EXHIBIT 10.4
SUPPLEMENTAL INDENTURE
THIS SUPPLEMENTAL INDENTURE is dated as of November 30, 2001, by and
between CCC Information Services Group Inc., (the "Company"), a Delaware
corporation, and Wilmington Trust Company, a Delaware banking corporation, as
trustee (the "Trustee"), and is made with reference to that certain Indenture
dated as of February 23, 2001 by and between the Company and the Trustee (the
"Indenture"). Capitalized terms used and not defined herein shall have the
meanings ascribed to such terms in the Indenture.
RECITALS
WHEREAS, the Company and the Trustee have heretofore executed and
delivered the Indenture providing for the issuance of the Notes;
WHEREAS, the Company has heretofore issued and sold $15,463,918
aggregate principal amount of Initial Notes and additional notes constituting
PIK Notes under the Indenture;
WHEREAS, the consent of the Holders of not less than a majority in
principal amount of the Outstanding Notes has been obtained pursuant to Section
9.2 of the Indenture with respect to entering into this Supplemental Indenture;
and
WHEREAS, pursuant to Sections 1.2 and 9.3 of the Indenture, an
Officers' Certificate and an Opinion of Counsel, each in the form required
pursuant to said Sections 1.2 and 9.3 have been delivered to the Trustee
simultaneously with the execution and delivery hereof;
NOW, THEREFORE, for and in consideration of the premises and
of the mutual covenants herein contained and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:
ARTICLE I
AMENDMENTS TO DEFINITIONS
SECTION 1.1. Amendments to Definition of "Consolidated Net Income." The
definition of "Consolidated Net Income" appearing in Section 1.1 of the
Indenture is hereby amended by (i) deleting the word "and" from paragraph (5)
thereof, (ii) deleting the period at the end of paragraph (6) thereof and
replacing it with a semi-colon, and (iii) adding new paragraphs (7) and (8) to
read in full as follows:
(7) any losses allocated to the Company's International Business
consistent with the Company's internal accounting policies at the time is
conducted the International Business; and
(8) any net income (or loss) attributable to any business which is
accounted for by the Company as discontinued operations in accordance with
GAAP.
SECTION 1.2. Amendments to Definition of "EBITDA." The definition of
"EBITDA" appearing in Section 1.1 of the Indenture is hereby amended by
inserting the word "and" at the end of paragraph (3) thereof and deleting
paragraphs (5), (6) and (7) thereof.
SECTION 1.3. Amendments to Definition of "Permitted Investments." The
definition of "Permitted Investment" appearing in Section 1.1 of the Indenture
is hereby amended by deleting paragraph 10 from such definition and renumbering
paragraphs (11), (12), (13), (14), (15) and (16) as paragraphs (10), (11), (12),
(13), (14) and (15), respectively.
SECTION 1.4. Amendments to Definition of "Senior Credit Facility." The
definition of "Senior Credit Facility" appearing in Section 1.1 of the Indenture
is hereby amended to read in full as follows:
"Senior Credit Facility" means the Second Amended and Restated Credit
Facility Agreement dated as of November 30, 2001 by and among CCC
Information Services Inc and the lenders that are parties thereto and La
Salle Bank National Association (as administrative agent and issuing
bank)."
SECTION 1.5. Deletion of Certain Definitions." The definitions of
"DriveLogic Business," "Specified DriveLogic Operating Losses" and "Specified
International Operating Losses" appearing in Section 1.1 of the Indenture are
hereby deleted from the Indenture.
ARTICLE II
ADDITIONAL AMENDMENTS SUPPLEMENTS TO INDENTURE
SECTION 2.1. Amendment to Section 10.10. Section 10.10 is hereby amended by
(i) deleting the word "and" from paragraph (6) thereof, (ii) deleting the period
at the end of paragraph (7) thereof and inserting "; and" in lieu of the deleted
period, and (iii) adding a new paragraph (8) to read in full as follows:
"(8) the transactions provided for and contemplated by the Purchase
Agreement dated as of November 29, 2001 among the Company, White River
Ventures, Inc., Capricorn Investors II, L.P. and Capricorn Investors III,
L.P. and the exhibits and schedules thereto and the rights offering made
pursuant to the Company's prospectus supplement dated November 30, 2001 to
its prospectus dated July 27, 2001."
SECTION 2.2. Amendment to Section 10.15. Section 10.15 is hereby amended by
adding a new subsection (i) to read in full as follows:
(i) Notwithstanding paragraphs (a) through (h) of this Section 10.15,
if a Change of Control occurs, in lieu of making a Change of Control Offer
pursuant to this Section 10.15, the Company shall have the right to redeem
the Notes (a "Change of Control Redemption"), in whole but not in part, in
cash at the Redemption Price, plus any accrued and unpaid interest,
including Additional Payments, if any, to the Redemption Date. The Company
shall mail or cause to be mailed a notice of a Change of Control
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Redemption within 30 business days following a Change of Control. Any
Change of Control Redemption shall be effected pursuant to the
provisions of Sections 11.1 through 11.7 of this Indenture.
SECTION 2.3. Amendment to Section 11.1. Section 11.1 is hereby amended by
inserting, at the beginning of such section, the words "In addition to its right
to make a Change of Control Redemption,".
SECTION 2.4. Amendment to Form of Note. Paragraph (6) of the Form of
Reverse of Note set forth in Exhibit A to the Indenture is hereby amended by
inserting the word "also" between the words "are" and "redeemable. Said
Paragraph (6) of the Form of Reverse of Note is hereby further amended by
inserting a new sentence at the beginning of such paragraph to read in full as
follows:
Upon the occurrence of a Change of Control, the Company has the right
to redeem the Notes (a "Change of Control Redemption"), in whole but not in
part, in cash at the Redemption Price, plus any accrued and unpaid
interest, including Additional Payments, if any, to the Redemption Date.
ARTICLE III
MISCELLANEOUS
SECTION 3.1. Section 9.2 of the Indenture. This Supplemental Indenture is a
supplemental indenture pursuant to Section 9.2 of the Indenture. Upon execution
and delivery of this Supplemental Indenture, the terms and conditions of this
Supplemental Indenture shall be part of the terms and conditions of the
Indenture for any and all purposes, and all the terms and conditions of both
shall be read together as though they constitute one and the same instrument,
except that in case of conflict, the provisions of this Supplemental Indenture
will control.
SECTION 3.2. Full Force and Effect. Except as they have been modified in
this Supplemental Indenture, each and every term and provision of the Indenture
shall continue in full force and effect, and all references to the Indenture in
the Indenture shall be deemed to mean the Indenture as supplemented and amended
pursuant hereto.
SECTION 3.3. Counterparts. This Supplemental Indenture may be executed in
any number of counterparts and in separate counterparts, each of which when so
executed shall be deemed to be an original, but all of which counterparts shall
together constitute but one and the same instrument.
SECTION 3.4. Governing Law. This Supplemental Indenture shall be governed
by and construed in accordance with the laws of the State of New York without
giving effect to principles of conflicts of laws.
SECTION 3.5. Headings. The headings of the Articles and Sections of this
Supplemental Indenture have been inserted for convenience of reference only, and
are not to be considered a part hereof and shall in no way modify or restrict
any of the terms and provisions hereof.
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IN WITNESS WHEREOF, the parties have caused this Supplemental Indenture to
be duly executed as of the day and year first above written.
CCC INFORMATION SERVICES GROUP, INC.
By:/s/ Xxxx X. Xxxxxxx
---------------------------------
Name: Xxxx X. Xxxxxxx
Title: Executive Vice President
and Chief Financial Officer
WILMINGTON TRUST COMPANY, as Trustee
By:/s/ Xxxx X. St. Xxxxx
---------------------------------
Name: Xxxx X. St. Amand
Title: Assistant Vice President
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