SECOND AMENDMENT TO CREDIT AGREEMENT

EXHIBIT 10.1

SECOND AMENDMENT TO CREDIT AGREEMENT

     THIS SECOND AMENDMENT TO CREDIT AGREEMENT dated as of July 5, 2007 (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 Credit Agreement dated as of October 31, 2006 (as amended and in effect on the date hereof, the “Credit Agreement”);

     WHEREAS, the Borrowers, the Lenders party hereto and the Administrative Agent desire to amend certain provisions of the Credit Agreement on the terms and conditions contained herein.

     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. Amendments to Credit Agreement. Subject to satisfaction of the conditions contained in Section 2 below, the parties hereto agree that the Credit Agreement is modified as follows:

     (a) The Credit Agreement is hereby amended by adding the following new defined terms to Section 1.1 thereof in the appropriate alphabetic order:

     “‘Second Amendment’ shall mean that certain Second Amendment to Credit Agreement dated as of July 5, 2007 among the Borrower, International, the Lenders party thereto and the Administrative Agent.”

     “‘Second Amendment Effective Date’ shall mean the date on which the Administrative Agent declares that the Second Amendment is effective pursuant to Section 2 of the Second Amendment.”

     (b) The Credit Agreement is hereby further amended by deleting the definition of “Applicable Margin” and replacing it with the following:

     “‘Applicable Margin’ shall mean, as of any date, with respect to (a) all Revolving Loans outstanding on any date and the Revolving LC Participation 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 in Section (a) on Schedule I attached hereto, as adjusted and otherwise determined from time to time in accordance with Section 2.16, (b) all Term Loans outstanding on any date, (i) for the period from the Closing Date to but excluding the Second Amendment

Effective Date, 1.50% on Base Rate Loans and 2.50% on LIBO Rate Loans and (ii) from and after the Second Amendment Effective Date, the percentage per annum determined by reference to the applicable Leverage Ratio in effect on such date as set forth in Section (b) of Schedule I attached hereto, as adjusted and otherwise determined from time to time in accordance with Section 2.16.”

     (c) The Credit Agreement is hereby further amended by deleting Section 2.16 thereof and replacing it with the following:

     “Section 2.16 Effective Date for Adjustment to Applicable Percentage and Applicable Margin.

     The Applicable Percentage and Applicable Margin with respect to Revolving Loans and Revolving LC Participation Fees and, following the Second Amendment Effective Date, with respect to the Term Loans, 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 with respect to Revolving Loans and Revolving LC Participation Fees from the Closing Date until the first Margin Calculation Date subsequent to the Closing Date shall be at Level I (as set forth in Section (a) of 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 with respect to Revolving Loans and Revolving LC Participation Fees and, following the Second Amendment Effective Date, with respect to the Term Loans, from such date shall be at Level I 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 with respect to Revolving Loans and Revolving LC Participation Fees and, following the Second Amendment Effective Date, with respect to the Term Loans, shall be effective from one Margin Calculation Date until the next Margin Calculation Date.”

     (d) Schedule I of the Credit Agreement is hereby deleted and replaced with Schedule I attached hereto.

     Section 2. Conditions Precedent. The effectiveness of this Amendment is subject to receipt by the Administrative Agent of each of the following, each in form and substance satisfactory to the Administrative Agent:

     (a) This Amendment, duly executed and delivered by the Borrowers, each Term Loan Lender and the Administrative Agent;

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     (b) A Reaffirmation of Obligations under Loan Documents (the “Reaffirmation”) duly executed by the Borrowers and each other Loan Party, in the form of Exhibit A attached hereto; and

     (c) Evidence that all fees and expenses payable to the Administrative Agent, in connection with this Amendment have been paid; and

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

     Section 3. Representations. Each Borrower represents and warrants to the Administrative Agent and the Lenders that:

     (a) Authorization. Each Borrower has the right and power, and has taken all necessary action to authorize it, to execute and deliver this Amendment and to perform its obligations hereunder and under the Credit Agreement, as amended by this Amendment, in accordance with their respective terms. This Amendment has been duly executed and delivered by a duly authorized officer of each Borrower and each of this Amendment and the Credit Agreement, as amended by this Amendment, is a legal, valid and binding obligation of such Borrower enforceable against such Borrower in accordance with its respective terms except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors rights generally and (ii) the availability of equitable remedies may be limited by equitable principles of general applicability.

     (b) Compliance with Laws, etc. The execution and delivery by each Borrower of this Amendment and the performance by each Borrower of this Amendment and the Credit Agreement, as amended by this Amendment, in accordance with their respective terms, do not and will not, by the passage of time, the giving of notice or otherwise: (i) require any government action or violate any applicable law relating to either Borrower; (ii) conflict with, result in a breach of or constitute a default under the organizational documents of either Borrower, or any indenture, agreement or other instrument to which either Borrower is a party or by which they or any of their properties may be bound; or (iii) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by either Borrower.

     (c) No Default. No Default or Event of Default has occurred and is continuing as of the date hereof or will exist immediately after giving effect to this Amendment.

     Section 4. Reaffirmation of Representations by Borrowers. Each Borrower hereby repeats and reaffirms all representations and warranties made by such Borrower to the Administrative Agent and the Lenders in the Credit Agreement and the other Loan Documents on and as of the date hereof after giving effect to this Amendment with the same force and effect as if such representations and warranties were set forth in this Amendment in full.

     Section 5. 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

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from any and all claims and defenses, known or unknown, with respect to the Credit Agreement and the other Loan Documents and the transactions contemplated thereby

     Section 6. Expenses. The Borrowers jointly and severally agree to reimburse the Administrative Agent on demand for all reasonable out-of-pocket costs and expenses (including, without limitation, attorneys’ fees) incurred by it in negotiating, documenting and consummating this Amendment and the transactions contemplated hereby.

     Section 7. Effect; Ratification. Except as expressly herein amended, the terms and conditions of the Credit Agreement and the other Loan Documents remain unchanged and continue to be in full force and effect. The amendments contained herein shall be deemed to have prospective application only, unless otherwise specifically stated herein. The Credit Agreement is hereby ratified and confirmed in all respects. 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. It is the intention and understanding of the parties hereto that this Amendment shall act as an amendment to the Credit Agreement and shall not act as a novation of the indebtedness evidenced by the Credit Agreement.

     Section 8. Miscellaneous. 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. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted successors and assigns.

     Section 9. Definitions. All capitalized terms not otherwise defined herein are used herein with the respective definitions given them in the Credit Agreement.

[Signature Pages Follow]

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     IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to Credit Agreement to be duly executed as of the date first above written.

		BORROWERS
		XXXXXXXX & COMPANY
		By:		/s/ J. R. Xxxxxxxx
				Name:		Xxxxxx X. Xxxxxxxx
				Title:		Senior Vice President and Treasurer
		XXXXXXXX & COMPANY
		INTERNATIONAL, INC.
		By:		/s/ J. R. Xxxxxxxx
				Name:		Xxxxxx X. Xxxxxxxx
				Title:		Vice President and Treasurer

[Signatures Continued on Following Pages]

[Signature page to Second Amendment to Credit Agreement for
Xxxxxxxx & Company and Xxxxxxxx & Company International, Inc.]

		LENDERS
		SUNTRUST BANK,
		as Administrative Agent, Issuing Bank,
		as Swingline Lender and as a Lender
		By:		/s/ Xxxxxxx X. X'Xxxxx
				Name: Xxxxxxx X. X'Xxxxx Title: Managing Director

[Signatures Continued on Following Pages]

[Signature page to Second Amendment to Credit Agreement
for Xxxxxxxx & Company and Xxxxxxxx & Company International, Inc.]

[REQUIRED LENDER SIGNATURES

  ON FILE WITH REGISTRANT]

By:

Name:

Title:

Schedule I

APPLICABLE MARGIN AND APPLICABLE PERCENTAGE

(a) Applicable Margin for Revolving Loans and Applicable Percentage

				Applicable Margin for				Applicable
				LIBO Rate Revolving				Margin for Base				Applicable
Pricing				Loans and Revolving LC				Rate Revolving				Percentage for
Level		Leverage Ratio		Participation Fees				Loans				Commitment Fee
I		Greater than or equal
		to 3.25 to 1.00			2.25	%			1.25	%			0.50	%
II		Less than 3.25 to 1.00
		but greater than
		or equal to 2.50 to 1.00
					2.00	%			1.00	%			0.375	%
III		Less than 2.50 to 1.00
		but greater than
		or equal to 1.75 to 1.00
					1.75	%			0.75	%			0.375	%
IV		Less than 1.75 to 1.00
		but greater than
		or equal to 1.00 to 1.00
					1.375	%			0.375	%			0.375	%
V		Less than 1.00 to 1.00			1.00	%			0.00	%			0.25	%

(b) Applicable Margin for Term Loans

Pricing				Applicable Margin for				Applicable Margin for
Level		Leverage Ratio		LIBO Rate Term Loans				Base Rate Term Loans
I		Greater than or equal to 2.50 to 1.00			2.25	%			1.25	%
II		Less than 2.50 to 1.00			2.00	%			1.00	%

EXHIBIT A

REAFFIRMATION OF OBLIGATIONS UNDER LOAN DOCUMENTS

     Reference is hereby made to that certain Credit Agreement dated as of October 31, 2006 among Xxxxxxxx & Company, Xxxxxxxx & Company International, Inc., the Lenders a party thereto and SunTrust Bank, as Administrative Agent, (as amended and in effect on the date hereof, the “Credit Agreement”; capitalized terms used herein and not defined herein have the meanings ascribed to such terms in the Credit Agreement).

     Each of the undersigned Loan Parties hereby (i) agrees that the amendments contained in the Second Amendment to Credit Agreement dated as of the date hereof shall not in any way affect the validity and/or enforceability of any Loan Document, or reduce, impair or discharge the obligations of such Person thereunder, (ii) reaffirms its continuing obligations owing to the Administrative Agent and the Lenders under each of the other Loan Document (including, without limitation, the Security Agreement, the Pledge Agreement, the Collateral Assignment Agreement and the Subsidiary Guaranty Agreement) to which such Person is a party, and (iii) confirms that the liens and security interests created by the Loan Documents continue to secure the Obligations.

     Each of the undersigned Loan Parties hereby represents and warrants to 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.

     This Reaffirmation shall be construed in accordance with and be governed by the law 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 July 3, 2007.

		XXXXXXXX & COMPANY
		By:		/s/ J. R. Xxxxxxxx
				Name: Xxxxxx X. Xxxxxxxx
				Title: SVP and Treasurer
		XXXXXXXX & COMPANY INTERNATIONAL, INC.
		By:		/s/ J. R. Xxxxxxxx
				Name: Xxxxxx X. Xxxxxxxx
				Title: Vice President and 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.
		BROCKLEHURSTS, INC.
		DENEFAR LTD.
		BROADSPIRE SERVICES, INC.
		BROADSPIRE MANAGEMENT SERVICES, INC.
		PILLAR SERVICES, INC.
		THE GARDEN CITY GROUP, INC.
		By:		/s/ J. R. Xxxxxxxx
				Name: Xxxxxx X. Xxxxxxxx
				Title: Treasurer

[Signature page to Crawford / Reaffirmation of Obligations
under Loan Documents dated as of July 3, 2007]

		X-XXXXXX.XXX, INC.
		By:		/s/ R. Xxxx Xxxxxx, III
				Name: R. Xxxx Xxxxxx, III
				Title: Vice President & Secretary
		XXXXXXXX & COMPANY, L.P.
		By:		XXXXXXXX & COMPANY,
				as General Partner
		By:		/s/ J. R. Xxxxxxxx
				Name: Xxxxxx X. Xxxxxxxx
				Title: SVP & Treasurer
		CRAWFORD HEALTHCARE
		MANAGEMENT OF NORFOLK
		AND BALTIMORE, INC.
		CRAWFORD S&R, INC.
		By:		/s/ X. X. Beach
				Name: Xxxxxxx X. Beach
				Title: Vice President & Secretary

[Signature page to Crawford / Reaffirmation of Obligations
under Loan Documents dated as of July 3, 2007]

		XXXXXXXX & COMPANY OF ILLINOIS
		By:		/s/ Xxxxx Xxxxxxxx
				Name: Xxxxx Xxxxxxxx
				Title: Vice President
		XXXXXXXX & COMPANY OF FLORIDA
		By:		/s/ Xxxxxx X. Xxxxx
				Name: Xxxxxx X. Xxxxx
				Title: President
		XXXXXXXX & COMPANY      EMPLOYMENT SERVICES, INC.
		By:		/s/ Xxxx X. Xxxxxxxxx
				Name: Xxxx X. Xxxxxxxxx
				Title: President
		XXXXXXXX & COMPANY OF CALIFORNIA
		By:		/s/ Xxxxxxx Van Fleet
				Name: Xxxxxxx Van Fleet
				Title: President