PLEDGE AGREEMENT OF DOMESTIC SUBSIDIARIES
THIS PLEDGE AGREEMENT OF DOMESTIC SUBSIDIARIES (this "AGREEMENT")
dated as of April 17, 2001 is between CCC INFORMATION SERVICES INC., a
Delaware corporation (the "COMPANY"), and the other Pledgors listed on
SCHEDULE I attached hereto ("Subsidiary Pledgors") (the Company and the
Subsidiary Pledgors are collectively hereinafter referred to as the
"Pledgors") and LASALLE BANK NATIONAL ASSOCIATION, f/k/a LaSalle National
Bank, a national banking association, in its capacity as Administrative Agent
for the Lender Parties referred to below (in such capacity, the
"ADMINISTRATIVE AGENT").
W I T N E S E T H:
WHEREAS, pursuant to an 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, and that certain Second Waiver and Amendment to Amended and
Restated Credit Facility Agreement dated as of February 15, 2001 (the
"ORIGINAL CREDIT AGREEMENT") among the Company, various financial
institutions (such financial institutions, together with their respective
successors and assigns, collectively the "LENDERS" and individually each a
"LENDER") and the Administrative Agent, the Lenders have agreed to make loans
to, and to issue letters of credit for the account of, the Company from time
to time;
WHEREAS, Administrative Agent, the Lenders and the Company now
desire to amend the Original Credit Agreement pursuant to that certain Waiver
and Third Amendment to Amended and Restated Credit Facility Agreement dated
as of even date herewith (the "WAIVER AND AMENDMENT"), to among other things,
waive certain Events of Default under certain financial covenants (the
Original Credit Agreement as amended by the Waiver and Amendment and as may
be further amended, restated or otherwise modified from time to time, the
"CREDIT AGREEMENT");
WHEREAS, the Lenders have agreed to make certain loans to, and issue
or participate in letters of credit for the account of, and to extend other
financial accommodations to, the Company, pursuant to the terms and
conditions of the Credit Agreement;
WHEREAS, each Subsidiary Pledgor, as a direct or indirect Subsidiary
of the Company, will derive substantial direct and indirect economic benefits
from the extension of such financial accommodations to the Company;
WHEREAS, the Administrative Agent and the Lenders have required, as
a further condition to entering into the Waiver and Amendment and to
extending such financial
accommodations that each of the Pledgors enter into this pledge of their
equity ownership interests in the domestic entities listed on SCHEDULE I
attached hereto;
WHEREAS, pursuant to the terms of the Waiver and Amendment and that
certain Post-Closing Matters Agreement (the "POST-CLOSING AGREEMENT") by and
between the Company and the Administrative Agent dated as of even date
herewith, the Company and its direct and indirect Subsidiaries that own
shares of stock and other equity interests in entities which are organized
outside of the United States shall enter into a separate pledge agreement
pledging their respective direct or indirect material equity ownership
interests in any direct or indirect subsidiaries, affiliates or joint
ventures which are organized outside of the United States;
WHEREAS, each of the Subsidiary Pledgors has executed and delivered
a guaranty (as amended, restated or otherwise modified from time to time, the
"GUARANTY") of the obligations of the Company under the Credit Agreement, the
Notes and the other Loan Documents;
WHEREAS, the obligations of the Company under the Credit Agreement,
the Notes and the other Loan Documents and the obligations of the Subsidiary
Pledgors under the Guaranty are to be secured pursuant to this Agreement.
NOW, THEREFORE, for and in consideration of any loan, advance or
other financial accommodation heretofore or hereafter made to the Company
under or in connection with the Credit Agreement, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. DEFINITIONS. When used herein, (a) capitalized terms which
are not otherwise defined have the meanings assigned thereto in the Credit
Agreement; and (b) the following terms have the following meanings (such
meanings to be applicable to both the singular and plural forms of such
terms):
COLLATERAL - see SECTION 2.
DEFAULT means the occurrence and continuance of any Event of
Default.
ISSUER means the issuer of any of the shares of equity
ownership interests or other securities representing all or any of the
Collateral.
LENDER PARTY means each Lender and any Affiliate of a Lender
which is a party to a Hedging Agreement with the Company.
LIABILITIES means (i) all obligations (monetary or otherwise)
of the Company, howsoever created, arising or evidenced, whether direct
or indirect, absolute or contingent, now or hereafter existing, or due
or to become due, which arise out of or in connection with the Credit
Agreement, the Notes, this Agreement, any other Loan Document or any
document or instrument executed in connection therewith; (ii) all
Hedging Obligations owed by the Company to any Lender Party; and (iii)
all obligations
(monetary or otherwise) of each Subsidiary Pledgor under the
Guaranty, any other Loan Document to which it is a party and any
other document or instrument executed by it, in each case howsoever
created, arising or evidenced, whether direct or indirect, absolute or
contingent, now or hereafter existing, or due or to become due.
2. PLEDGE. As security for the payment of all Liabilities, the
Pledgors hereby pledge to the Administrative Agent for the benefit of the
Lender Parties, and grant to the Administrative Agent for the benefit of the
Lender Parties a continuing security interest in, all of the following:
A. All of the equity ownership interests and other securities described
in SCHEDULE I hereto, all of the certificates and/or instruments
representing such equity ownership interests and other securities, and
all cash, securities, dividends, rights and other property at any time
and from time to time received, receivable or otherwise distributed in
respect of or in exchange for any or all of such equity ownership
interests or other securities;
B. All additional equity ownership interests in any of the Issuers
listed in SCHEDULE I hereto at any time and from time to time acquired
by any of the Pledgors in any manner, all of the certificates
representing such additional equity ownership interests, and all cash,
securities, dividends, rights and other property at any time and from
time to time received, receivable or otherwise distributed in respect
of or in exchange for any or all of such equity ownership interests;
C. All other property hereafter delivered to the Administrative Agent
in substitution for or in addition to any of the foregoing, all
certificates and instruments representing or evidencing such property,
and all cash, securities, interests, dividends, rights and other
property at any time and from time to time received, receivable or
otherwise distributed in respect of or in exchange for any or all
thereof; and
D. All products and proceeds of all of the foregoing.
All of the foregoing are herein collectively called the "COLLATERAL".
The Pledgors agree to deliver to the Administrative Agent, promptly
upon receipt and in due form for transfer (i.e., endorsed in blank or
accompanied by stock or bond powers executed in blank), any Collateral (other
than dividends which the Pledgors are entitled to receive and retain pursuant
to SECTION 5 hereof) which may at any time or from time to time come into the
possession or control of the Pledgors; and prior to the delivery thereof to
the Administrative Agent, such Collateral shall be held by the Pledgors
separate and apart from its other property and in express trust for the
Administrative Agent.
3. WARRANTIES; FURTHER ASSURANCES. Each Pledgor warrants to
the Administrative Agent and each Lender Party that: (a) the applicable
Pledgor is (or at the time of any future delivery, pledge, assignment or
transfer thereof will be) the sole, direct, legal and equitable owner of the
Collateral owned by such Pledgor free and clear of all liens, security
interests and
encumbrances of every description whatsoever other than the security interest
created hereunder and under the other Loan Documents; (b) the pledge and
delivery of the Collateral pursuant to this Agreement will create a valid
perfected security interest in the Collateral in favor of the Administrative
Agent; (c) all of the equity ownership interests referred to in SCHEDULE I
hereto are duly authorized, validly issued, fully paid and non-assessable;
(d) as to each Issuer whose name appears in SCHEDULE I hereto, the Collateral
represents on the date hereof not less than the applicable percentage (as
shown in SCHEDULE I hereto) of the total equity ownership interests issued
and outstanding of such Issuer; (e) the information contained in SCHEDULE I
hereto is true and accurate in all respects; (f) the equity ownership
interests listed on SCHEDULE I hereto are the only equity ownership interests
owned by the applicable Pledgor in any direct or indirect Subsidiary or joint
venture of such Pledgor other than equity ownership interests (i) listed on
Schedule II hereto; PROVIDED THAT, each Pledgor will hereafter pledge or take
such other actions in respect of the equity ownership interests described on
SCHEDULE II as are required by Section 4.15.4 of the Credit Agreement, and
(ii) constituting publicly-traded securities acquired by such Pledgor for the
purpose of obtaining information distributed by the issuer of such securities
to its shareholders generally, provided that the market value of the
securities described in this clause (ii) (1) did not exceed $10,000 of any
individual issuer at the time the same were acquired by such Pledgor and (2)
does not exceed $100,000 in the aggregate as of the date hereof; (g) each
Pledgor has the right, subject to the provisions of the Loan Documents, (i)
to vote the Collateral owned by it, and (ii) to pledge and grant a security
interest in all or any part of the Collateral owned by it free of any Lien;
and (h) each Pledgor has the right (subject, however, to the Securities Act
of 1933, as amended, other applicable securities laws and/or the terms and
provisions of the Loan Documents) to otherwise transfer all or any part of
the Collateral owned by it free of any Lien.
So long as any of the Liabilities (other than contingent
indemnification obligations) shall be outstanding or any commitment shall
exist on the part of the Administrative Agent or any Lender Party with
respect to the creation of any Liabilities, each Pledgor (i) shall not,
without the express prior written consent of the Administrative Agent, sell,
assign, exchange, pledge or otherwise transfer, encumber, or grant any
option, warrant or other right to purchase the equity ownership interests of
any Issuer which is pledged hereunder; (ii) authorizes Administrative Agent
to file all financing statements, and amendments thereto, deemed reasonably
appropriate by Administrative Agent in connection with the perfection of a
security interest in the Collateral owned by it (and will pay the cost of
filing or recording the same in all public offices deemed reasonably
necessary by Administrative Agent), and will, upon the request of
Administrative Agent, execute such financing statements, and amendments
thereto, and other documents (and pay the cost of filing or recording the
same in all public offices reasonably deemed appropriate by the
Administrative Agent) and do such other acts and things, all as the
Administrative Agent may from time to time reasonably request, to establish
and maintain a valid, perfected security interest in the Collateral owned by
it (free of all other liens, claims and rights of third parties whatsoever)
to secure the performance and payment of the Liabilities; (iii) will execute
and deliver to the Administrative Agent such stock powers and similar
documents relating to the Collateral owned by it, satisfactory in form and
substance to the Administrative Agent, as the Administrative Agent may
reasonably request; and (iv) will furnish the Administrative Agent or
any Lender Party such information concerning the Collateral owned by it as
the Administrative Agent or such Lender Party may from time to time
reasonably request, and will permit the Administrative Agent or any Lender
Party or any designee of the Administrative Agent or any Lender Party, from
time to time at reasonable times and on reasonable notice (or at any time
without notice during the existence of a Default), to inspect, audit and make
copies of and extracts from all records and all other papers in the
possession of the Pledgors which pertain to the Collateral owned by it , and
will, upon request of the Administrative Agent at any time when a Default has
occurred and is continuing, deliver to the Administrative Agent all of such
records and papers.
4. HOLDING IN NAME OF ADMINISTRATIVE AGENT, ETC. The
Administrative Agent may from time to time after the occurrence and during
the continuance of a Default, without notice to the Pledgors, take all or any
of the following actions: (a) transfer all or any part of the Collateral into
the name of the Administrative Agent or any nominee or sub-agent for the
Administrative Agent, with or without disclosing that such Collateral is
subject to the lien and security interest hereunder, (b) appoint one or more
sub-agents or nominees for the purpose of retaining physical possession of
the Collateral, (c) notify the parties obligated on any of the Collateral to
make payment to the Administrative Agent of any amounts due or to become due
thereunder, (d) endorse any checks, drafts or other writings in the name of
the Pledgors to allow collection of the Collateral, (e) enforce collection of
any of the Collateral by suit or otherwise, and surrender, release or
exchange all or any part thereof, or compromise or renew for any period
(whether or not longer than the original period) any obligations of any
nature of any party with respect thereto, and (f) take control of any
proceeds of the Collateral.
5. VOTING RIGHTS, DIVIDENDS, ETC. (a) Notwithstanding the
provisions of SECTION 4 hereof, so long as the Administrative Agent has not
given the notice referred to in PARAGRAPH (B) below:
A. Each Pledgor shall be entitled to exercise any and all voting or
consensual rights and powers and stock purchase or subscription rights
relating or pertaining to the Collateral owned by it or any part
thereof for any purpose.
B. Each Pledgor shall be entitled to receive and retain any and all
lawful dividends payable in respect of the Collateral owned by it which
are paid in cash by any Issuer if such dividends are permitted by the
Credit Agreement, but all dividends and distributions in respect of the
Collateral owned by it or any part thereof made in shares of equity
ownership interests or other property or representing any return of
capital, whether resulting from a subdivision, combination or
reclassification of Collateral or any part thereof or received in
exchange for Collateral or any part thereof or as a result of any
merger, consolidation, acquisition or other exchange of assets to which
any Issuer may be a party or otherwise or as a result of any exercise
of any stock purchase or subscription right, shall be and become part
of the Collateral hereunder and, if received by the Pledgors, shall be
forthwith delivered to the Administrative Agent in due form for
transfer (i.e., endorsed in blank or accompanied by stock or bond
powers executed in blank) to be held for the purposes of this
Agreement.
C. The Administrative Agent shall execute and deliver, or cause to be
executed and delivered, to the Pledgors all such proxies, powers of
attorney, dividend orders and other instruments as the Pledgors may
reasonably request for the purpose of enabling the Pledgors to exercise
the rights and powers which it is entitled to exercise pursuant to
CLAUSE (A) above and to receive the dividends which it is authorized to
retain pursuant to CLAUSE (B) above.
(b) Upon notice from the Administrative Agent during the existence of a
Default, and so long as the same shall be continuing, all rights and powers
which the Pledgors are entitled to exercise pursuant to SECTION 5(A)(A)
hereof, and all rights of the Pledgors to receive and retain dividends
pursuant to SECTION 5(A)(B) hereof, shall forthwith cease, and all such
rights and powers shall thereupon become vested in the Administrative Agent
which shall have, during the continuance of such Default, the sole and
exclusive authority to exercise such rights and powers and to receive such
dividends. Any and all money and other property paid over to or received by
the Administrative Agent pursuant to this PARAGRAPH (B) shall be retained by
the Administrative Agent as additional Collateral hereunder and applied in
accordance with the provisions hereof.
7. NOTICES. Any notice required or permitted to be given under
this Agreement shall be sent by United States mail, telegraph, telex, fax or
nationally established overnight courier service, and shall be deemed
received (i) when received by the addressee if sent via the United States
mail, postage prepaid, (ii) when delivered to the appropriate office or
machine operator for transmission, charges prepaid, if sent by telegraph or
telex (answerback confirmed in the case of telexes), (iii) when receipt
thereof by the addressee is confirmed by telephone if sent by fax and (iv)
one business day after delivery to an overnight courier service, if sent by
such service, in each case addressed to the relevant party at the address set
forth for such party on the signature pages hereof or at such other address
as may be designated by such party in a notice sent in accordance with the
terms of this SECTION 6 to the other parties..
8. REMEDIES. Whenever a Default shall exist, the Administrative
Agent may exercise from time to time any rights and remedies available to it
under the Uniform Commercial Code as in effect from time to time in Illinois
or otherwise available to it. Without limiting the foregoing, whenever a
Default shall exist the Administrative Agent (a) may, to the fullest extent
permitted by applicable law, without notice, advertisement, hearing or
process of law of any kind, (i) sell any or all of the Collateral, free of
all rights and claims of the Pledgors therein and thereto, at any public or
private sale or brokers' board and (ii) bid for and purchase or allow any
Lender Party to bid for and purchase any or all of the Collateral at any such
public sale, and if permitted by applicable law, buy all or any part of the
Collateral at any such private sale and (b) shall have the right, for and in
the name, place and stead of the Pledgors, to execute endorsements,
assignments, stock powers and other instruments of conveyance or transfer
with respect to all or any of the Collateral. The Pledgors hereby expressly
waive, to the fullest extent permitted by applicable law, any and all
notices, advertisements, hearings or process of law in
connection with the exercise by the Administrative Agent of any of its rights
and remedies during the continuance of a Default. Any notification of
intended disposition of any of the Collateral shall be deemed reasonably and
properly given if given at least ten (10) days before such disposition. Any
other requirement of notice, demand, or advertisement for sale is to the
extent permitted by law, waived. The Pledgors will pay to the Administrative
Agent all expenses (including without limitation, court costs and attorneys'
and paralegals' fees and expenses) of, or incident to, (i) the administration
of this Agreement, (ii) the custody or preservation of, or the sale or
collection of or other realization upon, any of the Collateral, (iii) the
exercise or enforcement of any of the rights of the Administrative Agent
hereunder, or (iv) the failure by the Pledgors to perform or observe any
provision hereof. Any proceeds of any of the Collateral may be applied by the
Administrative Agent to the payment of such expenses in connection with the
Collateral, and any balance of such proceeds may be applied by the
Administrative Agent toward the payment of such of the Liabilities, and in
such order of application as provided in SECTION 1.5.3 of the Credit
Agreement (and, after payment in full of all Liabilities, any excess shall be
delivered to the Pledgors or as a court of competent jurisdiction shall
direct).
The Administrative Agent is hereby authorized to comply with any
limitation or restriction in connection with any sale of Collateral as it may
be advised by counsel is necessary in order to (a) avoid any violation of
applicable law (including, without limitation, compliance with such
procedures as may restrict the number of prospective bidders or purchasers
and/or further restrict such prospective bidders or purchasers to persons or
entities who will represent and agree that they are purchasing for their own
account for investment and not with a view to the distribution or resale of
such Collateral) or (b) obtain any required approval of the sale or of the
purchase by any governmental regulatory authority or official, and the
Pledgors agree that such compliance shall not result in such sale being
considered or deemed not to have been made in a commercially reasonable
manner and that the Administrative Agent shall not be liable or accountable
to the Pledgors for any discount allowed by reason of the fact that such
Collateral is sold in compliance with any such limitation or restriction.
9. ADMINISTRATIVE AGENT APPOINTED ATTORNEY-IN-FACT. The
Pledgors hereby appoint the Administrative Agent as the Pledgors'
attorney-in-fact, with full authority in the place and stead of the Pledgors
and in the name of the Pledgors or otherwise, from time to time when a
Default exists and in the Administrative Agent's discretion to take any
action and to execute any instrument which the Administrative Agent may deem
necessary or advisable to accomplish the purposes of this Agreement,
including, without limitation, to receive, endorse and collect all
instruments made payable to the Pledgors representing any distribution,
interest payment or other dividend distribution in respect of the Collateral
or any part thereof and to give full discharge for the same. This power of
attorney created under this SECTION 8, being coupled with an interest, shall
be irrevocable for the term of this Agreement, but shall not be deemed to
authorize the Administrative Agent to take any action which the Pledgors
could not be required to take hereunder.
10. GENERAL. The Administrative Agent shall be deemed to have
exercised reasonable care in the custody and preservation of the Collateral
if it takes such action for that purpose as
the Pledgors shall request in writing, but failure of the Administrative
Agent to comply with any such request shall not of itself be deemed a failure
to exercise reasonable care, and no failure of the Administrative Agent to
preserve or protect any rights with respect to the Collateral against prior
parties, or to do any act with respect to preservation of the Collateral not
so requested by the Pledgors, shall be deemed a failure to exercise
reasonable care in the custody or preservation of any Collateral.
No delay on the part of the Administrative Agent in exercising any
right, power or remedy shall operate as a waiver thereof, and no single or
partial exercise of any such right, power or remedy shall preclude any other
or further exercise thereof, or the exercise of any other right, power or
remedy. No amendment, modification or waiver of, or consent with respect to,
any provision of this Agreement shall be effective unless the same shall be
in writing and signed and delivered by the Administrative Agent, and then
such amendment, modification, waiver or consent shall be effective only in
the specific instance and for the specific purpose for which given.
All obligations of the Pledgors and all rights, powers and remedies
of the Administrative Agent and the Lender Parties expressed herein are in
addition to all other rights, powers and remedies possessed by them,
including, without limitation, those provided by applicable law or in any
other written instrument or agreement relating to any of the Liabilities or
any security therefor.
This Agreement shall be construed in accordance with and governed by
the laws of the State of Illinois applicable to contracts made and to be
fully performed in such State. Wherever possible each provision of this
Agreement shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement shall be
prohibited by or invalid under such law, such provision shall be ineffective
to the extent of such prohibition or invalidity, without invalidating the
remainder of such provision or the remaining provisions of this Agreement.
This Agreement shall be binding upon the Pledgors and the
Administrative Agent and their respective successors and assigns, and shall
inure to the benefit of the Pledgors and the Administrative Agent and the
successors and assigns of the Administrative Agent.
This Agreement may be executed in any number of counterparts and by
the different parties hereto on separate counterparts, and each such
counterpart shall be deemed an original but all such counterparts shall
together constitute but one and the same Agreement. Delivery of an executed
counterpart of this Agreement by telefacsimile shall be equally as effective
as delivery of a manually-executed counterpart of this Agreement. Any party
delivering an executed counterpart of this Agreement by telefacsimile shall
also deliver a manually-executed counterpart of this Agreement, but the
failure to deliver a manually-executed counterpart shall not affect the
validity, enforceability, and binding effect of this Agreement.
ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN
CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, SHALL BE BROUGHT
AND MAINTAINED EXCLUSIVELY IN THE COURTS OF THE STATE OF ILLINOIS OR IN THE
UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS; PROVIDED
THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY
MAY BE BROUGHT, AT THE ADMINISTRATIVE AGENT'S OPTION, IN THE COURTS OF ANY
JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. THE
PLEDGORS HEREBY EXPRESSLY AND IRREVOCABLY SUBMIT TO THE JURISDICTION OF THE
COURTS OF THE STATE OF ILLINOIS AND OF THE UNITED STATES DISTRICT COURT FOR
THE NORTHERN DISTRICT OF ILLINOIS FOR THE PURPOSE OF ANY SUCH LITIGATION AS
SET FORTH ABOVE. EACH OF THE PLEDGORS FURTHER IRREVOCABLY CONSENTS TO THE
SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, TO THE ADDRESS OF THE
PLEDGORS SPECIFIED IN, OR PURSUANT TO, THE CREDIT AGREEMENT, OR BY PERSONAL
SERVICE WITHIN OR WITHOUT THE STATE OF ILLINOIS. EACH OF THE PLEDGORS HEREBY
EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY
OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY
SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM
THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
EACH OF THE PLEDGORS, THE ADMINISTRATIVE AGENT AND (BY ACCEPTING THE
BENEFITS HEREOF) EACH LENDER PARTY HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY
IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS
AGREEMENT, ANY NOTE, ANY OTHER LOAN DOCUMENT AND ANY AMENDMENT, INSTRUMENT,
DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN
CONNECTION HEREWITH OR THEREWITH OR ARISING FROM ANY FINANCING RELATIONSHIP
EXISTING IN CONNECTION WITH ANY OF THE FOREGOING, AND AGREES THAT ANY SUCH
ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.
SIGNATURE PAGE FOLLOWS
SIGNATURE PAGE TO PLEDGE AGREEMENT OF DOMESTIC SUBSIDIARIES
IN WITNESS WHEREOF, this Agreement has been duly executed and
delivered as of the day and year first written above.
Address: CCC INFORMATION SERVICES INC.
444 Merchandise Mart
Chicago, IL 60654 Name: Reid E. Simpson
Its: Chief Financial Officer
Address: CCC CONSUMER SERVICES INC.
1100 South State Road 7, Suite 201 By: /s/ Reid E. Simpson
Margate, FL 33068 ------------------------------
Name: Reid E. Simpson
Its: Chief Financial Officer
SIGNATURE PAGE TO PLEDGE AGREEMENT OF DOMESTIC SUBSIDIARIES
Address: LASALLE BANK NATIONAL ASSOCIATION, as
Administrative Agent
LaSalle Bank National Association By: /s/ Aimee Daniels
135 South LaSalle ---------------------------------
Chicago, IL 60603 Aimee Daniels,
Attn: Aimee Daniels Senior Vice President and
Phone: 312-904-4130 Division Head
Fax: 312-904-0409