FIRST AMENDMENT TO CREDIT
AGREEMENT
AND SECURITY AGREEMENT
AND
LIMITED WAIVER
THIS FIRST
AMENDMENT TO CREDIT AGREEMENT AND SECURITY AGREEMENT AND LIMITED
WAIVER dated as of March 2, 2007 (this “
Amendment ”) by and among CRAWFORD & COMPANY, a
Georgia corporation (“ Crawford ”), and CRAWFORD
& COMPANY INTERNATIONAL, INC., a Georgia corporation (“
International ”; International and Crawford are
collectively referred to herein as the “ Borrowers
”, and each individually as a “ Borrower
”), the LENDERS party hereto (the “ Lenders
”) and SUNTRUST BANK (“ SunTrust ”), as
administrative agent for the Lenders (in such capacity, together
with its successors in such capacity, the “ Administrative
Agent ”).
WHEREAS, the
Borrowers, the Lenders and Administrative Agent are parties to that
certain Credit Agreement dated as of October 31, 2006 (the
“ Credit Agreement ”);
WHEREAS, the
Borrowers and the Subsidiary Loan Parties (as defined in the Credit
Agreement) are parties to that certain Security Agreement dated as
of October 31, 2006 in favor of the Administrative Agent (the
“ Security Agreement ”);
WHEREAS, the
Borrowers, the Lenders party hereto and the Administrative Agent
desire to amend certain provisions of the Credit Agreement and the
Security Agreement on the terms and conditions contained
herein;
WHEREAS, the
Borrowers have informed the Administrative Agent and the Lenders
that they have experienced delays with respect to certain
post-closing deliveries required under the Credit Agreement and
that they have made certain intercompany transfers to and among
foreign subsidiaries prior to the date hereof;
WHEREAS, the
Borrowers have further informed the Administrative Agent and the
Lenders that (a) due to such delays they cannot satisfy their
obligations under subsections (a), (b) and (h)(iii) of
Section 5.17 of the Credit Agreement within the time periods
set forth therein (prior to giving effect to the amendments set
forth herein) and (b) due to such intercompany transfers they
cannot comply with Sections 7.1 and 7.4 of the Credit
Agreement (the “ Specified Defaults ”);
and
WHEREAS, the
Borrowers have requested that the Administrative Agent and the
Lenders waive the Specified Defaults, and the effects thereof,
under the Credit Agreement and amend the Credit Agreement with
respect to the Specified Defaults set forth herein.
NOW, THEREFORE,
for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged by the parties hereto, the parties
hereto hereby agree as follows:
Section 1.
Amendments to Credit Agreement . Subject to satisfaction of
the conditions contained in Section 4 below, the parties
hereto agree that the Credit Agreement is modified as
follows:
(a) Section 5.1(c)
of the Credit Agreement is amended by inserting the phrase
“substantially in the form of Exhibit H attached
hereto” after the words “Responsible Officer” in
the second line of such Section.
(b) Section 5.17(a)
of the Credit Agreement is amended by deleting the number
“90” and substituting in its place the number
“150”.
(c) Section 5.17(b)
of the Credit Agreement is amended by deleting the number
“90” in the first line and in the second to last line
of such Section and, in each place, substituting the number
“150”.
(d) Section 5.17(h)(iii)
of the Credit Agreement is amended by deleting the number
“45” and substituting in its place the number
“135”.
(e) Section 6.3(C)
of the Credit Agreement is amended by deleting “June 30,
2006” and substituting in its place the date
“September 30, 2006”.
(f) Section 7.1
of the Credit Agreement is amended by deleting clause (b) and
substituting the following in its place:
“(b)
Indebtedness existing and outstanding on the Closing Date set forth
on Schedule 7.1 and borrowings, reborrowings and
refinancings of such amounts up to the “Available”
amounts set forth on such Schedule 7.1 ;
provided , that, International may not make any payment with
respect to the keep well letters provided for Crawford (China)
Limited and Crawford & Company (Australia) Pty. Ltd and set
forth on Schedule 7.1 except as permitted pursuant to
Section 7.4(d) , and the final paragraph of
Section 7.4 ;”
(g) Section 7.1
of the Credit Agreement is further amended by re-numbering clause
(i) as clause (k) and adding the following new clauses
(i) and (j) in the appropriate alphabetical
order:
“(i)
Indebtedness of any Loan Party to the extent permitted under
Section 7.4(c) ;
(j) Indebtedness
owed by a Foreign Subsidiary to another Foreign Subsidiary;
and”
(h) Section 7.1
of the Credit Agreement is further amended by adding the following
to the end of such Section:
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“Notwithstanding anything in this
Section 7.1 to the contrary, so long as no Default or Event of
Default has occurred and is continuing, the Borrowers may loan the
proceeds of Revolving Loans to any one or more of the Consolidated
Subsidiaries (other than a Dormant Company); provided that
the aggregate principal amount of such intercompany loans
outstanding at any one time shall not exceed the aggregate
outstanding Revolving Loans of all Lenders at such
time.”
(i) Section 7.4
of the Credit Agreement is further amended by deleting clause
(h) and substituting the following in its place:
“(h)
Investments existing on the Closing Date and set forth on
Schedule 7.4 ; provided , that, with respect to any
Investment set forth on Schedule 7.4 consisting of
Indebtedness owing by a Subsidiary that is not a Subsidiary Loan
Party to any Consolidated Party, such Indebtedness, upon repayment,
may not be reborrowed; provided further , that,
International may not make any payments with respect to its keep
well investments in Crawford (China) Limited and Crawford &
Company (Australia) Pty. Ltd set forth on Schedule 7.4
except as permitted pursuant to Section 7.4(d) , and
the final paragraph of this Section 7.4 ”
(j) Section 7.4
of the Credit Agreement is further amended by re-numbering clause
(j) as clause (k) and adding the following new clause
(j) in the appropriate alphabetical order:
“(j)
Investments made by a Foreign Subsidiary in another Foreign
Subsidiary; and”
(k) Section 7.4
of the Credit Agreement is further amended by adding the following
to the end of such Section:
“Notwithstanding anything else in this
Section 7.4 to the contrary, so long as no Default or Event of
Default has occurred and is continuing, the Borrowers may loan the
proceeds of Revolving Loans to any one or more of the Consolidated
Subsidiaries (other than a Dormant Company); provided that
the aggregate principal amount of such intercompany loans
outstanding at any one time shall not exceed the aggregate
outstanding Revolving Loans of all Lenders at such
time.”
(l) Schedule 4.14
of the Credit Agreement is hereby deleted and replaced with
Schedule 4.14 attached hereto.
(m) Schedule 7.1
of the Credit Agreement is hereby deleted and replaced with
Schedule 7.1 attached hereto.
(n) Schedule 7.4
of the Credit Agreement is hereby deleted and replaced with
Schedule 7.4 attached hereto.
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(o) The form
of compliance certificate attached hereto shall be attached to the
Credit Agreement as Exhibit H.
Section 2.
Amendments to Security Agreement . Subject to satisfaction
of the conditions contained in Section 4 below, the parties
hereto agree that the Security Agreement is modified by deleting
Schedule IV and replacing it with Schedule IV attached
hereto.
Section 3.
Waiver . At the request of the Borrowers, but subject to the
satisfaction of the conditions precedent set forth in
Section 4 below, the Administrative Agent and the Lenders
hereby waive the Defaults and Events of Default arising solely by
virtue of the Specified Defaults occurring prior to the date
hereof. The Borrower acknowledges and agrees that the waiver
contained in the foregoing sentence shall not waive (or be deemed
to be or constitute a waiver of) any other covenant, term or
provision in the Credit Agreement or hinder, restrict or otherwise
modify the rights and remedies of the Administrative Agent and the
Lenders following the occurrence of any other present or future
Default or Event of Default (whether or not related to the
Specified Defaults) under the Credit Agreement or any other Loan
Document.
Section 4.
Conditions Precedent . The effectiveness of this Amendment
is subject to receipt by the Administrative Agent of each of the
following, each in form and substance satisfactory to the
Administrative Agent:
(a) This
Amendment, duly executed and delivered by the Borrowers, the
Required Lenders and the Administrative Agent;
(b) A
Reaffirmation of Obligations under Loan Documents (the “
Reaffirmation ”) duly executed by the Borrowers, the
Administrative Agent, the Lenders and each other Loan Party, in the
form of Exhibit A attached hereto; and
(c) Evidence
that all expenses payable to the Administrative Agent, in
connection with this Amendment have been paid; and
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