AMENDMENT NO. 3 TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.1

AMENDMENT NO. 3 TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT

     THIS AMENDMENT NO. 3 TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT dated as of September 21, 2006 (this “Amendment”) by and among XXXXXXXX & COMPANY, a Georgia corporation (“Crawford”) and XXXXXXXX & COMPANY INTERNATIONAL, INC., a Georgia corporation (“International”; International and Crawford are collectively referred to herein as the “Borrowers”, and each individually as a “Borrower”), the LENDERS party hereto (the “Lenders”) and SUNTRUST BANK (“SunTrust”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).

     WHEREAS, the Borrowers, the Lenders and Administrative Agent are parties to that certain First Amended and Restated Credit Agreement dated as of September 30, 2005, as amended by that certain Amendment No. 1 to First Amended and Restated Credit Agreement dated as of June 16, 2006, and as further amended by that certain Amendment No. 2 to First Amended and Restated Credit Agreement dated as of August 15, 2006 (as so amended, the “Credit Agreement”); and

     WHEREAS, the Borrowers have requested that the definition of “Permitted Acquisition Basket” in the Credit Agreement be amended as provided herein, and the Lenders are willing to make such an amendment on the terms and conditions set forth below.

     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto hereby agree as follows:

     Section 1. Amendment to Credit Agreement. The Credit Agreement is hereby amended by amending and restating in its entirety the defined term “Permitted Acquisition Basket” contained in Section 1.1. of the Credit Agreement as follows:

“Permitted Acquisition Basket” shall mean (i) for the period from August 1, 2006 through and including July 31, 2007, $25,000,000; and (ii) for any date of determination following August 1, 2007, $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.

     Section 2. Representations and Warranties. The Borrowers hereby represent and warrant to the Lenders and the Administrative Agent that, as of the date hereof:

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

     (b) the execution and delivery by the Borrowers of this Amendment are within the corporate power and authority of the Borrowers, have been duly authorized by all requisite corporate action of the Borrowers, and do not and will not contravene any provision of applicable law or the Borrowers’ articles of incorporation or by-laws, or any amendment thereof, or any indenture, agreement, instrument or undertaking binding on the Borrowers, including, without limitation, the Note Purchase Agreement. This Amendment has been duly executed by the Borrowers;

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

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

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

     Section 3. Conditions Precedent. This Amendment, and the amendment contemplated hereby, shall become effective as of the date that the Administrative Agent shall have received each of the following, in form and substance satisfactory to it:

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

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

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

     Section 4. Release. In consideration of the amendment contained herein, the Borrowers hereby waive and release each of the Lenders, the Administrative Agent and the Issuing Bank from any and all claims and defenses, known or unknown, with respect to the Credit Agreement and the other Loan Documents and the transactions contemplated thereby

     Section 5. Expenses. The Borrowers jointly and severally agree to reimburse the Administrative Agent on demand for all reasonable out-of-pocket costs and expenses (including, without limitation, attorneys’ fees) incurred by it in negotiating, documenting and consummating this Amendment and the transactions contemplated hereby.

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     Section 6. Miscellaneous. Except as herein provided, the Credit Agreement shall remain unchanged and in full force and effect. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Amendment by signing any such counterpart and sending the same by telecopier, mail, messenger or courier to the Administrative Agent. This Amendment shall be governed by, and construed in accordance with, the law of the State of New York. Each reference to the Credit Agreement in any of the Loan Documents (including the Credit Agreement) shall be deemed to be a reference to the Credit Agreement, as amended by this Amendment. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted successors and assigns.

     Section 13. Definitions. All capitalized terms not otherwise defined herein are used herein with the respective definitions given them in the Credit Agreement.

[Signature Page Follows]

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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 3 to First Amended and Restated Credit Agreement to be duly executed as of the date first above written.

		BORROWERS
		XXXXXXXX & COMPANY
		By:		/s/ Xxxxxx X. Xxxxxxxx
				Name: Xxxxxx X. Xxxxxxxx Title:   Senior Vice President and Treasurer
		U.S. Federal Tax Identification No.: 00-0000000
		XXXXXXXX & COMPANY INTERNATIONAL, INC.
		By:		/s/ Xxxxxx X. Xxxxxxxx
				Name: Xxxxxx X. Xxxxxxxx Title:   Vice President and Treasurer
		U.S. Federal Tax Identification No.: 00-0000000 Notice Address:
		0000 Xxxxxxxxx Xxxxx X.X. Xxxxxxx, Xxxxxxx 00000 Attention: Xxx Xxxxxxxx Telecopy No.: 000-000-0000

		LENDERS
		SUNTRUST BANK,      as Administrative Agent, Issuing Bank,      as Swingline Lender and as a Lender
		By:		/s/ Xxxxx Xxxxxx
				Name: Xxxxx Xxxxxx Title:   Vice President
		BANK OF AMERICA, N.A.,      as Syndication Agent and a Lender
		By:		/s/ Xxx Xxxxxxx
				Name: Xxx Xxxxxxx Title:   Senior Vice President
		CITIBANK, N.A.,      as a Lender
		By:		/s/ Xxxxxx Xxxxxxx
				Name: Xxxxxx Xxxxxxx Title:   Vice President

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EXHIBIT A

REAFFIRMATION OF OBLIGATIONS UNDER LOAN DOCUMENTS

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

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

     Each of the undersigned Loan Parties hereby reaffirms its continuing obligations owing to the Administrative Agent and the Lenders under each of the other Loan Document (including, without limitation, the Notes and the Subsidiary Guaranty Agreement) to which such Person is a party, and each Loan Party agrees that the amendments contained in Amendment No. 3 to First Amended and Restated Credit Agreement dated as of the date hereof shall not in any way affect the validity and/or enforceability of any such other Loan Document, or reduce, impair or discharge the obligations of such Person thereunder.

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

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

     IN WITNESS WHEREOF, each of the undersigned has duly executed and delivered this Reaffirmation of Obligations under Loan Documents as of September 21, 2006.

		XXXXXXXX & COMPANY
		By:		/s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title:   Senior Vice President & Treasurer
		XXXXXXXX & COMPANY INTERNATIONAL, INC.
		By:		/s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title:   Vice President & Treasurer
		XXXXXXXX LEASING SERVICES, INC. THE PRISM NETWORK, INC. CALESCO, INC. XXXXXXXX & COMPANY OF NEW YORK, INC. XXXXXXXX & COMPANY HEALTHCARE MANAGEMENT, INC. RISK SCIENCES GROUP, INC. QIRRA CUSTOM SOFTWARE, INC. XXXXXXXXXXXX XXXXXX, INC. XXXXXXXXXXXX, INC.
		By:		/s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title:   Treasurer

[Signature page to Crawford / Reaffirmation of Obligations under Loan Documents dated as of September 21, 2006]
		CRAWFORD INVESTIGATION SERVICES, INC.
		By:		/s/ R. E. Powers, III Name: R. Xxxx Xxxxxx, III Title:   Vice President & Secretary
		XXXXXXXX & COMPANY, L.P.
				By: XXXXXXXX & COMPANY,          as General Partner
		By:		/s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title:   Senior Vice President
		THE GARDEN CITY GROUP, INC.
		By:		/s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title:   Treasurer
		XXXXXXXX & COMPANY OF CALIFORNIA
		By:		/s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title:   Secretary

[Signature page to Crawford / Reaffirmation of Obligations under Loan Documents dated as of September 21, 2006]
		XXXXXXXX & COMPANY OF ILLINOIS
		By:		/s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title:   President
		XXXXXXXX & COMPANY OF FLORIDA
		By:		/s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title:   President
		XXXXXXXX & COMPANY EMPLOYMENT SERVICES, INC.
		By:		/s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title:   President
		CRAWFORD HEALTHCARE MANAGEMENT OF      NORFOLK AND BALTIMORE, INC.
		By:		/s/ Xxxxxxx X. Beach Name: Xxxxxxx X. Beach Title:   Vice President & Secretary

[End of Signatures]