Exhibit 10.1
Execution Version
FOURTH AMENDMENT TO CREDIT AGREEMENT,
SECOND AMENDMENT TO PLEDGE AND SECURITY AGREEMENT,
SECOND AMENDMENT TO GUARANTY AGREEMENT
AND LIMITED CONSENT
This FOURTH AMENDMENT TO CREDIT AGREEMENT, SECOND AMENDMENT TO PLEDGE AND
SECURITY AGREEMENT, SECOND AMENDMENT TO GUARANTY AGREEMENT AND LIMITED CONSENT,
dated as of the 28th day of November, 2014 (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 (i) the Credit Agreement, dated as of December 8, 2011,
between the Borrowers, the Lenders party thereto from time to time and the
Administrative Agent (as amended by the First Amendment to Credit Agreement,
dated as of July 20, 2012, the Second Amendment to Credit Agreement and First
Amendment to Guaranty Agreement, dated as of May 24, 2013 (the "Second
Amendment"), and the Third Amendment to Credit Agreement, Amendment to Pledge
and Security Agreement and Limited Waiver, dated as of November 25, 2013 (the
"Third Amendment"), the "Credit Agreement"), (ii) the Pledge and Security
Agreement, dated as of December 8, 2011, between Crawford, the other Pledgors
thereunder and the Administrative Agent (as amended by the Third Amendment, the
"Security Agreement") and (iii) the Guaranty Agreement, dated as of December 8,
2011, between Crawford, the Subsidiary Guarantors and the Administrative Agent
(as amended by the Second Amendment, the "Guaranty"). Capitalized terms not
otherwise defined herein shall have the meaning given to such terms in the
Credit Agreement, as amended by this Amendment.
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, the Security Agreement and the
Guaranty, each 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 TO CREDIT AGREEMENT
1.1 The definition of "Consolidated EBITDA" in Section 1.1 of the Credit
Agreement is hereby amended by replacing clause (i) of the last sentence of such
definition with the following:
"(i) with respect to any Permitted Acquisition, income statement items (whether
positive or negative) attributable to the Person or assets acquired shall (to
the extent not otherwise included in the income statement of the Consolidated
Entities in accordance with GAAP or in