AMENDMENT NO. 1 TO STOCK PURCHASE
AGREEMENT
This AMENDMENT NO.
1 TO STOCK PURCHASE AGREEMENT (this “ Agreement
”) is entered into as of the 31st day of October, 2006, by
and between Platinum Equity, LLC, a Delaware limited liability
company (“ Platinum ”), and Crawford &
Company, a Georgia corporation (“ Crawford ”
and, together, with Platinum, the “ Parties ”).
Capitalized terms used but not otherwise defined herein shall have
the meaning given to them in the Stock Purchase Agreement (as
defined below).
A. Platinum
and Crawford are parties to that certain Stock Purchase Agreement,
dated as of August 18, 2006 (the “ Stock Purchase
Agreement ”), pursuant to which, among other things,
Platinum has agreed to sell all of the outstanding shares of
capital stock of Broadspire Management Services, Inc. (the “
Company ”) to Crawford.
B. The
Parties desire to amend the Stock Purchase Agreement as provided
herein.
NOW, THEREFORE,
for good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties hereby agree as
follows:
1.
Amendment of Section 2.1 to the Stock Purchase
Agreement .
(a)
The Special Excluded Assets and the Special Excluded
Liabilities . The provisions of Section 2.1 of the Stock
Purchase Agreement notwithstanding, Platinum shall not be required
to, or to cause the Company and the Subsidiaries to, take any
action to (i) sell, assign, distribute or otherwise transfer
the Excluded Assets listed on Exhibit A hereto (the
“ Special Excluded Assets ”) to Platinum or to
an Affiliate of Platinum prior to the Closing or (ii) assign or
transfer to Platinum or an Affiliate of Platinum prior to the
Closing, or pay, extinguish or otherwise settle prior to the
Closing any of the Excluded Liabilities listed on Exhibit B
hereto (the “ Special Excluded Liabilities ”).
Notwithstanding the foregoing, (x) the Special Excluded Assets
shall continue to constitute “Excluded Assets” for all
purposes under the Stock Purchase Agreement, (y) the Special
Excluded Liabilities shall continue to constitute “Excluded
Liabilities” for all purposes under the Stock Purchase
Agreement and (z) all economic burdens and benefits resulting
from the Special Excluded Assets and Special Excluded Liabilities
shall be borne by and be for the benefit and for the account of
Platinum.
(b)
Conduct of the Special Proceedings . Platinum shall
(i) be responsible for the handling of all matters related to
the Special Excluded Assets and the Special Excluded Liabilities
(the “ Special Proceedings ”), (ii) bear
the fees and expenses of counsel engaged in each Special
Proceeding, and (iii) shall have the exclusive right to
control the payment, settlement, negotiation and other treatment of
each Special Proceeding; provided, however, that, to the extent
that any such settlement includes any agreement by Crawford, the
Company or any Subsidiary to take, or prohibits Crawford, the
Company or any Subsidiary from taking, any action that will not be
fully performed by Platinum or imposes any post-settlement
obligation on Crawford, the Company or any Subsidiary that will not
be fully satisfied by Platinum, then
Platinum may
not enter into such settlement without the prior written consent of
Crawford, such consent not to be unreasonably withheld, conditioned
or delayed. Platinum shall promptly pay on behalf of the Company or
any Subsidiary (or provide funds necessary to enable Crawford, the
Company or any Subsidiary to pay) any amounts required to be paid
by them in connection with any Special Proceeding, including but
not limited to amounts required as the result of a ruling in such
Special Proceeding or pursuant to any settlement or compromise
thereof (any such payment, a “ Disposition Payment
”); provided, however, that if, at the time any Disposition
Payment is required to be paid to a third party, any payment made
by Platinum to Crawford, the Company or any Subsidiary pursuant to
this sentence to enable Crawford, the Company or such Subsidiary to
make such Disposition Payment to such third party would be required
to be paid to Crawford’s lenders pursuant to the terms of
Crawford’s credit facility, then Platinum and Crawford agree
to take actions as are necessary such that Platinum shall pay such
Disposition Payment directly to such third party on behalf of the
Company or any Subsidiary; provided further that Crawford shall
give Platinum prompt written notice if at any time the situation
has arisen where any such Disposition Payment would be required to
be paid to Crawford’s lenders pursuant to the terms of
Crawford’s credit facility. In addition, Platinum shall
reimburse Crawford, the Company or any Subsidiary, as applicable,
for any reasonable costs and expenses incurred by Crawford, the
Company or such Subsidiary, as applicable, in connection with any
Special Proceeding. As further provided in Section 10.2(f) of
the Stock Purchase Agreement, Crawford and the other Purchaser
Indemnified Parties shall provide all reasonable support and
assistance to Platinum, its Affiliates and Representatives, as they
may reasonably request (including, without limitation, access to
personnel and information) in connection with any Special
Proceeding; provided , however , that
(x) Platinum shall reimburse any out-of-pocket expenses (but
no internal charges for Crawfor
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