EXHIBIT 10.9
AMENDED AND RESTATED PLEDGE AGREEMENT
This Amended and Restated Pledge Agreement ("Agreement") is dated as of
November 30, 2001, between CCC Information Services Group Inc., a Delaware
corporation (the "Pledgor"), and LaSalle Bank National Association, as
Administrative Agent (in such capacity, the "Agent") and representative of the
Lenders and Issuing Bank under the Credit Agreement referred to below. Terms
capitalized and used herein which are not otherwise defined herein shall have
the meanings given them in the Credit Agreement referred to below.
Recitals
WHEREAS, CCC Information Services Inc. (the "Borrower"), the Agent and
certain lenders (the "Original Lenders") entered into that certain Amended and
Restated Credit Facility Agreement dated as of October 29, 1998 (as heretofore
amended or otherwise modified, the "Original Credit Agreement") pursuant to
which the Original Lenders agreed to make loans and certain other extensions of
credit and financial accommodations to Borrower;
WHEREAS, pursuant to the Original Credit Agreement, the Pledgor executed in
favor of the Agent, as representative of the Original Lenders, a Guaranty (the
"Original Guaranty") pursuant to which the Pledgor has guaranteed the payment
and performance of all of the Obligations (as defined in the Original Guaranty)
and a Pledge Agreement (the "Original Pledge Agreement") pursuant to which all
of Pledgor's obligations under the Original Guaranty were secured by, among
other things, a pledge of all of Borrower's capital stock;
WHEREAS, the Borrower, the Agent and certain financial institutions party
to the Original Credit Agreement (the "Lenders") are entering into the Second
Amended and Restated Credit Agreement (as amended, restated or otherwise
modified from time to time, the "Credit Agreement") pursuant to which the
Pledgor is amending and restating the Original Guaranty by entering into an
Amended and Restated Guaranty (as amended, restated or supplemented from time to
time, the "Guaranty");
WHEREAS, the Lenders have required as a condition, among others, to the
effectiveness of the Credit Agreement and making Advances thereunder and in
order to secure the prompt and complete payment, observance and performance of
(i) all of the Obligations (as defined in the Guaranty) and (ii) all of the
Pledgor's obligations and liabilities under this Agreement (all such obligations
and liabilities of the Pledgor collectively referred to herein as the
"Liabilities") that the Pledgor execute and deliver this Agreement to the Agent;
and
WHEREAS, the Pledgor is the owner of all of the shares of the issued and
outstanding capital stock of Borrower.
NOW, THEREFORE, for and in consideration of the foregoing and of any
financial accommodations or extensions of credit (including, without limitation,
any loan or advance by renewal, refinancing or extension of the agreements
described hereinabove or otherwise)
heretofore, now or hereafter made to or for the benefit of the Borrower by any
of the Lenders, the Issuing Bank or the Agent in connection with the
transactions contemplated by the Credit Agreement as the same may be amended or
modified from time to time, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:
1. Grant of Security Interest. The Pledgor hereby reaffirms and grants to
the Agent for the benefit of the Lenders as security for the prompt and complete
payment, observance and performance of the Liabilities, a security interest in
(i) all of the shares, whether now owned or hereafter acquired, of the capital
stock of the Borrower (such shares of stock of the Borrower collectively
referred to herein as the "Pledged Shares"), (ii) all warrants, options and
other rights to acquire capital stock of the Borrower now or at any time or
times hereafter owned by the Pledgor (the "Rights"), and (iii) all proceeds
thereof (the Pledged Shares, the Rights, together with the "Powers" (as defined
below), the property and interests in property described in paragraphs 7 and 8
below, dividends and distributions payable with respect to the Pledged Shares
pursuant to paragraph 4 below, and all proceeds of any of the foregoing being
hereinafter collectively referred to as the "Pledged Collateral"). The Pledgor
agrees to execute and deliver to the Agent such stock powers and such other
documents of transfer as the Agent may from time to time reasonably request to
enable the Agent to transfer the Pledged Shares and the Rights into its name or
the name of its nominee (all of the foregoing are hereinafter collectively
referred to as the "Powers").
2. Perfection of Security Interest. The Pledgor agrees (i) immediately to
deliver to the Agent or the Agent's nominee all certificates evidencing any of
the Pledged Collateral which may at any time come into the possession of the
Pledgor, (ii) to execute and deliver to the Agent such financing statements as
the Agent may request with respect to the Pledged Collateral, and (iii) to take
such other steps as the Agent may from time to time reasonably request to
perfect the Agent's security interest in the Pledged Collateral under applicable
law. The Pledgor further agrees, at the reasonable request of the Agent, to use
its best efforts to cause the Borrower to issue, in substitution for existing
certificates evidencing any of the Pledged Collateral, one or more new
certificates ("Substitute Certificate(s)") intended to evidence the Pledged
Collateral evidenced by the certificates which are exchanged for the Substitute
Certificate(s), and the Pledgor shall immediately thereafter deliver such
Substitute Certificates to the Agent, together with appropriate Powers. The
Pledgor agrees that this Agreement or a photocopy of this Agreement shall be
sufficient as a financing statement.
3. Voting Rights. During the term of this Agreement, and so long as no
Event of Default shall have occurred and is continuing, the Pledgor shall have
the right to vote the Pledged Shares and exercise any voting rights pertaining
to the Pledged Collateral (which may, subject to any registration of the Agent's
security interest pursuant to paragraph 2 above, be registered on the books and
records of the Borrower in the Pledgor's name except as otherwise provided in
paragraph 12 below), and to give consents, ratifications and waivers with
respect thereto, for all purposes not prohibited by the terms of the Credit
Agreement, or any of the other Loan Documents. The Agent shall, at the request
of the Pledgor, provide the Pledgor with appropriate proxies and any other
documents necessary or appropriate to permit the Pledgor to exercise the rights
set forth in the preceding sentence. After the occurrence and during the
continuance of an Event of Default, the Agent shall be entitled, at the Agent's
option and
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following written notice from the Agent to the Pledgor, to exercise all voting
powers pertaining to the Pledged Collateral and to give, exclusively, consents,
ratifications and waivers with respect thereto for all purposes.
4. Dividends and Other Distributions. The Pledgor represents and confirms
that it has sent a written notice (the "Dividends and Distributions Notice") to
the Borrower (with a copy thereof to the Agent) irrevocably instructing the
Borrower to remit all dividends and other distributions payable with respect to
the Pledged Collateral to the Agent upon the Agent's written request therefor
which request shall only be made upon the request of the Required Lenders after
an Event of Default shall have occurred and as long as such Event of Default
shall be continuing and shall remain in effect during the continuance of any
Event of Default. Such dividends and/or distributions, if and when, remitted to
the Agent shall be applied to the Liabilities. Nothing contained in this
paragraph 4 shall be deemed to permit the payment of any dividend or the making
of any distribution which is prohibited by the Credit Agreement or any of the
other agreements and documents executed in connection with the transactions
contemplated thereby.
5. Representations. As of the date hereof, the Pledgor warrants and
represents as follows:
(a) The Pledgor is the sole, direct, legal and beneficial owner of the
Pledged Shares and such stock has been duly authorized and is fully paid and
nonassessable;
(b) The Pledged Shares constitute all of the outstanding capital stock
of the Borrower;
(c) The Pledgor has full corporate power and authority to enter into
this Agreement;
(d) There are no restrictions upon the voting rights associated with,
or the transfer of, any of the Pledged Collateral except as provided by (i) any
law applicable to the sale of securities generally, and/or (ii) the terms and
provisions of the Loan Documents;
(e) The Pledgor has the right, subject to the provisions of the Loan
Documents, (i) to vote the Pledged Collateral, and (ii) to pledge and grant a
security interest in all or any part of the Pledged Collateral free of any Lien;
(f) The Powers with respect to the Pledged Shares have been duly
executed and delivered to Agent and give the Agent the authority they purport to
confer; and
(g) The Pledgor has heretofore pledged and delivered the Pledged
Shares to Agent and such pledge and delivery has created a valid perfected
security interest in the Pledged Shares in favor of the Agent, and the pledge
and delivery of any other Pledged Collateral pursuant to this Agreement will
create a valid security interest in the Pledged Collateral in favor of the
Agent.
6. Subsequent Changes Affecting Pledged Collateral. The Pledgor
represents to the Agent that the Pledgor has made its own arrangements for
keeping informed of changes or
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potential changes affecting the Pledged Collateral (including, but not limited
to, rights to convert, rights to subscribe, payment of dividends, reorganization
or other exchanges, tender offers and voting rights), and the Pledgor agrees
that neither the Agent nor any Lender shall have any responsibility or liability
for informing the Pledgor of any such changes or potential changes or for taking
any action or omitting to take any action with respect thereto.
7. Pledged Shares Adjustments. In the event that, during the term of this
Agreement, any stock dividend, reclassification, readjustment or other change is
declared or made in the capital structure of the Borrower (including, without
limitation, the issuance of additional shares of capital stock of the Borrower),
or any of the Rights are exercised, or both, then the Agent shall have a
security interest in (i) the number of additional shares of the capital stock of
the Borrower required so that Agent has a security interest in the total number
of issued and outstanding shares of each class of the capital stock of the
Borrower, and (ii) all non-equity securities issued to or acquired by the
Pledgor by reason of any such change or exercise, and such shares or other
securities, shall become part of the Pledged Collateral; provided, however, that
nothing contained in this paragraph 7 shall be deemed to permit any stock
dividend, issuance of additional stock, reclassification, readjustment or other
change in the capital structure of the Borrower which is prohibited by the
Credit Agreement or any of the agreements and documents executed in connection
with the transactions contemplated thereby.
8. Warrants, Options and Other Rights. In the event that, during the term
of this Agreement, subscription warrants or any other rights or options shall be
issued by the Borrower in connection with the Pledged Collateral to Pledgor or
otherwise issued to or acquired by the Pledgor, then Agent shall have a security
interest in such warrants, rights and options, and such warrants, rights and
options shall become part of the Pledged Collateral; provided, however, that
nothing contained in this paragraph 8 shall be deemed to permit the issuance of
any warrants or other rights or options by the Borrower which is prohibited by
the Credit Agreement or any agreement or document executed in connection with
the transactions contemplated thereby.
9. Registration. Upon or at any time after the occurrence and during the
continuance of an Event of Default, in the event the Agent determines to
exercise its right to sell the Pledged Collateral pursuant to paragraph 12
below, the Pledgor shall, upon the request of Agent, at the Pledgor's expense,
take such steps as Agent may request to comply with any statute, regulation or
other law or rule which must be complied with prior to the sale (including,
without limitation, public sale) of all or any part of the Pledged Collateral in
any jurisdiction in which the Agent may desire to sell such Pledged Collateral,
including, without limitation, (i) the United States Securities Act of 1933, the
United States Securities Exchange Act of 1934, the securities or "Blue Sky" laws
of the states of the United States and any rules or regulations issued under any
of the foregoing, and (ii) similar laws in effect from time to time in any other
applicable foreign jurisdiction.
The Pledgor will reimburse the Agent for any expense incurred by the Agent,
including, without limitation, reasonable attorneys' and accountants' fees and
expenses, in connection with the foregoing. Upon or at any time after the
occurrence and during the continuance of an Event of Default, should the Agent
or the Required Lenders determine that prior to any public offering of any
securities constituting all or any part of the Pledged Collateral such
securities should be registered under the Securities Act and/or registered or
qualified under any other federal or state
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law, or any similar laws in effect from time to time in any other law in any
jurisdiction, and that such registration and/or qualification is not practical,
then the Pledgor agrees that it will be commercially reasonable if a private
sale is arranged, upon at least ten (10) days' notice to the Pledgor, so as to
avoid a public offering, even though the sales price established and/or obtained
at such private sale may be substantially less than prices which could have been
obtained for such security on any market or exchange or in any other public
sale.
10. No Discharge. The Pledgor shall remain bound and its liabilities
hereunder shall be unconditional, irrespective of (i) the validity or
enforceability, avoidance or subordination of the Liabilities, (ii) the absence
of any attempt to collect the Liabilities from the Borrower or any other
guarantor or other action to enforce the same or the election of any remedy by
the Agent or any of the Lenders, (iii) the waiver, consent, extension,
forbearance or granting of any indulgence by the Agent or any of the Lenders
with respect to any provision of any of the Loan Documents, (iv) failure by the
Agent to take any steps to perfect and maintain its security interest in, or to
preserve its rights to, any of the Pledged Collateral, (v) the election by Agent
or any of the Lenders in any proceeding instituted under Chapter 11 of the
Bankruptcy Code of the application of Section 1111(b)(2) of the Bankruptcy Code,
(vi) any borrowing or grant of a security interest by the Borrower, as
debtor-in-possession, under Section 364 of the Bankruptcy Code, (vii) the
disallowance under Section 502 of the Bankruptcy Code of all or any portion of
the claims of the Lenders for repayment of the Liabilities, or (viii) any other
circumstance which might otherwise constitute a legal or equitable discharge or
defense of a guarantor or of the Borrower, all of the foregoing being expressly
waived by the Pledgor.
11. Waivers. The Pledgor, hereby waives any requirement of diligence,
presentment, demand of payment, filing of claims with a court in the event of
receivership or bankruptcy of the Borrower, protest or notice with respect to
the Liabilities, the benefit of any statutes of limitation, and all demands
whatsoever (and shall not require that the same be made on the Borrower as a
condition precedent to the Pledgor's liabilities hereunder), and covenants that
this Agreement will not be discharged, except as provided in paragraph 13
hereunder.
12. Remedies of Agent Following an Event of Default. The Agent may, upon or
at any time after the occurrence and during the continuance of an Event of
Default, at its option, transfer or register the Pledged Collateral or any part
thereof into its or its nominee's name with or without any indication that such
Pledged Collateral is subject to the security interest hereunder. The Pledgor
hereby appoints the Agent as its attorney-in-fact to arrange at the Agent's
option for such transfer. The Agent shall have, in addition to the foregoing and
any other rights given under this Agreement or by law, all of the rights and
remedies with respect to the Pledged Collateral of a secured party under the
Uniform Commercial Code as in effect in the State of Illinois. In addition,
following the occurrence and during the continuance of an Event of Default, the
Agent shall have such powers of sale and other powers as may be conferred by
applicable law. With respect to the Pledged Collateral or any part thereof which
shall then be in or shall thereafter come into the possession or custody of the
Agent or which the Agent shall otherwise have the ability to transfer under
applicable law, the Agent may, in its sole discretion, without notice except as
specified below, following the occurrence and during the continuance of an Event
of Default, sell or cause the same to be sold at any broker's board or at public
or private sale, in one or more sales or lots, at such price as the Agent may
deem best, for cash or on credit or for future delivery, without assumption of
any credit risk on the part of the Agent or any
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Lender and the purchaser of any or all of the Pledged Collateral so sold shall
thereafter own the same, absolutely free from any claim, encumbrance or right of
any kind whatsoever. Unless any of the Pledged Collateral threatens to decline
speedily in value or is or becomes of a type sold on a recognized market, the
Agent will give the Pledgor reasonable notice of the time and place of any
public sale thereof, or of the time after which any private sale or other
intended disposition is to be made. Any sale of the Pledged Collateral shall be
conducted in a manner which is at least in conformity with reasonable commercial
practices of banks, commercial finance companies, insurance companies or other
financial institutions disposing of property similar to the Pledged Collateral
and any such sale shall be deemed to be commercially reasonable. Notwithstanding
any provision to the contrary contained herein, any requirements of reasonable
notice shall be met if ten (10) Business Days' notice of such sale or
disposition is provided to the Pledgor. Any other requirement of notice, demand
or advertisement for sale is, to the extent permitted by law, waived. The Agent
or any Lender may, in its own name or in the name of a designee or nominee, buy
all or any part of the Pledged Collateral at any public sale and, if permitted
by applicable law, buy all or any part of the Pledged Collateral at any private
sale. The Pledgor will pay to the 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 Pledged Collateral, (iii) the exercise or enforcement of any of the rights
of the Agent hereunder, or (iv) the failure by the Pledgor to perform or observe
any provision hereof. In view of the fact that federal and state securities laws
and securities laws in other foreign jurisdictions may impose certain
restrictions on the method by which a sale of the Pledged Collateral may be
effected after the occurrence and during the continuance of an Event of Default,
the Pledgor agrees the Agent may, from time to time, attempt to sell all or any
part of the Pledged Collateral by means of a private placement restricting the
bidders and prospective purchasers to those who are qualified and will represent
and agree that they are purchasing for investment only and not for distribution.
In so doing, the Agent may solicit offers to buy the Pledged Collateral, or any
part of it, from a limited number of investors deemed by the Agent, in its
reasonable judgment, to be financially responsible parties who might be
interested in purchasing the Pledged Collateral. If the Agent solicits such
offers, then the acceptance by the Agent of the highest offer obtained therefrom
shall be deemed to be a commercially reasonable method of disposing of such
Pledged Collateral.
13. Term. This Agreement shall remain in full force and effect until all of
the Liabilities shall have been paid and satisfied in full in cash or
immediately available funds and all of the Commitments shall have been
terminated. If at any time all or any part of any payment theretofore applied by
the Agent or any Lender to any of the Liabilities is or must be rescinded or
returned by the Agent or such Lender for any reason whatsoever (including the
insolvency, bankruptcy or reorganization of Borrower or any Subsidiary of
Borrower), such Liabilities shall, for the purposes of this Agreement, to the
extent that such payment is or must be rescinded or returned, be deemed to have
continued in existence, notwithstanding such application by the Agent or such
Lender, and this Agreement shall continue to be effective or be reinstated, as
the case may be, as to such Liabilities, all as though such application by the
Agent or such Lender had not been made.
14. Agent's Exercise of Rights and Remedies Upon the Occurrence and During
the Continuance of an Event of Default. Notwithstanding anything set forth
herein to the contrary, it
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is hereby expressly agreed that, upon occurrence and during the continuance of
an Event of Default, the Agent may, and upon the written direction of the
Required Lenders, shall, exercise any of the rights and remedies provided in
this Agreement, the Credit Agreement or any other instrument, document or
agreement executed in connection therewith.
15. Definitions. The singular shall include the plural and vice versa and
any gender shall include any other gender as the context may require.
16. Successors and Assigns. This Agreement shall be binding upon and inure
to the benefit of the Pledgor, the Agent and their respective successors and
assigns. The Pledgor's successors and assigns shall include, without limitation,
a receiver, trustee or debtor-in-possession of or for the Pledgor.
17. Applicable Law. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of Illinois (including, without
limitation, 735 Illinois Compiled Statues ss.105/5-5). Whenever 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 held to be prohibited or invalid under applicable law, such provision
shall be ineffective only to the extent of such prohibition or invalidity,
without invalidating the remainder of such provision or the remaining provisions
of this Agreement.
18. Further Assurances. The Pledgor agrees that it will cooperate with the
Agent and will execute and deliver, or cause to be executed and delivered, all
such other stock powers, proxies, instruments, documents, and will take all such
other action, including, without limitation, the filing of financing statements,
as the Agent may reasonably request from time to time in order to carry out the
provisions and purposes hereof.
19. Consent to Jurisdiction and Service of Process; Waiver of Jury Trial.
All judicial proceedings brought against the Pledgor with respect to this
Agreement shall be brought and maintained exclusively in any State or Federal
court of competent jurisdiction in the State of Illinois, and by execution and
delivery of this Agreement, the Pledgor accepts, for itself and in connection
with its properties, generally and unconditionally, the nonexclusive
jurisdiction of the aforesaid courts, and irrevocably agrees to be bound by any
final judgment rendered thereby in connection with this Agreement from which no
appeal has been taken or is available. The Pledgor irrevocably designates and
appoints CCC Information Services Inc., as its agent for service of all process
in any such proceeding in any such court, such service being hereby acknowledged
by such person to be effective and binding service in every respect. The Pledgor
irrevocably consents to the service of process of any of the aforementioned
courts in any such action or proceeding by the mailing of copies thereof by
registered or certified mail, postage prepaid, to its notice address specified
on the signature pages hereof, such service to become effective four (4) days
after such mailing. EACH OF THE PLEDGOR, AGENT AND BY ITS ACCEPTANCE OF THE
BENEFITS HEREOF, EACH LENDER IRREVOCABLY WAIVES (A) TRIAL BY JURY IN ANY ACTION
OR PROCEEDING WITH RESPECT TO THIS AGREEMENT (AND THE AGENT HEREBY WAIVES ANY
SUCH TRIAL BY JURY), AND (B) ANY OBJECTION (INCLUDING, WITHOUT LIMITATION, ANY
OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON
CONVENIENCES) WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING
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OF ANY SUCH ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT IN ANY
JURISDICTION SET FORTH ABOVE. Nothing herein shall affect the right to serve
process in any other manner permitted by law or shall limit the right of any
Lender to bring proceedings against the Pledgor in the courts of any other
jurisdiction.
20. Agent Appointed Attorney-in-Fact. The Pledgor hereby appoints the Agent
as the Pledgor's attorney-in-fact, with full authority in the place and stead of
the Pledgor and in the name of the Pledgor or otherwise, from time to time in
the Agent's discretion to take any action and to execute any instrument which
the 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 Pledgor representing any distribution, interest
payment or other dividend distribution in respect of the Pledged Collateral or
any part thereof and to give full discharge for the same. This power of attorney
created under this paragraph 20, being coupled with an interest, shall be
irrevocable for the term of this Agreement, but shall not be deemed to authorize
the Agent to take any action which the Pledgor could not be required to take
hereunder.
21. Agent's Duty. The Agent shall not be liable for any acts, omissions,
errors of judgment or mistakes of fact or law including, without limitation,
acts, omissions, errors or mistakes with respect to the Pledged Collateral,
except for the accounting for moneys actually received by it hereunder and those
arising out of or in connection with the Agent's (i) gross negligence or willful
misconduct, or (ii) failure to use reasonable care with respect to the safe
custody of any certificate evidencing any of the Pledged Collateral which is in
the physical possession of the Agent. Without limiting the generality of the
foregoing, the Agent shall be under no obligation to take any steps necessary to
preserve rights in the Pledged Collateral against any other parties but may do
so at its option, and all expenses incurred in connection therewith shall be for
the sole account of the Pledgor, and shall be added to the Liabilities secured
hereby.
22. Notices. Any notice or other communication herein required or permitted
to be given shall be in writing and may be personally served, telecopied,
telexed or sent by courier service or United States mail and shall be deemed to
have been given when delivered in person or by courier service, upon receipt of
a telecopy or telex or four (4) Business Days after being deposited in the
United States mail (registered or certified mail, with postage prepaid and
properly addressed). For the purposes hereof, the addresses of the parties
hereto (until notice of a change thereof is delivered as provided in this
paragraph) shall be as set forth below each party's name on the signature pages
hereof, or, as to each party, at such other address as may be designated by such
party in a written notice to each of the other parties.
23. Counterparts. This Agreement may be executed in separate counterparts,
each of which shall be an original and all of which taken together shall
constitute one and the same instrument.
24. Section Headings. The section headings herein are for convenience of
reference only, and shall not affect in any way the interpretation of any of the
provisions hereof.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the Pledgor and the Agent have executed this Agreement
as of the date first written above.
CCC Information Services Group Inc., a
Delaware corporation
By: /s/ Xxxx X. Xxxxxxx
------------------------------------
Title: Executive Vice President
and Chief Financial Officer
Notice Address
--------------
c/o CCC Information Services Inc.
World Trade Center Chicago
000 Xxxxxxxxxxx Xxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxx Xxxxxxx
Facsimile: (000) 000-0000
LaSalle Bank National Association Bank,
as Administrative Agent for the Lenders
By: /s/ Xxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Sr. Vice President
LaSalle Bank National
Association 000 Xxxxx
XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx
00000 Attention:
