REVOLVING CREDIT AGREEMENT

Revolving Credit Agreement

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CRAWFORD & COMPANY | CRAWFORD & COMPANY INTERNATIONAL, INC.

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Title: REVOLVING CREDIT AGREEMENT
Governing Law: New York Date: 3/15/2005
Industry: Insurance (Miscellaneous) Sector: Financial

REVOLVING CREDIT AGREEMENT, Parties: crawford & company , crawford & company international inc.

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Exhibit 10.11

REVOLVING CREDIT AGREEMENT

DATED AS OF SEPTEMBER 30, 2003

AMONG

CRAWFORD & COMPANY

AND

CRAWFORD & COMPANY INTERNATIONAL, INC.

AS BORROWERS

THE LENDERS FROM TIME TO TIME PARTY HERETO

AND

BANK OF AMERICA, N.A.

AS SYNDICATION AGENT

AND

SUNTRUST BANK

AS ADMINISTRATIVE AGENT

================================================================================

SUNTRUST ROBINSON HUMPHREY

(A DIVISION OF SUNTRUST CAPITAL MARKETS, INC.)

AS LEAD ARRANGER

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TABLE OF CONTENTS

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PAGE

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ARTICLE I. DEFINITIONS; CONSTRUCTION............................... 1

SECTION 1.1. DEFINITIONS............................................. 1

SECTION 1.2. CLASSIFICATIONS OF LOANS AND BORROWINGS................. 21

SECTION 1.3. ACCOUNTING TERMS AND DETERMINATION...................... 22

SECTION 1.4. TERMS GENERALLY; RULES OF INTERPRETATION................ 22

ARTICLE II. AMOUNT AND TERMS OF THE COMMITMENTS..................... 23

SECTION 2.1. GENERAL DESCRIPTION OF FACILITIES....................... 23

SECTION 2.2. REVOLVING LOANS......................................... 23

SECTION 2.3. PROCEDURE FOR REVOLVING BORROWINGS...................... 23

SECTION 2.4. SWINGLINE COMMITMENT.................................... 24

SECTION 2.5. PROCEDURE FOR SWINGLINE BORROWING; ETC.................. 24

SECTION 2.6. MULTI-CURRENCY OPTIONS.................................. 25

SECTION 2.7. EUROPEAN ECONOMIC AND MONETARY UNION.................... 28

SECTION 2.8. [RESERVED].............................................. 30

SECTION 2.9. FUNDING OF BORROWINGS................................... 30

SECTION 2.10. INTEREST ELECTIONS; CONVERSIONS; CONTINUATIONS.......... 31

SECTION 2.11. TERMINATION OF COMMITMENTS.............................. 32

SECTION 2.12. REPAYMENT OF LOANS...................................... 32

SECTION 2.13. EVIDENCE OF INDEBTEDNESS................................ 33

SECTION 2.14. OPTIONAL AND MANDATORY PREPAYMENTS...................... 33

SECTION 2.15. INTEREST ON LOANS....................................... 34

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SECTION 2.16. FEES.................................................... 35

SECTION 2.17. EFFECTIVE DATE FOR ADJUSTMENT TO APPLICABLE PERCENTAGE

AND APPLICABLE MARGIN................................ 36

SECTION 2.18. COMPUTATION OF INTEREST AND FEES........................ 36

SECTION 2.19. INABILITY TO DETERMINE INTEREST RATES................... 36

SECTION 2.20. ILLEGALITY.............................................. 37

SECTION 2.21. INCREASED COSTS......................................... 37

SECTION 2.22. FUNDING INDEMNITY....................................... 39

SECTION 2.23. TAXES................................................... 39

SECTION 2.24. PAYMENTS GENERALLY; PRO RATA TREATMENT; SHARING OF

SET-OFFS............................................. 42

SECTION 2.25. MITIGATION OF OBLIGATIONS; REPLACEMENT OF LENDERS....... 43

SECTION 2.26. LETTERS OF CREDIT....................................... 44

SECTION 2.27. BORROWERS' REPRESENTATIVE............................... 48

SECTION 2.28. JOINT AND SEVERAL LIABILITY............................. 49

ARTICLE III. CONDITIONS PRECEDENT TO LOANS AND LETTERS OF CREDIT..... 50

SECTION 3.1. CONDITIONS TO EFFECTIVENESS............................. 50

SECTION 3.2. EACH CREDIT EVENT....................................... 52

SECTION 3.3. DELIVERY OF DOCUMENTS................................... 53

ARTICLE IV. REPRESENTATIONS AND WARRANTIES.......................... 53

SECTION 4.1. EXISTENCE; POWER........................................ 53

SECTION 4.2. ORGANIZATIONAL POWER; AUTHORIZATION..................... 53

SECTION 4.3. GOVERNMENTAL AND THIRD PARTY APPROVALS; NO CONFLICTS.... 54

SECTION 4.4. FINANCIAL STATEMENTS.................................... 54

SECTION 4.5. LITIGATION AND ENVIRONMENTAL MATTERS.................... 54

SECTION 4.6. COMPLIANCE WITH LAWS AND AGREEMENTS..................... 55

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SECTION 4.7. INVESTMENT COMPANY ACT, ETC............................. 55

SECTION 4.8. TAXES................................................... 55

SECTION 4.9. MARGIN REGULATIONS...................................... 55

SECTION 4.10. ERISA................................................... 55

SECTION 4.11. OWNERSHIP OF PROPERTY................................... 56

SECTION 4.12. DISCLOSURE.............................................. 56

SECTION 4.13. LABOR RELATIONS......................................... 56

SECTION 4.14. SUBSIDIARIES............................................ 56

SECTION 4.15. SOLVENCY................................................ 56

SECTION 4.16. INDEBTEDNESS AT FUNDING DATE............................ 56

SECTION 4.17. DORMANT COMPANIES....................................... 57

SECTION 4.18. NOTE PURCHASE AGREEMENT................................. 57

ARTICLE V. AFFIRMATIVE COVENANTS................................... 57

SECTION 5.1. FINANCIAL STATEMENTS AND OTHER INFORMATION.............. 57

SECTION 5.2 NOTICES OF MATERIAL EVENTS.............................. 59

SECTION 5.3. EXISTENCE............................................... 59

SECTION 5.4. COMPLIANCE WITH LAWS, ETC............................... 59

SECTION 5.5. PAYMENT OF OBLIGATIONS.................................. 60

SECTION 5.6. BOOKS AND RECORDS....................................... 60

SECTION 5.7. VISITATION, INSPECTION, ETC............................. 60

SECTION 5.8. MAINTENANCE OF PROPERTIES; INSURANCE.................... 60

SECTION 5.9. USE OF PROCEEDS AND LETTERS OF CREDIT................... 60

SECTION 5.10. ADDITIONAL SUBSIDIARIES; DORMANT COMPANIES.............. 61

SECTION 5.11. AMENDMENT TO PRIVATE PLACEMENT LOAN DOCUMENTS........... 62

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iii

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SECTION 5.12. POST CLOSING REQUIREMENTS............................... 63

ARTICLE VI FINANCIAL COVENANTS..................................... 63

SECTION 6.1. LEVERAGE RATIO.......................................... 63

SECTION 6.2. FIXED CHARGE COVERAGE RATIO............................. 64

SECTION 6.3. MINIMUM NET WORTH....................................... 64

ARTICLE VII NEGATIVE COVENANTS...................................... 64

SECTION 7.1. INDEBTEDNESS............................................ 65

SECTION 7.2. NEGATIVE PLEDGE......................................... 66

SECTION 7.3. FUNDAMENTAL CHANGES; LINE OF BUSINESS................... 66

SECTION 7.4. INVESTMENTS, LOANS, ACQUISITIONS, ETC................... 67

SECTION 7.5. RESTRICTED PAYMENTS..................................... 68

SECTION 7.6. SALE OF ASSETS.......................................... 69

SECTION 7.7. TRANSACTIONS WITH AFFILIATES............................ 69

SECTION 7.8. RESTRICTIVE AGREEMENTS.................................. 70

SECTION 7.9. SALE AND LEASEBACK TRANSACTIONS......................... 70

SECTION 7.10. HEDGING AGREEMENTS...................................... 70

SECTION 7.11. AMENDMENT TO ORGANIZATIONAL DOCUMENTS................... 70

SECTION 7.12. ACCOUNTING CHANGES; CHANGE OF FISCAL YEAR............... 71

SECTION 7.13. MINIMUM CASH............................................ 71

SECTION 7.14. NO LIMITATION ON PREPAYMENTS OR AMENDMENTS TO LOAN

DOCUMENTS............................................ 71

ARTICLE VIII EVENTS OF DEFAULT....................................... 71

SECTION 8.1. EVENTS OF DEFAULT....................................... 71

ARTICLE IX THE ADMINISTRATIVE AGENT................................ 74

SECTION 9.1. APPOINTMENT OF ADMINISTRATIVE AGENT..................... 74

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SECTION 9.2. NATURE OF DUTIES OF ADMINISTRATIVE AGENT................ 74

SECTION 9.3. LACK OF RELIANCE ON THE ADMINISTRATIVE AGENT............ 75

SECTION 9.4. CERTAIN RIGHTS OF THE ADMINISTRATIVE AGENT.............. 75

SECTION 9.5. RELIANCE BY ADMINISTRATIVE AGENT........................ 75

SECTION 9.6. THE ADMINISTRATIVE AGENT IN ITS INDIVIDUAL CAPACITY..... 76

SECTION 9.7. SUCCESSOR ADMINISTRATIVE AGENT.......................... 76

ARTICLE X MISCELLANEOUS........................................... 77

SECTION 10.1. NOTICES................................................. 77

SECTION 10.2. WAIVER; AMENDMENTS...................................... 78

SECTION 10.3. EXPENSES; INDEMNIFICATION............................... 79

SECTION 10.4. SUCCESSORS AND ASSIGNS.................................. 80

SECTION 10.5. GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF

PROCESS.............................................. 83

SECTION 10.6. WAIVER OF JURY TRIAL.................................... 84

SECTION 10.7. RIGHT OF SETOFF......................................... 84

SECTION 10.8. COUNTERPARTS; INTEGRATION............................... 84

SECTION 10.9. SURVIVAL................................................ 84

SECTION 10.10. SEVERABILITY............................................ 85

SECTION 10.12. INTEREST RATE LIMITATION................................ 85

SECTION 10.12. CONFIDENTIALITY......................................... 85

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Schedules

Schedule I -- Applicable Margin and Applicable Percentage

Schedule II -- Investment Guidelines of Crawford

Schedule 1.1 -- Foreign Currency Payment Accounts

Schedule 4.5(a) -- Litigation

Schedule 4.5(b) -- Environmental Matters

Schedule 4.14 -- Subsidiaries

Schedule 4.16 -- Indebtedness

Schedule 4.17 -- dormant Companies

Schedule 7.1 -- Funding Date Indebtedness

Schedule 7.2 -- Existing Liens

Schedule 7.4 -- Existing Investments

Schedule 7.8 -- Restrictive Agreements

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Exhibits

Exhibit A -- Form of Assignment and Acceptance

Exhibit B -- Form of Pledge Agreement

Exhibit C -- Form of Revolving Credit Note

Exhibit D -- Form of Subsidiary Guaranty Agreement

Exhibit E -- Form of Swingline Note

Exhibit F -- Form of Opinion of Counsel to Loan Parties

Exhibit 2.3 -- Notice of Revolving Borrowing

Exhibit 2.5 -- Notice of Swingline Borrowing

Exhibit 2.10 -- Form of Continuation/Conversion

Exhibit 2.21 -- Mandatory Costs Rate

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REVOLVING CREDIT AGREEMENT

THIS REVOLVING CREDIT AGREEMENT (this "Agreement") is made and entered

into as of September 30, 2003 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 hereto

(the "Lenders"), BANK OF AMERICA, N.A., as Syndication Agent, and SUNTRUST BANK,

in its capacity as Administrative Agent for the Lenders (the "Administrative

Agent").

WITNESSETH:

WHEREAS, the Borrowers have requested that the Lenders establish a

$70,000,000 revolving credit facility in favor of the Borrowers; and

WHEREAS, to the extent of their respective Commitments and on a

several (and not joint) basis, the Lenders are willing to establish the

requested revolving credit facility on the terms and conditions herein.

NOW, THEREFORE, in consideration of the premises and the mutual

covenants herein contained, the Borrowers, the Lenders and the Administrative

Agent agree as follows:

ARTICLE I

DEFINITIONS; CONSTRUCTION

SECTION 1.1. DEFINITIONS. In addition to the other terms defined

herein, the following terms used herein shall have the meanings herein specified

(to be equally applicable to both the singular and plural forms of the terms

defined):

"ACQUISITION" shall mean any acquisition, whether by stock or other

equity purchase, asset purchase, merger, consolidation or otherwise of a Person,

all or substantially all of the assets of a Person or a business line or

division of a Person.

"ADJUSTED LIBOR" shall mean, with respect to each Interest Period for

a Eurocurrency Borrowing, the rate per annum obtained by multiplying (i) LIBOR

for such Interest Period by (ii) the Statutory Reserve Rate.

"ADMINISTRATIVE AGENT" shall have the meaning assigned to such term in

the opening paragraph hereof.

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"ADMINISTRATIVE QUESTIONNAIRE" shall mean, with respect to each

Lender, an administrative questionnaire in the form provided by the

Administrative Agent and submitted to the Administrative Agent duly completed by

such Lender.

"AFFILIATE" shall mean, as to any Person, any other Person that

directly, or indirectly through one or more intermediaries, Controls, is

Controlled by, or is under common Control with, such Person.

"ALTERNATE LENDING OFFICE" means as to each Lender, such office,

branch, affiliate or correspondent of such Lender as such Lender may from time

to time designate by notice to Borrowers and the Administrative Agent as such

Lender's office for making or receiving payments of Revolving Loans denominated

in a Foreign Currency.

"AGGREGATE REVOLVING COMMITMENTS" shall mean the sum of the Revolving

Commitments of all Lenders at any time outstanding. On the Closing Date, the

Aggregate Revolving Commitments equal $70,000,000.

"APPLICABLE LENDING OFFICE" shall mean, for each Lender and for each

Type of Loan, the "Lending Office" of such Lender (or an Affiliate of such

Lender) designated for such Type of Loan in the Administrative Questionnaire

submitted by such Lender or such other office of such Lender (or an Affiliate of

such Lender) as such Lender may from time to time specify to the Administrative

Agent and the Borrower as the office by which its Loans of such Type are to be

made and maintained.

"APPLICABLE MARGIN" shall mean, as of any date, with respect to all

Eurocurrency Loans outstanding on any date, the percentage per annum determined

by reference to the applicable Leverage Ratio in effect on such date as set

forth on Schedule I attached hereto, as adjusted and otherwise determined from

time to time in accordance with Section 2.17.

"APPLICABLE PERCENTAGE" shall mean, at any date, with respect to the

commitment fee or the letter of credit fee, 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 Schedule I attached hereto, as adjusted and otherwise

determined from time to time in accordance with Section 2.17.

"APPLICABLE PLEDGE AMOUNT" shall mean, in respect of the amount of

capital stock or other equity interest of any Foreign Subsidiary to be pledged

to the Administrative Agent, for the benefit of the Lenders, pursuant to a

Pledge Agreement, the lesser of (i) 65% of all outstanding capital stock or

other equity interest of such Foreign Subsidiary and (ii) the total amount of

all outstanding capital stock or other equity interest of such Foreign

Subsidiary owned by the Borrowers and their other Subsidiaries.

"ASSIGNMENT AND ACCEPTANCE" shall mean an assignment and acceptance

entered into by a Lender and an assignee (with the consent of any party whose

consent is required by Section 10.4(b)) and accepted by the Administrative

Agent, in the form of Exhibit A attached hereto or any other form approved by

the Administrative Agent.

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"AVAILABILITY PERIOD" shall mean the period from the Funding Date to

the Commitment Termination Date.

"BASE RATE" shall mean the higher of (i) the per annum rate which the

Administrative Agent publicly announces from time to time to be its prime

lending rate, as in effect from time to time, and (ii) the Federal Funds Rate,

as in effect from time to time, plus one-half of one percent (0.50%). The

Administrative Agent's prime lending rate is a reference rate and does not

necessarily represent the lowest or best rate charged to customers. The

Administrative Agent may make commercial loans or other loans at rates of

interest at, above or below the Administrative Agent's prime lending rate. Each

change in the Base Rate hereunder shall be effective on the effective date of

any change in the Administrative Agent's prime lending rate.

"BORROWER" and "BORROWERS" shall have the meanings given such terms in

the introductory paragraph hereof.

"BORROWING" shall mean a borrowing consisting of (i) Loans of the same

Class and Type, made, converted or continued on the same date and in the case of

Eurocurrency Loans, as to which a single Interest Period is in effect, or (ii) a

Swingline Loan.

"BUSINESS DAY" shall mean any day other than a Saturday or Sunday or

other day on which banks are not authorized or required to close in Atlanta,

Georgia or New York, New York and, if the applicable Business Day relates to the

advance or continuation of, conversion into, or payment on a Eurocurrency

Borrowing (i) in a currency other than Euros, on which banks are dealing in

Dollar or any Foreign Currency (other than Euros) deposits, as applicable, in

the applicable interbank eurocurrency market in London, England, and in the

country of issue of the currency of such Eurocurrency Borrowing, and (ii) in

Euros, on which the TARGET payment system is open for the settlement of payments

in Euros.

"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.

"CHANGE IN CONTROL" shall mean the occurrence of one or more of the

following events: (a) any sale, lease, exchange or other transfer (in a single

transaction or a series of related transactions) of all or substantially all of

the assets of Crawford to any Person or "group" (within the meaning of the

Securities Exchange Act of 1934, as amended, and the rules of the Securities and

Exchange Commission from time to time issued thereunder)(collectively, the

"Exchange Act"), (b) the acquisition of ownership, directly or indirectly,

beneficially or of record, by any Person or "group" (as defined immediately

above) of 30% or more of the outstanding shares of the voting stock of Crawford;

International; or (d) occupation of a majority of the seats (other than vacant

seats) on the board of

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directors of Crawford by persons who were neither (i) nominated by the then

current board of directors or (ii) appointed by directors so nominated.

"CHANGE IN LAW" shall mean (i) the adoption of any applicable law,

rule or regulation after the date of this Agreement, (ii) any change in any

applicable law, rule or regulation, or any change in the interpretation or

application thereof, by any Governmental Authority after the date of this

Agreement, or (iii) compliance by any Lender (or its Applicable Lending Office)

or the Issuing Bank (or for purposes of Section 2.21(b), by such Lender's or the

Issuing Bank's holding company, if applicable) with any request, guideline or

directive (whether or not having the force of law) of any Governmental Authority

made or issued after the date of this Agreement.

"CLASS", when used in reference to any Loan or Borrowing, refers to

whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans

or Swingline Loans and when used in reference to any Commitment, refers to

whether such Commitment is a Revolving Commitment or a Swingline Commitment.

"CLOSING DATE" shall mean October 10, 2003.

"CODE" shall mean the Internal Revenue Code of 1986, as amended and in

effect from time to time.

"COMMITMENT" shall mean a Revolving Commitment or a Swingline

Commitment or any combination thereof (as the context shall permit or require).

"COMMITMENT TERMINATION DATE" shall mean the earliest of (i) October

9, 2006 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).

"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-recurring charges not to exceed $10,000,000 in an aggregate amount during

the Availability Period relating to the settlement of claims described on

Schedule 4.5(a) and (iv) all other non-cash charges satisfactory to the

Administrative Agent in its reasonable discretion (including 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) minus (c)

all software costs capitalized during such period (other than software purchased

or acquired from software vendors), in each case determined on a consolidated

basis in accordance with GAAP for such period.

"CONSOLIDATED EBITR" 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) Consolidated Lease Expense, (iv)

non-

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recurring charges not to exceed $10,000,000 in an aggregate amount during

the Availability Period relating to the settlement of litigation pending as of

the Closing Date and (iv) all other non-cash charges satisfactory to the

Administrative Agent in its reasonable discretion (including 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) minus (c)

all software costs capitalized during such period (other than software purchased

or acquired from software vendors), in each case determined on a consolidated

basis in accordance with GAAP for such period.

"CONSOLIDATED FIXED CHARGES" shall mean, for the Consolidated Parties

for any period, the sum of: (a) Consolidated Interest Expense for such period

and (b) Consolidated Lease Expense for such period.

"CONSOLIDATED INTEREST EXPENSE" shall mean, for the Consolidated

Parties for any period determined on a consolidated basis in accordance with

GAAP, the sum of (i) total cash interest expense, including without limitation

the interest component of any payments in respect of Capital Lease Obligations

capitalized or expensed during such period (whether or not actually paid during

such period) plus (ii) the net amount payable (or minus the net amount

receivable) under Hedging Agreements during such period (whether or not actually

paid or received during such period).

"CONSOLIDATED LEASE EXPENSE" shall mean, for any period, the aggregate

amount of fixed and contingent rentals payable by the Consolidated Parties with

respect to leases of real and/or personal property (excluding Capital Lease

Obligations) determined on a consolidated basis in accordance with GAAP for such

period.

"CONSOLIDATED NET INCOME" shall mean, for any period, the net income

(or loss) of the Consolidated Parties for such period determined on a

consolidated basis in accordance with GAAP, but excluding therefrom (to the

extent otherwise included therein): (i) any extraordinary gains or losses, (ii)

any gains attributable to write-ups of assets, (iii) any equity interest of any

Consolidated Party in the unremitted earnings of any Person that is not a

Subsidiary, (iv) any income (or loss) of any Person accrued prior to the date

such Person becomes a Subsidiary or is merged into or consolidated with Crawford

or any Subsidiary or the date that such Person's assets are acquired by Crawford

or any such Subsidiary and (v) any income of any Subsidiary which is not a

Subsidiary Loan Party to the extent the payment of such income in the form of

dividends or other distributions to either Crawford or any Subsidiary is then

prohibited, whether on account of restrictions in such Subsidiary's

organizational documents or restrictions in any agreement, document, contract,

deed or other instrument applicable to such Subsidiary.

"CONSOLIDATED PARTIES" shall mean, at any time, Crawford and each

Consolidated Subsidiary of Crawford.

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"CONSOLIDATED SUBSIDIARY" shall mean, at any date, any Person that, in

accordance with GAAP, would or should be consolidated in Crawford's consolidated

financial statements on such date.

"CONSOLIDATED TOTAL ASSETS" shall mean, at any time, the total assets

of Crawford and its Subsidiaries, determined on a consolidated basis, in

accordance with GAAP.

"CONSOLIDATED TOTAL FUNDED DEBT" shall mean, at any time, all then

outstanding obligations, liabilities and indebtedness of the Consolidated

Parties on a consolidated basis of the types described in the definition of

Indebtedness, including, without limitation, all Obligations under the Loan

Documents.

"CONTROL" shall mean the power, directly or indirectly, either to (i)

vote 10% or more of securities having ordinary voting power for the election of

directors (or persons performing similar functions) of a Person or (ii) direct

or cause the direction of the management and policies of a Person, whether

through the ability to exercise voting power, by contract or otherwise. The

terms "CONTROLLING", "CONTROLLED BY", and "UNDER COMMON CONTROL WITH" have

meanings correlative thereto.

"CURRENCY CALCULATION DATE" means (a) each date of delivery of a

Notice of Revolving Borrowing in accordance with Section 2.3, (b) the date of

any required conversion of Eurocurrency Loans pursuant to Section 2.10(c) and

calculate the Dollar Equivalent of a Revolving Loan denominated in a Foreign

Currency, other than on a Currency Calculation Date as set forth in clause (a)

of this definition.

"CRAWFORD" shall have the meaning set forth in the introductory

paragraph hereof.

"DEFAULT" shall mean any condition or event that, with the giving of

notice or the lapse of time or both, would constitute an Event of Default.

"DEFAULTING LENDER" shall mean any Lender with respect to which a

Lender Default is in effect.

"DOLLAR(S)" and the sign "$" shall mean lawful money of the United

States of America.

"DOLLAR EQUIVALENT" of any amount expressed in an Foreign Currency,

means the equivalent amount of Dollars as of the most recent date on which

Administrative Agent in its judgment determines to make a foreign exchange

calculation, after giving effect to a conversion of such amount of such Foreign

Currency to Dollars at the buy spot rate quoted for wholesale transactions by

Administrative Agent at approximately 11:00 a.m. on any Currency Calculation

Date in accordance with its normal practice.

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"DORMANT COMPANY" means each of the Subsidiaries of the Borrowers

specifically designated as "dormant" on Schedule 4.14 hereto.

"EMU" means the economic and monetary union as contemplated in the

Treaty on European Union.

"EMU LEGISLATION" shall mean the legislative measures of the European

Union for the introduction of, changeover to or operation of the Euro in one or

more member states.

"ENVIRONMENTAL LAWS" shall mean all laws, rules, regulations, codes,

ordinances, orders, decrees, judgments, injunctions, notices or binding

agreements issued, promulgated or entered into by or with any Governmental

Authority, relating in any way to the environment, preservation or reclamation

of natural resources, the management, Release or threatened Release of any

Hazardous Material or to health and safety matters.

"ENVIRONMENTAL LIABILITY" shall mean any liability, contingent or

otherwise (including any liability for damages, costs of environmental

investigation and remediation, costs of administrative oversight, fines, natural

resource damages, penalties or indemnities), of either Borrower or any

Subsidiary directly or indirectly resulting from or based upon (a) any actual or

alleged violation of any Environmental Law, (b) the generation, use, handling,

transportation, storage, treatment or disposal of any Hazardous Materials, (c)

any actual or alleged exposure to any Hazardous Materials, (d) the Release or

threatened Release of any Hazardous Materials or (e) any contract, agreement or

other consensual arrangement pursuant to which liability is assumed or imposed

with respect to any of the foregoing.

"EQUITY OFFERING" means an underwritten public offering of any capital

stock of Crawford, or any debt security convertible into or exchangeable for

capital stock of Crawford (whether conditionally or unconditionally convertible

or exchangeable or convertible currently or in the future), or any debt security

issued with a warrant or other instrument conferring upon its owner the right to

purchase capital stock of Crawford, in each case pursuant to an effective

registration statement filed with the Securities and Exchange Commission in

accordance with the Securities Act of 1933, as amended. In no event shall an

Equity Offering include any issuances of stock and stock options to employees

and directors of Crawford or its Subsidiaries.

"ERISA" shall mean the Employee Retirement Income Security Act of

1974, as amended from time to time, and any successor statute.

"ERISA AFFILIATE" shall mean any trade or business (whether or not

incorporated), which, together with either Borrower, is treated as a single

employer under Section 414(b) or (c) of the Code or, solely for the purposes of

Section 302 of ERISA and Section 412 of the Code, is treated as a single

employer under Section 414 of the Code.

"ERISA EVENT" shall mean (a) any "reportable event", as defined in

Section 4043 of ERISA or the regulations issued thereunder with respect to a

Plan (other than an event for which the 30-day notice period is waived); (b) the

existence with respect to any Plan of an "accumulated

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funding deficiency" (as defined in Section 412 of the Code or Section 302 of

ERISA), whether or not waived; (c) the filing pursuant to Section 412(d) of the

Code or Section 303 of ERISA of an application for a waiver of the minimum

funding standard with respect to any Plan; (d) the incurrence by either Borrower

or any of its ERISA Affiliates of any liability under Title IV of ERISA with

respect to the termination of any Plan; (e) the receipt by either Borrower or

any ERISA Affiliate from the PBGC or a plan administrator appointed by the PBGC

of any notice relating to an intention to terminate any Plan or Plans or to

appoint a trustee to administer any Plan; (f) the incurrence by either Borrower

or any of its ERISA Affiliates of any liability with respect to the withdrawal

or partial withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by

either Borrower or any ERISA Affiliate of any notice, or the receipt by any

Multiemployer Plan from either Borrower or any ERISA Affiliate of any notice,

concerning the imposition of Withdrawal Liability or a determination that a

Multiemployer Plan is, or is expected to be, insolvent or in reorganization,

within the meaning of Title IV of ERISA.

"EURO" or "E" shall mean the single currency of the European Union as

constituted by the Treaty on European Union and as referred to in the EMU

Legislation for the introduction of, changeover to or operation of the Euro in

one or more member states.

"EUROCURRENCY" when used in reference to any Loan or Borrowing, refers

to whether such Loan, or the Loans comprising such Borrowing, bears interest at

a rate determined by reference to the Adjusted LIBOR and the Applicable Margin.

"EVENT OF DEFAULT" shall have the meaning provided in Article VIII.

"EXCHANGE ACT" shall have the meaning provided in the defined term

"Change of Control.

"EXCLUDED TAXES" shall mean with respect to the Administrative Agent,

any Lender, the Issuing Bank or any other recipient of any payment to be made by

or on account of any obligation of the Borrowers hereunder, (a) income or

franchise taxes imposed on (or measured by) its net income by the United States

of America, or by the jurisdiction under the laws of which such recipient is

organized or in which any of its offices is located or, in the case of any

Lender, in which its applicable lending office is located, (b) any branch

profits taxes imposed by the United States of America or any similar tax imposed

by any other jurisdiction in which either Borrower is located and (c) in the

case of a Foreign Lender, any withholding tax that is imposed on amounts payable

to such Foreign Lender at the time such Foreign Lender becomes a party to this

Agreement (or designates a new lending office) or is attributable to such

Foreign Lender's failure to comply with Section 2.23(e), except to the extent

that such Foreign Lender (or its assignor, if any) was entitled, at the time of

designation of a new lending office (or assignment), to receive additional

amounts from a Borrower with respect to such withholding tax pursuant to Section

2.23(a).

"EXISTING LENDERS" means each of SunTrust Bank and Citibank, N.A.

"FEDERAL FUNDS RATE" shall mean, for any day, the rate per annum

(rounded upwards, if necessary, to the next 1/100th of 1%) equal to the weighted

average of the rates on overnight

<PAGE>

Federal funds transactions with member banks of the Federal Reserve System

arranged by Federal funds brokers, as published by the Federal Reserve Bank of

New York on the next succeeding Business Day or if such rate is not so published

for any Business Day, the Federal Funds Rate for such day shall be the average

rounded upwards, if necessary, to the next 1/100th of 1% of the quotations for

such day on such transactions received by the Administrative Agent from three

Federal funds brokers of recognized standing selected by the Administrative

Agent.

"FIXED CHARGE COVERAGE RATIO" shall mean, for any period of four

consecutive fiscal quarters of Crawford, the ratio of (a) Consolidated EBITR for

such period to (b) Consolidated Fixed Charges for such period.

"FOREIGN CURRENCY" shall mean, individually and collectively, as the

context requires, (i) Euros, (ii) the lawful currency of each of the following

countries, provided that such currencies are not deemed unavailable to a Lender

as a result of any of the circumstances relevant to such Lender as set forth in

Sections 2.19, 2.20 or 2.21 (subject to the Borrowers' right to replace any such

affected Lender under Section 2.25): Canada, Japan, Norway, Australia, United

Kingdom of Great Britain, Northern Ireland, Switzerland, New Zealand, Mexico,

Singapore and South Africa and (iii) any other currencies that are freely

transferable and convertible into US Dollars; provided, however, that no such

currency under this clause (iii) shall be included as a Foreign Currency

hereunder, or included in a Notice of Revolving Borrowing, unless (x) the

Borrowers have first submitted a request to the Administrative Agent and the

Lenders that it be so included, and (y) the Administrative Agent and the

Lenders, in their sole discretion, have agreed to such request.

"FOREIGN CURRENCY PAYMENT ACCOUNTS" shall mean those bank accounts

specified on Schedule 1.1 for receipt of payments in Foreign Currencies, both

from the Lenders in accordance with Section 2.9(a) and the Borrowers in

accordance with Section 2.24(a), or such other bank accounts as may hereafter be

specified by the Administrative Agent in writing to the Borrowers and the

Lenders as being the applicable bank accounts for receipt of payments in such

currencies.

"FOREIGN CURRENCY SUBLIMIT" shall mean $55,000,000, as such amount may

be reduced from time to time pursuant to the terms of this Agreement.

"FOREIGN LENDER" shall mean any Lender that is organized under the

laws of a jurisdiction other than that of the Borrowers. For purposes of this

definition, the United States of America or any political subdivision thereof

shall constitute one jurisdiction.

"FOREIGN SUBSIDIARY" shall mean any direct or indirect Subsidiary of

Crawford that is organized under the laws of a jurisdiction other than the

United States of America or any political subdivision thereof.

"FUNDING DATE" shall mean the first day on which all of the conditions

precedent set forth in Section 3.1 and Section 3.2 have been satisfied or waived

in accordance with Section 10.2.

"GAAP" shall mean generally accepted accounting principles in the

United States applied on a consistent basis and subject to the terms of Section

1.3.

<PAGE>

"GOVERNMENTAL AUTHORITY" shall mean the government of the United

States of America, any other foreign country or nation or any political

subdivision thereof, whether state or local, and any agency, authority,

instrumentality, regulatory body, court, central bank or other entity exercising

executive, legislative, judicial, taxing, regulatory or administrative powers or

functions of or pertaining to government (whether foreign or domestic).

"GUARANTEE" of or by any Person (the "GUARANTOR") shall mean any

legally binding obligation, contingent or otherwise, of the guarantor

guaranteeing or having the economic effect of guaranteeing any Indebtedness or

other obligation of any other Person (the "PRIMARY OBLIGOR") in any manner,

whether directly or indirectly and including any obligation, direct or indirect,

of the guarantor (a) to purchase or pay (or advance or supply funds for the

purchase or payment of) such Indebtedness or other obligation or to purchase (or

to advance or supply funds for the purchase of) any security for the payment

thereof, (b) to purchase or lease property, securities or services for the

purpose of assuring the owner of such Indebtedness or other obligation of the

payment thereof, (c) to maintain working capital, equity capital or any other

financial statement condition or liquidity of the primary obligor so as to

enable the primary obligor to pay such Indebtedness or other obligation or (d)

as an account party in respect of any letter of credit or letter of guaranty

issued in support of such Indebtedness or obligation; provided, that the term

"Guarantee" shall not include endorsements for collection or deposits in the

ordinary course of business. The amount of any Guarantee shall be deemed to be

an amount equal to the stated or determinable amount of the primary obligation

in respect of which Guarantee is made or, if not so stated or determinable, the

maximum reasonably anticipated liability in respect thereof (assuming such

Person is required to perform thereunder) as determined by such Person in good

faith. The term "Guarantee" used as a verb has a corresponding meaning.

"HAZARDOUS MATERIALS" means all explosive or radioactive substances or

wastes and all hazardous or toxic substances, wastes or other pollutants,

including petroleum or petroleum distillates, asbestos or asbestos containing

materials, polychlorinated biphenyls, radon gas, infectious or medical wastes

and all other substances or wastes of any nature regulated pursuant to any

Environmental Law.

"HEDGING AGREEMENTS" shall mean interest rate swap, cap or collar

agreements, interest rate future or option contracts, currency swap agreements,

currency future or option contracts, commodity agreements and other similar

agreements or arrangements designed to protect against fluctuations in interest

rates, currency values, stock values or commodity values.

"INDEBTEDNESS" of any Person shall mean, without duplication: (i)

obligations of such Person for borrowed money, (ii) obligations of such Person

evidenced by bonds, debentures, notes or other similar instruments, (iii)

obligations of such Person in respect of the deferred purchase price of property

or services (other than trade payables incurred in the ordinary course of

business on terms customary in the trade), (iv) obligations of such Person under

any conditional sale or other title retention agreement(s) relating to property

acquired by such Person, (v) Capital Lease Obligations of such Person, (vi)

obligations, contingent or otherwise, of such Person in respect of letters of

credit, acceptances or similar extensions of credit, (vii) guaranties by such

Person of the type of

<PAGE>

indebtedness described in clauses (i) through (v) immediately above, (viii) all

indebtedness or other obligations of another Person secured by any Lien on

property owned by such Person, whether or not such indebtedness or obligations

have been assumed by such Person, (ix) all obligations of such Person,

contingent or otherwise, to purchase, redeem, retire or otherwise acquire for

value any capital stock or other security of such Person, (x) off-balance sheet

liability retained in connection with asset securitization programs, Synthetic

Leases, sale and leaseback transactions or other similar obligations arising

with respect to any other transaction which is the functional equivalent of or

takes the place of borrowing but which does not constitute a liability on the

consolidated balance sheet of such Person and its Subsidiaries, and (xi)

obligations under any Hedging Agreement or foreign exchange agreement. For

purposes of determining Indebtedness under clause (xi) the obligations of either

Borrower or any Subsidiary in respect to any Hedging Agreement or foreign

exchange agreement at any time shall be the maximum aggregate amount (giving

effect to any netting agreements) that such Borrower or such Subsidiary would be

required to pay if such Hedging Agreement or foreign exchange agreement were

terminated at such time.

"INDEMNIFIED TAXES" shall mean Taxes imposed upon any payment made by

either Borrower or any other Loan Party to any Lender under any Loan Document

other than Excluded Taxes.

"INTEREST PERIOD" shall mean (i) with respect to any Eurocurrency

Borrowing, a period of one, two, three or six months and (ii) with respect to a

Swingline Loan, a period of such duration not to exceed 7 days, as Crawford may

request and the Swingline Lender may agree in accordance with Section 2.5;

provided, that:

(i) the initial Interest Period for such Borrowing shall commence on

the date of such Borrowing (including the date of any conversion from a

Borrowing of another Type) and each Interest Period occurring thereafter in

respect of such Borrowing shall commence on the day on which the next

preceding Interest Period expires;

(ii) if any Interest Period would otherwise end on a day other than a

Business Day, such Interest Period shall be extended to the next succeeding

Business Day, unless, in the case of a Eurocurrency Borrowing, such

Business Day falls in another calendar month, in which case such Interest

Period would end on the next preceding Business Day;

(iii) any Interest Period in respect of a Eurocurrency Borrowing which

begins on the last Business Day of a calendar month or on a day for which

there is no numerically corresponding day in the calendar month at the end

of such Interest Period shall end on the last Business Day of such calendar

month; and

(iv) no Interest Period may extend beyond the Commitment Termination

Date or the Swingline Termination Date, as the case may be.

"INVESTMENT" shall have the meaning given such term in Section 7.4.

<PAGE>

"ISSUING BANK" shall mean SunTrust Bank, in its capacity as an issuer

of Letters of Credit pursuant to Section 2.26, and its successors and assigns in

such capacity.

"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 $15,000,000.

"LC DISBURSEMENT" shall mean a payment made by the Issuing Bank

pursuant to a Letter of Credit.

"LC DOCUMENTS" shall mean the Letters of Credit and all applications,

agreements and instruments relating to the Letters of Credit.

"LC EXPOSURE" shall mean, at any time, the sum of (i) the aggregate

undrawn amount of all outstanding Letters of Credit at such time, plus (ii) the

aggregate amount of all LC Disbursements that have not been reimbursed by or on

behalf of the Borrowers at such time. The LC Exposure of any Lender shall be its

Pro Rata Share of the total LC Exposure at such time.

"LENDERS" shall have the meaning assigned to such term in the opening

paragraph of this Agreement and shall include, where appropriate, the Swingline

Lender.

"LENDER DEFAULT" shall mean (a) the failure (which has not been cured)

of any Lender to make available its portion of any Borrowing or to fund its

portion of any unreimbursed payment under Section 2.26 or (b) a Lender having

notified the Administrative Agent and/or the Borrowers that it does not intend

to comply with the obligations under Sections 2.2, 2.5 and 2.26.

"LETTER OF CREDIT" shall mean any standby letter of credit issued

pursuant to Section 2.26 by the Issuing Bank for the account of a Borrower

pursuant to the LC Commitment.

"LEVERAGE RATIO" shall mean, as of any date of determination, the

ratio of (i) Consolidated Total Funded Debt as of such date to (ii) Consolidated

EBITDA for the four fiscal quarters ending on or most recently preceding the

date of determination.

"LIBOR" means the rate of interest per annum 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 $100,000 for a period equal to

the applicable Interest Period which appears for Dollar deposits and for Foreign

Currency deposits, respectively, on the Dow Jones Markets page 3750 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 Dow Jones Markets page 3750, 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

<PAGE>

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.

"LIEN" shall mean any mortgage, pledge, security interest, lien

(statutory or otherwise), charge, encumbrance, hypothecation, assignment,

deposit arrangement, or other arrangement having the practical effect of the

foregoing or any preference, priority or other security agreement or

preferential arrangement of any kind or nature whatsoever (including any

conditional sale or other title retention agreement and any capital lease having

the same economic effect as any of the foregoing).

"LIQUIDATION CURRENCY" shall have the meaning assigned to such term in

Section 2.6(d).

"LOAN DOCUMENTS" shall mean, collectively, this Agreement, the Notes,

the LC Documents, all Notices of Borrowing, the Subsidiary Guaranty Agreement,

the Pledge Agreement required to be entered into pursuant to the terms hereof,

the Sharing Agreement, and any and all other instruments, agreements, documents

and writings executed in connection with any of the foregoing.

"LOAN PARTIES" shall mean the Borrowers and the Subsidiary Loan

Parties.

"LOANS" shall mean all Revolving Loans and Swingline Loans in the

aggregate or any of them, as the context shall require.

"MANDATORY COSTS RATE" shall have the meaning set forth in Section

2.21.

"MARGIN REGULATIONS" shall mean Regulation T, Regulation U and

Regulation X of the Board of Governors of the Federal Reserve System, as the

same may be in effect from time to time.

"MATERIAL ADVERSE EFFECT" shall mean, with respect to any event, act,

condition or occurrence of whatever nature (including any adverse determination

in any litigation, arbitration, or governmental investigation or proceeding),

whether singly or in conjunction with any other event or events, act or acts,

condition or conditions, occurrence or occurrences whether or not related, a

material adverse change in, or a material adverse effect on, (i) the business,

results of operations, financial condition, affairs, properties, assets or

liabilities of the Consolidated Parties taken as a whole, (ii) the ability of

either Borrower or any Subsidiary Loan Party to perform any of their respective

obligations under the Loan Documents, (iii) the rights and remedies of the

Administrative Agent, the Issuing Bank and/or the Lenders under any of the Loan

Documents or (iv) the legality, validity or enforceability of any of the Loan

Documents.

"MOODY'S" shall mean Moody's Investors Service, Inc.

"MULTIEMPLOYER PLAN" shall have the meaning set forth in Section

4001(a)(3) of ERISA.

<PAGE>

"NATIONAL CURRENCY UNIT" means the unit of currency (other than a

Euro) of a Participating Member State

"NET PROCEEDS" means the aggregate cash proceeds received by Crawford

in respect of any Equity Offering, net of the direct costs relating to such

Equity Offering (including, without limitation, legal, accounting and investment

banking fees, printing, sales and distribution costs and expenses, and sales

commissions).

"NET WORTH" shall mean, as of any date, the total shareholders' equity

of the Consolidated Parties that would be reflected on Crawford's consolidated

balance sheet as of such date prepared in accordance with GAAP.

"NON-DEFAULTING LENDER" shall mean and include each Lender other than

a Defaulting Lender.

"NON-INTERNATIONAL OWNED FOREIGN SUBSIDIARY" shall have the meaning as

set forth in Section 5.10.

"NOTES" shall mean, collectively, the Revolving Credit Notes and the

Swingline Note.

"NOTE PURCHASE AGREEMENT" shall mean that certain Note Purchase

Agreement dated as of September 30, 2003 among the Borrowers and the Purchasers

listed on Schedule A attached thereto, as amended, restated, supplemented or

otherwise modified from time to time.

"NOTICES OF BORROWING" shall mean, collectively, the Notices of

Revolving Borrowing and the Notices of Swingline Borrowing.

"NOTICE OF CONVERSION/CONTINUATION" shall mean the notice given by the

Borrowers to the Administrative Agent in respect of the conversion or

continuation of an outstanding Borrowing as provided in Section 2.10(b) hereof.

"NOTICE OF REVOLVING BORROWING" shall have the meaning as set forth in

Section 2.3.

"NOTICE OF SWINGLINE BORROWING" shall have the meaning as set forth in

Section 2.5.

"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

<PAGE>

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.

"OTHER TAXES" shall mean any and all present or future stamp or

documentary taxes or any other excise or property taxes, charges or similar

levies arising from the execution, delivery or enforcement of this Agreement or

any other Loan Document.

"PARTICIPANT" shall have the meaning set forth in Section 10.4(c).

"PARTICIPATING MEMBER STATE" means each state so described in any EMU

Legislation.

"PAYMENT OFFICE" shall mean the office of the Administrative Agent

located at 303 Peachtree Street, N.E., 25th Floor, Atlanta, Georgia 30308, or

such other location as to which the Administrative Agent shall have given

written notice to the Borrowers and the other Lenders.

"PAYOFF LETTER" means a letter, in form and substance reasonably

satisfactory to the Administrative Agent, from all Existing Lenders, notifying

the Administrative Agent and the Borrowers of the amount necessary to repay in

full all of the obligations of the Borrowers to the Existing Lenders and

committing to terminate and release any and all Liens existing in favor of the

Existing Lenders in the properties and assets of the Borrowers or any

Subsidiary.

"PBGC" shall mean the Pension Benefit Guaranty Corporation referred to

and defined in ERISA, and any successor entity performing similar functions.

"PERMITTED ACQUISITIONS" shall mean any Acquisition so long as (a) at

the time of such Acquisition, no Default or Event of Default is in existence,

(b) such acquisition has been approved or recommended by the board of directors

of the Person being acquired and (c) the Total Acquisition Consideration of such

Acquisition, when aggregated with the Total Acquisition Consideration of all

Acquisitions consummated by Crawford and the Consolidated Subsidiaries during

the preceding 12 month period does not exceed the Permitted Acquisition Basket.

"PERMITTED ACQUISITION BASKET" shall mean $15,000,000 minus the

aggregate amount of Investments made under Section 7.4(i) during the 12 month

period preceding the date of determination.

"PERMITTED ENCUMBRANCES" shall mean:

(i) Liens imposed by law for taxes not yet due or which are being

contested in good faith by appropriate proceedings and with respect to

which adequate reserves are being maintained in accordance with GAAP;

(ii) statutory Liens of landlords and Liens of carriers, warehousemen,

mechanics, materialmen and other Liens imposed by law created in the

ordinary course of business for

<PAGE>

amounts not yet due or which are being contested in good faith by

appropriate proceedings and with respect to which adequate reserves are

being maintained in accordance with GAAP;

(iii) pledges and deposits made in the ordinary course of business in

compliance with workers' compensation, unemployment insurance and other

social security laws or regulations;

(iv) deposits to secure the performance of bids, trade contracts,

leases, statutory obligations, surety and appeal bonds, performance bonds

and other obligations of a like nature, in each case in the ordinary course

of business;

(v) judgment and attachment liens not giving rise to an Event of

Default or Liens created by or existing from any litigation or legal

proceeding that are currently being contested in good faith by appropriate

proceedings and with respect to which adequate reserves are being

maintained in accordance with GAAP;

(vi) easements, zoning restrictions, rights-of-way and similar

encumbrances on real property imposed by law or arising in the ordinary

course of business that do not secure any monetary obligations and do not

materially detract from the value of the affected property or materially

interfere with the ordinary conduct of business of Crawford and its

Subsidiaries taken as a whole; and

(vii) Liens created under any Pledge Agreement;

provided, that the term "Permitted Encumbrances" shall not include any Lien

securing Indebtedness (except for clause vii above).

"PERMITTED INVESTMENTS" shall mean:

(i) direct obligations of, or obligations the principal of and

interest on which are unconditionally guaranteed by, the United States (or

by any agency thereof to the extent such obligations are backed by the full

faith and credit of the United States), in each case maturing within one

year from the date of acquisition thereof;

(ii) commercial paper having the highest rating, at the time of

acquisition thereof, of S&P or Moody's and in either case maturing within

12 months from the date of acquisition thereof;

(iii) certificates of deposit, bankers' acceptances and time deposits

maturing within 360 days of the date of acquisition thereof issued or

guaranteed by or placed with, and money market deposit accounts issued or

offered by, any domestic office of any commercial bank organized under the

laws of the United States or any state thereof which has a combined capital

and surplus and undivided profits of not less than $500,000,000;

<PAGE>

(iv) fully collateralized repurchase agreements with a term of not

more than 30 days for securities described in clause (i) above and entered

into with a financial institution satisfying the criteria described in

clause (iii) above;

(v) mutual funds investing solely in any one or more of the Permitted

Investments described in clauses (i) through (iv) above; and

(vi) any Investment made pursuant to, and in accordance with, the

"Investment Guidelines" of Crawford set forth on Schedule II hereto.

"PERSON" shall mean any individual, partnership, firm, corporation,

association, joint venture, limited liability company, trust or other entity, or

any Governmental Authority.

"PLAN" means any employee pension benefit plan (other than a

Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section

412 of the Code or Section 302 of ERISA, and in respect of which either Borrower

or any ERISA Affiliate is (or, if such plan were terminated, would under Section

4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of

ERISA.

"PLEDGE AGREEMENT" shall mean a Pledge Agreement in favor of SunTrust

Bank, as Collateral Agent, for the benefit of the Lenders and the Institutional

Creditors (as defined therein), in substantially the form of Exhibit B, or such

other forms as may be required by the Collateral Agent to properly perfect its

interests under the laws of the applicable jurisdiction of a Non-International

Owned Foreign Subsidiary.

"PRIVATE PLACEMENT INDEBTEDNESS" shall mean the Indebtedness of the

Obligors (as defined in the Note Purchase Agreement) owing to the "holders" (as

defined in the Note Purchase Agreement) from time to time under the Note

Purchase Agreement.

"PRIVATE PLACEMENT LOAN DOCUMENTS" shall mean the documents and

instruments evidencing the Private Placement Indebtedness, including, without

limitation: (i) the Note Purchase Agreement and (ii) all other agreements,

instruments and other documents executed and delivered in connection with the

Note Purchase Agreement.

"PRO RATA SHARE" shall mean, with respect to any Lender at any time, a

percentage, the numerator of which shall be the sum of such Lender's Revolving

Commitment and the denominator of which shall be the sum of all Lenders'

Revolving Commitments; or if the Revolving Commitments have been terminated or

expired or if the Loans have been declared to be due and payable, a percentage,

the numerator of which shall be such Lender's Revolving Credit Exposure and the

denominator of which shall be the aggregate Revolving Credit Exposure of all

Lenders.

"REGULATION D" shall mean Regulation D of the Board of Governors of

the Federal Reserve System, as the same may be in effect from time to time, and

any successor regulations.

<PAGE>

"RELATED PARTIES" shall mean, with respect to any specified Person,

such Person's Affiliates and the respective directors, officers, employees,

agents and advisors of such Person and such Person's Affiliates.

"RELEASE" means any release, spill, emission, leaking, dumping,

injection, pouring, deposit, disposal, discharge, dispersal, leaching or

migration into the environment (including ambient air, surface water,

groundwater, land surface or subsurface strata) or within any building,

structure, facility or fixture.

"REQUIRED LENDERS" shall mean, at any time, Non-Defaulting Lenders

holding 51% or more of the aggregate outstanding Revolving Credit Exposures of

all Non-Defaulting Lenders at such time or if the Non-Defaulting Lenders have no

Revolving Credit Exposure outstanding, then Non-Defaulting Lenders holding 51%

or more of the Aggregate Revolving Commitments of all Non-Defaulting Lenders.

"RESPONSIBLE OFFICER" shall mean any of the president, the chief

executive officer, the chief operating officer, the chief financial officer, the

treasurer, controller or a vice president in the finance division of Crawford or

such other representative of Crawford as may be designated in writing by any one

of the foregoing with the consent of the Administrative Agent; and, with respect

to the financial covenants only, the chief financial officer or the treasurer of

Crawford.

"RESTRICTED INVESTMENT" shall mean Investments in joint ventures and

in Subsidiaries that are not Consolidated Subsidiaries.

"RESTRICTED PAYMENT" shall have the meaning set forth in Section 7.5.

"REVOLVING COMMITMENT" shall mean, with respect to each Lender, the

obligation of such Lender to make Revolving Loans to the Borrowers and to

participate in Letters of Credit and Swingline Loans in an aggregate principal

amount not exceeding the amount set forth with respect to such Lender on the

signature pages to this Agreement, or in the case of a Person becoming a Lender

after the Closing Date, the amount of the assigned "Revolving Commitment" as

provided in the Assignment and Acceptance Agreement executed by such Person as

an assignee, as the same may be changed pursuant to the terms hereof.

"REVOLVING CREDIT EXPOSURE" shall mean, with respect to any Lender at

any time, the sum at such time, without duplication, of (i) the Dollar

Equivalent of the outstanding principal amount of such Lender's Revolving Loans,

(ii) the Dollar Equivalent of such Lender's LC Exposure and (iii) the Dollar

Equivalent of such Lender's Swingline Exposure.

"REVOLVING CREDIT NOTE" shall mean a promissory note of the Borrowers

payable to the order of a requesting Lender in the principal amount of such

Lender's Revolving Commitment, in substantially the form of Exhibit C.

<PAGE>

"REVOLVING LOAN" shall mean a loan made by a Lender (other than the

Swingline Lender) to the Borrowers under its Revolving Commitment, which may be

either a Base Rate Loan or a Eurocurrency Loan.

"S&P" shall mean Standard & Poor's.

"SHARING AGREEMENT" shall mean that certain Collateral Sharing

Agreement of even date herewith among SunTrust Bank, as Collateral Agent, the

Lenders, the "Institutional Creditors" party thereto and each of the Borrowers.

"SOLVENT" means, with respect to each Borrower as of a particular

date, (i) such Borrower is able to pay its debts and other liabilities,

contingent obligations and other commitments as they mature in the normal course

of business, (ii) such Borrower does not intend to, and does not believe that it

will, incur debts or liabilities beyond such Borrower's ability to pay as such

debts and liabilities mature in their ordinary course, (iii) such Borrower is

not engaged in a business or a transaction, and is not about to engage in a

business or a transaction, for which such Borrower's assets would constitute

unreasonably small capital after giving due consideration to the prevailing

practice in the industry in which such Borrower is engaged or is to engaged,

(iv) the fair value of the assets of such Borrower is greater than the total

amount of liabilities, including, without limitation, contingent liabilities, of

such Borrower and (v) the aggregate fair saleable value of the assets of such

Borrower will exceed its debts and other liabilities (including contingent,

subordinated, unmatured and unliquidated debts and liabilities). For purposes of

this definition, "debt" means any liability on a claim, and "claim" means (i) a

right to a payment or (ii) a right to an equitable remedy for breach of

performance, if in light of all of the facts and circumstances existing at such

time, such right can reasonably be expected to give rise to an actual or matured

liability.

"STATEMENT OF FUNDS FLOW" shall mean that certain Statement of Funds

Flow dated as of the Funding Date executed by each of the Borrowers.

"STATUTORY RESERVE RATE" shall mean, with respect to any currency, a

fraction (expressed as a decimal), the numerator of which is the number 1 and

the denominator of which is the number 1 minus the aggregate of the maximum

reserve, liquid asset or similar percentages (including any marginal, special,

emergency or supplemental reserves) expressed as a decimal established by any

Governmental Authority of the United States or of the jurisdiction of such

currency or any jurisdiction in which Loans in such currency are made to which

banks in such jurisdiction are subject for any category of deposits or

liabilities customarily used to fund loans in such currency or by reference to

which interest rates applicable to loans in such currency are determined. Such

reserve, liquid asset or similar percentages shall include those imposed

pursuant to Regulation D of the Board of Governors of the Federal Reserve

System. Eurocurrency Loans shall be deemed to be subject to such reserve

requirements without benefit of or credit for proration, exemptions or offsets

that may be available from time to time to any Lender under Regulation D or any

other applicable law, rule or regulation. The Statutory Reserve Rate shall be

adjusted automatically on and as of the effective date of any change in any

reserve percentage.

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"SUBSIDIARY" shall mean, with respect to any Person (the "PARENT"),

any corporation, partnership, joint venture, limited liability company,

association or other entity the accounts of which would or should be

consolidated with those of the parent in the parent's consolidated financial

statements if such financial statements were prepared in accordance with GAAP as

of such date, as well as any other corporation, partnership, joint venture,

limited liability company, association or other entity of which securities or

other ownership interests representing more than 50% of the equity or more than

50% of the ordinary voting power, or in the case of a partnership, more than 50%

of the general partnership interests are, as of such date, owned, Controlled or

held, directly or indirectly, by the parent. Unless otherwise indicated, all

references to "Subsidiary" hereunder shall mean a Subsidiary of Crawford.

"SUBSIDIARY GUARANTY AGREEMENT" shall mean the Subsidiary Guaranty

Agreement, substantially in the form of Exhibit D, made by the Subsidiary Loan

Parties in favor of the Administrative Agent for the benefit of the Lenders.

"SUBSIDIARY LOAN PARTY" shall mean any Subsidiary that is not a

Foreign Subsidiary.

"SWINGLINE COMMITMENT" shall mean the commitment of the Swingline

Lender to make Swingline Loans in an aggregate principal amount at any time

outstanding not to exceed $5,000,000.

"SWINGLINE EXPOSURE" shall mean, with respect to each Lender, the

principal amount of the Swingline Loans in which such Lender is legally

obligated either to make a Base Rate Loan or to purchase a participation in

accordance with Section 2.5, which shall equal such Lender's Pro Rata Share of

all outstanding Swingline Loans.

"SWINGLINE LENDER" shall mean SunTrust Bank, and its successors and

assigns hereunder.

"SWINGLINE LOAN" shall mean a loan made to the Borrowers by the

Swingline Lender under the Swingline Commitment.

"SWINGLINE NOTE" shall mean the promissory note of the Borrowers

payable to the order of the Swingline Lender in the principal amount of the

Swingline Commitment, substantially the form of Exhibit D.

"SWINGLINE RATE" shall mean, for any Interest Period, the rate as

offered by the Swingline Lender and accepted by Crawford in writing.

"SWINGLINE TERMINATION DATE" shall mean the date that is five (5)

Business Days prior to the Commitment Termination Date.

"SYNTHETIC LEASE" shall mean any synthetic lease, tax retention

operating lease or similar off-balance sheet financing product where such

transaction is considered borrowed money indebtedness for tax purposes but is

classified as an operating lease under GAAP.

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"TARGET" shall mean the Trans-European Automated Real-Time Gross

Settlement Express Transfer system.

"TAXES" shall mean any and all present or future taxes, levies,

imposts, duties, deductions, charges or withholdings imposed by any Governmental

Authority.

"TOTAL ACQUISITION CONSIDERATION" shall mean as at the date of any

Acquisition, the sum of the following without duplication: (i) the amount of any

cash and fair market value of other property given as consideration, including

at such date the deferred payment of any such amounts, (ii) the amount

(determined by using the outstanding amount or the amount payable at maturity,

whichever is greater) of any obligations for money borrowed incurred, assumed or

acquired by either Borrower or any Subsidiary in connection with such

Acquisition, (iii) all amounts paid in respect of covenants not to compete and

consulting agreements that should be recorded on the financial statements of

Crawford and its Subsidiaries in accordance with GAAP, and (iv) the aggregate

fair market value of all other consideration given by either Borrower or any

Subsidiary (including any shares of capital stock of either Borrower or any

Subsidiary) in connection with such Acquisition.

"TREATY ON EUROPEAN UNION" means the Treaty of Rome of March 25, 1957,

as amended by the Single European Act 1986 and the Maastricht Treaty (which was

signed at Maastricht on February 7, 1992, and came into force on November 1,

1993), as amended from time to time.

"TYPE", when used in reference to a Loan or Borrowing, refers to

whether the rate of interest on such Loan, or on the Loans comprising such

Borrowing, is determined by reference to the Adjusted LIBOR or the Base Rate.

"WHOLLY-OWNED SUBSIDIARY" shall mean any Subsidiary all of the shares

of capital stock or other ownership interests of which (except directors'

qualifying shares, or, in the case of any Subsidiary which is not organized or

created under the laws of the United States of America or any political

subdivision thereof, such nominal ownership interests which are required to be

held by third parties under the laws of the foreign jurisdiction under which

such Subsidiary was incorporated or organized) are at the time directly or

indirectly owned by Crawford.

"WITHDRAWAL LIABILITY" shall mean liability to a Multiemployer Plan as

a result of a complete or partial withdrawal from such Multiemployer Plan, as

such terms are defined in Part I of Subtitle E of Title IV of ERISA.

SECTION 1.2. CLASSIFICATIONS OF LOANS AND BORROWINGS. For purposes of

this Agreement, Loans may be classified and referred to by Class (e.g. a

"Revolving Loan") or by Type (e.g. a "Eurocurrency Loan" or "Base Rate Loan") or

by Class and Type (e.g. "Revolving Eurocurrency Loan"). Borrowings also may be

classified and referred to by Class (e.g. "Revolving Borrowing") or by Type

(e.g. "Eurocurrency Borrowing") or by Class and Type (e.g. "Revolving

Eurocurrency Borrowing").

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SECTION 1.3. ACCOUNTING TERMS AND DETERMINATION. Unless otherwise

defined or specified herein, all accounting terms used herein shall be

interpreted, all accounting determinations hereunder shall be made, and all

financial statements required to be delivered hereunder shall be prepared, in

accordance with GAAP as in effect from time to time, applied on a basis

consistent (except for such changes approved by Crawford's independent public

accountants) with the most recent audited consolidated financial statement of

Crawford delivered pursuant to Section 5.1(a); provided, that if Crawford

notifies the Administrative Agent that Crawford wishes to amend any covenant in

Article VI to eliminate the effect of any change in GAAP on the operation of

such covenant (or if the Administrative Agent notifies Crawford that the

Required Lenders wish to amend Article VI for such purpose), then Crawford's

compliance with such covenant shall be determined on the basis of GAAP in effect

immediately before the relevant change in GAAP became effective, until either

such notice is withdrawn or such covenant is amended in a manner satisfactory to

Crawford and the Required Lenders.

SECTION 1.4. TERMS GENERALLY; RULES OF INTERPRETATION. The

definitions of terms herein shall apply equally to the singular and plural forms

of the terms defined. Whenever the context may require, any pronoun shall

include the corresponding masculine, feminine and neuter forms. The words

"include", "includes" and "including" shall be deemed to be followed by the

phrase "without limitation". The word "will" shall be construed to have the same

meaning and effect as the word "shall". In the computation of periods of time

from a specified date to a later specified date, the word "from" means "from and

including" and the word "to" means "to but excluding". Unless the context

requires otherwise (i) any definition of or reference to any agreement,

instrument or other document herein shall be construed as referring to such

agreement, instrument or other document as it was originally executed or as it

may from time to time be amended, supplemented or otherwise modified (subject to

any restrictions on such amendments, supplements or modifications set forth

herein), (ii) any reference herein to any Person shall be construed to include

such Person's successors and permitted assigns, (iii) the words "hereof",

"herein" and "hereunder" and words of similar import shall be construed to refer

to this Agreement as a whole and not to any particular provision hereof, (iv)

all references to Articles, Sections, Exhibits and Schedules shall be construed

to refer to Articles, Sections, Exhibits and Schedules to this Agreement and (v)

all references to a specific time shall be construed to refer to the time in the

city and state of the Administrative Agent's principal office, unless otherwise

indicated. To the extent that any of the representations and warranties

contained in Section IV under this Agreement, in any of the other Loan Documents

or in the Note Purchase Agreement is qualified by "Material Adverse Effect",

then the qualifier "in all material respects" contained in Section 3.2 and

Section 4.18 and the qualifier "in any material respect" contained in Section

8.1 (c) shall not apply. Unless otherwise indicated, all references to time are

references to Eastern Standard Time or Eastern Daylight Savings Time, as the

case may be. Unless otherwise expressly provided herein, all references to

dollar amounts shall mean Dollars.

<PAGE>

ARTICLE II

AMOUNT AND TERMS OF THE COMMITMENTS

SECTION 2.1. GENERAL DESCRIPTION OF FACILITIES. Subject to and upon

the terms and conditions herein set forth, (i) the Lenders hereby establish in

favor of the Borrowers a revolving credit facility pursuant to which the Lenders

severally agree (to the extent of each Lender's Pro Rata Share up to such

Lender's Revolving Commitment) to make Revolving Loans to the Borrowers in

accordance with Section 2.2, (ii) the Issuing Bank agrees to issue Letters of

Credit in accordance with Section 2.26, (iii) the Swingline Lender agrees to

make Swingline Loans in accordance with Section 2.4, and (iv) each Lender agrees

to purchase a participation interest in the Letters of Credit and the Swingline

Loans pursuant to the terms and conditions hereof; provided, that in no event

shall the aggregate principal amount of all outstanding Revolving Loans,

Swingline Loans and outstanding LC Obligations exceed at any time the Aggregate

Revolving Commitments from time to time in effect.

SECTION 2.2. REVOLVING LOANS. Subject to the terms and conditions set

forth herein, each Lender severally agrees to make Revolving Loans to the

Borrowers from time to time on any Business Day during the Availability Period,

in an aggregate principal amount outstanding at any time (determined in the case

of any Revolving Loan denominated in a Foreign Currency by reference to the

Dollar Equivalent thereof on such Business Day) that will not result in (a) the

Dollar Equivalent of such Lender's Revolving Credit Exposure exceeding such

Lender's Revolving Commitment or (b) the Dollar Equivalent of the sum of the

aggregate Revolving Credit Exposures of all Lenders exceeding the Aggregate

Revolving Commitments. During the Availability Period, the Borrowers shall be

entitled to borrow, prepay and reborrow Revolving Loans in accordance with the

terms and conditions of this Agreement. Funding of any Revolving Loans shall be

in any combination of Dollars or a Foreign Currency as specified by the

Borrowers as set forth in Section 2.3; provided that the Dollar Equivalent

amount of outstanding Revolving Loans funded in a Foreign Currency determined

from time to time by the Administrative Agent in its discretion shall at no time

exceed the Foreign Currency Sublimit then in effect.

SECTION 2.3. PROCEDURE FOR REVOLVING BORROWINGS. The Borrowers shall

give the Administrative Agent written notice (or telephonic notice promptly

confirmed in writing) of each Revolving Borrowing substantially in the form of

Exhibit 2.3 attached hereto (a "NOTICE OF REVOLVING BORROWING") (x) prior to

11:00 a.m. one (1) Business Day prior to the requested date of each Base Rate

Borrowing, (y) prior to 11:00 a.m. three (3) Business Days prior to the

requested date of each Eurocurrency Borrowing and (z) prior to 11:00 a.m. four

(4) Business Days prior to the requested date of each Borrowing denominated in a

Foreign Currency. Each Notice of Revolving Borrowing shall be irrevocable and

shall specify: (i) the aggregate principal amount of such Borrowing, (ii) the

date of such Borrowing (which shall be a Business Day), (iii) the Type of such

Revolving Loan comprising such Borrowing, and (iv) in the case of a Eurocurrency

Borrowing, the requested Foreign Currency (if such Borrowing is not denominated

in Dollars) and the duration of the initial Interest Period applicable thereto

(subject to the provisions of the definition of Interest Period). Each Revolving

Borrowing shall consist entirely of Base Rate Loans or Eurocurrency Loans, as

the Borrowers may request. The aggregate principal amount of each Eurocurrency

Borrowing

<PAGE>

shall be not less than $100,000 (or, if applicable, the Dollar Equivalent

thereof in the Foreign Currency in which such Eurocurrency Borrowing is

denominated) or a larger multiple of $100,000, (or, if applicable, the Dollar

Equivalent thereof in the Foreign Currency in which such Eurocurrency Borrowing

is denominated) and the aggregate principal amount of each Base Rate Borrowing

shall not be less than $100,000 or a larger multiple of $100,000; provided, that

Base Rate Loans made pursuant to Section 2.5 or Section 2.26(c) may be made in

lesser amounts as provided therein. At no time shall the total number of

Eurocurrency Borrowings outstanding at any time exceed thirty (30). In addition,

at no time shall the total number of Borrowings outstanding at any time

denominated in a Foreign Currency exceed thirty (30). Promptly following the

receipt of a Notice of Revolving Borrowing in accordance herewith, the

Administrative Agent shall advise each Lender of the details thereof and the

amount of such Lender's Revolving Loan to be made as part of the requested

Revolving Borrowing.

SECTION 2.4. SWINGLINE COMMITMENT. Subject to the terms and

conditions set forth herein, the Swingline Lender agrees to make Swingline Loans

to the Borrowers, from time to time from the Funding Date to the Swingline

Termination Date, in an aggregate principal amount outstanding at any time not

to exceed the lesser of (i) the Swingline Commitment then in effect and (ii) the

difference between the Aggregate Revolving Commitments and the aggregate

Revolving Credit Exposures of all Lenders; provided, that the Swingline Lender

shall not be required to make a Swingline Loan to refinance an outstanding

Swingline Loan. The Borrowers shall be entitled to borrow, repay and reborrow

Swingline Loans in accordance with the terms and conditions of this Agreement.

Notwithstanding anything herein to the contrary, the Borrowers are under no

obligation to accept any offer by the Swingline Lender to make a Swingline Loan,

and the Swingline Lender is under no obligation whatsoever to offer to make a

Swingline Loan to the Borrowers.

SECTION 2.5. PROCEDURE FOR SWINGLINE BORROWING; ETC. (a) The

Borrowers shall give the Administrative Agent written notice (or telephonic

notice promptly confirmed in writing) of each Swingline Borrowing substantially

in the form of Exhibit 2.5 attached hereto ("NOTICE OF SWINGLINE BORROWING")

prior to 11:00 a.m. on the requested date of each Swingline Borrowing. Each

Notice of Swingline Borrowing shall be irrevocable and shall specify: (i) the

principal amount of such Swingline Loan, (ii) the date of such Swingline Loan

(which shall be a Business Day) and (iii) the account to which the proceeds of

such Swingline Loan should be credited. The Administrative Agent will promptly

advise the Swingline Lender of each Notice of Swingline Borrowing. Each

Swingline Loan shall accrue interest at the Swingline Rate and shall have an

Interest Period (subject to the definition thereof) as agreed between Crawford

and the Swingline Lender. The aggregate principal amount of each Swingline Loan

shall be not less than $500,000 or a larger multiple of $100,000, or such other

minimum amounts agreed to by the Swingline Lender and the Borrowers. The

Swingline Lender will make the proceeds of each Swingline Loan available to the

Borrowers in Dollars in immediately available funds at the account specified by

the Borrowers in the applicable Notice of Swingline Borrowing not later than

3:00 p.m. on the requested date of such Swingline Loan. The Administrative Agent

will notify the Lenders on a quarterly basis if any Swingline Loans occurred

during such quarter.

(b) If (i) any Swingline Loan matures and remains unpaid; (ii) any

Default or Event of Default occurs or (iii) the Swingline Lender's total amount

of outstanding aggregate

<PAGE>

Revolving Credit Exposures and Swingline Loans exceed the Swingline Lender's

Revolving Commitment, the Swingline Lender may, on behalf of the Borrowers

(which hereby irrevocably authorize and direct the Swingline Lender to act on

their behalf), give a Notice of Revolving Borrowing to the Administrative Agent

requesting the Lenders (including the Swingline Lender) to make Base Rate Loans

in an amount equal to the unpaid principal amount of any Swingline Loan. Each

Lender will make the proceeds of its Base Rate Loan included in such Borrowing

available to the Administrative Agent for the account of the Swingline Lender in

accordance with Section 2.9, which will be used solely for the repayment of such

Swingline Loan.

in the sole discretion of the Administrative Agent), or is not, made in

accordance with the foregoing provisions, then each Lender (other than the

Swingline Lender) shall purchase an undivided participating interest in such

Swingline Loan in an amount equal to its Pro Rata Share thereof on the date that

such Base Rate Borrowing should have occurred. On the date of such required

purchase, each Lender shall promptly transfer, in immediately available funds,

the amount of its participating interest to the Administrative Agent for the

account of the Swingline Lender. If such Swingline Loan bears interest at a rate

other than the Base Rate, such Swingline Loan shall automatically become a Base

Rate Loan on the effective date of any such participation and interest shall

become payable on demand.

(d) Each Lender's obligation to make a Base Rate Loan pursuant to

Section 2.5(b) or to purchase the participating interests pursuant to Section

2.5(c) shall be absolute and unconditional and shall not be affected by any

circumstance, including without limitation (i) any setoff, counterclaim,

recoupment, defense or other right that such Lender or any other Person may have

or claim against the Swingline Lender, either Borrower or any other Person for

any reason whatsoever, (ii) the existence of a Default or an Event of Default or

the termination of any Lender's Revolving Commitment, (iii) the existence (or

alleged existence) of any event or condition which has had or could reasonably

be expected to have a Material Adverse Effect, (iv) any breach of this Agreement

or any other Loan Document by either Borrower, the Administrative Agent or any

Lender or (v) any other circumstance, happening or event whatsoever, whether or

not similar to any of the foregoing. If such amount is not in fact made

available to the Swingline Lender by any Lender, the Swingline Lender shall be

entitled to recover such amount on demand from such Lender, together with

accrued interest thereon for each day from the date of demand thereof at the

Federal Funds Rate. Until such time as such Lender makes its required payment,

the Swingline Lender shall be deemed to continue to have outstanding Swingline

Loans in the amount of the unpaid participation for all purposes of the Loan

Documents. In addition, such Lender shall be deemed to have assigned any and all

payments made of principal and interest on its Loans and any other amounts due

to it hereunder, to the Swingline Lender to fund the amount of such Lender's

participation interest in such Swingline Loans that such Lender failed to fund

pursuant to this Section, until such amount has been purchased in full.

SECTION 2.6. MULTI-CURRENCY OPTIONS.

(a) The Borrowers may request Borrowings of Revolving Loans in any

Foreign Currency; provided, however, that the aggregate outstanding amount of

Revolving Loans made in Foreign Currencies shall not exceed at any time the

Foreign Currency Sublimit. Each Lender's Pro

<PAGE>

Rata Share of each Revolving Loan made in a Foreign Currency shall be determined

by reference to its Dollar Equivalent on the date each such Revolving Loan is

made. As to any Revolving Loan made in a Foreign Currency, each Lender may elect

to fulfill its commitment to make such Revolving Loan by causing an Alternate

Lending Office to make such Revolving Loan; provided, however, that no such

election shall be made if as a result thereof either Borrower would be required

to pay United States withholding taxes or any additional amounts.

Notwithstanding anything herein to the contrary, all Base Rate Loans and all

Swingline Loans shall be funded only in Dollars. Eurocurrency Loans may be

funded in either Dollars or in a Foreign Currency, in either case, as requested

by the Borrowers pursuant to Section 2.3.

(b) If, after the Funding Date, any Change in Law shall make it

unlawful or impossible for Lenders to make or maintain or fund Loans in the

applicable Foreign Currency, Administrative Agent shall notify Borrowers. Upon

receipt of such notice, the applicable Eurocurrency Loan made in a Foreign

Currency shall be repaid by the Borrowers and/or converted to an available

Foreign Currency or Dollars on either: (i) the last day of the then current

Interest Period for the affected Eurocurrency Loan, if Lenders may lawfully

continue to maintain a Loan at such Foreign Currency to such day, or (ii)

immediately, if Lenders may not lawfully continue to so maintain such

Eurocurrency Loan.

other Loan Document shall be made in Dollars, except for Eurocurrency Loans

funded in a Foreign Currency, which shall be repaid, including interest thereon,

in the applicable Foreign Currency. If any payment of any Obligation shall be

made in a currency other than the currency required hereunder, such amount shall

be converted into the currency required hereunder at the current market rate for

the purchase of the currency required hereunder with the currency in which such

Obligation was paid, as quoted by the Administrative Agent in accordance with

the methods customarily used by the Administrative Agent for such purposes as

the time of such determination. The parties hereto hereby agree, to the fullest

extent that they may effectively do so under applicable law, that (i) if for the

purposes of obtaining any judgment or award it becomes necessary to convert from

any currency other than the currency required hereunder into the currency

required hereunder any amount in connection with the Obligations, then the

conversion shall be made as provided above on the Business Day before the day on

which the judgment or award is given, (ii) in the event that there is a change

in the rate of exchange prevailing between the Business Day before the day on

which the judgment or award is given and the date of payment, the Borrowers will

pay to the Administrative Agent, for the benefit of the Lenders, such additional

amounts (if any) as may be necessary, and the Administrative Agent, on behalf of

the Lenders, will pay to the Borrowers such excess amounts (if any) as result

from such change in the rate of exchange, to assure that the amount paid on such

date is the amount in such other currency, which when converted at the rate of

exchange described herein on the date of payment, is the amount then due in the

currency required hereunder, and (iii) any amount due from the Borrowers under

this Section 2.6(c) shall be due as a separate debt and shall not be affected by

judgment or award being obtained for any other sum due. For the avoidance of

doubt, the parties affirm and agree that neither the fixation of the conversion

rate of any Foreign Currency against the Euro as a single currency, in

accordance with the Treaty Establishing the European Economic Community, as

amended by the Treaty on the European Union (The Maastricht Treaty), nor the

conversion of the Obligations under this Agreement from any Foreign Currency

into Euros

<PAGE>

will be a reason for early termination or revision of this Agreement or

repayment of any amount due under this Agreement or create any liability of any

party towards any other party for any direct or consequential loss arising from

any of these events. As of the date that any Foreign Currency is no longer the

lawful currency of its respective country, all funding and payment Obligations

to be made in such affected currency under this Agreement shall be satisfied in

Euros.

(d) If either Borrower shall wind up, liquidate, dissolve or become a

debtor in bankruptcy while there remains outstanding: (i) any amounts owing to

the Lenders hereunder or under the Notes, (ii) any damages owing to the Lenders

in respect of a breach of any of the terms hereof, or (iii) any judgment or

order rendered in respect of such amounts or damages, the Borrowers shall

indemnify and hold the Lenders harmless against any deficiency with respect to

the applicable Foreign Currency in the amounts received by the Lenders arising

or resulting from any variation as between: (i) the rate of exchange at which

the applicable Foreign Currency is converted into another currency (the

"Liquidation Currency") for purposes of such winding-up, liquidation,

dissolution or bankruptcy with regard to the amount in the applicable Foreign

Currency due or contingently due hereunder or under the Notes or under any

judgment or order to which the relevant Obligations hereunder or under the Notes

shall have been merged and (ii) the rate of exchange at which Administrative

Agent could, in accordance with normal banking procedures, be able to purchase

the applicable Foreign Currency with the Liquidation Currency at the earlier of

(A) the date of payment of such amounts or damages and (B) the final date or

dates for the filing of proofs of a claim in a winding-up, liquidation,

dissolution or bankruptcy. As used in the preceding sentence, the "final date"

or dates for the filing of proofs of a claim in a winding-up, liquidation,

dissolution or bankruptcy shall be the date fixed by the liquidator under the

applicable law as being the last practicable date as of which the liabilities of

the applicable Borrower may be ascertained for such winding-up, liquidation,

dissolution or bankruptcy before payment by the liquidator or other appropriate

person in respect thereof.

(e) The Borrowers agree to indemnify the Administrative Agent and the

Lenders against any loss or expense which the Administrative Agent or such

Lenders may sustain or incur in liquidating or employing deposits from third

parties acquired to effect, fund or maintain any Loan made in a Foreign Currency

or any part thereof as a consequence of (i) the Borrowers' failure to make a

payment on other than the due date of such Loan, or (ii) the Borrowers' failure

to borrow under, convert to or renew under the applicable Foreign Currency on a

binding effective date of such borrowing, conversion or renewal. The

Administrative Agent's determination of an amount payable under this paragraph

(e) shall, in the absence of error, be conclusive and shall be payable on

demand.

(f) The Administrative Agent may from time to time in its discretion

calculate the Dollar Equivalent of any Revolving Loan denominated in a Foreign

Currency. In the event that the aggregate Dollar Equivalent of the outstanding

principal amount of the Revolving Loans denominated in a Foreign Currency at any

time exceeds the Foreign Currency Sublimit, the Administrative Agent shall

promptly give notice of such fact to the Borrowers and the Lenders, and the

Borrowers shall be required to make a payment to the Administrative Agent to

reduce the outstanding principal amount of the outstanding Revolving Loans

denominated in a Foreign Currency so that the Dollar Equivalent thereof equals

not more than the Foreign Currency Sublimit. Such payment shall be made within

two (2) Business Days following the date of receipt of such

<PAGE>

notice given by the Administrative Agent. Each such prepayment shall be

accompanied by a payment of all accrued and unpaid interest on the Revolving

Loans prepaid and any applicable breakage fees and funding losses pursuant to

Section 2.22.

SECTION 2.7. EUROPEAN ECONOMIC AND MONETARY UNION.

(a) Effectiveness of Provisions. The provisions of subsections (b)

through (j) below shall be effective upon the execution of this Agreement,

provided, that if and to the extent that any such provision relates to any state

(or the currency of such state) that is not a Participating Member State upon

the execution of this Agreement, such provision shall become effective in

relation to such state (and the currency of such state) at and from the date on

which such state becomes a Participating Member State.

(b) Redenomination and Foreign Currencies. Each Obligation of any

party under this Agreement which has been denominated in the National Currency

Unit of a non-member state which becomes a Participating Member State after the

date of any Loan made in the National Currency Unit of such state shall be

converted into the Euros at the exchange rate set in accordance with EMU

Legislation, provided, that if and to the extent that any EMU Legislation

provides that an amount denominated either in Euros or in the National Currency

Unit of a Participating Member State and payable within that Participating

Member State by crediting an account of a creditor can be paid by a debtor

either in the Euros or in the National Currency Unit, each party to this

Agreement shall be entitled to pay or repay any such amount either in Euros or

in such National Currency Unit; provided, however, any amount paid in a National

Currency Unit shall be paid at the fixed exchange rate in order to yield the

required amount in Euros.

shall be made in Euros, provided that any Loan may, if so requested by the

Borrowers, be made in the National Currency Unit (based upon fixed exchange

rate) of any Participating Member State so long as such National Currency Unit

continues to be a Foreign Currency.

(d) Business Days. With respect to any amount denominated or to be

denominated in the Euro or a National Currency Unit, any reference to a

"Business Day" shall be construed as a reference to a day (other than a Saturday

or Sunday) on which banks are generally open for business in New York City and

prime banks in London generally provide quotations for deposits denominated in

the Euro and such National Currency Unit.

(e) Payment to the Lenders. Sections of this Agreement which provide

for payment or repayment in a National Currency Unit shall be construed so that,

in relation to the payment of any amount of Euros or National Currency Units,

such amount shall be made available to the Lenders, in immediately available,

freely transferable, cleared funds to such account with each bank (in such

principal financial center) as each Lender may from time to time nominate for

this purpose in accordance with this Agreement.

<PAGE>

(f) Payments by the Lenders Generally. With respect to the payment of

any amount denominated in the Euro or in a National Currency Unit, the Lenders

shall not be liable to the Borrowers in any way whatsoever for any delay, or the

consequences of any delay, in the crediting to any account of any amount

required by this Agreement to be paid by a Lender if such Lender has made

reasonable efforts to effect all relevant steps to achieve, on the date required

by this Agreement, the payment of such amount in immediately available, freely

transferable, cleared funds (in the Euros or, as the case may be, in a National

Currency Unit) to the account with the bank in the principal financial center in

the Participating Member State which the Borrowers shall have specified for such

purpose. In this paragraph, "all relevant steps" means all such steps as may be

prescribed from time to time by the regulations or operating procedures of such

clearing or settlement system as such Lender may from time to time select for

the purpose of clearing or settling payment of the Euro.

(g) Basis of Accrual. If the basis of accrual of interest or fees

expressed in this Agreement with respect to the currency of any state that

becomes a Participating Member State shall, in a Lender's reasonable judgment,

be inconsistent with any convention or practice in the London Interbank Market

for the basis of accrual of interest or fees in respect of the Euro, or if

interest rate quotes for a National Currency Unit are no longer provided, such

convention or practice shall replace such expressed basis effective as of and

from the date on which such state becomes a Participating Member State;

provided, that if any Loan in the currency of such state is outstanding

immediately prior to such date, such replacement shall take effect, with respect

to such Loan, at the end of the then current Interest Period.

(h) Rounding and Other Consequential Changes. Without prejudice and in

addition to any method of conversion or rounding prescribed by any EMU

Legislation and without prejudice to the respective liabilities for indebtedness

of the Borrowers to the Lenders and of the Lenders to the Borrowers under or

pursuant to this Agreement,

(i) each reference in this Agreement to a minimum amount (or an

integral multiple thereof) in a National Currency Unit to be paid to or by

a Lender shall be replaced by a reference to such reasonably comparable and

convenient amount (or an integral multiple thereof) in Euros as such Lender

may from time to time specify; and

(ii) except as expressly provided in this Agreement, each

provision of this Agreement, including, without limitation, the right to

combine currencies to effect a setoff, shall be subject to such reasonable

changes of interpretation as Lenders may from time to time specify to be

necessary or appropriate to reflect the introduction of or changeover to

the Euro in Participating Member States.

(i) Exchange Indemnification and Increased Costs. The Borrowers shall

from time to time, upon demand from the Lenders, pay to the Lenders the amount

of any loss or cost or increased cost incurred by, or of any reduction in any

amount payable to or in the effective return of its capital to, or of interest

or other return, including principal foregone by any Lender or its holding

company as a result of the introduction of, changeover to or operation of the

Euro in any Participating Member State or Borrowers' election to borrow in a

National Currency Unit and repay

<PAGE>

in the Euro or to borrow in the Euro and repay in a National Currency Unit other

than any such cost or reduction or amount foregone reflected in the associated

interest rate.

(j) Further Assurances. Borrowers agree, at the request of the

Administrative Agent or a Lender, at the time of or at any time following the

implementation of any EMU Legislation, to enter into an agreement amending this

Agreement in order to reflect the implementation of the EMU Legislation and to

place the parties hereto in the position they would have been in had such EMU

Legislation not been implemented.

SECTION 2.8. [RESERVED.]

SECTION 2.9. FUNDING OF BORROWINGS.

(a) Each Lender will make available each Borrowing in Dollars of

Revolving Loans to be made by it hereunder on the proposed date thereof by wire

transfer in immediately available funds by 11:00 a.m. to the Administrative

Agent at the Payment Office. Swingline Loans will be made as set forth in

Section 2.5. If any Borrowing is to be denominated in a Foreign Currency, not

later than 11:00 a.m. each Lender will make available its Pro Rata Share of such

Borrowing, in immediately available funds and in the Foreign Currency so

requested by the Borrowers at the applicable Foreign Currency Payment Account

for the benefit of the Administrative Agent and otherwise according to the

payment instructions of the Administrative Agent. The Administrative Agent will

make such Loans available to the Borrowers by promptly crediting the amounts

that it receives, in like funds by the close of business on such proposed date,

to an account maintained with the Administrative Agent or at the Borrowers'

option, by effecting a wire transfer of such amounts to an account designated by

the Borrowers to the Administrative Agent.

(b) Unless the Administrative Agent shall have been notified by any

Lender prior to 3:00 p.m. two (2) Business Day prior to the date of a Borrowing

in which such Lender is participating that such Lender will not make available

to the Administrative Agent such Lender's share of such Borrowing, the

Administrative Agent may assume that such Lender has made such amount available

to the Administrative Agent on such date, and the Administrative Agent, in

reliance on such assumption, may make available to the Borrowers on such date a

corresponding amount. If such corresponding amount is not in fact made available

to the Administrative Agent by such Lender on the date of such Borrowing, the

Administrative Agent shall be entitled to recover such corresponding amount on

demand from such Lender together with interest at a rate per annum equal to the

Administrative Agent's cost of funds for such amount for up to two (2) days and

thereafter at the rate specified for such Borrowing. If such Lender does not pay

such corresponding amount forthwith upon the Administrative Agent's demand

therefore, the Administrative Agent shall promptly notify the Borrowers, and the

Borrowers shall immediately pay such corresponding amount to the Administrative

Agent together with interest at the rate specified for such Borrowing. Nothing

in this subsection shall be deemed to relieve any Lender from its obligation to

fund its Pro Rata Share of any Borrowing hereunder or to prejudice any rights

which the Borrowers may have against any Lender as a result of any default by

such Lender hereunder.

<PAGE>

their respective Pro Rata Shares. No Lender shall be responsible for any default

by any other Lender in its obligations hereunder, and each Lender shall be

obligated to make its Loans provided to be made by it hereunder, regardless of

the failure of any other Lender to make its Loans hereunder.

SECTION 2.10. INTEREST ELECTIONS; CONVERSIONS; CONTINUATIONS.

(a) Each Borrowing initially shall be of the Type specified in the

applicable Notice of Borrowing, and in the case of a Eurocurrency Borrowing,

shall have an initial Interest Period as specified in such Notice of Borrowing.

Thereafter, the Borrowers may elect to convert such Borrowing into a different

Type or to continue such Borrowing (subject to satisfaction of any conditions

applicable to Borrowings of that Type), and in the case of a Eurocurrency

Borrowing, may elect Interest Periods therefore, all as provided in this

Section. The Borrowers may elect different options with respect to different

portions of the affected Borrowing, in which case each such portion shall be

allocated ratably among the Lenders holding Loans comprising such Borrowing, and

the Loans comprising each such portion shall be considered a separate Borrowing.

This Section 2.10 shall not apply to Eurocurrency Borrowings denominated in a

Foreign Currency (other than continuations in the same Foreign Currency which

shall be permitted) or Swingline Borrowings, which may not be converted or

continued.

(b) To make an election pursuant to this Section, the Borrowers shall

give the Administrative Agent prior written notice (or telephonic notice

promptly confirmed in writing) of each Borrowing substantially in the form of

Exhibit 2.10 attached hereto (a "NOTICE OF CONVERSION/CONTINUATION") that is to

be converted or continued, as the case may be, (x) prior to 11:00 a.m. one (1)

Business Day prior to the requested date of a conversion into a Base Rate

Borrowing and (y) prior to 11:00 a.m. three (3) Business Days prior to a

continuation of or conversion into a Eurocurrency Borrowing. Each such Notice of

Conversion/Continuation shall be irrevocable and shall specify (i) the Borrowing

to which such Notice of Continuation/Conversion applies and if different options

are being elected with respect to different portions thereof, the portions

thereof that are to be allocated to each resulting Borrowing (in which case the

information to be specified pursuant to clauses (iii) and (iv) shall be

specified for each resulting Borrowing); (ii) the effective date of the election

made pursuant to such Notice of Continuation/Conversion, which shall be a

Business Day, (iii) whether the resulting Borrowing is to be a Base Rate

Borrowing or a Eurocurrency Borrowing; and (iv) if the resulting Borrowing is to

be a Eurocurrency Borrowing, the requested currency which shall be the same

currency as the original Borrowing and the duration of the Interest Period

applicable thereto after giving effect to such election, which shall be a period

contemplated by the definition of "Interest Period". If any such Notice of

Continuation/Conversion requests a Eurocurrency Borrowing but does not specify

an Interest Period, the Borrowers shall be deemed to have selected an Interest

Period of one month. The principal amount of any resulting Borrowing shall

satisfy the minimum borrowing amount for Eurocurrency Borrowings and Base Rate

Borrowings set forth in Section 2.3.

Eurocurrency Borrowing, the Borrowers shall have failed to deliver a Notice of

Conversion/Continuation, then, unless such Borrowing is repaid as provided

herein, the Borrowers shall be deemed to have elected

<PAGE>

to convert such Borrowing to a Base Rate Borrowing; provided, that if, on the

expiration of any Interest Period in respect of any Eurocurrency Borrowing

denominated in a Foreign Currency, the Borrowers shall have failed to deliver a

Notice of Conversion/Continuation for such Borrowing in the same Foreign

Currency, then, unless such Borrowing is repaid as provided herein, the

Borrowers shall be deemed to have elected to convert such Borrowing to a Base

Rate Borrowing in the Dollar Equivalent of such Borrowing. No Borrowing may be

converted into, or continued as, a Eurocurrency Borrowing if a Default or an

Event of Default exists, unless the Administrative Agent and each of the Lenders

shall have otherwise consented in writing. Further, any Eurocurrency Borrowing

that may not be continued as a Eurocurrency Borrowing as a result of a Default

or Event of Default shall automatically convert to a Base Rate Borrowing at the

end of then applicable Interest Period, and such Borrowing shall be subject to

the increased interest rate specified under Section 2.15(c) both before and

after the conversion thereof. During the existence of a Default or an Event of

Default (unless the Administrative Agent and each of the Lenders shall have

otherwise consented in writing), all Eurocurrency Loans denominated in a Foreign

Currency shall be converted into Dollars upon the expiration of Interest Period

applicable thereto. No conversion of any Eurocurrency Loans shall be permitted

except on the last day of the Interest Period in respect thereof.

(d) Upon receipt of any Notice of Conversion/Continuation, the

Administrative Agent shall promptly notify each Lender of the details thereof

and of such Lender's portion of each resulting Borrowing.

SECTION 2.11. TERMINATION OF COMMITMENTS.

Unless previously terminated, all Revolving Commitments shall

terminate on the Commitment Termination Date, except that the Swingline

Commitment shall terminate on the Swingline Termination Date.

SECTION 2.12. REPAYMENT OF LOANS.

(a) The outstanding principal amount of all Revolving Loans shall be

due and payable (together with accrued and unpaid interest thereon) on the

Commitment Termination Date; provided, however, the outstanding principal amount

of all Eurocurrency 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 Eurocurrency Loans denominated in Foreign

Currency are continued in the same Foreign Currency in accordance with Section

2.10).

(b) The principal amount of each Swingline Loan shall be due and

payable (together with accrued interest thereon) on the earlier of (i) the last

day of the Interest Period applicable to such Loan and (ii) the Swingline

Termination Date.

the Dollar Equivalent of the aggregate principal amount of outstanding Loans and

LC Exposures exceeds the Aggregate Revolving Commitment then in effect, then the

Borrowers shall prepay Revolving Loans in an aggregate amount sufficient to

eliminate such excess no later than the second Business Day following such

notice. Promptly upon determining the need to make any such prepayment, the

<PAGE>

Administrative Agent shall notify the Borrowers of such required prepayment.

Each such prepayment shall be accompanied by a payment of all accrued and unpaid

interest on the Loans prepaid and any applicable breakage fees and funding

losses pursuant to Section 2.22.

SECTION 2.13. EVIDENCE OF INDEBTEDNESS. (a) Each Lender shall

maintain in accordance with its usual practice appropriate records evidencing

the indebtedness of the Borrowers to such Lender resulting from each Loan made

by such Lender from time to time, including the amounts of principal and

interest payable thereon and paid to such Lender from time to time under this

Agreement. The Administrative Agent shall maintain appropriate records in which

shall be recorded (i) the Revolving Commitment of each Lender, (ii) the amount

and currency of each Loan made hereunder by each Lender, the Class and Type

thereof and the Interest Period applicable thereto, (iii) the date of each

continuation thereof pursuant to Section 2.10, (iv) the date of each conversion

of all or a portion thereof to another Type pursuant to Section 2.10, (v) the

date and amount of any principal or interest due and payable or to become due

and payable from the Borrowers to each Lender hereunder in respect of such Loans

and (vi) both the date and amount of any sum received by the Administrative

Agent hereunder from the Borrowers in respect of the Loans and each Lender's Pro

Rata Share thereof. The entries made in such records shall be prima facie

evidence of the existence and amounts of the obligations of the Borrowers

therein recorded; provided, that the failure or delay of any Lender or the

Administrative Agent in maintaining or making entries into any such record or

any error therein shall not in any manner affect the obligation of the Borrowers

to repay the Loans (both principal and unpaid accrued interest) of such Lender

in accordance with the terms of this Agreement.

(b) At the request of any Lender (including the Swingline Lender) at

any time, the Borrowers agree that they will execute and deliver to such Lender

a Revolving Credit Note and, in the case of the Swingline Lender only, a

Swingline Note, payable to the order of such Lender.

SECTION 2.14. OPTIONAL AND MANDATORY PREPAYMENTS.

(a) Optional Prepayment. The Borrowers shall have the right at any

time and from time to time to prepay any Borrowing, in whole or in part, without

premium or penalty, by giving irrevocable written notice (or telephonic notice

promptly confirmed in writing) to the Administrative Agent no later than (i) in

the case of prepayment of any Eurocurrency Borrowing, 11:00 a.m. not less than

three (3) Business Days prior to any such prepayment, (ii) in the case of any

prepayment of any Base Rate Borrowing, not less than one Business Day prior to

the date of such prepayment, and (iii) in the case of Swingline Borrowings,

prior to 11:00 a.m. on the date of such prepayment. Each such notice shall be

irrevocable and shall specify the proposed date of such prepayment and the

principal amount of each Borrowing or portion thereof to be prepaid. Upon

receipt of any such notice, the Administrative Agent shall promptly notify each

affected Lender of the contents thereof and of such Lender's Pro Rata Share of

any such prepayment. If such notice is given, the aggregate amount specified in

such notice shall be due and payable on the date designated in such notice,

together with accrued interest to such date on the amount so prepaid in

accordance with Section 2.15(d); provided, that if a Eurocurrency Borrowing is

prepaid on a date other than the last day of an Interest Period applicable

thereto, the Borrowers shall also pay all amounts required pursuant to Section

2.22. Each partial prepayment of any Loan (other than a Swingline Loan) shall

<PAGE>

be in an amount that would be permitted in the case of an advance of a Revolving

Borrowing of the same Type pursuant to Section 2.3. Each prepayment of a

Borrowing shall be applied ratably to the Loans comprising such Borrowing.

(b) Mandatory Prepayment. The Borrowers shall be required to make

mandatory prepayments of Borrowings pursuant to and in accordance with Section

2.6(f) and Section 2.12(c). Any such prepayment shall be applied to such Loans

as designated by the Borrowers and, in the event the Borrowers fail to designate

such Loans, to such Loans with the earliest maturity dates, based upon the

remaining terms of their respective Interest Periods, in any case, to the

Lenders in accordance with their Pro Rata Share of such payment; provided, that

the Borrowers shall also pay all amounts required pursuant to Section 2.22.

SECTION 2.15. INTEREST ON LOANS.

(a) The Borrowers shall pay interest (i) on each Base Rate Loan at the

Base Rate in effect from time to time, and (ii) on each Eurocurrency Loan at the

Adjusted LIBOR for the applicable Interest Period then in effect for such

Eurocurrency Loan plus the Applicable Margin in effect from time to time.

(b) The Borrowers shall pay interest on each Swingline Loan at the

Swingline Rate in effect from time to time.

Borrowers shall pay interest with respect to all Loans at the rates otherwise

applicable to such Loans plus an additional 2% per annum. All interest payable

under this clause (c) shall be due and payable on demand. While an Event of

Default exists and after acceleration, the Applicable Percentage for the letter

of credit fees provided for under Section 2.16(c) shall be increased by two

percent (2.0%). All such letter of credit fees under this clause (c) shall be

due and payable on demand.

(d) Interest on the principal amount of all Loans shall accrue from

and including the date such Loans are made to but excluding the date of any

repayment thereof, provided such Loans are repaid within the times provided for

hereunder. Interest on all outstanding Base Rate Loans shall be payable

quarterly in arrears on the last day of each March, June, September and December

and on the Commitment Termination Date. Interest on all outstanding Eurocurrency

Loans shall be payable on the last day of each Interest Period applicable

thereto, and, in the case of any Eurocurrency Loans having an Interest Period in

excess of three months or 90 days, respectively, on each day which occurs every

three months or 90 days, as the case may be, after the initial date of such

Interest Period, and on the Commitment Termination Date. Interest on each

Swingline Loan shall be payable on the maturity date of such Loan, which shall

be the last day of the Interest Period applicable thereto, and on the Swingline

Termination Date. Interest on any Loan which is converted into a Loan of another

Type or which is repaid or prepaid shall be payable on the date of such

conversion or on the date of any such repayment or prepayment (on the amount

repaid or prepaid) thereof.

<PAGE>

(e) The Administrative Agent shall determine each interest rate

applicable to the Loans hereunder

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