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<SEC-DOCUMENT>0000950144-05-010095.txt : 20051005
<SEC-HEADER>0000950144-05-010095.hdr.sgml : 20051005
<ACCEPTANCE-DATETIME>20051005172232
ACCESSION NUMBER:		0000950144-05-010095
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20051005
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20051005
DATE AS OF CHANGE:		20051005

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CRAWFORD & CO
		CENTRAL INDEX KEY:			0000025475
		STANDARD INDUSTRIAL CLASSIFICATION:	INSURANCE AGENTS BROKERS & SERVICES [6411]
		IRS NUMBER:				580506554
		STATE OF INCORPORATION:			GA
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-10356
		FILM NUMBER:		051125707

	BUSINESS ADDRESS:	
		STREET 1:		5620 GLENRIDGE DR NE
		CITY:			ATLANTA
		STATE:			GA
		ZIP:			30342
		BUSINESS PHONE:		4042560830

	MAIL ADDRESS:	
		STREET 1:		5620 GLENRIDE DR
		CITY:			ATLANTA
		STATE:			GA
		ZIP:			30342
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>g97586e8vk.txt
<DESCRIPTION>CRAWFORD & COMPANY
<TEXT>
<PAGE>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 8-K

                             CURRENT REPORT PURSUANT
                          TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

        Date of report (Date of earliest event reported) OCTOBER 5, 2005

                               CRAWFORD & COMPANY
             (Exact Name of Registrant as Specified in Its Charter)

                                     GEORGIA
                 (State or Other Jurisdiction of Incorporation)

<TABLE>
<S>                                            <C>
                   1-10356                                 58-0506554
          (Commission File Number)             (IRS Employer Identification No.)
</TABLE>

<TABLE>
<S>                                                        <C>
5620 GLENRIDGE DRIVE, N.E., ATLANTA, GEORGIA                 30342
  (Address of Principal Executive Offices)                 (Zip Code)
</TABLE>

                                 (404) 256-0830
              (Registrant's Telephone Number, Including Area Code)

                                       N/A
          (Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ]  Written communications pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
     CFR 240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))

<PAGE>

Item 1.01 Entry into a Material Definitive Agreement

On September 30, 2005 the Company executed a First Amended and Restated Credit
Agreement ("Amended Revolving Credit Agreement") to its existing $70.0 million
Revolving Credit Agreement ("Revolving Credit Agreement") dated October, 2003.
The Company executed the Amended Revolving Credit Agreement with the same
lenders as the original Revolving Credit Agreement. The Amended Revolving Credit
Agreement does not change the dollar amount of the credit line or interest rate
terms. The expiration date is extended to September 29, 2010. This Amended
Revolving Credit Agreement is included herein as an Exhibit to this Form 8-K.

On September 30, 2005, the Company executed a Waiver and Amendment (the "Amended
Note Purchase Agreement") to its original Note Purchase Agreement of October,
2003 ("Note Purchase Agreement') involving its $50.0 million 6.08% senior notes
payable. The Company executed the Amended Note Purchase Agreement with the same
lenders as the original Note Purchase Agreement. The Amended Note Purchase
Agreement does not change the interest rate, payment schedule, or maturity date
of the 6.08% senior notes. This amended Note Purchase Agreement is included
herein as an Exhibit to this Form 8-K.

The stock of Crawford & Company International, Inc., a wholly-owned subsidiary
of the Company, continues to be pledged as security under these agreements and
the Company's U.S. subsidiaries remain guarantors for the Company's obligations
under these agreements.

Both the original Revolving Credit Agreement and the original Note Purchase
Agreement contained various provisions which required the Company to maintain
defined leverage ratios, fixed charge coverage ratios, and minimum net worth
thresholds. These original provisions were disclosed in the Company's Annual
Report on Form 10-K for the year ended December 31, 2004, and the original
agreement documents for both were incorporated by reference in the
aforementioned Form 10-K.

As a result of the amended agreements, the original provisions of these
agreements have been modified at September 30, 2005 as follows:

     1.   The Company must maintain, on a rolling four quarter basis, a leverage
          ratio of consolidated debt to earnings before interest expense, income
          taxes, depreciation, amortization, certain non-recurring charges, and
          capitalization of internally developed software costs ("EBITDA") of no
          more than 2.75 times EBITDA. This ratio is reduced to 2.50 times
          EBITDA effective for the quarter ended September 30, 2006, and to 2.25
          times EDITDA effective for the quarter ended September 30, 2007.

     2.   The Company must also maintain, on a rolling four quarter basis, a
          fixed charge coverage ratio of EBITDA plus lease expenses ("EBITDAR")
          to total fixed charges, consisting of interest expense and lease
          expense, of no less than 1.5 times fixed charges through the quarter
          ended September 30, 2007. Effective the quarter ended December 31,
          2007, this ratio changes to no less than 1.75 times fixed charges.

<PAGE>

     3.   The Company is also required to maintain a minimum net worth equal to
          $167,200,000 plus 50% of its cumulative positive consolidated net
          income earned after June 30, 2005, plus 100% of the net proceeds from
          any equity offering, subject to terms and conditions. For purposes of
          determining minimum net worth, any non-cash adjustments after June 30,
          2005 related to the Company's pension liabilities, goodwill, or
          foreign currency translation are excluded.

     4.   The Company may sell its home office facilities in Atlanta, Georgia,
          subject to certain conditions, and consolidate its Atlanta operations
          in a single leased facility.

     5.   During 2006, the Company may pay dividends to holders of its common
          stock up to an amount not to exceed the sum of 2005 consolidated net
          income plus $4,000,000. All other original provisions regarding the
          payments of dividends during the terms of these original and amended
          agreements remain unchanged.

<PAGE>

Item 9.01 Financial Statements and Exhibits.

     (d)  Exhibits

     The following exhibit is filed herewith:

<TABLE>
<CAPTION>
Exhibit Number   Descriptions
- --------------   ------------
<S>              <C>
10.1             First Amended and Restated Credit Agreement

10.2             Waiver and Amendment to Note Purchase Agreement dated as of
                 September 30, 2003
</TABLE>

<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                        CRAWFORD & COMPANY


                                        By: /s/ John F. Giblin
                                            ------------------------------------
                                            John F. Giblin
                                            Executive Vice President-Finance

Dated: October 5, 2005
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>g97586exv10w1.txt
<DESCRIPTION>EX-10.1 FIRST AMENDED AND RESTATED CREDIT AGREEMENT
<TEXT>
<PAGE>
                                                                    Exhibit 10.1

================================================================================

                   FIRST AMENDED AND RESTATED CREDIT AGREEMENT

                                   dated as of

                               September 30, 2005

                                      among

                               CRAWFORD & COMPANY
                     CRAWFORD & COMPANY INTERNATIONAL, INC.,

                            The LENDERS Party Hereto

                                       and

                                 SUNTRUST BANK,
                             as Administrative Agent

                                   ----------

                           SUNTRUST ROBINSON HUMPHREY
                 (a division of SunTrust Capital Markets, Inc.),
                                as Lead Arranger

                              BANK OF AMERICA, N.A.
                              as Syndication Agent

================================================================================

<PAGE>

          FIRST AMENDED AND RESTATED CREDIT AGREEMENT dated as of September 30,
2005 (this "First Amendment and Restatement") among CRAWFORD & COMPANY, a
Georgia corporation ("Crawford") and CRAWFORD & COMPANY INTERNATIONAL, INC., a
Georgia corporation ("International"; International and Crawford are
collectively referred to herein as the "Borrowers", and each individually as, a
"Borrower"), the LENDERS party hereto (the "Lenders") and SUNTRUST BANK
("SunTrust"), as administrative agent for the Lenders (in such capacity,
together with its successors in such capacity, the "Administrative Agent").

                                   WITNESSETH:

          WHEREAS, the Borrowers, the Lenders and SunTrust, as Administrative
Agent, are parties to the Revolving Credit Agreement dated as of September 30,
2003 (as amended and in effect immediately prior to the effectiveness of this
First Amendment and Restatement, the "Existing Credit Agreement");

          WHEREAS, the Borrowers have requested certain amendments to provisions
of the Existing Credit Agreement, including, among other things, the extension
of the availability of the commitments thereunder, and the Lenders are willing
to make such amendments on the terms and conditions set forth below;

          NOW, THEREFORE, the parties hereto hereby agree that, effective as of
the Restatement Effective Date (as defined in Section 4 hereof), the Existing
Credit Agreement shall be amended and restated to read in its entirety as set
forth in the Existing Credit Agreement, which is incorporated herein by this
reference, subject to the amendments set forth in Section 2 hereof (the Existing
Credit Agreement, as so amended and restated hereby, is herein called the "First
Amended and Restated Credit Agreement"):

          Section 1. Definitions. Except as otherwise defined herein, terms
defined in the Existing Credit Agreement have the meanings ascribed thereto in
the Existing Credit Agreement, after giving effect to the amendments set forth
in Section 2 hereof.

          Section 2. Amendments. Effective as of the Restatement Effective Date,
the Existing Credit Agreement is hereby amended as follows:

          2.01. Certain References. References (a) in the Existing Credit
Agreement (including the Exhibits thereto) to "this Agreement", the "Credit
Agreement", and the "Revolving Credit Agreement" (or words of similar import,
including indirect references thereto) shall be deemed to be references to the
First Amended and Restated Credit Agreement, (b) in the Existing Credit
Agreement to "Closing Date" (other than references in the "Closing Date"
contained in Sections 2.17, 3.1, 5.10 and 7.2 of the Existing Credit Agreement)
shall be deemed to be references to the Effective Date (as defined in Section
2.02 below), (c) in Sections 4.14, 4.16 and 7.4 of the Existing Credit Agreement
to "Funding Date" shall be deemed to be references to the Effective Date (as
defined in Section 2.02 below) and (d) in Section 4.16 of the Existing Credit
Agreement to "August 31, 2003" shall be deemed to be a reference to "August 31,
2005".

          2.02. Certain Definitions.

          (a) Section 1.1 of the Existing Credit Agreement shall be amended by
inserting the following definitions (or, in the case of any of the following
defined terms that are already

<PAGE>

defined in the Existing Credit Agreement, by amending and restating in its
entirety each such term to read as set forth below) in their proper respective
alphabetical locations:

          "COMMITMENT TERMINATION DATE" shall mean the earliest of (i) September
29, 2010 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 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 EBITDAR" 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)
depreciation and amortization 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.

          "EFFECTIVE DATE" means the date on which all conditions precedent set
forth in Section 4 of the First Amendment and Restatement have been satisfied.

          "FIRST AMENDMENT AND RESTATEMENT" means the First Amendment and
Restatement of this Agreement dated as of September 30, 2005 among the
Borrowers, the Administrative Agent and the Lenders.

          "FIXED CHARGE COVERAGE RATIO" shall mean, for any period of four
consecutive fiscal quarters of Crawford, the ratio of (a) Consolidated EBITDAR
for such period to (b) Consolidated Fixed Charges for such period.

          "PERMITTED SALE/LEASEBACK TRANSACTION" shall mean a transaction to be
entered into by Crawford after the Closing Date pursuant to which Crawford will
sell its corporate headquarters located at 5620 Glenridge Drive, Atlanta,
Georgia, and contemporaneously lease property to be used as Crawford's corporate
headquarters; provided, that (i) such sale/leaseback transaction is consummated
no later than June 30, 2006; (ii) Crawford receives gross cash proceeds of not
less than $10,000,000 in connection with such sale, (iii) no Default or Event of
Default exists immediately prior to such sale/leaseback transaction or will
result after giving


                                       -2-

<PAGE>

effect to such sale/leaseback transaction and (iv) the terms and conditions of
the lease of such property are reasonably acceptable to the Administrative
Agent.

          (b) The following definitions contained in Section 1.1 of the Existing
Credit Agreement shall be deleted in their entirety: "Consolidated EBITR",
"Existing Lenders", "Payoff Letter" and "Statement of Funds Flow".

          2.03. Section 4.4 of the Existing Credit Agreement shall be amended
and restated in its entirety as follows:

          "SECTION 4.4. FINANCIAL STATEMENTS. The Borrowers have furnished to
     each Lender (i) the audited consolidated balance sheet of Crawford as of
     December 31, 2004 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, 2005, 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, 2004, 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, 2004, no Consolidated Party has made any Restricted
     Payment except as permitted pursuant to Section 7.5."

          2.04. Section 5.9 of the Existing Credit Agreement shall be amended
and restated in its entirety as follows:

          "SECTION 5.9. USE OF PROCEEDS AND LETTERS OF CREDIT. The Borrowers
     will use the proceeds of all Loans after Effective Date to finance
     Acquisitions that are permitted hereunder, to finance working capital needs
     of the Borrowers and their Subsidiaries and 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."

          2.05. Article VI of the Existing Credit Agreement shall be amended and
restated in its entirety as follows:

                                   "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


                                       -3-

<PAGE>

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:

<TABLE>
<CAPTION>
              PERIOD                     RATIO
- ----------------------------------   ------------
<S>                                  <C>
Closing Date through June 30, 2006   2.75 to 1.00
July 1, 2006 through June 30, 2007   2.50 to 1.00
July 1, 2007 and thereafter          2.25 to 1.00
</TABLE>

          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:

<TABLE>
<CAPTION>
                 PERIOD                       RATIO
- ---------------------------------------   ------------
<S>                                       <C>
Closing Date through September 30, 2007   1.50 to 1.00
December 31, 2007 and thereafter          1.75 to 1.00
</TABLE>

          SECTION 6.3. MINIMUM NET WORTH. Crawford will maintain a Net Worth in
an amount equal to or greater than the sum of (i) $167,260,000, plus (ii) 50% of
cumulative positive Consolidated Net Income accrued after June 30, 2005, 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 June 30, 2005, (A) any non-cash adjustment after June
30, 2005 (whether such adjustment is an increase or decrease) to shareholders'
investment related to pension fund liabilities, (B) any non-cash adjustment
after June 30, 2005 (whether such adjustment is an increase or decrease) to
shareholders' investment related to goodwill and (C) any non-cash adjustment
after June 30, 2005 (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, 2005."

          2.06. Section 7.1 of the Existing Credit Agreement shall be amended
and restated in its entirety as follows:


                                       -4-

<PAGE>

          "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) unsecured Indebtedness of Crawford & Company (Australia) Pty
Limited in an aggregate amount not to exceed AUD$5,500,000 for the purpose of
effecting a Permitted Acquisition in Australia; and

          (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."


                                       -5-

<PAGE>

          2.07. Section 7.5(a) of the Existing Credit Agreement shall be amended
and restated in its entirety as follows:

          "(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 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. Notwithstanding the foregoing, Crawford may, during its
     fiscal year ending December 31, 2006, declare and pay cash dividends on, or
     make cash redemptions of, the common stock of Crawford in an aggregate
     amount not to exceed the sum of (x) 100% of Consolidated Net Income (if
     greater than $0) of Crawford earned during its fiscal year ending December
     31, 2005 plus (y) $4,000,000."

          2.08. Section 7.6 of the Existing Credit Agreement shall be amended
and restated in its entirety as follows:

               "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 the real property and
     improvements currently comprising Crawford's corporate headquarters at 5620
     Glenridge Drive, Atlanta, Georgia, but only if (i) prior to the
     consummation of such sale or disposition (x) replacement offices have been
     leased or purchased and (y) Crawford has given the


                                       -6-

<PAGE>

     Administrative Agent written notice of its new address in accordance with
     Section 10.1, (ii) such sale or disposition is consummated no later than
     June 30, 2006; (iii) Crawford receives gross cash proceeds of not less than
     $10,000,000 in connection with such sale or disposition and (iii) no
     Default or Event of Default exists immediately prior to such sale or
     disposition or will result after giving effect to such sale or disposition;
     and

               (d) 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."

          2.09. Section 7.9 of the Existing Credit Agreement shall be amended
and restated in its entirety to read as follows:

          "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 (i) 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 and (ii) the
     Permitted Sale/Leaseback Transaction."

          2.10. Section 10.3(b) of the Existing Credit Agreement shall be
amended and restated in its entirety as follows:

          "(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 related
     expenses, including the fees, charges and disbursements of any counsel for
     any Indemnitee, which may be incurred by or asserted against any Indemnitee
     or asserted against any Indemnitee by any third party or by any of the Loan
     Parties or their Affiliates 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, whether brought by a third party or by any of the Loan
     Parties or their Affiliates, and regardless of whether any Indemnitee is a
     party thereto; provided, that such indemnity shall not, as to any
     Indemnitee, be available to the extent that such costs,


                                       -7-

<PAGE>

     losses, liabilities, claims, damages or related expenses (x) are determined
     by a court of competent jurisdiction by final and nonappealable judgment to
     have resulted from the gross negligence or willful misconduct of such
     Indemnitee or (y) result from a claim brought by the Loan Parties against
     an Indemnitee for breach in bad faith of such Indemnitee's obligations
     hereunder or under any other Loan Document, if such Loan Party has obtained
     a final and nonappealable judgment in its favor on such claim as determined
     by a court of competent jurisdiction."

          2.11. Section 5.12 and Section 7.13 shall be deleted from the Existing
Credit Agreement. In connection with the deletion of Section 5.12 from the
Existing Credit Agreement, the Lenders hereby waive the Event of Default under
the Existing Credit Agreement arising solely by virtue of the failure by the
Borrowers to dissolve Brocklehursts, Inc. as required by such Section 5.12. The
Borrowers acknowledge and agree that the foregoing waiver shall not waive (or be
deemed to be or constitute a waiver of) any other covenant, term or provision in
the Existing Credit Agreement or the First Amended and Restated Credit
Agreement, or hinder, restrict or otherwise modify the rights and remedies of
the Lenders and the Administrative Agent with respect to any other existing
Event of Default (if any) or any future Default or Event of Default under the
First Amended and Restated Credit Agreement or any other Loan Document.

          2.12. A new Section 10.13 shall be inserted at the end of Article X of
the Existing Credit Agreement to read as follows:

          "SECTION 10.13. USA PATRIOT ACT. Each Lender hereby notifies the
     Borrowers that pursuant to the requirements of the USA PATRIOT Act (Title
     III of Pub. L. 107-56 (signed into law October 26, 2001)), such Lender may
     be required to obtain, verify and record information that identifies the
     Borrowers, which information includes the name and address of the Borrowers
     and other information that will allow such Lender to identify the Borrowers
     in accordance with said Act."

          2.13. Schedules. Schedules 4.5(a), 4.5(b), 4.14, 4.16, 7.1 and 7.4 of
the Existing Credit Agreement shall be replaced by Schedule 4.5(a), Schedule
4.5(b), Schedule 4.14, Schedule 4.16, Schedule 7.1 and Schedule 7.4,
respectively, attached to this First Amendment and Restatement and any reference
in the Existing Credit Agreement to any such schedule (or words of similar
import, including indirect references to such schedule) shall be deemed to be a
reference to the corresponding schedule attached hereto.

          Section 3. Representations and Warranties. The Borrowers hereby
represent and warrant to the Lenders and the Administrative Agent that as of the
Restatement Effective Date:

          (a) the representations and warranties set forth in Article IV of the
     Existing Credit Agreement (as amended and restated hereby) are true and
     correct in all material respects as of the Restatement Effective Date,
     except to the extent such representations and warranties specifically
     relate to an earlier date, in which case such representations and
     warranties shall have been true, correct and complete in all material
     respects on and as of such earlier date ;

          (b) the execution and delivery by the Borrowers of this First
     Amendment and Restatement are within the corporate power and authority of
     the Borrowers, have been duly authorized by all requisite corporate action
     of the Borrowers, and do not and will not


                                       -8-

<PAGE>

     contravene any provision of applicable law or the Borrowers' articles of
     incorporation or by-laws, or any amendment thereof, or any indenture,
     agreement, instrument or undertaking binding on the Borrowers, including,
     without limitation, the Note Purchase Agreement. This First Amendment and
     Restatement has been duly executed by the Borrowers;

          (c) the Existing Credit Agreement and the other Loan Documents remain
     in full force and effect and constitute the legal, valid and binding
     obligations of the Borrowers, enforceable in accordance with their terms,
     except as limited by bankruptcy, insolvency, reorganization, moratorium or
     similar laws relating to or affecting generally the enforcement of
     creditor's rights;

          (d) on and as of the date hereof, and on the Restatement Effective
     Date, after giving effect to this First Amendment and Restatement, no
     Default or Event of Default has occurred or will otherwise exist; and

          (e) All Subsidiary Loan Parties, and all Subsidiaries of Crawford that
     are required to be or become a Subsidiary Loan Party pursuant to Section
     5.10 of the Existing Credit Agreement, have duly executed and delivered the
     Reaffirmation (as defined below).

          Section 4. Conditions Precedent. The amendment and restatement of the
Existing Credit Agreement contemplated hereby and the obligations of the Lenders
to make Loans under the First Amended and Restated Credit Agreement shall become
effective as of the date (the "Restatement Effective Date") that the
Administrative Agent shall have received each of the following, in form and
substance satisfactory to it:

          4.01. Borrower Documents.

          (a) This First Amendment and Restatement, duly executed and delivered
     by the Borrowers, the Lenders and the Administrative Agent.

          (b) A certificate of the Secretary or Assistant Secretary of each
     Borrower, attaching and certifying a copy of its bylaws and the resolutions
     of its board of directors authorizing the execution, delivery and
     performance of this First Amendment and Restatement and certifying the
     name, title and true signature of each officer of such Borrower executing
     this First Amendment and Restatement;

          (c) Certified copies of the articles of incorporation of each
     Borrower, together with certificates of good standing from the Secretary of
     State of Georgia;

          (d) A Reaffirmation of Obligations under Loan Documents (the
     "Reaffirmation") duly executed by the Borrowers, the Administrative Agent,
     the Lenders and each of the Subsidiary Loan Parties, in the form of Exhibit
     A attached hereto;

          (e) on or prior to the Restatement Effective 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 this First Amendment and
     Restatement and the transactions contemplated herein; and


                                       -9-

<PAGE>

          (f) Such other documents as the Administrative Agent on behalf of the
     Lenders may reasonably request.

          4.02. Opinion of Counsel. An opinion of King & Spalding LLP, counsel
for the Borrowers.

          4.03. Payment of Amounts under Existing Credit Agreement, Etc.
Evidence satisfactory to the Administrative Agent of payment in full of: (a) all
fees payable to the Administrative Agent and Lead Arranger in connection with
this First Amendment and Restatement as may be separately agreed between
SunTrust and the Borrowers; (b) all unpaid fees payable under Section 2.16 of
the Existing Credit Agreement, accrued through but not including the Restatement
Effective Date; (c) all reasonable costs and expenses of the Administrative
Agent in connection with this First Amendment and Restatement, including,
without limitation, the reasonable fees and expenses of Alston & Bird LLP,
counsel to SunTrust, in connection with the negotiation, preparation, execution
and delivery of this First Amendment and Restatement.

          Section 5. Release. In consideration of the amendments contained
herein, the Borrowers hereby waive and release each of the Lenders, the
Administrative Agent and the Issuing Bank from any and all claims and defenses,
known or unknown, with respect to the Existing Credit Agreement and the other
Loan Documents and the transactions contemplated thereby

          Section 6. Miscellaneous. Except as herein provided, the Existing
Credit Agreement shall remain unchanged and in full force and effect. This First
Amendment and Restatement may be executed in any number of counterparts, all of
which taken together shall constitute one and the same instrument and any of the
parties hereto may execute this First Amendment and Restatement by signing any
such counterpart and sending the same by telecopier, mail, messenger or courier
to the Administrative Agent. This First Amendment and Restatement shall be
governed by, and construed in accordance with, the law of the State of New York.

                  [Remainder of page intentionally left bank.]


                                      -10-

<PAGE>

          IN WITNESS WHEREOF, the parties hereto have caused this First
Amendment and Restatement to be duly executed as of the date first above
written.

                                        BORROWERS

                                        CRAWFORD & COMPANY


                                        By: /s/ John F. Giblin
                                            ------------------------------------
                                        Name: John F. Giblin
                                        Title: Executive Vice President-Finance


                                        U.S. Federal Tax
                                        Identification No.: 58-0506554

                                        CRAWFORD & COMPANY
                                        INTERNATIONAL, INC.


                                        By: /s/ John F. Giblin
                                            ------------------------------------
                                        Name: John F. Giblin
                                        Title: Executive Vice President


                                        U.S. Federal Tax
                                        Identification No.: 58-1925694

                                        Notice Address:

                                        5620 Glenridge Drive N.E.
                                        Atlanta, Georgia 30342
                                        Attention: Joe Caporaso
                                        Telecopy No.: 404-845-3127


                                      -11-

<PAGE>

                                        LENDERS

                                        SUNTRUST BANK,
                                           as Administrative Agent, Issuing
                                           Bank,
                                           as Swingline Lender and as a Lender


                                        By: /s/ Kelly Gunter
                                            ------------------------------------
                                        Name: Kelly Gunter
                                        Title: Vice President


                                        BANK OF AMERICA, N.A.,
                                           as Syndication Agent and a Lender


                                        By: /s/ Philip Potter
                                            ------------------------------------
                                        Name: Philip Potter
                                        Title: Vice President


                                        CITIBANK, N.A.,
                                           as a Lender


                                        By: /s/ Michel R. R. Pendill
                                            ------------------------------------
                                        Name: Michel R. R. Pendill
                                        Title: Managing Director, SC04
                                               Franchise Head
                                               Product Relationship Mgmt. Group


                                      -12-

<PAGE>

                                    EXHIBIT A

                REAFFIRMATION OF OBLIGATIONS UNDER LOAN DOCUMENTS

     Reference is hereby made to that certain Revolving Credit Agreement dated
as of September 30, 2003 among Crawford & Company, Crawford & Company
International, Inc., the Lenders a party thereto and SunTrust Bank, as
Administrative Agent, as the amended and restated pursuant to that certain First
Amended and Restated Credit Agreement dated as of September 30, 2005 (as so
amended and restate, the "Credit Agreement"; capitalized terms used herein and
not defined herein have the meanings ascribed to such terms in the Credit
Agreement).

     Crawford hereby (i) reaffirms its continuing obligations owing to the
Collateral Agent (as defined in the Pledge Agreement) and the Lenders under the
Pledge Agreement and (ii) confirms that the liens and security interests created
by the Pledge Agreement continue to secure the Pledged Obligations (as defined
in the Pledge Agreement).

     Each of the undersigned Loan Parties hereby reaffirms its continuing
obligations owing to the Administrative Agent and the Lenders under each of the
other Loan Document (including, without limitation, the Notes and the Subsidiary
Guaranty Agreement) to which such Person is a party, and each Loan Party and
agrees that the amendments and restatements contained in the First Amendment and
Restatement shall not in any way affect the validity and/or enforceability of
any such other Loan Document, or reduce, impair or discharge the obligations of
such Person thereunder.

     Each of the undersigned Loan Parties hereby represents and warrants to the
Collateral Agent, the Administrative Agent and the Lenders that: (a) the
execution and delivery by the Loan Parties of this Reaffirmation is within the
power (corporate or otherwise) and authority of the Loan Parties, has been duly
authorized and approved by all requisite action on the part of the Loan Parties,
and does not and will not contravene, breach or conflict with any provision of
applicable law or any of the charter or other organic documents of the Loan
Parties, or any indenture, agreement, instrument or undertaking binding on the
Loan Parties; (b) this Reaffirmation has been duly executed by the Loan Parties;
and (c) the Loan Documents remain in full force and effect and constitute the
legal, valid and binding obligations of the Loan Parties, enforceable in
accordance with their terms, except as limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to or affecting generally
the enforcement of creditor's rights; and (d) all of the Obligations are
absolute and unconditional, and such Obligations are not subject to any claim,
defense, deduction, right of offset or otherwise.

     This Reaffirmation shall be construed in accordance with and be governed by
the law (without giving effect to the conflict of law principles thereof) of the
State of New York.

<PAGE>

     IN WITNESS WHEREOF, each of the undersigned has duly executed and delivered
this Reaffirmation of Obligations under Loan Documents as of September 30, 2005.

                                        CRAWFORD & COMPANY


                                        By: /s/ John F. Giblin
                                            ------------------------------------
                                        Name: John F. Giblin
                                        Title: Executive Vice President-Finance


                                        CRAWFORD & COMPANY
                                        INTERNATIONAL, INC.


                                        By: /s/ John F. Giblin
                                            ------------------------------------
                                        Name: John F. Giblin
                                        Title: Executive Vice President-Finance


                                        CRAWFORD LEASING SERVICES, INC.
                                        THE PRISM NETWORK, INC.
                                        CALESCO, INC.
                                        CRAWFORD & COMPANY OF NEW
                                           YORK, INC.
                                        CRAWFORD & COMPANY HEALTHCARE
                                           MANAGEMENT, INC.
                                        RISK SCIENCES GROUP, INC.
                                        QIRRA CUSTOM SOFTWARE, INC.
                                        BROCKLEHURST MILLER, INC.
                                        BROCKLEHURSE, INC.


                                        By: /S/ John F. Giblin
                                            ------------------------------------
                                        Name: John F.Giblin
                                        Title: Executive Vice President-Finance


                                       -2-

<PAGE>

           [SIGNATURE PAGE TO CRAWFORD / REAFFIRMATION OF OBLIGATIONS
                 UNDER LOAN DOCUMENTS DATED SEPTEMBER 30, 2005]

                                        CRAWFORD INVESTIGATION SERVICES, INC.


                                        By: /s/ Benjamin L. Wilkerson
                                            ------------------------------------
                                        Name: Benjamin L. Wilkerson
                                        Title: President


                                        CRAWFORD & COMPANY, L.P.


                                        By: CRAWFORD & COMPANY
                                            as General Partner


                                        By: /s/ John F. Giblin
                                            ------------------------------------
                                        Name: John F. Giblin
                                        Title: Executive Vice President-Finance


                                        THE GARDEN CITY GROUP, INC.


                                        By: /s/ John F. Giblin
                                            ------------------------------------
                                        Name: John F. Giblin
                                        Title: Vice President, Finance


                                        CRAWFORD HEALTHCARE
                                        MANAGEMENT OF NORFOLK AND
                                        BALTIMORE, INC.


                                        By: /s/ William L. Beach
                                            ------------------------------------
                                        Name: William L. Beach
                                        Title: Vice President & Secretary


                                       -3-

<PAGE>

           [SIGNATURE PAGE TO CRAWFORD / REAFFIRMATION OF OBLIGATIONS
                 UNDER LOAN DOCUMENTS DATED SEPTEMBER 30, 2005]

                                        CRAWFORD & COMPANY OF CALIFORNIA


                                        By: /s/ Peggy Gillick Branstetter
                                            ------------------------------------
                                        Name: Peggy Gillick Branstetter
                                        Title: Secretary


                                        CRAWFORD & COMPANY OF ILLINOIS


                                        By: /s/ Joseph P. Rainey
                                            ------------------------------------
                                        Name: Joseph P. Rainer
                                        Title: President

                                        CRAWFORD & COMPANY OF FLORIDA


                                        By: /s/ Henry Taylor
                                            ------------------------------------
                                        Name: Henry Taylor
                                        Title: President


                                        CRAWFORD & COMPANY
                                           EMPLOYMENT SERVICES, INC.


                                        By: /s/ Matt C. Wilkinson
                                            ------------------------------------
                                        Name: Matt C. Wilkinson
                                        Title: President


                               [END OF SIGNATURES]


                                       -4-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>g97586exv10w2.txt
<DESCRIPTION>EX-10.2 WAIVER AND AMENDMENT TO NOTE PURCHASE AGREEMENT
<TEXT>
<PAGE>
                                                                    Exhibit 10.2

                              WAIVER AND AMENDMENT

                                       TO

                             NOTE PURCHASE AGREEMENT
                         DATED AS OF SEPTEMBER 30, 2003

                                                        As of September 30, 2005

TO EACH OF THE PERSONS LISTED IN THE ATTACHED SCHEDULE 1
(EACH, A "CURRENT NOTEHOLDER")

Ladies and Gentlemen:

     Crawford & Company, a Georgia corporation (together with its successors and
assigns, the "COMPANY") and Crawford & Company International, Inc., a Georgia
corporation (together with its successors and assigns, the "CO-OBLIGOR" and
together with the Company, the "OBLIGORS") jointly and severally agree with you
as follows:

1.   NOTE ISSUANCE, ETC.

          (a) The Obligors jointly and severally issued and sold $50,000,000
     aggregate principal amount of their joint and several 6.08% Senior
     Guarantied Notes due October 10, 2010 (the "NOTES"), pursuant to that
     certain Note Purchase Agreement dated as of September 30, 2003 by and among
     the Obligors and each of the Current Noteholders (prior to the amendments
     effected hereby, the "EXISTING AGREEMENT" and, immediately after giving
     effect to such amendments, and as may be further amended, restated or
     otherwise modified from time to time, the "AMENDED AGREEMENT").

          (b) The register for the registration and transfer of the Notes
     indicates that the Current Noteholders are currently the holders of the
     entire outstanding principal amount of the Notes.

2.   DEFINED TERMS.

     "COMPANY'S HEADQUARTERS' SALE/LEASEBACK TRANSACTION" means a transaction to
be entered into by the Company after the Effective Date pursuant to which the
Company will sell its corporate headquarters located at 5620 Glenridge Drive,
Atlanta, Georgia, and contemporaneously lease property to be used as the

<PAGE>

Company's corporate headquarters; provided, that (i) such Sale and Leaseback
Transaction is consummated no later than June 30, 2006, (ii) prior to the
consummation of such sale, replacement offices have been leased or purchased,
(iii) the Company receives gross cash proceeds of not less than $10,000,000 in
connection with such sale, (iv) no Default or Event of Default exists
immediately prior to such Sale and Leaseback Transaction or will result after
giving effect to such Sale and Leaseback Transaction and (v) the terms and
conditions of the lease of such property are reasonably acceptable to the
Required Holders.

     Capitalized terms used herein and not otherwise defined herein have the
meanings ascribed to them in the Amended Agreement.

3.   WAIVERS.

     3.1. COMPANY'S HEADQUARTERS' SALE/LEASEBACK TRANSACTION. With respect to
the Company's Headquarters' Sale/Leaseback Transaction, and with respect to such
proposed transaction only, the Current Noteholders hereby (i) waive the
requirement set forth in Section 10.4(c)(i) of the Existing Agreement, provided,
however, that the Disposition Value of the property sold in such transaction
shall be included when calculating the aggregate Disposition Value of all Asset
Dispositions, pursuant to Section 10.4(c)(i) and Section 10.4(c)(ii), with
respect to any subsequent Asset Disposition, and (ii) agree that the lease
portion of the Company's Headquarters' Sale/Leaseback Transaction shall not
constitute an "Investment" under the Amended Agreement.

     3.2. WAIVER OF EVENT OF DEFAULT. The Current Noteholders hereby waive the
Event of Default under the Existing Agreement arising solely by virtue of the
failure by the Obligors to dissolve Brocklehursts, Inc. as required by Section
9.10 of the Existing Agreement. The Obligors acknowledge and agree that the
foregoing waiver shall not waive (or be deemed to be or constitute a waiver of)
any other covenant, term or provision in the Existing Agreement or the Amended
Agreement, or hinder, restrict or otherwise modify the rights and remedies of
the Current Noteholders and the Agent with respect to any other existing Event
of Default (if any) or any future Default or Event of Default under the Amended
Agreement or any other Financing Document.

4.   AMENDMENTS.

     Subject to Section 6, the Existing Agreement is amended as provided for by
this Waiver and Amendment in the manner specified in Exhibit A (collectively,
the "AMENDMENTS").

5.   WARRANTIES AND REPRESENTATIONS.

     To induce the Current Noteholders to enter into this Waiver and Amendment
and to consent to the Amendments, the Obligors warrant and represent as follows


                                        2

<PAGE>

(it being agreed, however, that nothing in this Section 5 shall affect any of
the warranties and representations previously made by the Obligors in or
pursuant to the Existing Agreement, and that all of such other warranties and
representations, as well as the warranties and representations in this Section
5, shall survive the effectiveness of the Amendments):

     5.1. ORGANIZATION; POWER AND AUTHORITY.

     Each Obligor is duly organized, validly existing and in good standing under
the laws of Georgia, and is duly qualified as a foreign corporation and in good
standing in each jurisdiction in which such qualification is required by law,
other than those jurisdictions as to which the failure to be so qualified or in
good standing would not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect. Each Obligor has the corporate power
and authority to execute and deliver this Waiver and Amendment and to perform
the provisions hereof.

     5.2. AUTHORIZATION, ETC.

     This Waiver and Amendment has been duly authorized by all necessary
corporate action on the part of each Obligor and constitutes a legal, valid and
binding obligation of each Obligor enforceable against each Obligor, jointly and
severally, in accordance with its terms, except as such enforceability may be
limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or
other similar laws affecting the enforcement of creditors' rights generally and
(b) general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law).

     5.3. COMPLIANCE WITH LAWS, OTHER INSTRUMENTS, ETC.

     The execution, delivery and performance by the Obligors of this Waiver and
Amendment will not (a) contravene, result in any breach of, or constitute a
default under, or result in the creation of any Lien in respect of any property
of the Obligors or any Subsidiary of the Company under, any applicable
indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease,
corporate charter or by-laws, or any other applicable agreement or instrument to
which the Company, the Co-Obligor or any Subsidiary of the Company, or any of
their respective properties, may be bound or affected, (b) conflict with or
result in a breach of any of the terms, conditions or provisions of any order,
judgment, decree, or ruling of any court, arbitrator or Governmental Authority
applicable to the Obligors or any Subsidiary of the Company or (c) violate any
provision of any statute or other rule or regulation of any Governmental
Authority applicable to the Obligors or any Subsidiary of the Company.

     5.4. DISCLOSURE OF DEFAULTS.


                                        3

<PAGE>

     After giving effect to this Waiver and Amendment, no event will have
occurred and no condition will exist which would constitute a Default or an
Event of Default under the Amended Agreement.

     5.5. FULL DISCLOSURE.

     Neither the financial statements and other certificates previously provided
to the Current Noteholders pursuant to the provisions of the Existing Agreement
nor the statements made in this Waiver and Amendment nor any other written
statements furnished by or on behalf of the Obligors to the Current Noteholders
in connection with the proposal and negotiation hereof, taken as a whole,
contain any untrue statement of a material fact or omit a material fact
necessary to make the statements contained therein and herein not misleading.

     5.6. NO MATERIAL ADVERSE CHANGE.

     Since December 31, 2004, there has been no change in the financial
condition, operations, business, properties or prospects of the Obligors or any
Subsidiary of the Company except changes that, in the aggregate, could not
reasonably be expected to have a Material Adverse Effect.

6.   EFFECTIVENESS OF AMENDMENTS.

     This Waiver and Amendment shall become effective as of September 30, 2005
(the "EFFECTIVE DATE"), provided that

     (i) the Company and the Required Holders shall have indicated their written
consent hereto by executing and delivering to each other counterparts hereof;
and

     (ii) each Current Noteholder shall have received a fully executed copy of
that certain First Amended and Restated Credit Agreement, dated as of September
30, 2005, among the Obligors, the lenders party thereto, and SunTrust Bank, as
Agent.

7.   EXPENSES

     Whether or not this Waiver and Amendment becomes effective, the Company
will promptly (and in any event within thirty (30) days of receiving any
statement or invoice therefor) pay all reasonable fees, expenses and costs
relating to this Waiver and Amendment, including, but not limited to, (a) the
cost of reproducing this Waiver and Amendment and the other documents delivered
in connection herewith and (b) the reasonable fees and disbursements of the
Current Noteholders' special counsel, Bingham McCutchen LLP, incurred in
connection with the preparation, negotiation and delivery of this Waiver and
Amendment. Nothing in this Section 7 shall be construed to limit the Company's
obligations under Section 15.1 of the Existing Agreement.


                                        4

<PAGE>

8.   MISCELLANEOUS.

     8.1. EFFECT OF THIS WAIVER AND AMENDMENT.

     Except as expressly provided herein:

          (a) no terms and provisions of any agreement are modified or changed
     by this Waiver and Amendment;

          (b) the terms and provisions of the Existing Agreement and the Notes
     shall continue in full force and effect; and

          (c) each Obligor hereby acknowledges and reaffirms all of its
     obligations and duties under the Amended Agreement and the Notes, and by
     its signature on the Acknowledgment page hereto, each Guarantor hereby
     acknowledges and reaffirms all of its obligations and duties under the
     Guaranty Agreement.

     8.2. GOVERNING LAW.

     This Waiver and Amendment shall be construed and enforced in accordance
with, and the rights of the parties shall be governed by, the law of the State
of New York excluding choice-of-law principles of the law of such State that
would require the application of the laws of a jurisdiction other than such
State.

     8.3. DUPLICATE ORIGINALS; EFFECTIVENESS.

     Two or more duplicate originals of this Waiver and Amendment may be signed
by the parties, each of which shall be an original but all of which together
shall constitute one and the same instrument. This Waiver and Amendment may be
executed in one or more counterparts and shall be effective when at least one
counterpart shall have been executed by each party hereto, and each set of
counterparts which, collectively, show execution by each party hereto shall
constitute one duplicate original.

     8.4. SECTION HEADINGS.

     The titles of the sections hereof appear as a matter of convenience only,
do not constitute a part of this Waiver and Amendment and shall not affect the
construction hereof.

     8.5. ENTIRE AGREEMENT.

     This Waiver and Amendment constitutes the final written expression of all
of the terms hereof and is a complete and exclusive statement of those terms.



   [Remainder of page intentionally left blank; next page is signature page.]




                                        5

<PAGE>

     IN WITNESS WHEREOF, the undersigned have caused this Waiver and Amendment
to be duly executed and delivered by their respective duly authorized officers.

                                        CRAWFORD & COMPANY


                                        By: /s/ John F. Giblin
                                            ------------------------------------
                                        Name: John F. Giblin
                                        Title: Executive Vice President-Finance


                                        CRAWFORD & COMPANY INTERNATIONAL, INC.


                                        By: /s/ John F. Giblin
                                            ------------------------------------
                                        Name: John F. Giblin
                                        Title: Executive Vice President-Finance

                    [Signature Page to Waiver and Amendment]

<PAGE>

CURRENT NOTEHOLDERS:

The foregoing is hereby agreed to as of the date thereof.

THE PRUDENTIAL INSURANCE COMPANY OF AMERICA


By: /s/ Billy Greer
    ---------------------------------
Name: Billy Greer
Title: Senior Vice President


PRUCO LIFE INSURANCE COMPANY


By: Billy Greer
    ---------------------------------
Name: Billy Greer
Title: Assistant Vice President


PRUCO LIFE INSURANCE COMPANY OF
NEW JERSEY


By: /s/ Billy Greer
    ---------------------------------
Name: Billy Greer
Title: Assistant Vice President


RGA REINSURANCE COMPANY
RELIASTAR LIFE INSURANCE COMPANY

BY: PRUDENTIAL PRIVATE PLACEMENT
    INVESTORS, L.P., AS INVESTMENT
    ADVISOR

BY: PRUDENTIAL PRIVATE PLACEMENT
    INVESTORS, INC., GENERAL PARTNER


By: /s/ Billy Greer
    ---------------------------------
Name: Billy Greer
Title: Senior Vice President

                    [Signature Page to Waiver and Amendment]

<PAGE>

                               ACKNOWLEDGMENT PAGE

Each of the undersigned consents to the execution and delivery of this Waiver
and Amendment by the Obligors and reaffirms its obligations under the Guaranty
Agreement:

CALESCO, INC.
CRAWFORD & COMPANY OF NEW YORK, INC.
CRAWFORD LEASING SERVICES, INC.
RISK SCIENCES GROUP, INC.
THE GARDEN CITY GROUP, INC.
THE PRISM NETWORK, INC.
CRAWFORD & COMPANY HEALTHCARE MANAGEMENT, INC.
CRAWFORD-THG, INC.
QIRRA CUSTOM SOFTWARE, INC.
BROCKLEHURST MILLER, INC.
BROCKLEHURST, INC.


By: /s/ John F. Giblin
    ---------------------------------
Name: John F. Giblin
Title: Executive Vice President-Finance

CRAWFORD & COMPANY L.P.

By: Crawford & Company, its General
    Partner


By: /s/ John F. Giblin
    ---------------------------------
Name: John F. Giblin
Title: Executive Vice President-Finance

                    [Signature Page to Waiver and Amendment]

<PAGE>

CRAWFORD & COMPANY EMPLOYMENT
   SERVICES, INC.


By: /s/ Matt C. Wilkinson
    ---------------------------------
Name: Matt C. Wilkinson
Title: President

                    [Signature Page to Waiver and Amendment]

<PAGE>

CRAWFORD & COMPANY OF FLORIDA


By: /s/ Henry Taylor
    ---------------------------------
Name: Henry Taylor
Title: President

                    [Signature Page to Waiver and Amendment]

<PAGE>

CRAWFORD & COMPANY OF ILLINOIS


By: /s/ Joseph P. Rainey
    ---------------------------------
Name: Joseph P. Rainey
Title: President

                    [Signature Page to Waiver and Amendment]

<PAGE>

CRAWFORD & COMPANY OF CALIFORNIA


By: /s/ Peggy Gillick Branstetter
    ---------------------------------
Name: Peggy Gillick Branstetter
Title: Secretary

                    [Signature Page to Waiver and Amendment]

<PAGE>

CRAWFORD HEALTHCARE MANAGEMENT
   OF NORFOLK AND BALTIMORE, INC.


By: /s/ William L. Beach
    ---------------------------------
Name: William L. Beach
Title: Vice President & Secretary

                    [Signature Page to Waiver and Amendment]

<PAGE>

CRAWFORD INVESTIGATION SERVICES, INC.


By: /s/ Benjamin L. Wilkerson
    ---------------------------------
Name: Benjamin L. Wilkerson
Title: President

                    [Signature Page to Waiver and Amendment]

<PAGE>

                                    EXHIBIT A

1. AMENDMENT TO SECTION 10.5 OF THE EXISTING AGREEMENT. Section 10.5 of the
Existing Agreement is hereby amended and restated in its entirety to read as
follows:

     10.5. LEVERAGE RATIO.

     The Issuers will not, as of the last day of the fiscal quarter of the
Company ending on (or closest to) each date specified below, permit the ratio of
Consolidated Funded Debt outstanding on such day to Consolidated EBITDA for the
four consecutive fiscal quarter period ending on such day to be greater than the
ratio set forth below opposite such date:

<TABLE>
<CAPTION>
                Fiscal Quarter Ending Dates                      Ratio
                ---------------------------                  ------------
<S>                                                          <C>
September 30, 2003, December 31, 2003, March 31, 2004 and    2.75 to 1.00
June 30, 2004

September 30, 2004, December 31, 2004, March 31, 2005 and    2.50 to 1.00
June 30, 2005

September 30, 2005, December 31, 2005, March 31, 2006 and    2.75 to 1.00
June 30, 2006

September 30, 2006, December 31, 2006, March 31, 2007 and    2.50 to 1.00
June 30, 2007

September 30, 2007 and the last day of each fiscal quarter   2.25 to 1.00
of the Company thereafter
</TABLE>

2. AMENDMENT TO SECTION 10.6 OF THE EXISTING AGREEMENT. Section 10.6 of the
Existing Agreement is hereby amended and restated in its entirety to read as
follows:

     10.6. FIXED CHARGES COVERAGE RATIO.

     (a) The Issuers will not, as of the last day of the fiscal quarter of the
Company ending on (or closest to) each date specified below, permit the ratio of
Consolidated EBITR for the period of four fiscal quarters ending on such day to
Fixed Charges for such period to be less than the ratio set forth below opposite
such date:


                                  Schedule 1-1

<PAGE>

<TABLE>
<CAPTION>
                Fiscal Quarter Ending Dates                     Ratio
                ---------------------------                 ------------
<S>                                                         <C>
September 30, 2003, December 31, 2003, March 31, 2004 and   1.25 to 1.00
June 30, 2004

September 30, 2004, December 31, 2004, March 31, 2005 and   1.75 to 1.00
June 30, 2005
</TABLE>

     (b) The Issuers will not, as of the last day of the fiscal quarter of the
Company ending on (or closest to) each date specified below, permit the Fixed
Charges Coverage Ratio to be less than the ratio set forth below opposite such
date:

<TABLE>
<CAPTION>
                Fiscal Quarter Ending Dates                     Ratio
                ---------------------------                 ------------
<S>                                                         <C>
September 30, 2005, December 31, 2005, March 31, 2006,      1.50 to 1.00
June 30, 2006, September 30, 2006, December 31, 2006,
March 31, 2007, June 30, 2007 and September 30, 2007

December 31, 2007 and the last day of each fiscal quarter   1.75 to 1.00
of the Company thereafter
</TABLE>

3. AMENDMENT TO SECTION 10.7 OF THE EXISTING AGREEMENT. Section 10.7 of the
Existing Agreement is hereby amended and restated in its entirety to read as
follows:

     10.7. CONSOLIDATED NET WORTH.

     The Issuers will not, as of the last day of each fiscal quarter of the
Company commencing with the fiscal quarter ending September 30, 2005, permit
Consolidated Net Worth to be less than the sum of (a) $167,260,000 plus (b) an
aggregate amount equal to 50% of its Consolidated Net Income (but, in each case,
only if a positive number) accrued after June 30, 2005 plus (c) to the extent,
but only to the extent that such aggregate amount was not included in the
computation of Consolidated Net Worth for such period, 100% of the net proceeds
received from the sale, pursuant to an effective registration statement, of the
Company's capital stock (an "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 the Company or a debt Security that is issued
with a warrant or other instrument to


                                  Schedule 1-2

<PAGE>

purchase capital stock of the Company shall not be required to be added under
this clause (c) unless and until such debt Security is converted into or
exchanged for, or such warrant or other instrument is exercised for, capital
stock of the Company. For purposes of determining Consolidated Net Worth on any
date after June 30, 2005, (A) any non-cash adjustment after June 30, 2005
(whether such adjustment is an increase or decrease) to shareholders' investment
related to pension fund liabilities, (B) any non-cash adjustment after June 30,
2005 (whether such adjustment is an increase or decrease) to shareholders'
investment related to goodwill and (C) any non-cash adjustment after June 30,
2005 (whether such adjustment is an increase or decrease) to shareholders'
investment related to foreign currency translations shall, in each case, be
excluded.

4. AMENDMENT TO SECTION 10.10 (A) OF THE EXISTING AGREEMENT.

A new last sentence is hereby added to Section 10.10(a) to read as follows:
"Notwithstanding the foregoing, the Company may, during Fiscal Year 2006, make
Restricted Payments in an aggregate amount not to exceed the sum of (x) 100% of
Consolidated Net Income (if greater than $0) earned during Fiscal Year 2005 plus
(y) $4,000,000."

5. AMENDMENTS TO SCHEDULE B OF THE EXISTING AGREEMENT. Schedule B of the
Existing Agreement is hereby amended as follows:

     5.1. The definition of "Consolidated Net Worth" is hereby amended and
     restated in its entirety to read as follows:

          "CONSOLIDATED NET WORTH" means, as of any date, the total
          shareholders' equity of the Company and each Consolidated Subsidiary
          of the Company that would be reflected on the Company's consolidated
          balance sheet as of such date prepared in accordance with GAAP.

     5.2. The definition of "Fixed Charges Coverage Ratio" is hereby amended and
     restated in its entirety to read as follows:

          "FIXED CHARGES COVERAGE RATIO" means, as of the last day of each
          fiscal quarter, the ratio of (a) Consolidated EBITDAR for the period
          of four consecutive fiscal quarters ending on such day to (b) Fixed
          Charges for such period.

     5.3. The following new definition is hereby added in the appropriate
     alphabetical order:

          "CONSOLIDATED EBITDAR" means, for any period, the sum of:


                                  Schedule 1-3

<PAGE>

          (a) Consolidated Net Income for such period; plus

          (b) to the extent, and only to the extent, that such amount was
     deducted in the computation of Consolidated Net Income for such period, the
     amount of:

               (i) Consolidated Interest Expense for such period;

               (ii) income tax expense, depreciation expense and amortization
          expense of the Issuers and their Consolidated Subsidiaries, in each
          case, for such period;

               (iii) Consolidated Lease Expense for such period; and

               (iv) other non-cash charges as approved by the Required Holders
          (including, if so approved, 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 that are capitalized in respect of 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.


                                  Schedule 1-4
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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