EX-10.1 FIRST AMENDMENT TO CREDIT/SECURITY AGRMT.



 




EXHIBIT
10.1




FIRST AMENDMENT TO CREDIT AGREEMENT

AND SECURITY AGREEMENT

AND

LIMITED WAIVER




     THIS FIRST AMENDMENT TO CREDIT AGREEMENT AND SECURITY AGREEMENT AND LIMITED WAIVER dated as of
March  2,  2007 (this “Amendment”) by and among CRAWFORD & COMPANY, a Georgia corporation
(“Crawford”), and CRAWFORD & COMPANY INTERNATIONAL, INC., a Georgia corporation
(“International”; International and Crawford are collectively referred to herein as the
“Borrowers”, and each individually as a “Borrower”), the LENDERS party hereto (the
“Lenders”) and SUNTRUST BANK (“SunTrust”), as administrative agent for the Lenders
(in such capacity, together with its successors in such capacity, the “Administrative
Agent”).



     WHEREAS, the Borrowers, the Lenders and Administrative Agent are parties to that certain
Credit Agreement dated as of October 31, 2006 (the “Credit Agreement”);



     WHEREAS, the Borrowers and the Subsidiary Loan Parties (as defined in the Credit Agreement)
are parties to that certain Security Agreement dated as of October 31, 2006 in favor of the
Administrative Agent (the “Security Agreement”);



     WHEREAS, the Borrowers, the Lenders party hereto and the Administrative Agent desire to amend
certain provisions of the Credit Agreement and the Security Agreement on the terms and conditions
contained herein;



     WHEREAS, the Borrowers have informed the Administrative Agent and the Lenders that they have
experienced delays with respect to certain post-closing deliveries required under the Credit
Agreement and that they have made certain intercompany transfers to and among foreign subsidiaries
prior to the date hereof;



     WHEREAS, the Borrowers have further informed the Administrative Agent and the Lenders that (a)
due to such delays they cannot satisfy their obligations under subsections (a), (b) and (h)(iii) of
Section 5.17 of the Credit Agreement within the time periods set forth therein (prior to giving
effect to the amendments set forth herein) and (b) due to such intercompany transfers they cannot
comply with Sections 7.1 and 7.4 of the Credit Agreement (the “Specified Defaults”); and



     WHEREAS, the Borrowers have requested that the Administrative Agent and the Lenders waive the
Specified Defaults, and the effects thereof, under the Credit Agreement and amend the Credit
Agreement with respect to the Specified Defaults set forth herein.



     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged by the parties hereto, the parties hereto hereby agree as follows:



 









 





     Section 1. Amendments to Credit Agreement. Subject to satisfaction of the conditions
contained in Section 4 below, the parties hereto agree that the Credit Agreement is modified as
follows:



     (a) Section 5.1(c) of the Credit Agreement is amended by inserting the phrase “substantially
in the form of Exhibit H attached hereto” after the words “Responsible Officer” in the second line
of such Section.



     (b) Section 5.17(a) of the Credit Agreement is amended by deleting the number “90” and
substituting in its place the number “150”.



     (c) Section 5.17(b) of the Credit Agreement is amended by deleting the number “90” in the
first line and in the second to last line of such Section and, in each place, substituting the
number “150”.



     (d) Section 5.17(h)(iii) of the Credit Agreement is amended by deleting the number “45” and
substituting in its place the number “135”.



     (e) Section 6.3(C) of the Credit Agreement is amended by deleting “June 30, 2006” and
substituting in its place the date “September 30, 2006”.



     (f) Section 7.1 of the Credit Agreement is amended by deleting clause (b) and substituting the
following in its place:




     “(b) Indebtedness existing and outstanding on the Closing Date set forth on
Schedule 7.1 and borrowings, reborrowings and refinancings of such amounts
up to the “Available” amounts set forth on such Schedule 7.1; provided,
that, International may not make any payment with respect to the keep well letters
provided for Crawford (China) Limited and Crawford & Company (Australia) Pty. Ltd
and set forth on Schedule 7.1 except as permitted pursuant to Section
7.4(d), and the final paragraph of Section 7.4;”



     (g) Section 7.1 of the Credit Agreement is further amended by re-numbering clause (i) as
clause (k) and adding the following new clauses (i) and (j) in the appropriate alphabetical order:




     “(i) Indebtedness of any Loan Party to the extent permitted under Section
7.4(c);




     (j) Indebtedness owed by a Foreign Subsidiary to another Foreign Subsidiary;
and”



     (h) Section 7.1 of the Credit Agreement is further amended by adding the following to the end
of such Section:



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“Notwithstanding anything in this Section 7.1 to the contrary, so long as no Default
or Event of Default has occurred and is continuing, the Borrowers may loan the
proceeds of Revolving Loans to any one or more of the Consolidated Subsidiaries
(other than a Dormant Company); provided that the aggregate principal amount of such
intercompany loans outstanding at any one time shall not exceed the aggregate
outstanding Revolving Loans of all Lenders at such time.”



     (i) Section 7.4 of the Credit Agreement is further amended by deleting clause (h) and
substituting the following in its place:




     “(h) Investments existing on the Closing Date and set forth on Schedule
7.4; provided, that, with respect to any Investment set forth on Schedule
7.4 consisting of Indebtedness owing by a Subsidiary that is not a Subsidiary
Loan Party to any Consolidated Party, such Indebtedness, upon repayment, may not be
reborrowed; provided further, that, International may not make any payments with
respect to its keep well investments in Crawford (China) Limited and Crawford &
Company (Australia) Pty. Ltd set forth on Schedule 7.4 except as permitted
pursuant to Section 7.4(d), and the final paragraph of this Section
7.4 ”



     (j) Section 7.4 of the Credit Agreement is further amended by re-numbering clause (j) as
clause (k) and adding the following new clause (j) in the appropriate alphabetical order:




     “(j) Investments made by a Foreign Subsidiary in another Foreign Subsidiary;
and”



     (k) Section 7.4 of the Credit Agreement is further amended by adding the following to the end
of such Section:




“Notwithstanding anything else in this Section 7.4 to the contrary, so long as no
Default or Event of Default has occurred and is continuing, the Borrowers may loan
the proceeds of Revolving Loans to any one or more of the Consolidated Subsidiaries
(other than a Dormant Company); provided that the aggregate principal amount of such
intercompany loans outstanding at any one time shall not exceed the aggregate
outstanding Revolving Loans of all Lenders at such time.”



     (l) Schedule 4.14 of the Credit Agreement is hereby deleted and replaced with Schedule 4.14
attached hereto.



     (m) Schedule 7.1 of the Credit Agreement is hereby deleted and replaced with Schedule 7.1
attached hereto.



     (n) Schedule 7.4 of the Credit Agreement is hereby deleted and replaced with Schedule 7.4
attached hereto.



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     (o) The form of compliance certificate attached hereto shall be attached to the Credit
Agreement as Exhibit H.



     Section 2. Amendments to Security Agreement. Subject to satisfaction of the
conditions contained in Section 4 below, the parties hereto agree that the Security Agreement is
modified by deleting Schedule IV and replacing it with Schedule IV attached hereto.



     Section 3. Waiver. At the request of the Borrowers, but subject to the satisfaction
of the conditions precedent set forth in Section 4 below, the Administrative Agent and the Lenders
hereby waive the Defaults and Events of Default arising solely by virtue of the Specified Defaults
occurring prior to the date hereof. The Borrower acknowledges and agrees that the waiver contained
in the foregoing sentence shall not waive (or be deemed to be or constitute a waiver of) any other
covenant, term or provision in the Credit Agreement or hinder, restrict or otherwise modify the
rights and remedies of the Administrative Agent and the Lenders following the occurrence of any
other present or future Default or Event of Default (whether or not related to the Specified
Defaults) under the Credit Agreement or any other Loan Document.



     Section 4. Conditions Precedent. The effectiveness of this Amendment is subject to
receipt by the Administrative Agent of each of the following, each in form and substance
satisfactory to the Administrative Agent:



     (a) This Amendment, duly executed and delivered by the Borrowers, the Required Lenders and the
Administrative Agent;



     (b) A Reaffirmation of Obligations under Loan Documents (the “Reaffirmation”) duly
executed by the Borrowers, the Administrative Agent, the Lenders and each other Loan Party, in the
form of Exhibit A attached hereto; and



     (c) Evidence that all expenses payable to the Administrative Agent, in connection with this
Amendment have been paid; and



     (d) Such other documents as the Administrative Agent on behalf of the Lenders may reasonably
request.



     Section 5. Representations. Each Borrower represents and warrants to the
Administrative Agent and the Lenders that:



     (a) Authorization. Each Borrower has the right and power, and has taken all necessary
action to authorize it, to execute and deliver this Amendment and to perform its obligations
hereunder and under the Credit Agreement, as amended by this Amendment, in accordance with their
respective terms. This Amendment has been duly executed and delivered by a duly authorized officer
of each Borrower and each of this Amendment and the Credit Agreement, as amended by this Amendment,
is a legal, valid and binding obligation of such Borrower enforceable against such Borrower in
accordance with its respective terms except as (i) the enforceability thereof may be limited by
bankruptcy, insolvency or similar laws affecting



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creditors rights generally and (ii) the availability of equitable remedies may be limited by
equitable principles of general applicability.



     (b) Compliance with Laws, etc. The execution and delivery by each Borrower of this
Amendment and the performance by each Borrower of this Amendment and the Credit Agreement, as
amended by this Amendment, in accordance with their respective terms, do not and will not, by the
passage of time, the giving of notice or otherwise: (i) require any government action or violate
any applicable law relating to either Borrower; (ii) conflict with, result in a breach of or
constitute a default under the organizational documents of either Borrower, or any indenture,
agreement or other instrument to which either Borrower is a party or by which they or any of their
properties may be bound; or (iii) result in or require the creation or imposition of any Lien upon
or with respect to any property now owned or hereafter acquired by either Borrower.



     (c) No Default. Other than as waived pursuant to Section 3 above, no Default or Event
of Default has occurred and is continuing as of the date hereof or will exist immediately after
giving effect to this Amendment.



     Section 6. Reaffirmation of Representations by Borrowers. Each Borrower hereby
repeats and reaffirms all representations and warranties made by such Borrower to the
Administrative Agent and the Lenders in the Credit Agreement and the other Loan Documents on and as
of the date hereof after giving effect to this Amendment and the waiver in Section 3 with the same
force and effect as if such representations and warranties were set forth in this Amendment in
full.



     Section 7. Release. In consideration of the amendment contained herein, the
Borrowers hereby waive and release each of the Lenders, the Administrative Agent and the Issuing
Bank from any and all claims and defenses, known or unknown, with respect to the Credit Agreement
and the other Loan Documents and the transactions contemplated thereby



     Section 8. Expenses. The Borrowers jointly and severally agree to reimburse the
Administrative Agent on demand for all reasonable out-of-pocket costs and expenses (including,
without limitation, attorneys’ fees) incurred by it in negotiating, documenting and consummating
this Amendment and the transactions contemplated hereby.



     Section 9. Effect; Ratification. Except as expressly herein amended, the terms and
conditions of the Credit Agreement and the other Loan Documents remain unchanged and continue to be
in full force and effect. The amendments contained herein shall be deemed to have prospective
application only, unless otherwise specifically stated herein. The Credit Agreement is hereby
ratified and confirmed in all respects. Each reference to the Credit Agreement in any of the Loan
Documents (including the Credit Agreement) shall be deemed to be a reference to the Credit
Agreement, as amended by this Amendment. It is the intention and understanding of the parties
hereto that this Amendment shall act as an amendment to the Credit Agreement and shall not act s a
novation of the indebtedness evidenced by the Credit Agreement.



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     Section 10. Miscellaneous. This Amendment may be executed in any number of
counterparts, all of which taken together shall constitute one and the same instrument and any of
the parties hereto may execute this Amendment by signing any such counterpart and sending the same
by telecopier, mail, messenger or courier to the Administrative Agent. This Amendment shall be
governed by, and construed in accordance with, the law of the State of New York. This Amendment
shall be binding upon and shall inure to the benefit of the parties hereto and their respective
permitted successors and assigns.



     Section 11. Definitions. All capitalized terms not otherwise defined herein are used
herein with the respective definitions given them in the Credit Agreement.



[Signature Pages Follow]





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     IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to Credit
Agreement and Security Agreement and Limited Waiver to be duly executed as of March 2, 2007.



	 	 	 	 	 
	 	BORROWERS



CRAWFORD & COMPANY

 	 
	 	By:  	/s/  J. R. Caporaso
 	 
	 	 	Name:  	Joseph R. Caporaso 	 
	 	 	Title:  	Senior Vice President and Treasurer 	 
	 
	 	CRAWFORD & COMPANY

    INTERNATIONAL, INC.

 	 
	 	By:  	/s/  J. R. Caporaso
 	 
	 	 	Name:  	Joseph R. Caporaso 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 



[Signatures Continued on Following Pages]




 









 








[Signature page to First Amendment to Credit Agreement and Security Agreement

and Limited Waiver for Crawford & Company and Crawford & Company International, Inc.]




	 	 	 	 	 
	 	LENDERS 



SUNTRUST BANK,

     as Administrative Agent, Issuing Bank,

     as Swingline Lender and as a Lender

 	 
	 	By:  	/s/
Kelly Gunter 	 
	 	 	Name: Kelly Gunter	 	 
	 	 	Title: Vice President	 	 
	 



[Signatures Continued on Following Pages]




 









 








[Signature page to First Amendment to Credit Agreement and Security Agreement

and Limited Waiver for Crawford & Company and Crawford & Company International, Inc.]




	 	 	 	 	 
	 	[REQUIRED LENDER SIGNATURES ON FILE WITH REGISTRANT] 
 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 









 








EXHIBIT A




REAFFIRMATION OF OBLIGATIONS UNDER LOAN DOCUMENTS





     Reference is hereby made to that certain Credit Agreement dated as of October 31, 2006 among
Crawford & Company, Crawford & Company International, Inc., the Lenders a party thereto and
SunTrust Bank, as Administrative Agent, (the “Credit Agreement”; capitalized terms used
herein and not defined herein have the meanings ascribed to such terms in the Credit Agreement).



     Each of the undersigned Loan Parties hereby (i) agrees that the amendments contained in the
First Amendment to Credit Agreement and Security Agreement and Limited Waiver dated as of the date
hereof shall not in any way affect the validity and/or enforceability of any Loan Document, or
reduce, impair or discharge the obligations of such Person thereunder, (ii) reaffirms its
continuing obligations owing to the Administrative Agent and the Lenders under each of the other
Loan Document (including, without limitation, the Security Agreement, the Pledge Agreement, the
Collateral Assignment Agreement and the Subsidiary Guaranty Agreement) to which such Person is a
party, and (iii) confirms that the liens and security interests created by the Loan Documents
continue to secure the Obligations.



     Each of the undersigned Loan Parties hereby represents and warrants to the Administrative
Agent and the Lenders that: (a) the execution and delivery by the Loan Parties of this
Reaffirmation is within the power (corporate or otherwise) and authority of the Loan Parties, has
been duly authorized and approved by all requisite action on the part of the Loan Parties, and does
not and will not contravene, breach or conflict with any provision of applicable law or any of the
charter or other organic documents of the Loan Parties, or any indenture, agreement, instrument or
undertaking binding on the Loan Parties; (b) this Reaffirmation has been duly executed by the Loan
Parties; and (c) the Loan Documents remain in full force and effect and constitute the legal, valid
and binding obligations of the Loan Parties, enforceable in accordance with their terms, except as
limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or
affecting generally the enforcement of creditor’s rights.



     This Reaffirmation shall be construed in accordance with and be governed by the law of the
State of New York.



 









 





     IN WITNESS WHEREOF, each of the undersigned has duly executed and delivered this Reaffirmation
of Obligations under Loan Documents as of March 2, 2007.



	 	 	 	 	 
	 	CRAWFORD & COMPANY

 	 
	 	By:  	/s/  J. R. Caporaso
 	 
	 	 	Name:  	Joseph R. Caporaso 	 
	 	 	Title:  	Senior Vice President & Treasurer 	 
	 
	 	CRAWFORD & COMPANY

   INTERNATIONAL, INC.

 	 
	 	By:  	/s/   J. R. Caporaso
 	 
	 	 	Name:  	Joseph R. Caporaso 	 
	 	 	Title:  	Vice President & Treasurer 	 
	 
	 	CRAWFORD LEASING SERVICES, INC.

THE PRISM NETWORK, INC.

CALESCO, INC.

CRAWFORD & COMPANY

    OF NEW YORK, INC.

CRAWFORD & COMPANY

    HEALTHCARE MANAGEMENT, INC.

RISK SCIENCES GROUP, INC.

QIRRA CUSTOM SOFTWARE, INC.

BROCKLEHURST MILLER, INC.

BROCKLEHURSTS, INC.

DENEFAR LTD.

 	 
	 	By:  	/s/   J. R. Caporaso
 	 
	 	 	Name:  	Joseph R. Caporaso 	 
	 	 	Title:  	Treasurer 	 



 









 






	 	 	 	 	 



[Signature page to Crawford / Reaffirmation of Obligations

under Loan Documents dated as of March 2, 2007]




	 	 	 	 	 
	 	E-TRIAGE.COM, INC. 

 	 
	 	By:  	R. Eric Powers, III
 	 
	 	 	Name:  	R. Eric Powers, III 	 
	 	 	Title:  	Vice President & Secretary 	 
	 
	 	CRAWFORD & COMPANY, L.P.

 	 
	 	By:  	CRAWFORD & COMPANY,
    as General Partner
 	 
	 	 	 
	 	By:  	/s/   J. R. Caporaso
 	 
	 	 	Name:  	Joseph R. Caporaso 	 
	 	 	Title:  	Senior Vice President & Treasurer 	 
	 
	 	THE GARDEN CITY GROUP, INC.

 	 
	 	By:  	/s/  J. R. Caporaso
 	 
	 	 	Name:  	Joseph R. Caporaso 	 
	 	 	Title:  	Treasurer 	 
	 
	 	CRAWFORD & COMPANY

    OF CALIFORNIA

 	 
	 	By:  	/s/   J. B. VanFleet
 	 
	 	 	Name:  	Jeffrey B. VanFleet 	 
	 	 	Title:  	President 	 



 









 






	 	 	 	 	 



[Signature page to Crawford / Reaffirmation of Obligations

under Loan Documents dated as of March 2, 2007]




	 	 	 	 	 
	 	CRAWFORD & COMPANY OF ILLINOIS 

 	 
	 	By:  	
/s/   David J. Stouffer
 	 
	 	 	Name:  	David J. Stouffer 	 
	 	 	Title:  	Vice President 	 
	 
	 	CRAWFORD & COMPANY OF FLORIDA

 	 
	 	By:  	/s/  Henry Taylor
 	 
	 	 	Name:  	Henry Taylor 	 
	 	 	Title:  	President 	 
	 
	 	CRAWFORD & COMPANY

    EMPLOYMENT SERVICES, INC.

 	 
	 	By:  	/s/   Matt C. Wilkinson
 	 
	 	 	Name:  	Matt C. Wilkinson 	 
	 	 	Title:  	President 	 
	 
	 	CRAWFORD HEALTHCARE

MANAGEMENT OF NORFOLK

AND BALTIMORE, INC.

 	 
	 	By:  	/s/   W. L. Beach
 	 
	 	 	Name:  	William L. Beach 	 
	 	 	Title:  	Vice President & Secretary 	 



 









 






	 	 	 	 	 



[Signature page to Crawford / Reaffirmation of Obligations

under Loan Documents dated as of March 2, 2007]




	 	 	 	 	 
	 	CRAWFORD & COMPANY 

SUBROGATION AND RECOVERY, INC.

 	 
	 	By:  	/s/  W. L. Beach
 	 
	 	 	Name:  	William L. Beach 	 
	 	 	Title:  	Vice President & Secretary 	 
	 
	 	BROADSPIRE SERVICES, INC.

BROADSPIRE MANAGEMENT

    SERVICES, INC.

PILLAR SERVICES, INC.

 	 
	 	By:  	/s/  J. R. Caporaso
 	 
	 	 	Name:  	Joseph R. Caporaso 	 
	 	 	Title:  	Treasurer 	 
	 




 









 








EXHIBIT H

FORM OF

COMPLIANCE CERTIFICATE




Crawford & Company

Crawford & Company International, Inc.




[Date]




SunTrust Bank,

as Administrative Agent

for the Lenders referred to below

303 Peachtree Street, N.E.

Atlanta, GA 30308




Attention: Agency Services





     References made to the Credit Agreement dated as of October 31, 2006 (as the same may be
amended, restated, modified or supplemented from time to time, the “Credit Agreement”) by and among
Crawford & Company, a Georgia corporation (“Crawford”), Crawford & Company International, Inc., a
Georgia corporation (“International”; Crawford and International are each referred to herein
individually as a “Borrower”, and collectively, the “Borrowers”), the several banks and other
financial institutions from time to time party thereto (the “Lenders”), and SunTrust Bank, in its
capacity as Issuing Bank, and in its capacity as Administrative Agent for the Lenders (the
“Administrative Agent”). Capitalized terms used herein and not otherwise defined herein shall have
the meaning ascribed such term in the Credit Agreement.



     As of the date hereof, the undersigned hereby certifies as follows: (a) the information
furnished in the materials attached hereto is true, correct and complete in all material respects;
(b) there exists [no] Default or Event of Default;1 (c) the Borrowers [are] [are not] in
compliance with Section 5.12, Section 5.13, Section 5.14, Section 5.15 of the Credit Agreement and
Schedule 1 attached hereto sets forth in reasonable detail the information or certification used in
determining such [compliance] [or non-compliance]; (d) the Borrowers [are][are not] in compliance
with Article VI and Section 7.5 of the Credit Agreement and Schedule 2 and Schedule 3 attached
hereto sets forth in reasonable detail the calculations, information or certification used in
determining such [compliance] [or non-compliance]; and (e) there [has][has not] been a change in
GAAP or the application thereof since the date of Crawford’s audited financial statements referred
to in Section 4.4 of the Credit Agreement. 2 





 




			
	1	 	If a Default or an Event of Default exists, specify
the details thereof and the action which the Borrowers have taken or propose to
take with respect thereto.
	 
	2	 	If any change has occurred, (i) specify the effect
of such change on the financial statements of the Borrowers and their
Subsidiaries or (2) specify that such change does not affect or apply to the
Borrowers and their Subsidiaries, including the presentation by such Persons of
their financial statements.




 









 










     IN WITNESS THEREOF, the undersigned has executed this Compliance Certificate on behalf of the
Borrowers as of the date first written above.



	 	 	 	 	 
	 	CRAWFORD & COMPANY

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CRAWFORD & COMPANY INTERNATIONAL, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title: