PROFESSIONAL SERVICES AGREEMENT
THIS PROFESSIONAL SERVICES AGREEMENT (this “ Agreement ”) is made as of April 1, 2005, between GTCR Golder Rauner II, L.L.C., a Delaware limited liability company (“ GTCR ”), and Solera, Inc., a Delaware corporation (the “ Company ”).
WHEREAS, the Company is a wholly owned subsidiary of Solera Holdings, LLC, a Delaware limited liability company (the “ Parent ”);
WHEREAS, GTCR (together with certain investment funds or special purpose investment vehicles controlled by GTCR or GTCR Golder Rauner, L.L.C., a Delaware limited liability company, the “ Investors ”) will purchase (the “ Investment ”), pursuant to that certain Unit Purchase Agreement (the “ Purchase Agreement” ) of even date herewith between the Parent and the Investors, Class B Preferred Units (the “ Class B Preferred ”) and Class A Common Units (the “ Class A Common Units ” and, together with the Class B Preferred, the “ Units ”);
WHEREAS, the Company desires to receive financial and management consulting services from GTCR, and obtain the benefit of the experience of GTCR in business and financial management generally and its knowledge of the Company and the Company’s financial affairs in particular; and
WHEREAS, in connection with the Investment, GTCR is willing to provide financial and management consulting services to the Company and the compensation arrangements set forth in this Agreement are designed to compensate GTCR for such services.
NOW, THEREFORE, in consideration of the foregoing premises and the respective agreements hereinafter set forth and the mutual benefits to be derived herefrom, GTCR and the Company hereby agree as follows:
1. Engagement . The Company hereby engages GTCR as a financial and management consultant, and GTCR hereby agrees to provide financial and management consulting services to the Company, all on the terms and subject to the conditions set forth below.
2. Services of GTCR . GTCR hereby agrees during the term of this engagement to consult with the board of directors of the Company (the “ Board ”), the boards of directors (or similar governing body) of the Company’s affiliates and the management of the Company and its affiliates in such manner and on such business and financial matters as may be reasonably requested from time to time by the Board, including, but not limited to:
(a) corporate strategy;
(b) budgeting of future corporate investments;
(c) acquisition and divestiture strategies; and
(d) debt and equity financings.
3. Personnel . GTCR shall provide and devote to the performance of this Agreement such partners, employees and agents of GTCR as GTCR shall deem appropriate for the furnishing of the services required thereby.
4. Placement Fees .
(a) At the time of any purchase of equity by the Investors and/or their Affiliates (as defined in the Purchase Agreement) pursuant to Section 1B of the Purchase Agreement, the Company shall pay to GTCR a placement fee in immediately available funds in an amount equal to one percent (1.0%) of the amount paid to the Parent in connection with such purchase.
(b) At the time of any other equity or debt financing of the Parent, the Company or any of their respective subsidiaries prior to a Public Offering (as defined in the Parent’s Limited Liability Company Agreement), the Company shall pay to GTCR a placement fee in immediately available funds in an amount equal to one percent (1.0%) of the gross amount of such financing (including the committed amount of any revolving credit facility); provided that the Company will not be obligated pursuant to this Section 4(b) to pay GTCR a placement fee as the result of any purchase of securities of the Parent by any executive of the Parent, the Company or any of their respective subsidiaries.
If any individual payment to GTCR pursuant to this Section 4 would be less than $10,000, then such payment shall be held by the Company until the first to occur of (i) such time as the aggregate of such payments equals or exceeds $10,000, and (ii) the effective date of the termination of this Agreement.
5. Management Fee . Commencing upon the occurrence of the EBITDA Threshold Date and continuing until this Agreement has been terminated in accordance with its terms, the Company shall pay to GTCR an annual management fee equal to $250,000 payable in equal monthly installments beginning on the first day of the calendar month following the EBITDA Threshold Date. For purposes hereof, “ EBITDA Threshold Date ” means the last day of the calendar month, if any, in which the Parent has consolidated EBITDA of at least $3 million on a pro forma basis (after giving effect to any acquisitions or dispositions by the Parent or any of its subsidiaries that have been consummated) over the full twelve calendar month period ending on such day. For purposes hereof, “ EBITDA ” means, for any period, earnings for such period before interest, taxes, depreciation and amortization for such period, determined on a consolidated basis in accordance with United States generally accepted accounting principles as in effect from time to time.
6. Expenses . The Company shall promptly reimburse GTCR for such reasonable travel expenses, legal fees and other out-of-pocket fees and expenses as have been or may be incurred by GTCR, its directors, officers and employees in connection with the Initial Closing (as
defined in the Purchase Agreement), in connection