EXHIBIT 10.3
FIRST AMENDMENT AND WAIVER,
dated as of November 30, 2001, (this "Amendment
and Waiver"), between CCC Information Services
Group Inc., a Delaware corporation (the
"Company") and Capricorn Investors III, L.P.
("Capricorn").
WHEREAS, the Company issued to Capricorn that certain Common
Stock Purchase Warrant, dated February 23, 2001 (the "Warrant"), whereby
Capricorn is entitled to purchase, subject to the terms and conditions set forth
therein, an aggregate of One Million Two Hundred Thousand (1,200,000) shares
(subject to adjustment as provided therein) of common stock, par value $.10 per
share (the "Common Stock"), of the Company at a purchase price of $10.00 per
share (subject to adjustment as set forth therein, the "Exercise Price"),
payable as provided therein. Capitalized terms used but not otherwise defined
herein have the meanings assigned to them in the Warrant.
WHEREAS, the Company plans to launch a rights offering (the
"Rights Offering"), pursuant to which the Company will distribute to the holders
of Common Stock, and the holders of outstanding warrants to purchase Common
Stock, transferable rights to purchase an aggregate of $20 million of its Common
Stock on a pro rata basis at a subscription price per share of Common Stock of
$5.50 (the "Subscription Price").
WHEREAS, the Company and Capricorn desire to amend certain
provisions of the Warrant in connection with the Rights Offering.
NOW, THEREFORE, in consideration of the mutual agreements
herein contained and other good and valuable consideration, the sufficiency and
receipt of which are hereby acknowledged, the parties hereto hereby agree as
follows:
SECTION 1. Exercise Price. The Exercise Price as set forth in
the initial paragraph of the Warrant is hereby amended so that the Exercise
Price shall be reduced to $6.875 per share (subject to adjustment as set forth
therein).
SECTION 2. Amendment to Section 3(a). Section 3(a) of the
Warrant is hereby amended by adding the following sentence at the end thereof:
"Upon the occurrence of a "Change of Control" (as defined in the Indenture,
dated as of February 23, 2001, between the Company, as Issuer and Wilmington
Trust Company, as Trustee, as amended or supplemented from time to time (the
"Indenture")), this Warrant will be, at the holder's option, either (i)
exercised by the holder in whole or in part at the then applicable Exercise
Price, payable (a) in cash, (b) on a cashless exercise basis as set forth in the
immediately preceding sentence or (c) by tender of Trust Preferred Securities of
CCC Capital Trust (valued at the liquidation amount of $1,000 per Trust
Preferred Security plus accrued but unpaid distributions on such Trust Preferred
Securities), this
Warrant and Series F Preferred Stock of the Company, in each case as provided in
this Section 3(a) of this Warrant, or (ii) if not exercised on or prior to the
"Change of Control Payment Date" or (if the Company elects not to make a "Change
of Control Offer" upon a Change of Control), on the "Redemption Date" for a
"Change of Control Redemption," in each case as such terms are defined in the
Indenture, this Warrant or any unexercised portion thereof shall expire on the
Change of Control Payment Date or the Redemption Date for the Change of Control
Redemption, as the case may be."
SECTION 3. Amendment to Section 7. Section 7 of the Warrant is
hereby amended by adding the following phrase at the beginning of the first
sentence thereof: "Subject to the last sentence of Section 3(a),".
SECTION 4. Waiver of Antidilution Provisions. Capricorn hereby
waives any antidilution protection provided it under the Warrant (including, but
not limited to, Section 8 thereof) with regard to Common Stock and/or options,
warrants or other Common Stock purchase rights and the Common Stock issued
pursuant to such options, warrants or other rights to (a) Capricorn, White River
Ventures, Inc. and Capricorn Investors II, L.P., pursuant to the transactions
contemplated in the Purchase Agreement, dated as of November 29, 2001 between
the Company, White River Ventures, Inc., Capricorn Investors II, L.P. and
Capricorn and (b) any person pursuant to the Rights Offering. The waiver granted
by this Section 4 is granted solely in connection with the transactions
contemplated by the Purchase Agreement and the Rights Offering, and shall not
constitute a waiver or diminution of any right Capricorn hereafter to require or
demand strict compliance and performance of the Warrant, as amended hereby.
SECTION 5. Governing Law. This Amendment and Waiver shall be
governed by, and construed and enforced in accordance with, the laws of the
State of Delaware, without regard to its principles of conflicts of laws.
SECTION 6. Counterparts. This Amendment and Waiver may be
executed in one or more counterparts, all of which shall be considered one and
the same agreement and each of which shall be deemed an original. Delivery of an
executed signature page of this Amendment and Waiver by facsimile transmission
shall be as effective as delivery of a manually executed counterpart hereof.
[Signature Page Follows]
2
IN WITNESS WHEREOF, each of the Investors and the Company has
caused this Amendment and Waiver to be duly signed as of the date first written
above.
CCC INFORMATION SERVICES GROUP INC.,
a Delaware corporation
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
Title: Executive Vice President
and Chief Financial Officer
CAPRICORN INVESTORS III, L.P.
a Delaware limited partnership
By: CAPRICORN HOLDINGS III, LLC,
Its General Partner
By: /s/ Xxxxxxx X. Xxxxxxx, Xx.
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Name: Xxxxxxx X. Xxxxxxx, Xx.
Title: Manager
