA PATRIOT Act. Each Lender that is subject to the Act (as hereinafter defined) and the
Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrowers
that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into
law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that
identifies the Borrowers, which information includes the name and address of each Borrower and
other information that will allow such Lender or the Administrative Agent, as applicable, to
identify such Borrower in accordance with the Act. Each Borrower shall, promptly following a
request by the Administrative Agent or any Lender, provide all documentation and other information
that the Administrative Agent or such Lender requests in order to comply with its ongoing
obligations under applicable “know your customer” and anti-money laundering rules and regulations,
including the Act.



10.19 Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary
to convert a sum due hereunder or any other Loan Document 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 Borrower in respect of any
such sum due from it to the Administrative Agent or any Lender hereunder or under the other Loan
Documents 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 Borrower in the Agreement
Currency, such Borrower 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 Borrower (or to any other Person
who may be entitled thereto under applicable law).



10.20 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, the parties hereto have caused this Agreement to be duly executed
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

Title: Director
	 	 	 	Name:Holly J. McCool

Title:Assistant Treasurer

	FURMANITE LIMITED

Acting by:
	 	

	 	

In the presence of:

	/s/ Miguel A. Desdin—
	 	 	 	/s/ Holly J. McCool

	 
	 	 	 	 

	Title: Director
	 	 	 	Name:Holly J. McCool

Title:Assistant Treasurer







2




	 	 	 	 	 
	FURMANITE INTERNATIONAL FINANCE LIMITED	 	 
	 	 	BANK OF AMERICA,

Administrative A
	 	N.A., as

gent

	 	 	By:
	 	/s/ Anthony W. Kell

	 	 	 	 	 








	 	 	Name: Anthony W. Kell






Title: Assistant Vice President



3




BANK OF AMERICA, N.A., as a Lender, L/C Issuer and Swing Line
Lender




	 	 	 	By: /s/ Eric
Chandler






	 	 	Name: Eric Chandler






Title: Vice President



4




COMPASS BANK, as a Lender




	 	 	 	By: /s/ Key
Coker






	 	 	Name: Key Coker





Title: Managing DirectorSCHEDULE 1.01




MANDATORY COST FORMULAE





	1.	 	The Mandatory Cost (to the extent applicable) is an addition to the interest rate to
compensate Lenders for the cost of compliance with:






	 	(a)	 	the requirements of the Bank of England and/or the Financial Services Authority
(or, in either case, any other authority which replaces all or any of its functions);
or






	 	(b)	 	the requirements of the European Central Bank.






	2.	 	On the first day of each Interest Period (or as soon as possible thereafter) the
Administrative Agent shall calculate, as a percentage rate, a rate (the “Additional Cost
Rate”) for each Lender, in accordance with the paragraphs set out below. The Mandatory Cost
will be calculated by the Administrative Agent as a weighted average of the Lenders’
Additional Cost Rates (weighted in proportion to the percentage participation of each Lender
in the relevant Loan) and will be expressed as a percentage rate per annum. The
Administrative Agent will, at the request of the Company or any Lender, deliver to the Company
or such Lender as the case may be, a statement setting forth the calculation of any Mandatory
Cost.






	3.	 	The Additional Cost Rate for any Lender lending from a Lending Office in a Participating
Member State will be the percentage notified by that Lender to the Administrative Agent. This
percentage will be certified by such Lender in its notice to the Administrative Agent to be
its reasonable determination of the cost (expressed as a percentage of such Lender’s
participation in all Loans made from such Lending Office) of complying with the minimum
reserve requirements of the European Central Bank in respect of Loans made from that Lending
Office.






	4.	 	The Additional Cost Rate for any Lender lending from a Lending Office in the United Kingdom
will be calculated by the Administrative Agent as follows:






	 	(a)	 	in relation to any Loan in Sterling:





	 	 	 
	AB+C(B-D)+E x 0.01

	 	per cent per annum
	 

	 	

	100 — (A+C)

	 	








	 	(b)	 	in relation to any Loan in any currency other than Sterling:





	 	 	 	 	 
	 	E x 0.01	 	 	per cent per annum

	 	 	 	 	


	 	300	 	 	








Where:




	 	 	 	“A” is the percentage of Eligible Liabilities (assuming these to be in excess of
any stated minimum) which that Lender is from time to time required to maintain as an
interest free cash ratio deposit with the Bank of England to comply with cash ratio
requirements.






	 	 	 	“B” is the percentage rate of interest (excluding the Applicable Rate, the
Mandatory Cost and any interest charged on overdue amounts pursuant to the first
sentence of Section 2.08(b) and, in the case of interest (other than on overdue
amounts) charged at the Default Rate, without counting any increase in interest rate
effected by the charging of the Default Rate) payable for the relevant Interest Period
of such Loan.






	 	 	 	“C” is the percentage (if any) of Eligible Liabilities which that Lender is
required from time to time to maintain as interest bearing Special Deposits with the
Bank of England.






	 	 	 	“D” is the percentage rate per annum payable by the Bank of England to the
Administrative Agent on interest bearing Special Deposits.






	 	 	 	“E” is designed to compensate Lenders for amounts payable under the Fees Rules and
is calculated by the Administrative Agent as being the average of the most recent rates
of charge supplied by the Lenders to the Administrative Agent pursuant to paragraph 7
below and expressed in pounds per £1,000,000.






	5.	 	For the purposes of this Schedule:






	 	(a)	 	“Eligible Liabilities” and “Special Deposits” have the meanings given to them
from time to time under or pursuant to the Bank of England Act 1998 or (as may be
appropriate) by the Bank of England;






	 	(b)	 	“Fees Rules” means the rules on periodic fees contained in the FSA Supervision
Manual or such other law or regulation as may be in force from time to time in respect
of the payment of fees for the acceptance of deposits;






	 	(c)	 	“Fee Tariffs” means the fee tariffs specified in the Fees Rules under the
activity group A.1 Deposit acceptors (ignoring any minimum fee or zero rated fee
required pursuant to the Fees Rules but taking into account any applicable discount
rate); and






	 	(d)	 	“Tariff Base” has the meaning given to it in, and will be calculated in
accordance with, the Fees Rules.






	6.	 	In application of the above formulae, A, B, C and D will be included in the formulae as
percentages (i.e. 5% will be included in the formula as 5 and not as 0.05). A negative result
obtained by subtracting D from B shall be taken as zero. The resulting figures shall be
rounded to four decimal places.






	7.	 	If requested by the Administrative Agent or the Company, each Lender with a Lending Office in
the United Kingdom or a Participating Member State shall, as soon as practicable after
publication by the Financial Services Authority, supply to the Administrative Agent and the
Company, the rate of charge payable by such Lender to the Financial Services Authority
pursuant to the Fees Rules in respect of the relevant financial year of the Financial Services
Authority (calculated for this purpose by such Lender as being the average of the Fee Tariffs
applicable to such Lender for that financial year) and expressed in pounds per £1,000,000 of
the Tariff Base of such Lender.






	8.	 	Each Lender shall supply any information required by the Administrative Agent for the purpose
of calculating its Additional Cost Rate. In particular, but without limitation, each Lender
shall supply the following information in writing on or prior to the date on which it becomes
a Lender:






	 	(a)	 	the jurisdiction of the Lending Office out of which it is making available its
participation in the relevant Loan; and






	 	(b)	 	any other information that the Administrative Agent may reasonably require for
such purpose.





Each Lender shall promptly notify the Administrative Agent in writing of any change to the
information provided by it pursuant to this paragraph.




	9.	 	The percentages of each Lender for the purpose of A and C above and the rates of charge of
each Lender for the purpose of E above shall be determined by the Administrative Agent based
upon the information supplied to it pursuant to paragraphs 7 and 8 above and on the assumption
that, unless a Lender notifies the Administrative Agent to the contrary, each Lender’s
obligations in relation to cash ratio deposits and Special Deposits are the same as those of a
typical bank from its jurisdiction of incorporation with a lending office in the same
jurisdiction as its Lending Office.






	10.	 	The Administrative Agent shall have no liability to any Person if such determination results
in an Additional Cost Rate which over- or under-compensates any Lender and shall be entitled
to assume that the information provided by any Lender pursuant to paragraphs 3, 7 and 8 above
is true and correct in all respects.






	11.	 	The Administrative Agent shall distribute the additional amounts received as a result of the
Mandatory Cost to the Lenders on the basis of the Additional Cost Rate for each Lender based
on the information provided by each Lender pursuant to paragraphs 3, 7 and 8 above.






	12.	 	Any determination by the Administrative Agent pursuant to this Schedule in relation to a
formula, the Mandatory Cost, an Additional Cost Rate or any amount payable to a Lender shall,
in the absence of manifest error, be conclusive and binding on all parties hereto.






	13.	 	The Administrative Agent may from time to time, after consultation with the Company and the
Lenders, determine and notify to all parties any amendments which are required to be made to
this Schedule in order to comply with any change in law, regulation or any requirements from
time to time imposed by the Bank of England, the Financial Services Authority or the European
Central Bank (or, in any case, any other authority which replaces all or any of its functions)
and any such determination shall, in the absence of manifest error, be conclusive and binding
on all parties hereto.





SCHEDULE 2.01




COMMITMENTS

AND APPLICABLE PERCENTAGES




	 	 	 	 	 	 	 	 	 
	Lender	 	Commitment	 	Applicable Percentage
	Bank of America, N.A.
	 	$	25,000,000	 	 	 	50.000000000	%
	Compass Bank
	 	$	25,000,000	 	 	 	50.000000000	 
	Total
	 	$	50,000,000	 	 	 	100.000000000	%






SCHEDULE 5.06




LITIGATION




The matters that are disclosed in the Parent’s 10-K for the fiscal year ended December 31,
2008 or the Parent’s 10-Q for the fiscal quarter ended March 31, 2009.



A subsidiary of the Company is involved in disputes with two customers, who are each
negotiating with a governmental regulatory agency and claim that the subsidiary failed to provide
them with satisfactory services at the customers’ facilities. In April 2009, INEOS USA LLC
initiated legal action against the subsidiary alleging that the subsidiary, Furmanite America,
Inc., and one of its former employees, who performed data services at one of the customer’s
facilities, breached its contract with the customer and failed to provide the customer with
adequate and timely information supporting the subsidiary’s work at the customer’s facility from
1998 through the second quarter of 2005. The customer’s complaint seeks damages in an amount that
the subsidiary believes represents the total proposed civil penalty, plus the cost of unspecified
supplemental environmental projects requested by the regulatory agency to reduce air emissions at
the customer’s facility, and also seeks unspecified punitive damages. The subsidiary believes that
it provided these customers with adequate and timely information supporting the subsidiary’s work
at the customers’ facilities and will vigorously defend against the customers’ claims.



SCHEDULE 5.08




REAL PROPERTY

United Kingdom




	 	 	 	 	 
	1. Entity	 	2. Address	 	3. Property Owned or Leased
	4. Furmanite

International

Limited
	 	5. Furman House

Shap Road

Kendal, Cumbria

LA9 6RU

	 	6. Owned







	 
	 	 

	 	 
	7. Furmanite

International

Limited
	 	8. Bay 3

Kendal, Cumbria

LA9 6RU

	 	9. Leased





	 
	 	 

	 	 
	10. Furmanite

International

Limited
	 	11. Parkhill Road

Kingstown Industrial Estate

Carlisle, Cumbria

CA3 0EX

	 	12. Owned







	 
	 	 

	 	 
	13. Furmanite

International

Limited
	 	14. Thompson House, Thompson St

Thompson Close

Whittington Moor

Chesterfield, Derbyshire

S41 9AZ

	 	15. Leased









	 
	 	 

	 	 
	16. Furmanite

International

Limited
	 	17. D16 Wellheads Industrial Centre

Wellheads Crescent

Dyce, Aberdeen

AB21 7GA

	 	18. Leased







	 
	 	 

	 	 
	19. Furmanite

International

Limited
	 	20. P.O. Box 30

Bo’ness Road

Grangemouth

FK 3 9XQ

	 	21. Leased







	 
	 	 

	 	 
	22. Furmanite

International

Limited
	 	23. Worldwide Way

Kiln Lane Industrial Estate

Stallingbrough, Grimsby

North East Lincolnshire

DN41 8DY

	 	24. Leased









	 
	 	 

	 	 
	25. Furmanite

International

Limited
	 	26. Owens Road

Skippers Lane Industrial Estate

South Bank, Middlesbrough

Cleveland

TS6 6HE

	 	27. Owned









	 
	 	 

	 	 






5




	 	 	 	 	 
	28. Furmanite

International

Limited
	 	29. Sunningdale House

Sunnigndale Road

South Park Industrial Estate

Scunthorpe, Lincolnshire

DN16 3RN

	 	30. Owned









	 
	 	 

	 	 
	31. Furmanite

International

Limited
	 	32. 10 Dunlop Way

Queensway Industrial Estate

Scunthrope, Lincolnshire

DN16 3RN

	 	33. Owned







	 
	 	 

	 	 
	34. Furmanite

International

Limited
	 	35. 7 Colville Court

Winwick Quay

Warrington, Cheshire

WA2 8 QT

	 	36. Leased







	 
	 	 

	 	 
	37. Furmanite

International

Limited
	 	38. PO Box 137

The Wilton International Site

Wilton, Redcar

TS10 4YB

	 	39. Leased







	 
	 	 

	 	 






6




United States




	 	 	 	 	 	 	 
	40. Entity	 	41. Address	 	42. Property Owned or Leased
	43.

Furmanite

US GSG LLC
	 	44. 123 Park Drive

Saraland, AL 36571




	 	45. Owned





	 	 	 	 	 

	 	 
	 	46.	 	 	47. 410 South College, Unit H

El Dorado, AR 71730

	 	48. Leased



	 	 	 	 	 

	 	 
	49.

Furmanite

America,

Inc.
	 	50. 3000 Bayshore Road

Benicia, CA 94510






	 	51. Leased







	 	 	 	 	 

	 	 
	52.

Furmanite

America,

Inc.
	 	53. 19700 Magellan Drive

Torrance, CA 90502






	 	54. Leased







	 	 	 	 	 

	 	 
	55.

Furmanite

Corporation
	 	56. 850 East 73rd Avenue

Unit 9

Denver, CO 80229

	 	57. Leased





	 	 	 	 	 

	 	 
	 	58.	 	 	59. 408 Woodmont Road

Milford, CT 06460

	 	60. Leased



	 	 	 	 	 

	 	 
	61.

Furmanite

America,

Inc.
	 	62. 4133 N. Canal Street

Jacksonville, FL 32209






	 	63. Leased







	 	 	 	 	 

	 	 
	64.

Furmanite

America,

Inc.
	 	65. 407 Old Mill Road

Cartersville, GA 30120






	 	66. Leased







	 	 	 	 	 

	 	 
	67.

Furmanite

America,

Inc.
	 	68. 91-220 Kalaeloa Blvd.

Unit B

Kapolei, HI 96707




	 	69. Leased







	 	 	 	 	 

	 	 
	 	70.	 	 	71. 10 Eisenhower Lane, North

Lombard, IL 60148

	 	72. Leased



	 	 	 	 	 

	 	 
	73.

Furmanite

America,

Inc.
	 	74. 1931 Northwind Parkway

Hobart, IN 46342






	 	75. Leased







	 	 	 	 	 

	 	 
	 	76.	 	 	77. 524 Oil Hill Road

El Dorado, KS 67042

	 	78. Leased



	 	 	 	 	 

	 	 
	 	79.	 	 	80. 2601 Grassland Drive

Louisville, KY 40299

	 	81. Leased



	 	 	 	 	 

	 	 
	82.

Furmanite

America,

Inc.
	 	83. 200 Woodland Drive

LaPlace, LA 70068






	 	84. Leased







	 	 	 	 	 

	 	 
	85.

Furmanite

US GSG LLC
	 	86. 215 N. Beglis Pkwy

Sulphur, LA 70663




	 	87. Owned





	 	 	 	 	 

	 	 
	 	88.	 	 	89. 460 Spiral Blvd

Unit #3

Hastings, MN 55033

	 	90. Leased





	 	 	 	 	 

	 	 
	91.

Furmanite

USA, Inc.
	 	92. 1224 Forest Pkwy, Suite #120

Paulsboro, NJ 08066




	 	93. Leased





	 	 	 	 	 

	 	 
	 	94.	 	 	95. 2461 Iorio St.

Union, NJ 07083

	 	96. Leased



	 	 	 	 	 

	 	 
	97.

Furmanite

America,

Inc.
	 	98. 1200 Atando Avenue , Suite A

Charlotte, NC 28206






	 	99. Leased







	 	 	 	 	 

	 	 
	 	100.	 	 	101. 2271 N. Moraine Dr

Dayton, OH 45439

	 	102. Leased



	 	 	 	 	 

	 	 
	103.

Furmanite

US GSG LLC
	 	104. 9740 S. 219th East Ave.

Broken Arrow, OK 74014




	 	105. Owned





	 	 	 	 	 

	 	 
	106.

Furmanite

US GSG LLC
	 	107. 1200 N. 43rd Street East

Muskogee, OK 74403




	 	108. Owned





	 	 	 	 	 

	 	 
	 	109.	 	 	110. 711 Parkway View Drive

Pittsburgh, PA 15205

	 	111. Leased



	 	 	 	 	 

	 	 
	112.

Furmanite

America,

Inc.
	 	113. 705 Langham Drive, Suite K

Beaumont, TX 77707






	 	114. Leased







	 	 	 	 	 

	 	 
	 	115.	 	 	116. 2310 Joyce Drive

Corpus Christi, TX 78417

	 	117. Leased



	 	 	 	 	 

	 	 
	118.

Furmanite

US GSG LLC
	 	119. 6330 Dixie Drive

Houston, TX 77087




	 	120. Owned





	 	 	 	 	 

	 	 
	121.

Furmanite

America,

Inc.
	 	122. 101 Old Underwood Rd , Unit E

LaPorte, TX 77571






	 	123. Leased







	 	 	 	 	 

	 	 
	124.

Furmanite

America,

Inc.
	 	125. 3782 West 2340 South, Suite C

West Valley City, UT 84120






	 	126. Leased







	 	 	 	 	 

	 	 
	127.

Furmanite

America,

Inc.
	 	128. 1447 W. 27th Street

Norfolk, VA 23508






	 	129. Leased







	 	 	 	 	 

	 	 






7




	 	 	 	 	 	 	 
	 	130.	 	 	131. 8045 Leesburg

Pike, Suite 400

Vienna, VA 22182

	 	132. Leased





	 	 	 	 	 

	 	 
	133.

Furmanite

Worldwide,

Inc.
	 	134. 7820 South

196th St, Bldg. #4

Kent, WA 98032




	 	135. Leased







	 	 	 	 	 

	 	 
	136.

Furmanite

America,

Inc.
	 	137. 170 Lost

Pavement Rd

Parkersburg, WV

26101

	 	138. Leased







	 	 	 	 	 

	 	 
	139.

Furmanite

Worldwide,

Inc.
	 	140. 2435 North

Central Express Way

Suite 700/800

Richardson, TX 75080

	 	141. Leased







	 	 	 	 	 

	 	 






SCHEDULE 5.09




ENVIRONMENTAL MATTERS




A subsidiary of the Company is involved in disputes with two customers, who are each
negotiating with a governmental regulatory agency and claim that the subsidiary failed to provide
them with satisfactory services at the customers’ facilities. In April 2009, INEOS USA LLC
initiated legal action against the subsidiary alleging that the subsidiary, Furmanite America,
Inc., and one of its former employees, who performed data services at one of the customer’s
facilities, breached its contract with the customer and failed to provide the customer with
adequate and timely information supporting the subsidiary’s work at the customer’s facility from
1998 through the second quarter of 2005. The customer’s complaint seeks damages in an amount that
the subsidiary believes represents the total proposed civil penalty, plus the cost of unspecified
supplemental environmental projects requested by the regulatory agency to reduce air emissions at
the customer’s facility, and also seeks unspecified punitive damages. The subsidiary believes that
it provided these customers with adequate and timely information supporting the subsidiary’s work
at the customers’ facilities and will vigorously defend against the customers’ claims.



SCHEDULE 5.13




SUBSIDIARIES AND

OTHER EQUITY INVESTMENTS




Part (a). Subsidiaries.



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SUBSIDIARY SCHEDULE
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Possession of	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Certificate	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	% of Outstanding	 	 
	X=	 	 	 	Jurisdiction of	 	 	 	 	 	Authorized Shares	 	Shares or Equity	 	Certificated or	 	L=BofA	 	 	 	 	 	Shares or Equity	 	 
	Material Subsidiary	 	Company Name	 	Organization	 	Organization ID #	 	or Equity Interests	 	Interests Owned	 	Uncertificated	 	F=Furmanite	 	Certificate No.	 	Interests	 	Registered Holder
	X (US)
	 	Furmanite Worldwide, Inc.

	 	Delaware
	 	 	2258126	 	 	1,000 shares $1.00

par value
	 	 	1,000	 	 	Certificated
	 	L
	 	 	2	 	 	 	100	 	 	Furmanite Corporation

(fka XANSER

Corporation fka Kaned

Services Inc.)
	 
	 	 

	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 
	X (US)
	 	Furmanite America, Inc.

	 	Virginia
	 	 	140598	 	 	150,000 shares

$1.00 par value
	 	 	33,861	 	 	Certificated
	 	L
	 	 	28	 	 	 	100	 	 	Furmanite Worldwide,

Inc.
	 
	 	 

	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 
	X (US)
	 	Furmanite Offshore

Services, Inc. (fka Kaneb

Offshore Services, Inc.)

	 	

Delaware
	 	

2763052
	 	

1,000 shares $1.00

par value
	 	

1,000
	 	

Certificated
	 	

L
	 	

2
	 	

100
	 	

Furmanite Worldwide,

Inc.
	 
	 	 

	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 
	X (US)
	 	Furmanite Malaysia, LLC

	 	Delaware
	 	 	3317477	 	 	Uncertificated

Limited Liability

Company Interest
	 	



 
	 	



 
	 	



 
	 	



 
	 	



100
	 	



Furmanite Holding B.V.
	 
	 	 

	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 
	X (US)
	 	Furmanite US GSG LLC

	 	Delaware
	 	 	4061543	 	 	Uncertificated

Limited Liability

Company Interest
	 	



 
	 	



 
	 	



 
	 	



 
	 	



100
	 	



Furmanite America, Inc.
	 
	 	 

	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 
	X (UK)
	 	Furmanite Limited (fka

Furmanite plc fka Kaneb UK

plc)

	 	

England
	 	

2530049
	 	

Ordinary Shares of

£1 each
	 	



10,424,447
	 	



Certificated
	 	



L
	 	



16
	 	



100
	 	



Furmanite Holding B.V.
	 
	 	 

	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 
	X (UK)
	 	Furmanite 1986 (fka

Furmanite 1986 Limited fka

Furmanite Limited fka

Furmanite plc)

	 	



England
	 	



2004499
	 	



Ordinary Shares of

£1 each
	 	





2,994,546
	 	





Certificated
	 	





L
	 	





741
	 	





100
	 	





Furmanite Holding B.V.
	 
	 	 

	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 
	X (UK)
	 	Furmanite International

Limited

	 	England
	 	 	238721	 	 	739,088 Ordinary

Shares of £1 each
	 	

732,670
	 	

Certificated
	 	

L
	 	

1
	 	

100
	 	

Furmanite 1986
	 
	 	 

	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 
	X (UK)
	 	Furmanite GSG Limited

	 	England
	 	 	5655073	 	 	1,000,000 Ordinary

Shares of £1 each
	 	 	1	 	 	Certificated
	 	L
	 	 	1	 	 	 	100	 	 	Furmanite

International Limited
	 
	 	 

	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 
	X (UK)
	 	Furmanite International

Finance Limited

	 	England
	 	 	5764823	 	 	Ordinary Shares of

£1 each
	 	 	1,000	 	 	Certificated
	 	L
	 	 	1	 	 	 	100	 	 	Furmanite Worldwide,

Inc.
	 
	 	 

	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 
	Dormant

Subsidiary
	 	

IPSCO International Limited

	 	

England
	 	

5803830
	 	

 
	 	

 
	 	

 
	 	

 
	 	

 
	 	

100
	 	

Furmanite

International Limited
	 
	 	 

	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 
	Dormant

Subsidiary
	 	Aero Precision & General

Engineering (Carlisle)

Limited

	 	



England
	 	



2885182
	 	



 
	 	



 
	 	



 
	 	



 
	 	



 
	 	



100
	 	



 
	 
	 	 

	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 
	Dormant

Subsidiary
	 	

Silk Engineering (Derby)

Ltd

	 	



England
	 	



2885183
	 	



 
	 	



 
	 	



 
	 	



 
	 	



 
	 	



100
	 	



 
	 
	 	 

	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 
	Dormant
	 	


	 	

	 	

	 	

	 	

	 	

	 	

	 	

	 	

	 	

	Subsidiary
	 	Furmatec

	 	England
	 	 	2967768	 	 	 
	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	100	 	 	 
	 
	 	 

	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	Furmanite Holding B.V.

(fka Furmeta Holding B.V.)

	 	Netherlands
	 	 	24177854	 	 	700 shares each

share having a

nominal value of €

455.—
	 	



142
	 	



Uncertificated
	 	



 
	 	



 
	 	



100
	 	



Furmanite Offshore

Services, Inc.
	 
	 	 

	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	Furmanite GSG B.V.

	 	Netherlands
	 	 	24387988	 	 	900 shares each

share having a

nominal value of €

100.—
	 	





180
	 	





Uncertificated
	 	





 
	 	





 
	 	





100
	 	





Furmanite Holding B.V.
	 
	 	 

	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	Metaholding B.V.

	 	Netherlands
	 	 	24198613	 	 	180 shares each

share having a

nominal value of €

455.—
	 	





36
	 	





Uncertificated
	 	





 
	 	





 
	 	





100
	 	





Furmanite Holding B.V.
	 
	 	 

	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	Metalock B.V.

	 	Netherlands
	 	 	24198614	 	 	400 shares each

share having a

nominal value of €

455.—
	 	





80
	 	





Uncertificated
	 	





 
	 	





 
	 	





100
	 	





Metaholding B.V.
	 
	 	 

	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	Furmanite B.V.

	 	Netherlands
	 	 	24164246	 	 	225,000 shares each

share having a

nominal value of €

23.—
	 	





45,000
	 	





Uncertificated
	 	





 
	 	





 
	 	





100
	 	





Furmanite Holding B.V.
	 
	 	 

	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 
	X (AUS)
	 	Furmanite Australia Pty

Ltd (fka Denon Pty Ltd)

	 	

Australia
	 	

58 078 420 112
	 	

Ordinary Shares
	 	

4,689,046
	 	

Certificated
	 	

L
	 	

10
	 	

100
	 	

Furmanite Holding B.V.
	 	 	
 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 

	 	 
	 	 	 	 	 	Redeemable

Preference Shares
	 	

61
	 	

Certificated
	 	

L
	 	

12
	 	

100
	 	

Furmanite Holding B.V.
	 
	 	 

	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	Furmanite Holding AS

	 	Norway
	 	 	979 309 600	 	 	Face Value NOK 100
	 	 	500	 	 	Certificated
	 	F
	 	 	001-500	 	 	 	100	 	 	Furmanite Holding B.V.
	 
	 	 

	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	Furmanite AS

	 	Norway
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	100	 	 	Furmanite Holding AS
	 
	 	 

	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	CMS: Corrosion Monitoring

Services AS

	 	

Norway
	 	

 
	 	

 
	 	

 
	 	

 
	 	

 
	 	

 
	 	

100
	 	

Furmanite AS
	 
	 	 

	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	Furmanite Singapore Pte Ltd

	 	Singapore
	 	 	 	 	 	100,000 Ordinary

Shares of SGD 1.00

each
	 	



100,000
	 	



Certificated
	 	



F
	 	



8
	 	



100
	 	



Furmanite Holding B.V.
	 
	 	 

	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	Furmanite East Asia

Limited (fka Furmanite

Hong Kong Limited fka

Broomhill Investments

Limited)

	 	





Hong Kong
	 	





 
	 	





250,000 shares of

HK 1.00 each
	 	







249,999
	 	







Certificated
	 	







F
	 	







14
	 	







99.99
	 	







Furmanite Holding B.V.
	 	 	
 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 

	 	 
	 	 	 	 	 	 
	 	 	1	 	 	Certificated
	 	F
	 	 	1	 	 	 	0.01	 	 	Joseph E Million,

Nominee for Furmanite

Holding B.V.
	 
	 	 

	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	Furmanite BVBA

	 	Belgium
	 	 	 	 	 	 
	 	 	 	 	 	Uncertificated
	 	 
	 	 	 	 	 	 	100	 	 	Furmanite Holding B.V.
	 
	 	 

	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	Furmanite GSG BVBA

	 	Belgium
	 	 	 	 	 	 
	 	 	 	 	 	Uncertificated
	 	 
	 	 	 	 	 	 	100	 	 	Furmanite Holding B.V.
	 
	 	 

	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	Metalock NV

	 	Belgium
	 	 	 	 	 	 
	 	 	 	 	 	Uncertificated
	 	 
	 	 	 	 	 	 	100	 	 	Furmanite BVBA
	 
	 	 

	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	Furmanite SAS

	 	France
	 	 	 	 	 	 
	 	 	 	 	 	Uncertificated
	 	 
	 	 	 	 	 	 	100	 	 	Furmanite Holding B.V.
	 
	 	 

	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	Furmanite NZ Limited (fka

Furmanite V&P Engineering

Ltd fka V&P Engineering

Ltd)

	 	





New Zealand
	 	





 
	 	





 
	 	





1,100
	 	





Certificated
	 	





F
	 	





Not Numbered
	 	





100
	 	





Furmanite Holding B.V.
	 
	 	 

	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	Furmanite Mechanical

Technology Services

(Shanghai) Co., Ltd

	 	



China
	 	



 
	 	



 
	 	



 
	 	



 
	 	



 
	 	



 
	 	



100
	 	



Furmanite Holding B.V.
	 
	 	 

	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	Furmanite Canada Corp.

	 	Canada (Nova Scotia)
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	100	 	 	Furmanite America, Inc.
	 	 	 

	 	

	 	

	 	

	 	

	 	

	 	

	 	

	 	

	 	

	 
	 	Furmanite Middle East SPC

	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	100	 	 	Furmanite

International Limited
	 	 	 

	 	

	 	

	 	

	 	

	 	

	 	

	 	

	 	

	 	

	 
	 	Furmanite West Africa Ltd

	 	Nigeria
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	Furmanite

International Limited
	 	 	 

	 	

	 	

	 	

	 	

	 	

	 	

	 	

	 	

	 	

	 
	 	Specialty Industrial

Services SDN. BHD.

	 	Malaysia
	 	 	535539-H	 	 	400,000 ordinary

shares of rm 1.00

par value each
	 	



12,500
	 	



Certificated
	 	



F
	 	



4
	 	



12.5
	 	



Furmanite Malaysia, LLC
	 	 	
 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 

	 	 
	 	 	 	 	 	100,000 cumulative

redeemable

preference shares

of rm 1.00 par

value each
	 	







 
	 	







 
	 	







 
	 	







 
	 	







 
	 	







 
	 
	 	 

	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	Furmanite (Malaysia) SDN.

BDN.

	 	Malaysia
	 	 	538299-U	 	 	500,000 ordinary

shares of rm 1.00

each
	 	



59,998
	 	



Certificated
	 	



F
	 	



5
	 	



20
	 	



Furmanite Malaysia, LLC
	 	 	
 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	

	 	

	 
	 	 

	 	 
	 	 	 	 	 	 	 	 	2	 	 	Certificated
	 	F
	 	 	3	 	 	 	 	 	 	 
	 
	 	 

	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	Fuji Furmanite Company

Limited

	 	Japan
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	10	 	 	Furmanite

International Limited
	 
	 	 

	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 






Part (b). Other Equity Investments.




None.



SCHEDULE 5.18




IDENTIFICATION NUMBERS FOR

DESIGNATED BORROWERS THAT ARE FOREIGN SUBSIDIARIES




	 	 	 	 	 	 	 
	Designated Borrower	 	Identification Number	 	Jurisdiction of Organization
	Furmanite International

Finance Limited

	 	05764823



	 	United Kingdom



	 

	 	 	 	 	 	 
	Furmanite Limited

	 	 	02530049	 	 	United Kingdom
	 

	 	 	 	 	 	 






SCHEDULE 5.19




INTELLECTUAL PROPERTY MATTERS




None.SCHEDULE 6.01




FORM OF QUARTERLY FINANCIAL STATEMENTS
































































SCHEDULE 7.01

EXISTING LIENS




The Charge of Deposit dated May 13, 2008 created by Furmanite International Limited on
Account designation 33576297 securing all monies due or to become due from Furmanite
International Limited to Westminister National Bank Plc. The Charge of Deposit shall be
released within 30 days after the Closing Date.




The security interests described in the following financing statements:



Debtor Jurisdiction Secured Party File No. File Date Summary




1. Furmanite Delaware Dell Financial 2007 0299890 01/24/07 Lease — All computer


Worldwide, Inc. Services L.P. equipment and peripherals wherever located, financed under and
described in the Master Lease Agreement ...


2. Furmanite Virginia Citicorp Leasing, 061010 7197-6 10/10/06 (1) One new Caterpillar


America, Inc. Inc. Model #C5000 Serial #AT9004451


3. Furmanite Virginia Williams 070226 7093-4 02/26/07 Lease of 32x8 Stor-A-


America, Inc. Scotsman, Inc. Van, serial number W29505. The Agreement which this Statement covers
is a Lease/Purchase.




	4.	 	Furmanite Virginia NMGH Financial 070226 7186-1 02/26/07 All of the equipment






	 	 	 	America, Inc. Services now or hereafter leased by Lessor to Lessee, and all accessions,
additions, replacements, [no description of the equipment]





D-1762355_11.DOC Schedule 7.01




SCHEDULE 7.01




EXISTING LIENS




The Charge of Deposit dated May 13, 2008 created by Furmanite International Limited on Account
designation 33576297 securing all monies due or to become due from Furmanite International Limited
to Westminister National Bank Plc. The Charge of Deposit shall be released within 30 days after
the Closing Date.



The security interests described in the following financing statements:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Debtor	 	Jurisdiction	 	Secured Party	 	File No.	 	File Date	 	Summary
	 	1.	 	 	Furmanite

Worldwide, Inc.
	 	Delaware
	 	Dell Financial

Services L.P.
	 	2007 0299890
	 	01/24/07
	 	Lease — All

computer equipment

and peripherals

wherever located,

financed under and

described in the

Master Lease

Agreement ...

	 	2.	 	 	Furmanite America,

Inc.
	 	Virginia
	 	Citicorp Leasing,

Inc.
	 	061010 7197-6
	 	10/10/06
	 	(1) One new

Caterpillar Model

#C5000 Serial

#AT9004451

	 	3.	 	 	Furmanite America,

Inc.
	 	Virginia
	 	Williams Scotsman,

Inc.
	 	070226 7093-4
	 	02/26/07
	 	Lease of 32x8

Stor-A-Van, serial

number W-29505.

The Agreement which

this Statement

covers is a

Lease/Purchase.

	 	4.	 	 	Furmanite America,

Inc.
	 	Virginia
	 	NMGH Financial

Services
	 	070226 7186-1
	 	02/26/07
	 	All of the

equipment now or

hereafter leased by

Lessor to Lessee,

and all accessions,

additions,

replacements, [no

description of the

equipment]







SCHEDULE 7.03




EXISTING INDEBTEDNESS




The liabilities (not to exceed £75,000 in the aggregate at any time) of Furmanite
International Limited to National Westminister Bank Plc in connection with: (a) the guarantee
(Reference No.: TFPLDG325285) issued by National Westminister Bank Plc in favor of BEDA
OXYGENTECHNIK ARMATUREN GMBH; and (b) the guarantee (Reference No.: TFPLDG325284) issued by
National Westminister Bank Plc in favor of HM REVENUE AND CUSTOMS.



The liabilities (not to exceed AUD 400,000 in the aggregate at any time) of Furmanite
Australia Pty Ltd to National Australia Bank in connection with: (a) the guarantee issued by
National Australia Bank in favor of Taras Nominees; (b) the guarantee issued by National Australia
Bank in favor of Snowy Mountains Corporation; (c) the guarantee issued by National Australia Bank
in favor of Anton Grgic; and (d) the letter of credit facility provided by National Australia Bank
to Furmanite Australia Pty Ltd.



SCHEDULE 10.02




ADMINISTRATIVE AGENT’S OFFICE;

CERTAIN ADDRESSES FOR NOTICES




	 	 	 
	COMPANY

and DESIGNATED BORROWERS:

	 	



	Furmanite Worldwide, Inc.

	 	

	2435 N. Central Expressway, Suite 700

	Richardson, Texas 75080

	 	

	Attention: Holly J. McCool, Assistant Treasurer

	Telephone: 972-301-4078

Telecopier: 972-301-4079

	 	



	Electronic Mail: HMcCool@furmanite.com

	Website Address:

	 	www.furmanite.com






U.S. Taxpayer Identification Number(s): 75-2371970



ADMINISTRATIVE AGENT:



Administrative Agent’s Office



(for payments and Requests for Credit Extensions):



Bank of America, N.A.


Bank of America Plaza


901 Main Street


Mail Code: TX1-492-14-11


Dallas, Texas 75202-3714


Attention: Jacqueline Jones, Credit Services Representative


Telephone: 214.209.9254


Telecopier: 214.290.9439


Electronic Mail: jacqueline.r.jones@bankofamerica.com



Account No. (for Dollars):


Bank of America, N.A.


ABA # 026009593


Dallas, Texas


Acct # 129-2000-883


Attn: Corporate Credit Services


Ref: FURMANITE WORLDWIDE, INC.



Account No. (for Euro):


Bank of America, London, England


GBS No. 04704085


Acct # 65280019


Attn: Credit Services


Swift Address: BOFAGB22



Account No. (for Sterling):


Bank of America, London, England


GBS No. 04704093


Acct # 65280027


Attn: Credit Services


London Sort Code: 16-50-50


Swift Address: BOFAGB22



Other Notices as Administrative Agent:



Bank of America, N.A. – Agency Management


Bank of America Plaza


901 Main Street


Mail Code: TX1-492-14-11


Dallas, TX 75202-3714


Attention: Anthony Kell, Agency Management Officer


Telephone: 214.209.4124


Telecopier: 214.290.9422


Electronic Mail: anthony.w.kell@bankofamerica.com



L/C ISSUER:



Bank of America, N.A.


Trade Operations


1000 W Temple St


Mail Code: CA9-705-07-05


Los Angeles, CA 90012-1514


Attention: Jay Mendon, Trade Finance Coordinator


Telephone: 213.580.8351


Telecopier: 213.457.8841


Electronic Mail: jay.mendon@bankofamerica.com



8



EXHIBIT A




FORM OF COMMITTED LOAN NOTICE




Date: ___________, _____




To: Bank of America, N.A., as Administrative Agent



Ladies and Gentlemen:



Reference is made to that certain Credit Agreement, dated as of July 31, 2009 (as amended,
restated, extended, supplemented or otherwise modified in writing from time to time, the
“Agreement;” the terms defined therein being used herein as therein defined), among Furmanite
Worldwide, Inc., a Delaware corporation (the “Company”), the Designated Borrowers from time to time
party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as
Administrative Agent, L/C Issuer and Swing Line Lender.



The Company hereby requests, on behalf of itself or, if applicable, the Designated Borrower
referenced in item 6 below (the “Applicable Designated Borrower”) (select one):



	 	 	 	 	 	 	 	 	 
	 	9.	 	 	A Borrowing of Committed Loans

On

	 	A conversion or continuation of Loans

(a Business Day).

	 	 	 	 	 

	 	 	 	 
	 	10.	 	 	In the amount of

	 	 	.	 
	 	 	 	 	 

	 	 	 	 
	 	11.	 	 	Comprised of

	 	 	.	 
	 	 	 	 	 

	 	 	 	 







[Type of Committed Loan requested]




	12.	 	In the following currency:





	 	 	 	 	 	 	 
	 	13.	 	 	For Eurocurrency Rate Loans: with an Interest Period of months.
	 	 	 	 	 
	 	14.	 	 	On behalf of
	 	[insert name of applicable Designated

Borrower].







The Committed Borrowing, if any, requested herein complies with the provisos to the first
sentence of Section 2.01 of the Agreement.




FURMANITE WORLDWIDE, INC.




By:

Name:

Title:




EXHIBIT B




FORM OF SWING LINE LOAN NOTICE




Date: ___________, _____





	 	 	To: Bank of America, N.A., as Swing Line Lender






Bank of America, N.A., as Administrative Agent



Ladies and Gentlemen:



Reference is made to that certain Credit Agreement, dated as of July 31, 2009 (as amended,
restated, extended, supplemented or otherwise modified in writing from time to time, the
“Agreement;” the terms defined therein being used herein as therein defined), among Furmanite
Worldwide, Inc., a Delaware corporation (the “Company”), the Designated Borrowers from time to time
party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as
Administrative Agent, L/C Issuer and Swing Line Lender.



	 	 	 	 	 	 	 	 	 
	 	 	 	 	The undersigned hereby requests a Swing Line Loan:

	 	1.	 	 	On

	 	(a Business Day).

	 	 	 	 	 

	 	


	 	2.	 	 	In the amount of $

	 	 	.	 






The Swing Line Borrowing requested herein complies with the requirements of the provisos to
the first sentence of Section 2.04(a) of the Agreement.




FURMANITE WORLDWIDE, INC.




By:

Name:

Title:




EXHIBIT C




FORM OF NOTE




Date: ___________, _____




FOR VALUE RECEIVED, the undersigned (the “Borrower”) hereby promises to pay to
     or registered assigns (the “Lender”), in accordance with the provisions of
the Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by
the Lender to the Borrower under that certain Credit Agreement, dated as of July 31, 2009 (as
amended, restated, extended, supplemented or otherwise modified in writing from time to time, the
“Agreement;” the terms defined therein being used herein as therein defined), among Furmanite
Worldwide, Inc., the Designated Borrowers from time to time party thereto, the Lenders from time to
time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line
Lender.



The Borrower promises to pay interest on the unpaid principal amount of each Loan from the
date of such Loan until such principal amount is paid in full, at such interest rates and at such
times as provided in the Agreement. Except as otherwise provided in Section 2.04(f) of the
Agreement with respect to Swing Line Loans, all payments of principal and interest shall be made to
the Administrative Agent for the account of the Lender in the currency in which such Committed Loan
was denominated and in Same Day Funds at the Administrative Agent’s Office for such currency. With
respect to Swing Line Loans, all payments of principal and interest shall be made to the Swing Line
Lender. If any amount is not paid in full when due hereunder, such unpaid amount shall bear
interest, to be paid upon demand, from the due date thereof until the date of actual payment (and
before as well as after judgment) computed at the per annum rate set forth in the Agreement.



This Note is one of the Notes referred to in the Agreement, is entitled to the benefits
thereof and may be prepaid in whole or in part subject to the terms and conditions provided
therein. This Note is also entitled to the benefits of the Collateral Documents and is secured by
the Collateral. Upon the occurrence and continuation of one or more of the Events of Default
specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be
declared to be, immediately due and payable all as provided in the Agreement. Loans made by the
Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the
ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon
the date, amount, currency and maturity of its Loans and payments with respect thereto.



The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment,
protest and demand and notice of protest, demand, dishonor and non-payment of this Note.



9



THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
TEXAS.



[FURMANITE WORLDWIDE, INC.]




	 	 	By:       





Name:       



Title:       



	 	 	 
	[FURMANITE INTERNATIONAL FINANCE LIMITED]
	Acting by:

	 	In the presence of:
	     

Name:

	 	     

Name:
	Title: Director

	 	Title:
	[FURMANITE LIMITED]

Acting by:

	 	

In the presence of:
	     

Name:

	 	     

Name:
	Title: Director

	 	Title:






10




LOANS AND PAYMENTS WITH RESPECT THERETO




	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Amount of Principal	 	 	Outstanding	 	 	 
	 	 	 	 	 	 	 	Currency and Amount	 	 	End of Interest	 	 	or Interest Paid	 	 	Principal Balance	 	 	 
	Date	 	Type of Loan Made	 	 	of Loan Made	 	 	Period	 	 	This Date	 	 	This Date	 	 	Notation Made By






EXHIBIT D




FORM OF COMPLIANCE CERTIFICATE




Financial Statement Date: _________, _____




To: Bank of America, N.A., as Administrative Agent



Ladies and Gentlemen:



Reference is made to that certain Credit Agreement, dated as of July 31, 2009 (as amended,
restated, extended, supplemented or otherwise modified in writing from time to time, the
“Agreement;” the terms defined therein being used herein as therein defined), among Furmanite
Worldwide, Inc., a Delaware corporation (the “Company”), the Designated Borrowers from time to time
party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as
Administrative Agent, L/C Issuer and Swing Line Lender.



The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the
of the Company, and that, as such, he/she is authorized to execute and deliver this Certificate to
the Administrative Agent on the behalf of the Company, and that:



[Use following paragraph 1 for fiscal year-end financial statements]





	1.	 	The Company has delivered the year-end audited financial statements required by
Section 6.01(a) of the Agreement for the fiscal year of the Company ended as of the above
date, together with the report and opinion of an independent certified public accountant
required by such section.





[Use following paragraph 1 for fiscal quarter-end financial statements]





	1.	 	The Company has delivered the unaudited financial statements required by Section 6.01(b) of
the Agreement for the fiscal quarter of the Company ended as of the above date. Such
financial statements fairly present the financial condition, results of operations and cash
flows of the Company and its Subsidiaries in accordance with GAAP as at such date and for such
period, subject only to normal year-end audit adjustments and the absence of footnotes.






	2.	 	The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or
has caused to be made under his/her supervision, a detailed review of the transactions and
condition (financial or otherwise) of the Company during the accounting period covered by such
financial statements.






	3.	 	A review of the activities of the Company during such fiscal period has been made under the
supervision of the undersigned with a view to determining whether during such fiscal period
the Company performed and observed all its Obligations under the Loan Documents, and





[select one:]




[to the best knowledge of the undersigned, during such fiscal period the Company performed and
observed each covenant and condition of the Loan Documents applicable to it, and no Default has
occurred and is continuing.]



—or—




[to the best knowledge of the undersigned, during such fiscal period the following covenants
or conditions have not been performed or observed and the following is a list of each such Default
and its nature and status:]




	4.	 	The representations and warranties of (i) the Borrowers contained in Article V of the
Agreement and (ii) each Loan Party contained in each other Loan Document or in any document
furnished at any time under or in connection with the Loan Documents, are true and correct on
and as of the date hereof, except to the extent that such representations and warranties
specifically refer to an earlier date, in which case they are true and correct as of such
earlier date, and except that for purposes of this Compliance Certificate, the representations
and warranties contained in subsections (a) and (b) of Section 5.05 of the Agreement shall be
deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b),
respectively, of Section 6.01 of the Agreement, including the statements in connection with
which this Compliance Certificate is delivered.






	5.	 	The financial covenant analyses and information set forth on Schedules 1 and 2 attached
hereto are true and accurate on and as of the date of this Certificate.





IN WITNESS WHEREOF, the undersigned has executed this Certificate as of       , .




FURMANITE WORLDWIDE, INC.




By:

Name:

Title:




For the Quarter/Year ended ___________________(“Statement Date”)




SCHEDULE 1

to the Compliance Certificate

($ in 000’s)




	 	 	 	 	 	 	 	 	 	 	 	 	 
	I.	 	Section 7.15(a) – Funded Debt to EBITDA Ratio.	 	 	 	 
	 	 	A.	 	Consolidated Funded Indebtedness:	 	 	 	 
	 	 	 	 	 	1.	 	 	Outstanding principal amount of all borrowed money

Indebtedness:

	 	$




	 	 	 	 	 	2.	 	 	Purchase money Indebtedness:

	 	 	$	 
	 	 	 	 	 	3.	 	 	Direct obligations arising under letters of credit or

similar instruments:

	 	$




	 	 	 	 	 	4.	 	 	Obligations in respect of the deferred purchase price

of property or services:

	 	$




	 	 	 	 	 	5.	 	 	Attributable Indebtedness in respect of capital leases:

	 	 	$	 
	 	 	 	 	 	6.	 	 	Without duplication, all Guaranties with respect to

indebtedness described in Lines A.1 through A.5 of

Persons other than the Company or any subsidiary:

	 	$






	 	 	 	 	 	7.	 	 	Indebtedness of any partnership or joint venture in

which the Company or its subsidiaries is a partner or

joint venturer:

	 	$






	 	 	 	 	 	8.	 	 	Consolidated Funded Indebtedness (Lines I.A.1 + 2 + 3

+ 4 + 5 + 6 + 7):

	 	$




	 	 	B.	 	Unrestricted cash and cash equivalents:	 	 	$	 
	 	 	C.	 	Consolidated EBITDA for four consecutive fiscal quarters ending on Statement Date
(“Subject Period”) (refer to Schedule 2):	 	 	$	 
	 	 	D.	 	Funded Debt to EBITDA Ratio ((Line I.A.8 – Line I.B) ÷ Line I.C):	 	to 1

	 	 	 	 	Maximum permitted:	 	2.75 to 1

	II.	 	Section 7.15 (b) – Fixed Charge Coverage Ratio.	 	 	 	 
	 	 	A.	 	Consolidated EBITDA for Subject Period (Line I.C above):	 	 	$	 
	 	 	B.	 	Fees, costs or expenses that are Restricted Payments under clause (b) of the definition
of Restricted Payments (but only to the extent that such fees, costs or expenses are
deducted in calculating Consolidated Net Income):	 	$	     	 
	 	 	C.	 	Fixed Charges:	 	 	 	 
	 	 	 	 	 	1.	 	 	Consolidated Interest Charges for Subject Period:

	 	 	$	 
	 	 	 	 	 	2.	 	 	Restricted Payments made by the Company:

	 	 	$	 
	 	 	 	 	 	3.	 	 	Current portion of Consolidated Funded Indebtedness:

	 	 	$	 
	 	 	 	 	 	4.	 	 	Fixed Charges (Lines II.C.1 + 2 + 3):

	 	 	$	 
	 	 	D.	 	Fixed Charge Coverage Ratio ((Line II.A + Line IIB) ÷ Line II.C.4):	 	to 1

	 	 	 	 	Minimum required at Statement Date:	 	[ ] to 1

	III.	 	Section 7.15 (c) – Tangible Assets.	 	 	 	 
	 	 	A.	 	Value of Tangible Assets of the Company and subsidiaries:	 	 	$	 
	 	 	B.	 	Value of Tangible Assets of the Company and subsidiaries in the United Kingdom, the
United States, and Australia:	 	 	$	 
	 	 	C.	 	Percentage of Tangible Assets of the Company and subsidiaries located in the United
Kingdom, the United States, and / or Australia (Line III.B ÷ III.A):	 	 	%	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	Maximum permitted:	 	 	65	%
	IV.	 	Section 7.15 (d) – Capital Expenditures.	 	 	 	 
	 	 	A.	 	Capital expenditures made during fiscal year to Statement Date:	 	 	$	 
	 	 	B.	 	Consolidated EBITDA for fiscal year to Statement Date:	 	 	$	 
	 	 	C.	 	Capital expenditures as a percentage of Consolidated EBITDA for fiscal year to Statement
Date (Line IV.A ÷ IV.B):	 	 	$	 
	 	 	 	 	Maximum permitted as of Statement Date:	 	 	     	%






For the Quarter/Year ended ___________________(“Statement Date”)




SCHEDULE 2

to the Compliance Certificate

($ in 000’s)

Consolidated EBITDA

(in accordance with the definition of Consolidated EBITDA

as set forth in the Agreement)




	 	 	 	 	 	 	 	 	 	 	 
	Consolidated

EBITDA

	 	Quarter

Ended

     
	 	Quarter

Ended

     
	 	Quarter

Ended

     
	 	Quarter

Ended

     
	 	Twelve

Months

Ended

     
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	Consolidated

Net Income

	 	



	 	



	 	



	 	



	 	



	 

	 	

	 	

	 	

	 	

	 	

	+ Consolidated

Interest Charges

	 	



	 	



	 	



	 	



	 	



	 

	 	

	 	

	 	

	 	

	 	

	+ income taxes

	 	

	 	

	 	

	 	

	 	

	 

	 	

	 	

	 	

	 	

	 	

	+ depreciation

expense

	 	



	 	



	 	



	 	



	 	



	 

	 	

	 	

	 	

	 	

	 	

	+ amortization

expense

	 	



	 	



	 	



	 	



	 	



	 

	 	

	 	

	 	

	 	

	 	

	+ non-cash expenses

relating to non-cash

compensation or

currency

fluctuations

	 	









	 	









	 	









	 	









	 	









	 

	 	

	 	

	 	

	 	

	 	

	- income tax credits

	 	

	 	

	 	

	 	

	 	

	 

	 	

	 	

	 	

	 	

	 	

	- non-cash income

	 	

	 	

	 	

	 	

	 	

	 

	 	

	 	

	 	

	 	

	 	

	= Consolidated EBITDA

	 	

	 	

	 	

	 	

	 	

	 

	 	

	 	

	 	

	 	

	 	







EXHIBIT E-1




ASSIGNMENT AND ASSUMPTION




This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the
Effective Date set forth below and is entered into by and between [the][each]1 Assignor
identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee
identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the
rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not
joint.]4 Capitalized terms used but not defined herein shall have the meanings given to
them in the Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which
is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1
attached hereto are hereby agreed to and incorporated herein by reference and made a part of this
Assignment and Assumption as if set forth herein in full.



For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the
Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and
assumes from [the Assignor][the respective Assignors], subject to and in accordance with the
Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the
Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’]
rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under
the Credit Agreement and any other documents or instruments delivered pursuant thereto to the
extent related to the amount and percentage interest identified below of all of such outstanding
rights and obligations of [the Assignor][the respective Assignors] under the respective facilities
identified below (including, without limitation, the Letters of Credit and the Swing Line Loans
included in such facilities5) and (ii) to the extent permitted to be assigned under
applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its
capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)]
against any Person, whether known or unknown, arising under or in connection with the Credit
Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions
governed thereby or in any way based on or related to any of the foregoing, including, but not
limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims
at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i)
above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee
pursuant to clauses (i) and (ii) above being referred to herein collectively as
[the][an] “Assigned Interest”). Each such sale and assignment is without recourse to
[the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without
representation or warranty by [the][any] Assignor.




	1.	 	Assignor[s]:       






      




	2.	 	Assignee[s]:       






      



	 	 	 	 	 
	3.

	 	Borrower(s):
	 	[for each Assignee, indicate [Affiliate][Approved Fund] of [identify Lender]]

     
	
 
	 	 
	 	








	4.	 	Administrative Agent: Bank of America, N.A., as the administrative agent under the
Credit Agreement






	5.	 	Credit Agreement: Credit Agreement, dated as of July 31, 2009, among Furmanite
Worldwide, Inc., the Designated Borrowers from time to time party thereto, the Lenders from
time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer,
and Swing Line Lender






	6.	 	Assigned Interest[s]:





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Aggregate	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Amount of	 	Amount of	 	Percentage	 	 
	 	 	 	 	 	 	 	 	Facility	 	Commitment	 	Commitment	 	Assigned of	 	CUSIP
	Assignor[s]6 Assignee[s]7	Assigned8	for all Lenders9	Assigned	Commitment10	Number
	 	 	 	 	 	 	 	 	____________	 	$________________	 	$_________	 	____________%	 	 	 	 
	 	 	 	 	 	 	 	 	____________	 	$________________	 	$_________	 	____________%	 	 	 	 
	 	 	 	 	 	 	 	 	____________	 	$________________	 	$_________	 	____________%	 	 	 	 







	7.	 	[Trade Date:       ]11





Effective Date:       , 20       [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH
SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]



The terms set forth in this Assignment and Assumption are hereby agreed to:




ASSIGNOR




[NAME OF ASSIGNOR]




	 	 	 	By:






Title:




ASSIGNEE




[NAME OF ASSIGNEE]




	 	 	 	By:






Title:



[Consented to and]12 Accepted:



BANK OF AMERICA, N.A., as


Administrative Agent




	 	 	By:






Title:



[Consented to:]13



[FURMANITE WORLDWIDE, INC.]



[BANK OF AMERICA, N.A., as


[Swing Line Lender] [L/C Issuer]]




	 	 	By:






Title:



ANNEX 1 TO ASSIGNMENT AND ASSUMPTION

[___________________]14

STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION




1. Representations and Warranties.



1.1. Assignor. [The][Each] Assignor (a) represents and warrants that (i) it is the
legal and beneficial owner of [the][[the relevant] Assigned Interest, (ii) [the][such] Assigned
Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full
power and authority, and has taken all action necessary, to execute and deliver this Assignment and
Assumption and to consummate the transactions contemplated hereby; and (b) assumes no
responsibility with respect to (i) any statements, warranties or representations made in or in
connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality,
validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral
thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or
any other Person obligated in respect of any Loan Document or (iv) the performance or observance by
the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective
obligations under any Loan Document.



1.2. Assignee. [The][Each] Assignee (a) represents and warrants that (i) it has full
power and authority, and has taken all action necessary, to execute and deliver this Assignment and
Assumption and to consummate the transactions contemplated hereby and to become a Lender under the
Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 10.06(b)(iii),
(v) and (vi) of the Credit Agreement (subject to such consents, if any, as may be required under
Section 10.06(b)(iii) of the Credit Agreement), (iii) from and after the Effective Date, it shall
be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of
[the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it
is sophisticated with respect to decisions to acquire assets of the type represented by [the][such]
Assigned Interest and either it, or the Person exercising discretion in making its decision to
acquire [the][such] Assigned Interest, is experienced in acquiring assets of such type, (v) it has
received a copy of the Credit Agreement, and has received or has been accorded the opportunity to
receive copies of the most recent financial statements delivered pursuant to Section 6.01 thereof,
as applicable, and such other documents and information as it deems appropriate to make its own
credit analysis and decision to enter into this Assignment and Assumption and to purchase
[the][such] Assigned Interest, (vi) it has, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and information as it has
deemed appropriate, made its own credit analysis and decision to enter into this Assignment and
Assumption and to purchase [the][such] Assigned Interest, and (vii) if it is a Foreign Lender,
attached hereto is any documentation required to be delivered by it pursuant to the terms of the
Credit Agreement, duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it
will, independently and without reliance upon the Administrative Agent, [the][any] Assignor or any
other Lender, and based on such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under the Loan Documents,
and (ii) it will perform in accordance with their terms all of the obligations which by the terms
of the Loan Documents are required to be performed by it as a Lender.



2. Payments. From and after the Effective Date, the Administrative Agent shall make all
payments in respect of [the][each] Assigned Interest (including payments of principal, interest,
fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued to but
excluding the Effective Date and to [the][the relevant] Assignee for amounts which have accrued
from and after the Effective Date.



3. General Provisions. This Assignment and Assumption shall be binding upon, and inure to
the benefit of, the parties hereto and their respective successors and assigns. This Assignment
and Assumption may be executed in any number of counterparts, which together shall constitute one
instrument. Delivery of an executed counterpart of a signature page of this Assignment and
Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this
Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in
accordance with, the law of the State of Texas.



EXHIBIT E-2




FORM OF ADMINISTRATIVE QUESTIONNAIRE




ADMINISTRATIVE DETAILS REPLY FORM — MULTICURRENCY




CONFIDENTIAL




FAX ALONG WITH COMMITMENT LETTER TO:




FAX #



I. Borrower Name:




$ Type of Credit Facility



II. Legal Name of Lender of Record for Signature Page:



  





	 	•	 	Signing Credit Agreement        YES        NO






	 	•	 	Coming in via Assignment        YES        NO





III. Type of Lender:


(Bank, Asset Manager, Broker/Dealer, CLO/CDO, Finance Company, Hedge Fund, Insurance, Mutual Fund,
Pension Fund, Other Regulated Investment Fund, Special Purpose Vehicle, Other – please specify)



IV. Domestic Address: V. Eurodollar Address:



VI. Contact Information:


Syndicate level information (which may contain material non-public information about the Borrower
and its related parties or their respective securities will be made available to the Credit
Contact(s).  The Credit Contacts identified must be able to receive such information in accordance
with his/her institution’s compliance procedures and applicable laws, including Federal and State
securities laws.



	 	 	 	 	 	 	 
	 	 	Credit Contact	 	Primary	 	Secondary
	 	 	 	 	Operations Contact	 	Operations Contact
	Name:

	 	     
	 	     
	 	     
	Title:

	 	     
	 	     
	 	     
	Address:

	 	     

     
	 	     

     
	 	     

     
	Telephone:

	 	     
	 	     
	 	     
	Facsimile:

	 	     
	 	     
	 	     
	E Mail Address:

	 	     
	 	     
	 	     
	IntraLinks Email

Address:

	 	     



	 	     



	 	     









Does Secondary Operations Contact need copy of notices?        YES        NO



1For bracketed language here and elsewhere in
this form relating to the Assignor(s), if the assignment is from a single
Assignor, choose the first bracketed language. If the assignment is from
multiple Assignors, choose the second bracketed language.



2For bracketed language here and elsewhere in
this form relating to the Assignee(s), if the assignment is to a single
Assignee, choose the first bracketed language. If the assignment is to
multiple Assignees, choose the second bracketed language.



3Select as appropriate.



4Include bracketed language if there are either
multiple Assignors or multiple Assignees.



5Include all applicable subfacilities.



6List each Assignor, as appropriate.



7List each Assignee, as appropriate.



8Fill in the appropriate terminology for the
types of facilities under the Credit Agreement that are being assigned under
this Assignment (e.g. “Revolving Credit Commitment”).



9Amounts in this column and in the column
immediately to the right to be adjusted by the counterparties to take into
account any payments or prepayments made between the Trade Date and the
Effective Date.



10Set forth, to at least 9 decimals, as a
percentage of the Commitment/Loans of all Lenders thereunder.



11To be completed if the Assignor and the
Assignee intend that the minimum assignment amount is to be determined as of
the Trade Date.



12To be added only if the consent of the
Administrative Agent is required by the terms of the Credit Agreement.



13To be added only if the consent of the
Company and/or other parties (e.g. Swing Line Lender, L/C Issuer) is required
by the terms of the Credit Agreement.



14Describe Credit Agreement at option of
Administrative Agent.



11



ADMINISTRATIVE DETAILS REPLY FORM — MULTICURRENCY




CONFIDENTIAL




	 	 	 	 	 	 	 
	 	 	Letter of Credit	 	Draft Documentation	 	Legal Counsel
	 	 	Contact	 	Contact	 	 
	Name:

	 	     
	 	     
	 	     
	Title:

	 	     
	 	     
	 	     
	Address:

	 	     

     
	 	     

     
	 	     

     
	Telephone:

	 	     
	 	     
	 	     
	Facsimile:

	 	     
	 	     
	 	     
	E Mail Address:

	 	     
	 	     
	 	     






PLEASE CHECK IF YOU CAN FUND IN THE CURRENCIES REQUIRED FOR THIS TRANSACTION LISTED
BELOW:



        us dollar        
                    



                            
             



                            
             



VII. Lender’s SWIFT Payment Instructions for [Foreign Currency]:



Pay to:



(Bank Name)



(SWIFT) (Country)



(Account #) (Account Name)



(FFC Account #) (FFC Account Name)



(Attention)



VII. Lender’s SWIFT Payment Instructions for [Foreign Currency]:



Pay to:



(Bank Name)



(SWIFT) (Country)



(Account #) (Account Name)



(FFC Account #) (FFC Account Name)



(Attention)



12



ADMINISTRATIVE DETAILS REPLY FORM — MULTICURRENCY




CONFIDENTIAL




VII. Lender’s SWIFT Payment Instructions for [Foreign Currency]:



Pay to:



(Bank Name)



(SWIFT) (Country)



(Account #) (Account Name)



(FFC Account #) (FFC Account Name)



(Attention)



VII. Lender’s SWIFT Payment Instructions for [Foreign Currency]:



Pay to:



(Bank Name)



(SWIFT) (Country)



(Account #) (Account Name)



(FFC Account #) (FFC Account Name)



(Attention)



VIII. Lender’s Standby Letter of Credit, Commercial Letter of Credit, and Bankers’ Acceptance
Fed Wire Payment Instructions (if applicable):



Pay to:



(Bank Name)



(ABA)



(Account #)



(Attention)



13



ADMINISTRATIVE DETAILS REPLY FORM — MULTICURRENCY




CONFIDENTIAL




IX. Lender’s Fed Wire Payment Instructions:



Pay to:



(Bank Name)



(ABA) (City/State)



(Account #) (Account Name)



(Attention)



X. Organizational Structure and Tax Status



Please refer to the enclosed withholding tax instructions below and then complete this section
accordingly:



Lender Taxpayer Identification Number (TIN):                —                                    
      



Tax Withholding Form Delivered to Bank of America*:



W-9



W-8BEN



W-8ECI



W-8EXP



W-8IMY




Tax Contact



Name:



Title:



Address:



Telephone:



Facsimile:



E Mail Address:



14



ADMINISTRATIVE DETAILS REPLY FORM — MULTICURRENCY




CONFIDENTIAL




NON–U.S. LENDER INSTITUTIONS



1. Corporations:



If your institution is incorporated outside of the United States for U.S. federal income tax
purposes, and is the beneficial owner of the interest and other income it receives, you must
complete one of the following three tax forms, as applicable to your institution: a.) Form W-8BEN
(Certificate of Foreign Status of Beneficial Owner), b.) Form W-8ECI (Income Effectively Connected
to a U.S. Trade or Business), or c.) Form W-8EXP (Certificate of Foreign Government or Governmental
Agency).



A U.S. taxpayer identification number is required for any institution submitting a Form W-8 ECI.
It is also required on Form W-8BEN for certain institutions claiming the benefits of a tax treaty
with the U.S. Please refer to the instructions when completing the form applicable to your
institution. In addition, please be advised that U.S. tax regulations do not permit the acceptance
of faxed forms. An original tax form must be submitted.



2. Flow-Through Entities



If your institution is organized outside the U.S., and is classified for U.S. federal income tax
purposes as either a Partnership, Trust, Qualified or Non-Qualified Intermediary, or other non-U.S.
flow-through entity, an original Form


W-8IMY (Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain U.S. branches
for United States Tax Withholding) must be completed by the intermediary together with a
withholding statement. Flow-through entities other than Qualified Intermediaries are required to
include tax forms for each of the underlying beneficial owners.



Please refer to the instructions when completing this form. In addition, please be advised that
U.S. tax regulations do not permit the acceptance of faxed forms. Original tax form(s) must be
submitted.



15



ADMINISTRATIVE DETAILS REPLY FORM — MULTICURRENCY




CONFIDENTIAL




U.S. LENDER INSTITUTIONS:



If your institution is incorporated or organized within the United States, you must complete and
return Form W-9 (Request for Taxpayer Identification Number and Certification). Please be advised
that we require an original form W-9.



Pursuant to the language contained in the tax section of the Credit Agreement, the applicable tax
form for your institution must be completed and returned on or prior to the date on which your
institution becomes a lender under this Credit Agreement. Failure to provide the proper tax form
when requested will subject your institution to U.S. tax withholding.



*Additional guidance and instructions as to where to submit this documentation can be found at this
link:



XI. Bank of America Payment Instructions:



	 	 	 
	Pay to:
	 	Bank of America, N.A.

ABA # 026009593

New York, NY

Acct. #

	 	 	 

	 	 	Attn: Corporate Credit Services

Ref: Name of Facility







16




EXHIBIT F




FORM OF 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:
	______________________________
	 	___________________________________
	Name:

	 	 	 	Name:
	Title: Director

	 	 	 	Title:
	FURMANITE LIMITED

Acting by:

	 	

	 	

In the presence of:
	______________________________
	 	___________________________________
	Name:

	 	 	 	Name:
	Title: Director

	 	 	 	Title:
	FURMANITE OFFSHORE SERVICES, INC.
	 	 
	By:       
	 	 
	Name

Title:

	 	



	 	



	FURMANITE AMERICA, INC.

	 	

	 	

	By:       
	 	 
	Name:

	 	

	 	

	Title:

	 	

	 	

	FURMANITE US GSG LLC

By:

	 	

Furmanite America, Inc., its sole member

By:
	 	





	
 
	 	 
	 	

	
 
	 	Name:
	 	








Title:




	 	 	FURMANITE HOLDING B.V.






	 	 	By:       






Name:


Title:



	 	 	 
	FURMANITE 1986	 	 
	Acting by:

	 	In the presence of:
	     

Name:

	 	     

Name:
	Title: Director

	 	Title:
	FURMANITE GSG LIMITED

	 	

	Acting by:

	 	In the presence of:
	     

Name:

	 	     

Name:
	Title: Director

	 	Title:
	FURMANITE INTERNATIONAL LIMITED

Acting by:

	 	

In the presence of:
	     

Name:

	 	     

Name:
	Title: Director

	 	Title:






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



	 	 	 
	By:

Name:

	 	     



	Title: Director

	By:

	 	     







Name:


Title:



	 	 	 	 	 
	FURMANITE MALAYSIA LLC	 	 
	By:	 	Furmanite Holding B.V., its sole member

	 	 	By:

	 	     







Name:


Title:




	 	 	ACCEPTED AND AGREED:





BANK OF AMERICA, N.A.,


as Administrative Agent



By:

Name:

Title:




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







17




	 	 	 
	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

	 	 	 







18




	 
	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

	 	 	 







19




	 
	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

	 







20




	 
	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

	 	 	 	 	 
	 	 







21




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.



22



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




EXHIBIT G




FORM OF DESIGNATED BORROWER

REQUEST AND ASSUMPTION AGREEMENT




Date: ___________, _____




To: Bank of America, N.A., as Administrative Agent



Ladies and Gentlemen:



This Designated Borrower Request and Assumption Agreement is made and delivered pursuant to
Section 2.14 of that certain Credit Agreement, dated as of July 31, 2009 (as amended, restated,
extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”),
among Furmanite Worldwide, Inc., a Delaware corporation (the “Company”), the Designated Borrowers
from time to time party thereto, the Lenders from time to time party thereto, and Bank of America,
N.A., as Administrative Agent, L/C Issuer and Swing Line Lender, and reference is made thereto for
full particulars of the matters described therein. All capitalized terms used in this Designated
Borrower Request and Assumption Agreement and not otherwise defined herein shall have the meanings
assigned to them in the Credit Agreement.



Each of        (the “Designated Borrower”) and the Company hereby confirms,
represents and warrants to the Administrative Agent and the Lenders that the Designated Borrower is
a Subsidiary of the Company.



The documents required to be delivered to the Administrative Agent under Section 2.14 of the
Credit Agreement will be furnished to the Administrative Agent in accordance with the requirements
of the Credit Agreement.



Complete if the Designated Borrower is a Domestic Subsidiary: The true and correct U.S.
taxpayer identification number of the Designated Borrower is       .



Complete if the Designated Borrower is a Foreign Subsidiary: The true and correct unique
identification number that has been issued to the Designated Borrower by its jurisdiction of
organization and the name of such jurisdiction are set forth below:



	 	 	 	 	 	 	 	 	 
	Identification Number	 	Jurisdiction of Organization






The parties hereto hereby confirm that with effect from the date of the Designated Borrower
Notice for the Designated Borrower, the Designated Borrower shall have obligations, duties and
liabilities toward each of the other parties to the Credit Agreement identical to those which the
Designated Borrower would have had if the Designated Borrower had been an original party to the
Credit Agreement as a Borrower. Effective as of the date of the Designated Borrower Notice for the
Designated Borrower, the Designated Borrower confirms its acceptance of, and consents to, all
representations and warranties, covenants, and other terms and provisions of the Credit Agreement.



The parties hereto hereby request that the Designated Borrower be entitled to receive Loans
under the Credit Agreement, and understand, acknowledge and agree that neither the Designated
Borrower nor the Company on its behalf shall have any right to request any Loans for its account
unless and until the date five Business Days after the effective date designated by the
Administrative Agent in a Designated Borrower Notice delivered to the Company and the Lenders
pursuant to Section 2.14 of the Credit Agreement.



This Designated Borrower Request and Assumption Agreement shall constitute a Loan Document
under the Credit Agreement.



THIS DESIGNATED BORROWER REQUEST AND ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAW OF THE STATE OF TEXAS.



IN WITNESS WHEREOF, the parties hereto have caused this Designated Borrower Request and
Assumption Agreement to be duly executed and delivered by their proper and duly authorized officers
as of the day and year first above written.




[Designated Borrower]




	 	 	 	By:






Title:




FURMANITE WORLDWIDE, INC.




	 	 	 	By:






Title:



EXHIBIT H




FORM OF DESIGNATED BORROWER NOTICE




Date: ___________, _____





	 	 	To: Furmanite Worldwide, Inc.






The Lenders party to the Credit Agreement referred to below



Ladies and Gentlemen:



This Designated Borrower Notice is made and delivered pursuant to Section 2.14 of that certain
Credit Agreement, dated as of July 31 2009 (as amended, restated, extended, supplemented or
otherwise modified in writing from time to time, the “Credit Agreement”), among Furmanite
Worldwide, Inc., a Delaware corporation (the “Company”), the Designated Borrowers from time to time
party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as
Administrative Agent, L/C Issuer and Swing Line Lender, and reference is made thereto for full
particulars of the matters described therein. All capitalized terms used in this Designated
Borrower Notice and not otherwise defined herein shall have the meanings assigned to them in the
Credit Agreement.



The Administrative Agent hereby notifies Company and the Lenders that effective as of the date
hereof [      ] shall be a Designated Borrower and may receive Loans for its
account on the terms and conditions set forth in the Credit Agreement.



This Designated Borrower Notice shall constitute a Loan Document under the Credit Agreement.




BANK OF AMERICA, N.A.,


as Administrative Agent




	 	 	 	By:






Title:



EXHIBIT I




OPINION MATTERS




The matters contained in the following Sections of the Credit Agreement should be covered by
the legal opinion on behalf of each Borrower:




• Section 5.01(a), (b) and (c)




• Section 5.02




• Section 5.03




• Section 5.04




• Section 5.06




• Section 5.15(b)




• Section 5.23



Additionally, if as of the Closing Date, any Foreign Subsidiary shall have been designated as
a Designated Borrower pursuant to the Credit Agreement, the legal opinion on behalf of such Foreign
Subsidiary should cover such additional matters as the Administrative Agent shall reasonably
request.




23