Commitment Letter Agreement by and among G.S. Mezzanine Partners III Onshore Fund, L.P., GS Mezzanine Partners III Offshore Fund, L.P., GS Mezzanine Partners II, L.P., GS Mezzanine Partners II Offshore, L.P. and Investcorp Investment Equity Limited,...Commitment Letter Agreement • October 25th, 2005 • CCC Information Services Group Inc • Services-computer programming, data processing, etc. • New York
We understand that CCC Information Services Holdings, Inc., a Delaware corporation (“Holdings”), which is wholly owned by Investcorp Investment Equity Limited (“Investcorp” or “you”), certain affiliates of Investcorp and certain clients of Investcorp with respect to which Investcorp has an administrative relationship (Investcorp and such affiliates and clients so long as Investcorp has such administrative relationship, collectively referred to as the “Sponsor”), certain minority equity co-investors identified by the Sponsor and certain members of the management of the Company (as defined below) (collectively, the “Equity Investors”), intends to form a corporation (“AcquisitionCo”) which will be merged with and into CCC Information Services Group Inc. (“CCC”), a Delaware corporation, with CCC as the surviving company of such merger (the “Acquisition”). The Acquisition will be consummated pursuant to the Agreement and Plan of Merger (the “Acquisition Agreement”), substantially in the for
Githesh Ramamurthy Winnetka, IL 60093 September 21, 2005Merger Agreement • October 25th, 2005 • CCC Information Services Group Inc • Services-computer programming, data processing, etc.
In order to induce you to enter into the Agreement and Plan of Merger, dated as of September 21, 2005, by and among CCC Information Services Group, Inc., Cougar Merger Sub, Inc. and you (the “Merger Agreement”), I hereby agree to enter into, on or before the date of the closing of the transactions contemplated by the Merger Agreement, definitive agreements, including without limitation, employment, stock option and stock subscription (rollover) agreements that are consistent with your offer set forth in the Management Arrangements Term Sheet attached hereto as Exhibit A, as well as other customary terms. I acknowledge that you will be relying on my agreement contained herein to accept such offer in entering into the Merger Agreement.
Senior Facilities Commitment Letter Agreement by and among J.P. Morgan Securities Inc., JP Morgan Chase Bank, N.A., Wachovia Capital Markets, LLC, Wachovia Bank, National Association and Investcorp Investment Equity Limited, dated October 5, 2005Senior Facilities Commitment Letter • October 25th, 2005 • CCC Information Services Group Inc • Services-computer programming, data processing, etc.
You have advised J.P. Morgan Securities Inc. (“JPMorgan”), JPMorgan Chase Bank, N.A. (“JPMorgan Chase Bank”), Wachovia Capital Markets, LLC (“WCM”) and Wachovia Bank, National Association (“Wachovia”; together with JPMorgan, JPMorgan Chase Bank and WCM, the “Commitment Parties”) that Investcorp Investment Equity Limited, together with certain affiliated entities (“Investcorp”), other international and domestic investors and certain members of management (together with Investcorp, the “Investor Group”), intends, through your newly formed acquisition vehicles Cougar Holdings Inc., a Delaware corporation (“Holdings”) and its wholly owned subsidiary, Cougar Merger Sub, Inc., a Delaware corporation (the “Borrower”), to acquire (the “Acquisition”) by merger with the Borrower (the surviving corporation thereof also being the “Borrower”) a company previously identified to us as “Cougar” (“Cougar”), a Delaware corporation, pursuant to a merger agreement (the “Merger Agreement”) to be entered in
