DECLARATION OF TRUST
This Declaration of Trust, dated as of February 12, 2001, by and
among CCC Information Services Group Inc., a Delaware corporation, as "Sponsor,"
and Xxxx X. Xxxxxxx, Xxxxxx Xxxxxxx and Wilmington Trust Company (the "Property
Trustee"), acting hereunder not in their individual capacities but solely as
"Trustees." The Sponsor and the Trustees hereby agree as follows:
1. The trust created hereby (the "Trust") shall be known as "CCC
Capital Trust" in which name the Trustees, or the Sponsor to the extent provided
herein, may conduct the business of the Trust, make and execute contracts on
behalf of the Trust and xxx and be sued on behalf of the Trust.
2. The Sponsor hereby assigns, transfers, conveys and sets over
to the Property Trustee on behalf of the Trust the sum of $10. The Trustees
hereby acknowledge receipt of such amount in trust from the Sponsor, which
amount shall constitute the initial trust estate. The Trustees hereby declare
that they will hold the trust estate in trust for the Sponsor. It is the
intention of the parties hereto that the Trust created hereby constitute a
business trust under Chapter 38 of Title 12 of the Delaware Code, 12 Del. C.
Sections 3801 et seq. (the "Business Trust Act"), and that this document
constitutes the governing instrument of the Trust. The Trustees are hereby
authorized and directed to execute and file a certificate of trust with the
Secretary of State of the State of Delaware in accordance with the provisions of
the Business Trust Act.
3. The Sponsor and the Trustees will enter into an Amended and
Restated Declaration of Trust, satisfactory to each such party, to provide for
the contemplated operation of the Trust created hereby and the issuance of the
Trust Preferred Securities and Trust Common Securities referred to therein.
Prior to the execution and delivery of such Amended and Restated Declaration of
Trust, the Trustees shall not have any duty or obligation hereunder or with
respect to the trust estate, except as otherwise required by applicable law or
as may be necessary to obtain prior to such execution and delivery of any
licenses, consents or approvals required by applicable law or otherwise.
4. The Sponsor and the Trustees hereby authorize and direct the
Sponsor, as the sponsor of the Trust, to execute, if necessary, a Securities
Purchase Agreement (the "Securities Purchase Agreement") in final form prepared
by the Sponsor, in relation to the offering and sale of Trust Preferred
Securities to certain prospective investors, as contemplated by the Securities
Purchase Agreement. In connection with the foregoing, the Sponsor and each
Trustee, solely in its capacity as Trustee of the Trust, hereby constitutes and
appoints Xxxx X. Xxxxxxx and Xxxxxx Xxxxxxx and each of them, as his or its, as
the case may be, true and lawful attorneys-in-fact and agents, with full power
of substitution, for the Sponsor or in the Sponsor's name, place and stead, in
any and all capacities, granting unto said attorneys-in-fact and agents full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as the Sponsor might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their respective substitute or
substitutes, shall do or cause to be done by virtue hereof.
5. This Declaration of Trust may be executed in one or more
counterparts.
6. The number of Trustees initially shall be three (3), and,
thereafter, the number of Trustees shall be such number as shall be fixed from
time to time by a written instrument signed by the Sponsor which may increase or
decrease the number of Trustees; PROVIDED, HOWEVER, that to the extent required
by the Business Trust Act, one Trustee shall either be a natural person who is a
resident of the State of Delaware or, if not a natural person, an entity which
has its principal place of business in the State of Delaware and otherwise meets
the requirements of applicable Delaware law. Subject to the foregoing, the
Sponsor is entitled to appoint or remove without cause any Trustee at any time.
A Trustee may resign upon 30 days' prior notice to the Sponsor.
7. This Declaration of Trust shall be governed by, and construed
in accordance with, the laws of the State of Delaware (without regard to
conflict of laws principles).
2
IN WITNESS WHEREOF, the parties hereto have caused this
Declaration of Trust to be executed as of the day and year first above written.
CCC INFORMATION SERVICES GROUP INC.,
as Sponsor
By: /s/ Xxxxxx Xxxxxxx
---------------------------------
Name: Xxxxxx Xxxxxxx
Title: General Counsel and Secretary
XXXX X. XXXXXXX, not in his individual
capacity but solely as Trustee
/s/ Xxxx X. Xxxxxxx
-------------------------------------
XXXXXX XXXXXXX, not in his individual capacity
but solely as Trustee
/s/ Xxxxxx Xxxxxxx
-------------------------------------
WILMINGTON TRUST COMPANY, not in its
individual capacity but solely as Trustee
By: /s/ Xxxxxx X. XxxXxxxxx
---------------------------------
Name: Xxxxxx X. XxxXxxxxx
Title: Vice President
