Third Amendment to Credit Agreement



 Exhibit 10.1 
 THIRD AMENDMENT TO CREDIT AGREEMENT 
 THIS THIRD AMENDMENT TO CREDIT AGREEMENT dated as of
December 21, 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 (as amended
and in effect on the date hereof, the “Credit Agreement”); 
 WHEREAS, the Borrowers, the Lenders party hereto and the
Administrative Agent desire to amend certain provisions of the Credit Agreement on the terms and conditions contained 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 2 below, the parties hereto
agree that the Credit Agreement is modified as follows: 
 (a) The Credit Agreement is hereby amended by adding the following new defined
terms to Section 1.1 thereof in the appropriate alphabetic order: 
 “‘Third
Amendment’ shall mean that certain Third Amendment to Credit Agreement dated as of December 21, 2007 among the Borrower, International, the Lenders party thereto and the Administrative Agent.” 
 “‘Third Amendment Effective Date’ shall mean the date on which the Administrative Agent declares that the
Third Amendment is effective pursuant to Section 2 of the Third Amendment.” 
 (b) The Credit Agreement is hereby further amended
by deleting the definition of “Applicable Margin” and replacing it with the following: 
 “‘Applicable Margin’ shall mean, as of any date, with respect to (a) all Revolving Loans outstanding on any date and the Revolving LC Participation Fee, as the case may be, (i) for the period from the
Closing Date to but excluding the Third Amendment Effective Date, the percentage per annum determined by reference to the applicable Leverage Ratio in effect on such date as set forth in Section (a) on Schedule I initially attached
hereto, as adjusted and otherwise determined from time to time in accordance with Section 2.16, and (ii) from and 

  

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after the Third Amendment Effective Date the percentage per annum determined by reference to the applicable Leverage Ratio in effect on such date as set
forth in Section (a) on Schedule I attached to the Third Amendment, as adjusted and otherwise determined from time to time in accordance with Section 2.16, (b) all Term Loans outstanding on any date, (i) for the
period from the Closing Date to but excluding the Second Amendment Effective Date, 1.50% on Base Rate Loans and 2.50% on LIBO Rate Loans, (ii) for the period from the Second Amendment Date to but excluding the Third Amendment Effective Date the
percentage per annum determined by reference to the applicable Leverage Ratio in effect on such date as set forth in Section (b) of Schedule I attached to the Second Amendment, as adjusted and otherwise determined from time to time in
accordance with Section 2.16 and (iii) from and after the Third Amendment Effective Date, the percentage per annum determined by reference to the applicable Leverage Ratio in effect on such date as set forth in Section (b) of
Schedule I attached to the Third Amendment, as adjusted and otherwise determined from time to time in accordance with Section 2.16.” 
 (c) Section 6.1 of the Credit Agreement is hereby deleted in its entirety and replaced with the following: 
 Section 6.1 Leverage Ratio. Crawford will not permit the Leverage Ratio, as at the end of each fiscal quarter of Crawford set forth below, to exceed the ratio set forth opposite such period: 
  

			
	 Period
	  	Ratio
	 Closing Date through and including September 30, 2007
	  	4.25 to 1.00
	 December 31, 2007 through and including September 30, 2008
	  	3.50 to 1.00
	 December 31, 2008 through and including September 30, 2009
	  	3.00 to 1.00
	 December 31, 2009 and thereafter
	  	2.50 to 1.00

 (d) Schedule I of the Credit Agreement is hereby deleted and replaced with Schedule
I attached hereto. 
 Section 2. 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; 
  

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 (b) A Reaffirmation of Obligations under Loan Documents (the “Reaffirmation”) duly
executed by the Borrowers and each other Loan Party, in the form of Exhibit A attached hereto; and 
 (c) Evidence that all fees and 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 3. 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 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. 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 4. 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 with the same force and effect as if such representations and warranties were set forth in this Amendment in full. 
 Section 5. 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. 
  

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 Section 6. 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 7. 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 as a novation of the indebtedness evidenced by the Credit Agreement. 
 Section 8. 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 9. 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 Third Amendment to Credit Agreement to be duly
executed as of the date first above written. 
  

			
	BORROWERS
	
	CRAWFORD & COMPANY
		
	By:	 	 /s/ Joseph R. Caporaso

	Name:	 	Joseph R. Caporaso
	Title:	 	Senior Vice President and Treasurer
	
	 CRAWFORD & COMPANY INTERNATIONAL, INC.

		
	By:	 	 /s/ Joseph R. Caporaso

	Name:	 	Joseph R. Caporaso
	Title:	 	Vice President and Treasurer


 [Signatures Continued on Following Pages] 
  

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 [Signature page to Third Amendment to Credit Agreement 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/ W. Bradley Hamilton

	Name:	 	W. Bradley Hamilton
	Title:	 	Director


  

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 Schedule I 
 APPLICABLE MARGIN AND APPLICABLE PERCENTAGE 
  

	(a)	Applicable Margin for Revolving Loans and Applicable Percentage 

  

									
	 Pricing Level
	  	 Leverage Ratio
	  	 Applicable Margin for
LIBO Rate Revolving Loans
and Revolving
LC
Participation Fees
	  	 Applicable Margin for Base
Rate Revolving Loans
	  	 Applicable Percentage for
Commitment Fee

	 I
	  	Greater than or equal to 3.25 to 1.00	  	2.50%	  	1.50%	  	0.50%
	 II
	  	Less than 3.25 to 1.00 but greater than or equal to 2.50 to 1.00	  	2.25%	  	1.25%	  	0.375%
	 III
	  	Less than 2.50 to 1.00 but greater than or equal to 1.75 to 1.00	  	1.75%	  	0.75%	  	0.375%
	 IV
	  	Less than 1.75 to 1.00 but greater than or equal to 1.00 to 1.00	  	1.375%	  	0.375%	  	0.375%
	 V
	  	Less than 1.00 to 1.00	  	1.00%	  	0.00%	  	0.25%

  

	(b)	Applicable Margin for Term Loans 

  

							
	 Pricing Level
	  	 Leverage Ratio
	  	 Applicable Margin for LIBO Rate
Term Loans
	  	 Applicable Margin for Base Rate
Term Loans

	 I
	  	Greater than 2.50 to 1.00	  	2.75%	  	1.75%
	 II
	  	Less than or equal to 2.50 to 1.00	  	2.50%	  	1.50%

  

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 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, (as amended and in effect on the date hereof, 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 Third Amendment to Credit Agreement 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. 
  

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 IN WITNESS WHEREOF, each of the undersigned has duly executed and delivered this Reaffirmation of
Obligations under Loan Documents as of December 21, 2007. 
  

			
	CRAWFORD & COMPANY
		
	By:	 	 /s/ Joseph R. Caporaso

	Name:	 	Joseph R. Caporaso
	Title:	 	SVP and Treasurer
	
	 CRAWFORD & COMPANY
 INTERNATIONAL, INC.

		
	By:	 	 /s/ Joseph R. Caporaso

	Name:	 	Joseph R. Caporaso
	Title:	 	Vice President and 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.
	BROADSPIRE SERVICES, INC.
	BROADSPIRE MANAGEMENT SERVICES, INC.
	PILLAR SERVICES, INC.
	THE GARDEN CITY GROUP, INC.



			
		
	By:	 	 /s/ Joseph R. Caporaso

	Name:	 	Joseph R. Caporaso
	Title:	 	Treasurer


  

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 [Signature page to Crawford / Reaffirmation of Obligations 
 under Loan Documents dated as of December 21, 2007] 
  

			
	E-TRIAGE.COM, INC.
		
	By:	 	 /s/ 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/ Joseph R. Caporaso

	Name:	 	Joseph R. Caporaso
	Title:	 	SVP & Treasurer
	
	 CRAWFORD HEALTHCARE MANAGEMENT
 OF NORFOLK
AND BALTIMORE, INC.

	CRAWFORD S&R, INC.
		
	By:	 	 /s/ W. L. Beach

	Name:	 	W. L. Beach
	Title:	 	Vice President & Secretary


  

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 [Signature page to Crawford / Reaffirmation of Obligations 
 under Loan Documents dated as of December 21, 2007] 
  

			
	CRAWFORD & COMPANY OF ILLINOIS
		
	By:	 	 /s/ David Stouffer

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

	Name:	 	Ronald E. Smith
	Title:	 	President
	
	CRAWFORD & COMPANY EMPLOYMENT SERVICES, INC.
		
	By:	 	 /s/ Matt C. Wilkinson

	Name:	 	Matt C. Wilkinson
	Title:	 	President
	
	CRAWFORD & COMPANY OF CALIFORNIA
		
	By:	 	 /s/ Jeffrey Van Fleet

	Name:	 	Jeffrey Van Fleet
	Title:	 	President


  

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