EX-10.1


 Exhibit 10.1 

Execution Version 

LIMITED CONSENT AND FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT 

This LIMITED CONSENT AND FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of the 15th day of June, 2018 (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 (ABN 11 002 317 133) (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 heretofore amended and amended hereby, the “Credit Agreement”). Capitalized terms not otherwise defined herein shall have the meaning given to such terms in the Credit
Agreement. 
 B. The Borrowers have informed the Lenders that they desire to (i) dispose of all of the Capital Stock of Garden City
Group, LLC (“GCG”) and certain assets of the Canadian Borrower, as more particularly described in that certain Membership Interest and Asset Purchase Agreement, dated as of the date hereof (and substantively identical to the most
recent draft thereof provided to the Administrative Agent prior to the date hereof), by and between Crawford, the Canadian Borrower, Epiq Class Action & Claims Solutions, Inc. and Epic Systems Canada LLC (collectively, the
“Disposition”), and (ii) cause Crawford to declare and make a dividend to its shareholders of up to $10,000,000 (the “GCG Special Dividend”). 

C. The Borrowers have requested, and the Lenders party hereto and the Administrative Agent have agreed, to consent to certain transactions that
would otherwise be prohibited by the Credit Agreement and to make certain amendments thereto, all on the terms and subject to the conditions 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 

LIMITED CONSENT AND AMENDMENTS 

1.1 The Required Lenders hereby consent to, and waive any Event of Default that would otherwise result from, the Disposition, and acknowledge
and agree that no portion of the Asset Disposition baskets provided in Section 8.4 of the Credit Agreement will be deemed utilized in connection with the Disposition; provided that the Disposition is consummated on or before
July 15, 2018. 
 1.2 The Required Lenders hereby consent to, and waive any Event of Default that would otherwise result from, the GCG
Special Dividend, and acknowledge and agree that no portion of the Restricted Payments baskets provided in Section 8.6 of the Credit Agreement will be deemed utilized in connection with the GCG Special Dividend; provided that
(i) the GCG Special Dividend is consummated on or before the first anniversary of the date of the Disposition; (ii) the aggregate amount of the GCG Special Dividend does not exceed the lesser of (A) $10,000,000 and (B) the
aggregate amount of Net Cash Proceeds of the Disposition; (iii) no Default or Event of Default has occurred and is continuing at the time the GCG Special Dividend is consummated; and (iv) one Business Day prior to the date of the GCG
Special Dividend, Crawford shall have delivered to the Administrative Agent a Compliance Certificate (appropriately modified), demonstrating that, after giving effect to the GCG Special Dividend, (A) the Borrowers are in compliance with each
financial covenant set forth in Article VII of the Credit Agreement and (B) the Borrowers are projected (in good faith based upon assumptions believed by the management of Crawford to be reasonable when made) to be in compliance with each
financial covenant set forth in Article VII of the Credit Agreement as of the last day of the fiscal quarter in which the GCG Special Dividend is made. 

1.3 Each limited consent contained herein is a consent under the Credit Agreement and shall not constitute or be deemed to be a waiver of or
departure from any term or provision of the Credit Agreement except in respect of the Disposition or the GCG Special Dividend, which terms and provisions shall continue in full force and effect, nor shall the limited consent set forth herein
constitute or be deemed to constitute a consent to any transaction other than the Disposition or the GCG Special Dividend or a course of dealing among the parties. 

1.4 The definition of “Consolidated Total Funded Debt” in Section 1.1 of the Credit Agreement is hereby amended and restated in
its entirety as follows: 
 “Consolidated Total Funded Debt” means, as of any date of determination, the
aggregate (without duplication) of (i) all Funded Debt of the Consolidated Entities as of such date plus (ii) at any time and from time to time on and after the first anniversary of the Disposition (as defined in the Limited Consent
and First Amendment to Amended and Restated Credit Agreement, dated as of June 15, 2018), the aggregate maximum liability of the Consolidated Entities under (A) the General Agreement of Indemnity, dated as of February 3, 2015, by
Crawford in favor of Liberty Mutual Group (as defined therein), and (B) the General Agreement of Indemnity, dated as of January 26, 2015, by Crawford and GCG in favor of Hartford (as defined therein). 

  
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 1.5 The definition of “Fixed Charge Coverage Ratio” in Section 1.1 of the Credit
Agreement is hereby amended by amending and restating in its entirety clause (ii)(C) thereof as follows: “(C) the aggregate of all Restricted Payments paid by the Consolidated Entities during such Reference Period pursuant to
Section 8.6(a)(iii) or 8.6(a)(v) (and specifically not including the GCG Special Dividend, as defined in (and to the extent made in accordance with) the Limited Consent and First Amendment to Amended and Restated
Credit Agreement, dated as of June 15, 2018)”. 
 1.6 The following definitions are hereby added to Section 1.1 of the Credit
in proper alphabetical order: 
 “Beneficial Ownership Certification” means a certification regarding
beneficial ownership required by the Beneficial Ownership Regulation. 
 “Beneficial Ownership Regulation”
means 31 C.F.R. § 1010.230. 
 1.7 The following is hereby added to the Credit Agreement as a new Section 5.28 in
proper numerical order: 
 5.28 Beneficial Ownership Certification. As of the date of delivery pursuant to
Section 11.24, the information included in each Beneficial Ownership Certification provided by each Borrower, if applicable, is true and correct in all respects. 

1.8 The following is hereby added to the Credit Agreement as a new Section 11.24 in proper numerical order: 

11.24 Beneficial Ownership. Each Borrower agrees that, promptly following any request therefor, such Borrower will
provide information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act
and the Beneficial Ownership Regulation. On or before June 22, 2018, with respect to each Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, such Borrower shall deliver to each Lender a
Beneficial Ownership Certification in relation to such Borrower, to the extent requested by such Lender. 
 ARTICLE II 

CONDITIONS OF EFFECTIVENESS 

This Amendment shall become effective as of the date (the “Effective Date”) when, and only when, 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). 

  
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 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 Amendment 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 

4.1 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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 4.2 Notwithstanding anything to the contrary in this Amendment, the Credit Agreement or any other
Credit Document, the parties hereto hereby acknowledge and agree that, concurrently with the consummation of the Disposition in accordance with Section 1.1: (a) each of GCG and Settlement Services, Inc., a Florida
corporation (“SSI”), will be automatically released from any and all liabilities and/or other obligations such Person has under the Credit Documents; (b) all security interests, liens and other interests held by the
Administrative Agent, for the ratable benefit of the Secured Parties (as such term is defined in the Security Documents), on the assets of the Canadian Borrower disposed of pursuant to the Disposition, on the Capital Stock of Garden City Group, LLC
and on the assets of GCG and SSI, shall be automatically terminated and released without any further action by Crawford, the Administrative Agent or any other Person, and the Administrative Agent will (at Crawford’s expense) deliver to Shannon
C. Baxter, Dentons US LLP (“Crawford’s Counsel”), 303 Peachtree Street, Suite 5300, Atlanta, Georgia 30308, such releases as are reasonably requested by Crawford or Crawford’s Counsel in connection with the release of such
security interests, liens and other interests, including, without limitation, 
 (i) Uniform Commercial Code termination statements with
respect to the Uniform Commercial Code financing statements naming GCG and SSI as debtor and the Administrative Agent as secured party, 

(ii) a termination of that certain Control Account Agreement, dated as of December 8, 2011, among GCG, the Administrative Agent and
Signature Bank, as amended, and 
 (iii) releases and reassignments of the assignments filed with the U.S. Copyright Office and the U.S.
Patent and Trademark Office with regard to registered Copyright Collateral, Patent Collateral and Trademark Collateral (as such terms are defined in the Security Agreement) of GCG; and 

(c) Crawford and Crawford’s Counsel (and each of their respective agents and designees) shall be authorized to file and/or deliver
all of the terminations, releases and reassignments described in clause (b) above. Upon reasonable notice and request, the Administrative Agent agrees to execute, deliver and/or file (in each case, at Crawford’s expense) such additional
documents as are necessary to effect such termination and release of such security interests, liens and other interests as Crawford or Crawford’s Counsel may so request in order to evidence or otherwise give public notice of such terminations
and releases. In addition to the foregoing, the Administrative Agent agrees that it will, on the date on which the Disposition occurs in accordance with Section 1.1, deliver (at Crawford’s expense), by overnight
delivery, to Crawford’s Counsel all original collateral disposed of pursuant to the Disposition in the possession of the Administrative Agent in connection with the Credit Documents. 

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.


  
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 5.2 Full Force and Effect. Except as expressly amended, released or terminated 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. 
 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. 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.

 5.8 Counterparts Received After the Effective Date. To the extent that, after the Effective Date but on or before June 19, 2018,
any Lender that is not a party to this Amendment as of the Effective Date delivers a counterpart signature hereto, such signature page shall be appended hereto and such Lender shall become a party hereto as if such signature page had been included
on the Effective Date. 
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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/ R. Eric Powers, III

	Name:	 	R. Eric Powers, III
	Title:	 	Vice President
	
	CRAWFORD & COMPANY RISK SERVICES INVESTMENTS LIMITED
		
	By:	 	 /s/ R. Eric Powers, III

	Name:	 	R. Eric Powers, III
	Title:	 	Director
	
	CRAWFORD & COMPANY (CANADA) INC.
		
	By:	 	 /s/ R. Eric Powers, III

	Name:	 	R. Eric Powers, III
	Title:	 	Assistant Corporate Secretary
	
	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/ R. Eric Powers, III

	Name:	 	R. Eric Powers, III
	Title:	 	Director


 SIGNATURE PAGE TO 

LIMITED CONSENT AND FIRST AMENDMENT TO 

AMENDED AND RESTATED CREDIT AGREEMENT 






 
			
	CRAWFORD & COMPANY INTERNATIONAL, INC.
		
	By:	 	 /s/ R. Eric Powers, III

	Name:	 	R. Eric Powers, III
	Title:	 	Senior Vice President
	
	CRAWFORD & COMPANY EMEA / A-P HOLDINGS LIMITED
		
	By:	 	 /s/ R. Eric Powers, III

	Name:	 	R. Eric Powers, III
	Title:	 	Director
	
	CRAWFORD & COMPANY ADJUSTERS LIMITED
		
	By:	 	 /s/ R. Eric Powers, III

	Name:	 	R. Eric Powers, III
	Title:	 	Director
	
	GARDEN CITY GROUP, LLC
		
	By:	 	 /s/ R. Eric Powers, III

	Name:	 	R. Eric Powers, III
	Title:	 	Vice President
	
	CRAWFORD LEASING SERVICES, INC.
		
	By:	 	 /s/ R. Eric Powers, III

	Name:	 	R. Eric Powers, III
	Title:	 	Vice President


 SIGNATURE PAGE TO 

LIMITED CONSENT AND FIRST AMENDMENT TO 

AMENDED AND RESTATED CREDIT AGREEMENT 






 
			
	
	RISK SCIENCES GROUP, INC.
		
	By:	 	 /s/ R. Eric Powers, III

	Name:	 	R. Eric Powers, III
	Title:	 	Vice President
	
	BROADSPIRE SERVICES, INC.
		
	By:	 	 /s/ R. Eric Powers, III

	Name:	 	R. Eric Powers, III
	Title:	 	Vice President
	
	BROADSPIRE INSURANCE SERVICES, INC.
		
	By:	 	 /s/ R. Eric Powers, III

	Name:	 	R. Eric Powers, III
	Title:	 	Vice President
	
	BROADSPIRE DISABILITY SERVICES, INC.
		
	By:	 	 /s/ R. Eric Powers, III

	Name:	 	R. Eric Powers, III
	Title:	 	Secretary
	
	SETTLEMENT SERVICES, INC.
		
	By:	 	 /s/ R. Eric Powers, III

	Name:	 	R. Eric Powers, III
	Title:	 	Secretary


 SIGNATURE PAGE TO 

LIMITED CONSENT AND FIRST AMENDMENT TO 

AMENDED AND RESTATED CREDIT AGREEMENT 






 
			
	WEGOLOOK, LLC
		
	By:	 	 /s/ R. Eric Powers, III

	Name:	 	R. Eric Powers, III
	Title:	 	Vice President
	
	CRAWFORD INNOVATIVE VENTURES, LLC
		
	By:	 	 /s/ R. Eric Powers, III

	Name:	 	R. Eric Powers, III
	Title:	 	Secretary


 SIGNATURE PAGE TO 

LIMITED CONSENT AND FIRST AMENDMENT TO 

AMENDED AND RESTATED CREDIT AGREEMENT 






 
			
	 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



 SIGNATURE PAGE TO 

LIMITED CONSENT AND FIRST AMENDMENT TO 

AMENDED AND RESTATED CREDIT AGREEMENT 






 
			
	BANK OF AMERICA, N.A., as Syndication Agent and a Lender


 
			
		
	By:	 	 /s/ Ryan Maples

	Name:	 	 Ryan Maples

	Title:	 	 Sr. Vice President



 SIGNATURE PAGE TO 

LIMITED CONSENT AND FIRST AMENDMENT TO 

AMENDED AND RESTATED CREDIT AGREEMENT 






 
			
	THE NORTHERN TRUST COMPANY, as a Lender


 
			
		
	By:	 	 /s/ Kimberly A. Crotty

	Name:	 	 Kimberly A. Crotty

	Title:	 	 Vice President



 SIGNATURE PAGE TO 

LIMITED CONSENT AND FIRST AMENDMENT TO 

AMENDED AND RESTATED CREDIT AGREEMENT