EXHIBIT 10.2
WAIVER AND AMENDMENT TO
AMENDED AND RESTATED CREDIT FACILITY AGREEMENT
THIS WAIVER AND AMENDMENT TO AMENDED AND RESTATED CREDIT FACILITY
AGREEMENT (this "Amendment") is entered into as of the 20th day of October, 2000
by and among LASALLE BANK NATIONAL ASSOCIATION, a national banking association
(f/k/a LaSalle National Bank) as Agent for the Lenders described below (in such
capacity the "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, Agent, the Lenders parties thereto and Borrower entered into
that certain Amended and Restated Credit Facility Agreement dated as of October
29, 1998 (as amended, supplemented or otherwise modified, the "Credit
Agreement"), and now desire to amend such Credit Agreement pursuant to this
Amendment to, among other things, (i) modify the interest rate of the Line of
Credit Facility (as defined in the Credit Agreement), (ii) amend certain
financial covenants and (iii) waive certain defaults under certain financial
covenants.
NOW, THEREFORE, for and in consideration of 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 PARAGRAPH 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provisions shall be deemed superseded hereby.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 AGREEMENT. Subject to the terms and conditions
contained herein, the Borrower and the Agent hereby amend the Credit Agreement
as follows:
(a) SCHEDULE A to the Credit Agreement is hereby deleted in its
entirety and replaced by the revised SCHEDULE A attached
hereto.
(b) All references to SCHEDULE A throughout the Credit
Agreement shall be references to the revised SCHEDULE A
attached hereto.
(c) SECTION 5.4 of the Credit Agreement is hereby amended by
adding the following phrase to the end of such SECTION 5.4:
"and (e) loans to employees and sales
representatives for the sole purpose of permitting
such employees or sales representatives to purchase
common stock of the Guarantor from the Guarantor's
treasury provided that such loans do
not at any time in the aggregate outstanding exceed
Five Million and No/100 Dollars ($5,000,000.00)
among all such loans to all such employees and sales
representatives."
(d) SECTION 5.7 of the Credit Agreement is hereby amended by
deleting the word "and" from the end of subparagraph (f),
deleting the period at the end of subparagraph (g) and
replacing it therefor with a comma and the word "and," and
by adding the following subparagraph (h) to the end of such
SECTION 5.7:
"h. Investments permitted pursuant to SECTION 5.4."
(e) SECTION 5.10 of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:
"5.10. DISTRIBUTIONS OR DIVIDENDS. Borrower will
not, and will not permit any of its Subsidiaries to,
declare or make (directly or indirectly) any payment
or distribution with respect to, or incur any
liability for the purchase, acquisition, redemption
or retirement of, any of its equity interests
(including warrants therefor) or as a dividend
(other than dividends to Borrower from wholly-owned
Subsidiaries of the Borrower), return of capital or
other payment or distribution of any kind to any
holder of any such equity interest."
3. REPRESENTATIONS, COVENANTS AND WARRANTIES; NO DEFAULT. Except for
the representations and warranties of Borrower made as of a particular date, 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. No Event of Default has occurred and is continuing and
no event has occurred and is continuing which, with the lapse of time, the
giving of notice, or both, would constitute such an Event of Default under the
Credit Agreement after giving effect to this Amendment.
4. LIMITED WAIVER OF CERTAIN FINANCIAL COVENANTS. Subject to the
terms and conditions contained herein and notwithstanding any contrary
provisions contained in the Credit Agreement, Agent hereby consents to and
waives any Event of Default arising or occurring under SECTION 5.2 of the Credit
Agreement as a result of Borrower's Subsidiary, D.W. Norris, creating and
maintaining on its books indebtedness in the amount of 1,300,000 pounds
sterling, which indebtedness may remain outstanding and on such Subsidiary's
books until March 31, 2001. Borrower hereby acknowledges that the waiver
contained in this SECTION 4 is granted by Agent only for the limited purpose set
forth herein. The waiver in this SECTION 4 is granted only for the specific
instance specified herein and in no manner creates a course of dealing or
otherwise impairs the future ability of Agent to declare an Event of Default
under or otherwise enforce the
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terms of the Credit Agreement after giving effect to this Amendment. Nothing
in this Amendment shall be construed to mean that any such waiver of the
financial covenant specified above for such period will extend to any other
period.
5. FEES AND EXPENSES. The Borrower agrees to pay on demand all costs
and expenses of or incurred by 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 Agent.
6. DELIVERY OF DOCUMENTS. Notwithstanding any of the foregoing, prior
to entering into this Amendment, Agent shall have received from Borrower the
following fully executed documents, fully executed by the Borrower and CCC
Information Services Group Inc., as applicable, in form and substance
satisfactory to Agent, and all of the transactions contemplated by each such
document shall have been consummated or each condition contemplated by each such
document shall have been satisfied:
(a) this Amendment; and
(b) the Guaranty Reaffirmation of CCC Information Services
Group Inc.
7. EFFECTUATION. The amendments to the Credit Agreement contemplated
by this Amendment shall be deemed effective as of the date hereof immediately
upon the full execution of this Amendment and without any further action
required by the parties hereto. There are no conditions precedent or subsequent
to the effectiveness of this Amendment.
8. CONTINUING EFFECT. Except as otherwise specifically set forth
herein, the terms and provisions of the Credit Agreement shall remain in full
force and effect.
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.
[SIGNATURE PAGE FOLLOWS]
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(WAIVER AND AMENDMENT TO CREDIT FACILITY AGREEMENT SIGNATURE PAGE)
IN WITNESS WHEREOF, the parties hereto have duly executed this Waiver and
Amendment to Credit Facility Agreement as of the date first above written.
LASALLE BANK NATIONAL ASSOCIATION,
f/k/a LaSalle National Bank, as Agent
By: /s/ Amy Long
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Its: Vice President
CCC INFORMATION SERVICES INC.
By: /s/ Reid E. Simpson
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Its: Executive Vice President
and Chief Financial Officer
Acknowledged and Agreed:
LASALLE BANK NATIONAL ASSOCIATION
By: /s/ /Amy Long
---------------------------------
Its: Vice President
FLEET NATIONAL BANK
By: /s/ David Eusden
--------------------------------
Its: Director
HARRIS TRUST AND SAVINGS BANK
By:
---------------------------------
Its:
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BANK LEUMI USA
By: /s/ Jon W. Spoerry
--------------------------------
Its: First Vice President
NORWEST BANK WISCONSIN, N.A.
By: /s/ Linda C. Backhaus
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Its: Vice President
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