FIFTH AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.1

Execution Copy

FIFTH AMENDMENT TO CREDIT AGREEMENT

     THIS FIFTH AMENDMENT TO CREDIT AGREEMENT dated as of October 27, 2009 (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 which have delivered signature pages in accordance herewith (the “ Consenting Lenders ”) and SUNTRUST BANK, 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 the Administrative Agent are parties to that certain Credit Agreement dated as of October 31, 2006 (as amended from time to time and in effect on the date hereof, the “ Credit Agreement ”); and

     WHEREAS, the Borrowers, the Consenting Lenders 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 set forth in Section 4 below, the parties hereto agree that the Credit Agreement is amended as follows:

     (a) The Credit Agreement is hereby amended by adding the following new defined terms to Section 1.1 thereof in appropriate alphabetic order:

     “ Additional Lender ” shall have the meaning given such term in Section 2.28(b) .

     “ Additional Revolving Commitment Amount ” shall have the meaning given such term in Section 2.28(a) .

     “ Additional Term Loan ” shall have the meaning given such term in Section 2.28(a) .

     “ Cash Collateralize ” shall mean, in respect of any obligations, to provide and pledge (as a first priority perfected security interest) cash collateral for such obligations in Dollars, with the Administrative Agent pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent (and “ Cash Collateralization ” has a corresponding meaning).

     “ Earnout Obligation Amount ” shall mean, as of any date of determination thereof:

     (a) $5,000,000, if the pro forma Leverage Ratio at the time of any proposed payment of Earnout Obligations pursuant to Section 7.5(a) (after giving effect to such proposed payment) is greater than 2.75 to 1.00;

     (b) $7,500,000, if the pro forma Leverage Ratio at the time of any proposed payment of Earnout Obligations pursuant to Section 7.5(a) (after giving effect to such proposed payment) is less than or equal to 2.75 to 1.00 but greater than 2.25 to 1.00; or

     (c) $12,000,000, if the pro forma Leverage Ratio at the time of any proposed payment of Earnout Obligations pursuant to Section 7.5(a) (after giving effect to such proposed payment) is less than or equal to 2.25 to 1.00.

     “ Existing Revolving Credit Termination Date ” shall mean the earlier of (i) October 30, 2011 and (ii) the date on which all amounts outstanding under this Agreement have been declared or have automatically become due and payable (whether by acceleration or otherwise).

     “ Extended Revolving Credit Termination Date ” shall mean the earlier of (i) October 30, 2013 and (ii) the date on which all amounts outstanding under this Agreement have been declared or have automatically become due and payable (whether by acceleration or otherwise).

     “ Extending Revolving Credit Lender ” means a Revolving Credit Lender with a Revolving Commitment that matures on the Extended Revolving Credit Termination Date, and its successors and assigns. The Extending Revolving Credit Lenders as of the Fifth Amendment Effective Date, together with the amount of their respective Revolving Commitments, are identified as such on Schedule II .

     “ Fifth Amendment ” shall mean that certain Fifth Amendment to Credit Agreement dated as of October 27, 2009 among the Borrowers, the Lenders party thereto and the Administrative Agent.

     “ Fifth Amendment Effective Date ” shall mean the date on which the Administrative Agent declares that the Fifth Amendment is effective pursuant to the terms thereof.

     “ Joint Venture Investment Amount ” shall mean, as of any date of determination thereof:

     (a) $5,000,000, if the pro forma Leverage Ratio at the time of any proposed Investment pursuant to Section 7.4(i) (after giving effect to such proposed Investment) is greater than 2.75 to 1.00;

     (b) $7,500,000, if the pro forma Leverage Ratio at the time of any proposed Investment pursuant to Section 7.4(i) (after giving effect to such proposed Investment) is less than or equal to 2.75 to 1.00 but greater than 2.25 to 1.00; or

     (c) $12,000,000, if the pro forma Leverage Ratio at the time of any proposed Investment pursuant to Section 7.4(i) (after giving effect to such proposed Investment) is less than or equal to 2.25 to 1.00.

     “ Lender Insolvency Event ” shall mean, with respect to a Revolving Credit Lender, that (i) such Lender or its Parent Company is insolvent, or is generally unable to pay its debts as they become due, or admits in writing its inability to pay its debts as they become due, or makes a general assignment for the benefit of its creditors, or (ii) such Lender or its Parent Company is the subject of a bankruptcy, insolvency, reorganization, liquidation or similar proceeding, or a receiver, trustee, conservator, custodian or the like has been appointed for such Lender or its Parent Company, or such Lender or its Parent Company has taken any action in furtherance of or indicating its consent to or acquiescence in any such proceeding or appointment, or (iii) such Lender or its Parent Company has been adjudicated as, or determined by any Governmental Authority having regulatory authority over such Person or its assets to be, insolvent; provided that, for the avoidance of doubt, a Lender Insolvency Event shall not be deemed to have occurred solely by virtue of the ownership or acquisition of any equity interest in or control of a Revolving Credit Lender or a Parent Company thereof by a Governmental Authority or an instrumentality thereof.

     “ Loan Increase Amendment ” has the meaning given such term in Section 2.28(c) .

     “ Non-Extending Revolving Credit Lender ” means a Revolving Credit Lender with a Revolving Commitment that matures on the Existing Revolving Credit Termination Date, and its successors and assigns. The Non-Extending Revolving Credit Lenders as of the Fifth Amendment Effective Date, together with the amount of their respective Revolving Commitments, are identified as such on Schedule II .

     “ Parent Company ” shall mean, with respect to a Lender, the bank holding company (as defined in Federal Reserve Board Regulation Y), if any, of such Lender, and/or any Person owning, beneficially or of record, directly or indirectly, a majority of the shares of such Lender.

     “ Potential Defaulting Lender ” shall mean, at any time, a Revolving Credit Lender (i) as to which the Administrative Agent has notified the Borrower that an event of the kind referred to in the definition of “Lender Insolvency Event” has occurred and is continuing in respect of any financial institution affiliate of such Lender, (ii) that has (or its Parent Company or a financial

institution affiliate thereof has) notified the Administrative Agent, or has stated publicly, that it will not comply with its funding obligations under any other loan agreement or credit agreement or other similar financing agreement, or (iii) that has, or whose Parent Company has, a non-investment grade rating from Moody’s or S&P or another nationally recognized rating agency.

     (b) Section 1.1 of the Credit Agreement is hereby amended by deleting the defined terms “Aggregate Revolving Commitments”, “Applicable Margin”, “Applicable Percentage”, “Capital Lease Obligations”, “Commitment”, “Consolidated Total Funded Debt”, “Debt Issuance”, “Defaulting Lender”, “Disqualified Stock”, “Excess Cash Flow”, “LC Commitment”, “LIBOR”, “Non-Defaulting Lender”, “Obligations”, “Permitted Acquisition Basket”, “Revolving Credit Lender”, “Revolving Credit Termination Date”, “Swingline Termination Date”, “Term Loan”, “Term Loan Lender”, “Term Loan Note” and “Working Capital” in their entireties and substituting in lieu thereof the following:

     “ Aggregate Revolving Commitments ” shall mean the sum of the Revolving Commitments of all Lenders at any time outstanding, as the same may be increased subject to the terms of Section 2.28 . On the Closing Date, the Aggregate Revolving Commitments equal $100,000,000.

     “ Applicable Margin ” shall mean

     (a) as of any date during the period from the Closing Date to but excluding the Fifth Amendment Effective Date with respect to:

     (i) all Revolving Loans outstanding on any date during such period and the Revolving LC Participation Fee with respect to any LC Exposure existing during such period, as the case may be, the percentage per annum determined by reference to the applicable Leverage Ratio in effect on such date as set forth on Section (a) of Schedule IA , as adjusted and otherwise determined from time to time in accordance with Section 2.16 ; and

     (ii) all Term Loans outstanding on any date during such period, the percentage per annum determined by reference to the applicable Leverage Ratio in effect on such date as set forth on Section (b) of Schedule IA , as adjusted and otherwise determined from time to time in accordance with Section 2.16 ;

     (b) as of any date from and after the Fifth Amendment Effective Date with respect to:

     (i) in the case of Non-Extending Revolving Credit Lenders, all Revolving Loans outstanding on any date from and after the Fifth Amendment Effective Date and the Revolving LC Participation Fee with respect to any LC Exposure existing on or after the Fifth Amendment

Effective Date, as the case may be, owing to such Non-Extending Revolving Credit Lender, the percentage per annum determined by reference to the applicable Leverage Ratio in effect on such date as set forth on Section (a) of Schedule IA , as adjusted and otherwise determined from time to time in accordance with Section 2.16 ;

     (ii) in the case of Extending Revolving Credit Lenders, all Revolving Loans outstanding on any date from and after the Fifth Amendment Effective Date and the Revolving LC Participation Fee with respect to any LC Exposure existing on or after the Fifth Amendment Effective Date, as the case may be, owing to such Extending Revolving Credit Lender, the percentage per annum determined by reference to the applicable Leverage Ratio in effect on such date as set forth on Schedule IB , as adjusted and otherwise determined from time to time in accordance with Section 2.16 ; and

     (iii) all Term Loans outstanding on any date from and after the Fifth Amendment Effective Date, the percentage per annum determined by reference to the applicable Leverage Ratio in effect on such date as set forth on Schedule IB , as adjusted and otherwise determined from time to time in accordance with Section 2.16 .”

     “ Applicable Percentage ” shall mean:

     (a) as of any date during the period from the Closing Date to but excluding the Fifth Amendment Effective Date, with respect to the commitment fee the percentage per annum determined by reference to the applicable Leverage Ratio in effect on such date as set forth on Section (a) of Schedule IA attached hereto, as adjusted and otherwise determined from time to time in accordance with Section 2.16 ;

     (b) as of any date from and after the Fifth Amendment Effective Date and in respect of Non-Extending Revolving Credit Lenders, with respect to the commitment fee the percentage per annum determined by reference to the applicable Leverage Ratio in effect on such date as set forth on Section (a) of Schedule IA attached hereto, as adjusted and otherwise determined from time to time in accordance with Section 2.16 ; and

     (c) as of any date from and after the Fifth Amendment Effective Date and in respect of Extending Revolving Credit Lenders, with respect to the commitment fee the percentage per annum determined by reference to the applicable Leverage Ratio in effect on such date as set forth on Schedule IB attached hereto, as adjusted and otherwise determined from time to time in accordance with Section 2.16 .

     “ Capital Lease Obligations ” of any Person shall mean all obligations of such Person to pay rent or other amounts under any lease (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP. At the election of Crawford upon written notice to the Administrative Agent (which election shall (i) be irrevocable, (ii) become effective upon the receipt of such notice by the Administrative Agent and (iii) be applied consistently to all provisions of this Agreement), and notwithstanding anything to the contrary in this definition or in Section 1.3 , any obligations of a Person under a lease (whether existing now or entered into in the future) that is not (or would not be) required to be classified and accounted for as a capital lease on a balance sheet of such Person under GAAP as in effect on the Fifth Amendment Effective Date shall not be treated as Capital Lease Obligations solely as a result of the adoption of changes in GAAP outlined by the Financial Accounting Standards Board in its press release dated March 19, 2009.

     “ Commitment ” shall mean, with respect to each Lender, such Lender’s Revolving Commitment, Term Loan Commitment and Swingline Commitment.

     “ Consolidated EBITDA ” shall mean, for the Consolidated Parties for any period, an amount equal to the sum of: (a) Consolidated Net Income for such period plus (b) without duplication and only to the extent deducted in determining Consolidated Net Income for such period, (i) Consolidated Interest Expense, (ii) income tax expense, (iii) depreciation and amortization, (iv) non-cash stock based compensation expense, (v) all other non-cash charges satisfactory to the Administrative Agent in its reasonable discretion (including (1) non-cash charges for such period taken for the impairment of goodwill in accordance with Statement of Financial Accounting Standards No. 142 “Goodwill and Other Intangible Assets” issued by the Financial Accounting Standards Board, but excluding (2) any non-cash charge that will result in a cash charge in a future period) and (vi) all fees and expenses actually paid in connection with the Fifth Amendment in an aggregate amount not to exceed $4,000,000; provided that the “Consolidated EBITDA” of the Target for (x) each of the fiscal quarters ended March 31, 2006, June 30, 2006 and September 30, 2006 shall be deemed to be $4,226,000; (y) the month of October, 2006, shall be deemed to be $1,408,666; and (z) the months of November and December, 2006, shall be, without duplication, the actual Consolidated EBITDA of the Target and its Subsidiaries for such months.

     “ Consolidated Total Funded Debt ” shall mean, at any time, all then outstanding Indebtedness of the Consolidated Parties on a consolidated basis including, without limitation, all Obligations under the Loan Documents but excluding (i) Indebtedness arising under any performance or surety bond issued in the ordinary course of business and consistent with past practices and (ii)

Indebtedness arising under any Hedging Agreement (including any Guarantee thereof).

     “ Debt Issuance ” shall mean any sale or issuance of Indebtedness by a Consolidated Party other than those permitted pursuant to Section 7.1 ; provided, however , notwithstanding the foregoing, that the sale or issuance of Indebtedness pursuant to Section 7.1(l) shall nevertheless be deemed to be a “Debt Issuance”.

     “ Defaulting Lender ” shall mean, at any time, a Revolving Credit Lender as to which the Administrative Agent has notified the Borrower that, (i) such Lender has failed for three or more Business Days to comply with its obligations under this Agreement to make a Loan and/or make a payment to the Issuing Bank in respect of a Letter of Credit or to the Swingline Lender in respect of a Swingline Loan (each a “ funding obligation ”), (ii) such Lender has notified the Administrative Agent, or has stated publicly, that it will not comply with any funding obligation hereunder, or has defaulted on, its obligation to fund generally under any other loan agreement, credit agreement or other financing agreement, (iii) such Lender has failed for three or more Business Days to confirm in writing to the Administrative Agent in response to the Administrative Agent’s written request that such Lender will comply with its funding obligations hereunder, or (iv) a Lender Insolvency Event has occurred and is continuing with respect to such Lender. To the extent that any Lender is a Defaulting Lender, such Defaulting Lender and all of its Revolving Commitments and Revolving Credit Exposure shall be excluded for purposes of determining Required Lenders.

     “ Disqualified Stock ” shall mean that portion of any Equity Interest which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder thereof), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the sole option of the holder thereof, in any case, on or prior to the 91st day after the later of the Term Loan Maturity Date and the Extended Revolving Credit Termination Date.

     “ Excess Cash Flow ” shall mean, for any fiscal year of Crawford, based on the audited financial statements for such fiscal year required to be provided under Section 5.1(a) , the remainder, if any, without duplication, of (a) the sum of: (i) Consolidated EBITDA for such fiscal year plus (ii) the net decrease in Working Capital of Crawford and its Subsidiaries during such fiscal year minus (b) the sum of the following (without duplication): (i) Unfinanced Capital Expenditures made by Crawford and its Subsidiaries during such fiscal year; (ii) cash payments of federal, state, local and foreign income tax, franchise taxes, state single business unitary and similar taxes imposed in lieu of income tax made by Crawford and its Subsidiaries during such fiscal year; (iii) the aggregate Consolidated Interest Expense paid in cash by Crawford and its Subsidiaries during such fiscal year; (iv) scheduled repayments of principal in respect of

Indebtedness (for purposes of this definition, ‘principal’ shall include the principal component of payments for such period in respect of Capitalized Lease Obligations) paid during such fiscal year; (v) voluntary prepayments applied to the Term Loan during such fiscal year and any repurchases and cancellation of Term Loans by the Borrowers in accordance with Section 2.13(c) (determined by reference to the face amount of the Term Loans repurchased and cancelled); (vi) an amount equal to the aggregate gain on Asset Sales during such period to the extent (x) included in arriving at such Consolidated EBITDA and (y) the Net Cash Sale Proceeds of such Asset Sales are applied to the prepayment of Loans in accordance with Section 2.13(b)(v) during such period; provided , that , the immediately preceding clause (y) shall not apply to sale proceeds received by Crawford in respect of the sale of Crawford’s corporate headquarters located at 5620 Glenridge Drive, Atlanta, Georgia; (vii) the net increase in Working Capital of Crawford and its Subsidiaries during such fiscal year; (viii) cash payments made after the Fifth Amendment Effective Date by Crawford and its Subsidiaries in respect of Permitted Acquisitions (but excluding Permitted Acquisitions (or the portion thereof) financed with the proceeds of equity issued by a Consolidated Party or Indebtedness) and (ix) cash payments made after the Fifth Amendment Effective Date by Crawford and its Subsidiaries in respect of Investments permitted by Section 7.4.(i).

     “ LC Commitment ” shall mean that portion of the Aggregate Revolving Commitments that may be used by the Borrowers for the issuance of Letters of Credit in an aggregate stated amount not to exceed the lesser of (x) $50,000,000 and (y) the aggregate amount of Revolving Commitments held by Extending Revolving Credit Lenders; provided, however , that the LC Commitment shall (a) be automatically reduced on a percentage basis equal to the percentage by which the Aggregate Revolving Commitments have been permanently reduced (except as may be reduced on Existing Revolving Credit Termination Date) from time to time in accordance with this Agreement and (b) be automatically increased on a percentage basis equal to the percentage by which the Aggregate Revolving Commitments have been increased from time to time in accordance with this Agreement.

     “ LIBOR ” shall mean a rate of interest per annum equal to the greater of: (a) the rate of interest determined on the basis of the rate for deposits in Dollars or applicable Foreign Currency deposits, as the case may be, in minimum amounts of at least the Dollar Equivalent of $1,000,000 for a period equal to the applicable Interest Period which appears for Dollar deposits and for Foreign Currency deposits, respectively, on Reuters Screen LIBOR01 (or any successor page) at approximately 11:00 a.m. (London time), two (2) Business Days prior to the first day of the applicable Interest Period (rounded upward, if necessary, to the nearest one-hundredth of one percent (1/100%)); if, for any reason, such rate does not appear on Reuters Screen LIBOR01 (or any successor page), then LIBOR shall be determined by the Administrative Agent to be the arithmetic average (rounded upward, if necessary, to the nearest one-hundredth of one percent (1/100%)) of

the rate per annum at which deposits in Dollars or the applicable Foreign Currency would be offered by first class banks in the London interbank market to the Administrative Agent at approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of the applicable Interest Period for a period equal to such Interest Period and in an amount substantially equal to the amount of the applicable Loan; and (b) two percent (2%).

     “ Non-Defaulting Lender ” shall mean and include each Lender other than a Defaulting Lender or a Potential Defaulting Lender.

      “ Obligations ” shall mean all amounts owing by the Borrowers to the Administrative Agent, the Issuing Bank or any Lender (including the Swingline Lender) pursuant to or in connection with this Agreement or any other Loan Document, including without limitation, all principal, interest (including any interest accruing after the filing of any petition in bankruptcy or the commencement of any insolvency, reorganization or like proceeding relating to either Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), all reimbursement obligations, fees, expenses, indemnification and reimbursement payments, costs and expenses (including all actual and reasonable fees and expenses of counsel to the Administrative Agent and any Lender (including the Swingline Lender) incurred pursuant to this Agreement or any other Loan Document), whether direct or indirect, absolute or contingent, liquidated or unliquidated, now existing or hereafter arising hereunder or thereunder, together with all renewals, extensions, modifications or refinancings thereof. Without limiting the foregoing, the term “Obligations” shall include any and all obligations or liabilities with respect to Hedging Agreements entered into by the Borrowers or their Subsidiaries with a Lender or an Affiliate of a Lender and the obligations and liabilities arising pursuant to such Hedging Agreement shall constitute “Obligations” or “Secured Obligations,” as the case may be, entitled to the benefits of the Liens granted under the Security Documents; provided that if any such Lender ceases to be a Lender hereunder, “Obligations” and “Secured Obligations,” as the case may be, shall include only obligations and liabilities of such Lender (or Affiliate thereof) arising from or in connection with any Hedging Agreement entered into at a time when such Lender was a Lender hereunder.

     “ Permitted Acquisition Basket ” shall mean, as of any date of determination thereof:

     (a) $12,500,000, if the pro forma Leverage Ratio at the time of any proposed Acquisition (after giving effect to such proposed Acquisition) is greater than 2.75 to 1.00;

     (b) $20,000,000, if the pro forma Leverage Ratio at the time of any proposed Acquisition (after giving effect to such proposed Acquisition) is less than or equal to 2.75 to 1.00 but greater than 2.25 to 1.00;

     (c) $30,000,000, if the pro forma Leverage Ratio at the time of any proposed Acquisition (after giving effect to such proposed Acquisition) is less than or equal to 2.25 to 1.00;

minus , in any case, the aggregate amount of Investments made under Section 7.4(i) during the 12-month period preceding the date of determination.

     “ Revolving Credit Lender ” shall mean each Extending Revolving Credit Lender, each Non-Extending Revolving Credit Lender and each Additional Lender providing a Revolving Commitment pursuant to a Loan Increase Amendment.

     “ Revolving Credit Termination Date ” shall mean (a) with respect to each Extending Revolving Credit Lender, the Extended Revolving Credit Termination Date and (b) with respect to each Non-Extending Revolving Credit Lender, the Existing Revolving Credit Termination Date.

     “ Swingline Termination Date ” shall mean the date that is five (5) Business Days prior to the Extended Revolving Credit Termination Date.

     “ Term Loan ” shall mean each loan made by the Term Loan Lenders to the Borrowers on the Closing Date pursuant to Section 2.1 of this Agreement and each Additional Term Loan made pursuant to Section 2.28 .

     “ Term Loan Lender ” shall mean, as of the Closing Date, each Lender with a Term Loan Commitment, and thereafter, each Lender holding an outstanding Term Loan (including, without limitation, each Additional Lender that has made Additional Term Loans pursuant to a Loan Increase Amendment).

     “ Term Loan Note ” shall mean a promissory note of the Borrowers payable to the order of a requesting Term Loan Lender in the principal amount of such Term Loan Lender’s Term Loan Commitment and/or in the principal amount of such Lender’s Additional Term Loans, in substantially the form of Exhibit F .

     “ Working Capital ” shall mean, on any date, without duplication, the difference of (a) all assets (other than cash and cash equivalents) which, in accordance with GAAP, would be included as current assets on Crawford’s consolidated balance sheet at such date as current assets, excluding deferred taxes and taxes receivable, in each case, to the extent included in “current assets” minus (b) without duplication, the sum of (i) all amounts which, in accordance with GAAP, would be included as current liabilities (other than the current portion of long term debt) on Crawford’s consolidated balance sheet at such date, excluding deferred taxes, taxes payable and deferred revenue related to client advances for out-of-pocket expenses of The Garden City Group, Inc., in each case, to the extent

included as “current liabilities” minus (ii) the principal amount of Revolving Loans outstanding as of any date of determination.

     (c) Section 1.1 of the Credit Agreement is hereby amended by deleting clause (iv) of the definition of “Interest Period” in its entirety and substituting in lieu thereof the following:

     “(iv) no Interest Period may extend beyond (A) the Existing Revolving Credit Termination Date with respect to Revolving Loans made prior to the Existing Revolving Credit Termination Date, (B) the Extended Revolving Credit Termination Date with respect to Revolving Loans made on or after the Existing Revolving Credit Termination Date, (C) the Term Loan Maturity Date with respect to Term Loans, or (D) the Swingline Termination Date with respect to Swingline Loans.”

     (d) Section 1.1 of the Credit Agreement is hereby amended by deleting the defined term “Lender Default” in its entirety.

     (e) The Credit Agreement is amended by replacing each reference to the term “Capitalized Lease Obligation” with the term “Capital Lease Obligation”.

     (f) Section 1.3 of the Credit Agreement is hereby amended by adding the following sentence to the end of such Section:

“Notwithstanding the foregoing, all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under Statement of Financial Accounting Standards 159 (or any similar accounting principle) permitting a Person to value its financial liabilities at the fair value thereof.”

     (g) Section 2.1 of the Credit Agreement is amended by deleting the first sentence of such Section in its entirety and substituting in lieu thereof the following:

“Subject to the terms and conditions set forth herein, each Term Loan Lender severally and not jointly agrees to make available to the Borrowers (x) on the Closing Date, a Term Loan in an aggregate amount not to exceed such Lender’s Term Loan Commitment and (y) on the effective date of any Loan Increase Amendment to which it is a party, an Additional Term Loan in the aggregate amount not to exceed the amount set forth in such Loan Increase Amendment.”

     (h) Section 2.7 of the Credit Agreement is amended by deleting clause (b) of such Section in its entirety and substituting in lieu thereof the following:

     “(b) On the Closing Date, each of the Term Loan Lenders will make available to the Administrative Agent, at the Administrative Agent’s Office, in immediately available funds, the amount of such Term Loan Lender’s Term Loan Commitment and, on the effective date of any Loan Increase Amendment, each

Term Loan Lender agreeing to make an Additional Term Loan pursuant such Loan Increase Amendment shall make available to the Administrative Agent at the Administrative Agent’s Office in immediately available funds, the amount of such Additional Term Loan. Upon receipt from each Term Loan Lender of such amount, and upon satisfaction of the conditions set forth in Section 3.1 and, as applicable, Section 3.2 , the Administrative Agent will make available to the Borrowers the aggregate amount of such Term Loans made available to the Administrative Agent by the applicable Term Loan Lenders. The failure or refusal of any Term Loan Lender to make available to the Administrative Agent at the aforesaid time and place on the Closing Date the amount of its Term Loan Commitment shall not relieve any other Lender from its several obligation hereunder to make available to the Administrative Agent the amount of such other Lender’s Term Loan Commitment. Likewise, the failure of any Term Loan Lender to make available to the Administrative Agent any Additional Term Loan on the effective date of any Loan Increase Amendment shall not relieve any other Term Loan Lender party to such Loan Increase Amendment to make available such other Term Loan Lender’s Additional Term Loan.”

     (i) Section 2.9 of the Credit Agreement is amended by deleting clause (a) of such Section in its entirety and substituting in lieu thereof the following:

     “(a) Unless previously terminated, all Revolving Commitments of the Non-Extending Revolving Credit Lenders shall terminate on the Existing Revolving Credit Termination Date and all Revolving Commitments of the Extending Revolving Credit Lenders shall terminate on the Extended Revolving Credit Termination Date.”

     (j) Section 2.10 of the Credit Agreement is amended by deleting clause (a) of such Section in its entirety and substituting in lieu thereof the following:

     “(a) The outstanding principal amount of all Revolving Loans owing to the Non-Extending Revolving Credit Lenders shall be due and payable (together with accrued and unpaid interest thereon) on the Existing Revolving Credit Termination Date and the outstanding principal amount of all Revolving Loans owing to the Extending Revolving Credit Lenders shall be due and payable (together with accrued and unpaid interest thereon) on the Extended Revolving Credit Termination Date; provided , however , the outstanding principal amount of all LIBO Rate Loans denominated in a Foreign Currency shall be due and payable (together with accrued and unpaid interest thereon) on the last day of the Interest Period (unless such LIBO Rate Loans denominated in Foreign Currency are continued in the same Foreign Currency in accordance with Section 2.8 ).”

     (k) Section 2.10 of the Credit Agreement is amended by deleting clause (d) of such Section in its entirety and substituting in lieu thereof the following:

     “(d) The aggregate outstanding principal amount of the Term Loans shall be payable in twenty-eight (28) equal quarterly installments of $525,000 (or such larger amount with respect to such Additional Term Loans as the Administrative Agent, the Term Loan Lenders making Additional Term Loans and the Borrowers may determine in connection with any Loan Increase Amendment) on the last day of each March, June, September and December (or if such date is not a Business Day, then on the following Business Day) with the first payment due on December 31, 2006, and one final installment of all outstanding principal and accrued and unpaid interest on the Term Loan Maturity Date.”

     (l) Section 2.13(b) of the Credit Agreement is amended by deleting the clause immediately following clause (iii) of such Section and immediately before clause (iv) of such Section and substituting in lieu thereof the following:

“the Borrowers shall cause such Consolidated Party to pay to the Administrative Agent for the respective accounts of the Lenders an amount equal to (i) one hundred percent (100%) of such Net Cash Sale Proceeds in excess of $1,000,000 received by any Consolidated Party, (ii) one hundred percent (100%) of such Net Cash Equity Issuance Proceeds, (iii) one hundred percent (100%) of such Net Cash Debt Issuance Proceeds (other than proceeds arising from the sale or issuance of Indebtedness pursuant to Section 7.1(l) ); (iv) fifty percent (50%) of such Net Cash Debt Issuance Proceeds arising from the sale or issuance of Indebtedness pursuant to