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PROMISSORY NOTE
PRINCIPAL AMOUNT EFFECTIVE DATE
$1,200,000.00 JANUARY 15, 2002
CHICAGO, ILLINOIS
1. PRINCIPAL AMOUNT. For value received, the undersigned ("MAKER") does
hereby promise to pay to the order of CCC Information Services Group Inc., a
Delaware corporation, or its assignee ("PAYEE"), the principal sum of One
Million Two Hundred Thousand and 00/100 Dollars ($1,200,000) (the "LOAN"), upon
the terms and conditions set forth herein.
2. INTEREST.
(a) ACCRUAL OF INTEREST. Interest shall accrue on the unpaid
principal of this promissory note (the "NOTE") from the date hereof
until all amounts due hereunder are paid in full at an interest rate
equal to 6.75% per annum. Interest hereon shall be calculated on the
basis of the actual number of days elapsed and a year of 365 days.
Payments of interest on the unpaid principal hereof shall be due and
payable on an annual basis, beginning on March 1, 2003 and every March
1 of each year thereafter (or the next Business Day (as hereafter
defined) if such day does not constitute a Business Day) and pursuant
to Sections 3 or 4 hereof, as appropriate. The March 1, 2003 payment
shall include all accrued payments of interest on the unpaid principal
(b) NO USURY. It is the intention of Maker and Payee to
conform to applicable usury laws, if any. Accordingly, notwithstanding
anything to the contrary in this Note or any other agreement entered
into in connection herewith, it is agreed as follows: (i) the aggregate
of all interest and any other charges constituting interest under
applicable law and contracted for, chargeable, or receivable under this
Note or otherwise in connection with the obligation evidenced hereby
shall under no circumstances exceed the maximum amount of interest
permitted by applicable law, if any, and any excess shall be deemed a
mistake and cancelled automatically and, if theretofore paid, shall, at
the option of Maker, be refunded to Maker or credited on the principal
amount of this Note; and (ii) in the event that the entire unpaid
balance of this Note is declared due and payable by Payee, then earned
interest may never include more than the maximum amount permitted by
applicable law, if any, and any unearned interest shall be cancelled
automatically and, if theretofore paid, shall at the option of Maker,
either be refunded to Maker or credited, to the extent permitted by
law, on the principal amount of this Note.
3. POST-MATURITY INTEREST. Any amount of principal and/or
interest hereon which is not paid when due, whether at stated maturity,
by acceleration or otherwise, shall bear interest from the date when
due until said principal and/or interest amount is paid in full, at the
lesser of (a) an interest rate equal to two percent (2%) per annum in
excess of the interest rate set forth in Section 2(a) hereof and (b)
the highest rate of interest allowable under applicable law.
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4. PAYMENTS.
(a) PRINCIPAL; INTEREST AND ENFORCEMENT COSTS. Subject to
Section 7 below and, if applicable, Section 6(d) of the Employment
Agreement, effective as of July 1, 2001 between Payee and Maker, (i)
the outstanding principal amount of this Note, (ii) all accrued and
unpaid interest thereon and (iii) all of Payee's costs and expenses
(including reasonable fees and expenses of Payee's attorneys,
accountants and other professional commitments) of enforcing this Note
("ENFORCEMENT COSTS"), shall be due and payable in full on the earliest
to occur of (A) the fifth (5th) anniversary of the date hereof, (B) any
acceleration of the Obligations pursuant to Section 7 below, (C) 30
days following the termination of Maker's employment with CCC
Information Services Inc. (the "Company") for any reason (each such
event, the "MATURITY"). All amounts due under this Note, including,
without limitation, principal, interest and Enforcement Costs are
collectively referred to herein as the "OBLIGATIONS".
(b) MAKING OF PAYMENTS. All payments of the Obligations in
respect of this Note shall be made by delivery of a certified or bank
cashier's check or of other immediately available funds and delivered
to Payee on the date or dates due at the address of Payee set forth on
the signature page hereof, or at such other place as the holder hereof
may from time to time designate in writing. Whenever any payment on
this Note shall be stated to be due on a day which is not a Business
Day (as defined below), such payment shall be made on the next
succeeding Business Day and such extension of time shall be included in
the computation of the payment of interest on this Note. For purposes
of this Note, "BUSINESS DAY" means each day other than a Saturday, a
Sunday or any other day on which banking institutions in Chicago,
Illinois are authorized or obligated by law or executive order to be
closed.
5. PREPAYMENT.
(a) VOLUNTARY PREPAYMENT. Maker, without premium or penalty,
may prepay the Obligations in whole or in part upon three (3) Business
Days' prior written notice to Payee.
(b) APPLICATION OF PREPAYMENT PROCEEDS. All proceeds of any
prepayments made pursuant to this Section 5 shall be applied first to
the payment of Enforcement Costs, second to the payment of accrued but
unpaid interest hereon and third to the payment of the outstanding
principal balance of this Note.
6. EVENTS OF DEFAULT. The occurrence of any one or more of the
following events shall constitute an "EVENT OF DEFAULT" under this Note:
(a) PRINCIPAL PAYMENT DEFAULT. Maker shall fail to pay the
outstanding principal amount due hereunder, or any portion thereof
within five (5) business days of when due, whether at Maturity, at such
earlier date as is required by Section 7, or otherwise;
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(b) INTEREST AND ENFORCEMENT COST PAYMENT DEFAULT. Maker shall
fail to pay any interest which has accrued hereunder or any Enforcement
Costs within (5) days of when due;
(c) DISSOLUTION; TERMINATION. The dissolution, termination
and/or liquidation of Payee or the Company;
(d) COVENANT DEFAULT. Maker shall default in the observance or
performance of any covenant or agreement contained in this Note (other
than those set forth in Sections 6(a), 6(b), 6(c), 6(e), 6(f) and 6(g))
and such default shall not of its nature be curable by Maker, or if
such default shall be curable, such default shall continue uncured for
a period of ten (10) days after receipt by Maker of written notice from
Payee to such effect;
(e) BANKRUPTCY, ETC. Maker becomes insolvent or generally
fails to pay, or admits in writing his inability or refusal to pay, his
debts as they become due; or Maker's application for, consent to or
acquiescence in, the appointment of a trustee in bankruptcy, receiver
or other custodian for Maker or any of his property or assets, or
Maker's making a general assignment for the benefit of his creditors;
or, in the absence of such application, consent or acquiescence, a
trustee, receiver or other custodian is appointed for Maker or for a
substantial part of his property or assets and such appointment is not
discharged within 60 days thereafter; or any bankruptcy,
reorganization, debt arrangement or other case or proceeding under any
bankruptcy or insolvency law, or any liquidation proceeding is
commenced in respect of Maker and, if such case or proceeding is not
commenced by Maker, it is either (i) consented to or acquiesced in by
Maker, or (ii) remains undismissed for 60 days;
(f) DEFAULT UNDER OTHER OBLIGATIONS TO PAYEE. Maker defaults
on any obligations of Maker to Payee (or its subsidiaries) under any
agreements between Payee (and/or its subsidiaries) and the Maker
relating to Maker's employment or engagement by the Company (and/or its
subsidiaries), which default has not been cured during any applicable
cure period provided in such agreements; or
(g) USE OF PROCEEDS. Use of the proceeds of the Loan for any
purpose other than payment of the purchase price upon the "exercise" of
Maker's right to acquire shares of up to 192,000 of common stock held
by Payee as "TREASURY STOCK."
7. REMEDIES. Upon or at any time after the occurrence of an Event of
Default specified in Sections 6(a), 6(b), 6(c), 6(d), 6(f) or 6(g) hereof, the
Obligations shall, at the option of Payee, become due and payable without
presentment, demand, protest, notice of acceleration, notice of intent to
accelerate or other notice of any kind, all of which are hereby expressly waived
by Maker, anything in this Note to the contrary notwithstanding. Upon the
occurrence of an Event of Default specified in Section 6(e) hereof, the
Obligations shall thereupon and concurrently therewith become due and payable.
The Maker and every endorser or guarantor hereof agrees, subject only to any
limitation imposed by law, to pay on demand all expenses, including reasonable
attorneys' fees, disbursements and legal expenses, incurred by the holder of
this Note
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in endeavoring to collect any amounts payable hereunder which are not paid when
due, whether by acceleration or otherwise, in addition to any other remedy
available in law or equity.
8. WAIVERS. Maker and every endorser and guarantor of this Note hereby
jointly and severally waive presentment, demand, notice, protest and all other
demands and notices in connection with the delivery, acceptance, performance,
default or enforcement hereof and that no such extension or other indulgence,
and no substitution, release or surrender of collateral, and no discharge or
release of any other party primarily or secondarily liable hereof, shall
discharge or otherwise affect the liability of Maker. No delay or omission on
the part of holder in exercising any right hereunder shall operate as a waiver
of any such right, and the waiver of any such right on any one occasion shall
not be construed as a bar to or waiver of any such right on any future occasion.
9. TRANSFER OF NOTE. Until notified by Payee in writing of the transfer
of this Note, Maker shall be entitled to deem Payee or such person who has been
so identified by Payee in writing to Maker as the owner and holder of this Note.
10. NOTICES. Every notice or other communication required or desired to
be given hereunder shall be in writing and shall be delivered either by personal
delivery, telegram, a nationally recognized courier service, postage prepaid
certified or registered mail, return receipt requested, or facsimile
transmission with acknowledgment of receipt, addressed to the party to whom
intended at the address set forth on the signature page attached to this Note or
at such other address as the intended recipient previously shall have designated
by written notice. Notice by courier or certified or registered mail shall be
effective on the date it is officially recorded as delivered to the intended
recipient by return receipt or similar acknowledgment, or the date of attempted
delivery where delivery is refused by the intended recipient. All notices and
communications delivered in person shall be deemed to have been delivered to and
received by the addressee, and shall be effective, on the date of personal
delivery. Any notice transmitted by telegram or facsimile transmission shall be
deemed to have been delivered to and received by the addressee, and shall be
effective, on the date said notice is delivered to the telegram company for
transmission or received by the recipient, respectively.
11. GOVERNING LAW. This Note shall be governed and construed and the
rights and liabilities of the parties hereto shall be determined in accordance
with the internal laws of the State of Illinois, without regard to the conflict
of laws principles thereof.
12. JURISDICTION; SERVICE OF PROCESS. Maker hereby submits to the
nonexclusive jurisdiction of the United States Federal and State of Illinois
courts for all purposes of or in connection with this Agreement; provided that
nothing in this Agreement shall affect Payee's right to bring any action or
proceeding against Maker or Maker's property in the courts of any other
jurisdiction. Maker hereby consents to process being served in any suit, action
or proceeding of the nature referred to above either (a) by the mailing of a
copy thereof by registered or certified mail, postage prepaid, return receipt
requested, to its address shown below its signature hereto or (b) by serving a
copy thereof upon Maker's authorized agent for service of process (to the extent
permitted by applicable law, regardless whether the appointment of such agent
for service of process for any reason shall prove to be ineffective or such
agent for service
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of process shall accept or acknowledge such service); provided that, to the
extent lawful and practicable, written notice of said service upon said agent
shall be mailed by registered or certified mail, postage prepaid, return receipt
requested, to Maker at Maker's address shown below its signature hereto. Maker
agrees that such service, to the fullest extent permitted by law, (i) shall be
deemed in every respect effective service of process upon it in any such suit,
action or proceeding and (ii) shall be taken and held to be valid personal
service upon and personal delivery to Maker. Nothing herein shall affect Payee's
right to serve process in any other manner permitted by law, or limit Payee's
right to bring proceedings against Maker in the courts of any other
jurisdiction.
13. WAIVER OF JURY TRIAL. MAKER HEREBY IRREVOCABLY WAIVES ANY RIGHT TO
TRIAL BY JURY IN ANY ACTION OR PROCEEDING (I) TO ENFORCE OR DEFEND ANY RIGHTS
UNDER OR IN CONNECTION WITH THIS NOTE OR ANY AMENDMENT, INSTRUMENT, DOCUMENT OR
AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION
HEREWITH, OR (II) ARISING FROM ANY DISPUTE OR CONTROVERSY IN CONNECTION WITH OR
RELATED TO THIS NOTE, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE
TRIED BEFORE A COURT AND NOT BEFORE A JURY.
14. ASSIGNMENT. This Note and all rights and remedies hereunder shall
be fully assignable by Payee and, following such assignment, any such assignee
shall be deemed the "Payee" for all purposes hereunder. Neither this Note nor
any obligations or duties hereunder may be sold, assigned or delegated by the
Maker without the prior written consent of the Payee.
15. DISTRIBUTION INSTRUCTIONS. Maker hereby instructs Payee to make
payment of all amounts borrowed hereunder by Maker directly to Payee in payment
of the exercise price upon the "exercise" of Maker's options to acquire common
stock shares from Payee.
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IN WITNESS WHEREOF, Maker has executed and delivered this Note as of
the day and year first above written, though this note was executed at a later
date.
MAKER:
/s/ Githesh Ramamurthy
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Githesh Ramamurthy
PAYEE'S ADDRESS:
CCC Information Services Group Inc.
World Trade Center Chicago
444 Merchandise Mart
Chicago, Illinois 60654
Attention: Chief Financial Officer
Telephone No.: (312) 222-4636
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