Exhibit 10.1.20 

 




CONSENT UNDER 

LOAN AND SECURITY AGREEMENT


          THIS
CONSENT UNDER LOAN AND SECURITY AGREEMENT (this “Consent”)
dated as of October 11, 2010 is made by FIFTH THIRD BANK, an Ohio banking
corporation in its capacity as administrative agent for Lenders identified
below (together with its successors and assigns, “Administrative Agent”),
and FIFTH THIRD BANK, an Ohio banking corporation in its individual capacity (“Fifth
Third”), BANK OF AMERICA, N.A., a national banking association (“Bank of
America”), and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation
(“GE Capital,” together with Fifth Third and Bank of America, “Lenders”)
for the benefit of EXAMWORKS, INC., a Delaware corporation (“Parent”),
SOUTHWEST MEDICAL EXAMINATION SERVICES, INC., a Texas corporation, THE RICWEL
CORPORATION, an Ohio corporation, CFO MEDICAL SERVICES, LLC, a New Jersey
limited liability company, DIAGNOSTIC IMAGING INSTITUTE, INC., a Texas
corporation, RICWEL OF WEST VIRGINIA, LLC, a West Virginia limited liability
company, PACIFIC BILLING SERVICES, INC., a Texas corporation, EXAMWORKS REVIEW
SERVICES, LLC, a Delaware limited liability company, MARQUIS MEDICAL
ADMINISTRATORS, INC., a New York corporation, IME SOFTWARE SOLUTIONS, LLC, a
Michigan limited liability company, FLORIDA MEDICAL SPECIALISTS, INC., a New
Jersey corporation, EXAMWORKS EVALUATIONS OF NEW YORK, LLC, a New York limited
liability company, EXAMWORKS CANADA, INC., a Delaware corporation, NETWORK
MEDICAL REVIEW COMPANY, LTD., an Illinois corporation, NETWORK MEDICAL
MANAGEMENT COMPANY, LTD., an Illinois corporation, INSURANCE APPEALS, LTD., an
Illinois corporation, ELITE PHYSICIANS, LTD., an Illinois corporation,
WORKERSFIRST, INC., an Illinois corporation, EXIGERE CORPORATION, a Washington
corporation, EXAMWORKS EUROPE, INC., a Delaware corporation (the “Additional
Borrower”) and the subsidiaries of Parent that may from time to time
hereafter become parties to the Loan Agreement identified below (all of the
foregoing, together with Parent, individually, “Borrower” and
collectively, “Borrowers”).


RECITALS:


          WHEREAS,
certain Borrowers, Administrative Agent, Fifth Third and the other Lenders are
parties to that certain Loan and Security Agreement dated as of December 18,
2009, as amended pursuant to certain consents and amendments among the parties
hereto (as the same may be further amended, supplemented or modified from time
to time, collectively with all such consents and amendments, the “Loan
Agreement”); all capitalized terms used but not defined herein shall have
the meanings ascribed thereto in the Loan Agreement; and


          WHEREAS,
Borrowers request Administrative Agent and Lenders to consent to certain
matters as provided herein, and Administrative Agent and Lenders agree to
consent to such matters subject to the terms and conditions set forth herein.






          NOW,
THEREFORE, for and in consideration of the mutual
covenants and agreements contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto (intending to be legally bound) hereby agree as follows:



          1.       Consent.
Subject to the terms and conditions set forth in this Consent, and
notwithstanding anything in the Loan Agreement and the other Financing
Agreements to the contrary, Administrative Agent and Lenders consent to the
entry by Holding Company, Parent and the Borrowers into the agreement
identified on, and in substantially the form as attached to, Schedule I
attached hereto and made a part hereof (the “New Facility”) solely to
the extent the entry into by Holding Company, Parent and the other Borrowers of
the New Facility would otherwise constitute an Event of Default under the Loan
Agreement; provided that, notwithstanding the foregoing, this Consent shall in
no event be deemed to be a consent by Administrative Agent or Lenders to any
borrowings under the New Facility, issuances of any letter of credit under the
New Facility, granting of liens under the New Facility or any other actions to
be taken by Holding Company, Parent or any of the other Borrowers under or in
connection with the New Facility unless, simultaneously therewith, all
Liabilities are paid in full in cash to the Administrative Agent and Lenders,
as applicable, and the Loan Agreement is terminated in a writing signed by the
parties thereto (except for those terms and conditions that expressly survive
by their terms, including without limitation, rights to indemnification). The
consent contained in this Section 1 shall automatically (without any
action required of any Person) expire and terminate on December 31, 2010 in the
event the Liabilities are not paid in full in cash and the Loan Agreement is
not so terminated in a writing on or prior to such date.


          2.       Amendments
to Loan Agreement. Subject to the terms and conditions contained
herein, the parties hereto hereby amend the Loan Agreement as follows:


	
  

 	
  

 
	
  

 	
           a.        There
 is hereby added a new Section 10.1(aa) of the Loan Agreement to read
 as follows:

 
	
  

 	
  

 
	
  

 	
           “Holding
 Company, Parent or any of the other Borrowers take any action that results in
 any borrowings under the New Facility, issuances of any letter of credit
 under the New Facility or granting of liens under the New Facility, or any
 other action under or in connection with the New Facility, unless,
 simultaneously therewith, all Liabilities are paid in full in cash to the
 Administrative Agent and Lenders, as applicable, and the Loan Agreement is
 terminated in a writing signed by the parties thereto (except for those terms
 and conditions that expressly survive by their terms, including without
 limitation, rights to indemnification).

 


          3.       No Other
Consent or Amendments. Holding Company, Parent and the other
Borrowers acknowledge and expressly agree that this Consent is limited to the
extent expressly set forth herein and shall not constitute a modification or
amendment of the Loan Agreement or any other Financing Agreements or a course
of dealing at variance with the terms or conditions of the Loan Agreement or
any other Financing Agreements (other than as expressly set forth in this
Consent).



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          4.       Representations
and Warranties. Each of Holding Company, Parent and the other
Borrowers hereby represent and warrant to and in favor of the Administrative
Agent and Lenders, which representations and warranties shall survive the
execution and delivery hereof, as follows:



                    a.
        Each representation and warranty set forth in Section 7 of the Loan
Agreement is hereby restated and affirmed as true and correct in all material
respects as of the date hereof, except to the extent previously fulfilled in
accordance with the terms of the Loan Agreement;


                    b.        Each of Holding Company, Parent and
each of the other Borrowers has the corporate, limited liability company or
partnership, as applicable, power and authority (i) to enter into this Consent
and (ii) to do all acts and things as are required or contemplated hereunder to
be done, observed and performed by it;


                    c.
        This Consent has been duly authorized, validly executed and delivered by one or
more Duly Authorized Officers of each of Parent, the other Borrowers, Holding
Company, and each of this Consent and the Loan Agreement constitutes the legal,
valid and binding obligations of Parent and the other Borrowers (and each of
this Consent and the Financing Agreements to which Holding Company is a party
constitutes the legal, valid and binding obligations of Holding Company),
enforceable against Parent, the other Borrowers, and Holding Company,
respectively, in accordance with their respective terms, subject, as to
enforcement of remedies, to the following qualifications: (i) an order of
specific performance and an injunction are discretionary remedies and, in particular,
may not be available where damages are considered an adequate remedy at law and
(ii) enforcement may be limited by bankruptcy, insolvency, liquidation,
reorganization, reconstruction and other similar laws affecting enforcement of
creditors’ rights generally (insofar as any such law relates to the bankruptcy,
insolvency or similar event of Holding Company, Parent or such other Borrower);


                    d.
        The execution and delivery of this Consent and performance by Parent and each
other Borrower and, as applicable, Holding Company, under this Consent, the
Loan Agreement and each of the other Financing Agreements to which each is a
party do not and will not require the consent or approval of any regulatory
authority or governmental authority or agency having jurisdiction over Parent,
such other Borrower, or Holding Company which has not already been obtained,
nor be in contravention of or in conflict with the organizational documents of
Parent, each other Borrower, or Holding Company, or any provision of any
statute, judgment, order, indenture, instrument, agreement, or undertaking, to
which Parent, any other Borrower, or Holding Company is party or by which
Parent’s, any other Borrower’s, or Holding Company’s respective assets or
properties are bound; and


                    e.
        No Default or Event of Default exists before or will result after giving effect
to this Consent, and no event has occurred that has had or could reasonably be
expected to have a Material Adverse Effect;


          5.       Conditions
Precedent to Effectiveness of this Consent. The consent and
amendment contained in Section 1 and Section 2 of this Consent
shall become effective on the date hereof subject to satisfaction of each of
the following:


                    a.
        all of the representations and warranties of Parent, each of the other
Borrowers, and Holding Company under Section 4 hereof, which are made as
of the date hereof, being true and correct;


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                    b.
        receipt by Administrative Agent of duly executed signature pages to this
Consent from each of Parent, each of the other Borrowers, Holding Company and
Lenders; and


                    c.
        receipt by Administrative Agent of such other assurances, certificates,
schedules, exhibits, documents, consents or opinions as Administrative Agent or
the Required Lenders reasonably may require, if any.


          6.       Reaffirmation;
References to Loan Agreement.


                    a.
        Parent, each other Borrower and Holding Company acknowledges and agrees that
all of their respective obligations and Liabilities under the Loan Agreement
and the Financing Agreements are and shall be valid and enforceable and shall
not be impaired or limited by the execution or effectiveness of this Consent.


                    b.
        The failure by Administrative Agent, at any time or times hereafter, to require
strict performance by Parent, any other Borrower or Holding Company of any
provision or term of the Loan Agreement, this Consent or any of the Financing
Agreements shall not waive, affect or diminish any right of Administrative
Agent hereafter to demand strict compliance and performance herewith or
therewith. Any suspension or waiver by Administrative Agent of a breach of this
Consent or any Event of Default under the Loan Agreement shall not, except as
expressly set forth in a writing signed by Administrative Agent (and, if
applicable, Required Lenders), suspend, waive or affect any other breach of
this Consent or any Event of Default under the Loan Agreement, whether the same
is prior or subsequent thereto and whether of the same or of a different kind
or character. None of the undertakings, agreements, warranties, covenants and
representations of Parent, any other Borrower or Holding Company contained in
this Consent, shall be deemed to have been suspended or waived by
Administrative Agent unless such suspension or waiver is (i) in writing and
signed by Administrative Agent and (ii) delivered to Parent. In no event shall
Administrative Agent’s execution and delivery of this Consent establish a
course of dealing among Administrative Agent, Holding Company, Parent or any
other Borrower or any other obligor, or in any other way obligate
Administrative Agent to hereafter provide any amendments or, if at any time
applicable, waivers with respect to the Loan Agreement or any other Financing
Agreement. The terms and provisions of this Consent shall be limited precisely
as written and shall not be deemed (x) to be a consent to any amendment or
modification of any other term or condition of the Loan Agreement or of any of
the Financing Agreements (except as expressly provided herein); or (y) to
prejudice any right or remedy which Administrative Agent may now have under or
in connection with the Loan Agreement or any of the Financing Agreements.


                    c.
        The Loan Agreement and all Financing Agreements shall remain unaltered and in
full force and effect and are hereby ratified and confirmed in all respects.


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          7.      
Release.


                    a.
        In consideration of, among other things, the consent and amendment provided for
herein, and for other good and valuable consideration, as of the date hereof,
Holding Company, Parent and each other Borrower (on behalf of themselves and
their respective Subsidiaries and Affiliates), their successors-in-title, legal
representatives and assignees and, to the extent the same is claimed by right
of, through or under the above, for their past, present and future employees,
members, managers, partners, agents, representatives, officers, directors, shareholders
and trustees (all collectively, with Holding Company, Parent and each other
Borrower, the “Releasing Parties”), do hereby unconditionally,
irrevocably and forever remise, satisfy, acquit, release and discharge the
Administrative Agent and Lenders and each of their respective
successors-in-title, legal representatives and assignees, past, present and
future officers, directors, shareholders, trustees, agents, employees,
consultants, experts, advisors, attorneys and other professionals and all other
persons and entities to whom any of the Administrative Agent and Lenders would
be liable if such persons or entities were found in any way to be liable to any
of the Releasing Parties (collectively, the “Lender Parties”), from any
and all manner of action and actions, cause and causes of action, claims,
cross-claims, charges, demands, counterclaims, suits, proceedings, debts, dues,
sums of money, accounts, reckonings, bonds, bills, specialties, covenants,
contracts, controversies, damages, judgments, liabilities, damages, costs,
expenses, executions, liens, claims of liens, claims of costs, penalties,
attorneys’ fees, or any other compensation, recovery or relief on account of
any liability, obligation, demand, proceedings or cause of action of whatever nature,
whether in law, equity or otherwise (including, without limitation, those
arising under 11 U.S.C. §§ 541-550 and interest or other carrying costs,
penalties, legal, accounting and other professional fees and expenses, and
incidental, consequential and punitive damages payable to third parties),
whether known or unknown, fixed or contingent, joint and/or several, secured or
unsecured, due or not due, primary or secondary, liquidated or unliquidated,
contractual or tortious, direct, indirect, or derivative, asserted or
unasserted, foreseen or unforeseen, suspected or unsuspected, now existing,
heretofore existing or which may have heretofore accrued against any or all of
the Lender Parties, whether held in a personal or representative capacity, and
which are based on any act, fact, event, action or omission or any other
matter, cause or thing occurring at or from any time prior to and including the
date hereof in any way, directly or indirectly arising out of, connected with
or relating to this Consent, the Loan Agreement or any other Financing
Agreement and the transactions contemplated hereby and thereby, the Collateral
or the Liabilities, and all other agreements, certificates, instruments and
other documents and statements (whether written or oral) related to any of the
foregoing. Each Borrower, Parent, and Holding Company acknowledges that
Administrative Agent is specifically relying upon the representations,
warranties and agreements contained herein and that such representations,
warranties and agreements constitute a material inducement to Administrative
Agent in entering into this Consent.


                    b.
        Each of Holding Company, Parent and each other Borrower hereby knowingly,
voluntarily, intentionally and expressly waives and relinquishes any and all
rights and benefits that it respectively may have as against the Lender Parties
under any law, rule or regulation of any jurisdiction that would or could have
the effect of limiting the extent to which a general release extends to claims
which a Lender Party or Releasing Party does not know or suspect to exist as of
the date hereof. Each of Ultimate Parent, Holding Company, Parent and each
other Borrower hereby acknowledges that the waiver set forth in the prior
sentence was separately bargained for and that such waiver is an essential term
and condition of this Consent (and without which the consent and amendment in Section
1 and Section 2 hereof would not have been agreed to by
Administrative Agent and Lenders).


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          8.
        Costs,
Expenses and Taxes. Without limiting the obligation of Borrowers
to reimburse Administrative Agent for all costs, fees, disbursements and
expenses incurred by Administrative Agent as specified in the Loan Agreement,
Borrowers agree to pay on demand all reasonable costs, fees, disbursements and
expenses of Administrative Agent in connection with the preparation,
negotiation, revision, execution and delivery of this Consent and the other
agreements, instruments and documents contemplated hereby, including, without
limitation, reasonable attorneys’ fees and out-of-pocket expenses.


          9.
        Counterparts.
This Consent may be executed in multiple counterparts, each of which shall be
deemed to be an original and all of which when taken together shall constitute
one and the same agreement.


          10.
      Governing
Law. This Consent shall be governed by and construed and
enforced in accordance with the internal laws of the State of Illinois, without
regard to conflict of law principles.


          11.
      Severability;
Faxes. Any provision of this Consent which is prohibited or
unenforceable for any reason shall be ineffective solely to the extent of such
prohibition or unenforceability without invalidating the remaining provisions
hereof in that jurisdiction or affecting the validity or enforceability of such
provision in any other jurisdiction. A signature hereto sent or delivered by
facsimile or other electronic transmission shall be as legally binding and
enforceable as a signed original for all purposes.


          12.
      Successors
and Assigns. This Consent shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns; provided,
however, neither Holding Company, Parent nor any other Borrower may
assign any of its respective rights or obligations under this Consent without
the prior written consent of Administrative Agent. 


 [Remainder of page intentionally blank;
signature pages follow]


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          IN
WITNESS WHEREOF, the parties hereto have duly executed
this Consent under Loan and Security Agreement as of the day and year first
above written.


	
  

 	
  

 	
  

 
	
  

 	
 EXAMWORKS,
 INC.

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ J. Miguel Fernandez de Castro

 
	
  

 	
 Name: J.
 Miguel Fernandez de Castro

 
	
  

 	
 Its: Senior
 Vice President and Chief Financial Officer

 
	
  

 	
  

 
	
  

 	
 SOUTHWEST MEDICAL EXAMINATION SERVICES,
 INC.

 
	
  

 	
 THE RICWEL CORPORATION

 
	
  

 	
 DIAGNOSTIC IMAGING INSTITUTE, INC.

 
	
  

 	
 PACIFIC BILLING SERVICES, INC.

 
	
  

 	
 MARQUIS MEDICAL ADMINISTRATORS, INC.

 
	
  

 	
 FLORIDA MEDICAL SPECIALISTS, INC.

 
	
  

 	
 EXAMWORKS CANADA, INC.

 
	
  

 	
 NETWORK MEDICAL REVIEW COMPANY, LTD.

 
	
  

 	
 NETWORK MEDICAL MANAGEMENT 

 
	
  

 	
 COMPANY, LTD.

 
	
  

 	
 INSURANCE APPEALS, LTD.

 
	
  

 	
 ELITE PHYSICIANS, LTD.

 
	
  

 	
 WORKERS FIRST, INC.

 
	
  

 	
 EXIGERE CORPORATION

 
	
  

 	
 EXAMWORKS EUROPE, INC.

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ J. Miguel Fernandez de Castro

 
	
  

 	
 Name: J.
 Miguel Fernandez de Castro

 
	
  

 	
 Its: Senior
 Vice President and Chief Financial Officer

 
	
  

 	
  

 
	
  

 	
 CFO MEDICAL
 SERVICES, LLC

 
	
  

 	
 RICWEL OF
 WEST VIRGINIA, LLC

 
	
  

 	
  

 
	
  

 	
 By:
 ExamWorks, Inc., its sole member and manager

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ J. Miguel Fernandez de Castro

 
	
  

 	
 Name: J.
 Miguel Fernandez de Castro

 
	
  

 	
 Its: Senior
 Vice President and Chief Financial Officer

 


EXAMWORKS,
INC.

CONSENT UNDER LOAN AND SECURITY AGREEMENT









	
  

 	
  

 
	
  

 	
 EXAMWORKS
 REVIEW SERVICES, LLC

 
	
  

 	
 IME SOFTWARE
 SOLUTIONS, LLC

 
	
  

 	
 EXAMWORKS
 EVALUATIONS OF NEW YORK, LLC

 
	
  

 	
  

 
	
  

 	
 By:
 ExamWorks, Inc., its sole member

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ J. Miguel Fernandez de Castro

 
	
  

 	
 Name: J.
 Miguel Fernandez de Castro

 
	
  

 	
 Its: Senior
 Vice President and Chief Financial Officer

 


EXAMWORKS, INC.

CONSENT UNDER LOAN AND SECURITY AGREEMENT






Acknowledged
and Agreed:


EXAMWORKS
GROUP, INC.


	
  

 	
  

 	
  

 
	
 By:

 	
   /s/ J. Miguel Fernandez de Castro

 	
  

 
	
 Name: J. Miguel
 Fernandez de Castro

 
	
 Its:

 	
      Senior Vice
 President and Chief Financial Officer

 


EXAMWORKS, INC.

CONSENT UNDER LOAN AND SECURITY AGREEMENT









	
  

 	
  

 	
  

 
	
  

 	
 FIFTH THIRD
 BANK,

 	
  

 
	
  

 	
 as
 Administrative Agent and a Lender

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
           /s/
 Philip Renwick

 
	
  

 	
  

 	
 Philip
 Renwick

 
	
  

 	
  

 	
 Vice
 President

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 BANK OF
 AMERICA, N.A.,

 
	
  

 	
 as a Lender

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
           /s/ Shawn
 Janko

 
	
  

 	
  

 	
 Shawn Janko

 	
  

 
	
  

 	
  

 	
 Senior Vice President

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 GENERAL
 ELECTRIC CAPITAL CORPORATION,

 
	
  

 	
 as a Lender

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
           /s/ W.
 Grant Johnston

 
	
  

 	
  

 	
 Grant Johnston

 
	
  

 	
  

 	
 Duly Authorized Signatory

 


EXAMWORKS, INC.

CONSENT UNDER LOAN AND SECURITY AGREEMENT





Schedule I


See attached Credit Agreement,
dated as of October 11, 2010, among ExamWorks Group, Inc., as the Borrower, the
domestic subsidiaries of the Borrower, as the Guarantors, Bank of America,
N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and the other
Lenders party thereto.