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REGISTRATION RIGHTS AGREEMENT
Dated as of February 23, 2001
between
CCC INFORMATION SERVICES GROUP INC.
and
CAPRICORN INVESTORS III, L.P.
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TABLE OF CONTENTS
Page
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ARTICLE I REGISTRATION RIGHTS..................................................1
Section 1.1 Demand Registration.........................................1
Section 1.2 Piggyback Rights............................................4
Section 1.3 Lock-Up Agreements..........................................5
Section 1.4 Registration Procedures.....................................5
Section 1.5 Suspension of Dispositions..................................8
Section 1.6 Registration Expenses.......................................8
Section 1.7 Indemnification.............................................9
Section 1.8 Reliance on Rule 144.......................................11
Section 1.9 Information by Holder......................................11
ARTICLE II MISCELLANEOUS......................................................11
Section 2.1 Notices....................................................11
Section 2.2 Entire Agreement...........................................12
Section 2.3 Non-Waiver.................................................12
Section 2.4 Transferees................................................12
Section 2.5 No Superior Registration Rights............................13
Section 2.6 Severability...............................................13
Section 2.7 Governing Law..............................................13
Section 2.8 Construction...............................................13
Section 2.9 Counterparts...............................................13
Section 2.10 Amendments.................................................13
Section 2.11 Aggregation of Shares......................................13
Section 2.12 Definitions................................................14
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into and
effective as of February 23, 2001, between CCC Information Services Group Inc.,
a Delaware corporation (the "Company"), and Capricorn Investors III, L.P. and
any direct or indirect transferees of Capricorn Investors III, L.P. who become
parties to this Agreement in accordance with the provisions of Section 2.4
hereof.
WHEREAS, the parties hereto desire to enter into this Agreement on the
terms set forth herein; and
WHEREAS, capitalized terms used herein but not otherwise defined herein
shall have the respective meanings indicated in Section 2.12 hereof.
In consideration of the premises, mutual covenants and agreements
hereinafter contained and for other good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, the parties hereto agree as
follows:
ARTICLE I
REGISTRATION RIGHTS
Section 1.1 Demand Registration.
(a) Request for Registration.
(i) At any time after the first anniversary of the date hereof, a
Holder or Holders, who collectively own at least fifty percent (50%) of
the Registrable Shares held by all Holders (the "Requesting Holders"), may
request the Company, in writing (a "Demand Request"), to effect the
registration under the Securities Act of all or part of its or their
Registrable Shares (a "Demand Registration"); provided, however, that the
aggregate market value (based on the current market price of the Common
Stock on the date the Company receives the Demand Request) of the
Registrable Shares to which such Demand Request relates must be at least
$5,000,000; provided, further, that Holders may make only one such Demand
Request in any six month period.
(ii) The Company shall effect such Demand Registration on Form S-3
promulgated under the Securities Act or any successor form thereto;
provided, however, that, if at any time, the Company is not eligible to
register securities on Form S-3 or such successor form, such Requesting
Holder shall have the right to require the Company to effect the proposed
Demand Registration on Form S-1 promulgated under the Securities Act or
any successor form thereto.
(iii) Each Demand Request shall specify the number of Registrable
Shares proposed to be sold. If the Requesting Holders intend to distribute
the Registrable Shares covered by their request by means of an
underwritten offering, they shall so advise the Company as part of their
Demand Request, and the right of any Holder or Permitted Third-Party
Holder to include Registrable Shares in such registration shall be
conditioned upon such Holder's participation in such underwriting and the
inclusion of such Holder's or Permitted Third-Party Holder's Registrable
Shares in the underwriting. All Holders and Permitted Third-Party Holders
proposing to distribute their securities through such underwriting shall
enter into an underwriting agreement in customary form with the
underwriter or underwriters selected for such underwriting in accordance
with Section 1.1(c).
(iv) Subject to Section 1.1(f), the Company shall file the Demand
Registration within ninety (90) days after receiving a Demand Request (the
"Required Filing Date") and shall use its reasonable best efforts to cause
the same to be declared effective by the SEC as promptly as reasonably
practicable after such filing; provided, however, that the Company need
effect only an aggregate of three (3) Demand Registrations pursuant to
Demand Requests made pursuant to this Section 1.1(a) only one (1) of which
is required to be an underwritten offering; and provided further, that if
the Company is not eligible to register securities on Form S-3 or any
successor form thereto, the Company need only affect an aggregate of two
(2) Demand Registrations on Form S-1 or any successor form thereto
pursuant to Demand Requests made pursuant to this Section 1.1(a) only one
(1) of which is required to be an underwritten offering. The Company shall
not be required to effect a registration pursuant to Section 1.1(a) in any
particular jurisdiction in which the Company would be required to execute
a general consent to service of process in effecting such registration,
unless the Company is already subject to service in such jurisdiction and
except as may be required under the Securities Act.
(b) Effective Registration and Expenses. A registration will not count as
a Demand Registration until it has become effective unless the Requesting
Holders holding a majority of the Registrable Shares held by Requesting Holders
for which registration was previously requested withdraw their Demand Request
and the Company has performed its obligations hereunder in all material
respects, in which case such registration will count as a Demand Registration
unless either (i) the Requesting Holders pay all Registration Expenses in
connection with such withdrawn registration or (ii) the Requesting Holders
withrew such Registrable Shares pursuant to the second sentence of Section
1.1(d); provided, that if, after it has become effective, an offering of
Registrable Shares pursuant to a registration is interfered with by any stop
order, injunction or other order or requirement of the SEC or other governmental
agency or court, such registration will be deemed not to have been effected and
will not count as a Demand Registration.
(c) Selection of Underwriters. Subject to the limitations of Section
1.1(a)(iv), the Requesting Holders holding a majority of the Registrable Shares
held by the Requesting Holders to be registered in a Demand Registration shall
select a nationally recognized investment banking firm or firms to manage the
underwritten offering;
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provided, however, that such selection shall be subject to the consent of the
Company, which consent shall not be unreasonably withheld or delayed.
(d) Priority on Demand Registrations. No securities to be sold for the
account of any Person (including the Company) other than the Requesting Holders
shall be included in a Demand Registration unless the managing underwriter or
underwriters shall advise the Company and the Requesting Holders in writing that
the inclusion of such securities will not materially and adversely affect the
price or success of the offering (a "Material Adverse Effect"). Furthermore, in
the event the managing underwriter or underwriters shall advise the Company and
the Requesting Holders that even after exclusion of all securities of other
Persons pursuant to the immediately preceding sentence, the amount of
Registrable Shares proposed to be included in such Demand Registration by the
Requesting Holders is sufficiently large to cause a Material Adverse Effect, the
Requesting Holders holding a majority of the Registrable Shares held by the
Requesting Holders for which registration was previously requested may withdraw
their Demand Request by giving notice to the Company, and if withdrawn, the
Demand Request shall be deemed not to have been made for purposes of this
Section 1.1. If such Requesting Holders do not withdraw such Demand Request, the
Registrable Shares of the Requesting Holders to be included in such Demand
Registration shall equal the number of shares which the Company is so advised
can be sold in such offering without a Material Adverse Effect, and such shares
shall be allocated pro rata among the Requesting Holders on the basis of the
number of Registrable Shares requested to be included in such Demand
Registration by each such Requesting Holder.
(e) Rights of Nonrequesting Owners. Upon receipt of any Demand Request,
the Company shall promptly (but in any event within ten (10) Business Days) give
written notice of such proposed Demand Registration to all other Holders of
Registrable Shares and to all Permitted Third-Party Holders, who shall have the
right, exercisable by written notice to the Company within twenty (20) days of
their receipt of the Company's notice, to elect to include in such Demand
Registration such portion of their Registrable Shares as they may request.
(f) Deferral of Filing. The Company may defer the filing (but not the
preparation) of a registration statement required by this Section 1.1 until a
date not later than ninety (90) days after the Required Filing Date (or, if
applicable, one hundred eighty (180) days after the effective date of the
registration statement contemplated by clause (ii) below) if (i) at the time the
Company receives the Demand Request, the Company or any of its subsidiaries is
engaged in confidential negotiations or other confidential business activities,
disclosure of which would be required in such registration statement (but would
not be required if such registration statement were not filed), and the Board of
Directors of the Company determines in good faith that such disclosure would be
seriously detrimental to the Company and its stockholders or would have a
material adverse effect on any such confidential negotiations or other
confidential business activities; (ii) prior to receiving the Demand Request,
the Board of Directors of the Company had determined to effect a registered
underwritten public offering of the Company's securities for the Company's
account, and the Company has taken substantial
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steps and is proceeding with reasonable diligence to effect such offering or the
Company has already effected a registered public offering within the previous
one hundred eighty (180) days; or (iii) in the good faith judgment of the Board
of Directors of the Company, it would be seriously detrimental to the Company
and its stockholders for such registration statement to be effected at such
time. A deferral of the filing of a registration statement pursuant to this
Section 1.1(f) shall be lifted and the requested registration statement shall be
filed as promptly as reasonably practicable, if, in the case of a deferral
pursuant to clause (i) of the preceding sentence, the negotiations or other
activities are disclosed or terminated, or, in the case of a deferral pursuant
to clause (ii) of the preceding sentence, the proposed registration for the
Company's account is abandoned. In order to defer the filing of a registration
statement pursuant to this Section 1.1(f), the Company shall promptly (but in
any event within ten (10) Business Days), upon determining to seek such
deferral, deliver to each Requesting Holder, if applicable, a certificate signed
by an executive officer of the Company stating that the Company is deferring
such filing pursuant to this Section 1.1(f) and a general statement of the
reason for such deferral and an approximation of the anticipated delay. Within
twenty (20) days after receiving such certificate, the Requesting Holders
holding a majority of the Registrable Shares held by the Requesting Holders for
which registration was previously requested may withdraw such Demand Request by
giving notice to the Company; and if withdrawn, the Demand Request shall be
deemed not to have been made for all purposes of this Section 1.1. The Company
may defer the filing of a particular registration statement pursuant to this
Section 1.1(f) only twice in any twelve (12) month period.
Section 1.2 Piggyback Rights (a) Right to Piggyback. Each time the Company
proposes to register any of its Common Stock under the Securities Act (other
than pursuant to an Excluded Registration) for sale to the public and the
registration form to be used may be used for the registration of Registrable
Shares, the Company shall give prompt written notice to the Holders of its
intention to effect such a registration (which notice shall be given not less
than fifteen (15) days prior to the effective date of such registration
statement) and such notice shall offer such Holders the opportunity to have any
or all of the Registrable Shares included in such registration statement,
subject to the limitations contained in Section 1.2(b). The Holders desiring to
have their Registrable Shares registered under this Section 1.2 will so advise
the Company in writing within seven (7) days after the date of receipt of such
notice from the Company. Subject to Section 1.2(b) below, the Company shall
include in such registration statement all such Registrable Shares so requested
to be included therein; provided, however, that the Company may at any time
withdraw or cease proceeding with any such registration if it shall at the same
time withdraw or cease proceeding with the registration of all other Common
Stock originally proposed to be registered.
(b) Priority on Registrations. If the managing underwriter advises the
Company in writing that the number of Shares requested to be included in the
registration by all Persons (including the Company) exceeds the number of Shares
which can be sold in such offering without having a Material Adverse Effect on
such offering, including, without limitation, the price at which such securities
can be sold (the "Maximum Offering Size"), the Company will be obligated to
include in such registration only (i)
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first, (x) if such registration was initiated by the Company for the sale of
Shares for its own account, any and all Shares for sale by the Company, or (y)
if such registration was initiated by any Holder or Holders pursuant to any
Demand Request, any and all Shares for sale by the Requesting Holders pursuant
to such Demand Request, (ii) second, if such registration was not initiated by
the Company for the sale of Shares for its own account, to the extent of any
remaining Shares which may be sold in such offering, without exceeding the
Maximum Offering Size, any Shares for sale by the Company, (iii) third, to the
extent of any remaining Shares which may be sold in such offering without
exceeding the Maximum Offering Size, each other Holder and Permitted Third-Party
Holder shall be entitled to include any and all Shares held by such holders in
the registration (pro rata based on the total number of such Shares requested to
be included in such registration by each such holder), and (iv) fourth, to the
extent of any remaining Shares which may be sold in such offering without
exceeding the Maximum Offering Size, pro rata among any other Shares requested
to be included pursuant to any other registration rights, except for those of
Permitted Third Party Holders, that may have been, or may hereafter be, granted
by the Company (on the basis of the total number of Shares that each holder
requests to be included in such registration). No Person may participate in any
registration under this Section 1.2 unless such Person (x) agrees to sell such
Person's Shares on the basis provided in any underwriting arrangements approved
by the Company and (y) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents required
under the terms of such underwriting arrangements.
Section 1.3 Lock-Up Agreements. Each Holder of Registrable Shares agrees
that it will not, to the extent requested by the Company and the managing
underwriter or underwriters, sell or otherwise dispose of any Shares or Common
Stock Equivalents, including, but not limited to, any sale pursuant to Rule 144
of the Securities Act, during a period specified by the Company and such
underwriter or underwriters (not to exceed one hundred eighty (180) days after
the effective date of any underwritten public offering of securities of the
Company registered under the Securities Act), except in conjunction with such
underwritten offering, provided that each executive officer and director of the
Company holding Shares or Common Stock Equivalents shall enter into similar
agreements that are no more favorable to such executive officers and directors
than those executed by the Holders of Registrable Shares. Notwithstanding the
foregoing, in the event that the Company or the underwriter releases any such
executive officer or director or any other Holder of Registrable Shares (the
"Released Holder") from the requirements of the foregoing provisions, each
Holder shall be entitled to a corresponding pro rata release from such
provisions.
Section 1.4 Registration Procedures. Whenever the Holders have requested
that any Registrable Shares be registered pursuant to a Demand Registration, the
Company will use its commercially reasonable efforts to effect the registration
and the sale of such securities covered by such registration in accordance with
the intended method of disposition thereof, and pursuant thereto the Company
will as expeditiously as possible:
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(a) prepare and file with the SEC a registration statement on any
appropriate form under the Securities Act with respect to such securities
covered by such registration and use its commercially reasonable efforts to
cause such registration statement to become effective;
(b) prepare and file with the SEC such amendments, post-effective
amendments and supplements to such registration statement and the prospectus
used in connection therewith as may be necessary to keep such registration
statement effective for a period of not less than one year (or, in the case of
an underwritten offering, such lesser period as is necessary for the
underwriters to sell unsold allotments) and comply with the provisions of the
Securities Act with respect to the disposition of all securities covered by such
registration statement during such period in accordance with the intended
methods of disposition by the sellers thereof set forth in such registration
statement;
(c) modify, at the reasonable request of any seller of securities
covered by such registration, any information contained in such registration
statement, amendment and supplement thereto pertaining to such seller if such
modification would be required in order that the prospectus not contain an
untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein not misleading;
(d) furnish to each seller of securities covered by such
registration and the underwriters of the securities being registered such number
of copies of such registration statement, each amendment and supplement thereto,
the prospectus included in such registration statement (including each
preliminary prospectus), and such other documents as such seller or underwriters
may reasonably request in order to facilitate the disposition of the securities
covered by such registration owned by such seller or the sale of such securities
by such underwriters;
(e) use its commercially reasonable efforts to register or qualify
such securities covered by such registration under such other securities or blue
sky laws of such jurisdictions as the managing underwriter reasonably requests
and do any and all other acts and things which may be reasonably necessary or
advisable to enable such seller to consummate the disposition of the securities
covered by such registration owned by such seller in such jurisdictions
(provided, however, that the Company will not be required to (A) qualify
generally to do business in any jurisdiction where it would not otherwise be
required to qualify but for this subparagraph or (B) consent to general service
of process or taxation in any such jurisdiction);
(f) notify each seller of securities covered by such registration
promptly of any request by the SEC for the amending or supplementing of such
registration statement or prospectus or for additional information or, at any
time when a prospectus relating thereto is required to be delivered under the
Securities Act, of the occurrence of any other event requiring the preparation
of a supplement or amendment to such prospectus so that, as thereafter delivered
to the purchasers of such securities covered by such registration, such
prospectus will not contain an untrue statement of a
6
material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein not misleading;
(g) prepare and file with the SEC promptly any amendments or
supplements to such registration statement or prospectus which, in the opinion
of counsel for the Company, is required in connection with the distribution of
the securities covered by such registration;
(h) in connection with any underwritten public offering, enter into
such agreements (including underwriting agreements in the managing underwriter's
customary form) as are customary in connection with an underwritten
registration;
(i) advise each seller of such securities covered by such
registration, promptly after it shall receive notice or obtain knowledge
thereof, of the issuance of any stop order by the SEC suspending the
effectiveness of such registration statement or the initiation or threatening of
any proceeding for such purpose and promptly use its best efforts to prevent the
issuance of any stop order or to obtain its withdrawal if such stop order should
be issued;
(j) cause all such securities covered by such registration pursuant
hereto to be listed on each securities exchange on which similar securities
issued by the Company are then listed;
(k) cooperate with the sellers of securities covered by such
registration, the underwriters participating in the offering and their counsel
in any due diligence investigation reasonably requested by the sellers of
securities covered by such registration or the underwriters in connection
therewith, and participate, to the extent reasonably requested by the managing
underwriter for the offering or the sellers of securities covered by such
registration, in efforts to sell the securities under the offering (including,
without limitation, participating in "roadshow" meetings with prospective
investors) that would be customary for underwritten secondary offerings of a
comparable amount of equity securities;
(l) furnish to each seller of securities covered by such
registration who so requests and the underwriters of the securities being
registered legal opinions of the Company's counsel in customary form; and
(m) in connection with any underwritten public offering, obtain a
comfort letter from the Company's independent public accountants in customary
form.
Section 1.5 Suspension of Dispositions. Each Holder agrees by acquisition
of any Registrable Shares, that, upon receipt of any notice (a "Suspension
Notice") from the Company of the happening of any event of the kind which, in
the opinion of the Company, requires the amendment or supplement of any
prospectus, such Holder will forthwith discontinue disposition of Registrable
Shares until such Holder's receipt of the copies of the supplemented or amended
prospectus or until it is advised in writing (the "Advice") by the Company that
the use of the prospectus may be resumed, and has
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received copies of any additional or supplemental filings which are incorporated
by reference in the prospectus, and, if so directed by the Company, such Holder
will deliver to the Company all copies, other than permanent file copies then in
such Holder's possession, of the prospectus covering such Registrable Shares,
current at the time of receipt of the Suspension Notice. In the event the
Company shall give any such notice, the time period regarding the effectiveness
of registration statements set forth in Section 1.4(b) hereof shall be extended
by the number of days during the period from and including the date of the
giving of the Suspension Notice to and including the date when each seller of
Registrable Shares covered by such registration statement shall have received
the copies of the supplemented or amended prospectus or the Advice.
Section 1.6 Registration Expenses. All expenses incident to the Company's
performance of or compliance with this Agreement, including, without limitation,
all registration and filing fees, all fees and expenses associated with filings
required to be made with the National Association of Securities Dealers, Inc.
("NASD") (including, if applicable, the fees and expenses of any "qualified
independent underwriter," as such term is defined in Schedule E of the By-Laws
of the NASD, and of its counsel), as may be required by the rules and
regulations of the NASD, fees and expenses of compliance with securities or
"blue sky" laws (including reasonable fees and disbursements of counsel in
connection with "blue sky" qualifications of the Registrable Shares), internal
expenses of the Company, rating agency fees, printing expenses (including
expenses of printing certificates for the Registrable Shares in a form eligible
for deposit with Depositary Trust Company and of printing prospectuses if the
printing of prospectuses is requested by Requesting Holders holding a majority
of the Registrable Shares held by the Requesting Holders and included in the
registration), messenger and delivery expenses, fees and expenses of counsel for
the Company and its independent certified public accountants (including the
expenses of any special audit or "cold comfort" letters required by or incident
to such performance), securities acts liability insurance (if the Company elects
to obtain such insurance), the fees and expenses of any special experts retained
by the Company in connection with such registration, reasonable and customary
fees and expenses of up to one counsel for the Holders participating in the
offering, and fees and expenses of other Persons retained by the Company (all
such expenses being herein called "Registration Expenses") will be borne by the
Company whether or not any registration statement becomes effective; provided,
that in no event shall Registration Expenses include any underwriting discounts
or commissions attributable to the sale of the Registrable Shares or fees and
expenses of any counsel (other than as permitted above), accountants or other
persons retained or employed by the Holders.
Section 1.7 Indemnification. (a) The Company agrees to indemnify and
reimburse, to the fullest extent permitted by law, each seller of Registrable
Shares, and each of its employees, advisors, agents, representatives, general
partners, limited partners, officers and directors and each Person who controls
such seller (within the meaning of the Securities Act or the Exchange Act)
(collectively, the "Seller Affiliates") against all losses, claims, damages,
liabilities, costs and expenses, joint or several (including, without
limitation, reasonable fees and disbursements of legal counsel and other agents
except as limited by subparagraph (c) below) (collectively, "Damages") as may be
8
reasonably incurred in investigating, preparing or defending against any
litigation, investigation or proceeding by any governmental agency or body,
commenced or threatened, or any claim whatsoever arising out of or caused by any
untrue or alleged untrue statement of a material fact contained in any
registration statement, prospectus or preliminary prospectus or any amendment
thereof or supplement thereto or any omission or alleged omission of a material
fact required to be stated therein or necessary to make the statements therein
not misleading, or arising out of or caused by any violation by the Company of
any securities or blue sky laws of any jurisdiction; except insofar as the same
are made in reliance upon and in strict conformity with information furnished in
writing to the Company by such seller or any Seller Affiliate specifically for
use therein or by such seller or any Seller Affiliate's failure to deliver a
copy of the registration statement or prospectus or any amendments or
supplements thereto after the Company has furnished such seller or Seller
Affiliate with a sufficient number of copies of the same.
(b) In connection with any registration statement in which a seller
of Registrable Shares is participating, each such seller will indemnify the
Company, its directors, officers and other security holders, including, without
limitation, each Person who controls the Company (within the meaning of the
Securities Act), against any Damages as may be reasonably incurred in
investigating, preparing or defending against any litigation, investigation or
proceeding by any governmental agency or body, commenced or threatened, or any
claim whatsoever arising out of or caused by any untrue statement or alleged
untrue statement of a material fact contained in the registration statement,
prospectus or preliminary prospectus or any amendment thereof or supplement
thereto or any omission or alleged omission of a material fact required to be
stated therein or necessary to make the statements therein not misleading, but
only to the extent that such untrue statement or alleged untrue statement, or
omission or alleged omission, is contained in any information or affidavit so
furnished in writing by such seller or any of its Seller Affiliates specifically
for use therein; provided that the obligation to indemnify will be several, not
joint and several, among such sellers of Registrable Shares, and the liability
of each such seller of Registrable Shares will be limited to the amount by which
the proceeds, net of underwriting discounts and commissions but not expenses,
received by such seller from the sale of Registrable Shares pursuant to such
registration statement exceed the amount of any damages that such seller has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission.
(c) Any Person entitled to indemnification hereunder will (A) give
prompt written notice to the indemnifying party of any claim with respect to
which it seeks indemnification (provided that the failure to give such notice
shall not relieve the indemnifying party of its obligations under this
Agreement, except to the extent that the indemnifying party's ability to defend
against such claim or litigation is impaired as a result of such failure to give
notice) and (B) unless in such indemnified party's reasonable judgment a
conflict of interest between such indemnified and indemnifying parties may exist
with respect to such claim, permit such indemnifying party to assume the defense
of such claim with legal counsel reasonably satisfactory to the indemnified
party; provided, however, that any Person entitled to indemnification hereunder
shall have the right to employ separate legal counsel and to participate in the
defense of such claim, but the fees and expenses of such legal counsel shall be
at the expense of such Person unless (X) the indemnifying party has agreed to
pay such fees or expenses, (Y) the indemnifying party shall have failed to
assume (or shall not be permitted to assume such defense pursuant to clause (B)
above) the defense of such claim and employ legal counsel reasonably
satisfactory to such Person or (Z) such Person shall have been advised by
counsel that there may be legal defenses available to it or them which are
different from or additional to those available to the indemnifying parties. If
such defense is assumed, the indemnifying party will not be subject to any
liability for any settlement made by the indemnified party without its consent
(but such consent will not be unreasonably withheld); provided,
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however, that the withholding of consent to any settlement by any indemnified
party will not be deemed to be unreasonable if such settlement does not contain
an unconditional release of such indemnified party from each Person asserting
any claim. An indemnifying party who is not entitled to, or elects not to,
assume the defense of a claim will not be obligated to pay the fees and expenses
of more than one legal counsel for all parties indemnified by such indemnifying
party with respect to such claim (and one local counsel in each jurisdiction
where engagement of local counsel is necessary to defend such claim), unless in
the reasonable judgment of any indemnified party, a conflict of interest may
exist between such indemnified party and any other of such indemnified parties
with respect to such claim.
(d) Each party hereto agrees that, if for any reason the
indemnification provisions contemplated by Section 1.7(a) or Section 1.7(b) are
unavailable or insufficient (other than in accordance with the terms thereof) to
hold harmless an indemnified party in respect of any losses, claims, damages,
liabilities or expenses (or actions in respect thereof) referred to therein,
then each indemnifying party shall contribute to the amount paid or payable by
such indemnified party as a result of such losses, claims, liabilities or
expenses (or actions in respect thereof) in such proportion as is appropriate to
reflect the relative fault of the indemnifying party and the indemnified party
as well as any other relevant equitable considerations. The relative fault of
such indemnifying party and indemnified party shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact or omission or alleged omission to state a material fact relates
to information supplied by such indemnifying party or indemnified party, and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. The parties hereto agree that it
would not be just and equitable if contribution pursuant to this Section 1.7(d)
were determined by pro rata allocation (even if the Holders or any underwriters
or all of them were treated as one entity for such purpose) or by any other
method of allocation which does not take account of the equitable considerations
referred to in this Section 1.7(d). The amount paid or payable by an indemnified
party as result of the losses, claims, damages, liabilities or expenses (or
actions in respect thereof) referred to above shall be deemed to include any
legal or other fees or expenses reasonably incurred by such indemnified party in
connection with investigating or, except as provided in Section 1.7(c),
defending any such action or claim. Notwithstanding the provisions of this
Section 1.7(d), no Holder shall be required to contribute an amount
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greater than the proceeds , net of underwriting discounts and commissions but
not expenses, received by such Holder with respect to the sale of any
Registrable Shares. Notwithstanding anything to the contrary herein, no person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation. The Holders' obligations in
this Section 1.7(d) to contribute shall be several and not joint.
Section 1.8 Reliance on Rule 144. If any proposed sale of Registrable
Shares may be effected by the Holders thereof pursuant to Rule 144(k) without
any Material Adverse Effect on the proposed sale, including, without limitation,
the contemplated price at which such securities can be sold, then the Holders
covenant to rely upon Rule 144(k) in the sale thereof in lieu of requesting a
Demand Registration. Notwithstanding the foregoing, the Holders shall not be
obligated to take any action so that they may become eligible to use or rely
upon Rule 144(k) in connection with any sale or distribution.
Section 1.9 Information by Holder. The Holder or Holders of Registrable
Shares included in any registration shall furnish to the Company such
information regarding such Holder or Holders and the distribution proposed by
such Holder or Holders as the Company may request in writing and as shall be
required in connection with any registration, qualification or compliance
referred to in this Agreement.
ARTICLE II
MISCELLANEOUS
Section 2.1 Notices. Any notice or request specifically provided for or
permitted to be given under this Agreement must be in writing. Notice may be
served in any manner, including by facsimile or nationally recognized overnight
courier service, but shall be deemed delivered and effective as of the time of
actual delivery thereof to the addressee. For purposes of notice, the addresses
of the parties shall be as follows:
if to the Company, to
CCC Information Services Group Inc.
World Trade Center Chicago
444 Merchandise Mart
Chicago, Illinois 60654
Attention: Githesh Ramamurthy
Telecopier: (312) 527-1194
with a copy to (which shall not constitute notice):
Skadden, Arps, Slate, Meagher & Flom (Illinois)
333 West Wacker Drive
Chicago, Illinois 60606
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Attention: Peter C. Krupp
Telecopier: (312) 407-0411
If to any Holder, at its address listed on the signature pages hereof.
Each party named above may change its address and that of its representative for
notice by the giving of notice thereof in the manner hereinabove provided.
Section 2.2 Entire Agreement. This Agreement sets forth the entire
understanding of the parties with respect to the subject matter of this
Agreement. There are no representations, promises, warranties, covenants or
undertakings other than those expressly set forth or provided for herein or
therein.
Section 2.3 Non-Waiver. The failure of any party to insist upon strict
performance of any provision hereof shall not constitute a waiver of, or
estoppel against asserting, the right to require such performance in the future,
nor shall a waiver or estoppel with respect to a later breach of a similar
nature or otherwise.
Section 2.4 Transferees. Other than in the case of transfers to the public
pursuant to an effective Registration Statement or sales to the public pursuant
to Rule 144 promulgated under the Securities Act, each Holder may (but shall not
be required to) cause any proposed transferee of the Warrant or any interest
therein or Shares issued upon exercise of the Warrant or any interest therein
held by him or it to agree, by execution of a counterpart signature page hereto,
to take and hold such Warrant or interest therein or such Shares issued upon
exercise of the Warrant or interest therein, as the case may be, subject to the
provisions and upon the conditions specified in this Agreement and to become a
party to this Agreement.
Section 2.5 No Superior Registration Rights. Without the written consent
of the Holders holding the Warrant and any Shares issued upon exercise thereof,
the Company will not grant any registration rights to any Person that are
superior in any respect to those granted hereunder; provided, however, that this
restriction shall not limit registration rights granted to the Company's
customers with respect to an aggregate of 500,000 Shares (as adjusted for stock
splits, stock dividends or the like).
Section 2.6 Severability. If any provision of this Agreement is held
invalid, such invalidity shall not affect the other provisions hereof which can
be given effect without the invalid provision, and to this end the provisions of
this Agreement are intended to be and shall be deemed severable.
Section 2.7 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware without regard to
its provisions concerning conflicts of law.
Section 2.8 Construction. The headings in this Agreement are inserted for
convenience and identification only and are not intended to describe, interpret,
define or limit the scope, extent or intent of this Agreement or any provision
hereof. Whenever the
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context requires, the gender of all words used in this Agreement shall include
the masculine, feminine and neuter, and the number of all words shall include
the singular and the plural.
Section 2.9 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original but all of which
together shall constitute one and the same agreement.
Section 2.10 Amendments. Any provision of this Agreement may be amended or
waived if, but only if, such amendment or waiver is in writing and is signed by
the Company and the Holders holding at least a majority of the Registrable
Shares held by all Holders.
Section 2.11 Aggregation of Shares. All shares held or acquired by
affiliated entities or persons shall be aggregated together for the purpose of
determining the availability of any rights under this Agreement.
Section 2.12 Definitions.
"Advice" shall have the meaning assigned in Section 1.5.
"Affiliate" shall mean, with respect to a specified Person, a Person that
directly, or indirectly through one or more intermediaries, controls or is
controlled by, or is under common control with, the Person specified. The term
"control" (including the terms "controlling," "controlled by" or "under common
control with") for purposes of this definition shall mean the possession, direct
or indirect, of the power to direct or cause the direction of the management and
policies of a Person, whether through the ownership of voting securities, by
contract, or otherwise.
"Business Day" shall mean a day on which federally chartered banks located in
New York City are not required or authorized to close and not be open for
business (other than a Saturday or Sunday) under the Legal Requirements of the
United States.
"Common Stock" shall mean the common stock, par value $.10 per share, of the
Company.
"Common Stock Equivalent" shall mean (without duplication with any other Common
Stock or Common Stock Equivalent) rights, warrants, options, convertible
securities or convertible indebtedness, exchangeable securities or exchangeable
indebtedness, or other rights, exercisable for or convertible or exchangeable
into, directly or indirectly, Common Stock, whether at the time or upon the
occurrence of some future event.
"Company" shall have the meaning assigned in the introductory paragraph hereof.
"Demand Registration" shall have the meaning assigned in Section 1.1(a).
"Demand Request" shall have the meaning assigned in Section 1.1(a).
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"Excluded Registration" shall mean a registration under the Securities Act of
securities registered on Form S-4 or S-8 or any similar successor form.
"Holder" means (i) Capricorn Investors III, L.P. and (ii) any direct or indirect
transferee of Capricorn Investors III, L.P. who shall become a party to this
Agreement in accordance with Section 2.4.
"Legal Requirement" shall mean any and all applicable (a) federal, state or
local laws, rules, ordinances, codes and regulations, (b) judgments, orders,
writs, injunctions and decrees and (c) undertakings to or agreements with any
court or governmental agency.
"Material Adverse Effect" shall have the meaning assigned in Section 1.1(d).
"Maximum Offering Size" shall have the meaning assigned in Section 1.2(b).
"NASD" shall have the meaning assigned in Section 1.6.
"Permitted Third-Party Holder" shall mean any Person, other than the Holders of
Registrable Shares, who shall have been granted registration rights by the
Company that are pari passu with the registration rights granted to the Holders
pursuant to this Agreement and which registration rights (i) specifically permit
the Holders of Registrable Shares to participate in such Person's demand
registrations on a pari passu basis with such Person and (ii) were not granted
in violation of Section 2.5 of this Agreement.
"Person" shall mean a natural person, partnership (whether general or limited
and whether domestic or foreign), limited liability company, foreign limited
liability company, trust, estate, association, corporation, custodian, nominee
or any other individual or entity in its own or any representative capacity.
"Registrable Shares" means any Shares issued or issuable upon exercise of the
Warrant or any interest therein and Shares issued as a dividend or other
distribution with respect to any such Shares; provided, however, that
Registrable Shares shall not include any Shares (i) the sale of which has been
registered pursuant to the Securities Act and which Shares have been sold
pursuant to such registration or (ii) which have been sold to the public
pursuant to Rule 144(k) (or a successor rule or regulation), as promulgated
under the Securities Act.
"Registration Expenses" shall have the meaning assigned in Section 1.6.
"Released Holder" shall have the meaning assigned in Section 1.3.
"Requesting Holders" shall have the meaning assigned in Section 1.1(a).
"Required Filing Date" shall have the meaning assigned in Section 1.1(a).
"SEC" means the U.S. Securities and Exchange Commission.
"Securities Act" means the Securities Act of 1933, as amended.
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"Seller Affiliates" shall have the meaning assigned in Section 1.7.
"Shares" shall mean the shares of Common Stock of the Company.
"Suspension Notice" shall have the meaning assigned in Section 1.5.
"Warrant" means the Warrant initially exercisable for an aggregate of 1,200,000
Shares, dated February 23, 2001, issued to Capricorn Investors III, L.P.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties have hereunto executed this Registration
Rights Agreement as of the date first written above.
CCC INFORMATION SERVICES GROUP INC.
By: /s/ Reid E. Simpson
-------------------------------------
Name: Reid E. Simpson
Title: Executive Vice President
and Chief Financial Officer
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
Address:
30 East Elm Street
Greenwich, Connecticut 06830