EX-10.11 2 g93630exv10w11.txt EX-10.11 REVOLVING CREDIT AGREEMENT ================================================================================ 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 TABLE OF CONTENTS
PAGE ---- 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
i 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
ii 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
iii 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
iv 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
v 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 vi 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 vii 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. 1 "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. 2 "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; (c) Crawford ceases to own directly 100% of the outstanding capital stock of International; or (d) occupation of a majority of the seats (other than vacant seats) on the board of 3 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- 4 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. 5 "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 (c) each other date on which the Administrative Agent shall, in its discretion, 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. 6 "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 7 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 8 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. 9 "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 10 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. 11 "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 12 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. 13 "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 14 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 15 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; 16 (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. 17 "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. 18 "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. 19 "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. 20 "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"). 21 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. 22 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 23 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 24 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. (c) If for any reason a Base Rate Borrowing may not be (as determined 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 25 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. (c) All payments of Obligations under this Agreement, the Notes or any 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 26 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 27 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. (c) Loans. Any Loan in the currency of a Participating Member State 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. 28 (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 29 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. 30 (c) All Revolving Loans shall be made by the Lenders on the basis of 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. (c) If, on the expiration of any Interest Period in respect of any 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 31 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. (c) If the Administrative Agent determines at any time that the sum of 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 32 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 33 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. (c) While an Event of Default exists and after acceleration, the 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. 34 (e) The Administrative Agent shall determine each interest rate applicable to the Loans hereunder and shall promptly notify the Borrowers and the Lenders of such rate in writing (or by telephone, promptly confirmed in writing). Any such determination shall be conclusive and binding for all purposes, absent manifest error. SECTION 2.16. FEES. (a) Administrative Agent's Fees. The Borrowers shall pay to the Administrative Agent for its own account fees in the amounts and at the times previously agreed upon by the Borrowers and the Administrative Agent. (b) Commitment Fee. The Borrowers agree to pay to the Administrative Agent for the account of each Lender a commitment fee, which fee shall accrue at the Applicable Percentage on the average daily amount of the unused Revolving Commitment of such Lender during the Availability Period; provided, that if any Lender continues to have any Revolving Credit Exposure after the Commitment Termination Date, then the commitment fee shall continue to accrue on the amount of such Lender's unused Revolving Commitment from and after the Commitment Termination Date to the date that such Lender's Revolving Commitment has been terminated. Accrued commitment fees shall be payable in arrears on the last day of each March, June, September and December of each year and on the Commitment Termination Date, commencing on the first such date after the Funding Date; provided further, that any commitment fees accruing after the Commitment Termination Date shall be payable on demand. For purposes of computing commitment fees with respect to the Revolving Commitments, the Revolving Commitment of each Lender shall be deemed used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender. Any Swingline Loans outstanding shall be treated as if such Loan were unused for purposes of this clause (b). (c) Letter of Credit Fees. The Borrowers agree to pay (i) to the Administrative Agent, for the account of each Lender, a letter of credit fee with respect to its participation in each Letter of Credit, which shall accrue at the Applicable Percentage then in effect on the average daily amount of such Lender's LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to such Letter of Credit during the period from and including the date of issuance of such Letter of Credit to but excluding the date on which such Letter of Credit expires or is drawn in full (including without limitation any LC Exposure that remains outstanding after the Commitment Termination Date) and (ii) to the Issuing Bank for its own account a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to Unreimbursed LC Disbursements) during the Availability Period (or until the date that such Letter of Credit is irrevocably cancelled, whichever is later), as well as the Issuing Bank's standard fees with respect to issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. While an Event of Default exists or after acceleration, at the option of the Required Lenders, the Borrowers shall pay to the Administrative Agent, for the account of each Lender, a letter of credit fee with respect to its participation in each Letter of Credit, which shall accrue at the rate otherwise applicable plus an additional 2% per annum until the date on which such Letter of Credit expires or is drawn in full 35 (including without limitation any LC Exposure that remains outstanding after the Commitment Termination Date). (d) Payments. Accrued fees shall be payable quarterly in arrears on the last day of each of March, June, September and December, commencing on the first such date after the Funding Date and on the Commitment Termination Date (and if later, the date the Loans and LC Exposure shall be repaid in their entirety). SECTION 2.17. EFFECTIVE DATE FOR ADJUSTMENT TO APPLICABLE PERCENTAGE AND APPLICABLE MARGIN. The Applicable Percentage and Applicable Margin shall be determined and adjusted quarterly on the date that is two Business Days after the date on which the Borrowers provide the officer's certificate in accordance with the provisions of Section 5.1.(c) (each "Margin Calculation Date"); provided, however that (i) the Applicable Percentage and the Applicable Margin from the Closing Date until the first Margin Calculation Date subsequent to the Funding Date shall be at Level IV (as set forth in Schedule I), and, thereafter, such level shall be determined by the then current Leverage Ratio, and (ii) if the Borrowers fail to provide the officer's certificate to the Administrative Agent by the date such certificate is required to be delivered under Section 5.1.(c), the Applicable Percentage and the Applicable Margin from such date shall be at Level V until such time as an appropriate officer's certificate is provided, whereupon the level shall be determined by the then current Leverage Ratio. Except as set forth above, the Applicable Percentage and the Applicable Margin shall be effective from one Margin Calculation Date until the next Margin Calculation Date SECTION 2.18. COMPUTATION OF INTEREST AND FEES. Interest based on the prime lending rate hereunder shall be computed on the basis of a year of 365 days (or 366 days in a leap year) and paid for the actual number of days elapsed (including the first day but excluding the last day). All other interest and all fees shall be computed on the basis of a year of 360 days (except for any Eurocurrency Loans outstanding in British pounds sterling, Australia dollars, Canadian dollars, Hong Kong dollars and South Africa rand, each of which shall be computed on the basis of a year of 365 or 366 days, as the case may be) and paid for the actual number of days elapsed (including the first day but excluding the last day). Each determination by the Administrative Agent of an interest amount or fee hereunder shall be made in good faith and, except for manifest error, shall be final, conclusive and binding for all purposes. SECTION 2.19. INABILITY TO DETERMINE INTEREST RATES. If prior to the commencement of any Interest Period for any Eurocurrency Borrowing, (i) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrowers) that, by reason of circumstances affecting the relevant interbank market, adequate means do not exist for ascertaining the LIBOR for such Interest Period, or (ii) the Administrative Agent shall have received notice from the Required Lenders that the Adjusted LIBOR does not adequately and fairly reflect the cost to such 36 Lenders of making, funding or maintaining their Eurocurrency Loans for such Interest Period, the Administrative Agent shall give written notice (or telephonic notice, promptly confirmed in writing) to the Borrowers and to the Lenders as soon as practicable thereafter. In the case of Eurocurrency Loans, until the Administrative Agent shall notify the Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist, (i) the obligations of the Lenders to make Eurocurrency Revolving Loans or to continue or convert outstanding Loans as or into Eurocurrency Loans shall be suspended and (ii) all such affected Loans shall automatically, on the last day of the then current Interest Period applicable thereto unless the Borrowers prepay such Loans in accordance with this Agreement, (A) if such Loans are Eurocurrency Loans, be converted into Base Rate Loans and (B) if such Loans are Eurocurrency Loans denominated in a Foreign Currency, be exchanged for the Dollar Equivalent thereof and converted into Base Rate Loans. Unless the Borrowers notify the Administrative Agent at least one Business Day before the date of any Eurocurrency Borrowing for which a Notice of Revolving Borrowing has previously been given that it elects not to borrow on such date, then such Borrowing shall be made as a Base Rate Borrowing. SECTION 2.20. ILLEGALITY. If any Change in Law shall make it unlawful or impossible for any Lender to make, maintain or fund any Eurocurrency Loan and such Lender shall so notify the Administrative Agent, the Administrative Agent shall promptly give notice thereof to the Borrowers and the other Lenders, whereupon until such Lender notifies the Administrative Agent and the Borrowers that the circumstances giving rise to such suspension no longer exist, the obligation of such Lender to make Eurocurrency Revolving Loans or to continue or convert outstanding Loans as or into Eurocurrency Loans shall be suspended. In the case of the making of a Eurocurrency Borrowing, such Lender's Revolving Loan shall be made as a Base Rate Loan as part of the same Borrowing for the same Interest Period and if the affected Eurocurrency Loan is then outstanding, such Loan shall be converted to a Base Rate Loan either (i) on the last day of the then current Interest Period applicable to such Eurocurrency Loan if such Lender may lawfully continue to maintain such Loan to such date or (ii) immediately if such Lender shall determine that it may not lawfully continue to maintain such Eurocurrency Loan to such date. In the case of the making of a Eurocurrency Borrowing denominated in a Foreign Currency, such Lender's Revolving Loan shall be made as a Base Rate Loan as part of the same Borrowing for the same Interest Period and if the affected Loan is then outstanding, such Loan shall be exchanged for the Dollar Equivalent thereof and converted to a Base Rate Loan either (i) on the last day of the then current Interest Period applicable to such Loan if such Lender may lawfully continue to maintain such Loan to such date or (ii) immediately if such Lender shall determine that it may not lawfully continue to maintain such Loan to such date. Notwithstanding the foregoing, the affected Lender shall, prior to giving such notice to the Administrative Agent, designate a different Applicable Lending Office if such designation would avoid the need for giving such notice and if such designation would not otherwise be disadvantageous to such Lender in the good faith exercise of its discretion. SECTION 2.21. INCREASED COSTS. (a) If any Change in Law shall: 37 (i) impose, modify or deem applicable any reserve, special deposit or similar requirement that is not otherwise included in the determination of the Adjusted LIBOR hereunder against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBOR ) or the Issuing Bank; or (ii) impose on any Lender or on the Issuing Bank or the eurocurrency interbank market any other condition affecting this Agreement or any Eurocurrency Loans made by such Lender or any Letter of Credit or any participation therein; and the result of the foregoing is to increase the cost to such Lender of making, converting into, continuing or maintaining a Eurocurrency Loan, or to increase the cost to such Lender or the Issuing Bank of participating in or issuing any Letter of Credit or to reduce the amount received or receivable by such Lender or the Issuing Bank hereunder (whether of principal, interest or any other amount), then the Borrowers shall promptly pay, upon written notice from and demand by such Lender on the Borrowers (with a copy of such notice and demand to the Administrative Agent), to the Administrative Agent for the account of such Lender, within five Business Days after the date of such notice and demand, additional amount or amounts sufficient to compensate such Lender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered. (b) If any Lender or the Issuing Bank shall have determined that on or after the date of this Agreement any Change in Law regarding capital requirements has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's capital (or on the capital of such Lender's or the Issuing Bank's parent corporation) as a consequence of its obligations hereunder or under or in respect of any Letter of Credit to a level below that which such Lender or the Issuing Bank or such Lender's or the Issuing Bank's parent corporation could have achieved but for such Change in Law (taking into consideration such Lender's or the Issuing Bank's policies or the policies of such Lender's or the Issuing Bank's parent corporation with respect to capital adequacy) then, from time to time, within five (5) Business Days after receipt by the Borrowers of written demand by such Lender (with a copy thereof to the Administrative Agent), the Borrowers shall pay to such Lender such additional amounts as will compensate such Lender or the Issuing Bank or such Lender's or the Issuing Bank's parent corporation for any such reduction suffered. (c) If and so long as any Lender is required to make special deposits with the Bank of England, to maintain reserve asset ratios or to pay fees, in each case in respect of such Lender's Eurocurrency Loans denominated in any Foreign Currency, such Lender may require the Borrowers to pay, contemporaneously with each payment of interest on each of such Loans, additional interest on such Loan at a rate per annum equal to the Mandatory Costs Rate calculated in accordance with the formula and in the manner set forth in Exhibit 2.21 hereto. (d) If and so long as any Lender is required to comply with reserve assets, liquidity, cash margin or other requirements of any monetary or other authority (including any such requirement imposed by the European Central Bank or the European System of Central Banks, but excluding requirements reflected in the Statutory Reserve Rate or the Mandatory Costs Rate) in respect of any of such Lender's Eurocurrency Loans denominated in a Foreign Currency, such 38 Lender may require the Borrowers to pay, contemporaneously with each payment of interest on each of such Loans subject to such requirements, additional interest on such Loan at a rate per annum specified by such Lender to be the cost to such Lender of complying with such requirement in relation to such Loan. (e) A certificate of a Lender or the Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or the Issuing Bank or such Lender's or the Issuing Bank's parent corporation, as the case may be, specified in paragraph (a), (b), (c) or (d) of this Section shall be delivered to the Borrowers (with a copy to the Administrative Agent) and shall be conclusive, absent manifest error. The Borrowers shall pay any such Lender or the Issuing Bank, as the case may be, such amount or amounts within 10 days after receipt thereof. (f) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender's or the Issuing Bank's right to demand such compensation; provided, that the Borrowers shall not be required to compensate a Lender or the Issuing Bank under this Section for any increased costs or reductions incurred more than 120 days prior to the date that such Lender or the Issuing Bank notifies the Borrowers of such increased costs or reductions and of such Lender's or the Issuing Bank's intention to claim compensation therefor. SECTION 2.22. FUNDING INDEMNITY. In the event of (a) the payment of any principal of a Eurocurrency Loan other than on the last day of the Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion or continuation of a Eurocurrency Loan other than on the last day of the Interest Period applicable thereto or (c) the failure by the Borrowers to borrow, prepay, convert or continue any Eurocurrency Loan on the date specified in any applicable notice (regardless of whether such notice is withdrawn or revoked), then, in any such event, the Borrowers shall compensate each Lender, within five (5) Business Days after written demand from such Lender, for any loss, cost or expense attributable to such event. In the case of a Eurocurrency Loan, such loss, cost or expense shall be deemed to include an amount determined by such Lender to be the excess, if any, of (A) the amount of interest that would have accrued on the principal amount of such Eurocurrency Loan if such event had not occurred at the Adjusted LIBOR applicable to such Eurocurrency Loan for the period from the date of such event to the last day of the then current Interest Period therefor (or in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Eurocurrency Loan) over (B) the amount of interest that would accrue on the principal amount of such Eurocurrency Loan for the same period if the Adjusted LIBOR were set on the date such Eurocurrency Loan was prepaid or converted or the date on which the Borrowers failed to borrow, convert or continue such Eurocurrency Loan. A certificate as to any additional amount payable under this Section 2.22 submitted to the Borrowers by any Lender shall be conclusive, absent manifest error. SECTION 2.23. TAXES. (a) Any and all payments by or on account of any obligation of either Borrower hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided, that if either Borrower shall be required to deduct any Indemnified Taxes or Other 39 Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, any Lender or the Issuing Bank (as the case may be) shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) such Borrower shall make such deductions and (iii) such Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law. (b) In addition, such Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law. (c) Each Borrower shall indemnify the Administrative Agent, each Lender and the Issuing Bank, within five (5) Business Days after written demand therefore, for the full amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent, such Lender or the Issuing Bank, as the case may be, on or with respect to any payment by or on account of any obligation of either Borrower hereunder (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrowers by a Lender or the Issuing Bank, or by the Administrative Agent on its own behalf or on behalf of a Lender or the Issuing Bank, shall be conclusive absent manifest error. (d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by a Borrower to a Governmental Authority, the Borrowers shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent. (e) Each Foreign Lender shall deliver to the Borrowers (with a copy to the Administrative Agent), at the time or times prescribed by applicable law, such properly completed and executed documentation prescribed by applicable law or reasonably requested by the Borrowers as will permit all payments under this Agreement to be made without withholding. Without limiting the generality of the foregoing, each Foreign Lender agrees that it will deliver to the Administrative Agent and the Borrowers (or in the case of a Participant, to the Lender from which the related participation shall have been purchased) (i) two (2) duly completed copies of Internal Revenue Service Form W-8ECI or W-8BEN, or any successor form thereto, as the case may be, certifying in each case that such Foreign Lender is entitled to receive payments made by the Borrowers hereunder and under the Notes payable to it, without deduction or withholding of any United States federal income taxes and (ii) a duly completed Internal Revenue Service Form W-8 or W-9, or any successor form thereto, as the case may be, to establish an exemption from United State backup withholding tax. Each such Foreign Lender shall deliver to the Borrowers and the Administrative Agent such forms on or before the date that it becomes a party to this Agreement (or in the case of a Participant, on or before the date such Participant purchases the related participation). In addition, each such Lender shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered by such Lender. Each such Lender shall promptly notify the Borrowers and the 40 Administrative Agent at any time that it determines that it is no longer in a position to provide any previously delivered certificate to the Borrowers (or any other form of certification adopted by the U.S. taxing authorities for such purpose) which notice shall create in Borrowers the right to replace such Lender pursuant to Section 2.25 hereof. (f) Each Lender agrees upon the request of the Borrowers and at the Borrowers' expense to complete, accurately and in a manner reasonably satisfactory to the Borrowers and the Administrative Agent, and to execute, arrange for any required certification of, and deliver to the Borrowers (with a copy to the Administrative Agent) (or to such government or taxing authority as the Borrowers or Administrative Agent reasonably directs), any other form or document that may be required under the laws of any jurisdiction outside the United States to allow the Borrowers to make a payment under this Agreement or the other Loan Documents without any deduction or withholding for or on account of any taxes of the type described in this Section 2.23 or with any such deduction or withholding for or on account of such taxes at a reduced rate, in each case so long as such Lender is (i) legally entitled to provide such certification and deliver such form or document and (ii) such action is consistent with its overall tax policies and is not otherwise, in the judgment of such Lender, impractical or disadvantageous in any material respect to such Lender. (g) Notwithstanding any provision of Section 2.23 above to the contrary, the Borrowers shall not have any obligations to pay any taxes or to indemnify any Lender for such taxes pursuant to this Section 2.23 to the extent that such taxes result from (i) the failure of any Lender to comply with its obligations pursuant to Section 2.23(f) or (ii) any representation made on Form 1001, 4224 or W-8 or successor applicable form or certification by any Lender incurring such taxes proving to have been incorrect, false or misleading in any material respect when so made or deemed to be made or (iii) such Lender changing its Applicable Lending Office to a jurisdiction in which such taxes arise, except to the extent in the judgment of such Lender such change was required by the terms of this Agreement. (h) To the extent that the payment of any Lender's Indemnified Taxes or Other Taxes by the Borrowers hereunder gives rise from time to time to a Tax Benefit to such lender in any jurisdiction other than the jurisdiction which imposed such Indemnified Taxes or Other Taxes, such Lender shall pay to the Borrowers the amount of each such Tax Benefit so recognized or received. The amount of each Tax Benefit and, therefore, payment to the Borrowers will be determined from time to time by the relevant Lender in its sole discretion, which determination shall be binding and conclusive on all parties hereto. Each such payment will be due and payable by such Lender to the Borrowers within a reasonable time after the filing of the tax return in which such Tax Benefit is recognized or, in the case of any tax refund, after the refund is received; provided, however, if at any time thereafter such Lender is required to rescind such Tax Benefit or such Tax Benefit is otherwise disallowed or nullified, the Borrowers shall promptly, after notice thereof from such Lender, repay to such Lender the amount of such Tax Benefit previously paid to such Lender and which has been rescinded, disallowed or nullified. For purposes hereof, the term "Tax Benefit" shall mean the amount by which any Lender's income tax liability for the taxable period in question is reduced below what would have been payable had the Borrowers not been required to pay such Lender's taxes hereunder. 41 SECTION 2.24. PAYMENTS GENERALLY; PRO RATA TREATMENT; SHARING OF SET-OFFS. (a) The Borrowers shall make each payment required to be made by them hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Section 2.21, 2.22 or 2.23, or otherwise) (i) prior to 12:00 noon, in the case of payments in Dollars, and (ii) no later than 11:00 a.m. (at the Applicable Lending Office where the applicable Foreign Currency Payment Account is maintained) in the case of payments in a Foreign Currency, on the date when due, in immediately available funds, free and clear of any claims or defenses, and without deduction, set-off or counterclaim of any kind. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at the Payment Office or at the applicable Foreign Currency Payment Account, as the case may be, except payments to be made directly to the Issuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.21, 2.22 and 2.23 and 10.3 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be made payable for the period of such extension. All payments hereunder shall be made in Dollars; provided, however, that all payments of principal and interest with respect to Eurocurrency Loans denominated in a Foreign Currency shall be made in accordance with Section 2.6(c). (b) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal and unreimbursed LC Disbursements then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and unreimbursed LC Disbursements then due to such parties. (c) If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Revolving Loans or participations in LC Disbursements or Swingline Loans that would result in such Lender receiving payment of a greater proportion of the aggregate amount of its Revolving Loans and participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Revolving Loans and participations in LC Disbursements and Swingline Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Revolving Loans and participations in LC Disbursements and Swingline Loans; provided, that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this 42 paragraph shall not be construed to apply to any payment made by the Borrowers pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements or Swingline Loans to any assignee or participant, other than to the Borrowers or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). Each of the Borrowers consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against either Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of a Borrower in the amount of such participation. (d) Unless the Administrative Agent shall have received notice from the Borrowers prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the Issuing Bank hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Bank, as the case may be, the amount or amounts due. In such event, if the Borrowers have not in fact made such payment, then each of the Lenders or the Issuing Bank, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Bank with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. (e) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.5(b), 2.9, 2.24(d) 2.26(d), or 10.3(d), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender's obligations under such Sections until all such unsatisfied obligations are fully paid. SECTION 2.25. MITIGATION OF OBLIGATIONS; REPLACEMENT OF LENDERS. (a) If any Lender requests compensation under Section 2.21, or if either Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.23, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the sole judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable under Section 2.21 or Section 2.23, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrowers hereby agree to pay all costs and expenses incurred by any Lender in connection with such designation or assignment. (b) If any Lender requests compensation under Section 2.21, or if either Borrower is required to pay any additional amount to any Lender or any Governmental Authority of the account of any Lender pursuant to Section 2.23, or any Lender is unable to make Eurocurrency Loans 43 for the reasons set forth in Section 2.20 or if any Lender defaults in its obligation to fund Loans hereunder, then the Borrowers may, at their sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions set forth in Section 10.4(b) all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender); provided, that (i) the Borrowers shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal amount of all Loans owed to it, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (in the case of such outstanding principal and accrued interest) and from the Borrowers (in the case of all other amounts) and (iii) in the case of a claim for compensation under Section 2.21 or payments required to be made pursuant to Section 2.23, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers to require such assignment and delegation cease to apply. SECTION 2.26. LETTERS OF CREDIT. (a) During the Availability Period, the Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to Section 2.26(d), agrees to issue, at the request of the Borrowers, Letters of Credit for the account of the Borrowers on the terms and conditions hereinafter set forth; provided, that (i) each Letter of Credit shall be a standby letter of credit which shall expire on the earlier of (A) the date one year after the date of issuance of such Letter of Credit (or in the case of any renewal or extension thereof, one year after such renewal or extension) and (B) the date that is five (5) Business Days prior to the Commitment Termination Date; (ii) each Letter of Credit shall be in a stated amount of at least $100,000; and (iii) the Borrowers may not request any Letter of Credit, if, after giving effect to such issuance (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate LC Exposure, plus the aggregate outstanding Revolving Loans of all Lenders would exceed the Aggregate Revolving Commitments. Upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Bank without recourse a participation in such Letter of Credit equal to such Lender's Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participation. (b) To request the issuance of a Letter of Credit (or any amendment, renewal or extension of an outstanding Letter of Credit), the Borrowers shall give the Issuing Bank and the Administrative Agent irrevocable written notice at least three (3) Business Days prior to the requested date of such issuance specifying the date (which shall be a Business Day) such Letter of Credit is to be issued (or amended, extended or renewed, as the case may be), the expiration date of such Letter of Credit, the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. In addition to the satisfaction of the conditions in Article III, the issuance of such Letter of Credit (or any amendment which increases the amount of such Letter of Credit) will be 44 subject to the further conditions that such Letter of Credit shall be in such form and contain such terms as the Issuing Bank shall approve and that the Borrowers shall have executed and delivered any additional applications, agreements and instruments relating to such Letter of Credit as the Issuing Bank shall reasonably require; provided, that in the event of any conflict between such applications, agreements or instruments and this Agreement, the terms of this Agreement shall control. (c) At least two Business Days prior to the issuance of any Letter of Credit, the Issuing Bank will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received such notice and if not, the Issuing Bank will provide the Administrative Agent with a copy thereof. Unless the Issuing Bank has received notice from the Administrative Agent on or before the Business Day immediately preceding the date the Issuing Bank is to issue the requested Letter of Credit (1) directing the Issuing Bank not to issue the Letter of Credit because such issuance is not then permitted hereunder because of the limitations set forth in Section 2.26(a) or that one or more conditions specified in Article III are not then satisfied, then, subject to the terms and conditions hereof, the Issuing Bank shall, on the requested date, issue such Letter of Credit in accordance with the Issuing Bank's usual and customary business practices. (d) The Issuing Bank shall examine all documents purporting to represent a demand for payment under a Letter of Credit promptly following its receipt thereof. The Issuing Bank shall notify the Borrowers and the Administrative Agent of such demand for payment and whether the Issuing Bank has made or will make a LC Disbursement thereunder; provided, that any failure to give or delay in giving such notice shall not relieve the Borrowers of their obligation to reimburse the Issuing Bank and the Lenders with respect to such LC Disbursement. The Borrowers shall be irrevocably and unconditionally obligated to reimburse the Issuing Bank for any LC Disbursements paid by the Issuing Bank in respect of such drawing, without presentment, demand or other formalities of any kind. Unless the Borrowers shall have notified the Issuing Bank and the Administrative Agent prior to 11:00 a.m. on the Business Day immediately prior to the date on which such drawing is honored that the Borrowers intend to reimburse the Issuing Bank for the amount of such drawing in funds other than from the proceeds of Revolving Loans, the Borrowers shall be deemed to have timely given a Notice of Revolving Borrowing to the Administrative Agent requesting the Lenders to make a Base Rate Borrowing on the date on which such drawing is honored in an exact amount due to the Issuing Bank; provided, that for purposes solely of such Borrowing, the conditions precedents set forth in Section 3.2 hereof shall not be applicable. The Administrative Agent shall notify the Lenders of such Borrowing in accordance with Section 2.3, and each Lender shall make the proceeds of its Base Rate Loan included in such Borrowing available to the Administrative Agent for the account of the Issuing Bank in accordance with Section 2.9. The proceeds of such Borrowing shall be applied directly by the Administrative Agent to reimburse the Issuing Bank for such LC Disbursement. (e) If for any reason a Base Rate Borrowing may not be (as determined in the sole discretion of the Administrative Agent), or is not, made in accordance with the foregoing provisions, then each Lender (other than the Issuing Bank) shall be obligated to fund the participation that such Lender purchased pursuant to subsection (a) in an amount equal to its Pro Rata Share of such LC Disbursement on and as of the date which such Base Rate Borrowing should have occurred. Each 45 Lender's obligation to fund its participation 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 against the Issuing Bank or any other Person for any reason whatsoever, (ii) the existence of a Default or an Event of Default or the termination of the Aggregate Revolving Commitments, (iii) any adverse change in the condition (financial or otherwise) of either Borrower or any Subsidiary, (iv) any breach of this Agreement by either Borrower or any other Lender, (v) any amendment, renewal or extension of any Letter of Credit or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. On the date that such participation is required to be funded, each Lender shall promptly transfer, in immediately available funds, the amount of its participation to the Administrative Agent for the account of the Issuing Bank. Whenever, at any time after the Issuing Bank has received from any such Lender the funds for its participation in a LC Disbursement, the Issuing Bank (or the Administrative Agent on its behalf) receives any payment on account thereof, the Administrative Agent or the Issuing Bank, as the case may be, will distribute to such Lender its Pro Rata Share of such payment; provided, that if such payment is required to be returned for any reason to the Borrowers or to a trustee, receiver, liquidator, custodian or similar official in any bankruptcy proceeding, such Lender will return to the Administrative Agent or the Issuing Bank any portion thereof previously distributed by the Administrative Agent or the Issuing Bank to it. (f) To the extent that any Lender shall fail to pay any amount required to be paid pursuant to paragraph (d) of this Section 2.26 on the due date therefore, such Lender shall pay interest to the Issuing Bank (through the Administrative Agent) on such amount from such due date to the date such payment is made at a rate per annum equal to the Federal Funds Rate; provided, that if such Lender shall fail to make such payment to the Issuing Bank within three (3) Domestic Business Days of such due date, then, retroactively to the due date, such Lender shall be obligated to pay interest on such amount at the Default Rate. (g) If any Event of Default shall occur and be continuing, on the Business Day that the Borrowers receive notice from the Administrative Agent or the Required Lenders demanding the deposit of cash collateral pursuant to this paragraph, the Borrowers shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided, that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, with demand or notice of any kind, upon the occurrence of any Event of Default with respect to either Borrower described in clause (g) or (h) of Section 8.1. Such deposit shall be held by the Administrative Agent as collateral in an interest bearing account (which account shall be chosen in the sole discretion of the Administrative Agent and at the Borrowers' risk and expense) for the payment and performance of the obligations of the Borrowers under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Interest and profits on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Bank for LC Disbursements for which it had not been reimbursed and to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers for the LC Exposure at such time or, if the maturity of the Loans has been accelerated, with the consent of the Required Lenders, be 46 applied to satisfy other obligations of the Borrowers under this Agreement. If the Borrowers are required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not so applied as aforesaid) shall be returned to the Borrowers within three (3) Business Days after all Events of Default have been cured or waived. (h) Promptly following the end of each fiscal quarter, the Issuing Bank shall deliver (through the Administrative Agent) to each Lender and the Borrowers a report describing the aggregate Letters of Credit outstanding at the end of such fiscal quarter. Upon the request of any Lender from time to time, the Issuing Bank shall deliver to such Lender any other information reasonably requested by such Lender with respect to each Letter of Credit then outstanding. (i) The Borrowers' obligation to reimburse LC Disbursements hereunder shall be absolute, unconditional and irrevocable and shall be performed strictly in accordance with the terms of this Agreement under all circumstances whatsoever and irrespective of any of the following circumstances: (i) Any lack of validity or enforceability of any Letter of Credit or this Agreement; (ii) The existence of any claim, set-off, defense or other right which either Borrower or any Subsidiary or Affiliate of either Borrower may have at any time against a beneficiary or any transferee of any Letter of Credit (or any Persons or entities for whom any such beneficiary or transferee may be acting), any Lender (including the Issuing Bank) or any other Person, whether in connection with this Agreement or the Letter of Credit or any document related hereto or thereto or any unrelated transaction; (iii) Any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect; (iv) Payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document to the Issuing Bank that does not comply with the terms of such Letter of Credit; (v) Any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrowers' obligations hereunder; or (vi) The existence of a Default or an Event of Default. Neither the Administrative Agent, the Issuing Bank, the Lenders nor any Related Party of any of the foregoing shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to above), or any error, omission, interruption, loss 47 or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Issuing Bank; provided, that nothing in this Agreement, any Letter of Credit or any other Loan Document shall be construed to excuse the Issuing Bank from liability to the Borrowers to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrowers to the extent permitted by applicable law) suffered by either Borrower that are caused by the Issuing Bank's failure to exercise care when determining whether drafts or other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree, that in the absence of gross negligence or willful misconduct on the part of the Issuing Bank (as finally determined by a court of competent jurisdiction), the Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented that appear on their face to be in substantial compliance with the terms of a Letter of Credit, the Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit. Unless otherwise expressly agreed by the Issuing Bank and the Borrowers when a Letter of Credit is issued and subject to applicable laws, performance under Letters of Credit by the Issuing Bank, its correspondents, and the beneficiaries thereof will be governed by the rules of the "International Standby Practices 1998" (ISP98) (or such later revision as may be published by the Institute of International Banking Law & Practice on any date any Letter of Credit may be issued) and to the extent not inconsistent therewith, the governing law of this Agreement set forth in Section 10.5. SECTION 2.27. BORROWERS' REPRESENTATIVE. Each of the Borrowers hereby appoints Crawford as, and Crawford shall act under this Agreement as, the agent, attorney-in-fact and legal representative of the Borrowers for all purposes hereunder, including, without limitation, requesting Borrowings and Letters of Credit and receiving account statements and other notices and communications to the Borrowers (or either of them) from the Administrative Agent or any Lender. Accordingly, the parties agree that any and all actions to be taken hereunder by the Borrowers may be taken by Crawford for and on behalf of the Borrowers, and any and all notices and communications permitted or required to be made by the Administrative Agent or any Lender hereunder to the Borrowers, shall be deemed made to each of the Borrowers if delivered to Crawford. The Administrative Agent and each Lender may rely, and shall be fully protected in relying, on any Notice of Borrowing, Notice of Conversion/Continuation, request for a Letter of Credit, disbursement instruction, report, information or any other notice or communication made or given by Crawford, whether in its own name, on behalf of the other Borrower or on behalf of "the Borrowers", and neither the Administrative Agent nor any Lender shall have any obligation to make any inquiry or request any confirmation from or on behalf of the other Borrower as to the binding effect on it of any such notice, request, instruction, report, information, other notice or communications. Crawford may from time to time tender to the Administrative Agent and the Lenders, representations or performance of covenants hereunder and take actions in respect of other matters on behalf of the Borrowers, and any such representations, performance or actions by 48 Crawford, if accepted by the Administrative Agent or any such Lender, as the case may be, shall (irrespective of whether the particular matter is otherwise authorized elsewhere herein) be conclusively deemed done with the authorization of and on behalf of the other Borrower, as the circumstances and the specific action taken may indicate. The Administrative Agent and each of the Lenders may in all cases rely on communications from, and representations and actions taken by, Crawford as though given, delivered, made or taken by or from the Borrowers, and all such communications, representations and actions shall be binding upon each Borrower on whose behalf such communications, representations or actions were purportedly taken by Crawford. SECTION 2.28. JOINT AND SEVERAL LIABILITY. (a) Each of the Borrowers acknowledges and agrees that (i) it is a co-borrower hereunder and shall be jointly and severally, with the other Borrower, directly and primarily liable for the Obligations regardless of which Borrower actually receives Loans or other extensions of credit hereunder or the amount of such Loans or other extensions of credit received or the manner in which the Administrative Agent and/or any Lender accounts for such Loans or other extensions of credit on its books and records, (ii) each of the Borrowers shall have the obligations of co-maker and shall be primary obligors with respect to all Loans, the Notes, the Letters of Credit and the other Obligations, it being agreed that such extensions of credit to each Borrower inure to the benefit of both Borrowers, and (iii) the Administrative Agent and each of the Lenders is relying on such joint and several liability of the Borrowers as co-makers in extending the Loans and issuing the Letters of Credit hereunder. Each Borrower's obligations with respect to Loans made to it or with respect to any Letters of Credit issued for its account, and each Borrower's obligations arising as a result of the joint and several liability of the Borrowers hereunder, with respect to Loans made to the other Borrower hereunder or with respect to any Letters of Credit issued for the account of the other Borrower hereunder, shall be separate and distinct obligations, but all such Obligations shall be primary obligations of each Borrower. Each Borrower hereby unconditionally and irrevocably agrees that upon default in the payment when due (whether at stated maturity, by acceleration or otherwise) of any principal of, or interest on, any Obligation payable by it to the Lender, it will forthwith pay the same, without notice of demand. (b) Each Borrower's obligations arising as a result of the joint and several liability of the Borrowers hereunder with respect to Obligations of the other Borrower hereunder shall, to the fullest extent permitted by law, be unconditional irrespective of (i) the validity or enforceability, avoidance or subordination of the Obligations of the other Borrower or of any Note or other document evidencing all or any part of the Obligations of the other Borrower, (ii) the absence of any attempt to collect the Secured Obligations from the other Borrower, or any other security therefore, or the absence of any other action to enforce the same, (iii) the waiver, consent, extension, forbearance or granting of any indulgence by the Administrative Agent or any Lender with respect to any provision of any instrument evidencing the Obligations of the other Borrower, or any part thereof, or any other agreement now or hereafter executed by the other Borrower and delivered to the Administrative Agent or any Lender, (iv) the failure by the Administrative Agent or any Lender to take any steps to perfect and maintain its security interest in, or to preserve its rights to, any security for the Obligations of the other Borrower, (v) any borrowing or grant of a security interest by the other Borrower, as debtors-in-possession under Section 364 of the Bankruptcy Code, (vi) the 49 disallowance of all or any portion of the Administrative Agent's or any Lender's claim(s) for the repayment of the Obligations of the other Borrower under Section 502 of the Bankruptcy Code, or (vii) any other circumstances which might constitute a legal or equitable discharge or defense of any other Borrower. (c) With respect to each Borrower's obligations arising as a result of the joint and several liability of the Borrowers hereunder with respect to Obligations any of the other Borrower hereunder, each Borrower waives, until the Obligations shall have been paid in full in cash and this Agreement and the other Loan Documents shall have terminated, any right to enforce any right of subrogation or any remedy which the Administrative Agent or any Lender now has or may hereafter have against such Borrower, any endorser or any guarantor of all or any part of the Obligations, and any benefit of, and any right to participate in, any security or collateral given to the Administrative Agent or any Lender to secure payment of the Obligations. (d) No payment or payments made by any of the Borrowers or any other Person or received or collected by the Administrative Agent or any Lender from either of the Borrowers or any other Person by virtue of any action or proceeding or any set-off-or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed (except to the extent Obligations are satisfied) to modify, release or otherwise affect the liability of each Borrower under this Agreement, which shall remain liable for the Obligations until the Obligations are paid in full in cash and this Agreement is terminated. ARTICLE III CONDITIONS PRECEDENT TO LOANS AND LETTERS OF CREDIT SECTION 3.1. CONDITIONS TO EFFECTIVENESS. The obligations of the Lenders (including the Swingline Lender) to make Loans and the obligation of the Issuing Bank to issue any Letter of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2): (a) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrowers hereunder, under any other Loan Document and under any agreement with the Administrative Agent or SunTrust Robinson Humphrey, as Lead Arranger. (b) Contemporaneously with the effectiveness of this Agreement, the Note Purchase Agreement shall have become effective and the Borrowers shall have received the proceeds of the Private Placement Indebtedness pursuant to, and in accordance with, the terms and conditions of the Note Purchase Agreement, and the Administrative Agent (or its counsel) shall have received true and correct copies of each of the documents constituting the Private Placement Loan Documents as in effect on the Closing Date, certified as true and correct by a Responsible Officer of Crawford. 50 (c) The Administrative Agent (or its counsel) shall have received the following: (i) on or prior to the Closing Date, a counterpart of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) on or prior to the Funding Date, duly executed Notes payable to each Lender, as applicable; (iii) on or prior to the Funding Date, a duly executed Subsidiary Guaranty Agreement from each Subsidiary Loan Party; (iv) on or prior to the Funding Date, a Pledge Agreement duly executed by Crawford covering all of the capital stock of International, together with delivery of the original stock certificates evidencing such shares, undated stock powers executed in blank, and such documents shall be accompanied by such other documents as the Administrative Agent may reasonably request (including without limitation, certificates of incorporation, incumbency certificates of such entities, articles of incorporation, bylaws, other organizational documents, membership operating agreements, opinion letters (including legal opinions of foreign counsel to the relevant Consolidated Parties) and appropriate resolutions of the governing body of any such Foreign Subsidiary); (v) on or prior to the Funding Date, duly executed Payoff Letters, executed by each of the Existing Lenders; (vi) on or prior to the Closing Date, a certificate of the Secretary or Assistant Secretary of each Borrower and/or each Subsidiary Loan Party (or other similar officer for entities other than corporations), attaching and certifying copies of its bylaws, partnership or operating agreement, as the case may be, and of the resolutions of its boards of directors, Board of Managers or partnership resolutions, as the case may be, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Borrower or Subsidiary Loan Party executing the Loan Documents to which it is a party; (vii) on or prior to the Closing Date, certified copies of the certificate or articles of incorporation or other documents of formation or organization of each Borrower and each Subsidiary Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or formation of each Borrower and each Subsidiary Loan Party and (x) each other jurisdiction where the ownership of property or the conduct of its business requires the Borrowers to be qualified (provided that any such foreign good standing certificates for Crawford which are not delivered by the Closing Date may be delivered after such date and shall be subject to 51 Section 5.12) and (y) each jurisdiction where such Subsidiary Loan Party maintains its principal place of business; (viii) on or prior to the Funding Date, a favorable written opinion of King & Spalding LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each of the Lenders, substantially in the form attached hereto as Exhibit F hereof; (ix) on the Funding Date, a certificate, dated the Funding Date and signed by a Responsible Officer of Crawford, confirming, among other things, compliance with the conditions of Section 3.1 and compliance with the conditions set forth in paragraphs (a), (b) and (c) of Section 3.2; (x) on or prior to the Funding Date, duly executed Notices of Borrowing, and duly executed Statement of Funds Flow; (xi) on or prior to the Funding Date, the consolidated financial statements of Crawford and its Consolidated Subsidiaries for the fiscal quarter ended June 30, 2003 including balance sheets, income and cash flow statements certified by the chief financial officer of Crawford and prepared in conformity with GAAP, and such other financial information as the Administrative Agent may request; (xii) on or prior to the Funding Date, delivery of certified copies of all consents, approvals, authorizations, registrations, or filings required to be made or obtained by either Borrower and any Subsidiary Loan Party in connection with the Loan Documents and the other transactions contemplated herein; and (xiii) Administrative Agent shall have received such other documents, certificates or information with respect to either Borrower and any Subsidiary Loan Party as it or the Required Lenders may reasonably request. SECTION 3.2. EACH CREDIT EVENT. The obligation of each Lender to make a Loan on the occasion of any Borrowing and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit is subject to the satisfaction of the following conditions: (a) at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall exist; and (b) all representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, extension or renewal of such Letter of Credit, in each case before and after giving effect thereto (except for such representations and warranties that expressly relate to a prior date); and 52 (c) since the date of the audited financial statements of Crawford described in Section 4.4(i), there shall have been no changes, events, acts, conditions or occurrences of any nature, singly or in the aggregate, that have had or could reasonably be expected to have a Material Adverse Effect. Each Borrowing and each issuance, amendment, extension or renewal of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers on the date thereof as to the matters specified in paragraphs (a), (b) and (c) of this Section 3.2. SECTION 3.3. DELIVERY OF DOCUMENTS. All of the Loan Documents, certificates, legal opinions and other documents and papers referred to in this Article III, unless otherwise specified, shall be delivered to the Administrative Agent for the account of each of the Lenders and, except for the Notes, in sufficient counterparts or copies for each of the Lenders and shall be in form and substance satisfactory in all respects to the Administrative Agent. ARTICLE IV REPRESENTATIONS AND WARRANTIES The Borrowers represent and warrant to the Administrative Agent and each Lender as follows: SECTION 4.1. EXISTENCE; POWER. Each of the Borrowers and each of their Subsidiaries (other than Dormant Companies) (i) is duly organized or formed, validly existing and in good standing as a corporation, limited liability company or partnership, as the case may be, under the laws of the jurisdiction of its organization or formation, (ii) has all requisite power and authority to carry on its business and to execute, deliver and perform its respective obligations under each Loan Document to which it is a party, and (iii) is duly qualified to transact business, and is in good standing, in each jurisdiction where such qualification is required, except, in the case of clause (iii), where a failure to be so qualified could not reasonably be expected to result in a Material Adverse Effect. SECTION 4.2. ORGANIZATIONAL POWER; AUTHORIZATION. The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party are within such Loan Party's organizational powers and have been duly authorized by all necessary organizational, and if required, stockholder, member or partner, action. This Agreement has been duly executed and delivered by each of the Borrowers, and constitutes, and each other Loan Document to which any Loan Party is a party, when executed and delivered by such Loan Party, will constitute, valid and binding obligations of each Borrower or such Loan Party (as the case may be), enforceable against it in accordance with their respective terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, or similar laws affecting the enforcement of creditors' rights generally and by general principles of equity. 53 SECTION 4.3. GOVERNMENTAL AND THIRD PARTY APPROVALS; NO CONFLICTS. The execution, delivery and performance by the Borrowers of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party (a) do not require any consent or approval of, registration or filing with, or any action by, any Governmental Authority or any other Person, except those as have been obtained or made and are in full force and effect, (b) will not violate any applicable law, rule or regulation or any order or judgment of any Governmental Authority, (c) will not violate the articles or certificate of incorporation, operating agreement, partnership agreement, by-laws or other organizational documents of either Borrower or any Subsidiary, (d) will not violate or result in a default under any indenture, material agreement or other material instrument binding on either Borrower or any Subsidiary or any of its assets or give rise to a right thereunder to require any payment to be made by either Borrower or any Subsidiary and (e) will not result in the creation or imposition of any Lien on any asset of either Borrower or any Subsidiary, except Liens (if any) created under the Loan Documents. SECTION 4.4. FINANCIAL STATEMENTS. The Borrowers have furnished to each Lender (i) the audited consolidated balance sheet of Crawford as of December 31, 2002 and the related audited consolidated statements of income, changes in shareholders' equity and cash flows for the fiscal year then ended prepared by Ernst & Young LLP and (ii) the unaudited consolidated balance sheet of Crawford as at the end of June 30, 2003, and the related unaudited consolidated statements of income and cash flows for the fiscal quarter then ending, certified by a Responsible Officer. Such financial statements fairly present in all material respects the consolidated financial condition of Crawford as of such dates and the consolidated results of operations for such periods in conformity with GAAP consistently applied, subject to year end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii). Since December 31, 2002, there have been no changes, events, acts, conditions or occurrences of any nature, singly or in the aggregate that have had or could reasonably be expected to have a Material Adverse Effect. Since the December 31, 2002, no Consolidated Party has made any Restricted Payment except as permitted pursuant to Section 7.5. SECTION 4.5. LITIGATION AND ENVIRONMENTAL MATTERS. (a) Except for matters set forth on Schedule 4.5(a), no litigation, investigation or proceeding of or before any arbitrators or Governmental Authorities is pending against or, to the knowledge of either Borrower, threatened against or affecting either Borrower or any Subsidiary (i) as to which there is a reasonable probability of an adverse determination that could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect or (ii) which in any manner challenges the validity or enforceability of this Agreement or any other Loan Document. With respect to any pending litigation, investigation or proceeding of or before any arbitrators or Governmental Authorities, no events, acts or conditions have occurred in respect of or in relation to any such pending litigation, investigation or proceeding that could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. (b) Except for the matters set forth on Schedule 4.5(b) and except for matters which could not reasonably be expected to have a Material Adverse Effect, neither either Borrower nor any Subsidiary (i) has failed to comply with any Environmental Law or to obtain, maintain or 54 comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability in each case. SECTION 4.6. COMPLIANCE WITH LAWS AND AGREEMENTS. Except where non-compliance, either singly or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, each of the Borrowers and each Subsidiary is in compliance with (a) all applicable laws, rules, regulations and orders of any Governmental Authority, and (b) all indentures, agreements or other instruments binding upon it or its properties. SECTION 4.7. INVESTMENT COMPANY ACT, ETC. Neither the Borrower nor any Subsidiary is (a) an "investment company", as defined in, or is controlled by an "investment company" as defined in, or is subject to regulation under, the Investment Company Act of 1940, as amended, (b) a "holding company" as defined in, or subject to regulation under, the Public Utility Holding Company Act of 1935, as amended or (c) otherwise subject to any other regulatory scheme limiting its ability to incur debt. SECTION 4.8. TAXES. Each of the Borrowers and each Subsidiary has, as applicable, timely filed or caused to be filed all federal, state and foreign tax returns and all other tax returns or reports that are required to be filed by them except, in the case of tax returns or reports that may be required to be filed in jurisdictions other than the United States and political subdivisions thereof, those foreign tax returns or reports which, in the aggregate, would not reflect an amount of taxes owing that would be material. Each of the Borrowers and each Subsidiary has paid all taxes and other amounts shown to be due and payable on such returns or reports or on any assessments made against it or its property and all other taxes, fees or other charges imposed on it or any of its property by any Governmental Authority, except where the same are currently being contested in good faith by appropriate proceedings and for which such Borrower or such Subsidiary, as the case may be, has set aside on its books adequate reserves. There is no proposed tax assessment against either of the Borrowers or any of their respective Subsidiaries that would, if made, have a Material Adverse Effect. SECTION 4.9. MARGIN REGULATIONS. None of the proceeds of any of the Loans or Letters of Credit will be used for "purchasing" or "carrying" any "margin stock" with the respective meanings of each of such terms under Regulation U as now and from time to time hereafter in effect or for any purpose that violates the provisions of the applicable Margin Regulations. SECTION 4.10. ERISA. No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. As determined by the Borrowers' actuary, the present value of the aggregate projected benefit obligation of all underfunded Plans subject to ERISA, as of January 1, 2003 (based on the assumptions used for purposes of Statement of Financial Standards No. 87), did not exceed by more than $67,000,000 the aggregate fair value of the assets of all such underfunded Plans as of January 1, 2003. 55 SECTION 4.11. OWNERSHIP OF PROPERTY. (a) Each of the Borrowers and each Subsidiary (other than any Dormant Company) has good title to, or valid leasehold interests in, all of its real and personal property material to the operation of its business. (b) Each of the Borrowers and each Subsidiary owns, or is licensed, or otherwise has the right, to use, all patents, trademarks, service marks, tradenames, copyrights and other intellectual property material to its business, and the use thereof by the Borrowers and the Subsidiaries does not infringe on the rights of any other Person, except for any such infringements that, individually or in the aggregate, would not have a Material Adverse Effect. SECTION 4.12. DISCLOSURE. The Borrowers have disclosed to the Lenders all agreements, instruments, and corporate or other restrictions to which either Borrower or any Subsidiary is subject, and all other matters known to any of them, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the reports (including without limitation all reports that Crawford is required to file with the Securities and Exchange Commission), financial statements, certificates or other information furnished by or on behalf of the Borrowers to the Administrative Agent or any Lender in connection with the negotiation or syndication of this Agreement or any other Loan Document or delivered hereunder or thereunder (as modified or supplemented by any other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, taken as a whole, in light of the circumstances under which they were made, not misleading. SECTION 4.13. LABOR RELATIONS. There are no strikes, lockouts or other labor disputes or grievances against either Borrower or any Subsidiary, or, to either Borrower's knowledge, threatened against or affecting either Borrower or any Subsidiary, and no significant unfair labor practice, charges or grievances are pending against either Borrower or any Subsidiary, or to either Borrower's knowledge, threatened against any of them before any Governmental Authority that could reasonably be expected to have a Material Adverse Effect. SECTION 4.14. SUBSIDIARIES. As of the Funding Date, Schedule 4.14 sets forth the exact legal name of, the percentage and type of ownership interest in, the name of the Person who is the record owner of, the jurisdiction of incorporation or formation of, and the type of, each Subsidiary, and identifies each Subsidiary that is a Subsidiary Loan Party and each Subsidiary that is a Dormant Company. SECTION 4.15. SOLVENCY. Each of the Borrowers is Solvent (including, without limitation, after giving effect to all Borrowings on the Funding Date and the issuance of the Private Placement Indebtedness). SECTION 4.16. INDEBTEDNESS. As of August 31, 2003, neither of the Borrowers nor any Consolidated Subsidiary has any Indebtedness except as set forth on Schedule 4.16. As of the Funding Date, neither of the Borrowers nor any Consolidated Subsidiary has any Indebtedness except for Indebtedness that is permitted under Section 7.1. 56 SECTION 4.17. DORMANT COMPANIES. Except as set forth on Schedule 4.17, none of the Dormant Companies own any material assets or has any outstanding Indebtedness or other material liabilities. The aggregate revenues and assets of the Dormant Companies are less than 1% of the aggregate revenues and assets of Crawford and its Subsidiaries on a consolidated basis. SECTION 4.18. NOTE PURCHASE AGREEMENT. Each of the representations and warranties set forth in Section 5 of the Note Purchase Agreement is true and correct in all material respects on and as of the Funding Date. ARTICLE V AFFIRMATIVE COVENANTS The Borrowers covenant and agree that, from and after the Closing Date, so long as any Lender has a Commitment hereunder or the principal of and interest on any Loan or any fee or any LC Disbursement remains unpaid or any Letter of Credit remains outstanding: SECTION 5.1. FINANCIAL STATEMENTS AND OTHER INFORMATION. The Borrowers will deliver to the Administrative Agent: (a) as soon as available and in any event within 90 days after the end of each fiscal year of Crawford, a copy of the annual audited report for such fiscal year for Crawford and its Subsidiaries, containing a consolidated balance sheet of Crawford and its Consolidated Subsidiaries as of the end of such fiscal year and the related consolidated statements of income, stockholders' equity and cash flows (together with all footnotes thereto) of Crawford and its Consolidated Subsidiaries for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and reported on by Ernst & Young LLP or other independent public accountants of nationally recognized standing (without a "going concern" or like qualification, exception or explanation and without any qualification or exception as to scope of such audit); provided, that the delivery required by this clause (a) shall not be required so long as Crawford delivers to the Administrative Agent and each Lender, within the time frame set forth above, its periodic filing on Form 10-K of the Securities Act of 1934 as filed with the Securities and Exchange Commission; provided, further, that, if Crawford no longer files such financial information with the Securities and Exchange Commission, then Crawford shall cause to be delivered to the Administrative Agent at such time a certificate from Ernst & Young LLP or other independent public accountants of nationally recognized standing to the effect that such financial statements present fairly in all material respects the financial condition and the results of operations of Crawford and its Consolidated Subsidiaries for such fiscal year on a consolidated basis in accordance with GAAP and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; (b) as soon as available and in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year of Crawford, an unaudited consolidated balance sheet 57 of Crawford and its Consolidated Subsidiaries as of the end of such fiscal quarter and (A) the related unaudited consolidated statements of income of Crawford and its Consolidated Subsidiaries for such fiscal quarter and the then elapsed portion of such fiscal year and (B) the related unaudited consolidated statements of cash flows of Crawford and its Consolidated Subsidiaries for the then elapsed portion of such fiscal year, setting forth in each case in comparative form the figures for the corresponding quarter (except in the case of statements of cash flows) and the corresponding portion of Crawford's previous fiscal year; provided, that the delivery required by this clause (b) shall not be required so long as Crawford delivers to the Administrative Agent and each Lender, within the time frame set forth above, its periodic filing on Form 10-Q of the Securities Act of 1934 as filed with the Securities and Exchange Commission; provided, further, that, if Crawford no longer files such financial information with the Securities and Exchange Commission, then Crawford shall provide to the Administrative Agent at such time a certificate of the chief financial officer or treasurer of Crawford certifying that the foregoing financials present fairly in all material respects the financial condition and results of operations of Crawford and its Consolidated Subsidiaries on a consolidated basis in accordance with GAAP, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with the delivery of the financial statements referred to in clauses (a) and (b) above, a certificate of a Responsible Officer, (i) certifying as to whether there exists a Default or Event of Default on the date of such certificate, and if a Default or an Event of Default then exists, specifying the details thereof and the action which the Borrowers have taken or proposes to take with respect thereto, (ii) setting forth in reasonable detail calculations demonstrating compliance with Article VI and (iii) stating whether any change in GAAP or the application thereof has occurred since the date of Crawford's audited financial statements referred to in Section 4.4 and, if any change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; provided, however, that no action shall be required by the Borrowers under this clause (iii) to the extent any such change in GAAP or the application thereof does not affect or apply to the Borrowers and their Subsidiaries, including the presentation by such Persons of their financial statements; (d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by Crawford with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all functions of said Commission, or with any national securities exchange, or distributed by Crawford to its shareholders generally, as the case may be; (e) to the extent not provided above in this Section 5.1, all reports, statements, certificates, notices or other writings required to be delivered pursuant to Section 7.1 and 7.2 of the Note Purchase Agreement within the times required therein; and (f) promptly following any request therefore, such other information regarding the results of operations, business affairs and financial condition of Crawford or any Subsidiary as the Administrative Agent or any Lender may reasonably request. 58 SECTION 5.2 NOTICES OF MATERIAL EVENTS. The Borrowers will furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of either Borrower, affecting either Borrower or any Subsidiary which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any event or any other development (which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect) by which either Borrower or any Consolidated Subsidiary (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability; (d) the occurrence of any ERISA Event that alone, or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrowers and the Consolidated Subsidiaries in an aggregate amount exceeding $1,000,000; and (e) any development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a written statement of a Responsible Officer setting forth the details of the event or development requiring such notice and, if applicable, any action taken or proposed to be taken with respect thereto. SECTION 5.3. EXISTENCE. Each of the Borrowers will, and will cause each of the Subsidiaries (other than any Dormant Company) to, do or cause to be done all things necessary to preserve, renew and maintain in full force and effect its legal existence and its respective rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names material to the conduct of its business; provided, that nothing in this Section shall prohibit any merger, consolidation, liquidation or dissolution permitted under Section 7.3 or any disposition permitted by Section 7.6. SECTION 5.4. COMPLIANCE WITH LAWS, ETC. Each of the Borrowers will, and will cause each of the Subsidiaries to, comply with all laws, rules, regulations and requirements of any Governmental Authority applicable to its properties, except where the failure to do so, either individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. Each of the Borrowers will comply at all times with the Margin Regulations. 59 SECTION 5.5. PAYMENT OF OBLIGATIONS. (a) The Borrowers will duly and punctually pay or cause to be paid the principal and interest on the Loans and all other Obligations provided for in this Agreement and the other Loan Documents to which the Borrowers are a party, all in accordance with the terms of this Agreement and such other Loan Documents. (b) Each of the Borrowers will, and will cause each of the Subsidiaries to, pay and discharge at or before maturity, all of its obligations and liabilities (including without limitation all tax liabilities and claims that could result in a statutory Lien) before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) such Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect. SECTION 5.6. BOOKS AND RECORDS. Each of the Borrowers will, and will cause each of the Subsidiaries to, keep proper books of record and account in which full, true and correct entries shall be made of all material dealings and transactions in relation to its business and activities to the extent necessary to prepare the consolidated financial statements of Crawford in conformity with GAAP. SECTION 5.7. VISITATION, INSPECTION, ETC. Each of the Borrowers will, and will cause each of the Subsidiaries to, permit any representative of the Administrative Agent or any Lender, to visit and inspect its properties, to examine its books and records and to make copies and take extracts therefrom, and to discuss its affairs, finances and accounts with any of its officers and with its independent certified public accountants, all at such reasonable times and as often as the Administrative Agent or any Lender may reasonably request after reasonable prior notice to the Borrowers; provided, that, so long as no Default or Event of Default has occurred and is continuing, no more than one (1) such visit, inspection and examination in any fiscal year shall be at the expense of the Borrowers and; provided, further, that, if a Default or Event of Default has occurred and is continuing, each such visit, inspection and examination shall be at the expense of the Borrowers and shall be at such times and as often as the Administrative Agent or any Lender may request. SECTION 5.8. MAINTENANCE OF PROPERTIES; INSURANCE. Each of the Borrowers will, and will cause each of the Subsidiaries (other than any Dormant Company) to, (a) keep and maintain all property material to the conduct of its business in good working order and condition, subject to ordinary wear and tear, and (b) maintain with financially sound and reputable insurance companies, insurance with respect to its properties and business, and the properties and business of its Subsidiaries, against loss or damage of the kinds customarily insured against by companies in the same or similar businesses operating in the same or similar locations. SECTION 5.9. USE OF PROCEEDS AND LETTERS OF CREDIT. The Borrowers will use the proceeds of all Loans solely to refinance Indebtedness owing to the Persons referenced in the Statement of Funds Flow on the Funding Date, and thereafter to finance Acquisitions that are permitted hereunder, to finance working capital needs of the Borrowers and their Subsidiaries and 60 for other general corporate purposes of the Borrowers and their Subsidiaries including loans from Borrowers to their Subsidiaries to the extent permitted herein. All Letters of Credit will be used solely for general corporate purposes. Notwithstanding the foregoing, the Borrowers will not, directly or indirectly, use the proceeds of any Loan or any Letter of Credit to make any loan or other advance to, or Investment in, any Dormant Company. SECTION 5.10. ADDITIONAL SUBSIDIARIES; DORMANT COMPANIES. (a) If any Subsidiary is acquired, formed or created after the Closing Date, or if any Foreign Subsidiary that is not a Wholly-Owned Subsidiary of International (such Foreign Subsidiary, a "Non-International Owned Foreign Subsidiary") at any time becomes a "significant subsidiary" within the meaning of Regulation S-X of the Exchange Act, the Borrowers will, within fifteen (15) Business Days, notify the Administrative Agent and the Lenders thereof and (i) if such Subsidiary is not a Foreign Subsidiary, will cause such Subsidiary to become a Subsidiary Loan Party by executing an agreement in the form of Annex I to Exhibit D, (ii) if any Non-International Owned Foreign Subsidiary is or becomes a "significant subsidiary" within the meaning of Regulation S-X of the Exchange Act, will pledge or caused to be pledged the Applicable Pledge Amount of the capital stock or other equity interest of such Non-International Owned Foreign Subsidiary pursuant to a Pledge Agreement, and will deliver or cause to be delivered the original stock certificate(s) evidencing such shares, and undated stock powers executed in blank, and (iii) will cause such Subsidiary to deliver simultaneously therewith similar documents applicable to such Subsidiary required under Section 3.1 as reasonably requested by the Administrative Agent. (b) If, at any time after the Closing Date, the Borrowers decide that any Subsidiary that is a Dormant Company at such time shall cease being a Dormant Company, such Subsidiary shall cease to be a Dormant Company for all purposes of this Agreement and the other Loan Documents upon the satisfaction of each of the following conditions: (i) the Borrowers shall notify the Administrative Agent and the Lenders of the proposed change in the status of such Subsidiary, which notice shall contain a certification by a Responsible Officer of each of the Borrowers to the effect that (A) such Subsidiary is in full compliance with all provisions of this Agreement applicable to it as a Subsidiary that is not a Dormant Company, (B) each of the representations and warranties set forth in Article IV that are applicable to a Subsidiary that is not a Dormant Company are true and correct with respect to such Subsidiary and (C) no Default or Event of Default would result from such change in status of such Subsidiary. (ii) Schedule 4.14 hereto shall be revised to reflect that such Subsidiary is no longer a Dormant Company; and (iii) the Borrowers shall have delivered to the Administrative Agent and the Lenders such information (financial and otherwise) as is reasonably requested by the Administrative Agent. 61 (c) If, at any time after the Closing Date, the Borrowers decide that any Subsidiary that is not a Dormant Company at such time shall become a Dormant Company, such Subsidiary shall become a Dormant Company for all purposes of this Agreement and the other Loan Documents upon the satisfaction of each of the following conditions: (i) the Borrowers shall notify the Administrative Agent and the Lenders of the proposed change in the status of such Subsidiary, which notice shall contain a certification by a Responsible Officer of each of the Borrowers to the effect that (A) such Subsidiary is in full compliance with all provisions of this Agreement applicable to it as a Subsidiary that is a Dormant Company, (B) after giving effect to such Subsidiary becoming a Dormant Company, the aggregate revenues and assets of all Dormant Companies is less than 1% of the aggregate revenues and assets of Crawford and its Consolidated Subsidiaries and (C) no Default or Event of Default would result from such change in status of such Subsidiary; (ii) Schedule 4.14 hereto shall be revised to reflect that such Subsidiary has after such time become a Dormant Company; and (iii) the Borrowers shall have delivered to the Administrative Agent and the Lenders such information (financial and otherwise) as is reasonably requested by the Administrative Agent. SECTION 5.11. AMENDMENT TO PRIVATE PLACEMENT LOAN DOCUMENTS. If at any time on or after the Closing Date either Borrower or any Subsidiary enters into, assumes or otherwise becomes bound or obligated under, or agrees to any new agreement with the holders of the Private Placement Indebtedness or, without derogating from any of the restrictions contained herein, any amendment, modification or supplement of any agreement which relates to the Private Placement Loan Documents in any manner the effect of which would be (i) to create, amend or add covenants or obligations of the Borrowers and the Subsidiaries which are in addition to those contained herein or (ii) more restrictive on the Borrowers or any Subsidiary than are the covenants contained herein, then this Agreement shall, without any further action on the part of either Borrower, any Subsidiary, the Administrative Agent or any Lender, be deemed to be amended automatically to include each such additional covenant or provision; provided, that the Administrative Agent, the Required Lenders and the Borrowers may agree in writing not to so amend this Agreement. Each of the Borrowers further covenants to promptly, and in any event within 30 Business Days, execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the Administrative Agent) a document which amends this Agreement in form and substance satisfactory to the Administrative Agent to reflect any amendment, modification or supplement of any covenants or provision in this Agreement pursuant to this Section 5.11, provided that the execution and delivery of such document shall not be a precondition to the effectiveness of such amendment, modification or supplement. The provisions of this Section 5.11 shall apply successively to each amendment, modification or supplement so that the Lenders shall have the benefit of every such amendment, modification or supplement. In the event that the terms of any Private Placement Loan Documents are amended, modified or supplemented, the Borrowers shall promptly deliver to the Administrative Agent a certified copy of such amendment, modification or supplement. For the purposes of clause (ii) above, in the event that (A) any such amendment, modification or supplement reduces a 62 percentage in the Private Placement Loan Documents, which reduction has the effect of making a covenant in the Private Placement Loan Documents more restrictive than a covenant contained herein and (B) the corresponding covenant contained herein is a sum certain dollar amount rather than a percentage, then such sum certain dollar amount contained herein shall be reduced and shall thereafter be equal to the product of (x) such sum certain dollar amount, multiplied by (y) a fraction, the numerator of which is the percentage in the Private Placement Loan Documents after giving effect to such amendment, modification or supplement and the denominator of which is the stated percentage in the Private Placement Loan Documents immediately prior to giving effect to such amendment, modification or supplement. By way of example, if the definition of Permitted Acquisition in the Note Purchase Agreement were amended to reduce the percentage to 6% from 10% (a 40% reduction), then the dollar amount in the definition of the Permitted Acquisition Basket herein would be reduced to $9,000,000 from $15,000,000 (a 40% reduction). SECTION 5.12. POST CLOSING REQUIREMENTS. No later than 60 days following the Closing Date, the Borrowers will deliver or cause to be delivered to the Administrative Agent (i) certificates of good standing from the office of the Secretary of State from each jurisdiction where the ownership of property or the conduct of its business requires Crawford to be qualified to transact business as a foreign corporation and (ii) certificates of good standing from the office of the Secretary of State of the jurisdiction of incorporation of Qirra Custom Software, Inc. and the jurisdiction where such Subsidiary maintains its principal place of business. No later than 75 days following the Closing Date, the Borrowers will cause the following Subsidiaries to be dissolved and shall provide the Administrative Agent with reasonably satisfactory evidence of such dissolution: (i) Brocklehursts, Inc., (ii) Brocklehurst Holdings, Inc., and (iii) Graham Miller, Inc. No later than 30 days following the Closing Date, the Borrowers will cause all Liens in favor of Royal Bank of Canada set forth on Schedule 7.2 to be terminated and released of record, and will promptly provide the Administrative Agent written evidence of such termination and release. The Borrowers will, within 30 days following a request therefore by the Required Lenders, cause the documents and instrument described on Schedule 7.8 as item 1, to be terminated, or otherwise cause the restrictive agreements or arrangements therein requiring such items to be disclosed pursuant to Section 7.8 to be terminated and released, and will promptly provide the Administrative Agent written evidence of such termination and release. ARTICLE VI FINANCIAL COVENANTS The Borrowers covenant and agree that, from and after the Closing Date, so long as any Lender has a Commitment hereunder or the principal of or interest on or any Loan remains unpaid or any fee or any LC Disbursement remains unpaid or any Letter of Credit remains outstanding: SECTION 6.1. LEVERAGE RATIO. Crawford will not permit the Leverage Ratio, as at the end of each fiscal quarter of Crawford set forth below, to exceed the ratio set forth opposite such period: 63
PERIOD RATIO ------ ----- Closing Date through June 30, 2004 2.75 to 1.00 July 1, 2004 through June 30, 2005 2.50 to 1.00 July 1, 2005 and thereafter 2.25 to 1.00
SECTION 6.2. FIXED CHARGE COVERAGE RATIO. Crawford will not permit the Fixed Charge Coverage Ratio, as at the end of each fiscal quarter of Crawford set forth below, to be less than the ratio set forth opposite such period:
PERIOD RATIO ------ ----- Closing Date through June 30, 2004 1.25 to 1.00 September 30, 2004 and thereafter 1.50 to 1.00
SECTION 6.3. MINIMUM NET WORTH. Crawford will maintain a Net Worth in an amount equal to or greater than the sum of (i) $135,516,350, plus (ii) 50% of cumulative positive Consolidated Net Income accrued after December 31, 2002, plus (iii) 100% of the Net Proceeds from any Equity Offering; provided, that the Net Proceeds of an Equity Offering of a debt security that is convertible into or exchangeable for capital stock of Crawford or a debt security that is issued with a warrant or other instrument to purchase capital stock of Crawford shall not be required to be added under this clause (iii) unless and until such debt security is converted into or exchanged for, or such warrant or other instrument is exercised for, capital stock of Crawford. For purposes of determining Net Worth on any date after December 31, 2002, (A) any non-cash adjustment after December 31, 2002 (whether such adjustment is an increase or decrease) to shareholders' investment related to pension fund liabilities, (B) any non-cash adjustment after December 31, 2002 (whether such adjustment is an increase or decrease) to shareholders' investment related to goodwill and (C) any non-cash adjustment after December 31, 2002 (whether such adjustment is an increase or decrease) to shareholders' investment related to foreign currency translations shall, in each case, be excluded. The foregoing covenant shall be calculated and tested quarterly on the last day of each fiscal quarter of Crawford commencing with the fiscal quarter ending September 30, 2003. ARTICLE VII NEGATIVE COVENANTS 64 The Borrowers covenant and agree that, from and after the Closing Date, so long as any Lender has a Commitment hereunder or the principal of or interest on any Loan remains unpaid or any fee or any LC Disbursement remains unpaid or any Letter of Credit remains outstanding: SECTION 7.1. INDEBTEDNESS. The Borrowers will not, and will not permit any Subsidiaries to, create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness created pursuant to the Loan Documents; (b) Private Placement Indebtedness, including refundings, refinancings and replacements thereof, and amendments or modifications to the Private Placement Loan Documents; provided, however, that the aggregate principal amount of such Private Placement Indebtedness shall not at any time exceed $50,000,000 plus the aggregate amount of Indebtedness available to be incurred at such time pursuant to clause (i) immediately below (which additional Indebtedness may be secured to the same extent as the Private Placement Indebtedness); (c) Indebtedness on the Funding 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; (d) Indebtedness of any Loan Party incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations; provided, that (i) such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvements and extensions, renewals, and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof (immediately prior to giving effect to such extension, renewal or replacement) or shorten the maturity or the weighted average life thereof and (ii) such Indebtedness does not, in the aggregate, exceed $5,000,000 at any time outstanding; (e) Indebtedness of any Consolidated Subsidiary (other than a Dormant Company) owing to a Loan Party to the extent permitted under Section 7.4(d); (f) Guarantees by any Consolidated Subsidiary of Indebtedness of the Borrowers and guarantees by a Borrower of Indebtedness of any Consolidated Subsidiary (other than a Dormant Company); provided, that any Indebtedness of a Borrower which is guaranteed by a Consolidated Subsidiary and any Indebtedness of any Consolidated Subsidiary which is guaranteed by a Borrower must otherwise be permitted under this Section 7.1; (g) Indebtedness of the Borrowers in respect of obligations under Hedging Agreements permitted by Section 7.10; (h) Indebtedness of Crawford & Company (Australia) Pty Limited in an aggregate amount not to exceed $2,750,000 at any time; and 65 (i) up to an aggregate principal amount of $5,000,000 of Indebtedness of the Borrowers and the Consolidated Subsidiaries (other than a Dormant Company) which shall be (A) unsecured and/or (B) additional Private Placement Indebtedness incurred pursuant to clause (b) above; provided, however, that the aggregate principal amount of all Indebtedness outstanding at any one time pursuant to this clause (i) shall not exceed $5,000,000. SECTION 7.2. NEGATIVE PLEDGE. The Borrowers will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien on any of its assets or property now owned or hereafter acquired or, except: (a) Permitted Encumbrances; (b) any Liens on any property or asset of the Borrowers or any Subsidiary existing on the Closing Date set forth on Schedule 7.2; provided, that such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary; (c) purchase money Liens to secure Indebtedness permitted pursuant to Section 7.1(d); provided, that (i) such Lien attaches to such asset concurrently or within 90 days after the acquisition, improvement or completion of the construction thereof and (ii) such Lien does not extend to any other asset (other than replacement assets of the same type); (d) Liens on the assets of Crawford & Company (Australia) Pty Limited solely to secure Indebtedness permitted under Section 7.1(h); and (e) extensions, renewals, or replacements of any Lien referred to in paragraphs (a) through (d) of this Section; provided, that the Indebtedness secured thereby is not increased and that any such extension, renewal or replacement is limited to the assets originally encumbered thereby. SECTION 7.3. FUNDAMENTAL CHANGES; LINE OF BUSINESS. (a) The Borrowers will not, and will not permit any Subsidiary (other than any Dormant Company) to, merge into or consolidate into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, that if at the time thereof and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing (i) a Borrower or any Subsidiary (other than a Dormant Company) may merge with a Person that is not a Subsidiary if a Borrower (or such Subsidiary if a Borrower is not a party to such merger) is the surviving Person, (ii) any Subsidiary may merge into another Subsidiary (other than a Dormant Company); provided, that if any party to such merger is a Subsidiary Loan Party (other than a Dormant Company), the Subsidiary Loan Party shall be the surviving Person, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to a Borrower or to a Subsidiary (other than a Dormant Company); provided, that a Subsidiary Loan Party may only sell, lease or otherwise dispose of all or substantially all of its assets to a Borrower or 66 another Subsidiary Loan Party (other than a Dormant Company), (iv) any Subsidiary may liquidate or dissolve if the Borrowers determine in good faith that such liquidation or dissolution is in the best interests of the Borrowers and is not materially disadvantageous to the Lenders and (v) any Subsidiary may be sold so long as such sale is permitted under Section 7.6; provided, that any merger involving a Person that is not a Wholly-Owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 7.4. (b) The Borrowers will not, and will not permit any Subsidiary to, engage to any substantial extent in any business other than businesses of the type conducted by the Borrowers and the Subsidiaries on the Closing Date and businesses reasonably related thereto. The Borrowers will not permit any Dormant Company to own any material assets or incur any Indebtedness or other material liabilities. The Borrowers will not at any time permit the aggregate revenues and assets of the Dormant Companies to exceed 1% of the aggregate revenues and assets of Crawford and its Subsidiaries on a consolidated basis. SECTION 7.4. INVESTMENTS, LOANS, ACQUISITIONS, ETC. The Borrowers will not, and will not permit any Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a Wholly-Owned Subsidiary prior to such merger), any capital stock, evidence of Indebtedness or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to (including intercompany loans or advances), Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any Person (all of the foregoing being collectively called "INVESTMENTS"), or consummate any Acquisitions or make any Restricted Investments, except: (a) Permitted Investments; (b) Guarantees constituting Indebtedness not prohibited by Section 7.1; provided, that the aggregate principal amount of Indebtedness of Subsidiaries that are not Subsidiary Loan Parties that is Guaranteed by any Loan Party shall be subject to the limitations set forth in clause (d) hereof, as applicable; (c) Investments made by any Consolidated Subsidiary (other than a Dormant Company) in or to any Loan Party (other than a Dormant Company); (d) Investments made by the Borrowers in the form of Indebtedness of any Consolidated Subsidiary owing to the Borrowers (or either of them) and Guarantees by the Borrowers of Indebtedness of any Consolidated Subsidiary; provided, that (i) the aggregate amount of (A) Investments (determined at book value without giving effect to any consolidation of accounts) by the Borrowers in Indebtedness of any Consolidated Subsidiary that is not a Subsidiary Loan Party (excluding Investments existing on the Funding Date and which are identified on Schedule 7.4 hereto) and (B) Guarantees (determined in accordance with the definition thereof without giving effect to any consolidation of accounts) by the Borrowers of Indebtedness of any Consolidated Subsidiary that is not a Subsidiary Loan Party (excluding such Guarantees existing on the Funding Date which are identified on Schedule 7.4 hereto) shall not exceed $15,000,000 in any period of 12 consecutive months and not more than $45,000,000 in the aggregate during the Availability Period, 67 (ii) the aggregate amount of (A) Investments (determined at book value without giving effect to any consolidation of accounts) by the Borrowers in Indebtedness of any single Consolidated Subsidiary that is not a Subsidiary Loan Party (excluding Investments existing on the Funding Date and which are identified on Schedule 7.4 hereto) and (B) Guarantees (determined in accordance with the definition thereof without giving effect to any consolidation of accounts) by the Borrowers of Indebtedness of any single Consolidated Subsidiary that is not a Loan Party (excluding such Guarantees existing on the Funding Date which are identified on Schedule 7.4 hereto) shall not exceed $10,000,000 and (iii) no Investment shall be made, directly or indirectly, by the Borrowers (or either of them) or any of their Subsidiaries in any Dormant Company; (e) loans or advances to employees, officers or directors of the Borrowers or any Consolidated Subsidiary (other than a Dormant Company) in the ordinary course of business for travel, relocation and other business related expenses; (f) Hedging Agreements permitted by Section 7.10; (g) Permitted Acquisitions; (h) Investments (other than Permitted Investments) existing on the Closing Date and set forth on Schedule 7.4 (including Investments in Consolidated Subsidiaries); 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; (i) Investments in joint ventures that are not Subsidiaries of the Borrowers (other than a Dormant Company) made after the Funding Date; provided, that (a) no Default or Event of Default shall exist prior to or after giving effect to such Investment and (b) the total amount of all such Investments (determined at book value) made under this clause (i) during the preceding 12 month period, when aggregated with such Investment, does not exceed the lesser of (x) $5,000,000 and (y) the Permitted Acquisition Basket minus the aggregate amount of Total Acquisition Consideration of all Acquisitions consummated by Crawford and the Consolidated Subsidiaries during such preceding 12 month period; and (j) other Investments in and to a Subsidiary Loan Party (other than a Dormant Company). SECTION 7.5. RESTRICTED PAYMENTS. (a) The Borrowers will not, and will not permit any Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any dividend on any class of its stock, or make any payment or prepayment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, retirement, defeasance or other acquisition of, any shares of capital stock, or Indebtedness subordinated in any manner to the Obligations, or any options, warrants, or other rights to purchase such capital stock or such Indebtedness, whether now or hereafter outstanding (each, a "RESTRICTED PAYMENT"), except for (i) dividends payable by Crawford solely in shares of any class of its capital stock; (ii) Restricted Payments made by any Subsidiary to either Borrower or to another Subsidiary (other than a Dormant 68 Company) and (iii) cash dividends paid on, and cash redemptions of, the common stock of Crawford in an amount not to exceed 100% of Consolidated Net Income (if greater than $0) earned during the immediately preceding fiscal year of Crawford; provided, that, in the case of clauses (i) and (iii) above, no Default or Event of Default has occurred and is continuing at the time such dividend is paid or redemption is made or would be caused thereby; provided, further, that in the case of clause (ii) above, no Default or Event of Default has occurred and is continuing at the time any such Restricted Payment is made or would be caused thereby if such Restricted Payment is to be made to any Person other than a Loan Party. (b) The Borrowers will not, and will not permit any Subsidiary to, settle or compromise, or enter into any agreement to settle or compromise, any pending or threatened suit, investigation, cause of action or other proceeding described on Schedule 4.5(a) with any Person or Governmental Authority, as to any single or related series of claims, involving payment by a Consolidated Party (or a group of them) of $10,000,000 or more, without the obtaining the prior written consent of the Administrative Agent. SECTION 7.6. SALE OF ASSETS. Except as permitted under Section 7.3, the Borrowers will not, and will not permit any Subsidiary (other than a Dormant Company) to, convey, sell, lease, assign, transfer or otherwise dispose of, any of their respective assets, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary's capital stock to any Person other than Crawford or any Wholly-Owned Subsidiary of Crawford other than a Dormant Company (or to qualify directors if required by applicable law), except: (a) the sale or other disposition for fair market value of obsolete or worn out property or other property not necessary for operations disposed of in the ordinary course of business; (b) the sale of inventory and Permitted Investments in the ordinary course of business; (c) the sale or other disposition of such assets (which may include the capital stock of any Subsidiary of the Borrowers or all or substantially all of the assets of any Subsidiary of the Borrowers) in an aggregate amount in any fiscal year of Crawford not to exceed $7,500,000. SECTION 7.7. TRANSACTIONS WITH AFFILIATES. The Borrowers will not, and will not permit any Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrowers or such Subsidiary than could be obtained on an arm's-length basis from unrelated third parties, (b) transactions between or among the Borrowers and Wholly-Owned Subsidiaries not involving any other Affiliates (subject to limitations in Section 7.4) and (c) any Restricted Payment permitted by Section 7.5. Notwithstanding the foregoing, the Borrowers will not, and will not permit any Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or 69 otherwise engage in any other transactions with, any Dormant Company, unless (i) such transaction is at prices and on terms and conditions not less favorable to the Borrowers or such Subsidiary (other than the Dormant Company) than could be obtained on an arm's length basis from unrelated third parties or involves maintaining the corporate existence, good standing or properties of any Dormant Company and (ii) after giving effect to such transaction, the representations and warranties contained in Section 4.17 shall be true and correct. SECTION 7.8. RESTRICTIVE AGREEMENTS. The Borrowers will not, and will not permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement that prohibits, restricts or imposes any condition upon (a) the ability of either Borrower or any Subsidiary to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to its capital stock, to make or repay loans or advances to either Borrower or any other Subsidiary, to Guarantee Indebtedness of either Borrower or any other Subsidiary or to transfer any of its property or assets to either Borrower or any Subsidiary; provided, that (i) the foregoing shall not apply to restrictions or conditions imposed by law or by this Agreement, or any other Loan Document or the Private Placement Loan Documents, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is sold and such sale is permitted hereunder, (iii) clause (a) above shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness, and (iv) clause (a) above shall not apply to restrictions or conditions imposed by the agreements listed on Schedule 7.8. SECTION 7.9. SALE AND LEASEBACK TRANSACTIONS. The Borrowers will not, and will not permit any Subsidiaries to, enter into any arrangement, directly or indirectly, whereby they shall sell or transfer any property, real or personal, used or useful in their business, whether now owned or hereinafter acquired, and thereafter rent or lease such property or other property that they intend to use for substantially the same purpose or purposes as the property sold or transferred, except for any such sale of any fixed or capital assets that is made for cash consideration in an amount not less than the cost of such fixed or capital asset and is consummated within 90 days after the Borrowers or such Subsidiary acquires or completes the construction of such fixed or capital asset. SECTION 7.10. HEDGING AGREEMENTS. The Borrowers will not, and will not permit any of the Subsidiaries to, enter into any Hedging Agreement, other than non-speculative Hedging Agreements entered into in the ordinary course of business to hedge or mitigate risks to which a Borrower or any Subsidiary is exposed in the conduct of its business or the management of its liabilities. SECTION 7.11. AMENDMENT TO ORGANIZATIONAL DOCUMENTS. The Borrowers will not, and will not permit any Subsidiary to, amend, modify or waive any of their rights in a manner materially adverse to the Lenders under their articles or certificate of incorporation, bylaws or other organizational documents. 70 SECTION 7.12. ACCOUNTING CHANGES; CHANGE OF FISCAL YEAR. The Borrowers will not, and will not permit any Subsidiary to, change their respective fiscal year ends or make any significant change in accounting treatment or reporting practices, except as permitted or required by GAAP or applicable law. SECTION 7.13. MINIMUM CASH. At all times prior to the payment and satisfaction in full by the Borrowers of all claims made by the Department of Justice or any Governmental Authority in respect of the Department of Justice litigation described in Schedule 4.5(a), the Borrowers will not permit cash on hand to be less than $10,000,000, less any amount paid to such Persons in satisfaction of such claims. SECTION 7.14. NO LIMITATION ON PREPAYMENTS OR AMENDMENTS TO CERTAIN LOAN DOCUMENTS. The Borrowers will not, and will not permit any Subsidiary to, be a party to any agreement or instrument limiting its rights (a) to make payments or prepayments on the Notes, whether optional or mandatory, under this Agreement or (b) to amend or waive any term or provision of this Agreement, the Notes or the Subsidiary Guaranty Agreement. ARTICLE VIII EVENTS OF DEFAULT SECTION 8.1. EVENTS OF DEFAULT. If any of the following events (each an "Event of Default") shall occur: (a) the Borrowers shall fail to pay any principal of any Loan or of any reimbursement obligation in respect of any LC Disbursement when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment or otherwise; or (b) the Borrowers shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount payable under clause (a) of this Article) payable under this Agreement or any other Loan Document, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of three (3) Business Days; or (c) any representation or warranty made or deemed made by or on behalf of either Borrower or any Subsidiary in or in connection with this Agreement or any other Loan Document (including the Schedules attached thereto) and any amendments or modifications hereof or waivers hereunder, or in any certificate, report, financial statement or other document submitted to the Administrative Agent or the Lenders by either Borrower or any Subsidiary or any representative of either Borrower or any Subsidiary pursuant to or in connection with this Agreement or any other Loan Document shall prove to be incorrect in any material respect when made or deemed made or submitted; or 71 (d) the Borrowers shall fail to observe or perform any covenant or agreement contained in Sections 5.1, 5.2, 5.3 (with respect to the Borrowers' existence), 5.10, 5.12 or Articles VI or VII; or (e) the Borrowers or any Subsidiary shall fail to observe or perform any covenant or agreement contained in this Agreement or any other Loan Document (other than those referred to in clauses (a), (b) and (d) above and other than the Sharing Agreement), and such failure shall remain unremedied for 30 days after the earlier of (i) any Responsible Officer of either Borrower becomes aware of such failure, or (ii) notice thereof shall have been given to the Borrowers by the Administrative Agent or any Lender; or (f) any Consolidated Party (whether as primary obligor or as guarantor or other surety) shall fail to pay any principal of or premium or interest on any Indebtedness which exceeds $5,000,000 individually or in the aggregate, when and as the same shall become due and payable (whether at scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument evidencing such Indebtedness; or any other event shall occur or condition shall exist under any agreement or instrument relating to such Indebtedness and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate, or permit the acceleration of, the maturity of such Indebtedness; or any such Indebtedness shall be declared to be due and payable; or required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption), purchased or defeased, or any offer to prepay, redeem, purchase or defease such Indebtedness shall be required to be made, in each case prior to the stated maturity thereof; or (g) either Borrower or any Subsidiary shall (i) commence a voluntary case or other proceeding or file any petition seeking liquidation, reorganization or other relief under any federal, state or foreign bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a custodian, trustee, receiver, liquidator or other similar official of it or any substantial part of its property, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (i) of this Section, (iii) apply for or consent to the appointment of a custodian, trustee, receiver, liquidator or other similar official for either Borrower or any such Subsidiary or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors, or (vi) take any action for the purpose of effecting any of the foregoing; or (h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of either Borrower or any Subsidiary or its debts, or any substantial part of its assets, under any federal, state or foreign bankruptcy, insolvency or other similar law now or hereafter in effect or (ii) the appointment of a custodian, trustee, receiver, liquidator or other similar official for either Borrower or any Subsidiary or for a substantial part of its assets, and in any such case, such proceeding or petition shall remain undismissed for a period of 60 days or an order or decree approving or ordering any of the foregoing shall be entered; or 72 (i) either Borrower or any Subsidiary Loan Party shall become unable to pay, shall admit in writing its inability to pay, or shall fail generally to pay, its debts as they become due; or (j) an ERISA Event shall have occurred that, when taken together with other ERISA Events that have occurred, could reasonably be expected to result in liability to either Borrower or any Consolidated Subsidiary in an aggregate amount exceeding $5,000,000; or (k) any judgment or order for the payment of money in excess of $10,000,000 shall be rendered against either Borrower or any Consolidated Subsidiary, and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order or (ii) there shall be a period of 30 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or (l) a Consolidated Party is enjoined, restrained or in any way prevented by the order of any Governmental Authority from conducting all or a material part of its business and such order continues for more than 30 days; or (m) any non-monetary judgment shall have been rendered against any Consolidated Party that could reasonably be expected to have a Material Adverse Effect and there shall be a period of 30 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or (n) a Change in Control shall occur or exist; or (o) an "Event of Default" under and as defined in the Note Purchase Agreement shall have occurred; or (p) the Subsidiary Guaranty Agreement or any Pledge Agreement shall for any reason cease to be valid and binding on, or enforceable against, any Loan Party, or any Loan Party shall so state in writing, or any Loan Party or other Person shall challenge the validity of or seek to terminate the Subsidiary Guarantee Agreement or a Pledge Agreement or any provision of this Agreement or any other Loan Document, then, and in every such event (other than an event with respect to either Borrower described in clause (g) or (h) of this Section) and at any time thereafter during the continuance of such event, the Administrative Agent may, and upon the written request of the Required Lenders shall, by notice to the Borrowers, take any or all of the following actions, at the same or different times: (i) terminate the Commitments, whereupon the Commitment of each Lender shall terminate immediately; (ii) declare the principal of and any accrued interest on the Loans, and all other Obligations owing hereunder, to be, whereupon the same shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each Borrower and (iii) exercise all remedies contained in any other Loan Document; and that, if an Event of Default specified in either clause (g) or (h) shall occur, the Commitments shall 73 automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon, and all fees, and all other Obligations shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each Borrower. ARTICLE IX THE ADMINISTRATIVE AGENT SECTION 9.1. APPOINTMENT OF ADMINISTRATIVE AGENT. (a) Each Lender irrevocably appoints SunTrust Bank as the Administrative Agent and authorizes it to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent under this Agreement and the other Loan Documents, together with all such actions and powers that are reasonably incidental thereto. The Administrative Agent may perform any of its duties hereunder by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions set forth in this Article shall apply to any such sub-agent and the Related Parties of the Administrative Agent and any such sub-agent and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. (b) The Issuing Bank shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith until such time and except for so long as the Administrative Agent may agree at the request of the Required Lenders to act for the Issuing Bank with respect thereto; provided, that the Issuing Bank shall have all the benefits and immunities (i) provided to the Administrative Agent in this Article IX with respect to any acts taken or omissions suffered by the Issuing Bank in connection with Letters of Credit issued by it or proposed to be issued by it and the application and agreements for letters of credit pertaining to the Letters of Credit as fully as the term "Administrative Agent" as used in this Article IX included the Issuing Bank with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Issuing Bank. SECTION 9.2. NATURE OF DUTIES OF ADMINISTRATIVE AGENT. The Administrative Agent shall not have any duties or obligations except those expressly set forth in this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except those discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.2), and (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrowers or any of their Subsidiaries that is communicated to or obtained by the Administrative Agent or any 74 of its Affiliates in any capacity. The Administrative Agent shall not be liable (provided that the Borrowers reserve any and all rights and claims against any Lender, including the Administrative Agent in its capacity as a Lender) for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.2) or in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall not be deemed to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Administrative Agent by the Borrowers or any Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements, or other terms and conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article III or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. SECTION 9.3. LACK OF RELIANCE ON THE ADMINISTRATIVE AGENT. Each of the Lenders, the Swingline Lender and the Issuing Bank acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each of the Lenders, the Swingline Lender and the Issuing Bank also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, continue to make its own decisions in taking or not taking of any action under or based on this Agreement, any related agreement or any document furnished hereunder or thereunder. SECTION 9.4. CERTAIN RIGHTS OF THE ADMINISTRATIVE AGENT. If the Administrative Agent shall request instructions from the Required Lenders with respect to any action or actions (including the failure to act) in connection with this Agreement, the Administrative Agent shall be entitled to refrain from such act or taking such act, unless and until it shall have received instructions from such Lenders; and the Administrative Agent shall not incur liability to any Person by reason of so refraining. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Administrative Agent as a result of the Administrative Agent acting or refraining from acting hereunder in accordance with the instructions of the Required Lenders where required by the terms of this Agreement. SECTION 9.5. RELIANCE BY ADMINISTRATIVE AGENT. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed, sent or made by the proper Person. The Administrative Agent may also rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (including counsel for the Borrowers), independent public accountants and other 75 experts selected by it and shall not be liable for any action taken or not taken by it in accordance with the advice of such counsel, accountants or experts. SECTION 9.6. THE ADMINISTRATIVE AGENT IN ITS INDIVIDUAL CAPACITY. The bank serving as the Administrative Agent shall have the same rights and powers under this Agreement and any other Loan Document in its capacity as a Lender as any other Lender and may exercise or refrain from exercising the same as though it were not the Administrative Agent; and the terms "Lenders", "Required Lenders", "holders of Notes", or any similar terms shall, unless the context clearly otherwise indicates, include the Administrative Agent in its individual capacity. The bank acting as the Administrative Agent and its Affiliates may accept deposits from, lend money to, and generally engage in any kind of business with either Borrower or any Subsidiary or Affiliate of either Borrower as if it were not the Administrative Agent hereunder. SECTION 9.7. SUCCESSOR ADMINISTRATIVE AGENT. (a) The Administrative Agent may resign at any time by giving notice thereof to the Lenders and the Borrowers. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent, subject to the approval by the Borrowers provided that no Event of Default shall exist at such time. If no successor Administrative Agent shall have been so appointed, and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or any state thereof or a bank which maintains an office in the United States, having a combined capital and surplus of at least $500,000,000. (b) Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents. If within 45 days after written notice is given of the retiring Administrative Agent's resignation under this Section 9.7 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent's resignation shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Loan Documents until such time as the Required Lenders appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent's resignation hereunder, the provisions of this Article IX shall continue in effect for the benefit of such retiring Administrative Agent and its representatives and agents in respect of any actions taken or not taken by any of them while it was serving as the Administrative Agent. ARTICLE X 76 MISCELLANEOUS SECTION 10.1. NOTICES. (a) Except in the case of notices and other communications expressly permitted to be given by telephone, all notices and other communications to any party herein to be effective shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows: To either Borrower: Crawford & Company 5620 Glenridge Drive NE Atlanta, GA 30342 Attention: Joe Caporaso Telecopy Number: (404) 845-3127 With a copy to: King & Spalding 191 Peachtree Street Atlanta, GA 30303-1763 Attention: John J. Kelley Telecopy Number: (404) 572-5100 To the Administrative Agent: SunTrust Robinson Humphrey c/o Agency Services 303 Peachtree Street, N. E./ 25th Floor Atlanta, Georgia 30308 Attention: Agency Services Telecopy Number: (404) 724-3879 With a copy to: SunTrust Bank 303 Peachtree Street, N. E., 2nd Floor Atlanta, Georgia 30308 Attention: David Penter Telecopy Number: (404) 588-8833 To the Issuing Bank: SunTrust Bank 25 Park Place, N. E./Mail Code 3706 Atlanta, Georgia 30303 Attention: Jon Conley Telecopy Number: (404) 588-8129 To the Swingline Lender: SunTrust Bank 303 Peachtree Street, N.E./2nd Floor Atlanta, Georgia 30308 Attention: Agency Services Telecopy Number: (404) 724-3879
77 Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All such notices and other communications shall, when transmitted by overnight delivery, or faxed, be effective when delivered for overnight (next-day) delivery, or transmitted in legible form by facsimile machine, respectively, or if mailed, upon the third Business Day after the date deposited into the mails or if delivered, upon delivery; provided, that notices delivered to the Administrative Agent, the Issuing Bank or the Swingline Bank shall not be effective until actually received by such Person at its address specified in this Section 10.1. (b) Any agreement of the Administrative Agent and the Lenders herein to receive certain notices by telephone or facsimile is solely for the convenience and at the request of the Borrowers. The Administrative Agent and the Lenders shall be entitled to rely on the authority of any Person purporting to be a Person authorized by the Borrowers to give such notice and the Administrative Agent and Lenders shall not have any liability to the Borrowers or other Person on account of any action taken or not taken by the Administrative Agent or the Lenders in reliance upon such telephonic or facsimile notice. The obligation of the Borrowers to repay the Loans and all other Obligations hereunder shall not be affected in any way or to any extent by any failure of the Administrative Agent and the Lenders to receive written confirmation of any telephonic or facsimile notice or the receipt by the Administrative Agent and the Lenders of a confirmation which is at variance with the terms understood by the Administrative Agent and the Lenders to be contained in any such telephonic or facsimile notice. SECTION 10.2. WAIVER; AMENDMENTS. (a) No failure or delay by the Administrative Agent, the Issuing Bank or any Lender in exercising any right or power hereunder or any other Loan Document, and no course of dealing between either Borrower and the Administrative Agent or any Lender, shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power or any abandonment or discontinuance of steps to enforce such right or power, preclude any other or further exercise thereof or the exercise of any other right or power hereunder or thereunder. The rights and remedies of the Administrative Agent, the Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies provided by law. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by either Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. (b) No amendment or waiver of any provision of this Agreement or the other Loan Documents, nor consent to any departure by either Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by each Borrower and the Required Lenders 78 or each Borrower and the Administrative Agent with the consent of the Required Lenders and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, that no amendment or waiver shall: (i) increase the Commitment of any Lender without the written consent of such Lender, (ii) reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender affected thereby, (iii) postpone the date fixed for any payment of any principal of, or interest on, any Loan or LC Disbursement or interest thereon or any fees hereunder or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date for the termination or reduction of any Commitment, without the written consent of each Lender affected thereby, (iv) change Section 2.24(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (v) change any of the provisions of this Section or the definition of "Required Lenders" or any other provision hereof specifying the number or percentage of Lenders which are required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the consent of each Lender; (vi) release any guarantor or limit the liability of any such guarantor under any guaranty agreement; provided, that the consent of the Administrative Agent or the Lenders shall not be required for the release of a guarantor under any guaranty agreement so long as such guarantor (A) is a Dormant Company and (B) will be dissolved simultaneously with such release under such guaranty agreement; and (vii) release all or substantially all of the capital stock subject to a Pledge Agreement; provided, further, that no such agreement shall amend, modify or otherwise affect the rights, duties or obligations of the Administrative Agent, the Swingline Bank or the Issuing Bank without the prior written consent of such Person. SECTION 10.3. EXPENSES; INDEMNIFICATION. (a) The Borrowers shall pay (i) all reasonable out-of-pocket costs and expenses of the Administrative Agent and its Affiliates as previously agreed upon by the Borrowers and the Administrative Agent, including, subject to such previously agreed upon arrangement, the reasonable fees, charges and disbursements of counsel for the Administrative Agent and its Affiliates in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Loan Documents and any amendments, modifications or waivers thereof (whether or not the transactions contemplated in this Agreement or any other Loan Document shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket costs and expenses (including, without limitation, the fees, charges and disbursements of outside counsel) of the Administrative Agent, the Issuing Bank or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans made or any Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. (b) The Borrowers shall indemnify the Administrative Agent, the Issuing Bank and each Lender, and each Related Party of any of the foregoing (each, an "INDEMNITEE") against, and hold each of them harmless from, any and all costs, losses, liabilities, claims, damages and 79 related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, which may be incurred by or asserted against any Indemnitee arising out of, in connection with or as a result of (i) the execution or delivery of this Agreement or any other agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of any of the transactions contemplated hereby, (ii) any Loan or Letter of Credit or any actual or proposed use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned by either Borrower or any Subsidiary or any Environmental Liability related in any way to either Borrower or any Subsidiary or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided, that the Borrowers shall not be obligated to indemnify any Indemnitee for any of the foregoing arising out of such Indemnitee's gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and nonappealable judgment. (c) The Borrowers shall pay, and hold the Administrative Agent and each of the Lenders harmless from and against, any and all present and future Other Taxes and Indemnified Taxes, and save the Administrative Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes. (d) To the extent that either Borrower fails to pay any amount required to be paid to the Administrative Agent, the Issuing Bank or the Swingline Lender under clauses (a), (b) or (c) hereof, each Lender severally agrees to pay to the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender's Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Issuing Bank or the Swingline Lender in its capacity as such. (e) To the extent permitted by applicable law, no Borrower shall assert, and each such Borrower hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement or any agreement or instrument contemplated hereby, the transactions contemplated therein, any Loan or any Letter of Credit or the use of proceeds thereof. (f) All amounts due under this Section shall be payable promptly after written demand therefore. SECTION 10.4. SUCCESSORS AND ASSIGNS. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that no Borrower may 80 assign or transfer any of its rights hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any such Borrower without such consent shall be null and void). (b) Any Lender may at any time assign to one or more banks or other financial institutions all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitment and the Loans and LC Exposure at the time owing to it); provided, that (i) except in the case of an assignment to a Lender or an Affiliate of a Lender, the Borrowers and the Administrative Agent (and, in the case of an assignment of all or a portion of a Commitment or any Lender's obligations in respect of its LC Exposure or Swingline Exposure, the Issuing Bank and the Swingline Lender) must give their prior written consent (which consent shall not be unreasonably withheld or delayed), (ii) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire amount of the assigning Lender's Commitment hereunder or an assignment while an Event of Default has occurred and is continuing, the amount of the Commitment of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 (unless the Borrowers and the Administrative Agent shall otherwise consent), (iii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement and the other Loan Documents, (iv) the assigning Lender and the assignee shall (unless otherwise waived by the Administrative Agent) execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee payable by the assigning Lender or the assignee (as determined between such Persons) in an amount equal to $1,000 (unless otherwise waived by the Administrative Agent) and (v) such assignee, if it is not a Lender, shall deliver a duly completed Administrative Questionnaire to the Administrative Agent; provided, that any consent of the Borrowers otherwise required hereunder shall not be required in connection with the initial syndication of the Loans or if an Event of Default has occurred and is continuing. Upon the execution and delivery of the Assignment and Acceptance and payment by such assignee to the assigning Lender of an amount equal to the purchase price agreed between such Persons, such assignee shall become a party to this Agreement and any other Loan Documents to which such assigning Lender is a party and, to the extent of such interest assigned by such Assignment and Acceptance, shall have the rights and obligations of a Lender under this Agreement, and the assigning Lender shall be released from its obligations hereunder to a corresponding extent (and, in the case of an Assignment and Acceptance covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.20, 2.21, 2.22, 2.23 and 10.3). Upon the consummation of any such assignment hereunder, the assigning Lender, the Administrative Agent and the Borrowers shall make appropriate arrangements to have new Notes issued. Any assignment or other transfer by a Lender that does not fully comply with the terms of this clause (b) shall be treated for purposes of this Agreement as a sale of a participation pursuant to clause (c) below. (c) Any Lender may at any time, without the consent of either Borrower, the Administrative Agent, the Issuing Bank or the Swingline Lender, sell participations to one or more banks or other entities (a "Participant") in all or a portion of such Lender's rights and obligations under this Agreement (including all or a portion of its Commitment, the Loans owing to it and its LC 81 Exposure); provided, that (i) such Lender's obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of its obligations hereunder, and (iii) the Borrowers, the Administrative Agent, the Swingline Bank, the Issuing Bank and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement and the other Loan Documents. Any agreement between such Lender and the Participant with respect to such participation shall provide that such Lender shall retain the sole right and responsibility to enforce this Agreement and the other Loan Documents and the right to approve any amendment, modification or waiver of this Agreement and the other Loan Documents; provided, that such participation agreement may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver of this Agreement described in the first proviso of Section 10.2(b) that affects the Participant. Each of the Borrowers agrees that each Participant shall be entitled to the benefits of Sections 2.20, 2.21, 2.22 and 2.23 to the same extent as if it were a Lender hereunder and had acquired its interest by assignment pursuant to paragraph (b); provided, that no Participant shall be entitled to receive any greater payment under Section 2.19 or 2.21 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant. To the extent permitted by law, the Borrowers agree that each Participant shall be entitled to the benefits of Section 2.23 as though it were a Lender, provided, that such Participant agrees to share with the Lenders the proceeds thereof in accordance with Section 2.24 as fully as if it were a Lender hereunder. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.23 unless the Borrowers are notified of such participation sold to such Participant and such Participant agrees, for the benefit of the Borrowers, to comply with Section 2.23(e) as though it were a Lender hereunder. (d) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement and its Notes (if any) to secure its obligations to a Federal Reserve Bank without complying with this Section; provided, that no such pledge or assignment shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. (e) Notwithstanding anything to the contrary contained herein, any Lender (a "Granting Lender") may grant to a special purpose funding vehicle (an "SPV"), identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers, the option to provide to the Borrowers all or any part of any Loan that such Granting Lender would otherwise be obligated to make to the Borrowers pursuant to this Agreement; provided, that (i) nothing herein shall constitute a commitment by any SPV to make any Loan and (ii) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of any Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if such Loan were made by such Granting Lender. Each party hereto hereby agrees that no SPV shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPV, it will not institute against, or join any other person in 82 instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any State. Notwithstanding anything to the contrary in this Section 10.4, any SPV may (i) with notice to, but without the prior written consent of, the Borrowers and the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans to the Granting Lender or to any financial institutions (consented to by the Borrowers and the Administrative Agent) providing liquidity and/or credit support to or for the account of such SPV to support the funding or maintenance of Loans and (ii) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPV. As this Section 10.4(e) applies to any particular SPV, this Section may not be amended without the written consent of such SPV. SECTION 10.5. GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS. (a) This Agreement and the other Loan Documents 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. (b) Each of the Borrowers hereby irrevocably and unconditionally submits, for itself and its property, to the non-exclusive jurisdiction of the United States District Court of the Northern District of Georgia, and of any state court of the State of Georgia located in Fulton County and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Loan Document or the transactions contemplated hereby or thereby, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such Georgia state court or, to the extent permitted by applicable law, such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent, the Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against either Borrower or their properties in the courts of any jurisdiction. (c) Each of the Borrowers irrevocably and unconditionally waives any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding described in paragraph (b) of this Section and brought in any court referred to in paragraph (b) of this Section. Each of the parties hereto irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (d) Each party to this Agreement irrevocably consents to the service of process in the manner provided for notices in Section 10.1. Nothing in this Agreement or in any other Loan Document will affect the right of any party hereto to serve process in any other manner permitted by law. 83 SECTION 10.6. WAIVER OF JURY TRIAL. EACH PARTY HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. SECTION 10.7. RIGHT OF SETOFF. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, each Lender and the Issuing Bank shall have the right, at any time or from time to time upon the occurrence and during the continuance of an Event of Default, without prior notice to either Borrower, any such notice being expressly waived by each Borrower to the extent permitted by applicable law, to set off and apply against all deposits (general or special, time or demand, provisional or final) of either Borrower at any time held or other obligations at any time owing by such Lender and the Issuing Bank to or for the credit or the account of either Borrower against any and all Obligations held by such Lender or the Issuing Bank, as the case may be, irrespective of whether such Lender or the Issuing Bank shall have made demand hereunder and although such Obligations may be unmatured. Each Lender and the Issuing Bank agree promptly to notify the Administrative Agent and the Borrowers after any such set-off and any application made by such Lender and the Issuing Bank, as the case may be; provided, that the failure to give such notice shall not affect the validity of such set-off and application. SECTION 10.8. COUNTERPARTS; INTEGRATION. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by telecopy), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. This Agreement, the other Loan Documents, and any separate letter agreement(s) relating to any fees payable to the Administrative Agent constitute the entire agreement among the parties hereto and thereto regarding the subject matters hereof and thereof and supersede all prior agreements and understandings, oral or written, regarding such subject matters. SECTION 10.9. SURVIVAL. All covenants, agreements, representations and warranties made by either Borrower herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, the Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is 84 outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated. The provisions of Sections 2.21, 2.22, 2.23, and 10.3 and Article IX shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any provision hereof. All representations and warranties made herein, in the certificates, reports, notices, and other documents delivered pursuant to this Agreement shall survive the execution and delivery of this Agreement and the other Loan Documents, and the making of the Loans and the issuance of the Letters of Credit. SECTION 10.10. SEVERABILITY. Any provision of this Agreement or any other Loan Document held to be illegal, invalid or unenforceable in any jurisdiction, shall, as to such jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability without affecting the legality, validity or enforceability of the remaining provisions hereof or thereof; and the illegality, invalidity or unenforceability of a particular provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. SECTION 10.11. INTEREST RATE LIMITATION. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which may be treated as interest on such Loan under applicable law (collectively, the "CHARGES"), shall exceed the maximum lawful rate of interest (the "MAXIMUM RATE") which may be contracted for, charged, taken, received or reserved by a Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefore) until such cumulated amount, together with interest thereon at the Federal Funds Rate to the date of repayment, shall have been received by such Lender. SECTION 10.12. CONFIDENTIALITY. The Administrative Agent and each Lender agrees to keep confidential all non-public information identified as such in writing and provided to it by the Borrowers or any of their Subsidiaries; provided that nothing herein shall prevent the Administrative Agent or any Lender from disclosing such information: (a) to the Administrative Agent, any other Lender or any Affiliate thereof, (b) to prospective transferees, assignees, SPVs or participants that sign a document containing the provisions of this Section prior to disclosure, (c) its employees, directors, agents, attorneys, accountants and other professional advisors or those of any of its Affiliates that are made aware of the provisions of this Section prior to disclosure, (d) in response to any order of any court or other Governmental Authority or as may be required by law or regulation, (e) if requested or required to do so in connection with any litigation or similar proceeding, (f) that has been publicly disclosed, (g) to any nationally recognized rating agency that requires access to information about a Lender's investment portfolio in connection with ratings issued with respect to such Lender, or (h) in connection with the exercise of any remedy hereunder or under any other Loan Document. The parties hereto agree and acknowledge that the U.S. tax treatment and U.S. tax structure of the transactions contemplated by this Agreement are not to be kept confidential and are expressly excluded from treatment as such under this Section 10.12. 85 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed under seal in the case of the Borrowers by their respective authorized officers as of the day and year first above written. CRAWFORD & COMPANY By /s/ John F. Giblin ------------------------------------- Name: John F. Giblin Title: Executive Vice President [SEAL] CRAWFORD & COMPANY INTERNATIONAL, INC. By /s/ John F. Giblin ------------------------------------- Name: John F. Giblin Title: Executive Vice President [SEAL] SUNTRUST BANK AS ADMINISTRATIVE AGENT, AS ISSUING BANK, AS SWINGLINE LENDER AND AS A LENDER By ------------------------------------- Name: ---------------------------------- Title: --------------------------------- Revolving Commitment: $30,000,000 LC Commitment: $15,000,000 Swingline Commitment: $ 5,000,000 [SIGNATURE PAGE TO REVOLVING CREDIT AGREEMENT] 86 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed under seal in the case of the Borrowers by their respective authorized officers as of the day and year first above written. CRAWFORD & COMPANY By ------------------------------------- Name: Title: [SEAL] CRAWFORD & COMPANY INTERNATIONAL, INC. By ------------------------------------- Name: Title: [SEAL] SUNTRUST BANK AS ADMINISTRATIVE AGENT, AS ISSUING BANK, AS SWINGLINE LENDER AND AS A LENDER By /s/ Kelly Gunter ------------------------------------- Name: Kelly Gunter Title: Vice President Revolving Commitment: $30,000,000 LC Commitment: $15,000,000 Swingline Commitment: $ 5,000,000 [SIGNATURE PAGE TO REVOLVING CREDIT AGREEMENT] 87 [Signature page to Revolving Credit Agreement dated as of September 30, 2003 among Crawford & Company, Crawford & Company International, Inc., the Lenders from time to time party hereto, Bank of America, N.A., as Syndication Agent, and SunTrust Bank, as Administrative Agent.] BANK OF AMERICA, N.A. AS SYNDICATION AGENT AND AS A LENDER By /s/ Brian L. Martin ------------------------------------- Name: Brian L. Martin Title: Vice President Revolving Commitment: $25,000,000 CITIBANK, N.A. AS A LENDER By ------------------------------------- Name: ---------------------------------- Title: --------------------------------- Revolving Commitment: $15,000,000 [SIGNATURE PAGE TO REVOLVING CREDIT AGREEMENT] 88 [Signature page to Revolving Credit Agreement dated as of September 30, 2003 among Crawford & Company, Crawford & Company International, Inc., the Lenders from time to time party hereto, Bank of America, N.A., as Syndication Agent, and SunTrust Bank, as Administrative Agent.] BANK OF AMERICA, N.A. AS SYNDICATION AGENT AND AS A LENDER By ------------------------------------- Name: ---------------------------------- Title: --------------------------------- Revolving Commitment: $25,000,000 CITIBANK, N.A. AS A LENDER By /s/ David L. Harris ------------------------------------- Name: David L. Harris Title: Vice President Revolving Commitment: $15,000,000 [SIGNATURE PAGE TO REVOLVING CREDIT AGREEMENT] 89 SCHEDULE I APPLICABLE MARGIN AND APPLICABLE PERCENTAGE
Applicable Margin Applicable Applicable Pricing for Eurocurrency Percentage for Percentage for Letter Level Leverage Ratio Loans Commitment Fee of Credit Fees ------- -------------- ----------------- -------------- --------------------- I Less than 0.50:1.00 .50% p.a. .20% p.a. .50% p.a. II Less than 1.00:1.00 but greater than or equal to 0.50:1.00 .75% p.a. .20% p.a. .75% p.a. III Less than 1.50:1.00 but greater than or equal to 1.00:1.00 .875% p.a. .25% p.a. .875% p.a. IV Less than 2.00:1.00 but greater than or equal to 1.50:1.00 1.00% p.a. .25% p.a. 1.00% p.a. V Greater than or equal to 2.00:1.00 1.25% p.a. .375% p.a. 1.25% p.a.
90