Exhibit 10.1


EXECUTION VERSION


 


THIRD AMENDMENT TO AMENDED AND RESTATED
CREDIT AGREEMENT


 


This THIRD AMENDMENT
TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of the 18th day of September, 2020 (this “Amendment”),
is entered into among CRAWFORD & COMPANY, a Georgia corporation (“Crawford”), CRAWFORD & COMPANY
RISK SERVICES INVESTMENTS LIMITED, a limited company incorporated under the laws of England and Wales with registered number
02855446 (the “UK Borrower”), CRAWFORD & COMPANY (CANADA) INC., a corporation incorporated under
the laws of Canada (the “Canadian Borrower”), CRAWFORD & COMPANY (AUSTRALIA) PTY. LTD., a proprietary
limited organized in Australia (ACN 002 317 133) (the “Australian Borrower” and, together with Crawford, the
UK Borrower and the Canadian Borrower, the “Borrowers”), the Subsidiary Guarantors under the hereinafter defined
Credit Agreement, the Lenders under the hereinafter defined Credit Agreement party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Administrative Agent under the hereinafter defined Credit Agreement (the “Administrative Agent”).


 


RECITALS


 


A.       Reference
is made to the Amended and Restated Credit Agreement, dated as of October 11, 2017, between the Borrowers, the Lenders party
thereto from time to time and the Administrative Agent (as amended by the Limited Consent and First Amendment to Amended and Restated
Credit Agreement, dated as of June 15, 2018, and the Second Amendment to Amended and Restated Credit Agreement, dated as of
October 30, 2019, and as further amended, restated, supplemented or otherwise modified prior to the date hereof, the “Credit
Agreement”). Capitalized terms not otherwise defined herein shall have the meaning given to such terms in the Credit
Agreement as amended hereby.


 


B.       The
Borrowers have requested, and the Lenders party hereto and the Administrative Agent have agreed, on the terms and subject to the
conditions set forth herein, to amend the Credit Agreement as set forth herein.


 


STATEMENT OF AGREEMENT


 


NOW, THEREFORE,
in consideration of the mutual provisions, covenants and agreements herein contained, the parties hereto hereby agree as follows:


 


ARTICLE
I 


AmendmentS


 


1.1             
Section 1.1 of the Credit Agreement is hereby amended by adding the following definitions in appropriate alphabetical
order:


 


““Affected
Financial Institution” means (i) any EEA Financial Institution or (ii) any UK Financial Institution.”


 


““Benchmark”
means, initially, with respect to any given Currency, the applicable benchmark rate for LIBOR Loans denominated in such Currency;
provided, however, that if a Benchmark Transition Event or an Early Opt-in Election, as applicable, has occurred with respect
to such benchmark rate, then “Benchmark” with respect to such Currency shall mean the applicable Benchmark Replacement
to the extent that such Benchmark Replacement has become effective pursuant to Section 2.16(g).”


 






     


     


    

 


““Benchmark
Replacement” means, with respect to any then-current Benchmark, the sum of: (i) the alternate benchmark rate that has
been selected by the Administrative Agent and the Borrowers as the replacement for such Benchmark giving due consideration to (A)
any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the Relevant Governmental
Body with respect to the Currency applicable to such Benchmark or (B) any evolving or then-prevailing market convention for determining
a rate of interest as a replacement to such Benchmark for syndicated credit facilities denominated in such Currency and (ii) the
applicable Benchmark Replacement Adjustment for such Benchmark Replacement; provided, however, that, if any Benchmark Replacement
as so determined would be less than zero, such Benchmark Replacement will be deemed to be zero for purposes of this Agreement.”


 


““Benchmark
Replacement Adjustment” means, with respect to any replacement of any then-current Benchmark with an Unadjusted Benchmark
Replacement for each applicable Interest Period, the spread adjustment, or method for calculating or determining such spread adjustment,
(which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrowers giving
due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such
spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental
Body or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or
determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement
for syndicated credit facilities at such time denominated in the Currency applicable to such Benchmark.”


 


““Benchmark
Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational
changes (including changes to the definition of “Base Rate,” the definition of “Interest Period,” timing
and frequency of determining rates and making payments of interest and other administrative matters) that the Administrative Agent
decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration
thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent
decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines
that no market practice for the administration of the Benchmark Replacement exists, in such other manner of administration as the
Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement).”


 


““Benchmark
Replacement Date” means the earlier to occur of the following events with respect to any then-current Benchmark:


 


(i)       in
the case of clause (i) or (ii) of the definition of “Benchmark Transition Event,” the later of (A) the date of the
public statement or publication of information referenced therein and (B) the date on which the administrator of such Benchmark
permanently or indefinitely ceases to provide such Benchmark; or





 






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(ii)       in
the case of clause (iii) of the definition of “Benchmark Transition Event,” the date of the public statement or publication
of information referenced therein.”


 


““Benchmark Transition Event”
means the occurrence of one or more of the following events with respect to any then-current Benchmark with respect to any given
Currency:


 


(i)       a
public statement or publication of information by or on behalf of the administrator of such Benchmark announcing that such administrator
has ceased or will cease to provide such Benchmark, permanently or indefinitely; provided that, at the time of such statement
or publication, there is no successor administrator that will continue to provide such Benchmark;


 


(ii)       a
public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark, the U.S. Federal
Reserve System, an insolvency official with jurisdiction over the administrator for such Benchmark, a resolution authority with
jurisdiction over the administrator for such Benchmark or a court or an entity with similar insolvency or resolution authority
over the administrator for such Benchmark or any other Relevant Governmental Body, which states that the administrator of such
Benchmark has ceased or will cease to provide such Benchmark permanently or indefinitely; provided that, at the time of
such statement or publication, there is no successor administrator that will continue to provide such Benchmark; or


 


(iii)      a
public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark announcing
that such Benchmark is no longer representative.”


 


““Benchmark
Transition Start Date” means (i) in the case of a Benchmark Transition Event, the earlier of (A) the applicable Benchmark
Replacement Date and (B) if such Benchmark Transition Event is a public statement or publication of information of a prospective
event, the 90th day prior to the expected date of such event as of such public statement or publication of information
(or if the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such
statement or publication) and (ii) in the case of an Early Opt-in Election, the date specified by the Administrative Agent or the
Required Lenders, as applicable, by notice to the Borrowers, the Administrative Agent (in the case of such notice by the Required
Lenders) and the Lenders.”


 


““Benchmark Unavailability
Period” means, with respect to any then-current Benchmark, if a Benchmark Transition Event and its related Benchmark
Replacement Date have occurred with respect to such Benchmark and solely to the extent that such Benchmark has not been replaced
with a Benchmark Replacement, the period (i) beginning at the time that such Benchmark Replacement Date has occurred if, at such
time, no Benchmark Replacement has replaced such Benchmark for all purposes hereunder in accordance with Section 2.16(g)
and (ii) ending at the time that a Benchmark Replacement has replaced such Benchmark for all purposes hereunder in accordance with
Section 2.16(g).”


 






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““Early Opt-In Election”
means, with respect to any then-current Benchmark, the occurrence of:


 


(i)            (A) a
determination by the Administrative Agent or (B) a notification by the Required Lenders to the Administrative Agent (with
a copy to the Borrowers) that the Required Lenders have determined that syndicated credit facilities being executed at such time,
or that include language similar to that contained in Section 2.16(g) are being executed or amended, as applicable,
to incorporate or adopt a new benchmark interest rate to replace such Benchmark, and


 


(ii)           (A) the
election by the Administrative Agent or (B) the election by the Required Lenders to declare that an Early Opt-in Election
with respect to such Benchmark has occurred and the provision, as applicable, by the Administrative Agent of written notice of
such election to the Borrowers and the Lenders or by the Required Lenders of written notice of such election to the Administrative
Agent.”


 


““Federal
Reserve Bank of New York’s Website” means the website of the Federal Reserve Bank of New York at http://www.newyorkfed.org,
or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.”


 


““Relevant Governmental Body”
means with respect to any given Benchmark, (i) the central bank for the Currency applicable to such Benchmark or any central bank
or other supervisor that is responsible for supervising either (A) such Benchmark or (B) the administrator of such Benchmark or
(ii) any working group or committee officially endorsed or convened by (A) the central bank for the Currency applicable to such
Benchmark, (B) any central bank or other supervisor that is responsible for supervising either (x) such Benchmark or (y) the administrator
of such Benchmark, (C) a group of those central banks or other supervisors or (D) the Financial Stability Board or any part thereof.”


 


““Resolution Authority”
means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.”


 


““SOFR”
means, with respect to any day, the secured overnight financing rate published for such day by the SOFR Administrator on the Federal
Reserve Bank of New York’s Website.”


 


““SOFR
Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing
rate).”


 


““Term
SOFR” means the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental
Body.”


 


““UK Financial Institution”
means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time) promulgated by the United
Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time)
promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms,
and certain affiliates of such credit institutions or investment firms.”


 






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““UK Resolution Authority”
means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial
Institution.””


 


““Unadjusted Benchmark Replacement”
means, with respect to a given Benchmark Replacement, such Benchmark Replacement excluding the Benchmark Replacement Adjustment
for such Benchmark Replacement.”


 


1.2             
Section 1.1 of the Credit Agreement is hereby amended by amending and restating each of the following definitions in
its entirety:


 


““Bail-In Action”
means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of
an Affected Financial Institution.”


 


““Bail-In Legislation”
means (i) 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, regulation, rule or requirement for such EEA Member Country from
time to time which is described in the EU Bail-In Legislation Schedule and (ii) with respect to the United Kingdom, Part I
of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United
Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates
(other than through liquidation, administration or other insolvency proceedings).”


 


““Revaluation Date”
means, with respect to (i) any Loan denominated in a Foreign Currency, each of the following: (A) the date of the Borrowing
of such Loan, (B) each date of any continuation or conversion of such Loan, (C) the first Business Day of each calendar
month and (D) such additional dates as the Administrative Agent or the Swingline Lender shall reasonably determine or the
Required Lenders or the Borrowers shall reasonably require; or (ii) any Letter of Credit denominated in a Foreign Currency,
each of the following: (A) each date of issuance, amendment and/or extension of such Letter of Credit, (B) each date
of any payment by the applicable Issuing Bank under such Letter of Credit, (C) the Closing Date (in the case of any Existing
Letter of Credit) and (D) such additional dates as the Administrative Agent or the applicable Issuing Bank shall reasonably
determine or the Required Lenders or the Borrowers shall reasonably require.”


 


““Write-Down and Conversion
Powers” means (i) 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, and (ii) with respect to the United Kingdom, any powers
of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability
of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that
liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument
is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of
the powers under that Bail-In Legislation that are related to or ancillary to any of those powers..”


 






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1.3            
 The definition of “LIBOR Rate” in Section 1.1 of the Credit Agreement is hereby amended by:


 


(a)            
Adding to the first sentence thereof, immediately after the word “means” and immediately prior to clause (i)
of such definition, the words, “, subject to the implementation of a Benchmark Replacement in accordance with Section 2.16(g):”;
and


 


(b)            
Deleting the last sentence thereof (beginning with the words, “To the extent a comparable or successor rate is approved”)
in its entirety.


 


1.4           
Section 1.6 of the Credit Agreement is hereby amended by amending and restating such Section in its entirety as follows:


 


“1.6Interest Rates. Notwithstanding
anything to the contrary herein, if any determination of any rate described in the definitions of “Federal Funds Effective
Rate” or “LIBOR Rate” (including any Benchmark Replacement with respect thereto) would result in a rate less
than zero, then such rate shall be deemed to be zero. Unless otherwise specified in any amendment to this Agreement entered into
in accordance with Section 2.16(g), in the event that a Benchmark Replacement with respect to the LIBOR Rate for a
Currency is implemented then all references herein to the LIBOR Rate with respect to such Currency shall be deemed references to
such Benchmark Replacement. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability
with respect to, the administration, submission or any other matter related to the rates in the definition of “LIBOR Rate”
or with respect to any rate that is an alternative or replacement for or successor to any such rate (including, without limitation,
any Benchmark Replacement) or the effect of any of the foregoing, or of any Benchmark Replacement Conforming Changes.”


 


1.5            
Section 2.16 of the Credit Agreement is hereby amended by adding the following Section 2.16(g) immediately after
Section 2.16(f):


 


“(g)          Effect of Benchmark
Transition Event.


 


(i)       Benchmark
Replacement. Notwithstanding anything to the contrary herein or in any other Credit Document, upon the occurrence of a Benchmark
Transition Event or an Early Opt-in Election, as applicable, with respect to any applicable then-current Benchmark, the Administrative
Agent and the Borrowers may amend this Agreement to replace such Benchmark with one or more Benchmark Replacements (it being understood
that all amounts denominated in a given Currency for which a Benchmark is being replaced shall be subject to the same Benchmark
Replacement). Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. on the fifth
(5th) Business Day after the Administrative Agent has posted such proposed amendment to all Lenders and the Borrowers
so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from the Required
Lenders; provided that the Required Lenders shall not be entitled to object to any such amendment to the extent that such
amendment gives effect to a Benchmark Replacement applicable to obligations denominated in Dollars if such Benchmark Replacement
is based on Term SOFR. Any such amendment with respect to an Early Opt-in Election will become effective on the date that the
Required Lenders have delivered to the Administrative Agent written notice that the Required Lenders accept such amendment; provided
that acceptance by the Required Lenders shall be deemed received to the extent that such amendment gives effect to a Benchmark
Replacement applicable to obligations denominated in Dollars if such Benchmark Replacement is based on Term SOFR. No replacement
of a Benchmark with a Benchmark Replacement pursuant to this Section will occur prior to the applicable Benchmark Transition Start
Date.


 






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(ii)        Benchmark
Replacement Conforming Changes. In connection with the implementation of a Benchmark Replacement, the Administrative Agent
will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary
herein or in any other Credit Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective
without any further action or consent of any other party hereto.


 


(iii)       Notices;
Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrowers and the Lenders of
(A) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement
Date and Benchmark Transition Start Date, (B) the implementation of any Benchmark Replacement, (C) the effectiveness
of any Benchmark Replacement Conforming Changes and (D) the commencement or conclusion of any Benchmark Unavailability Period.
Any determination, decision or election that may be made by the Administrative Agent or Lenders pursuant to this Section, including
any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance
or date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may
be made in its or their sole discretion and without consent from any other party hereto, except, in each case, as expressly required
pursuant to this Section 2.16(b).


 


(iv)       Benchmark
Unavailability Period. Upon the Borrowers’ receipt of notice of the commencement of a Benchmark Unavailability Period
with respect to a given Benchmark, the Borrowers may revoke any request for a borrowing of, conversion to or continuation of Loans
subject to such Benchmark Unavailability Period to be made, converted or continued during such Benchmark Unavailability Period
and, failing that, (i) in the case of a request for borrowing of, conversion to or continuation of Loans denominated in Dollars,
the Borrowers will be deemed to have converted any such request into a request for a borrowing of or conversion to Base Rate Loans
and (ii) in the case of a request for borrowing of, conversion to or continuation of Loans denominated in any Foreign Currency,
such request shall be ineffective. During any Benchmark Unavailability Period with respect to any Benchmark, the component of Base
Rate or any other Benchmark that is based upon the Benchmark that is the subject of such Benchmark Unavailability Period will not
be used in any determination of Base Rate or such other Benchmark.”


 


1.6          
Section 5.27 of the Credit Agreement is hereby amended by amending and restating such Section in its entirety as follows:


 






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“5.27       Affected Financial Institution.
No Credit Party nor any Subsidiary thereof is an Affected Financial Institution.”


 


1.7          
Section 8.5 of the Credit Agreement is hereby amended by (a) deleting the “and” at the end of clause (t)
thereof, (b) replacing the “.” at the end of clause (u) thereof with “; and” and (c) adding the following
clause to such Section immediately after clause (u) thereof:


 


“(v) other Investments in
an aggregate outstanding amount not to exceed $5,000,000 at any time.”


 


1.8          
Section 11.5 of the Credit Agreement is hereby amended by adding to the end thereof the following sentence:


 


“Notwithstanding anything
to the contrary herein, the Administrative Agent (and, if applicable, the Borrowers) may, without the consent of any Lender, enter
into amendments or modifications to this Agreement or any of the other Credit Documents or to enter into additional Credit Documents
in order to implement any Benchmark Replacement or any Benchmark Replacement Conforming Changes or otherwise effectuate the terms
of Section 2.16(g) in accordance with the terms of Section 2.16(g).”


 


1.9          
Section 11.22 of the Credit Agreement is hereby amended by amending and restating such Section in its entirety as follows:


 


“11.22     Acknowledgement and
Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Credit Document or in
any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of
any Affected Financial Institution arising under any Credit Document, to the extent such liability is unsecured, may be subject
to the Write-Down and Conversion Powers of the applicable 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 the applicable Resolution Authority to any such liabilities arising
hereunder which may be payable to it by any party hereto that is an Affected 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 Affected 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 Credit Document; or


 


(iii)         
the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of
the applicable Resolution Authority.”


 






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ARTICLE
II


CONDITIONS
OF EFFECTIVENESS


 


2.1             
This Amendment shall become effective as of the date (the “Effective Date”) when, and only when, each
of the following conditions precedent shall have been satisfied:


 


(a)              
The Administrative Agent shall have received an executed counterpart hereof from each of the Credit Parties and the Lenders
party hereto (which Lenders shall constitute the Required Lenders).


 


(b)              
All reasonable expenses of the Administrative Agent and its Affiliates required under Section 11.1 of the Credit Agreement
invoiced on or prior to the Effective Date (including reasonable fees and expenses of counsel) in connection with this Amendment,
the other Credit Documents and the transactions contemplated hereby.


 


ARTICLE
III 


REPRESENTATIONS
AND WARRANTIES


 


Each Credit Party represents and warrants
to the Administrative Agent and the Lenders that (i) each of the representations and warranties of such Credit Party contained
in the Credit Agreement and in the other Credit Documents qualified as to materiality is true and correct and each not so qualified
is true and correct in all material respects on and as of the date hereof, both immediately before and after giving effect to this
Amendment (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date,
in which case such representation or warranty shall be true and correct as of such date); (ii) this Agreement has been duly authorized,
executed and delivered by each Credit Party and constitutes the legal, valid and binding obligation of such Credit Party, enforceable
against its in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium
or other similar laws affecting creditors’ rights generally, by general equitable principles or by principles of good faith
and fair dealing (regardless of whether enforcement is sought in equity or at law); and (iii) no Default or Event of Default shall
have occurred and be continuing on the date hereof, both immediately before and immediately after giving effect to this Amendment.


 


ARTICLE
IV 


ACKNOWLEDGEMENT
AND CONFIRMATION


 


Each Credit Party hereby confirms and agrees
that, after giving effect to this Amendment, the Credit Agreement and the other Credit Documents remain in full force and effect
and enforceable against such Credit Party in accordance with their respective terms and shall not be discharged, diminished, limited
or otherwise affected in any respect (other than as expressly amended hereby), and represents and warrants to the Administrative
Agent and the Lenders that it has no knowledge of any claims, counterclaims, offsets or defenses to or with respect to its obligations
under the Credit Documents, or if such Credit Party has any such claims, counterclaims, offsets, or defenses to the Credit Documents
or any transaction related to the Credit Documents, the same are hereby waived, relinquished, and released in consideration of
the execution of this Amendment. Without limiting the foregoing, each Credit Party consents to the amendment of the Credit Agreement
effected by Article I and confirms for the benefit of the Lenders and the Administrative Agent that (i) if applicable,
its obligations (A) as a Subsidiary Guarantor under the applicable Guaranty and (B) under the Security Documents to which it is
a party are not discharged or (except as set out in clause (ii) below) otherwise affected by those amendments or the other provisions
of this Amendment and shall accordingly continue in full force and effect; and (ii) the Guaranty Obligations and Secured Liabilities
(howsoever defined in each relevant Security Document) shall after the Effective Date extend to the obligations of each Credit
Party (as applicable) under the Credit Agreement as amended hereby and under any other Credit Documents. This acknowledgement
and confirmation by the Credit Parties is made and delivered to induce the Administrative Agent and the Lenders to enter into
this Amendment, and each Credit Party acknowledges that the Administrative Agent and the Lenders would not enter into this Amendment
in the absence of the acknowledgement and confirmation contained herein.


 






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ARTICLE
V 


MISCELLANEOUS


 


5.1             
Governing Law. This Amendment shall be governed by, and construed in accordance with, the law of the State of New
York.


 


5.2             
Full Force and Effect. Except as expressly amended hereby, the Credit Agreement and the other Credit Documents, including
the Security Documents and the Guaranty, shall continue in full force and effect in accordance with the provisions thereof on the
date hereof, and each Credit Party ratifies and reaffirms the grant of security interests and liens granted and ratifies and reaffirms
the guarantee of obligations (including in relation to the Credit Agreement as amended hereby) by such Credit Party in favor of
the Administrative Agent for the benefit of the Lenders. As used in the Credit Agreement or any other Credit Document, “hereinafter,”
 “hereto,” “hereof,” and words of similar import shall, unless the context otherwise requires, mean the
Credit Agreement or such other Credit Document after giving effect to this Amendment. Any reference to the Credit Agreement or
any of the other Credit Documents herein or in any other Credit Documents shall refer to the Credit Agreement and Credit Documents
as amended hereby. This Amendment is limited as specified and shall not constitute or be deemed to constitute an amendment, modification
or waiver of any provision of the Credit Agreement, the Credit Agreement or any other Credit Document except as expressly set forth
herein. This Amendment shall constitute a Credit Document under the terms of the Credit Agreement.


 


5.3             
Expenses. Crawford agrees on demand to (i) pay the reasonable documented out-of-pocket fees and expenses of
counsel for the Administrative Agent and (ii) reimburse the Administrative Agent for all reasonable documented out-of-pocket
expenses incurred by the Administrative Agent and its Affiliates, in each case, in connection with the preparation, negotiation,
execution and delivery of this Amendment.


 


5.4             
Severability. To the extent any provision of this Amendment is prohibited by or invalid under the applicable law
of any jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity and only in any such
jurisdiction, without prohibiting or invalidating such provision in any other jurisdiction or the remaining provisions of this
Amendment in any jurisdiction.


 






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5.5             
 Successors and Assigns. This Amendment shall be binding upon, inure to the benefit of and be enforceable by the
respective successors and permitted assigns of the parties hereto.


 


5.6             
Construction. The headings of the various sections and subsections of this Amendment have been inserted for convenience
only and shall not in any way affect the meaning or construction of any of the provisions hereof.


 


5.7             
Counterparts; Integration. This Amendment may be executed in any number of counterparts and by different parties
hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together
constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by facsimile
or in electronic format (e.g., “pdf” or “tif” file format) shall be effective as delivery of a manually
executed counterpart of this Amendment. The words “executed,” “signed,” “signature,” and words
of like import in shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which
shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping
system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures
in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws
based on the Uniform Electronic Transactions Act. This Amendment constitutes the entire contract among the parties hereto with
respect to the subject matter hereof and supersedes any and all prior agreements and understandings, oral or written, relating
to the subject matter hereof.


 


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left blank]


 









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IN WITNESS WHEREOF,
the parties hereto have caused this Amendment to be executed by their duly authorized officers as of the date first above written.


 


	 	CRAWFORD & COMPANY
	 	 	 
	 	By:	/s/ Thomas
    Welch
	 	Name:	Thomas J. Welch
	 	Title:	Vice President and Treasurer
	 	 	 
	 	CRAWFORD & COMPANY RISK SERVICES INVESTMENTS LIMITED
	 	 	 
	 	By:	/s/ S. Pearsall
	 	Name:	S. Pearsall
	 	Title:	Director
	 	 	 
	 	CRAWFORD & COMPANY (CANADA) INC.
	 	 	 
	 	By:	/s/ Thomas Welch
	 	Name:	Thomas J. Welch
	 	Title:	Treasurer
	 	 	 
	 	EXECUTED
    by CRAWFORD & COMPANY (AUSTRALIA) PTY. LTD. in accordance with section 127(1) of the Corporations Act 2001 (Cwlth)
    by authority of its directors:
	 	 	 
	 	By:	/s/ Joseph O. Blanco
	 	Name:	Joseph O. Blanco
	 	Title:	Director
	 	 	 
	 	By:	/s/ David Newell
	 	Name:	David Newell
	 	Title:	Director




 


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	 	CRAWFORD
    & COMPANY INTERNATIONAL, INC.
	 	 	 
	 	By:	/s/ Thomas
    Welch
	 	Name:	Thomas J. Welch
	 	Title:	Treasurer
	 	 	 
	 	CRAWFORD
    & COMPANY EMEA / A-P HOLDINGS LIMITED
	 	 	 
	 	By:	/s/ Joseph O. Blanco
	 	Name:	Joseph O. Blanco
	 	Title:	Director
	 	 	 
	 	CRAWFORD
    & COMPANY ADJUSTERS LIMITED
	 	 	 
	 	By:	/s/ S. Pearsall
	 	Name:	S. Pearsall
	 	Title:	Director
	 	 	 
	 	CRAWFORD
    LEASING SERVICES, INC.
	 	 	 
	 	By:	/s/ Thomas Welch
	 	Name:	Thomas J. Welch
	 	Title:	Treasurer
	 	 	 
	 	RISK
    SCIENCES GROUP, INC.
	 	 	 
	 	By:	/s/ Thomas Welch
	 	Name:	Thomas J. Welch
	 	Title:	Treasurer




 


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	 	BROADSPIRE
    SERVICES, INC.
	 	 	 
	 	By:	/s/ Thomas
    Welch
	 	Name:	Thomas J. Welch
	 	Title:	Treasurer
	 	 	 
	 	BROADSPIRE
    INSURANCE SERVICES, INC.
	 	 	 
	 	By:	/s/ Thomas Welch
	 	Name:	Thomas J. Welch
	 	Title:	Treasurer
	 	 	 
	 	BROADSPIRE
    DISABILITY SERVICES, INC.
	 	 	 
	 	By:	/s/ Thomas Welch
	 	Name:	Thomas J. Welch
	 	Title:	Treasurer
	 	 	 
	 	CRAWFORD
    INNOVATIVE VENTURES, LLC.
	 	 	 
	 	By:	/s/ Thomas Welch
	 	Name:	Thomas J. Welch
	 	Title:	Treasurer




 


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	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, UK Security Trustee, Australian Security Trustee, an Issuing
    Bank and a Lender
	 	 	 
	 	By:	/s/ Lex Mayers
	 	Name:	Lex Mayers
	 	Title:	Senior Vice President




 


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	 	BANK OF
    AMERICA, N.A., as Syndication Agent, an Issuing Bank and a Lender
	 	 	 
	 	By:	/s/ Ryan
    Maples
	 	Name:	Ryan Maples
	 	Title:	Sr. Vice President




 


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	 	CITIZENS
    BANK, N.A., as Documentation Agent and a Lender
	 	 	 
	 	By:	/s/ P. Jason
    Hembree
	 	Name:	P. Jason Hembree
	 	Title:	Vice President




 


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	 	FIFTH
    THIRD BANK, an Ohio banking corporation, as a Lender
	 	 	 
	 	By:	/s/ Jonathan
    James
	 	Name:	Jonathan James
	 	Title:	Senior Vice President




 


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	 	FIFTH
    THIRD BANK, operating through its Canadian Branch, as a Lender
	 	 	 
	 	By:	/s/ Steven
    Blazevic
	 	Name:	Steven Blazevic
	 	Title:	Senior Vice President




 


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	 	HSBC BANK
    USA, NA, as a Lender
	 	 	 
	 	By:	/s/ Chris
    Burns
	 	Name:	Chris Burns
	 	Title:	Senior Vice President




 


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	 	THE NORTHERN
    TRUST COMPANY, as a Lender
	 	 	 
	 	By:	/s/ Kimberly
    A. Crotty
	 	Name:	Kimberly A. Crotty
	 	Title:	Vice President




 


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	 	ROYAL
    BANK OF CANADA, as a Lender
	 	 	 
	 	By:	/s/ Jennifer
    Flann
	 	Name:	Jennifer Flann
	 	Title:	Director




 


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	 	TRUIST
    BANK, successor by merger to SunTrust Bank, as a Lender
	 	 	 
	 	By:	/s/ Jonathan
    Hart
	 	Name:	Jonathan Hart
	 	Title:	Vice President




 


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