CCC INFORMATION SERVICES GROUP INC.
WORLD TRADE CENTER CHICAGO
444 MERCHANDISE MART
CHICAGO, ILLINOIS 60654
February 23, 2001
TO: Capricorn Investors III, L.P. ("Capricorn")
30 East Elm Street
Greenwich, Connecticut 06830
Gentlemen:
Reference is made to the Securities Purchase Agreement, of even date
herewith (the "Purchase Agreement"), by and among CCC Information Services Group
Inc. (the "Company"), CCC Capital Trust (the "Trust") and Capricorn and the
Transaction Documents (as defined in the Purchase Agreement), relating to the
sale by (i) the Trust to Capricorn of 15,000 Trust Preferred Securities of the
Trust (liquidation amount of $1,000 per trust preferred security), representing
undivided beneficial interests in the assets of the Trust (the "Trust Preferred
Securities"), (ii) the Company to Capricorn of 100 shares of Series F Preferred
Stock of the Company (the "Series F Preferred Stock") and (iii) the Company to
Capricorn of warrants (the "Warrants," and together with the Series F Preferred
Stock and the Trust Preferred Securities, the "Securities") to purchase
1,200,000 shares of the Company's common stock, par value $0.10 per share (the
"Common Stock"). In consideration of, and as a condition precedent to,
Capricorn's consummation of the transactions contemplated by the Purchase
Agreement, including the purchase of the Securities, the Company and Capricorn
hereby agree as follows:
1. The parties hereto agree that the Company shall have the right to sell
to Capital Z Financial Services Fund II, L.P. ("Capital Z") and any other
additional investors ("Additional Investors") (i) up to an additional
$50,000,000 principal amount of trust preferred securities to be issued pursuant
to a new trust, and (ii) additional warrants to purchase up to 4,000,000 shares
of Common Stock. In the event that the Company determines to sell Securities to
other Additional Investors, Capricorn will be entitled, for 15 days from receipt
of written notice of such determination, to designate one or more of its limited
partners as such an Additional Investor before the Company will be entitled to
designate another person as an Additional Investor (it being acknowledged and
agreed, that Capricorn's limited partners may, in their sole discretion, elect
to purchase up to all of the Securities allocated by the Company for such
Additional Investors). Any Additional Investors (other than limited partners and
general partners of Capricorn and other than Capital Z) must be reasonably
acceptable to Capricorn and the Board of Directors of the Company. Capricorn
shall be entitled to the benefit of any terms and conditions, including, without
limitation, economic terms, contained in the definitive documentation of a
transaction consummated with any of Capital Z or the Additional Investors with
respect to the Securities on or before November 23, 2001, that are more
favorable to Capricorn, and the Company agrees to enter into an amendment to the
Purchase Agreement or the other Transaction Documents, as appropriate, in form
and substance mutually acceptable to the parties, in order to incorporate such
improved terms and conditions; PROVIDED, HOWEVER, that such
modification to the terms and conditions of the transactions contemplated by the
Purchase Agreement shall not apply to such terms and conditions that are
relative to the size of the investment of Capital Z and/or the Additional
Investors (e.g. number of board members, number of demand or other
registrations, etc.).
2. In the event that the Company does not, by November 23, 2001, either (i)
consummate the Surf transaction or (ii) consummate the sale of at least an
additional $50,000,000 of securities similar to those described in paragraph 1
above or such other alternative financing in an amount and with terms and
conditions that are approved by the Board of Directors of the Company, the
Company shall, if so requested by Capricorn, use its best efforts to obtain
alternative financing in an amount and with terms and conditions that are
approved by the Board of Directors of the Company. In such event, Capricorn and
its affiliates shall have the option to participate in such alternative
financing on a pro-rata basis relative to the stockholdings of the Company's
stockholders who decide to participate in such alternative financing. In
addition, Capricorn and its affiliates will be entitled to exchange their
Securities (valued at liquidation value plus accrued but unpaid dividends), in
lieu of cash, for the purchase of any equity or equity equivalent securities
that may be issued in any such alternative financing.
3. The parties hereto understand and agree that nothing in this letter
agreement shall affect or negate the obligations of the Board of Directors of
the Company to act, and the Company's obligations hereunder are subject to the
determination by the Board of Directors that any action taken by the Company
would be, (i) in the best interests of the Company's stockholders, (ii) pursuant
to its fiduciary duties or (iii) in accordance with applicable law, including,
but not limited to, the provisions of the General Corporation Law of the State
of Delaware.
4. This letter agreement shall be effective, as against any party, after
execution and delivery of a counterpart signature hereof by such party and
concurrently with the effectiveness of the Purchase Agreement in respect of such
party.
5. This letter agreement shall not be assignable by the Company or
Capricorn (other than to a successor-in-interest of such party) without the
prior written consent of the other party hereto (and any purported assignment
without such consent shall be null and void), is intended to be solely for the
benefit of the parties hereto and is not intended to confer any benefits upon,
or create any rights in favor of, any person other that the parties hereto and
their permitted successors and assigns. No terms of this letter agreement may be
amended or waived except by an instrument in writing signed by the party against
whom such amendment or waiver is sought to be enforced. This letter agreement
may be executed in any number of counterparts, each of which shall be an
original, and all of which, when taken together, shall constitute one agreement.
Delivery of an executed signature page of this letter agreement by facsimile
transmission shall be as effective as delivery of a manually executed
counterpart hereof. This letter agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware, without giving effect to its
principles of conflicts of law.
Very truly yours,
CCC INFORMATION SERVICES GROUP INC.
By: /s/ Reid E. Simpson
Name: Reid E. Simpson
Title: Executive Vice President
and Chief Financial Officer
Accepted and agreed:
CAPRICORN INVESTORS III, L.P.
By: CAPRICORN HOLDINGS III, LLC,
its General Partner
By: /s/ Herbert S. Winokur, Jr.
Name: Herbert S. Winokur, Jr.
Title: Manager