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EXHIBIT 10.7
[CCC INFORMATION SERVICES GROUP INC. LETTERHEAD]
January 31, 2000
InsurQuote Systems, Inc.
000 Xxxx 0000 Xxxxx
Xxxxx, Xxxx 00000
Attn: Xxxxx X. Xxxxxxx, Chief Executive Officer
RE: AGREEMENT REGARDING CCC OPTION
AGREEMENT REGARDING TERMINATION OF CERTAIN AGREEMENTS
CONSENT AND WAIVER REGARDING PROPOSED MERGER
Dear Xxxx:
This letter agreement (this "Agreement") between CCC Information
Services, Inc. ("CCC") memorializes the agreements between CCC and InsurQuote
Systems, Inc. ("InsurQuote") and other understandings between the parties in
connection with the proposed merger of InsurQuote with ChannelPoint, Inc. (the
"Proposed Merger").
BACKGROUND
CCC and InsurQuote are parties to that certain Amended and Restated
Investment Agreement dated March 30, 1999 (the "Investment Agreement") and the
Securities Purchase Agreement dated February 10, 1998, as amended by Amendment
No. 1 thereto dated March 30, 1999 (the "Securities Purchase Agreement"). CCC
further holds a Common Stock Purchase Warrant dated February 10, 1998, as
amended by Amendment No. 1 thereto dated March 30, 1999 (the "Warrant"), and
shares of Series C and Series D Preferred Stock of InsurQuote having the rights,
preferences and privileges set forth in the Third Amended and Restated Articles
of Incorporation of InsurQuote, filed with the Department of Commerce of the
State of Utah on March 30, 1999 (the "Restated Articles").
Pursuant to Section 5.1 of the Investment Agreement, Section 6 of
Article III of the Restated Articles, and Section 5.17 of the Securities
Purchase Agreement, InsurQuote may not enter into the Proposed Merger without
the written consent of CCC. In addition, under Section 7 of Article III of the
Restated Articles, CCC may elect to require InsurQuote to redeem the shares of
Series C Preferred Stock of CCC at a price equal to the liquidation preference
plus accrued dividends prior to the Proposed Merger.
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In addition. Section 2.3 of the Investment Agreement sets forth the
terms of the CCC Option, which provides that at any time after July 1, 2000
until July 1, 2010, CCC may at its option purchase shares (in one transaction)
of Common Stock sufficient to cause CCC to have 51% of the Fully-Diluted
Voting Power of InsurQuote (the "CCC Option").
AGREEMENT
Now, therefore, for good and valuable consideration, the receipt and
sufficiency of which the parties acknowledge, CCC and InsurQuote hereby agree as
follows:
1. Treatment of CCC Option in Proposed Merger. CCC and InsurQuote
agree that they have been advised by their respective accounting advisors that
the CCC Option constitutes a residual equity interest in InsurQuote that is
"essentially the same as Common Stock" of InsurQuote, and that therefore the
CCC Option needs to be dealt with in the Proposed Merger. After consultation
with their respective financial and legal advisors, CCC and InsurQuote agree
that (i) the CCC Option has a fair value equivalent to Fifty Thousand (50,000)
shares of Common Stock of InsurQuote, and (ii) CCC shall receive in the Proposed
Merger, in exchange for the CCC Option, that number of shares of Common Stock
of ChannelPoint that would otherwise be exchangeable for 50,000 shares of Common
Stock of InsurQuote based on the exchange ratio set forth in the proposed merger
agreement. The Agreement set forth in this paragraph 1 is for purposes of the
Proposed Merger only and shall have no force or effect if the Proposed Merger is
not consummated.
For additional and separate consideration, the receipt and sufficiency
of which the parties acknowledge, CCC and InsurQuote hereby further agree as
follows:
2. Consent to Proposed Merger. CCC acknowledges that (i) it has had the
opportunity to discuss the terms of the Proposed Merger with InsurQuote
management and InsurQuote's financial advisors, (ii) it has reviewed the Letter
of Intent for the Proposed Merger, (iii) it has reviewed copies of the proposed
merger agreement and other agreements to be signed in connection with the
Proposed Merger, (iv) it has conducted due diligence that included a visit to
ChannelPoint offices in Colorado Springs, Colorado, and (v) it believes it has
sufficient information regarding the Proposed Merger to make an informed
decision to consent to the transaction. Accordingly, CCC hereby consents to
InsurQuote's signing the proposed merger agreement and to consummating the
transactions contemplated thereby for the Proposed Merger for all purposes,
including for purposes of the Securities Purchase Agreement, the Investment
Agreement and the Restated Articles.
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3. CCC Redemption Right. CCC hereby irrevocably elects not to require
InsurQuote to redeem outstanding shares of Series C Preferred Stock in
connection with the Proposed Merger pursuant to Section 7 of the Restated
Articles.
4. Exercise of Warrant; Cancellation of Subordinated Note. CCC agrees
to exercise the Warrant immediately prior to the consummation of the Proposed
Merger. CCC further agrees that it will pay the exercise price of the Warrant
by cancelling the Subordinated Promissory Note dated February 10, 1998. Upon
such cancellation, Insurquote shall promptly remit a cash payment to CCC in full
satisfaction of accrued but unpaid interest on the note.
4. Termination and Release Agreement. CCC and InsurQuote agree to
terminate that certain Marketing and Sales Agreement between the parties dated
as of February 11, 1998, as amended by Amendment No. 1 thereto dated as of March
30, 1999, and that certain Information Services Agreement dated December 31,
1989 between the Company (by virtue of its acquisition of the assets of
Automated Call Processing) and CCC, and to extinguish all obligations of the
parties thereunder, in consideration of a payment by InsurQuote to CCC of Five
Million Dollars ($5,000,000) as follows:
(i) Approximately $500,O00 will be paid in cash by InsurQuote a
reasonable period of time following the closing of the Proposed Merger; and
(ii) The balance (approximately $4,500,000) will be paid by way of
an unsecured, subordinated promissory note that accrues interest at the rate of
7.5% per annum. Principal and accrued interest on the note will become due and
payable two and one-half years from the date of this Agreement.
CCC and InsurQuote agree to negotiate diligently and in good faith to
execute a definitive termination agreement and promissory note within five (5)
business days from the date of this Agreement; provided, however, that the
agreements set forth in this paragraph 4 are binding upon CCC and InsurQuote.
5. Binding Effect. This Agreement shall be binding upon each party's
successors and assigns, including ChannelPoint, Inc. (as a successor to
InsurQuote) in the event and solely in the event that the Proposed Merger is
consummated.
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This Agreement may not be amended or modified except by a writing
signed by both parties. This Agreement shall be governed by and construed in
accordance with Utah law. This Agreement may be signed in one or more
counterparts, each of which shall be considered an original copy of this
Agreement and all of which, when taken together, shall be considered to
constitute one and the same agreement. By signing below, each of CCC and
InsurQuote shall have caused this Agreement to be duly executed on its behalf by
a duly authorized officer as of the date first written above with an intent to
be bound hereby.
Very truly yours,
CCC INFORMATION SERVICES, INC.
By: /s/ XXXXXXX XXXXXXXXXX
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Xxxxxxx Xxxxxxxxxx
Chief Executive Officer
Agreed and Accepted:
INSURQUOTE SYSTEMS, INC.
By: /s/ XXXXX X. XXXXXXX
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Xxxxx X. Xxxxxxx
Chief Executive Officer
