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