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 "Borrower"), FURMANITE
WORLDWIDE INC. (formerly KANEB INTERNATIONAL INC.), a Delaware corporation
("Holding"), the financial institutions which are party to the Loan Agreement
hereinafter referred to (each a "Bank" and collectively, the "Banks"), and BANK
OF SCOTLAND, as agent for the Banks under such Loan Agreement (in such capacity,
the "Agent"), to the AMENDED AND RESTATED LOAN AGREEMENT dated as of May 3, 1991
(as amended by amendments thereto dated as of December 7, 1994, July 15, 1996,
June 27, 1997, December 15, 1997, December 22, 1997, March 31, 1999 and November
10, 1999, the "Agreement") among the Borrower, Holding, the Banks and the Agent.
W I T N E S S E T H :
WHEREAS, the parties hereto desire to amend the Agreement and the
Revolving Credit Note such that the Commitment Period and the maturity date of
the Revolving Credit Note are extended to June 29, 2002; and
WHEREAS, in connection therewith, the parties desire to make certain
other amendments to the Agreement;
NOW, THEREFORE, it is agreed:
1. Definitions. All the terms used herein which are defined in the
Agreement (including, to the extent any such terms are to be amended by this
Amendment, as if such terms were already amended by this Amendment, unless the
context shall otherwise indicate) shall have the same meanings when used herein
unless otherwise defined herein. All references to Sections in this Amendment
shall be deemed references to Sections in the Agreement unless otherwise
specified.
2. Effect of Amendment. As used in the Agreement (including all
Exhibits thereto), each Note and the other Loan Documents and all other
instruments and documents executed in connection with any of the foregoing, on
and subsequent to the Amendment Date (as hereinafter defined), any reference to
the Agreement shall mean the Agreement as modified hereby.
3. Defined Terms. The term "Commitment Period" in Annex I to the
Agreement is hereby amended by replacing the words "December 2001" therein with
the words "June 2002."
4. Amendments to Note. The first paragraph of the Third Amended and
Restated Promissory Note (Revolving Credit Note) dated May 16, 1991 (the "Third
Amended Revolving Note") made by Borrower to the order of Bank of Scotland is
hereby amended by replacing the words "December 2001" therein with the words
"June 2002."
5. Section 2.5(b). Section 2.5(b) of the Agreement is hereby amended by
replacing the words "December 2001" with the words "June 2002."
6. Section 8.13. The chart in Section 8.13 of the Agreement is hereby
amended by inserting the year 2002 at the bottom of the left side of said chart
and inserting the figure $6,000,000 opposite said inserted year 2002.
7. Representations and Warranties. To induce the Agent, the Issuer and
the Banks to enter into this Amendment, each of the Borrower and Holding hereby
represents and warrants to, and agrees for the benefit of, the Agent, the Issuer
and the Banks as follows (which representations, warranties and agreements shall
survive the execution delivery and effectiveness of this Amendment):
(i) The execution and delivery of this Amendment by the Borrower,
the execution and delivery of the Confirming Consent (the
"Confirming Consent") in the form of Annex A hereto by the
Borrower, Holding and each other Credit Party executing such
consent and the Borrower's performance of the Agreement and
the Third Amended Revolving Note as amended by this Amendment
have been duly authorized by all necessary company, corporate
or partnership action;
(ii) This Amendment and the Agreement as amended by this Amendment
are the legal, valid and binding obligations of the Credit
Parties party thereto, enforceable in accordance with their
respective terms subject, as to enforceability, to applicable
bankruptcy, insolvency, reorganization and similar laws
affecting the enforcement of creditors' rights generally and
to general principles of equity (regardless of whether such
enforcement is considered in a proceeding in equity or at
law);
(iii) The priority of all Liens in favor of the Agent, the Issuer
and the Banks under the Security Documents (whether in respect
of Loans made or obligations incurred before, on or after the
Amendment Date) shall be the same as the priority of all Liens
immediately prior to the Amendment Date with respect to
obligations outstanding immediately prior to the Amendment
Date;
(iv) All representations and warranties of the Borrower and the
other Credit Parties in the Agreement and the other Loan
Documents are true and correct in all material respects with
the same effect as though each such representation and
warranty had been made on and as of the date hereof;
(v) No Default or Event of Default has occurred and is continuing;
and
(vi) If requested by the Agent, the Borrower will execute and
deliver to the Agent an amended and restated Revolving Credit
Note reflecting the extension of maturity date effected by
this Amendment.
8. Limited Nature. The amendments set forth herein are limited
precisely as written and shall not be deemed to (a) be a consent to any waiver
of, or modification of, any other term or condition of the Agreement or any of
the documents referred to therein or (b) prejudice any right or rights which the
Banks, the Issuer or the Agent may now have or may have in the future under or
in connection with the Agreement or any of the documents referred to therein.
Except as expressly amended hereby, the terms and provisions of the Agreement
shall remain in full force and effect.
9. Governing Law. This Amendment, including the validity thereof and
the rights and obligations of the parties hereunder, shall be governed by and
construed and interpreted in accordance with the laws of the State of New York.
10. Amendment Date. This Amendment shall become effective as of the
date first above written (the "Amendment Date") when each of the following
conditions is satisfied. If such conditions are not satisfied prior to January
5, 2001, this Amendment shall be deemed rescinded, null and void.
(i) The Borrower, Holding, the Issuer and each Bank shall have
executed a copy hereof and delivered the same to the Agent at
000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx (attention: Xxxxxx
Xxxxxxx);
(ii) The Borrower, Holding, KSI, FOSI. FAI and each other Person
for whom a signature line is set forth on the Confirming
Consent shall have executed such consent and delivered the
same to the Agent.
11. Headings. The descriptive headings of the various provisions of
this Amendment are inserted for convenience of reference only and shall not be
deemed to affect the meaning or construction of any of the provisions hereof.
12. Counterparts. This Amendment may be executed in any number of
counterparts by the different parties hereto on separate counterparts, each of
which when so executed and delivered shall be an original, but all the
counterparts shall together constitute one and the same instrument. Telecopied
signatures hereto shall be of the same force and effect as an original of a
manually signed copy.
13. Integration. THIS AMENDMENT, THE AGREEMENT (AS AMENDED BY THIS
AMENDMENT) AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE
PARTIES HERETO WITH RESPECT TO THE MATTERS COVERED HEREBY AND THEREBY AND MAY
NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their respective duly authorized officers as of
the date first above written.
BANK OF SCOTLAND, FURMANITE PLC
individually and as Agent (formerly KANEB UK plc)
By__________________________ By_______________________
Name: Name:
Title: Title:
FURMANITE WORLDWIDE, INC.
(formerly KANEB INTERNATIONAL INC.)
By_______________________
Name:
Title:
ANNEX A
CONFIRMING CONSENT
(Amendment No. 8 to Restated Loan Agreement)
Reference is hereby made to Amendment No. 8 dated as of December 22,
2000 (the "Amendment") to the Amended and Restated Loan Agreement dated as of
May 3, 1991 among Furmanite plc (formerly Kaneb UK plc), an English registered
company, Furmanite Worldwide Inc. (formerly Kaneb International Inc.), a
Delaware corporation, the financial institutions party thereto (the "Banks") and
Bank of Scotland, as agent for the Banks (said agreement, as amended to date and
from time to time hereafter, the "Loan Agreement").
Each of the undersigned, for itself, hereby consents to the terms and
provisions of the Amendment and confirms and acknowledges that:
(a) after giving effect to the Amendment, each pledge
agreement, guarantee, security agreement, deficiency undertaking,
subordination agreement, debenture, charge, mortgage of securities,
intellectual property mortgage, standard form of security, collateral
pledge agreement or other Loan Document entered into by it in
connection with the Loan Agreement remains in full force and effect and
continues to secure or guarantee (as the case may be) all obligations
of the Borrower under the Loan Agreement and the other Loan Documents;
and
(b) its consent and acknowledgement hereunder is not required
under the terms of any such pledge agreement, guarantee, security
agreement, deficiency undertaking, subordination agreement, debenture,
charge, mortgage of securities, intellectual property mortgage,
standard form of security, collateral pledge agreement or other Loan
Document previously entered into by it and that any failure to obtain
its consent or acknowledgment to any subsequent amendment to the Loan
Agreement or any of the other Loan Documents will not affect the
validity of its obligations under such pledge agreement, guarantee,
security agreement, deficiency undertaking, subordination agreement,
collateral pledge agreement or other Loan Document, and that this
consent and acknowledgement is being delivered for purposes of form
only.
This consent may be executed in any number of counterparts by the
parties hereto on separate counterparts.
Terms used herein and not otherwise defined have the same meanings as
in the Loan Agreement. This Consent is dated as of the Amendment Date (as
defined in the Amendment).
FURMANITE PLC FURMANITE WORLDWIDE, INC.
(formerly KANEB UK plc) (formerly KANEB INTERNATIONAL INC)
By____________________________ By____________________________
Name: Name:
Title: Title:
FURMANITE 1986 Ltd. KANEB SERVICES, INC.
(formerly Furmanite PLC)
By____________________________ By____________________________
Name: Name:
Title: Title:
FURMANITE AMERICA, INC. FURMANITE V&P ENGINEERING LTD.
By____________________________ By____________________________
Name: Name:
Title: Title:
FURMANITE INTERNATIONAL LTD. FURMETA HOLDING BV
By____________________________ By____________________________
Name: Name:
Title: Title:
FURMANITE OFFSHORE SERVICES INC. FURMANITE BV
By____________________________ By____________________________
Name: Name:
Title: Title:
METAHOLDING BV METALOCK BV
By____________________________ By____________________________
Name: Name:
Title: Title:
FURMANITE NV FURMANITE SA
By____________________________ By____________________________
Name: Name:
Title: Title:
FURMANITE HOLDING A/S FURMANITE EAST ASIA LIMITED
By____________________________ By____________________________
Name: Name:
Title: Title:
FURMANITE SINGAPORE PTE LTD FURMANITE AUSTRALIA LTD
By____________________________ By____________________________
Name: Name:
Title: Title:
