Exhibit 10.3
EXECUTION VERSION
GUARANTY AGREEMENT
THIS GUARANTY AGREEMENT, dated as of November 5, 2021 (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.
RECITALS
A. 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 (ACN 002 317 133) (the “Australian Borrower” and, together with Crawford, the UK Borrower and the Canadian Borrower, the “Borrowers”), certain Lenders and Bank of America, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), are parties to a Credit Agreement, dated as of the date hereof (as amended, modified, restated or supplemented from time to time, the “Credit Agreement”).
B. It is a condition to the extension of credit to each Borrower under the Credit Agreement that each Guarantor shall have agreed, by executing and delivering this Guaranty, to guarantee to the Guaranteed Parties the payment in full of the Guaranteed Obligations (as hereinafter defined). Crawford has joined this Guaranty to guarantee the Guaranteed Obligations for which it is not the primary obligor. The Guaranteed Parties are relying on this Guaranty in their decision to extend credit to each of the Borrowers under the Credit Agreement, and would not enter into the Credit Agreement without this Guaranty.
C. Each of the Borrowers and the Guarantors are engaged in related businesses and undertake certain activities and operations on an integrated basis. As part of such integrated operations, the Borrowers, among other things, will advance to the Guarantors from time to time certain proceeds of the Loans made to the Borrowers by the Lenders under the Credit Agreement. Each Guarantor will therefore obtain benefits as a result of the extension of credit to each Borrower under the Credit Agreement, which benefits are hereby acknowledged, and, accordingly, desires to execute and deliver this Guaranty.
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 Guaranteed Parties to enter into the Credit Agreement and to induce the Lenders to extend credit to each Borrower thereunder, each Guarantor hereby agrees as follows:
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IN WITNESS WHEREOF, the parties have caused this Guaranty 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 Pearsall_____________________
Name: Stephen Pearsall
Title: Director
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RISK SCIENCES GROUP, INC.,
a corporation organized under the laws of Delaware
By: /s/ Thomas J. Welch______________________
Name: Thomas J. Welch
Title: Treasurer
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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EXHIBIT A
GUARANTOR ACCESSION
THIS GUARANTOR ACCESSION (this “Accession”), dated as of _____________, ____, is executed and delivered by [NAME OF NEW GUARANTOR], a ______________ corporation (the “New Guarantor”), pursuant to the Guaranty Agreement referred to hereinbelow.
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 (the “UK Borrower”), Crawford & Company (Canada) Inc., a corporation incorporated under the laws of Canada (the “Canadian Borrower”) and Crawford & Company (Australia) Pty. LTD., a proprietary limited company organized in Australia (ACN 002 317 133) (the “Australian Borrower” and, together with Crawford, the UK Borrower and the Canadian Borrower, the “Borrowers”), 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, certain Subsidiaries of Crawford have executed and delivered a Guaranty Agreement, dated as of November 5, 2021 (as amended, modified, restated or supplemented from time to time, the “Guaranty Agreement”), pursuant to which each such Subsidiary has guaranteed the payment in full of the obligations of each Borrower under the Credit Agreement and the other Loan Documents (as defined in the Credit Agreement). Capitalized terms used herein without definition shall have the meanings given to them in the Guaranty Agreement.
Each Borrower has agreed under the Credit Agreement to cause each of its future Material Domestic Subsidiaries to become a party to the Guaranty Agreement as a guarantor thereunder. The New Guarantor is a Material Domestic Subsidiary of Crawford, or Crawford has determined New Guarantor should become a party to the Guaranty Agreement as a guarantor. The New Guarantor 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 Guarantor hereby agrees as follows:
1. The New Guarantor hereby joins in and agrees to be bound by each and all of the provisions of the Guaranty Agreement as a Guarantor thereunder. In furtherance (and without limitation) of the foregoing, pursuant to Section 1 of the Guaranty Agreement, the New Guarantor hereby irrevocably, absolutely and unconditionally, and jointly and severally with each other Guarantor, guarantees to the Guaranteed Parties the full and prompt payment, at any time and from time to time as and when due (whether at the stated maturity, by acceleration or otherwise), of all of the Guaranteed Obligations, and agrees to pay or reimburse upon demand all other obligations of the Guarantors under the Guaranty Agreement, all on the terms and subject to the conditions set forth in the Guaranty Agreement.
2. The New Guarantor hereby represents and warrants that after giving effect to this Accession, each representation and warranty related to it contained in the Credit Agreement qualified as to materiality is true an correct and those not so qualified are true and correct in all material respects, in each case on and as of the date hereof with the same effect as if made on and as of such date (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 is true and correct as of such date).
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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 Guarantor and its successors and assigns, and shall inure to the benefit of and be enforceable by each Guaranteed Party and its successors and assigns. This Accession and its attachments are hereby incorporated into the Guaranty Agreement and made a part thereof.
IN WITNESS WHEREOF, the New Guarantor has caused this Accession to be executed under seal by its duly authorized officer as of the date first above written.
[NAME OF NEW GUARANTOR]
By:
Title:
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