AMENDMENT NO. 2 TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT
Exhibit 10.1
AMENDMENT NO. 2 TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT
THIS AMENDMENT NO. 2 TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 15,
2006 (this “Amendment”) by and among XXXXXXXX & COMPANY, a Georgia corporation
(“Crawford”) and XXXXXXXX & 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 the Revolving
Credit Agreement dated as of September 30, 2003, as amended and restated by that certain First
Amended and Restated Credit Agreement dated as of September 30, 2005 and amended by that Amendment
No. 1 to First Amended and Restated Credit Agreement (as so amended, the “Credit
Agreement”); and
WHEREAS, the Borrowers have requested that the definition of “LC Commitment” in the Credit
Agreement be amended, and the Lenders are willing to make such an amendment on the terms and
conditions set forth below.
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. Amendment to Credit Agreement. The Credit Agreement is hereby amended by
amending and restating in its entirety the defined term “LC Commitment” contained in Section 1.1.
of the Credit Agreement as follows:
“LC Commitment” shall mean that portion of the Aggregate Resolving Commitments that
may be used by the Borrowers for the issuance of Letters of Credit in an aggregate
stated amount not to exceed $20,000,000.
Section 2. Representations and Warranties. The Borrowers hereby represent and warrant
to the Lenders and the Administrative Agent that as of the date the conditions precedent set forth
in Section 3 below have been satisfied:
(a) the representations and warranties set forth in Article IV of the Credit
Agreement (as amended by this Amendment) are true and correct in all material respects as of
the date the conditions precedent set forth in Section 3 below have been satisfied, 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;
(d) on and as of the date the conditions precedent set forth in Section 3 below have
been satisfied, and 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 3. Conditions Precedent. The amendment of the Credit Agreement shall become
effective as of the 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) Such other documents as the Administrative Agent on behalf of the Lenders may
reasonably request.
Section 4. Release. In consideration of the amendment 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 5. Expenses. The Borrowers jointly and severally agree to reimburse the
Administrative Agent on demand for all reasonable out-of-pocket costs and expenses (including,
without limitation, attorneys’ fees) incurred by it in negotiating, documenting and consummating
this Amendment and the transactions contemplated hereby.
Section 6. Miscellaneous. Except as herein provided, the Credit Agreement shall
remain unchanged and in full force and effect. This Amendment may be executed in any number of
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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. Each reference to
the Credit Agreement in any of the Loan Documents (including the Credit Agreement) shall be deemed
to be a reference to the Credit Agreement, as amended by this Amendment. This Amendment shall be
binding upon and shall inure to the benefit of the parties hereto and their respective permitted
successors and assigns.
Section 13. Definitions. All capitalized terms not otherwise defined herein are used
herein with the respective definitions given them in the Credit Agreement.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to First Amended
and Restated Credit Agreement to be duly executed as of the date first above written.
BORROWERS | ||||||
XXXXXXXX & COMPANY | ||||||
By: | /s/ Xxxxxx X. Xxxxxxxx | |||||
Title: Senior Vice President and Treasurer | ||||||
U.S. Federal Tax Identification No.: 00-0000000 | ||||||
XXXXXXXX & COMPANY | ||||||
INTERNATIONAL, INC. | ||||||
By: | /s/ Xxxxxx X. Xxxxxxxx | |||||
Title: Vice President and Treasurer | ||||||
U.S. Federal Tax Identification No.: 00-0000000 Notice Address: |
||||||
0000 Xxxxxxxxx Xxxxx X.X. | ||||||
Xxxxxxx, Xxxxxxx 00000 | ||||||
Attention: Xxx Xxxxxxxx | ||||||
Telecopy No.: 000-000-0000 |
LENDERS | ||||||
SUNTRUST BANK, | ||||||
as Administrative Agent, Issuing Bank, | ||||||
as Swingline Lender and as a Lender | ||||||
By: | /s/ Xxxxx Xxxxxx | |||||
Title: Vice President |
||||||
BANK OF AMERICA, N.A., | ||||||
as Syndication Agent and a Lender | ||||||
By: | /s/ Xxxxxxx Xxxxxx | |||||
Title: Vice President |
||||||
CITIBANK, N.A., | ||||||
as a Lender | ||||||
By: | /s/ Xxxxxx Van | |||||
Title: Vice President |
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 Xxxxxxxx & Company, Xxxxxxxx & 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 and as
amended pursuant to that certain Amendment No. 2 to First Amended and Restated Credit Agreement
dated as of August 15, 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. 2 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 August 15, 2006.
XXXXXXXX & COMPANY | ||||||
By: | /s/ Xxxxxx X. Xxxxxxxx | |||||
Title: Senior Vice President & Treasurer | ||||||
XXXXXXXX & COMPANY | ||||||
INTERNATIONAL, INC. | ||||||
By: | /s/ Xxxxxx X. Xxxxxxxx | |||||
Title: Vice President & Treasurer | ||||||
XXXXXXXX LEASING SERVICES, INC. | ||||||
THE PRISM NETWORK, INC. | ||||||
CALESCO, INC. | ||||||
XXXXXXXX & COMPANY | ||||||
OF NEW YORK, INC. | ||||||
XXXXXXXX & COMPANY | ||||||
HEALTHCARE MANAGEMENT, INC. | ||||||
RISK SCIENCES GROUP, INC. | ||||||
QIRRA CUSTOM SOFTWARE, INC. | ||||||
XXXXXXXXXXXX XXXXXX, INC. | ||||||
XXXXXXXXXXXX, INC. | ||||||
By: | /s/ Xxxxxx X. Xxxxxxxx | |||||
Title: Treasurer |
[Signature page to Crawford / Reaffirmation of Obligations
under Loan Documents dated as of August 15, 2006]
under Loan Documents dated as of August 15, 2006]
CRAWFORD INVESTIGATION | ||||||
SERVICES, INC. | ||||||
By: | /s/ Xxxx X. Xxxxxx | |||||
Name: Xxxx X. Xxxxxx | ||||||
Title: President | ||||||
XXXXXXXX & COMPANY, L.P. | ||||||
By: | XXXXXXXX & COMPANY, | |||||
as General Partner | ||||||
By: | /s/ Xxxxxx X. Xxxxxxxx | |||||
Name: Xxxxxx X. Xxxxxxxx | ||||||
Title: Senior Vice President & Treasurer | ||||||
THE GARDEN CITY GROUP, INC. | ||||||
By: | /s/ Xxxxxx X. Xxxxxxxx | |||||
Name: Xxxxxx X. Xxxxxxxx | ||||||
Title: Treasurer | ||||||
XXXXXXXX & COMPANY | ||||||
OF CALIFORNIA | ||||||
By: | /s/ Xxxxxxx X. Van Fleet | |||||
Name: Xxxxxxx X. Van Fleet | ||||||
Title: President |
[Signature page to Crawford / Reaffirmation of Obligations
under Loan Documents dated as of August 15, 2006]
under Loan Documents dated as of August 15, 2006]
XXXXXXXX & COMPANY OF ILLINOIS | ||||||
By: | /s/ Xxxxxx X. Xxxxxx | |||||
Name: Xxxxxx X. Xxxxxx | ||||||
Title: President | ||||||
XXXXXXXX & COMPANY OF FLORIDA | ||||||
By: | /s/ Xxxxx Xxxxxx | |||||
Name: Xxxxx Xxxxxx | ||||||
Title: President | ||||||
XXXXXXXX & COMPANY | ||||||
EMPLOYMENT SERVICES, INC. | ||||||
By: | /s/ Xxxx X. Xxxxxxxxx | |||||
Name: Xxxx X. Xxxxxxxxx | ||||||
Title: President | ||||||
CRAWFORD HEALTHCARE | ||||||
MANAGEMENT OF NORFOLK | ||||||
AND BALTIMORE, INC. | ||||||
By: | /s/ Xxxxxxx X. Beach | |||||
Name: Xxxxxxx X. Beach | ||||||
Title: Vice President & Secretary |
[End of Signatures]