Exhibit 10.4
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
2
defined in the Purchase
Agreement), in connection
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