Exhibit 10.1
WAIVER AND EXTENSION AMENDMENT
This WAIVER AND EXTENSION AMENDMENT (this "Amendment") is entered into as
of the 15th day of May, 2001 (the "Effective Date"), by and among LaSalle Bank
National Association, a national banking association (f/k/a LaSalle National
Bank), as Administrative Agent for the Lenders described below (in such
capacity, the "Administrative Agent") and as Issuing Bank (the "Issuing Bank"),
the Lenders described below and CCC Information Services Inc., a Delaware
corporation ("Borrower").
W I T N E S S E T H:
WHEREAS, Administrative Agent, the Issuing Bank, the Lenders parties
thereto and Borrower have entered into that certain Amended and Restated Credit
Facility Agreement dated as of October 29, 1998, as amended by that certain
Waiver and Amendment to Amended and Restated Credit Facility Agreement dated as
of October 20, 2000, as further amended by that certain Second Waiver and
Amendment to Amended and Restated Credit Facility Agreement dated as of February
15, 2001, and as amended by that certain Waiver and Third Amendment to Amended
and Restated Credit Facility Agreement ("Amendment - Third") (collectively, as
may be further amended, supplemented or otherwise modified, the "Credit
Agreement");
WHEREAS, in connection with the Amendment - Third, the Administrative Agent
and Borrower have entered into that certain Post-Closing Matters Agreement dated
as of April 17, 2001(the "PCM Agreement");
WHEREAS, the Borrower has requested an extension of time to complete
certain obligations and to waive certain other obligations under the Credit
Agreement and PCM Agreement as is more fully set forth below;
WHEREAS, the Borrower desires to correct SCHEDULE 5.7(e) to the Credit
Agreement and SCHEDULE V to that certain Amended and Restated Security Agreement
(the "Security Agreement") dated as of April17, 2001, between Borrower and
Administrative Agent; and
WHEREAS, the Borrower and the Administrative Agent, Issuing Bank and
Lenders have agreed to enter into this Waiver and Extension Amendment on the
terms and subject to the conditions hereafter set forth.
NOW, THEREFORE, for and in consideration of such waivers and the premises
and mutual agreements herein contained and for the purposes of setting forth the
terms and conditions of this Amendment, the parties, intending to be bound,
hereby agree as follows:
1. INCORPORATION OF THE AGREEMENT. All capitalized terms which are not
defined hereunder shall have the same meanings as set forth in the Credit
Agreement. To the extent any terms and provisions of the Credit Agreement are
inconsistent with the amendments set forth in Section 2 below, such terms and
provisions shall be deemed superseded hereby. Except as specifically set forth
herein, the Credit Agreement shall remain in full force and effect and its
provisions shall be binding on the parties hereto.
2. AMENDMENT OF THE AGREEMENTS. Subject to the terms and conditions
contained herein, on and after the date of this Amendment, the parties hereto
agree as follows:
(a) SCHEDULE 5.7(e) to the Credit Agreement is hereby deleted in its
entirety and replaced by the revised SCHEDULE5.7(e) attached hereto. All
references to SCHEDULE 5.7(e) throughout the Credit Agreement shall be
references to revised SCHEDULE 5.7(e) attached hereto.
(b) SCHEDULE V to the Security Agreement, is hereby deleted in its entirety
and replaced by the revised SCHEDULE V attached hereto. All references to
SCHEDULE V in the Security Agreement shall be references to SCHEDULE V attached
hereto.
(c) The requirements of Section 4.2.1 in respect of the month of March
2001, and any Default or Event of Default which may have occurred as a result of
the Borrower's failure to fulfill such requirements, are hereby waived,
PROVIDED, that Borrower shall have provided the Administrative Agent and the
Banks with copies of the monthly financial statements required by the first
sentence of Section 4.2.1 on or before the Effective Date.
(d) The requirements of Section 4.3 in respect of the consolidated cash
flow forecasts due April 25, 2001 and May 2, 2001, and any Default or Event of
Default which may have occurred as a result of the Borrower's failure to fulfill
such requirements, are hereby waived.
(e) Section 4.15.4(c) and SCHEDULE B of the Credit Agreement and Section 3
of the PCM Agreement are hereby amended by extending the date by which Borrower
is required to pledge or cause to be pledged all of the capital stock or other
equity interests held by Borrower or its Subsidiaries in CCC Canada, CCC
International and CCC ▇▇▇▇▇▇▇▇, as required by such sections, to and including
June 15, 2001.
(f) Section 4.15.4(c) and SCHEDULE B of the Credit Agreement and Section 4
of the PCM Agreement are hereby amended by extending the date by which Borrower
is required to pledge or cause to be pledged, or to provide a negative pledge,
of all of the capital stock or other equity interests held by Borrower or its
Subsidiaries in CCC Enterstand JV, CCC Choice Parts JV, ▇▇▇▇▇▇▇▇▇.▇▇▇, Inc.,
ChannelPoint LLC and CCC ▇▇▇▇▇▇, as required by such sections, to and including
June15 2001. Section 4 of the PCM Agreement is hereby further amended by
inserting a new clause (e) to such section as follows:
",(e) ChannelPoint LLC."
(g) Section 4.15.4(d) of the Credit Agreement and Section 10 of the PCM
Agreement are hereby amended by extending the date by which Borrower is required
to cause each Foreign Subsidiary to execute and deliver a guaranty, security
agreement and related documents, as required by such sections, to and including
June 15, 2001.
(h) Section 4.15.5 of the Credit Agreement and Section 6 of the PCM
Agreement are hereby amended by (i) extending the date by which Borrower is
required to cause each Foreign Subsidiary to execute and deliver an Assignment
of Bank Account Agreement or similar agreement, to the extent required by such
sections, to and including June 15, 2001 and (ii) extending the date by which
Borrower is required to cause CCC Consumer SE to execute and
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deliver an Assignment of Bank Account Agreement as required by such sections, to
and including June 15, 2001, PROVIDED that all funds in all accounts of CCC
Consumer SE for which an Assignment of Bank Account Agreement has not been
obtained shall not at any time exceed $25,000 in the aggregate.
(i) Article 5 of the Credit Agreement is hereby amended by inserting the
following as SECTION 5.20 of the Credit Agreement:
"5.20. INFORMATION CONCERNING FOREIGN SUBSIDIARIES AND JOINT VENTURES.
Borrower will, and will cause its Subsidiaries to, provide to
Administrative Agent and the Banks, on or before May 31, 2001, information
as of a recent date, concerning the assets, properties, operation and
affairs of each of the Foreign Subsidiaries, CCC Enterstand JV and each of
their other respective joint ventures as may be requested by the
Administrative Agent, and will, and will cause its Subsidiaries to, cause
their respective officers and auditors to discuss such matters with
Administrative Agent and the Consultant, as requested by Administrative
Agent."
(j) Section 8 of the PCM Agreement is hereby amended by extending the date
by which Borrower is required to deliver to the Administrative Agent, Landlord
Waivers and related documents with respect to the leased real property of CCC
Consumer SE and the CCC PCS Subsidiaries, as required by such section, to and
including June 15, 2001.
(k) Section 9.17(6) of the Credit Agreement is hereby amended and restated
as follows:
"9.1.17(6). `CCC ▇▇▇▇▇▇' means ▇.▇. ▇▇▇▇▇▇ Limited, a private liability
company organized under the laws of the United Kingdom."
(l) Section 9.1.17(16) of the Credit Agreement is hereby amended and
restated as follows:
"9.1.17(16). `CCC ENTERSTAND JV' means Enterstand Limited, a private
limited company incorporated under the laws of England and Wales."
(m) Section 11 of the PCM Agreement is hereby amended by extending the date
by which Borrower is required to deliver to the Administrative Agent corporate
authorizations and related documents from the Foreign Subsidiaries, as required
by such section, to and including June 15, 2001.
(n) Section 13 of the PCM Agreement is hereby waived (i) with respect to
any third party customer having computer hardware collateral with a value
(which, for these purposes, shall mean the greater of book value and fair market
value) of less than $50,000 in the aggregate (or, with respect to State Farm
Insurance, $250,000) as of the Effective Date and (ii) with respect to the
computer equipment located at Acxiom in Downers Grove, Illinois as of
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the Effective Date, provided, that such computer equipment is moved on or before
June 15, 2001 to one of Borrower's locations for which a Landlord Waiver has
been delivered to Administrative Agent.
3. REPRESENTATIONS, COVENANTS AND WARRANTIES; NO DEFAULT.
(a) This Amendment has been duly authorized by all necessary corporate
action on the part of the Borrower, has been duly executed by the Borrower and
constitutes legal, valid and binding obligations of the Borrower, and is
enforceable against the Borrower in accordance with its terms except to the
extent enforceability hereof is limited by applicable bankruptcy, insolvency or
similar laws affecting creditors' rights generally.
(b) Except for the representations and warranties of Borrower made as of a
particular date and except as set forth on Schedule A-3 to the Amendment-Third,
the representations, covenants and warranties set forth in ARTICLE 3 of the
Credit Agreement after giving effect to this Amendment shall be deemed remade as
of the date hereof by Borrower; PROVIDED, HOWEVER, that any and all references
to the Credit Agreement in such representations and warranties shall be deemed
to include this Amendment and all prior express written waivers and amendments.
(c) No Default or Event of Default has occurred and is continuing after
giving effect to this Amendment and all prior express written waivers and
amendments.
4. FEES AND EXPENSES. Borrower agrees to pay on demand all reasonable costs
and expenses of or incurred by Administrative Agent in connection with the
evaluation, negotiation, preparation, execution and delivery of this Amendment
and the other instruments and documents executed and delivered in connection
with the transactions described herein (including the filing or recording
thereof), including, but not limited to, the reasonable fees and expenses of
counsel for the Administrative Agent.
5. DELIVERY OF DOCUMENTS AT CLOSING. At the closing of this Amendment,
Administrative Agent shall have received from Borrower the following documents,
fully executed by the Borrower, CCC Information Services Group Inc., and the
Restricted Subsidiaries, as applicable, in form and substance satisfactory to
Administrative Agent:
(a) This Amendment; and
(b) A secretary's certificate from the Borrower, together with
Borrower's Organic Documents (or certification that such documents have not
changed since April 17, 2001), incumbency certifications and authorizing
resolutions and documents.
6. EFFECTUATION. This Amendment shall be deemed effective upon receipt by
Administrative Agent of (i) six (6) counterpart signature pages duly executed on
behalf of the Borrower and each Subsidiary, as applicable of each of the
documents set forth in Section 5, and (ii) executed signature pages to this
Amendment from at least that number of Lenders that constitute Required Lenders
under the Credit Agreement. THERE ARE NO OTHER CONDITIONS PRECEDENT TO THE
EFFECTIVENESS OF THIS AMENDMENT.
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7. CONTINUING EFFECT. Except as specifically modified above, the Credit
Agreement, the PCM Agreement, the Security Agreement and all other documents,
instruments and agreements executed and/or delivered in connection therewith
shall remain in full force and effect, and are hereby ratified and confirmed.
The execution, delivery and effectiveness of this Amendment shall not operate as
a waiver of any right, power or remedy of the Administrative Agent or the
Lenders, nor constitute a waiver of any provision of the Credit Agreement or any
other documents, instruments or agreements executed and/or delivered in
connection therewith (except as expressly set forth herein). Nothing herein
shall constitute a waiver by the Administrative Agent or the Lenders of any
existing (except as expressly waived above) or hereafter arising Default or
Event of Default nor shall the Administrative Agent's and the Lenders' execution
and delivery of this Amendment establish a course of dealing among the
Administrative Agent, the Lenders, the Borrower or any other obligor or in any
other way obligate the Administrative Agent or any Lenders to provide hereafter
any further consents, waivers or modifications with respect to the Credit
Agreement.
8. COLLATERAL DOCUMENTS. Borrower has herewith and heretofore executed and
delivered to the Administrative Agent certain Loan Documents, and Borrower
hereby acknowledges and agrees that, notwithstanding the execution and delivery
of this Amendment, the Loan Documents remain in full force and effect and the
rights and remedies of the Administrative Agent thereunder, the obligations of
Borrower thereunder and the liens and security interests created and provided
for thereunder remain in full force and effect and shall not be affected,
impaired or discharged hereby. Nothing herein contained shall in any manner
affect or impair the priority of the liens and security interests created and
provided for in the Loan Documents as to the indebtedness which would be secured
thereby prior to giving effect to this Amendment.
9. COUNTERPARTS. This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original, and all of which
together shall constitute one and the same instrument. Delivery of an executed
counterpart of this Amendment by facsimile shall be equally as effective as
delivery of a manually executed counterpart of this Amendment. Any party
delivering an executed counterpart of this Amendment by facsimile shall also
deliver a manually executed counterpart of this Amendment, but the failure to
deliver a manually executed counterpart shall not affect the validity,
enforceability and binding effect of this Amendment.
[SIGNATURE PAGE FOLLOWS]
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(WAIVER AND EXTENSION AMENDMENT SIGNATURE PAGE)
IN WITNESS WHEREOF, the parties hereto have duly executed this Waiver and
Extension Amendment as of the date first above written.
CCC INFORMATION SERVICES INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Executive Vice President and
Chief Financial Officer
Address:
CCC Information Services, Inc.
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▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Main: 312-229-3200
Fax: ▇▇▇-▇▇▇-▇▇▇▇
(WAIVER AND EXTENSION AMENDMENT SIGNATURE PAGE)
LASALLE BANK NATIONAL ASSOCIATION,
f/k/a LaSalle National Bank,
as Administrative Agent
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇,
Senior Vice President and
Division Head
Address:
LaSalle Bank National Association
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▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Senior Vice President and
Division Head
Main: 312/904-8914
Fax: 312/▇▇▇-▇▇▇▇
(WAIVER AND EXTENSION AMENDMENT SIGNATURE PAGE)
LASALLE BANK NATIONAL ASSOCIATION
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇,
Senior Vice President and
Division Head
Address:
LaSalle Bank National Association
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Senior Vice President and
Division Head
Main: 312/904-8914
Fax: 312/▇▇▇-▇▇▇▇
(WAIVER AND EXTENSION AMENDMENT SIGNATURE PAGE)
FLEET NATIONAL BANK
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Its: Senior Vice President
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Address:
Fleet National Bank
Mail Code: MA DE 100 0 6A
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▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇,
Senior Vice President
Main: ▇▇▇-▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
(WAIVER AND EXTENSION AMENDMENT SIGNATURE PAGE)
▇▇▇▇▇▇ TRUST AND SAVINGS BANK
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
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Its: Managing Director
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Address:
▇▇▇▇▇▇ Trust and Savings Bank
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇
Main: ▇▇▇-▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
(WAIVER AND EXTENSION AMENDMENT SIGNATURE PAGE)
BANK LEUMI USA
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
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Its: First Vice President
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Address:
Bank Leumi USA
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▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇ ▇. ▇▇▇▇▇▇▇
Main: ▇▇▇-▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
(WAIVER AND EXTENSION AMENDMENT SIGNATURE PAGE)
▇▇▇▇▇ FARGO BANK WISCONSIN, N.A., f/k/a
Norwest Bank Wisconsin, N.A.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Its: V. P.
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Address:
▇▇▇▇▇ Fargo Bank Wisconsin N.A.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Main: ▇▇▇-▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
SCHEDULE TO EXHIBIT 10.1
In addition to the agreement filed as Exhibit 10.1 to this filing, CCC
Information Services Inc. has executed and delivered:
(1) Second Waiver and Extension Amendment dated as of June 15, 2001 between
CCC Information Services Inc. and LaSalle Bank National Association;
(2) Third Waiver and Extension Amendment dated as of July 13, 2001 between
CCC Information Services Inc. and LaSalle Bank National Association; and
(3) Letter Agreement dated July 30, 2001 between CCC Information Services
Inc. and LaSalle Bank National Association.
These agreements are substantially identical in all material respects to
the agreement filed as Exhibit 10.1 to this filing, except for: (i) the dates of
execution; and (ii) immaterial differences relating to the waiver by LaSalle
Bank National Association of certain information requirements and the extension
of time to complete certain post-closing requirements associated with the Waiver
and Third Amendment to the Amended and Restated Credit Facility Agreement.