EXHIBIT 10.1
AMENDMENT NO. 1 TO
FIRST AMENDED AND RESTATED CREDIT AGREEMENT
THIS AMENDMENT NO. 1 TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT
dated as of June 16, 2006 (this "Amendment") 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").
WITNESSETH:
WHEREAS, the Borrowers, the Lenders and SunTrust, as Administrative
Agent, are parties to that certain First Amended and Restated Credit Agreement
dated as of September 30, 2005 (as in effect immediately prior to the
effectiveness of this Amendment, the "Credit Agreement");
WHEREAS, the Borrowers have requested certain amendments to the Credit
Agreement as more fully described herein, and the Lenders are willing to agree
to such amendments on the terms and conditions set forth below;
NOW, THEREFORE, the parties hereto hereby agree that, effective as of
the Effective Date (as defined in Section 4 hereof), the Credit Agreement shall
be amended as follows:
Section 1. Definitions. All capitalized terms used herein and not
otherwise defined herein shall have the meanings given such terms as set forth
in the Credit Agreement.
Section 2. Amendments. Effective as of the Effective Date:
(a) Section 1.1 of the Credit Agreement shall be amended by adding the
following sentence at the end of the defined term "INDEBTEDNESS":
"Notwithstanding the foregoing, the Permitted Sale/Leaseback Transaction
shall be excluded from 'sale and leaseback transactions' in clause (x) of
the definition of Indebtedness; provided, however, if the lease obligations
under the Permitted Sale/Leaseback Transaction would otherwise be included
in the definition of Indebtedness, such lease obligations shall not be
excluded from the definition of Indebtedness."
(b) Section 1.1 of the Credit Agreement shall be amended by deleting
the defined term "PERMITTED SALE/LEASEBACK TRANSACTION" therein and substituting
in lieu thereof the following definition:
"PERMITTED SALE/LEASEBACK TRANSACTION" shall mean a transaction
to be entered into by Crawford after the Closing Date pursuant to which
Crawford will sell its corporate headquarters located at 5620 Glenridge
Drive, Atlanta, Georgia, and contemporaneously lease property to be used as
Crawford's corporate headquarters; provided, that (i) such sale/leaseback
transaction is consummated no later than September 30, 2006; (ii) Crawford
receives gross cash proceeds of not less than $8,000,000 in connection with
such sale, (iii) no Default or Event of Default exists immediately prior to
such sale/leaseback transaction or will result after giving effect to such
sale/leaseback transaction and (iv) the terms and conditions of the lease
of such property are reasonably acceptable to the Administrative Agent.
(c) Section 7.6 of the Credit Agreement shall be amended by deleting
clause (c) thereof and substituting in lieu thereof the following:
"(c) the sale or other disposition of the real property and
improvements currently comprising Crawford's corporate headquarters at 5620
Glenridge Drive, Atlanta, Georgia, but only if (i) prior to the
consummation of such sale or disposition (x) replacement offices have been
leased or purchased and (y) Crawford has given the Administrative Agent
written notice of its new address in accordance with Section 10.1, (ii)
such sale or disposition is consummated no later than September 30, 2006;
(iii) Crawford receives gross cash proceeds of not less than $8,000,000 in
connection with such sale or disposition and (iii) no Default or Event of
Default exists immediately prior to such sale or disposition or will result
after giving effect to such sale or disposition; and"
Section 3. Representations and Warranties. The Borrowers hereby
represent and warrant to the Lenders and the Administrative Agent that as of the
Effective Date:
(a) the representations and warranties set forth in Article IV of the
Credit Agreement are true and correct in all material respects as of the
Effective Date, except to the extent such representations and warranties
specifically relate to an earlier date, in which case such representations
and warranties shall have been true, correct and complete in all material
respects on and as of such earlier date;
(b) the execution and delivery by the Borrowers of this Amendment are
within the corporate power and authority of the Borrowers, have been duly
authorized by all requisite corporate action of the Borrowers, and do not
and will not contravene any provision of applicable law or the Borrowers'
articles of incorporation or by-laws, or any amendment thereof, or any
indenture, agreement, instrument or undertaking binding on the Borrowers,
including, without limitation, the Note Purchase Agreement. This Amendment
has been duly executed by the Borrowers;
(c) the Credit Agreement and the other Loan Documents remain in full
force and effect and constitute the legal, valid and binding obligations of
the Borrowers, enforceable in accordance with their terms, except as
limited by bankruptcy, insolvency, reorganization, moratorium or similar
laws relating to or affecting generally the enforcement of creditor's
rights;
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(d) on and as of the date hereof, and on the Effective Date, after
giving effect to this Amendment, no Default or Event of Default has
occurred or will otherwise exist; and
(e) All Subsidiary Loan Parties, and all Subsidiaries of Crawford that
are required to be or become a Subsidiary Loan Party pursuant to Section
5.10 of the Credit Agreement, have duly executed and delivered the
Reaffirmation (as defined below).
Section 4. Conditions Precedent. This Amendment, and the amendments
contemplated hereby, shall become effective as of the date (the "Effective
Date") that the Administrative Agent shall have received each of the following,
in form and substance satisfactory to it:
(a) This Amendment, duly executed and delivered by the Borrowers, the
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 of the Subsidiary Loan Parties, in the form of Exhibit
A attached hereto;
(c) on or prior to the Effective Date, delivery of certified copies of
all consents, approvals, authorizations, registrations, or filings required
to be made or obtained, if any, by either Borrower and any Subsidiary Loan
Party in connection with this Amendment and the transactions contemplated
herein; and
(d) Such other documents as the Administrative Agent on behalf of the
Lenders may reasonably request.
Section 5. Release. In consideration of the amendments contained
herein, the Borrowers hereby waive and release each of the Lenders, the
Administrative Agent and the Issuing Bank from any and all claims and defenses,
known or unknown, with respect to the Credit Agreement and the other Loan
Documents and the transactions contemplated thereby.
Section 6. Miscellaneous. Except as expressly herein provided, the
Credit Agreement shall remain unchanged and in full force and effect. This
Amendment may be executed in any number of counterparts, all of which taken
together shall constitute one and the same instrument and any of the parties
hereto may execute this Amendment by signing any such counterpart and sending
the same by telecopier, mail, messenger or courier to the Administrative Agent.
This Amendment shall be governed by, and construed in accordance with, the law
of the State of New York.
[Remainder of page intentionally left bank.]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No.
1 to First Amended and Restated Credit Agreement to be duly executed as of the
date first above written.
BORROWERS
CRAWFORD & COMPANY
By: /s/ J. R. Caporaso
------------------------------------
Name: Joseph R. Caporaso
Title: Senior Vice President & Treasurer
U.S. Federal Tax Identification
No.: 58-0506554
CRAWFORD & COMPANY INTERNATIONAL, INC.
By: /s/ J. R. Caporaso
------------------------------------
Name: Joseph R. Caporaso
Title: Vice President & Treasurer
U.S. Federal Tax Identification
No.: 58-1925694
Notice Address:
5620 Glenridge Drive N.E.
Atlanta, Georgia 30342
Attention: Joe Caporaso
Telecopy No.: 404-845-3127
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LENDERS
SUNTRUST BANK,
as Administrative Agent, Issuing
Bank,
as Swingline Lender and as a Lender
By: /s/ Kelly Gunter
------------------------------------
Name: Kelly Gunter
Title: Vice President
BANK OF AMERICA, N.A.,
as Syndication Agent and a Lender
By: /s/ Kristen Carver
------------------------------------
Name: Kristen Carver
Title: Vice President
CITIBANK, N.A.,
as a Lender
By: /s/ Tom Hollahan
------------------------------------
Name: Tom Hollahan
Title: Vice President
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EXHIBIT A
REAFFIRMATION OF OBLIGATIONS UNDER LOAN DOCUMENTS
Reference is hereby made to that certain First Amended and Restated Credit
Agreement dated as of September 30, 2005 among Crawford & Company, Crawford &
Company International, Inc., the Lenders a party thereto and SunTrust Bank, as
Administrative Agent, as amended pursuant to that certain Amendment No. 1 to
First Amended and Restated Credit Agreement dated as of June 16, 2006 (as so
amended, the "Credit Agreement"; capitalized terms used herein and not defined
herein have the meanings ascribed to such terms in the Credit Agreement).
Crawford hereby (i) reaffirms its continuing obligations owing to the
Collateral Agent (as defined in the Pledge Agreement) and the Lenders under the
Pledge Agreement and (ii) confirms that the liens and security interests created
by the Pledge Agreement continue to secure the Pledged Obligations (as defined
in the Pledge Agreement).
Each of the undersigned Loan Parties hereby reaffirms its continuing
obligations owing to the Administrative Agent and the Lenders under each of the
other Loan Document (including, without limitation, the Notes and the Subsidiary
Guaranty Agreement) to which such Person is a party, and each Loan Party agrees
that the amendments contained in Amendment No. 1 to First Amended and Restated
Credit Agreement shall not in any way affect the validity and/or enforceability
of any such other Loan Document, or reduce, impair or discharge the obligations
of such Person thereunder.
Each of the undersigned Loan Parties hereby represents and warrants to the
Collateral Agent, the Administrative Agent and the Lenders that: (a) the
execution and delivery by the Loan Parties of this Reaffirmation is within the
power (corporate or otherwise) and authority of the Loan Parties, has been duly
authorized and approved by all requisite action on the part of the Loan Parties,
and does not and will not contravene, breach or conflict with any provision of
applicable law or any of the charter or other organic documents of the Loan
Parties, or any indenture, agreement, instrument or undertaking binding on the
Loan Parties; (b) this Reaffirmation has been duly executed by the Loan Parties;
(c) the Loan Documents remain in full force and effect and constitute the legal,
valid and binding obligations of the Loan Parties, enforceable in accordance
with their terms, except as limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws relating to or affecting generally the enforcement of
creditor's rights; and (d) all of the Obligations are absolute and
unconditional, and such Obligations are not subject to any claim, defense,
deduction, right of offset or otherwise.
This Reaffirmation shall be construed in accordance with and be governed by
the law (without giving effect to the conflict of law principles thereof) of the
State of New York.
IN WITNESS WHEREOF, each of the undersigned has duly executed and delivered
this Reaffirmation of Obligations under Loan Documents as of June 16, 2006.
CRAWFORD & COMPANY
By: /s/ J. R. Caporaso
------------------------------------
Name: Joseph R. Caporaso
Title: Senior Vice President & Treasurer
CRAWFORD & COMPANY INTERNATIONAL, INC.
By: /s/ J. R. Caporaso
------------------------------------
Name: Joseph R. Caporaso
Title: Vice President & Treasurer
CRAWFORD LEASING SERVICES, INC.
THE PRISM NETWORK, INC.
CALESCO, INC.
CRAWFORD & COMPANY
OF NEW YORK, INC.
CRAWFORD & COMPANY
HEALTHCARE MANAGEMENT, INC.
RISK SCIENCES GROUP, INC.
QIRRA CUSTOM SOFTWARE, INC.
BROCKLEHURST MILLER, INC.
BROCKLEHURST, INC.
By: /s/ J. R. Caporaso
------------------------------------
Name: Joseph R. Caporaso
Title: Treasurer
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[SIGNATURE PAGE TO CRAWFORD / REAFFIRMATION OF OBLIGATIONS
UNDER LOAN DOCUMENTS DATED AS OF JUNE 16, 2006]
CRAWFORD INVESTIGATION SERVICES, INC.
By: /s/ John F. Pflanz
------------------------------------
Name: John F. Pflanz
Title: President
CRAWFORD & COMPANY, L.P.
By: CRAWFORD & COMPANY,
as General Partner
By: /s/ J. R. Caporaso
------------------------------------
Name: Joseph R. Caporaso
Title: Senior Vice President & Treasurer
THE GARDEN CITY GROUP, INC.
By: /s/ J. R. Caporaso
------------------------------------
Name: Joseph R. Caporaso
Title: Treasurer
CRAWFORD & COMPANY OF CALIFORNIA
By: /s/ Jeffrey B. Van Fleet
------------------------------------
Name: Jeffrey B. Van Fleet
Title: President
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[SIGNATURE PAGE TO CRAWFORD / REAFFIRMATION OF OBLIGATIONS
UNDER LOAN DOCUMENTS DATED AS OF JUNE 16, 2006]
CRAWFORD & COMPANY OF ILLINOIS
By: /s/ Joseph P. Rainey
------------------------------------
Name: Joseph P. Rainey
Title: President
CRAWFORD & COMPANY OF FLORIDA
By: /s/ Henry Taylor
------------------------------------
Name: Henry Taylor
Title: President
CRAWFORD & COMPANY
EMPLOYMENT SERVICES, INC.
By: /s/ Matt C. Wilkinson
------------------------------------
Name: Matt C. Wilkinson
Title: President
CRAWFORD HEALTHCARE
MANAGEMENT OF NORFOLK
AND BALTIMORE, INC.
By: /s/ William L. Beach
------------------------------------
Name: William L. Beach
Title: Vice President & Secretary
[END OF SIGNATURES]
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