EX-10.1



 Exhibit 10.1 

FIFTH AMENDMENT AGREEMENT 

THIS FIFTH AMENDMENT AGREEMENT, dated as of December 28, 2016 (this “Amendment”), is among MERCURY CASUALTY COMPANY (the
“Borrower”), MERCURY GENERAL CORPORATION (the “Parent”), the various financial institutions parties hereto (collectively, the “Lenders”) and BANK OF AMERICA, N.A., as administrative agent (the
“Administrative Agent”). Terms defined in the Credit Agreement (as defined below) are, unless otherwise defined herein or the context otherwise requires, used herein as defined therein. 

WHEREAS, the Borrower, the Parent, the Lenders and the Administrative Agent are parties to that certain Credit Agreement dated as of
January 2, 2009 (as amended to date, the “Credit Agreement”) and wish to amend the Credit Agreement as set forth herein; 

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration (the receipt and sufficiency of which are
hereby acknowledged), the parties hereto agree as follows: 
 AMENDMENTS TO CREDIT AGREEMENT. Effective as of the Amendment Effective Date
(as hereinafter defined), the Credit Agreement is amended as follows: 
 Amendment to Section 1.01. Section 1.01 is amended
by (a) amending the following definitions in their entirety to read as follows: 
 “Base Rate” means
for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1% (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime
rate”, and (c) the Eurodollar Rate plus 0.50%. The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors,
and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by Bank of America shall take effect at the opening of business on the day specified in the
public announcement of such change. 
 “Change of Control” means an event or series of events by which:

 (a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial
owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire,
whether such right is exercisable immediately or only after the passage of time (such right, an “option right”)), directly or indirectly, of 50% or more of the equity securities of the Parent entitled to vote for members of the








 
board of directors or equivalent governing body of the Parent on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to
any option right); 
 (b) during any period of 12 consecutive months, a majority of the members of the board of directors or
other equivalent governing body of the Parent cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or
equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or
nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent
governing body; or 
 (c) the Parent ceases to own, directly or indirectly, 100% of the Equity Interests in the Borrower,
free and clear of Liens. 
 “Eurodollar Rate” means: 

(a) for any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum equal to the London Interbank Offered
Rate (“LIBOR”) or a comparable or successor rate, which rate is approved by the Administrative Agent, as published on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be
designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with
a term equivalent to such Interest Period; and 
 (b) for any interest calculation with respect to a Base Rate Loan on any
date, the rate per annum equal to LIBOR, at or about 11:00 a.m., London time determined two Business Days prior to such date for U.S. Dollar deposits with a term of one month commencing that day; and 

(c) if the Eurodollar Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement; 

provided that to the extent a comparable or successor rate is approved by the Administrative Agent in connection herewith, the
approved rate shall be applied in a manner consistent with market practice; provided, further that to the extent such market practice is not administratively feasible for the Administrative Agent, such approved rate shall be applied in a manner as
otherwise reasonably determined by the Administrative Agent. 
 “Maturity Date” means December 3, 2018;
provided that if such date is not a Business Day, the Maturity Date shall be the next succeeding Business Day. 

  
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 (b) inserting the following definitions in proper alphabetical order: 

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution
Authority in respect of any liability of an EEA Financial Institution. 
 “Bail-In Legislation” means, with
respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU
Bail-In Legislation Schedule. 
 “EEA Financial Institution” means (a) any credit institution or
investment firm established in any EEA Member Country that is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country that is a parent of an institution described in clause (a) of this
definition, or (c) any financial institution established in an EEA Member Country that is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

 “EEA Member Country” means any member state of the European Union, Iceland, Liechtenstein and Norway.

 “EEA Resolution Authority” means any public administrative authority or any person entrusted with public
administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution. 

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market
Association (or any successor person), as in effect from time to time. 
 “Fifth Amendment” means the Fifth
Amendment Agreement dated as of December 28, 2016 among the Borrower, the Parent, the Lenders party thereto and the Administrative Agent. 

“Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and
conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule. 

Amendment to Article XI. Article XI is amended by adding the following new Section 11.22 to the end thereof: 

11.22 Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Solely to the extent any Lender that is an
EEA Financial Institution is a party to this Agreement and notwithstanding anything to the contrary in any Loan Document or in any 

  
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other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under any Loan
Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: 

(a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising
hereunder which may be payable to it by any Lender that is an EEA Financial Institution; and 
 (b) the effects of any
Bail-In Action on any such liability, including, if applicable: 
 (i) a reduction in full or in part or cancellation of any
such liability; 
 (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in
such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect
to any such liability under this Agreement or any other Loan Document; or 
 (iii) the variation of the terms of such
liability in connection with the exercise of the Write-Down and Conversion Powers of any EEA Resolution Authority. 
 CONDITIONS PRECEDENT.
This Amendment shall become effective on the date (the “Amendment Effective Date”) when (a) the Administrative Agent shall have received this Amendment, duly executed by the Borrower, the Parent, the Administrative Agent and the
Lenders, (b) the Administrative Agent shall have received certified resolutions of the Borrower and the Parent authorizing the execution and delivery of this Amendment and the performance of the Credit Agreement as amended hereby, and
(c) the Borrower shall have paid all fees required to be paid, and all expenses for which invoices have been presented, on or before the date hereof. 

REPRESENTATIONS AND WARRANTIES. To induce the Lenders and the Administrative Agent to enter into this Amendment, each of the Borrower and the
Parent hereby represents and warrants to the Administrative Agent and each Lender as follows: 
 Due Authorization, Non-Contravention,
etc. The execution, delivery and performance by each of the Borrower and the Parent of this Amendment have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of
any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person
is a party or affecting such Person or the properties of such Person or any of its Subsidiaries, which could reasonably be expected to have a Material Adverse Effect, or (ii) any order, injunction, writ or decree of any Governmental Authority
or any arbitral award to which such Person or its property is subject; or (c) violate any Law. 

  
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 Government Approval, Regulation, etc. No approval, consent, exemption, authorization, or
other action by, or notice to, or filing with (including any amendments to the Post-Closing Filings), any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or
enforcement against, the Borrower or the Parent of this Amendment; except for approvals, consents, exemptions, authorizations, actions, notices or filings (a) which have already been obtained or made or (b) for which the failure to obtain
or make could not reasonably be expected to have a Material Adverse Effect and such failure could be cured without unreasonable delay or cost. 

Validity, etc. This Amendment has been duly executed and delivered by the Borrower and the Parent. This Amendment constitutes a legal,
valid and binding obligation of each such Person, enforceable against each such Person in accordance with its terms. 
 No Default or
Event of Default. No Default or Event of Default has occurred and is continuing or will result from the execution and delivery or effectiveness of this Amendment. 

Representations and Warranties. The representations and warranties of the Loan Parties contained in Article V of the Credit Agreement
(as amended hereby) and in the other Loan Documents are true and correct in all material respects as of the Amendment Effective Date, with the same effect as though made on such date (unless stated to relate solely to an earlier date, in which case
such representations and warranties shall be true and correct in all material respects as of such earlier date). 
 MISCELLANEOUS. 

Continuing Effectiveness, etc. This Amendment shall be deemed to be an amendment to the Credit Agreement, and the Credit Agreement, as
amended hereby, and all other Loan Documents shall remain in full force and effect and each is hereby ratified, approved and confirmed in each and every respect. After the effectiveness of this Amendment in accordance with its terms, all references
to the Credit Agreement in the Loan Documents or in any other document, instrument, agreement or writing shall be deemed to refer to the Credit Agreement as amended hereby. 

Payment of Costs and Expenses. The Borrower agrees to pay on demand all reasonable out-of-pocket expenses of the Administrative Agent
(including the reasonable fees and out-of-pocket expenses of counsel to the Administrative Agent) in connection with the negotiation, preparation, execution and delivery of this Amendment. 

Severability. Any provision of this Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such provision and
such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Amendment or affecting the validity or enforceability of such provision in any other jurisdiction. 

Headings. The various headings of this Amendment are inserted for convenience only and shall not affect the meaning or interpretation
of this Amendment or any provisions hereof. 
 Execution in Counterparts. This Amendment may be executed by the parties hereto in
several counterparts (and by different parties hereto in different counterparts), each of which 

  
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shall be deemed to be an original and all of which shall constitute together but one and the same agreement. Delivery of an executed signature page of this Amendment by facsimile transmission or
electronic “.pdf’ file shall be effective as delivery of a manually executed counterpart hereof. 
 Governing Law. THIS
AMENDMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK. 
 Successors and
Assigns. Subject to any restrictions on assignment contained in the Credit Agreement, the Credit Agreement and this Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

 [Signatures follow] 

  
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 IN WITNESS WHEREOF, the undersigned have duly executed this Fifth Amendment Agreement as of the
date first set forth above. 
  

			
	MERCURY CASUALTY COMPANY
		
	By:	 	/S/ THEODORE STALICK
	Name:	 	Theodore Stalick
	Title:	 	Senior Vice President and CFO


  

			
	MERCURY GENERAL CORPORATION
		
	By:	 	/S/ THEODORE STALICK
	Name:	 	Theodore Stalick
	Title:	 	Senior Vice President and CFO



  
 [Signature Page to Fifth
Amendment Agreement] 








 
			
	 BANK OF AMERICA, N.A., individually as

Administrative Agent and Lender

		
	By:	 	/S/ JONATHAN BERNS
	Name:	 	Jonathan Berns
	Title:	 	Vice President



  
 [Signature Page to Fifth
Amendment Agreement]