EXHIBIT 10.7
AMENDED AND RESTATED PLEDGE AGREEMENT
OF DOMESTIC SUBSIDIARIES
THIS AMENDED AND RESTATED PLEDGE AGREEMENT OF DOMESTIC SUBSIDIARIES (this
"Agreement") dated as of November 30, 2001 by and among CCC INFORMATION SERVICES
INC., a Delaware corporation (the "Company"), and the other Pledgors listed on
Schedule I attached hereto ("Subsidiary Pledgors") (the Company and the
Subsidiary Pledgors are collectively hereinafter referred to as the "Pledgors")
and LASALLE BANK NATIONAL ASSOCIATION, a national banking association, in its
capacity as Administrative Agent for the Lender Parties referred to below (in
such capacity, the "Administrative Agent").
WITNESSETH:
WHEREAS, the Company entered into that certain Amended and Restated Credit
Facility Agreement with certain lenders party thereto (the "Original Lenders")
and the Administrative Agent dated as of October 29, 1998 (as heretofore
amended, restated or otherwise modified, the "Original Credit Agreement"),
pursuant to which the Original Lenders made certain loans and other financial
accommodations available to the Company from time to time;
WHEREAS, in connection with the Original Credit Agreement, the Pledgors
executed that certain Pledge Agreement of Domestic Subsidiaries, dated April 17,
2001 in favor of the Administrative Agent (as heretofore amended, restated or
otherwise modified, the "Original Pledge Agreement");
WHEREAS, the Company, the Administrative Agent and certain financial
institutions party to the Original Credit Agreement (the "Lenders") desire to
amend and restate the Original Credit Agreement and enter into the Second
Amended and Restated Credit Facility Agreement (as amended, restated or
otherwise modified from time to time, the "Credit Agreement"), pursuant to which
the Lenders have agreed to make certain loans and other financial accommodations
available to the Company from time to time;
WHEREAS, each Subsidiary Pledgor, as a direct or indirect Subsidiary of the
Company, will derive substantial direct and indirect economic benefits from the
extension of such loans and other financial accommodations to the Company;
WHEREAS, the Administrative Agent and the Lenders have required, as a
further condition to entering into the Credit Agreement and to extending such
loans and other financial accommodations that each of the Pledgors enter into
this pledge of their equity ownership interests in the domestic entities listed
on Schedule I attached hereto;
WHEREAS, each of the Subsidiary Pledgors has executed and delivered a
guaranty (as amended, restated or otherwise modified from time to time, the
"Guaranty") of the obligations of the Company under the Credit Agreement, the
Notes and the other Loan Documents;
WHEREAS, the obligations of the Company under the Credit Agreement, the
Notes and the other Loan Documents and the obligations of the Subsidiary
Pledgors under the Guaranty are to be secured pursuant to this Agreement.
NOW, THEREFORE, for and in consideration of any loan, advance or other
financial accommodation heretofore or hereafter made to the Company under or in
connection with the Credit Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1. Definitions. When used herein, (a) capitalized terms which are not
otherwise defined have the meanings assigned thereto in the Credit Agreement;
and (b) the following terms have the following meanings (such meanings to be
applicable to both the singular and plural forms of such terms):
Collateral - see Section 2.
Default means the occurrence and continuance of any Event of Default
under Article 7 of the Credit Agreement.
Issuer means the issuer of any of the shares of equity ownership
interests or other securities representing all or any of the Collateral.
Lender Party means each Lender and any Affiliate of a Lender which is
a party to a Hedging Agreement with the Company.
Liabilities means (i) all obligations (monetary or otherwise) of the
Company, howsoever created, arising or evidenced, whether direct or indirect,
absolute or contingent, now or hereafter existing, or due or to become due,
which arise out of or in connection with the Credit Agreement, the Notes, this
Agreement, any other Loan Document or any document or instrument executed in
connection therewith; (ii) all Hedging Obligations owed by the Company to any
Lender Party; and (iii) all obligations (monetary or otherwise) of each
Subsidiary Pledgor under the Guaranty, any other Loan Document to which it is a
party and any other document or instrument executed by it, in each case
howsoever created, arising or evidenced, whether direct or indirect, absolute or
contingent, now or hereafter existing, or due or to become due.
2. Pledge. As security for the payment of all Liabilities, the
Pledgors hereby reaffirm and pledge to the Administrative Agent for the benefit
of the Lender Parties, and grant to the Administrative Agent for the benefit of
the Lender Parties a continuing security interest in, all of the following:
(a) All of the equity ownership interests and other securities
described in Schedule I hereto, all of the certificates and/or
instruments representing such equity ownership interests and other
securities, and all cash, securities, dividends, rights and other
property at any time and from time to time received, receivable or
otherwise distributed in respect of or in exchange for any or all of
such equity ownership interests or other securities;
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(b) All additional equity ownership interests in any of the Issuers
listed in Schedule I hereto at any time and from time to time acquired
by any of the Pledgors in any manner, all of the certificates
representing such additional equity ownership interests, and all cash,
securities, dividends, rights and other property at any time and from
time to time received, receivable or otherwise distributed in respect
of or in exchange for any or all of such equity ownership interests;
(c) All other property hereafter delivered to the Administrative Agent
in substitution for or in addition to any of the foregoing, all
certificates and instruments representing or evidencing such property,
and all cash, securities, interests, dividends, rights and other
property at any time and from time to time received, receivable or
otherwise distributed in respect of or in exchange for any or all
thereof; and
(d) All products and proceeds of all of the foregoing.
All of the foregoing are herein collectively called the "Collateral".
The Pledgors agree to deliver to the Administrative Agent, promptly upon
receipt and in due form for transfer (i.e., endorsed in blank or accompanied by
stock or bond powers executed in blank), any Collateral (other than dividends
which the Pledgors are entitled to receive and retain pursuant to Section 5
hereof) which may at any time or from time to time come into the possession or
control of the Pledgors; and prior to the delivery thereof to the Administrative
Agent, such Collateral shall be held by the Pledgors separate and apart from its
other property and in express trust for the Administrative Agent.
3. Warranties; Further Assurances. Each Pledgor warrants to the
Administrative Agent and each Lender Party that: (a) the applicable Pledgor is
(or at the time of any future delivery, pledge, assignment or transfer thereof
will be) the sole, direct, legal and equitable owner of the Collateral owned by
such Pledgor free and clear of all liens, security interests and encumbrances of
every description whatsoever other than the security interest created hereunder
and under the other Loan Documents; (b) the pledge and delivery of the
Collateral pursuant to this Agreement will create a valid perfected security
interest in the Collateral in favor of the Administrative Agent; (c) all of the
equity ownership interests referred to in Schedule I hereto are duly authorized,
validly issued, fully paid and non-assessable; (d) as to each Issuer whose name
appears in Schedule I hereto, the Collateral represents on the date hereof not
less than the applicable percentage (as shown in Schedule I hereto) of the total
equity ownership interests issued and outstanding of such Issuer; (e) the
information contained in Schedule I hereto is true and accurate in all respects;
(f) the equity ownership interests listed on Schedule I hereto are the only
equity ownership interests owned by the applicable Pledgor in any direct or
indirect Subsidiary or joint venture of such Pledgor other than equity ownership
interests (i) listed on Schedule II hereto (such equity interests have been
pledged to the Administrative Agent pursuant to a separate pledge agreement or
are not pledged to the Administrative Agent as indicated on Schedule II); and
(ii) constituting publicly-traded securities acquired by such Pledgor for the
purpose of obtaining information distributed by the issuer of such securities to
its shareholders generally, provided that the market value of the securities
described in this clause (ii) (1) did not exceed $10,000 of any individual
issuer at the time the same were acquired by such Pledgor and
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(2) does not exceed $100,000 in the aggregate as of the date hereof; (g) each
Pledgor has the right, subject to the provisions of the Loan Documents, (i) to
vote the Collateral owned by it, and (ii) to pledge and grant a security
interest in all or any part of the Collateral owned by it free of any Lien; and
(h) each Pledgor has the right (subject, however, to the Securities Act of 1933,
as amended, other applicable securities laws and/or the terms and provisions of
the Loan Documents) to otherwise transfer all or any part of the Collateral
owned by it free of any Lien.
So long as any of the Liabilities (other than contingent indemnification
obligations) shall be outstanding or any commitment shall exist on the part of
the Administrative Agent or any Lender Party with respect to the creation of any
Liabilities, each Pledgor (i) shall not, without the express prior written
consent of the Administrative Agent or as expressly permitted pursuant to the
Credit Agreement, sell, assign, exchange, pledge or otherwise transfer,
encumber, or grant any option, warrant or other right to purchase the equity
ownership interests of any Issuer which is pledged hereunder; (ii) authorizes
the Administrative Agent to file all financing statements, and amendments
thereto, deemed reasonably appropriate by the Administrative Agent in connection
with the perfection of a security interest in the Collateral owned by it (and
will pay the cost of filing or recording the same in all public offices deemed
reasonably necessary by the Administrative Agent), and will, upon the request of
the Administrative Agent, execute such financing statements, and amendments
thereto, and other documents (and pay the cost of filing or recording the same
in all public offices reasonably deemed appropriate by the Administrative Agent)
and do such other acts and things, all as the Administrative Agent may from time
to time reasonably request, to establish and maintain a valid, perfected
security interest in the Collateral owned by it (free of all other liens, claims
and rights of third parties whatsoever) to secure the performance and payment of
the Liabilities, and ratifies and affirms its authorization for any financing
statements and/or amendments thereto, filed by the Administrative Agent in any
jurisdiction prior to the date of this Agreement; (iii) will execute and deliver
to the Administrative Agent such stock powers and similar documents relating to
the Collateral owned by it, satisfactory in form and substance to the
Administrative Agent, as the Administrative Agent may reasonably request; and
(iv) will furnish the Administrative Agent or any Lender Party such information
concerning the Collateral owned by it as the Administrative Agent or such Lender
Party may from time to time reasonably request, and will permit the
Administrative Agent or any Lender Party or any designee of the Administrative
Agent or any Lender Party, from time to time at reasonable times and on
reasonable notice (or at any time without notice during the existence of a
Default), to inspect, audit and make copies of and extracts from all records and
all other papers in the possession of the Pledgors which pertain to the
Collateral owned by it, and will, upon request of the Administrative Agent at
any time when a Default has occurred and is continuing, deliver to the
Administrative Agent all of such records and papers.
The Pledgors may from time to time during the term of this Agreement, upon
written notice to the Administrative Agent, supplement Schedule I hereto;
provided that (i) the transaction or event giving rise to the need to supplement
such Schedule I is permitted by the Loan Documents, and (ii) no such supplement
shall be effective if the effect of such supplement would be to diminish,
decrease or impair in any respect Administrative Agent's security interest in
the Collateral.
4. Holding in Name of Administrative Agent, etc. The Administrative Agent
may from time to time after the occurrence and during the continuance of a
Default, without notice to
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the Pledgors, take all or any of the following actions: (a) transfer all or any
part of the Collateral into the name of the Administrative Agent or any nominee
or sub-agent for the Administrative Agent, with or without disclosing that such
Collateral is subject to the lien and security interest hereunder, (b) appoint
one or more sub-agents or nominees for the purpose of retaining physical
possession of the Collateral, (c) notify the parties obligated on any of the
Collateral to make payment to the Administrative Agent of any amounts due or to
become due thereunder, (d) endorse any checks, drafts or other writings in the
name of the Pledgors to allow collection of the Collateral, (e) enforce
collection of any of the Collateral by suit or otherwise, and surrender, release
or exchange all or any part thereof, or compromise or renew for any period
(whether or not longer than the original period) any obligations of any nature
of any party with respect thereto, and (f) take control of any proceeds of the
Collateral.
5. Voting Rights, Dividends, etc. (a) Notwithstanding the provisions of
Section4 hereof, so long as the Administrative Agent has not given the notice
referred to in paragraph (b) below:
(i) Each Pledgor shall be entitled to exercise any and all voting
or consensual rights and powers and stock purchase or
subscription rights relating or pertaining to the Collateral
owned by it or any part thereof for any purpose.
(ii) Each Pledgor shall be entitled to receive and retain any and
all lawful dividends payable in respect of the Collateral owned
by it which are paid in cash by any Issuer if such dividends are
permitted by the Credit Agreement, but all dividends and
distributions in respect of the Collateral owned by it or any
part thereof made in shares of equity ownership interests or
other property or representing any return of capital, whether
resulting from a subdivision, combination or reclassification of
Collateral or any part thereof or received in exchange for
Collateral or any part thereof or as a result of any merger,
consolidation, acquisition or other exchange of assets to which
any Issuer may be a party or otherwise or as a result of any
exercise of any stock purchase or subscription right, shall be
and become part of the Collateral hereunder and, if received by
the Pledgors, shall be forthwith delivered to the Administrative
Agent in due form for transfer (i.e., endorsed in blank or
accompanied by stock or bond powers executed in blank) to be held
for the purposes of this Agreement.
(iii) The Administrative Agent shall execute and deliver, or
cause to be executed and delivered, to the Pledgors all such
proxies, powers of attorney, dividend orders and other
instruments as the Pledgors may reasonably request for the
purpose of enabling the Pledgors to exercise the rights and
powers which it is entitled to exercise pursuant to clause (A)
above and to receive the dividends which it is authorized to
retain pursuant to clause (B) above.
(b) Upon notice from the Administrative Agent during the existence of
a Default, and so long as the same shall be continuing, all rights and
powers which
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the Pledgors are entitled to exercise pursuant to Section 5(a)(A) hereof,
and all rights of the Pledgors to receive and retain dividends pursuant to
Section 5(a)(B) hereof, shall forthwith cease, and all such rights and
powers shall thereupon become vested in the Administrative Agent which
shall have, during the continuance of such Default, the sole and exclusive
authority to exercise such rights and powers and to receive such dividends.
Any and all money and other property paid over to or received by the
Administrative Agent pursuant to this paragraph (b) shall be retained by
the Administrative Agent as additional Collateral hereunder and applied in
accordance with the provisions hereof.
6. Notices. Any notice required or permitted to be given under this
Agreement shall be sent by United States mail, telegraph, telex, fax or
nationally established overnight courier service, and shall be deemed received
(i) when received by the addressee if sent via the United States mail, postage
prepaid, (ii) when delivered to the appropriate office or machine operator for
transmission, charges prepaid, if sent by telegraph or telex (answerback
confirmed in the case of telexes), (iii) when receipt thereof by the addressee
is confirmed by telephone if sent by fax and (iv) two business days after
delivery to an overnight courier service, if sent by such service, in each case
addressed to the relevant party at the address set forth for such party on the
signature pages hereof or at such other address as may be designated by such
party in a notice sent in accordance with the terms of this Section 6 to the
other parties.
7. Remedies. Whenever a Default shall exist, the Administrative Agent may
exercise from time to time any rights and remedies available to it under the
Uniform Commercial Code as in effect from time to time in any applicable
jurisdiction or otherwise available to it. Without limiting the foregoing,
whenever a Default shall exist the Administrative Agent (a) may, to the fullest
extent permitted by applicable law, without notice, advertisement, hearing or
process of law of any kind, (i) sell any or all of the Collateral, free of all
rights and claims of the Pledgors therein and thereto, at any public or private
sale or brokers' board and (ii) bid for and purchase or allow any Lender Party
to bid for and purchase any or all of the Collateral at any such public sale,
and if permitted by applicable law, buy all or any part of the Collateral at any
such private sale and (b) shall have the right, for and in the name, place and
stead of the Pledgors, to execute endorsements, assignments, stock powers and
other instruments of conveyance or transfer with respect to all or any of the
Collateral. The Pledgors hereby expressly waive, to the fullest extent permitted
by applicable law, any and all notices, advertisements, hearings or process of
law in connection with the exercise by the Administrative Agent of any of its
rights and remedies during the continuance of a Default. Any notification of
intended disposition of any of the Collateral shall be deemed reasonably and
properly given if given at least ten (10) days before such disposition. Any
other requirement of notice, demand, or advertisement for sale is to the extent
permitted by law, waived. The Pledgors will pay to the Administrative Agent all
expenses (including without limitation, court costs and attorneys' and
paralegals' fees and expenses) of, or incident to, (i) the administration of
this Agreement, (ii) the custody or preservation of, or the sale or collection
of or other realization upon, any of the Collateral, (iii) the exercise or
enforcement of any of the rights of the Administrative Agent hereunder, or (iv)
the failure by the Pledgors to perform or observe any provision hereof. Any
proceeds of any of the Collateral may be applied by the Administrative Agent to
the payment of such expenses in connection with the Collateral, and any balance
of such proceeds may be applied by the Administrative Agent toward the payment
of such of the Liabilities, and in such
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order of application as provided in Section 1.5.3 of the Credit Agreement (and,
after payment in full of all Liabilities, any excess shall be delivered to the
Pledgors or as a court of competent jurisdiction shall direct).
The Administrative Agent is hereby authorized to comply with any limitation
or restriction in connection with any sale of Collateral as it may be advised by
counsel is necessary in order to (a) avoid any violation of applicable law
(including, without limitation, compliance with such procedures as may restrict
the number of prospective bidders or purchasers and/or further restrict such
prospective bidders or purchasers to persons or entities who will represent and
agree that they are purchasing for their own account for investment and not with
a view to the distribution or resale of such Collateral) or (b) obtain any
required approval of the sale or of the purchase by any governmental regulatory
authority or official, and the Pledgors agree that such compliance shall not
result in such sale being considered or deemed not to have been made in a
commercially reasonable manner and that the Administrative Agent shall not be
liable or accountable to the Pledgors for any discount allowed by reason of the
fact that such Collateral is sold in compliance with any such limitation or
restriction.
8. The Administrative Agent Appointed Attorney-in-Fact. The Pledgors hereby
appoint the Administrative Agent as the Pledgors' attorney-in-fact, with full
authority in the place and stead of the Pledgors and in the name of the Pledgors
or otherwise, from time to time when a Default exists and in the Administrative
Agent's discretion to take any action and to execute any instrument which the
Administrative Agent may deem necessary or advisable to accomplish the purposes
of this Agreement, including, without limitation, to receive, endorse and
collect all instruments made payable to the Pledgors representing any
distribution, interest payment or other dividend distribution in respect of the
Collateral or any part thereof and to give full discharge for the same. This
power of attorney created under this Section 8, being coupled with an interest,
shall be irrevocable for the term of this Agreement, but shall not be deemed to
authorize the Administrative Agent to take any action which the Pledgors could
not be required to take hereunder.
9. General. The Administrative Agent shall be deemed to have exercised
reasonable care in the custody and preservation of the Collateral if it takes
such action for that purpose as the Pledgors shall request in writing, but
failure of the Administrative Agent to comply with any such request shall not of
itself be deemed a failure to exercise reasonable care, and no failure of the
Administrative Agent to preserve or protect any rights with respect to the
Collateral against prior parties, or to do any act with respect to preservation
of the Collateral not so requested by the Pledgors, shall be deemed a failure to
exercise reasonable care in the custody or preservation of any Collateral.
No delay on the part of the Administrative Agent in exercising any right,
power or remedy shall operate as a waiver thereof, and no single or partial
exercise of any such right, power or remedy shall preclude any other or further
exercise thereof, or the exercise of any other right, power or remedy. No
amendment, modification or waiver of, or consent with respect to, any provision
of this Agreement shall be effective unless the same shall be in writing and
signed and delivered by the Administrative Agent and the applicable Pledgor, and
then such amendment, modification, waiver or consent shall be effective only in
the specific instance and for the specific purpose for which given.
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All obligations of the Pledgors and all rights, powers and remedies of the
Administrative Agent and the Lender Parties expressed herein are in addition to
all other rights, powers and remedies possessed by them, including, without
limitation, those provided by applicable law or in any other written instrument
or agreement relating to any of the Liabilities or any security therefor.
This Agreement shall be construed in accordance with the internal laws of
the State of Illinois (including, without limitation, 735 Illinois Compiled
Statutes ss.105/5-5). Wherever possible each provision of this Agreement shall
be interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement shall be prohibited by or invalid under
such law, such provision shall be ineffective to the extent of such prohibition
or invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Agreement.
This Agreement shall be binding upon the Pledgors and the Administrative
Agent and their respective successors and assigns, and shall inure to the
benefit of the Pledgors and the Administrative Agent and the successors and
assigns of the Administrative Agent.
This Agreement may be executed in any number of counterparts and by the
different parties hereto on separate counterparts, and each such counterpart
shall be deemed an original but all such counterparts shall together constitute
but one and the same Agreement. Delivery of an executed counterpart of this
Agreement by telefacsimile shall be equally as effective as delivery of a
manually-executed counterpart of this Agreement. Any party delivering an
executed counterpart of this Agreement by telefacsimile shall also deliver a
manually-executed counterpart of this Agreement, but the failure to deliver a
manually-executed counterpart shall not affect the validity, enforceability, and
binding effect of this Agreement.
ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH
THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, SHALL BE BROUGHT AND MAINTAINED
EXCLUSIVELY IN THE COURTS OF THE STATE OF ILLINOIS OR IN THE UNITED STATES
DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS; PROVIDED THAT ANY SUIT
SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT
THE ADMINISTRATIVE AGENT'S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH
COLLATERAL OR OTHER PROPERTY MAY BE FOUND. THE PLEDGORS HEREBY EXPRESSLY AND
IRREVOCABLY SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF ILLINOIS
AND OF THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS
FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE. EACH OF THE PLEDGORS
FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL,
POSTAGE PREPAID, TO THE ADDRESS OF THE PLEDGORS SPECIFIED IN, OR PURSUANT TO,
THE CREDIT AGREEMENT, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF
ILLINOIS. EACH OF THE PLEDGORS HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER
HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH
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COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT
IN AN INCONVENIENT FORUM.
EACH OF THE PLEDGORS, THE ADMINISTRATIVE AGENT AND (BY ACCEPTING THE
BENEFITS HEREOF) EACH LENDER PARTY HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN
ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT,
ANY NOTE, ANY OTHER LOAN DOCUMENT AND ANY AMENDMENT, INSTRUMENT, DOCUMENT OR
AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION
HEREWITH OR THEREWITH OR ARISING FROM ANY FINANCING RELATIONSHIP EXISTING IN
CONNECTION WITH ANY OF THE FOREGOING, AND AGREES THAT ANY SUCH ACTION OR
PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.
This Agreement shall become effective, and shall amend and restate the
Original Pledge Agreement upon the execution of this Agreement by the parties
signatory hereto as of the date hereof (the "Effective Date"); and from and
after the Effective Date, (i) all references made to the Original Pledge
Agreements in the Loan Documents or in any other instrument or document shall,
without more, be deemed to refer to this Agreement, as may hereafter be amended,
restated or otherwise modified, and (ii) the Original Pledge Agreement shall be
deemed amended and restated in its entirety hereby.
SIGNATURE PAGE FOLLOWS
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IN WITNESS WHEREOF, this Agreement has been duly executed and delivered as
of the day and year first written above.
CCC INFORMATION SERVICES INC.
By: /s/ Xxxx X. Xxxxxxx
------------------------------
Name: Xxxx X. Xxxxxxx
Title: Executive Vice President
and Chief Financial Officer
Address:
000 Xxxxxxxxxxx Xxxx
Xxxxxxx, XX 00000
CCC CONSUMER SERVICES INC.
By: /s/ Xxxx X. Xxxxxxx
------------------------------
Name: Xxxx X. Xxxxxxx
Title: Executive Vice President,
Chief Financial Officer and
Treasurer
Address:
0000 Xxxxx Xxxxx Xxxx 0, Xxxxx 000
Xxxxxxx, XX 00000
LASALLE BANK NATIONAL ASSOCIATION,
as Administrative Agent
By: /s/ Xxxxx X. Xxxxxxx
------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Sr. Vice President
Address:
000 Xxxxx XxXxxxx
Xxxxxxx, XX 00000
Phone: 312/000-0000
FAX: 312/000-0000
