andRights Agreement • April 9th, 1998 • Kaneb Services Inc • Construction - special trade contractors • Texas
Exhibit 10.12 AMENDMENT NO. 8 (Restated Agreement) AMENDMENT (this "Amendment") dated as of December 22, 2000 among FURMANITE PLC (formerly KANEB UK PLC), a company incorporated under the laws of England and Wales (registered number 2530049) (the...Loan Agreement • April 20th, 2001 • Kaneb Services Inc • Construction - special trade contractors • New York
EXHIBIT 10.2 AMENDED AND RESTATED LOAN AGREEMENT AMENDED AND RESTATED LOAN AGREEMENT, dated as of August 13, 2002, among FURMANITE LIMITED (formerly named FURMANITE PLC formerly named KANEB UK PLC), a company incorporated under the laws of England and...Loan Agreement • August 14th, 2002 • Xanser Corp • Construction - special trade contractors • New York
Exhibit 10.1 STOCK OPTION AGREEMENT Agreement made as of the 23rd day of June 1992, between Kaneb Services, Inc. (the "Company"), and John R. Barnes ("Option Holder"). Option Holder has been elected and is presently serving as President, Chief...Stock Option Agreement • April 11th, 2000 • Kaneb Services Inc • Construction - special trade contractors • Texas
Exhibit 10.13 AMENDMENT NO. 6 TO AMENDED AND RESTATED LOAN AGREEMENT AND WAIVER AMENDMENT and WAIVER (this "Amendment") dated as of March 31, 1999 among FURMANITE PLC (formerly KANEB UK PLC), a company incorporated under the laws of England and Wales...Loan Agreement • March 24th, 2000 • Kaneb Services Inc • Construction - special trade contractors • New York
FURMANITE CORPORATION and The Bank of New York Trust Company, N.A. Rights Agent Rights Agreement Dated as of April 15, 2008Rights Agreement • April 18th, 2008 • Furmanite Corp • Construction - special trade contractors • New York
RIGHTS AGREEMENT, dated as of April 15, 2008 (the “Agreement”) between FURMANITE CORPORATION a Delaware corporation (the “Company” or “Corporation”), and The Bank of New York Trust Company, N.A., a national banking association (the “Rights Agent”).
EXHIBIT 10.4 CREDIT AGREEMENT by and between KANEB SERVICES, INC.Credit Agreement • August 14th, 2001 • Kaneb Services Inc • Construction - special trade contractors • Texas
1 EXHIBIT 10.12 AMENDMENT NO. 1 TO FIRST AMENDED AND RESTATED LOAN AGREEMENT AMENDMENT dated as of December 7, 1994 among FURMANITE PLC (formerly KANEB UK PLC), a company incorporated under the laws of England and Wales (registered number 2530049)...Loan Agreement • March 25th, 1997 • Kaneb Services Inc • Construction - special trade contractors • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 29th, 2014 • Furmanite Corp • Construction - special trade contractors • Delaware
THIS AGREEMENT is made as of ____________, 2014, by and between Furmanite Corporation, a Delaware corporation (the “Company”), and _________________ (“Indemnitee”), an officer or director of the Company.
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • July 31st, 2014 • Furmanite Corp • Construction - special trade contractors • Texas
THIS AGREEMENT is entered into by and between Furmanite Corporation, a Delaware corporation (the “Company”), and Robert S. Muff (the “Executive”) effective as of May 27, 2014.
1 EXHIBIT 10.1 ASSET PURCHASE AGREEMENT BY AND AMONG STEUART PETROLEUM COMPANY, SPC TERMINALS, INCORPORATED, SUPPORT TERMINALS OPERATING PARTNERSHIP, L.P. AND KANEB PIPE LINE OPERATING PARTNERSHIP, L.P.Asset Purchase Agreement • January 3rd, 1996 • Kaneb Services Inc • Services-engineering services • New York
CREDIT AGREEMENT dated as of March 5, 2012 among FURMANITE WORLDWIDE, INC. and CERTAIN SUBSIDIARIES as Borrowers and The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent WELLS FARGO BANK, N.A., as Syndication Agent WELLS...Credit Agreement • March 6th, 2012 • Furmanite Corp • Construction - special trade contractors • New York
CREDIT AGREEMENT dated as of March 5, 2012 (as it may be amended or modified from time to time, this “Agreement”), among FURMANITE WORLDWIDE, INC., a Delaware corporation (the “Company”), certain Subsidiaries of the Company party hereto pursuant to Section 2.23 (each a “Designated Borrower”, and, together with the Company, the “Borrowers” and, each a “Borrower”), the other Loan Parties party hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “Administrative Agent”).
EXHIBIT 10.4 Amendment to Asset Purchase Agreements by and among Steuart Petroleum Company, SPC Terminals, Inc., Piney Point Industries, Inc., Steuart Investment Company, Support Terminals Operating Partnership, L.P. and Kaneb Pipe Line Operating...Asset Purchase Agreement • January 3rd, 1996 • Kaneb Services Inc • Services-engineering services
ARTICLE IEmployee Benefits Agreement • August 14th, 2001 • Kaneb Services Inc • Construction - special trade contractors
STOCK OPTION AGREEMENTStock Option Agreement • April 7th, 2008 • Furmanite Corp • Construction - special trade contractors • Texas
Agreement made as of the 3rd of April, 2006, between Xanser Corporation (the “Company”), and Matthew S. Sisson (“Option Holder”). Option Holder has been elected and is presently serving as Vice President – Southern Division of the Company’s Furmanite America, Inc. subsidiary. In order to induce Option Holder to commence employment and to afford Option Holder the opportunity to purchase shares of the Common Stock of the Company, without par value (the “Stock”), the Company and Option Holder thereby agree as follows:
1 EXHIBIT 4.6 STOCK OPTION AGREEMENT Agreement made this ____________ day of ________________________, 19_______, between Kaneb Services, Inc. (the "Company"), and ___________________________________________ ("Optionee"). Optionee has been elected and...Stock Option Agreement • October 15th, 1996 • Kaneb Services Inc • Construction - special trade contractors
1 EXHBIT 10.2 PINEY POINT PIPELINE ASSET PURCHASE AGREEMENT BY AND AMONG PINEY POINT INDUSTRIES, INC, SUPPORT TERMINALS OPERATING PARTNERSHIP, L.P. AND KANEB PIPE LINE OPERATING PARTNERSHIP, L.P.Asset Purchase Agreement • January 3rd, 1996 • Kaneb Services Inc • Services-engineering services • New York
AGREEMENT AND PLAN OF MERGER dated as of November 1, 2015 by and among FURMANITE CORPORATION, TEAM, INC., and TFA, INC.Merger Agreement • November 3rd, 2015 • Furmanite Corp • Construction - special trade contractors • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 1, 2015, is by and among Furmanite Corporation, a Delaware corporation (the “Company”), Team, Inc., a Delaware corporation (“Parent”), and TFA, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). Parent, Merger Sub and the Company are referred to individually as a “Party” and collectively as “Parties.”
Execution Version 9-24-2015 ASSET PURCHASE AGREEMENT between FURMANITE AMERICA, INC. and BURROW GLOBAL, LLC. dated as of September 24, 2015Asset Purchase Agreement • November 6th, 2015 • Furmanite Corp • Construction - special trade contractors • Texas
This Asset Purchase Agreement (this “Agreement”), dated as of September 24, 2015, is entered into between FURMANITE AMERICA, INC., a Virginia corporation (“Seller”) and BURROW GLOBAL, LLC, a Texas Limited Liability Company (“Buyer”).
Exhibit 10.2 April 22, 1996 Re: Repricing of Certain "Underwater" Stock Options Agreement of ______________,__________ Shares, Exercise Price $____ Dear Mr._________________________: On April 20, 1996, the Compensation Committee of Kaneb Services...Stock Option Agreement • April 11th, 2000 • Kaneb Services Inc • Construction - special trade contractors
ASSET PURCHASE AGREEMENT among FLOWSERVE US INC., IPSCO (UK) LIMITED FLOWSERVE REPAIR & SERVICES B.V. FLOWSERVE MANAGEMENT COMPANY FLOWSERVE BELGIUM N.V. as the Enumerated Seller Entities and FURMANITE WORLDWIDE, INC. FURMANITE US GSG LLC FURMANITE...Asset Purchase Agreement • January 6th, 2006 • Xanser Corp • Construction - special trade contractors • Texas
THIS ASSET PURCHASE AGREEMENT, dated as of December 31, 2005 (this “Agreement”), among Flowserve US Inc., a Delaware corporation (the “Seller”), IPSCO (UK) Limited, an entity organized under the laws of England (“IPSCO”), Flowserve Repair & Services B.V., an entity organized under the laws of the Netherlands (“Flowserve Netherlands”), Flowserve Management Company, a Delaware business trust (“Management”), Flowserve Belgium N.V., an entity organized under the laws of Belgium (“Flowserve Belgium”), Furmanite US GSG LLC, a Delaware limited liability company (the “Buyer”), Furmanite GSG Limited, an entity organized under the laws of England (“Furmanite GSG Limited”), Furmanite GSG BVBA, an entity organized under the laws of Belgium (“Furmanite GSG BVBA”), Furmanite Worldwide, Inc., a Delaware corporation (“FWW”), and Furmanite GSG B.V., an entity organized under the laws of the Netherlands (“Furmanite GSG BV”, and together with Buyer, Furmanite GSG BVBA, FWW and Furmanite GSG Limited, the
SEPARATION AGREEMENTSeparation Agreement • November 6th, 2015 • Furmanite Corp • Construction - special trade contractors • Texas
This Separation Agreement (this “Agreement”), dated November 1, 2015 is made and entered into by and between Joseph E. Milliron (the “Executive”) and Furmanite Corporation (the “Company”):
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...Credit Agreement • August 7th, 2009 • Furmanite Corp • Construction - special trade contractors • Texas
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.
AGREEMENTConsulting Agreement • May 7th, 2010 • Furmanite Corp • Construction - special trade contractors • Texas
This Agreement (“Agreement”), dated April 7, 2010 but effective as provided in this Agreement, is made and entered into by and between Michael L. Rose (“Consultant”) and Furmanite Corporation (the “Company”):
GUARANTY AND COLLATERAL AGREEMENTGuaranty and Collateral Agreement • August 7th, 2009 • Furmanite Corp • Construction - special trade contractors • Texas
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.
If the foregoing is in accordance with your understanding of our agreement, kindly countersign the enclosed copy of this letter, whereupon this letter shall become a binding agreement in accordance with the laws of the State of Delaware. Very truly...Indemnification Agreement • March 31st, 1999 • Kaneb Services Inc • Construction - special trade contractors • Delaware
This letter will confirm the agreements and understandings between Kaneb Services, Inc. (the "Company") and you regarding your past and continued service as an officer or director of the Company.
FURMANITE CORPORATION 1994 STOCK INCENTIVE PLAN Amendment and Restatement Effective March 4, 20091994 Stock Incentive Plan • June 1st, 2009 • Furmanite Corp • Construction - special trade contractors • Texas
The words and phrases defined in this Article shall have the meaning set out in these definitions throughout the Plan, unless the context in which any such word or phrase appears reasonably requires a broader, narrower or different meaning.
AMENDMENT, FREEZE AND TERMINATION AGREEMENT TO THE XANSER CORPORATION DEFERRED STOCK UNIT PLANAmendment, Freeze and Termination Agreement • April 3rd, 2006 • Xanser Corp • Construction - special trade contractors
WHEREAS, the Sponsor has determined to amend the Plan, effective as of the earlier of (a) the “KSL Effective Time” (as that term is defined in that certain Agreement and Plan of Merger dated October 31, 2004, by and among Kaneb Services LLC and Valero L.P. (“Valero”) and certain of Valero’s affiliates, as amended from time to time), (b) a date during 2005 designated in writing by an executive officer of the Sponsor that precedes the KSL Effective Time and is not later than December 15, 2005, and (c) December 15, 2005 (such effective date is referred to hereinafter as the “Termination Date”) (1) to prohibit additional individuals from becoming participants under the Plan, (2) to cease all benefit accruals under the Plan and (3) to terminate the Plan and distribute all accrued and vested amounts payable under the Plan;
FURMANITE CORPORATION 1994 STOCK INCENTIVE PLAN Amendment and Restatement Effective May 9, 20131994 Stock Incentive Plan • May 9th, 2013 • Furmanite Corp • Construction - special trade contractors • Texas
FURMANITE CORPORATION LONG-TERM INCENTIVE AGREEMENTLong-Term Incentive Agreement • November 6th, 2015 • Furmanite Corp • Construction - special trade contractors • Texas
This sets forth the terms of the Long-Term Incentive Agreement (“Agreement”) made this 31st day of July, 2015 (“Effective Date”), between Furmanite Corporation, a Delaware corporation (“Company”), and _______________________________ (“Grantee”).
SECOND AMENDMENT TO THE FURMANITE CORPORATION 401(k) SAVINGS INVESTMENT PLAN (As Amended and Restated Effective January 1, 2006)401(k) Savings Investment Plan Amendment • June 1st, 2009 • Furmanite Corp • Construction - special trade contractors • Texas
Limitation Year that includes the date of the Employee’s severance from employment, (ii) would, absent the Employee’s severance from employment, have been paid to the Employee while the Employee continued in employment with an Employer or Affiliated Employer, and (iii) are regular compensation for services during the Employee’s regular working hours, compensation for services outside the Employee’s regular hours (such as overtime or shift differential), commissions, bonuses or other similar compensation; and payments for accrued bona fide sick, vacation, or other leave, but only if the Employee would have been able to use the leave if his employment had continued. Annual Compensation in excess of $200,000.00 (as adjusted by the Secretary of Treasury for increases in the cost of living) will be disregarded. The cost-of-living adjustment in effect for a calendar year applies to Annual Compensation for the Plan Year that begins within such calendar year. If the Plan Year is ever less than
FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • August 7th, 2009 • Furmanite Corp • Construction - special trade contractors • New York
FOURTH AMENDMENT, dated as of October 1, 2006 (this “Amendment”), to the Amended and Restated Loan Agreement dated as of August 13, 2002, among FURMANITE LIMITED (the “Borrower”), FURMANITE WORLDWIDE, INC. (“Holding”)., the financial institutions from time to time party thereto (the “Banks”) and BANK OF SCOTLAND, as Agent for the Banks (in such capacity, the “Agent”), as amended by the First Amendment dated as of December 31, 2003, the Second Amendment dated as - of December 31, 2005 and the Third Amendment dated as of March 31, 2006 (the “Agreement”).
SECOND AMENDMENT TO CREDIT AGREEMENT AND FIRST AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENTCredit Agreement • March 19th, 2015 • Furmanite Corp • Construction - special trade contractors • New York
THIS SECOND AMENDMENT TO CREDIT AGREEMENT AND FIRST AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT (this “Amendment”) is entered into as of the 13th day of March, 2015, by and among the lenders listed on the signature pages hereto (the “Lenders”), FURMANITE WORLDWIDE, INC., a Delaware corporation (the “Company”), certain Subsidiaries (as defined in the Credit Agreement, defined below) of the Company party hereto pursuant to Section 2.23 of the Credit Agreement (each a “Designated Borrower”, and, together with the Company, the “Borrowers” and, each a “Borrower”), JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Predecessor Administrative Agent”), and, after the Second Amendment Effective Date (as defined below), WELLS FARGO BANK, NATIONAL ASSOCIATION, as successor Administrative Agent (the “Successor Administrative Agent” or “Administrative Agent”).
ADDENDUM TO KANEB SERVICES, INC. SAVINGS INVESTMENT TRUST AGREEMENTSavings Investment Trust Agreement • October 15th, 1996 • Kaneb Services Inc • Construction - special trade contractors
GUARANTY AND COLLATERAL AGREEMENTGuaranty and Collateral Agreement • March 6th, 2012 • Furmanite Corp • Construction - special trade contractors • New York
GUARANTY AND COLLATERAL AGREEMENT, dated as of March 5, 2012, 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 JPMorgan Chase Bank, 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 owed Swap Obligations or Banking Services Obligations that comprise Secured Obligations under and as defined in the Credit Agreement, the “Secured Parties”) from time to time parties to the Credit Agreement, dated as of March 5, 2012 (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 A
