Exhibit 10.2
EXECUTION VERSION
SECURITY AND PLEDGE AGREEMENT
THIS SECURITY AND PLEDGE AGREEMENT, dated as of the 5th day of November, 2021 (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 BANK OF AMERICA, N.A., 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. Except as otherwise provided herein, capitalized terms used herein without definition have the meanings given to them in the Credit Agreement referred to below.
RECITALS
STATEMENT OF AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, to induce the Secured Parties to enter into the Credit Agreement and to induce the Lenders to extend credit to each Borrower thereunder, each Pledgor hereby agrees as follows:
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DEFINITIONS
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CREATION OF SECURITY INTEREST
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Notwithstanding the foregoing, the Administrative Agent may, in its sole discretion, reject or refuse to accept for credit toward payment of the Secured Obligations any Collateral that is an Account, Instrument, Chattel Paper, lease or other obligation or property of any kind due or owing from or belonging to a Sanctioned Person.
Notwithstanding anything to the contrary contained herein or in any other Security Document, Collateral shall not include (i) owned or leased Realty, (ii) any Pledged Equity issued by a Foreign Subsidiary that constitutes an Immaterial Subsidiary or any Pledged Equity (including, without limitation, any Pledged Equity constituting Investment Property, General Intangibles or Proceeds) to the extent excluded from Collateral pursuant to Section 2.1(xviii) above, (iii) any property the grant of a security interest in which is (A) prohibited by any requirement of Applicable Law of a Governmental Authority or (B) requires consent not obtained from any Governmental Authority pursuant to such requirement of Applicable Law, (iv) any contract, agreement, license, permit or intellectual property to the extent that such grant of a security interest therein is prohibited by, or constitutes a breach or default under or results in the termination of such contract, agreement, license, permit, intellectual property, or other document evidencing or giving rise to such contract, agreement, license, permit or intellectual property, (v) any Investment Property or Pledged Equity or General Intangibles constituting Pledged Equity issued by Persons other than Subsidiaries to the extent
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that such grant of a security interest therein is prohibited under any applicable shareholder agreement or similar agreement or organizational document, except in each case under clause (iii), (iv) or (v) to the extent that such requirement of Applicable Law or the applicable provision of such contract, license, agreement, permit or other document or shareholder or similar agreement or organizational document is ineffective under Applicable Law (including, without limitation, pursuant to Anti-Assignment provisions), (vi) any Mobile Goods, (vii) any intent-to-use US trademark application for which an amendment to allege use or statement of use has not been filed and accepted by the US Patent and Trademark Office and that would otherwise be deemed invalidated, cancelled or abandoned due to the grant of a security interest thereon (provided that each intent-to-use application shall be considered Collateral immediately and automatically upon such filing and acceptance), (viii) any deposit account or securities account specifically used as a payroll account, a benefit account, a trust and similar customer account, a fiduciary account, an escrow account or a tax payment account (all of the accounts described in this clause (viii), the “Excluded Accounts”), and (ix) any assets that the Administrative Agent, in its sole discretion, agrees in writing after the date hereof that (A) the cost of obtaining the Lien therein is excessive in relation to the value of the Lien to afforded thereby or (B) obtaining a Lien therein is not commercially practical.
REPRESENTATIONS AND WARRANTIES
Each Pledgor represents and warrants as follows:
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COVENANTS
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Certain provisions relating to Pledged Equity
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REMEDIES
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THE ADMINISTRATIVE AGENT
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MISCELLANEOUS
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[The remainder of this page left blank intentionally.]
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized officers or duly authorized signatories as of the date first above written.
CRAWFORD & COMPANY,
a corporation organized under the laws of Georgia
By: /s/ Thomas J. Welch_______________________
Name: Thomas J. Welch
Title: Treasurer and Vice President
CRAWFORD & COMPANY INTERNATIONAL, INC.,
a corporation organized under the laws of Georgia
By: /s/ Thomas J. Welch_______________________
Name: Thomas J. Welch
Title: Treasurer and Vice President
CRAWFORD & COMPANY EMEA/A-P HOLDINGS LIMITED,
a limited company organized under the laws of England and Wales with registered number 06802708
By: /s/ W. Bruce Swain ______________________
Name: W. Bruce Swain
Title: Director
CRAWFORD & COMPANY ADJUSTERS LIMITED,
a limited company organized under the laws of England and Wales with registered number 02067042
By: /s/ Stephen D. Pearsall______________________
Name: Stephen D. Pearsall
Title: Director
RISK SCIENCES GROUP, INC.,
a corporation organized under the laws of Delaware
By: /s/ Thomas J. Welch_______________________
Name: Thomas J. Welch
Title: Treasurer
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BROADSPIRE SERVICES, INC.,
a corporation organized under the laws of Delaware
By: /s/ Thomas J. Welch_______________________
Name: Thomas J. Welch
Title: Treasurer and Chief Financial Officer
CRAWFORD CATASTROPHE SERVICES, LLC,
a limited liability company organized under the laws of Delaware
By: /s/ Thomas J. Welch_______________________
Name: Thomas J. Welch
Title: Treasurer
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Accepted and agreed to:
BANK OF AMERICA, N.A.,
as Administrative Agent
By: /s/ Maurice Washington_______________________
Name: Maurice Washington
Title: Vice President
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ANNEX A
FILING LOCATIONS
Name of Pledgor | Filing Location |
| Secretary of State of |
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ANNEX B
JURISDICTION OF ORGANIZATION, CERTAIN LOCATIONS
[PLEDGOR]
Jurisdiction of Incorporation/Organization: | ______________________ |
Federal Tax ID no.: | ______________________ |
Organizational ID no.: | ______________________ [N/A] |
Chief Executive Office Address: | ______________________ ______________________ ______________________ |
Records Related to Collateral: | ______________________ ______________________ ______________________ |
Locations of Equipment or Inventory: | ______________________ ______________________ ______________________ |
Other places of business: | ______________________ ______________________ ______________________ |
Trade/fictitious or prior corporate names (last five years): |
______________________ |
Names used in tax filings (last five years): | ______________________ |
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ANNEX C
PLEDGED EQUITY
Name of Issuer | Type of | Certificate | No. of shares | Percentage of |
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ANNEX D
COPYRIGHTS AND COPYRIGHT APPLICATIONS
Pledgor | Application or Registration No. | Country | Issue or Filing Date |
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ANNEX E
PATENTS AND PATENT APPLICATIONS
Pledgor | Application or Registration No. | Country | Inventor | Issue or Filing Date |
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ANNEX F
TRADEMARKS AND TRADEMARK APPLICATIONS
Pledgor | Mark | Application or Registration No. | Country | Issue or Filing Date |
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ANNEX G
[Reserved]
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ANNEX H
[Reserved]
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ANNEX I
COMMERCIAL TORT CLAIMS
[None.]
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EXHIBIT A
GRANT OF SECURITY INTEREST
IN COPYRIGHTS
This Grant of Security Interest in Copyrights (the “Grant”), dated as of November 5, 2021, is made by [NAME OF PLEDGOR] (the “Pledgor”) in favor of Bank of America, N.A., as Administrative Agent (the “Administrative Agent”).
WHEREAS, the Pledgor has entered into a Security and Pledge Agreement (as amended, modified, restated or supplemented from time to time, the “Security Agreement”; capitalized terms used herein without definition have the meanings given to them in the Security Agreement), dated as of November 5, 2021, in which the Pledgor has agreed with the Administrative Agent, to execute this Grant; and
WHEREAS, the Pledgor is the owner of the Copyright Collateral, including copyright applications and registrations listed on Schedule A attached hereto.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, as security for the payment and performance of the Secured Obligations, the Pledgor hereby pledges, assigns and delivers to the Administrative Agent, for the ratable benefit of the Secured Parties, and grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a Lien upon and security interest in, all of such Pledgor’s right, title and interest in and to the Copyright Collateral, and the use thereof, together with all Proceeds thereof. This Grant has been given in conjunction with the security interest granted to the Administrative Agent under the Security Agreement, and the provisions of this Grant are without prejudice to and in addition to the provisions of the Security Agreement, which are incorporated herein by this reference.
[NAME OF PLEDGOR]
By:
Name:
Title:
BANK OF AMERICA, N.A.,
as Administrative Agent
By:
Name:
Title:
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Schedule A
COPYRIGHTS AND COPYRIGHT APPLICATIONS
Owner | Application or Registration No. | Country | Registration or Filing Date |
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EXHIBIT B
GRANT OF SECURITY INTEREST
IN PATENTS AND TRADEMARKS
This Grant of Security Interest in Patents and Trademarks (the “Grant”), dated as of November 5, 2021, is made by [NAME OF PLEDGOR] (the “Pledgor”) in favor of Bank of America, N.A., as Administrative Agent (the “Administrative Agent”).
WHEREAS, the Pledgor has entered into a Security and Pledge Agreement (as amended, modified, restated or supplemented from time to time, the “Security Agreement”; capitalized terms used herein without definition have the meanings given to them in the Security Agreement), dated as of November 5, 2021, in which the Pledgor has agreed with the Administrative Agent, to execute this Grant; and
WHEREAS, the Pledgor is the owner of the Patent Collateral and Trademark Collateral, including the patent and trademark applications and registrations listed on Schedule A attached hereto.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, as security for the payment and performance of the Secured Obligations, the Pledgor hereby pledges, assigns and delivers to the Administrative Agent, for the ratable benefit of the Secured Parties, and grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a Lien upon and security interest in, all of such Pledgor’s right, title and interest in and to the Patent Collateral and Trademark Collateral, and the use thereof, together with all Proceeds thereof. This Grant has been given in conjunction with the security interest granted to the Administrative Agent under the Security Agreement, and the provisions of this Grant are without prejudice to and in addition to the provisions of the Security Agreement, which are incorporated herein by this reference.
[NAME OF PLEDGOR]
By:
Name:
Title:
BANK OF AMERICA, N.A.,
as Administrative Agent
By:
Name:
Title:
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Schedule A
TRADEMARKS AND TRADEMARK APPLICATIONS
Owner | Mark | Application or Registration No. | Country | Issue or |
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PATENTS AND PATENT APPLICATIONS
Owner | Application or Registration No. | Country | Inventor | Issue or |
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EXHIBIT C
FORM OF
PLEDGOR ACCESSION
THIS PLEDGOR ACCESSION (this “Accession”), dated as of _____________, ____, is executed and delivered by [NAME OF NEW PLEDGOR], a ______________ corporation (the “New Pledgor”), in favor of Bank of America, N.A., in its capacity as Administrative Agent under the Credit Agreement referred to hereinbelow (in such capacity, the “Administrative Agent”), pursuant to the Security Agreement (as defined below).
Reference is made to the Credit Agreement, dated as of November 5, 2021, 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, Crawford & Company (Canada) Inc., a corporation incorporated under the laws of Canada, Crawford & Company (Australia) Pty. Ltd., a proprietary limited company organized in Australia (ACN 002 317 133), the Lenders party thereto, the Administrative Agent and the other Persons party thereto (as amended, modified, restated or supplemented from time to time, the “Credit Agreement”). In connection with and as a condition to the initial and continued extensions of credit under the Credit Agreement, (i) certain Subsidiaries, pursuant to a Guaranty Agreement, dated as of November 5, 2021 (as amended, modified, restated or supplemented from time to time, the “Guaranty Agreement”), have guaranteed the payment in full of the obligations of Crawford under the Credit Agreement and the other Loan Documents (as defined in the Credit Agreement), and (ii) Crawford and certain Subsidiaries, pursuant to a Security and Pledge Agreement, dated as of November 5, 20121 (as amended, modified, restated or supplemented from time to time, the “Security Agreement”), have granted in favor of the Administrative Agent a security interest in and Lien upon the Collateral described therein as security for their obligations under the Credit Agreement, the Guaranty Agreement and the other Loan Documents. Capitalized terms used herein without definition shall have the meanings given to them in the Security Agreement.
Crawford has agreed under the Credit Agreement to cause each future Material Domestic Subsidiary to become a party to the Guaranty Agreement as a guarantor thereunder and to the Security Agreement as a Pledgor thereunder. The New Pledgor is (a) a Material Domestic Subsidiary of Crawford and, as required by the Credit Agreement, has become a guarantor under the Guaranty Agreement as of the date hereof or (b) a Person Crawford has determined should become, and has become, a party to the Guaranty Agreement as a guarantor as of the date hereof. The New Pledgor will obtain benefits as a result of the continued extension of credit to each Borrower under the Credit Agreement, which benefits are hereby acknowledged, and, accordingly, desire to execute and deliver this Accession. Therefore, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and to induce the Lenders to continue to extend credit to each Borrower under the Credit Agreement, the New Pledgor hereby agrees as follows:
1. The New Pledgor hereby joins in and agrees to be bound by each and all of the provisions of the Security Agreement as a Pledgor thereunder. In furtherance (and without limitation) of the foregoing, pursuant to Section 2.1 of the Security Agreement, and as security for all of the Secured Obligations, the New Pledgor hereby pledges, assigns and delivers to the Administrative Agent, for the ratable benefit of the Secured Parties, and grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a Lien upon and security interest in, all of its right, title and interest in and to the Collateral as set forth in Section 2.1 of the Security Agreement, all on the terms and subject to the conditions set forth in the Security Agreement.
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2. The New Pledgor hereby represents and warrants that (i) Schedule 1 hereto sets forth all information required to be listed on Annexes A, B, C, D, E, F, G, H and I to the Security Agreement in order to make each representation and warranty relating to it contained in Sections 3.1 and 3.2 of the Security Agreement qualified as to materiality true and correct and those not so qualified true and correct in all material respects, in each case as of the date hereof and after giving effect to this Accession (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), and (ii) after giving effect to this Accession and to the incorporation into such Annexes, as applicable, of the information set forth in Schedule 1, each representation and warranty relating to it contained in Article III of the Security Agreement qualified as to materiality is true and correct and those not so qualified are true and correct in all material respects, in each case as of the date hereof and after giving effect to this Accession (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).
3. This Accession shall be a Loan Document (within the meaning of such term under the Credit Agreement), shall be binding upon and enforceable against the New Pledgor and its successors and assigns, and shall inure to the benefit of and be enforceable by each Secured Party and its successors and assigns. This Accession and its attachments are hereby incorporated into the Security Agreement and made a part thereof.
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IN WITNESS WHEREOF, the New Pledgor has caused this Accession to be executed under seal by its duly authorized officer as of the date first above written.
[NAME OF NEW PLEDGOR]
By: ________________________________
Title: ________________________________
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Schedule 1
Information to be added to Annex A of the Security Agreement:
FILING LOCATIONS
Name of Pledgor | Filing Location |
| Secretary of State of ____________ |
Information to be added to Annex B of the Security Agreement:
JURISDICTION OF ORGANIZATION, CERTAIN LOCATIONS
[Name of Pledgor:]
Jurisdiction of Incorporation/Organization: | ______________________ |
Federal Tax ID no.: | ______________________ |
Organizational ID no.: | ______________________ [N/A] |
Chief Executive Office Address: | ______________________ ______________________ ______________________ |
Records Related to Collateral: | ______________________ ______________________ ______________________ |
Locations of Equipment or Inventory: | ______________________ ______________________ ______________________ |
Other places of business: | ______________________ ______________________ ______________________ |
Trade/fictitious or prior corporate names (last five years): | ______________________ |
Names used in tax filings (last five years): | ______________________ |
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Information to be added to [Annexes C/D/E/F/G/H/I] of the Security Agreement:
[Complete as applicable]
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EXHIBIT D
PLEDGE AMENDMENT
THIS PLEDGE AMENDMENT, dated as of _______________, _____, is delivered by [NAME OF PLEDGOR] (the “Pledgor”) pursuant to Section 5.1 of the Security Agreement referred to hereinbelow. The Pledgor hereby agrees that this Pledge Amendment may be attached to the Security and Pledge Agreement, dated as of November 5, 2021, made by the Pledgor and certain other pledgors named therein in favor of Bank of America, N.A., as Administrative Agent (as amended, modified, restated or supplemented from time to time, the “Security Agreement,” capitalized terms defined therein being used herein as therein defined), and that the Pledged Equity listed on Schedule 1 to this Pledge Amendment shall be deemed to be part of the Pledged Equity within the meaning of the Security Agreement and shall become part of the Collateral and shall secure all of the Secured Obligations as provided in the Security Agreement. This Pledge Amendment and its attachments are hereby incorporated into the Security Agreement and made a part thereof.
[NAME OF PLEDGOR]
By: ________________________________
Title: ________________________________
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Schedule 1
PLEDGED EQUITY
Name of Issuer | Type of | Certificate | No. of shares | Percentage of |
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