EXHIBIT 10.8
AMENDED AND RESTATED DOMESTIC SUBSIDIARY GUARANTY
THIS AMENDED AND RESTATED DOMESTIC SUBSIDIARY GUARANTY (this "Subsidiary
Guaranty") is made as of the 30th day of November, 2001 by each of the entities
which are or become a party hereto from time to time by executing a copy of this
Subsidiary Guaranty or a Joinder hereto (collectively, the "Subsidiary
Guarantors") in favor of LaSalle Bank National Association as representative of
and in its capacity as Administrative Agent for the Lenders and Issuing Bank
under the Credit Agreement referred to below (the "Administrative Agent").
WITNESSETH:
WHEREAS, CCC Information Services Inc., a Delaware corporation (the
"Borrower"), entered into that certain Amended and Restated Credit Facility
Agreement with certain lenders party thereto (the "Original Lenders") and
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 Borrower from time to time;
WHEREAS, in connection with the Original Credit Agreement, certain of the
Subsidiary Guarantors executed that certain Domestic Subsidiary Guaranty, dated
April 17, 2001 in favor of the Administrative Agent (as heretofore amended,
restated or otherwise modified, the "Original Guaranty");
WHEREAS, Borrower, 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
Borrower from time to time;
WHEREAS, each of the Subsidiary Guarantors will receive substantial direct
and indirect benefits from the extension of such loans and other financial
accommodations to Borrower pursuant to the Credit Agreement and is willing to
guaranty the Guaranteed Obligations (as defined below) as hereinafter set forth;
and
WHEREAS, the Lenders have required, as a condition, among others, to
entering into the Credit Agreement, that the Original Guaranty be amended and
restated hereby and that each Subsidiary Guarantor execute and deliver this
Subsidiary Guaranty to Administrative Agent.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
SECTION 1. Definitions. Terms defined in the Credit Agreement and not
otherwise defined herein have, as used herein, the respective meanings provided
for therein.
SECTION 2. Covenants. Each of the Subsidiary Guarantors covenants that, so
long as any Lender has any Commitment outstanding under the Credit Agreement or
any amount payable under the Credit Agreement or any Note shall remain unpaid,
that it will, and, if necessary, will enable the Borrower to fully comply with
those covenants and agreements applicable to it set forth in the Credit
Agreement.
SECTION 3. The Subsidiary Guaranty. Subject to Section 12 hereof, each of
the Subsidiary Guarantors hereby jointly and severally, unconditionally and
irrevocably, as primary obligor and not merely as surety, guarantees the full
and punctual payment when due (whether at stated maturity, upon acceleration or
otherwise, and at all times thereafter), of all obligations (monetary or
otherwise) of the Borrower to each of the Administrative Agent and each Lender
under or in connection with the Credit Agreement, the Notes, any other Loan
Document and any other document or instrument executed in connection therewith,
and all Hedging Obligations of the Borrower to any Lender or any Affiliate of a
Lender, 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; provided that no Subsidiary Guarantor shall become so liable with respect
to Hedging Obligations hereunder in a manner that otherwise violates any
covenant under the Credit Agreement or otherwise causes a Default under the
Credit Agreement (all of the foregoing, subject to the provisions of Section 12
hereof, being referred to collectively as the "Guaranteed Obligations"). Upon
failure by the Borrower to pay punctually any such amount and the expiration of
any applicable grace periods, each of the Subsidiary Guarantors agrees that it
shall forthwith on demand pay the amount not so paid at the place and in the
manner specified in the Credit Agreement, any Note or the relevant Loan
Document, as the case may be. This Subsidiary Guaranty is a guaranty of payment
and not of collection.
SECTION 4. Insolvency Event of Default Under Credit Agreement. Each of the
Subsidiary Guarantors agrees that if any Event of Default shall occur under
Section 7.1.10 of the Credit Agreement, and if such event shall occur at a time
when any of the Guaranteed Obligations may not then be due and payable, such
Subsidiary Guarantor will pay to the Administrative Agent for the account of the
Lenders forthwith the full amount which would be payable hereunder by such
Subsidiary Guarantor if all Guaranteed Obligations were then due and payable.
SECTION 5. Subsidiary Guaranty Unconditional. Subject to Section 12 hereof,
the obligations of each of the Subsidiary Guarantors hereunder shall be
unconditional and absolute and, without limiting the generality of the
foregoing, shall not be released, discharged or otherwise affected by any of the
following, whether occurring before or after receipt by the Administrative Agent
of notice of termination of this Subsidiary Guaranty:
(i) any extension, renewal, settlement, compromise, waiver or release in
respect of any obligation of the Borrower under the Credit Agreement, any
Note, or any other Loan Document (other than this Subsidiary Guaranty), by
operation of law or otherwise or any obligation of any other guarantor of
any of the Guaranteed Obligations;
2
(ii) any modification or amendment of or supplement to the Credit
Agreement, any Note, or any other Loan Document;
(iii) any release, nonperfection or invalidity of any direct or indirect
security for any obligation of the Borrower under the Credit Agreement, any
Note, the Pledge Agreement, the Parent Guaranty, any other Loan Document,
or any obligations of any other guarantor of any of the Guaranteed
Obligations;
(iv) any change in the corporate existence, structure or ownership of the
Borrower or any other guarantor of any of the Guaranteed Obligations, or
any insolvency, bankruptcy, reorganization or other similar proceeding
affecting the Borrower, or any other guarantor of the Guaranteed
Obligations, or its assets or any resulting release or discharge of any
obligation of the Borrower, or any other guarantor of any of the Guaranteed
Obligations;
(v) the existence of any claim, setoff or other rights which the Subsidiary
Guarantors may have at any time against the Borrower, any other guarantor
of any of the Guaranteed Obligations, the Administrative Agent, any Lender
or any other Person, whether in connection herewith or any unrelated
transactions;
(vi) any invalidity or unenforceability relating to or against the
Borrower, or any other guarantor of any of the Guaranteed Obligations, for
any reason related to the Credit Agreement, any other Loan Document, or any
provision of applicable law or regulation purporting to prohibit the
payment by the Borrower, or any other guarantor of the Guaranteed
Obligations, of the principal of or interest on any Note or any other
amount payable by the Borrower under the Credit Agreement, the Notes, or
any other Loan Document;
(vii) any failure or omission to enforce any right, power or remedy with
respect to the Guaranteed Obligations or any part thereof or any agreement
relating thereto, or any collateral securing the Guaranteed Obligations or
any part thereof;
(viii) the application of payments received from any source to the payment
of indebtedness other than the Guaranteed Obligations, any part thereof or
amounts which are not covered by this Subsidiary Guaranty even though the
Administrative Agent or the Lenders might lawfully have elected to apply
such payments to any part or all of the Guaranteed Obligations or to
amounts which are not covered by this Subsidiary Guaranty; or
(ix) any other act or omission to act or delay of any kind by the Borrower,
any other guarantor of the Guaranteed Obligations, the Administrative
Agent, any Lender or any other Person or any other circumstance whatsoever
which might, but for the provisions of this paragraph, constitute a legal
or equitable discharge of any Subsidiary Guarantor's obligations hereunder.
SECTION 6. Discharge Only Upon Payment In Full: Reinstatement In Certain
Circumstances. The obligations of each of the Subsidiary Guarantors hereunder
shall in all respects be continuing, irrevocable, absolute and unconditional,
and shall remain in full force and effect (notwithstanding, without limitation,
the dissolution of any of the Subsidiary Guarantors or
3
that at any time or from time to time no Guaranteed Obligations are outstanding)
until all Guaranteed Obligations shall have been paid in full and the
Commitments under the Credit Agreement shall have terminated or expired. If at
any time all or any part of any payment theretofore applied by the
Administrative Agent or any Lender to any of the Guaranteed Obligations is or
must be rescinded or returned by the Administrative Agent or such Lender for any
reason whatsoever (including the insolvency, bankruptcy or reorganization of the
Borrower or any of the Subsidiary Guarantors), such Guaranteed Obligations
shall, for the purposes of this Subsidiary Guaranty, 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 Administrative Agent or such
Lender, and this Subsidiary Guaranty shall continue to be effective or be
reinstated, as the case may be, as to such Guaranteed Obligations, all as though
such application by the Administrative Agent or such Lender had not been made.
SECTION 7. Permitted Actions Without Notice. The Administrative Agent or
any Lender may, from time to time, at its sole discretion and without notice to
the Subsidiary Guarantors (or any of them), take any or all of the following
actions: (a) retain or obtain a security interest in any property to secure any
of the Guaranteed Obligations or any obligation hereunder, (b) retain or obtain
the primary or secondary obligation of any obligor or obligors, in addition to
the Subsidiary Guarantors, with respect to any of the Guaranteed Obligations,
(c) extend or renew any of the Guaranteed Obligations for one or more periods
(whether or not longer than the original period), alter or exchange any of the
Guaranteed Obligations or release or compromise any obligation of any of the
Subsidiary Guarantors hereunder or any obligation of any nature of any other
obligor with respect to any of the Guaranteed Obligations, (d) release its
security interest in, or surrender, release or permit any substitution or
exchange for, all or any part of any property securing any of the Guaranteed
Obligations or any obligation hereunder, or extend or renew for one or more
periods (whether or not longer than the original period) or release, compromise,
alter or exchange any obligations of any nature of any obligor with respect to
any such property, and (e) resort to the Subsidiary Guarantors (or any of them)
for payment of any of the Guaranteed Obligations when due, whether or not the
Administrative Agent or such Lender shall have resorted to any property securing
any of the Guaranteed Obligations or any obligation hereunder or shall have
proceeded against any other of the Subsidiary Guarantor or any other obligor
primarily or secondarily obligated with respect to any of the Guaranteed
Obligations.
SECTION 8. Waivers. Each of the Subsidiary Guarantors irrevocably waives:
(a) notice of acceptance hereof, presentment, demand, notice of dishonor,
protest, the benefit of any statutes of limitations and, to the fullest extent
permitted by law, any notice not provided for herein, (b) notice of the
existence or creation or non-payment of all or any of the Guaranteed Obligations
and (c) all diligence in collection or protection of or realization upon any
Guaranteed Obligations or any security for or guaranty of any Guaranteed
Obligations.
SECTION 9. Subrogation. Each of the Subsidiary Guarantors hereby agrees not
to assert any right, claim or cause of action, including, without limitation, a
claim for subrogation, reimbursement, indemnification or otherwise, against the
Borrower arising out of or by reason of this Subsidiary Guaranty or the
obligations hereunder, including, without limitation, the payment or securing or
purchasing of any of the Guaranteed Obligations by any of the Subsidiary
4
Guarantors unless and until the Guaranteed Obligations are paid in full and all
Commitments to lend under the Credit Agreement and other Loan Documents are
terminated.
SECTION 10. Stay of Acceleration. If acceleration of the time for payment
of any amount payable by the Borrower under the Credit Agreement, any Note or
any other Loan Document is stayed upon the insolvency, bankruptcy or
reorganization of the Borrower, all such amounts otherwise subject to
acceleration under the terms of the Credit Agreement, any Note or any other Loan
Document shall nonetheless be payable by each of the Subsidiary Guarantors
hereunder forthwith on demand by the Administrative Agent made at the request of
the Required Lenders.
SECTION 11. Acknowledgement of Benefits. Each Subsidiary Guarantor hereby
acknowledges that (i) Borrower has provided financial and other support to such
Subsidiary Guarantor, and may in the future provide further financial and other
support to such Subsidiary Guarantor, (ii) Borrower and the Subsidiary
Guarantors are together engaged in a collective business enterprise which relies
on the particular contributions of each corporation thereto, including, without
limitation, the management, know-how and administrative operations of the
Borrower, and the selling and marketing operations of the Subsidiary Guarantors,
(iii) the Lenders would not extend the financial accommodations under the Credit
Agreement to the Borrower separately and independently and that it is the
collective enterprise of the Borrower and Subsidiary Guarantors which has
induced the Lenders to extend the financial accommodations to the Borrower, and
(iv) as a result of the collective nature of the business of which it is a part,
it will derive further substantial benefits, directly and indirectly from the
extending of the financial accommodations to the Borrower under the Credit
Agreement.
SECTION 12. Limitation on Guaranteed Obligations. Each Subsidiary
Guarantor, and by its acceptance of this Subsidiary Guaranty, the Administrative
Agent and each other Lender, hereby confirms that it is the intention of all
such Persons that this Subsidiary Guaranty and the Guaranteed Obligations of
each Subsidiary Guarantor hereunder not constitute a fraudulent transfer or
conveyance for purposes of the United States Bankruptcy Code (11 U.S.C. ss.101,
et. al.), the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer
Act or any similar foreign, federal or state law to the extent applicable to
this Subsidiary Guaranty and the Guaranteed Obligations of each Subsidiary
Guarantor hereunder. To effectuate the foregoing intention, the Administrative
Agent, the other Lenders and the Subsidiary Guarantors hereby irrevocably agree
that the obligations of each Subsidiary Guarantor under this Subsidiary Guaranty
at any time shall be limited to the maximum amount as will result in the
Guaranteed Obligations of such Subsidiary Guarantor under this Subsidiary
Guaranty not constituting a fraudulent transfer or conveyance.
SECTION 13. Notices. Any notice required or permitted to be given under
this Subsidiary Guaranty 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
5
set forth for such party on the signature pages hereof or to the Credit
Agreement or at such other address as may be designated by such party in a
notice sent in accordance with the terms of this Section 13 to the other
parties.
SECTION 14. No Waivers. No failure or delay by the Administrative Agent or
any Lenders in exercising any right, power, privilege or remedy hereunder shall
operate as a waiver thereof nor shall any single or partial exercise thereof
preclude any other or further exercise thereof or the exercise of any other
right, power, privilege or remedy. The rights and remedies provided in this
Subsidiary Guaranty, the Credit Agreement, the Notes, and the other Loan
Documents shall be cumulative and not exclusive of any rights or remedies
provided by law. No action of the Administrative Agent or any Lender permitted
hereunder shall in any way affect or impair the rights of the Administrative
Agent or any Lender or the obligations of the Subsidiary Guarantors under this
Subsidiary Guaranty. For purposes of this Subsidiary Guaranty, Guaranteed
Obligations shall include all obligations of the Borrower to the Administrative
Agent or any Lender arising under or in connection with the Credit Agreement,
any Note, any other Loan Document or any other document or instrument executed
in connection therewith and all Hedging Obligations of the Borrower to any
Lender or the Affiliate of any Lender in each case notwithstanding any right or
power of the Borrower or anyone else to assert any claim or defense as to the
invalidity or unenforceability of any such obligation, and no such claim or
defense shall affect or impair the obligations of any of the Subsidiary
Guarantors hereunder.
SECTION 15. Agency. Pursuant to the Credit Agreement, (a) this Subsidiary
Guaranty has been delivered to the Administrative Agent and (b) the
Administrative Agent has been authorized to enforce this Subsidiary Guaranty on
behalf of itself and each of the Lenders. All payments by the Subsidiary
Guarantors pursuant to this Subsidiary Guaranty shall be made to the
Administrative Agent for the benefit of the Lenders.
SECTION 16. Successors and Assigns. This Subsidiary Guaranty is for the
benefit of the Administrative Agent and the Lenders and their respective
successors and permitted assigns. This Subsidiary Guaranty shall be binding upon
each of the Subsidiary Guarantors and their respective successors and permitted
assigns; and to the extent that the Borrower or any of the Subsidiary Guarantors
is either a partnership or a corporation, all references herein to the Borrower
and to the Subsidiary Guarantors, respectively, shall be deemed to include any
successor or successors, whether immediate or remote, to such partnership or
corporation. Other than Guaranteed Obligations under any related Hedging
Agreement, the Administrative Agent and any Lender may from time to time without
notice to the Subsidiary Guarantors (or any of them), assign or transfer any or
all of the Guaranteed Obligations or any interest therein in accordance with the
terms of the Credit Agreement; and, notwithstanding any such assignment or
transfer or any subsequent assignment or transfer thereof, such Guaranteed
Obligations shall be and remain Guaranteed Obligations for the purposes of this
Subsidiary Guaranty, and each and every immediate and successive assignee or
transferee of any of the Guaranteed Obligations or of any interest therein
shall, to the extent of the interest of such assignee or transferee in the
Guaranteed Obligations, be entitled to the benefits of this Subsidiary Guaranty
to the same extent as if such assignee or transferee were an original Lender.
6
SECTION 17. Changes in Writing. Neither this Subsidiary Guaranty nor any
provision hereof may be modified, waived, discharged or terminated orally, but
only in writing signed by each of the Subsidiary Guarantors and the
Administrative Agent.
SECTION 18. GOVERNING LAW. THIS SUBSIDIARY GUARANTY SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF ILLINOIS APPLICABLE TO
CONTRACTS MADE AND TO BE FULLY PERFORMED IN SUCH STATE (INCLUDING, WITHOUT
LIMITATION 735 ILLINOIS COMPILED STATUES ss.105/5-5). WHEREVER POSSIBLE, EACH
PROVISION OF THIS SUBSIDIARY GUARANTY SHALL BE INTERPRETED IN SUCH MANNER AS TO
BE EFFECTIVE AND VALID UNDER APPLICABLE LAW, BUT IF ANY PROVISION OF THIS
SUBSIDIARY GUARANTY 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 SUBSIDIARY GUARANTY.
SECTION 19. Counterparts. This Subsidiary Guaranty may be executed in any
number of counterparts and by the different parties hereto on separate
counterparts, and each such counterpart shall be deemed to be an original but
all such counterparts shall together constitute one and the same Subsidiary
Guaranty. At any time after the date of this Subsidiary Guaranty, one or more
additional Persons may become parties hereto by executing and delivering to the
Administrative Agent a counterpart of the Subsidiary Guaranty. Immediately upon
such execution and delivery (and without any further action), each such
additional Person will become a party to, and will be bound by all of the terms
of this Subsidiary Guaranty.
SECTION 20. Security. This Subsidiary Guaranty may be secured by one or
more security agreements, pledge agreements, mortgages, deed of trust or other
similar documents.
SECTION 21. JURISDICTION. ANY LITIGATION BASED HEREON, OR ARISING OUT OF,
UNDER OR IN CONNECTION WITH THIS SUBSIDIARY GUARANTY 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 AGENT'S OPTION, IN THE COURTS OF ANY
JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. EACH OF THE
SUBSIDIARY GUARANTORS HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS 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 SUBSIDIARY GUARANTORS FURTHER
IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE
PREPAID, TO THE ADDRESS SET FORTH OPPOSITE ITS SIGNATURE HERETO (OR SUCH OTHER
ADDRESS AS IT SHALL HAVE SPECIFIED IN WRITING TO THE ADMINISTRATIVE AGENT AS ITS
ADDRESS FOR NOTICES HEREUNDER) OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE
STATE OF ILLINOIS. EACH OF THE SUBSIDIARY GUARANTORS HEREBY EXPRESSLY AND
IRREVOCABLY WAIVES, TO THE
7
FULLEST EXTENT PERMITTED BY LAW, ANY OBLIGATION WHICH IT MAY NOW OR HEREAFTER
HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT
REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN ANY
INCONVENIENT FORUM.
SECTION 22. WAIVER OF JURY TRIAL. EACH OF THE SUBSIDIARY GUARANTORS AND (BY
ACCEPTING THE BENEFITS HEREOF) EACH OF THE ADMINISTRATIVE AGENT AND EACH LENDER,
HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO
ENFORCE OR DEFEND ANY RIGHTS UNDER THIS SUBSIDIARY GUARANTY, AND 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.
SECTION 23. Expenses of Enforcement. Each of the Subsidiary Guarantors
agrees to pay all reasonable costs, fees and expenses (including reasonable
attorneys' fees and charges) incurred by the Administrative Agent or any Lender
in collecting or enforcing the Subsidiary Guarantors' obligations under this
Subsidiary Guaranty.
SECTION 24. Additional Guaranteed Obligations. The creation or existence
from time to time of additional Guaranteed Obligations to the Administrative
Agent or the Lender or any of them is hereby authorized, without notice to the
Subsidiary Guarantors (or any of them), and shall in no way affect or impair the
rights of the Administrative Agent or the Lender or the obligations of the
Subsidiary Guarantors under this Subsidiary Guaranty, including each of the
Subsidiary Guarantors guaranty of such additional Guaranteed Obligations.
SECTION 25. References to Original Guaranty. This Subsidiary Guaranty shall
become effective, and shall amend and restate the Original Guaranty upon the
execution of this Subsidiary Guaranty 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 Guaranty in the Loan Documents or in any
other instrument or document shall, without more, be deemed to refer to this
Subsidiary Guaranty, as may hereafter be amended, restated or otherwise
modified, and (ii) the Original Guaranty shall be deemed amended and restated in
its entirety hereby.
SIGNATURE PAGE FOLLOWS
8
SIGNATURE PAGE TO AMENDED AND RESTATED DOMESTIC SUBSIDIARY GUARANTY
IN WITNESS WHEREOF, each of the Subsidiary Guarantors has caused this
Domestic Subsidiary Guaranty to be duly executed by its authorized officer as of
the date indicated.
CCC CONSUMER SERVICES INC. CCC PARTSCO HOLDINGS, INC.
By: /s/ Xxxx X. Xxxxxxx By: /s/ Xxxx X. Xxxxxxx
--------------------------------- ---------------------------------
Name: Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx
Title: Executive Vice President, Title: Executive Vice President,
Chief Financial Officer and Chief Financial Officer
Treasurer and Treasurer
Address: Address:
000 Xxxxxxxxxxx Xxxx 000 Xxxxxxxxxxx Xxxx
Xxxxxxx, XX 00000 Xxxxxxx, XX 00000
CCC CONSUMER SERVICES SOUTHEAST INC. ASSET MANAGEMENT INC.
By: /s/ Xxxx X. Xxxxxxx By: /s/ Xxxx X. Xxxxxxx
--------------------------------- ---------------------------------
Name: Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx
Title: Executive Vice President, Title: Executive Vice President,
Chief Financial Officer and Chief Financial Officer
Treasurer and Treasurer
Address:
Address:
0000 Xxxxx Xxxxx Xxxx 0, Xxxxx 000
Xxxxxxx, XX 00000 000 Xxxxxxxxxxx Xxxx
Xxxxxxx, XX 00000
FORM OF JOINDER TO AMENDED AND RESTATED SUBSIDIARY GUARANTY
The undersigned hereby joins in that certain Amended and Restated Domestic
Subsidiary Guaranty (the "Subsidiary Guaranty") originally executed and
delivered by ____________________________ (the "Original Subsidiary Guarantors")
(as may be amended, restated, or otherwise modified from time to time, the
"Subsidiary Guaranty") for purposes of becoming a party thereto as one of the
"Subsidiary Guarantors" and agrees to comply with all of the terms and
conditions of the Subsidiary Guaranty. The obligations of the undersigned under
the Subsidiary Guaranty shall be joint and several with the obligations of all
other Subsidiary Guarantors including the Original Subsidiary Guarantors,
regardless of whether such obligations arose or accrued heretofore or shall
arise hereafter. The undersigned acknowledges and agrees that each Subsidiary
Guarantor shall be liable for the full amount of the Guaranteed Obligations
subject to Section 12 of the Subsidiary Guaranty and the rights of reimbursement
and contribution set forth in Section 9 thereof.
Any and all references in the Subsidiary Guaranty or any other Loan
Documents to "Subsidiary Guarantors," whether jointly or severally, shall be
deemed to refer to the Original Subsidiary Guarantors, any other Subsidiary
Guarantors which have executed a Joinder to the Subsidiary Guaranty and/or the
undersigned, as the case may be.
IN WITNESS WHEREOF, the undersigned has executed this Joinder as of
______________.
------------------------------------
By:
---------------------------------
Title:
------------------------------
