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Exhibit 10.2
WAIVER AND AMENDMENT
TO
NOTE PURCHASE AGREEMENT
DATED AS OF SEPTEMBER 30, 2003
As of September 30, 2005
TO EACH OF THE PERSONS LISTED IN THE
ATTACHED SCHEDULE 1
(EACH, A "CURRENT NOTEHOLDER")
Ladies and Gentlemen:
Crawford &
Company, a Georgia corporation (together with its successors
and
assigns, the "COMPANY") and Crawford &
Company International, Inc., a Georgia
corporation (together with its successors
and assigns, the "CO-OBLIGOR" and
together with the Company, the "OBLIGORS")
jointly and severally agree with you
as follows:
1. NOTE ISSUANCE, ETC.
(a) The Obligors jointly and severally issued and sold
$50,000,000
aggregate
principal amount of their joint and several 6.08% Senior
Guarantied Notes
due October 10, 2010 (the "NOTES"), pursuant to that
certain Note
Purchase Agreement dated as of September 30, 2003 by and among
the Obligors and
each of the Current Noteholders (prior to the amendments
effected hereby,
the "EXISTING AGREEMENT" and, immediately after giving
effect to such
amendments, and as may be further amended, restated or
otherwise
modified from time to time, the "AMENDED AGREEMENT").
(b) The register for the registration and transfer of the Notes
indicates that
the Current Noteholders are currently the holders of the
entire
outstanding principal amount of the Notes.
2. DEFINED TERMS.
"COMPANY'S
HEADQUARTERS' SALE/LEASEBACK TRANSACTION" means a transaction
to
be entered into by the Company after the
Effective Date pursuant to which the
Company will sell its corporate
headquarters located at 5620 Glenridge Drive,
Atlanta, Georgia, and contemporaneously
lease property to be used as the
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Company's corporate headquarters; provided,
that (i) such Sale and Leaseback
Transaction is consummated no later than
June 30, 2006, (ii) prior to the
consummation of such sale, replacement
offices have been leased or purchased,
(iii) the Company receives gross cash
proceeds of not less than $10,000,000 in
connection with such sale, (iv) no Default
or Event of Default exists
immediately prior to such Sale and
Leaseback Transaction or will result after
giving effect to such Sale and Leaseback
Transaction and (v) the terms and
conditions of the lease of such property
are reasonably acceptable to the
Required Holders.
Capitalized
terms used herein and not otherwise defined herein have the
meanings ascribed to them in the Amended
Agreement.
3. WAIVERS.
3.1. COMPANY'S
HEADQUARTERS' SALE/LEASEBACK TRANSACTION. With respect to
the Company's Headquarters' Sale/Leaseback
Transaction, and with respect to such
proposed transaction only, the Current
Noteholders hereby (i) waive the
requirement set forth in Section 10.4(c)(i)
of the Existing Agreement, provided,
however, that the Disposition Value of the
property sold in such transaction
shall be included when calculating the
aggregate Disposition Value of all Asset
Dispositions, pursuant to Section
10.4(c)(i) and Section 10.4(c)(ii), with
respect to any subsequent Asset
Disposition, and (ii) agree that the lease
portion of the Company's Headquarters'
Sale/Leaseback Transaction shall not
constitute an "Investment" under the
Amended Agreement.
3.2. WAIVER OF
EVENT OF DEFAULT. The Current Noteholders hereby waive the
Event of Default under the Existing
Agreement arising solely by virtue of the
failure by the Obligors to dissolve
Brocklehursts, Inc. as required by Section
9.10 of the Existing Agreement. The
Obligors acknowledge and agree that the
foregoing waiver shall not waive (or be
deemed to be or constitute a waiver of)
any other covenant, term or provision in
the Existing Agreement or the Amended
Agreement, or hinder, restrict or otherwise
modify the rights and remedies of
the Current Noteholders and the Agent with
respect to any other existing Event
of Default (if any) or any future Default
or Event of Default under the Amended
Agreement or any other Financing
Document.
4. AMENDMENTS.
Subject to
Section 6, the Existing Agreement is amended as provided for by
this Waiver and Amendment in the manner
specified in Exhibit A (collectively,
the "AMENDMENTS").
5. WARRANTIES AND
REPRESENTATIONS.
To induce the
Current Noteholders to enter into this Waiver and Amendment
and to consent to the Amendments, the
Obligors warrant and represent as follows
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(it being agreed, however, that nothing in
this Section 5 shall affect any of
the warranties and representations
previously made by the Obligors in or
pursuant to the Existing Agreement, and
that all of such other warranties and
representations, as well as the warranties
and representations in this Section
5, shall survive the effectiveness of the
Amendments):
5.1.
ORGANIZATION; POWER AND AUTHORITY.
Each Obligor is
duly organized, validly existing and in good standing under
the laws of Georgia, and is duly qualified
as a foreign corporation and in good
standing in each jurisdiction in which such
qualification is required by law,
other than those jurisdictions as to which
the failure to be so qualified or in
good standing would not, individually or in
the aggregate, reasonably be
expected to have a Material Adverse Effect.
Each Obligor has the corporate power
and authority to execute and deliver this
Waiver and Amendment and to perform
the provisions hereof.
5.2.
AUTHORIZATION, ETC.
This Waiver and
Amendment has been duly authorized by all necessary
corporate action on the part of each
Obligor and constitutes a legal, valid and
binding obligation of each Obligor
enforceable against each Obligor, jointly and
severally, in accordance with its terms,
except as such enforceability may be
limited by (a) applicable bankruptcy,
insolvency, reorganization, moratorium or
other similar laws affecting the
enforcement of creditors' rights generally and
(b) general principles of equity
(regardless of whether such enforceability is
considered in a proceeding in equity or at
law).
5.3. COMPLIANCE
WITH LAWS, OTHER INSTRUMENTS, ETC.
The execution,
delivery and performance by the Obligors of this Waiver and
Amendment will not (a) contravene, result
in any breach of, or constitute a
default under, or result in the creation of
any Lien in respect of any property
of the Obligors or any Subsidiary of the
Company under, any applicable
indenture, mortgage, deed of trust, loan,
purchase or credit agreement, lease,
corporate charter or by-laws, or any other
applicable agreement or instrument to
which the Company, the Co-Obligor or any
Subsidiary of the Company, or any of
their respective properties, may be bound
or affected, (b) conflict with or
result in a breach of any of the terms,
conditions or provisions of any order,
judgment, decree, or ruling of any court,
arbitrator or Governmental Authority
applicable to the Obligors or any
Subsidiary of the Company or (c) violate any
provision of any statute or other rule or
regulation of any Governmental
Authority applicable to the Obligors or any
Subsidiary of the Company.
5.4. DISCLOSURE
OF DEFAULTS.
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After giving
effect to this Waiver and Amendment, no event will have
occurred and no condition will exist which
would constitute a Default or an
Event of Default under the Amended
Agreement.
5.5. FULL DISCLOSURE.
Neither the
financial statements and other certificates previously provided
to the Current Noteholders pursuant to the
provisions of the Existing Agreement
nor the statements made in this Waiver and
Amendment nor any other written
statements furnished by or on behalf of the
Obligors to the Current Noteholders
in connection with the proposal and
negotiation hereof, taken as a whole,
contain any untrue statement of a material
fact or omit a material fact
necessary to make the statements contained
therein and herein not misleading.
5.6. NO MATERIAL
ADVERSE CHANGE.
Since December
31, 2004, there has been no change in the financial
condition, operations, business, properties
or prospects of the Obligors or any
Subsidiary of the Company except changes
that, in the aggregate, could not
reasonably be expected to have a Material
Adverse Effect.
6. EFFECTIVENESS OF
AMENDMENTS.
This Waiver and
Amendment shall become effective as of September 30, 2005
(the "EFFECTIVE DATE"), provided that
(i) the Company
and the Required Holders shall have indicated their written
consent hereto by executing and delivering
to each other counterparts hereof;
and
(ii) each
Current Noteholder shall have received a fully executed copy of
that certain First Amended and Restated
Credit Agreement, dated as of September
30, 2005, among the Obligors, the lenders
party thereto, and SunTrust Bank, as
Agent.
7. EXPENSES
Whether or not
this Waiver and Amendment becomes effective, the Company
will prompt
