EXHIBIT 9
Warburg, ▇▇▇▇▇▇ Equity Partners, ▇.▇.
▇▇▇▇▇▇▇, ▇▇▇▇▇▇ Netherlands Equity Partners I, ▇.▇.
▇▇▇▇▇▇▇, ▇▇▇▇▇▇ Netherlands Equity Partners II, ▇.▇.
▇▇▇▇▇▇▇, ▇▇▇▇▇▇ Netherlands Equity Partners III, C.V.
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
June 2, 2001
The Cobalt Group, Inc.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Gentlemen:
Reference is made to the Agreement and Plan of Merger (the "Merger
Agreement"), dated as of the date hereof, between The Cobalt Group, Inc., a
Washington corporation (the "Company"), and Cobalt Acquisition Corporation, a
Washington corporation ("Merger Sub"). Capitalized terms used but not defined
herein shall have the meaning assigned to them in the Merger Agreement. The
undersigned (collectively, the "Warburg Pincus Funds") hereby agree with the
Company as follows:
1. Immediately prior to the consummation of the Merger, the Warburg Pincus
Funds and the Company will execute and deliver to each other a subscription
agreement (the "Subscription Agreement"), in substantially the form attached
hereto.
2. If the Company terminates the Merger Agreement pursuant to Section
7.1(e)(ii), or if the Company terminates the Merger Agreement solely as a result
of the failure of the condition set forth in Section 6.2(c) to have been
satisfied, then the Warburg Pincus Funds shall pay to the Company, at the time
of such termination, an amount equal to the Termination Fee plus the Company's
reasonably documented out-of-pocket expenses incurred by the Company in
connection with the Merger, the Merger Agreement and the consummation of the
transactions contemplated thereby, including, without limitation, the reasonable
fees and expenses of the Company's and the Special Committee's counsel and
accountants as well as all reasonable fees and expenses payable to all
investment banking firms and other financial institutions; provided, however,
that in no event shall the aggregate amount of such out-of-pocket expenses
exceed $1,500,000.
3. Except as set forth in paragraph 2 above, the Warburg Pincus Funds shall
have no liability hereunder or under the Subscription Agreement unless the
Merger shall have occurred.
If the foregoing correctly sets forth our understanding, please so indicate
by executing a copy of this letter in the space indicated below and return it to
us.
Sincerely,
WARBURG, ▇▇▇▇▇▇ EQUITY PARTNERS,
L.P.
By: Warburg, ▇▇▇▇▇▇ & Co.,
its General Partner
By:
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Name:
Title:
WARBURG, ▇▇▇▇▇▇ NETHERLANDS
EQUITY PARTNERS I, C.V.
By: Warburg, ▇▇▇▇▇▇ & Co.,
its General Partner
By:
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Name:
Title:
WARBURG, ▇▇▇▇▇▇ NETHERLANDS
EQUITY PARTNERS II, C.V.
By: Warburg, ▇▇▇▇▇▇ & Co.,
its General Partner
By:
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Name:
Title:
-▇-
▇▇▇▇▇▇▇, ▇▇▇▇▇▇ NETHERLANDS
EQUITY PARTNERS III, C.V.
By: Warburg, ▇▇▇▇▇▇ & Co.,
its General Partner
By:
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Name:
Title:
ACCEPTED AND AGREED:
THE COBALT GROUP, INC.
By:
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Name:
Title:
-3-