PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • December 12th, 2011 • Crawford & Co • Insurance agents, brokers & service • New York
THIS PLEDGE AND SECURITY AGREEMENT, dated as of the 8th day of December, 2011 (this “Agreement”), is made by CRAWFORD & COMPANY, a Georgia corporation (“Crawford”), and by each of the undersigned Subsidiaries of Crawford and each other Subsidiary of Crawford that, after the date hereof, executes an instrument of accession hereto substantially in the form of Exhibit C (a “Pledgor Accession”; the undersigned and such other Subsidiaries, collectively, together with Crawford, the “Pledgors”), in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent for the Lenders party to the Credit Agreement referred to below (in such capacity, the “Administrative Agent”), for the benefit of the Secured Parties (as hereinafter defined). Except as otherwise provided herein, capitalized terms used herein without definition have the meanings given to them in the Credit Agreement referred to below.
CREDIT AGREEMENT among CRAWFORD & COMPANY, CRAWFORD & COMPANY RISK SERVICES INVESTMENTS LIMITED, CRAWFORD & COMPANY(CANADA) INC., and CRAWFORD & COMPANY (AUSTRALIA) PTY. LTD., as Borrowers, THE LENDERS NAMED HEREIN, WELLS FARGO BANK, NATIONAL...Credit Agreement • December 12th, 2011 • Crawford & Co • Insurance agents, brokers & service • New York
THIS CREDIT AGREEMENT, dated as of the 8th day of December, 2011, is made 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 company organized in Australia (ABN 11 002 317 133) (the “Australian Borrower”), the Lenders (as hereinafter defined), WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent for the Lenders, Australian Security Trustee and UK Security Trustee, BANK OF AMERICA, N.A., as Syndication Agent for the Lenders, and RBS CITIZENS, N.A., as Documentation Agent for the Lenders.
GUARANTY AGREEMENTGuaranty Agreement • December 12th, 2011 • Crawford & Co • Insurance agents, brokers & service • New York
THIS GUARANTY AGREEMENT, dated as of the 8th day of December, 2011 (this “Guaranty”), is made by CRAWFORD & COMPANY, a Georgia corporation (“Crawford”), each of the undersigned Subsidiaries of Crawford, and each other Subsidiary of Crawford that, after the date hereof, executes an instrument of accession hereto substantially in the form of Exhibit A (a “Guarantor Accession”; each undersigned Subsidiary and such other Subsidiaries, each a “Guarantor” and collectively, the “Guarantors”), in favor of the Guaranteed Parties (as hereinafter defined). Capitalized terms used herein without definition shall have the meanings given to them in the Credit Agreement referred to below.
