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                          WAIVER AND THIRD AMENDMENT TO
                 AMENDED AND RESTATED CREDIT FACILITY AGREEMENT


         This WAIVER AND THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT FACILITY
AGREEMENT (this "Amendment") is entered into as of the 17th day of April, 2001
(the "Effective Date"), by and among LaSalle Bank National Association, a
national banking association (f/k/a LaSalle National Bank), as Administrative
Agent for the Lenders described below (in such capacity, the "Administrative
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, Administrative Agent, the Issuing Bank, the Lenders parties
thereto and Borrower entered into that certain Amended and Restated Credit
Facility Agreement dated as of October 29, 1998, as amended by that certain
Waiver and Amendment to Amended and Restated Credit Facility Agreement dated as
of October 20, 2000 and as further amended by that certain Second Waiver and
Amendment to Amended and Restated Credit Facility Agreement dated as of February
15, 2001 (as may be further 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) reduce the Line of Credit Commitment
and L/C Commitment, (ii) reduce the Line of Credit Maturity Date, (iii) provide
for certain mandatory prepayments and commitment reductions, (iv) reset certain
financial covenants and change certain of the Borrower's reporting requirements,
(v) provide for a consultant to review matters pertaining to the business and
properties of Borrower and its Subsidiaries, (vi) provide for additional
Collateral and other credit enhancements, (vii) provide for the infusion of
additional equity capital, and (viii) amend certain covenants;

         WHEREAS, the Borrower has requested the Lenders to waive certain Events
of Default under certain financial covenants; and

         WHEREAS, the Borrower and the Administrative Agent, Issuing Bank and
Lenders have agreed to enter into this Amendment on the terms and subject to the
conditions hereafter set forth;

         NOW, THEREFORE, for and in consideration of the waiver of certain
Events of Default under the Credit Agreement and 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 Section 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.

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         2. AMENDMENT OF THE AGREEMENT. Subject to the terms and conditions
contained herein, on and after the date of this Amendment, the parties hereto
agree as follows:

                  (a) Schedule A to the Credit Agreement is hereby deleted in
its entirety and replaced by the revised Schedule A attached hereto. All
references to Schedule A throughout the Credit Agreement shall be references to
revised Schedule A attached hereto.

                  (b) Schedule 5.7(e) to the Credit Agreement is hereby deleted
in its entirety and replaced by the revised Schedule5.7(e) attached hereto. All
references to Schedule 5.7(e) throughout the Credit Agreement shall be
references to revised Schedule 5.7(e) attached hereto.

                  (c) Schedule 5.7(f) to the Credit Agreement is hereby deleted
in its entirety and replaced by the revised Schedule 5.7(f) attached hereto. All
references to Schedule 5.7(f) throughout the Credit Agreement shall be
references to revised Schedule 5.7(f) attached hereto.

                  (d) Exhibit 1.4.1 to the Credit Agreement is hereby amended
and replaced by revised Exhibit 1.4.1 attached hereto. All references to Exhibit
1.4.1 throughout the Credit Agreement shall be references to revised Exhibit
1.4.1 attached hereto.

                  (e) Exhibit 4.2 to the Credit Agreement is hereby amended and
replaced by revised Exhibit 4.2 attached hereto. All references to Exhibit 4.2
throughout the Credit Agreement shall be references to revised Exhibit 4.2
attached hereto.

                  (f) Section 1.1.2. of the Credit Agreement is hereby amended
and restated in its entirety to read as follows:

                  "1.1.2. Facility Maturity. The Line of Credit Facility will
                  mature on September 30, 2002 (as may be extended from time to
                  time in Lenders' sole and absolute discretion or as may be
                  earlier terminated pursuant to the terms hereof, "Line of
                  Credit Maturity Date")."

                  (g) Section 1.1.4. of the Credit Agreement is hereby amended
by deleting the third sentence of such Section in its entirety and replacing
such sentence with the following:

                  "The aggregate stated principal amount of the Line of Credit
                  Notes will be $55,000,000; provided, however, that the maximum
                  liability under such Line of Credit Notes will be limited at
                  all times to the actual amount of indebtedness (including
                  principal, interest, fees and expenses) then outstanding under
                  the Line of Credit Facility."

                  (h) Section 1.1.6.1 of the Credit Agreement is hereby amended
and restated in its entirety to read as follows:

                  "1.1.6.1. Periodic Interest Payments. Interest accrued under
                  the Line of Credit Facility will be due and payable monthly in
                  arrears on the first Business Day following the end of each
                  calendar month

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                  with respect to any Portion consisting of Prime
                  Rate Advances and on the last day of each Interest Period for
                  any Portion consisting of Adjusted LIBO Rate Advances;
                  PROVIDED, HOWEVER, that if any Interest Period for an Adjusted
                  LIBO Rate Advance exceeds one month, interest on such Adjusted
                  LIBO Rate Advance shall also be payable on each consecutive
                  one-month anniversary of the first day of such Interest Period
                  occurring prior to the last day of such Interest Period."

                  (i) Section 1.1.6.2.b. of the Credit Agreement is hereby
amended and restated in its entirety to read as follows:

                  "1.1.6.2.b. MANDATORY REDUCTION. On the date of any Mandatory
                  Prepayment Event (other than all issuances of Equity
                  Securities by Guarantor and all issuances of Funded Debt by
                  Guarantor pursuant to the Supplemental Capital Contribution or
                  the Capricorn Contribution) the Line of Credit Commitment
                  shall be permanently reduced by an amount equal to the
                  Designated Proceeds of such Mandatory Prepayment Event;
                  provided, however, if the Designated Proceeds in respect of
                  the Supplemental Capital Contribution exceed $25,000,000 in
                  the aggregate, then the Line of Credit Commitment shall be
                  permanently reduced by an amount equal to such excess. The
                  Line of Credit Commitment shall be further reduced by the
                  amount of (i) $1,000,000 per month on each of June 30, 2001,
                  July 31, 2001 and August 31, 2001 to the extent the LOI is not
                  received by the Administrative Agent in accordance with
                  Section 4.16(b) prior to the applicable date, PROVIDED THAT no
                  such reduction shall occur after the date the LOI is received
                  by the Administrative Agent, and (ii) $3,000,000 on September
                  30, 2001 and if the Net Cash Proceeds from the Supplemental
                  Capital Contribution have not been contributed to the equity
                  capital of the Borrower in accordance with Section 4.16(b) by
                  September 30, 2001, by $3,000,000 per month on the last day of
                  each month occurring after September 30, 2001, until the Net
                  Cash Proceeds from the Supplemental Capital Contribution have
                  been contributed to the equity capital of the Borrower in
                  accordance with Section 4.16(b), PROVIDED THAT at any time
                  after the Net Cash Proceeds from the Supplemental Capital
                  Contribution are contributed to the equity capital of the
                  Borrower in accordance with Section 4.16(b), the Line of
                  Credit Commitment shall instead by reduced by $3,000,000 per
                  quarter, commencing on the later of (1) December 31, 2001 or
                  (2) the last day of the fiscal quarter in which such
                  contribution to Borrower has been made."

                  (j) Section 1.1.6.5.c. of the Credit Agreement is hereby
amended and restated in its entirety to read as follows:

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                  "1.1.6.5.c. OTHER MANDATORY PREPAYMENTS. Borrower shall make a
                  prepayment to Administrative Agent for the benefit of Lenders
                  (without necessity of notice or demand by Administrative
                  Agent) upon the occurrence of any of the following (each a
                  "Mandatory Prepayment Event") at the following times and in
                  the following amounts (such applicable amounts being referred
                  to as "Designated Proceeds"): (i) within one Business Day of
                  the receipt by the Borrower or any of its Subsidiaries of any
                  Net Cash Proceeds from any Asset Sale, in an amount equal to
                  100% of such Net Cash Proceeds; (ii) within one Business Day
                  of the receipt by Guarantor, Borrower or any of their
                  respective Subsidiaries, any Net Cash Proceeds from any
                  issuance of Equity Securities of Guarantor, Borrower or any of
                  their respective Subsidiaries (excluding (x) any issuance of
                  shares of capital stock pursuant to any employee or director
                  stock option program, benefit plan or compensation program and
                  (y) any issuance by a Subsidiary to the Borrower or another
                  Restricted Subsidiary of Borrower), in an amount equal to 100%
                  of such Net Cash Proceeds; and (iii) within one Business Day
                  of the receipt by Guarantor, Borrower or any of their
                  respective Subsidiaries of any Net Cash Proceeds from any
                  issuance of Funded Debt by Borrower, Guarantor or any of their
                  respective Subsidiaries (excluding Funded Debt which is
                  Permitted Indebtedness under clauses a through h of Section
                  5.2), in an amount equal to 100% of such Net Cash Proceeds.
                  Any prepayment required to be made pursuant to this Section
                  1.1.6.5.c. shall be applied pursuant to Section 1.5.3 and,
                  except as otherwise provided in Section 1.1.6.2.b., will
                  permanently reduce the Line of Credit Commitment. It being
                  agreed that any prepayment made with the Net Cash Proceeds of
                  (A) the Supplemental Capital Contribution up to $25,000,000 or
                  (B) the Capricorn Contribution, will not permanently reduce
                  the Line of Credit Commitment"

                  (k) Section 1.2.7 of the Credit Agreement is hereby amended by
deleting the first sentence of such Section and replacing such sentence with the
following:

                  "The Borrower shall pay to the Administrative Agent for the
                  account of each of the Lenders a letter of credit fee ("Letter
                  of Credit Fee") with respect to the outstanding Letters of
                  Credit equal to a per annum rate equal to the applicable Rate
                  Margin for Adjusted LIBO Rate Advances multiplied by the
                  average daily maximum amount available to be drawn thereunder,
                  computed on a quarterly basis in arrears on the first Business
                  Day following the end of each calendar quarter based on the
                  Letters of Credit outstanding during such quarter as
                  calculated by the Administrative Agent."

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<PAGE>

                  (l) Section 1.3.1 of the Credit Agreement is hereby amended
and restated in its entirety as follows:

                  "1.3.1. COMMITMENTS. The aggregate amount of all Commitments
                  of all of the Lenders as of the date of the Amendment - Third
                  is $55,000,000, as may be reduced from time to time pursuant
                  to Section 1.1.6.2."

                  (m) Section 1.4.1 of the Credit Agreement is hereby amended by
deleting the second sentence of such Section and replacing it with the
following:

                  "Each Advance Request must (i) be substantially in the form of
                  Exhibit 1.4.1 hereto or such other form as Administrative
                  Agent from time to time may reasonably request, (ii) provide
                  all of the certifications and information required by Exhibit
                  1.4.1 and (iii) be executed by the President, Chief Financial
                  Officer, the Treasurer, the Senior Vice President, Corporate
                  Finance or such other senior officer of Borrower as is
                  acceptable to Administrative Agent."

                  (n) Section 1.5.3 of the Credit Agreement is hereby amended
and restated in its entirety as follows:

                  "1.5.3. APPLICATION OF PAYMENTS. Unless a Default or Event of
                  Default exists and unless the Borrower otherwise directs, all
                  payments and other funds received by Administrative Agent
                  hereunder (for the benefit of Lenders) will be applied by
                  Administrative Agent and each Lender in the following order:
                  (a) first to the payment of any fees and charges due under the
                  Loan Documents, and (b) then to any obligations for the
                  payment of expenses due under the Loan Documents, and (c) then
                  to the payment of interest due and owing hereunder, and (d)
                  then to principal outstanding under the Line of Credit
                  Facility, and (e) then to any other interest accrued but not
                  yet owing hereunder, and (f) then to any other indebtedness of
                  Borrower or other Obligor then due and owing to Administrative
                  Agent, any Lender or Issuing Bank, and (g) then to any Hedging
                  Obligations, cash management liabilities or similar
                  liabilities of the Borrower or any Subsidiary to the
                  Administrative Agent, any Lender or any Affiliate of any
                  Lender."

                  (o) Section 1.6 of the Credit Agreement is amended and
restated in its entirety to read as follows:

                  "1.6 Collateral Security. Guarantor and Administrative Agent
                  entered into Pledge Agreement, dated as of October 29, 1998,
                  pursuant to which Guarantor pledged all of the capital stock
                  of Borrower to Administrative Agent, for its benefit and the
                  benefit of

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                  the Lenders. In connection with the Amendment-Second, the
                  Borrower and Administrative Agent entered into a Security
                  Agreement dated as of February 15, 2001, pursuant to
                  which Borrower granted to Administrative Agent, for its
                  benefit and the benefit of the Lenders, a Lien on
                  substantially all of Borrower's assets, and certain other
                  Collateral Security Documents more specifically described
                  in such amendment. In connection with the
                  Amendment-Third, the Borrower executed or agreed to
                  execute certain other Collateral Security Documents for
                  the benefit of the Administrative Agent and the Lenders
                  more specifically described in the such amendment.
                  Borrower hereby ratifies and confirms all such Loan
                  Documents."

                  (p) Section 2.2.1.3 of the Credit Agreement is amended and
restated in its entirety as follows:

                  "2.2.1.3. NO MATERIAL CHANGE. There must not have been any
                  Material Adverse Change between December 31, 1999 and such
                  Settlement Date."

                  (q) Section 2.2.3 of the Credit Agreement is amended and
restated in its entirety to read as follows:

                  "FINANCIAL COVENANTS. As of such Settlement Date, Borrower
                  must be in compliance with the financial ratios and covenants
                  under Section 4.1 calculated as of the date of the most recent
                  Periodic Compliance Certificate delivered in accordance with
                  Section 4.2, giving effect to the proposed Advance."

                  (r) Section 4.1. of the Credit Agreement is hereby amended and
restated in its entirety as follows:

                  "4.1. FINANCIAL COVENANTS AND RATIOS. As of the end of each
                  month, Borrower will satisfy and comply with each of the
                  following financial ratios and characteristics, each of which
                  will be determined using GAAP consistently applied, except as
                  otherwise expressly provided:

                  4.1.1.   TOTAL CHARGE COVERAGE RATIO.  A Total Charge
                  Coverage Ratio of not less than 1.25-to -1.0.

                  4.1.2.   CASH FLOW LEVERAGE RATIO.  A Cash Flow Leverage
                  Ratio of not more than 1.50-to-1.0.

                  4.1.3. MINIMUM ROLLING 3-MONTH CASH FLOW. A Minimum Rolling
                  3-Month Cash Flow of not less than the following amounts for
                  the following periods (for negative amounts "minimum" means a
                  negative number not greater than):

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              -------------------- -----------------
              May 31, 2001           ($1,100,000)
              -------------------- -----------------
              June 30, 2001           ($200,000)
              -------------------- -----------------
              July 31, 2001           $1,100,000
              -------------------- -----------------
              August 31, 2001         $2,600,000
              -------------------- -----------------
              September 30, 2001      $4,700,000
              -------------------- -----------------
              October 31, 2001        $5,500,000
              -------------------- -----------------
              November 30, 2001       $6,300,000
              -------------------- -----------------
              December 31, 2001       $7,600,000
              -------------------- -----------------

                           Borrower and the Required Lenders will use all
                           commercially reasonable efforts to set the Minimum
                           Rolling 3-Month Cash Flow levels for 2002 within 30
                           days after Borrower's delivery of the Projections for
                           the year ended December 31, 2002 (which shall be
                           delivered no later than December 30, 2001 pursuant to
                           Section 4.3.1). In event that the Borrower and the
                           Required Lenders cannot agree to the revised levels
                           within such 30 day period, the Required Lenders will
                           set the levels, provided that in setting such revised
                           levels, the Required Lenders shall use the same
                           methodology as was used in setting such levels in
                           Amendment - Third, except that such levels shall be
                           based on the Borrower's reasonable Projections for
                           the year ended December 31, 2002.

                  4.1.4. MINIMUM NET WORTH. Guarantor and its Subsidiaries (on a
                  consolidated basis) shall have minimum net worth (calculated
                  in accordance with GAAP) as of such date of not less than the
                  sum of (i) $5,000,000 (which includes the Subordinated
                  Indebtedness evidenced by the Capricorn Notes), plus (ii) 90%
                  of the aggregate amount of Subordinated Indebtedness as of
                  such date (other than the Subordinated Indebtedness evidenced
                  by the Capricorn Notes and inter-company indebtedness) plus
                  (iii) 90% of the aggregate amount of Designated Proceeds from
                  any issuance of Equity Securities by Guarantor, Borrower or
                  any of their respective Subsidiaries occurring after the
                  closing of the Amendment - Third (excluding the Capricorn
                  Contribution); PROVIDED, that in calculating Minimum Net Worth
                  as of any date, any non-cash write-ups and write-downs of any
                  Investment of any of the Guarantor, Borrower or any of their
                  respective Subsidiaries (on a

                                      7

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                  consolidated basis), occurring after the closing of the
                  Amendment - Third, shall be excluded from such calculation.

                  (s) Section 4.2 of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:

                  "4.2     PERIODIC FINANCIAL STATEMENTS.

                  4.2.1. MONTHLY FINANCIAL STATEMENTS. Within twenty (20)
                  calendar days of the end of each month, Borrower must prepare
                  and deliver to each Lender and Administrative Agent unaudited
                  monthly consolidated and consolidating financial statements
                  for each of Borrower and Guarantor (and their respective
                  Subsidiaries). Such financial statements must include a
                  balance sheet, an income statement, and a cash flow statement
                  (with appropriate external notes and schedules, if prepared).
                  Such financial statements must be prepared in accordance with
                  GAAP consistently applied (subject to quarterly and year end
                  adjustments and except as approved by Administrative Agent in
                  its sole and absolute discretion). Together with the monthly
                  financial statements, each Lender and Administrative Agent
                  must also receive (i) a certificate (in the form attached as
                  Exhibit 4.2) executed by the President, the Chief Financial
                  Officer, the Treasurer, the Senior Vice President, Corporate
                  Finance or such other senior executive officer of Borrower as
                  is acceptable to Administrative Agent (a) stating that the
                  financial statements fairly present the financial condition,
                  results of operations and cash flows of Guarantor and Borrower
                  (and their respective Subsidiaries), as applicable, as of the
                  date thereof and for the periods covered thereby (subject to
                  quarterly and year end adjustments), and (b) providing a
                  reconciled calculation demonstrating compliance with each
                  financial covenant and ratio under Section 4.1 hereof and the
                  covenants contained in Sections 5.13, 5.17 and 5.18 (using the
                  form attached as Exhibit 4.2 hereto), and (c) calculating, as
                  of the end of such fiscal period, the then-current amount of
                  the Available Credit Portion (using the form attached as
                  Exhibit 4.2 hereto) and (d) certifying the amount of any
                  Subordinated Indebtedness paid during such fiscal period and
                  (e) a description (by amount and payee) of all outstanding
                  Funded Debt as at the end of such fiscal period and (f)
                  certifying that as of the date of such certificate there is
                  not any existing Default or Event of Default or, if such
                  Default or Event of Default exists, specifying the nature
                  thereof, and (ii) a comparison of such financial statements
                  with the Projections for such period of the current fiscal
                  year and a comparison of such financial statements with the
                  corresponding period of the previous fiscal year. Borrower
                  shall attach to Exhibit 4.2 monthly operating reports
                  (including, with

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                  respect to the Drive Logic division of Borrower) in form
                  and substance reasonably acceptable to the Administrative
                  Agent, which allow the Lenders to track compliance with
                  each financial covenant and ratio under Section 4.1 and
                  compliance with the covenants contained in Section 5.13,
                  5.17 and 5.18, certified (in the form of Exhibit 4.2) as
                  being prepared in accordance with GAAP (except as
                  otherwise required) and accurate in all material respects
                  by Borrower's Chief Financial Officer, the Treasurer, the
                  Senior Vice President, Corporate Finance or such other
                  senior executive officer of CCC as is acceptable to
                  Administrative Agent.

                  4.2.2 QUARTERLY FINANCIAL STATEMENTS. Within forty-five (45)
                  calendar days of the end of each of the first three fiscal
                  quarters, Borrower must prepare and deliver to each Lender and
                  Administrative Agent unaudited quarterly consolidated and
                  consolidating financial statements for each of Borrower and
                  Guarantor (and their respective Subsidiaries). Such financial
                  statements must include, without limitation, a balance sheet
                  and an income statement, a cash flow statement and a
                  reconciliation of consolidated net worth and capital accounts
                  (with appropriate external notes and schedules, if prepared).
                  Such financial statements must be prepared in accordance with
                  GAAP consistently applied (subject to normal year-end
                  adjustments and except as otherwise approved by Administrative
                  Agent in its sole and absolute discretion). Together with the
                  quarterly financial statements, each Lender and Administrative
                  Agent must also receive (i) a certificate (in the form
                  attached as Exhibit 4.2) executed by the President, the Chief
                  Financial Officer, the Treasurer, the Senior Vice President,
                  Corporate Finance or such other senior executive officer of
                  CCC as is acceptable to Administrative Agent (a) stating that
                  the financial statements fairly present the financial
                  condition, results of operations and cash flows of Guarantor
                  and Borrower (and their respective Subsidiaries), as
                  applicable, as of the date thereof and for the periods covered
                  thereby (subject to year end adjustments), and (b) providing a
                  reconciled calculation demonstrating compliance with each
                  financial covenant and ratio under Section 4.1 hereof and the
                  covenants contained in Sections 5.13, 5.17 and 5.18 (using the
                  form attached as Exhibit 4.2 hereto), and (c) calculating, as
                  of the end of such fiscal period, the then-current amount of
                  the Available Credit Portion (using the form of Exhibit 4.2)
                  and (d) certifying the amount of any Subordinated Indebtedness
                  paid during such fiscal period and (e) a description (by
                  amount and payee) of all outstanding Funded Debt as at the end
                  of such fiscal period and (f) certifying that as of the date
                  of such certificate there is not any existing Default or Event
                  of Default or, if such Default or Event of Default exists,
                  specifying the nature thereof, and (ii) a comparison

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                  of such financial statements with the Projections for
                  such period of the current fiscal year and a comparison
                  of such financial statements with the corresponding
                  period of the previous fiscal year. Borrower shall attach
                  to Exhibit 4.2 a comparison by business segment of the
                  actual performance for such period with the Projections
                  for such period, and a comparison with Borrower's most
                  recent projections updated based on actual performance,
                  certified (in the form of Exhibit 4.2) as being prepared
                  in accordance with GAAP (except as otherwise required)
                  and accurate in all material respects by Borrower's Chief
                  Financial Officer, the Treasurer, the Senior Vice
                  President, Corporate Finance or such other senior
                  executive officer of CCC as is acceptable to
                  Administrative Agent.

                  4.2.3 ANNUAL FINANCIAL STATEMENTS. Within ninety (90) calendar
                  days after the close of each fiscal year, Borrower must
                  prepare and deliver to each Lender and Administrative Agent
                  (i) a complete set of audited annual consolidated financial
                  statements of each of the Borrower and the Guarantor (and
                  their respective Subsidiaries) (with accompanying notes and
                  consolidating schedules), and (ii) unaudited consolidating
                  financial statements for each of Borrower and Guarantor (and
                  their respective Subsidiaries). Such financial statements (a)
                  must include the types of financial statements and information
                  required on a quarterly basis under this Section 4.2, and (b)
                  must be prepared in accordance with GAAP consistently applied,
                  and (c) as to the consolidated financial statements, must be
                  certified without qualification by an independent certified
                  public accounting firm satisfactory to Administrative Agent.
                  Together with the annual financial statements, each Lender and
                  Administrative Agent must also receive (A) all related
                  management letters prepared by such accountants and an audit
                  report or opinion signed by such accountants pursuant to a
                  reliance letter delivered to such accountants for the benefit
                  of the Lenders reasonably satisfactory to the Administrative
                  Agent stating that the financial statements fairly present the
                  consolidated financial condition, results of operations and
                  cash flows of the Borrower and the Guarantor (and their
                  respective Subsidiaries), as the case may be, as of the date
                  thereof and for the periods covered, (B) a certificate (in the
                  form attached as Exhibit 4.2) executed by the President, the
                  Chief Financial Officer, the Treasurer, the Senior Vice
                  President, Corporate Finance or such other senior executive
                  officer of CCC as is acceptable to Administrative Agent (a)
                  stating that the financial statements fairly present the
                  financial condition, results of operations and cash flows of
                  Guarantor and Borrower (and their respective Subsidiaries), as
                  the case may be, as of the date thereof and the for the
                  periods covered thereby (subject to year end

                                      10

<PAGE>

                  adjustments), and (b) providing a reconciled calculation
                  demonstrating compliance with each financial covenant and
                  ratio under Section 4.1 hereof and the covenants
                  contained in Sections 5.13, 5.17 and 5.18 (using the form
                  attached as Exhibit 4.2 hereto), and (c) calculating, as
                  of the end of such fiscal period, the then-current amount
                  of the Available Credit Portion (using the form attached
                  as Exhibit 4.2, and (d) certifying the amount of any
                  Subordinated Indebtedness paid during such fiscal period
                  and (e) a description (by amount and payee) of all
                  outstanding Funded Debt as at the end of such fiscal
                  period and (f) certifying that as of the date of such
                  certificate there is not any existing Default or Event of
                  Default or, if such Default or Event of Default exists,
                  specifying the nature thereof, and (C) a comparison of
                  such financial statements with the Projections for such
                  period of the current fiscal year and a comparison of
                  such financial statements with the corresponding period
                  of the previous fiscal year."

                  (t) Section 4.3.1 of the Credit Agreement is amended and
restated in its entirety to read as follows:

                  "4.3.1 PROJECTIONS. On or before the 15th day after the Board
                  of Directors shall review and approve the same, but in any
                  case not later than December 30 of each year commencing with
                  the fiscal year ending December 31, 2001, Borrower must
                  deliver to each Lender and Administrative Agent consolidated
                  and consolidating projected balance sheets, statements of
                  income and expenses, and statements of cash flow, in the same
                  format as used for the monthly reporting required by Section
                  4.2.1 hereof, for each of the Guarantor and Borrower (and
                  their respective Subsidiaries) for the immediately succeeding
                  year (the "Projections"). The Projections shall be accompanied
                  by a certificate of the President, the Chief Financial
                  Officer, the Treasurer, the Senior Vice President of Corporate
                  Finance or such other senior executive officer of CCC as is
                  acceptable to Administrative Agent to the effect that (i) such
                  Projections were prepared by the Borrower in good faith, (ii)
                  the Projections provided by the Borrower were based on good
                  faith estimates and assumptions believed by the Borrower to be
                  reasonable as of the date such Projections were furnished,
                  provided that actual results during the periods covered
                  thereby may differ from projected or forecasted results and
                  (iii) such Projections have been prepared in accordance with
                  such assumptions; PROVIDED, that with respect to Projections
                  for the year ended December 31, 2001, the Borrower shall be
                  deemed to have satisfied its obligations under this Section
                  4.3.1 if such delivery is made on or before the date of the
                  Amendment - Third."

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<PAGE>

                  (u) Section 4.3 of the Credit Agreement is amended by adding
the following as Section 4.3.4:

                  "4.3.4 WEEKLY CASH FLOW. Within three (3) Business Days
                  following the end of each calendar week, Borrower must deliver
                  to each Lender and Administrative Agent consolidated cash flow
                  forecasts for Borrower and its Subsidiaries, in form and
                  substance acceptable to Administrative Agent, for the week the
                  report is delivered and the following consecutive twelve (12)
                  calendar weeks."

                  (v) Section 4.3 of the Credit Agreement is amended by adding
the following as Section 4.3.5 to such Section:

                  "4.3.5. PRO FORMA STATEMENTS. Borrower must deliver to each
                  Lender and the Administrative Agent, at least 10 Business Days
                  prior to the sale of (i) any Subsidiary, (ii) all or
                  substantially all of the assets of any Subsidiary or division
                  of Borrower or any Subsidiary, or (iii) any other Asset Sale
                  for which consent of the Required Lenders is required
                  hereunder, PRO FORMA financial statements (including balance
                  sheet, income statement and cash flow statement), as at the
                  proposed date of such disposition, for such Subsidiary,
                  division or assets and consolidated financial statements
                  (including balance sheet, income statement and cash flow
                  statement) for Borrower and its Subsidiaries after giving
                  effect to such proposed disposition."

                  (w) Section 4.8.1 of the Credit Agreement is amended by adding
the following after the last sentence of such Section:

                  "The Borrower shall cause each issuer of a property or
                  casualty insurance policy to provide the Administrative Agent
                  with an endorsement (i) showing loss payable to the
                  Administrative Agent as lender's loss payee with respect to
                  each policy of property or casualty insurance and naming the
                  Administrative Agent and each Lender as an additional insured
                  with respect to each policy of insurance for liability for
                  personal injury or property damage, (ii) providing that 30
                  days' notice will be given to the Administrative Agent prior
                  to any cancellation of such policy and (iii) reasonably
                  acceptable in all other respects to the Administrative Agent.
                  UNLESS THE BORROWER PROVIDES THE ADMINISTRATIVE AGENT WITH
                  EVIDENCE OF THE INSURANCE COVERAGE REQUIRED BY THIS AGREEMENT,
                  THE ADMINISTRATIVE AGENT MAY PURCHASE INSURANCE AT THE
                  BORROWER'S EXPENSE TO PROTECT THE ADMINISTRATIVE AGENT'S AND
                  THE

                                      12

<PAGE>

                  LENDERS' INTERESTS IN THE COLLATERAL. THIS INSURANCE MAY,
                  BUT NEED NOT, PROTECT THE BORROWER'S INTERESTS. THE COVERAGE
                  THAT THE ADMINISTRATIVE AGENT PURCHASES MAY NOT PAY ANY CLAIM
                  THAT IS MADE AGAINST THE BORROWER IN CONNECTION WITH THE
                  COLLATERAL. THE BORROWER MAY LATER CANCEL ANY INSURANCE
                  PURCHASED BY THE ADMINISTRATIVE AGENT, BUT ONLY AFTER
                  PROVIDING THE ADMINISTRATIVE AGENT WITH EVIDENCE THAT THE
                  BORROWER HAS OBTAINED INSURANCE AS REQUIRED BY THIS AGREEMENT.
                  IF THE ADMINISTRATIVE AGENT PURCHASES INSURANCE FOR THE
                  COLLATERAL, THE BORROWER WILL BE RESPONSIBLE FOR THE COSTS OF
                  THAT INSURANCE, INCLUDING INTEREST AND ANY OTHER CHARGES THAT
                  MAY BE IMPOSED WITH THE PLACEMENT OF THE INSURANCE, UNTIL THE
                  EFFECTIVE DATE OF THE CANCELLATION OR EXPIRATION OF THE
                  INSURANCE. THE COSTS OF THE INSURANCE MAY BE ADDED TO THE
                  PRINCIPAL AMOUNT OF THE OBLIGATIONS OWING HEREUNDER. THE COSTS
                  OF THE INSURANCE MAY BE MORE THAN THE COST OF THE INSURANCE
                  THE BORROWER MAY BE ABLE TO OBTAIN ON ITS OWN."

                  (x) Section 4.15.4 of the Credit Agreement is amended and
restated in its entirety to read as follows (see Schedule B attached hereto and
made a part hereof):

                  "4.15.4 COLLATERAL UNDERTAKINGS. (a) Borrower will take, and
                  cause each Subsidiary to take, such actions as are necessary
                  or as the Administrative Agent or the Required Lenders may
                  reasonably request from time to time (including the execution
                  and delivery of guaranties, security agreements, pledge
                  agreements, mortgages, deeds of trust, financing statements
                  and other agreements and documents, the filing or recording of
                  any of the foregoing, and the delivery of stock certificates
                  and other collateral with respect to which perfection is
                  obtained by possession) to ensure that (x) the Obligations are
                  (i) secured by substantially all of the assets of the Borrower
                  and (ii) guaranteed by all of its Subsidiaries, (except to the
                  extent provided in subsection "(b)" below) (including,
                  promptly upon the acquisition or creation thereof, any
                  Subsidiary acquired or created after the date hereof) by
                  execution of a guaranty substantially in the form of Exhibit
                  4.15.4 hereto (each, a "Subsidiary Guaranty") and (y) the
                  obligations of each such Subsidiary under the applicable
                  Subsidiary Guaranty are secured

                                      13

<PAGE>

                  by substantially all of the assets of such Subsidiary
                  (except to the extent provided in subsection "(b)" and
                  "(c)" below).

                  (b) For a period of 60 days following the closing of the
                  Amendment-Third, and provided that a Default or an Event of
                  Default is not existing, (i) the Borrower will not be required
                  to pledge the stock of the CCC PCS Subsidiaries and (ii) the
                  CCC PCS Subsidiaries and CCC Consumer SE will not be required
                  to execute a Subsidiary Guaranty or Security Agreement. If at
                  the end of such 60 day period, Borrower and its Subsidiaries
                  have not sold (whether by stock sale, merger or otherwise) all
                  of their respective equity interests in each of the CCC PCS
                  Subsidiaries and CCC Consumer SE, or caused the dissolution of
                  such Subsidiaries following the sale of substantially all of
                  the business and assets of such Subsidiaries, then, on such
                  date (or, if such date is not a Business Day, the next
                  Business Day following such date), Borrower shall cause any
                  such Subsidiaries which have not been sold or dissolved to
                  execute and deliver to Administrative Agent a Subsidiary
                  Guaranty, Security Agreement, authorizing documents, and such
                  other documents in connection therewith as may be required by
                  the Administrative Agent and Required Lenders so that the
                  Obligations are secured by substantially all of the assets of
                  such Subsidiaries and Borrower shall, and shall cause its
                  Subsidiaries to pledge their stock and other equity interests
                  (which has not been previously been pledged) in any such
                  Subsidiaries which have not been sold or dissolved to secure
                  all of the Obligations pursuant to a pledge agreement in form
                  and substance acceptable to the Administrative Agent. Borrower
                  hereby represents and warrants to the Administrative Agent and
                  the Lenders that substantially all of the assets of CCC
                  Consumer SE consist of assets acquired from, or assets used in
                  the operation of the business acquired from, Fleming and Hall
                  Administrators, Inc. pursuant to that certain Asset Purchase
                  Agreement among Fleming and Hall Administrators, Inc. and CCC
                  Consumer SE dated as of October 1, 1999."

                  (c) Within thirty (30) days after the date of the Amendment -
                  Third, Borrower shall provide to Administrative Agent, (1) a
                  valid and enforceable pledge of the capital stock or other
                  equity interests held by Borrower or its Subsidiaries in those
                  Subsidiaries listed in Part A of Schedule B attached hereto,
                  and (2) with respect to the equity interests of those certain
                  direct and indirect Subsidiaries and joint venture interests
                  identified in Part B of Schedule B (i) a valid and enforceable
                  pledge of such equity interests, or (ii) evidence satisfactory
                  to Administrative Agent and its advisors that such pledge
                  would be unenforceable under applicable law or would violate
                  the underlying documents to which such equity interests are

                                      14

<PAGE>
                  subject (it being understood that the Borrower will use
                  commercially reasonable efforts to obtain the consent of the
                  applicable parties to such pledge), in which event Borrower
                  shall deliver, or cause to be delivered (within such thirty
                  (30) day period), a negative pledge (in form and substance
                  acceptable to Administrative Agent) restricting any transfer
                  or pledge of such equity interests to any Persons other than
                  Administrative Agent for the benefit of Lenders.

                  (d) Within thirty (30) days after the date of the Amendment -
                  Third, Borrower shall cause each Foreign Subsidiary to execute
                  and deliver to Administrative Agent a guaranty and security
                  agreement and such other documents in connection therewith as
                  may be required by the Administrative Agent and Required
                  Lenders in form and substance acceptable to the Administrative
                  Agent so that the Obligations are secured by substantially all
                  of the assets of such Subsidiaries.

                  (e) Within twenty (20) days after the date of the Amendment -
                  Third, Borrower shall provide to Administrative Agent all
                  original Instruments (which may be replacement notes) required
                  to be delivered pursuant to the terms of the Security
                  Agreements including, without limitation, all promissory notes
                  held by Borrower that are required to be delivered thereunder
                  including, without limitation, those notes identified on the
                  Schedule to the Amended and Restated Security Agreement of
                  Borrower dated as of the date thereof.

                  (y) Section 4.15 of the Credit Agreement is amended by
inserting the following as Section 4.15.5 of such Section:

                  "4.15.5 BANK ACCOUNTS. With respect to each bank account
                  maintained by Borrower or any Subsidiary, Borrower will and
                  will cause each Subsidiary, as applicable, to (i) within 30
                  days of the date hereof (or, with respect to the PCS
                  Subsidiaries, within 60 days of the date hereof) deliver to
                  Administrative Agent an Assignment of Bank Account Agreement
                  substantially in the form of Exhibit 4.15.5 or a similar
                  agreement satisfactory to Administrative Agent granting to
                  Administrative Agent, for the benefit of the Lenders, a
                  continuing first-priority security interest in such bank
                  account and providing to Administrative Agent control over all
                  funds in such bank account following an Event of Default
                  hereunder (subject only to such bank's standard and customary
                  fees and charges), executed on behalf of Borrower or such
                  Subsidiary, as applicable, and each bank at which any such
                  bank account is maintained, and (ii) deliver to Administrative
                  Agent an Assignment of Bank Account or similar agreement (as

                                      15

<PAGE>

                  provided above) for any new bank account which Borrower or any
                  Subsidiary opens and maintains after the date hereof;
                  provided, however, the neither Borrower nor its Subsidiaries
                  will be required to deliver any such assignment in respect of
                  any bank account maintained by any Foreign Subsidiary (outside
                  the United States) as of the date of the Amendment - Third, to
                  the extent Borrower demonstrates to the satisfaction of the
                  Administrative Agent and its advisors that such an assignment
                  cannot be obtained under applicable law or cannot be obtained
                  after using commercially reasonable efforts; provided,
                  further, however, that the amount of all funds in all such
                  accounts in respect of which an assignment has not been
                  obtained shall not at any time after the date which is 30 days
                  after the Amendment - Third, exceed in the aggregate $100,000
                  or such greater amount as is set forth in writing from time to
                  time delivered to the Borrower by the Administrative Agent
                  (with the approval of the Required Lenders). Borrower further
                  covenants and agrees that it will, and will cause each
                  Domestic Subsidiary to cause, not less frequently than on a
                  weekly basis, all collected funds (in excess of the amount set
                  forth in writing from time to time delivered to the Borrower
                  by the Administrative Agent with the approval of the Required
                  Lenders) in each bank account maintained by Borrower or any
                  Subsidiary (other than bank accounts which at no time will
                  have balances in excess of the amount set forth in writing
                  from time to time delivered to the Borrower by the
                  Administrative Agent with the approval of the Required
                  Lenders) to be transferred to a concentration account
                  identified by and maintained with Administrative Agent;
                  provided, that, so long as no Default or Event of Default is
                  existing, neither Borrower nor its Domestic Subsidiaries shall
                  be required to institute such transfers for a period of 30
                  days (or, with respect to the PCS Subsidiaries, 60 days)."

                  (z) Section 4.16 of the Credit Agreement is amended and
restated in its entirety to read as follows:

                  "4.16  EQUITY INFUSION.

                           A. CAPRICORN INFUSION. Capricorn Holdings III, LLC's
                  ("Capricorn") has purchased trust preferred stock of a new
                  Delaware business trust (the "New Trust") owned by the
                  Guarantor and warrants to purchase 1,200,000 shares of the
                  common stock of Guarantor for an aggregate purchase price of
                  $15,000,000 (the "Capricorn Contribution"). Within One (1)
                  Business Day of the closing of the Amendment - Third, Borrower
                  shall cause 100% of remaining Net Cash Proceeds from the
                  Capricorn Contribution, in the approximate amount of
                  $10,500,000, to be delivered to Administrative Agent to make
                  the mandatory prepayment required by Section 1.1.6.5.c. Such
                  prepayment shall not result in a mandatory reduction of the
                  Line of Credit Commitment pursuant to Section 1.1.6.2.b and,
                  subject to the

                                      16

<PAGE>

                  terms and conditions hereof, may be re-borrowed
                  for general corporate purposes and to make the Investments
                  permitted by Section 5.17.

                           B. ADDITIONAL INFUSIONS. Borrower will provide
                  Administrative Agent with documentation and other evidence,
                  reasonably satisfactory to Administrative Agent, on or before
                  September 30, 2001, that (i) Guarantor has received
                  incremental Net Cash Proceeds (I.E., in addition to Capricorn
                  Contribution) in the amount of at least $25,000,000 (the
                  "Supplemental Capital Contribution") in exchange for (a)
                  common equity, (b) other Equity Securities, the terms of which
                  do not require the payment of cash dividends or require
                  redemption thereof (earlier than 90 days after the date the
                  Obligations are paid in full) and are otherwise acceptable to
                  the Required Lenders in their sole discretion, and/or (c)
                  Funded Debt which is subordinated in right of payment to the
                  Obligations, and contains such other terms, covenants and
                  conditions which are acceptable to Required Lenders in their
                  sole discretion, and (ii) such Net Cash Proceeds have been
                  contributed to the equity capital of the Borrower. Further, on
                  or before June 30, 2001, Borrower or Guarantor will provide
                  Administrative Agent with one or more signed letters of intent
                  providing for such Supplemental Capital Contribution which is
                  or are in form and substance acceptable to the Required
                  Lenders or will file a registration statement for a rights
                  offering indicating an intent to complete such offering by
                  September 30, 2001 on the appropriate form with the SEC, which
                  registration statement shall provide that the proceeds of such
                  rights offering will be used to make the Supplemental Capital
                  Contribution and shall otherwise be in form and substance
                  reasonably acceptable to the Required Lenders, (such rights
                  offering or letters of intent, the "LOI"). The Net Cash
                  Proceeds of the Supplemental Capital Contribution which are
                  used to make the mandatory prepayment in accordance with
                  Section 1.1.6.5.c. may, subject to the terms and conditions
                  hereof, be re-borrowed to the extent permitted by Section
                  1.1.6.2.b. for general corporate purposes and to make the
                  Investments permitted by Section 5.17. Notwithstanding
                  anything in this Agreement to the contrary, the failure of
                  Borrower to provide the LOI or to receive the Supplemental
                  Capital Contribution by June 30, 2001 and September 30, 2001,
                  respectively, will not constitute a Default or Event of
                  Default hereunder (including, without limitation, Section
                  7.1.4), but will result in the reduction of the Line of Credit
                  Commitment as and to the extent provided for in Section
                  1.1.6.2.b hereof; provided, that the Borrower's failure to
                  comply with Section 1.1.6.5.b as a result of any such
                  reduction will constitute an Event of Default hereunder."

                  (aa) Article 4 of the Credit Agreement is hereby amended by
inserting the following as Section 4.18 of such Article:

                  "4.18 CONSULTANT. Administrative Agent has retained, and
                  Administrative Agent (or its advisors) may from time to time
                  retain at Borrower's sole expense third party consultants
                  selected by Administrative Agent (collectively, the
                  "Consultant") to review matters pertaining to the business and
                  properties of Borrower and

                                      17

<PAGE>

                  its Subsidiaries. The initial Consultant is Nightingale
                  and Associates, LLC. Borrower will permit, and will cause
                  its Subsidiaries to permit the Consultant to examine
                  their respective corporate, financial and operating
                  records, and, at Borrower's expense, make copies thereof,
                  inspect the assets, properties, operations and affairs of
                  the Borrower and its Subsidiaries, visit any or all of
                  the offices of Borrower and its Subsidiaries to discuss
                  such matters with its officers and its independent
                  auditors (and Borrower hereby authorizes such independent
                  auditors to discuss such matters with such Consultant),
                  and Borrower will, and will cause its Subsidiaries to
                  cooperate with the Consultant in all respects. The fees
                  and expenses of such Consultant shall be (i) the
                  responsibility of the Borrower, (ii) shall be payable on
                  demand by the Administrative Agent, and (iii) if
                  requested by Administrative Agent, shall be paid in whole
                  or in part in advance by Borrower."

                  (bb) Section 5.2.f of the Credit Agreement is amended and
restated in its entirety to read as follows:

                  "f. Indebtedness owing to Borrower or a Subsidiary of Borrower
                  if, and only to the extent arising from loans or advances made
                  by a Borrower or a Subsidiary permitted under Section 5.4 or
                  Section 5.7 hereof."

                  (cc) Section 5.2.i of the Credit Agreement is amended and
restated in its entirety to read as follows:

                  "i.  [Reserved]."

                  (dd) Section 5.4 of the Credit Agreement is amended by
deleting clause (b) of such Section and replacing such clause (b) with the
following:

                  "b. loans or advances to ARA Services Corporation in an amount
                  not to exceed $100,000 in the aggregate, and "

                  (ee) Section 5.5.i of the Credit Agreement is amended and
restated in its entirety to read as follows:

                  "i.  [Reserved]."

                  (ff) Section 5.6 of the Credit Agreement is amended by
deleting clause (c) from such section and replacing such clause (c) with the
following:

                  "c.  [Intentionally Deleted], and"

                  (gg) Section 5.7 of the Credit Agreement is amended and
restated in its entirety to read as follows:

                                      18

<PAGE>

                  "5.7 ACQUISITIONS AND INVESTMENTS. Borrower will not, and will
                  not permit any of its Subsidiaries to, lend money or credit or
                  make advances to any Person, or purchase or acquire any stock,
                  obligations or securities of, or any other interest in, or
                  make any capital contribution to, any Person, including any
                  Acquisition (each of the foregoing an "Investment" and
                  collectively, "Investments"), other than the following
                  (collectively, the "Permitted Investments"):

                  a. government and agency securities backed by the full faith
and credit of the U.S. federal government, and

                  b. commercial paper issued by any Lender or any other
commercial paper rated A-1+ or A-1 by Standard & Poor's Ratings Group or P-1 by
Moody's Investor Services, Inc., and

                           c. certificates of deposit, time deposits, other
                  deposits and bankers' acceptances issued by any Lender or
                  established with any other federally insured commercial bank
                  rated as "well capitalized" by their primary federal
                  regulators, and having unimpaired capital and unimpaired
                  surplus (collectively) of at least $250,000,000, and whose
                  commercial paper (or commercial paper that is supported by
                  such bank's letter of credit or commitment to lend) is rated
                  as A-1+ or A-1 by Standard & Poor's Ratings Group or P-1 by
                  Moody's Investor Services, Inc., and

                           d.       [Reserved], and

                           e.       Investments listed on Schedule 5.7(e) in any
                                    Person other than CCC PCS, and

                           f.       Investments listed on Schedule 5.7(f) in
                                    CCC PCS, and

                           g. Investments in CCC International, CCC Rayfield,
                  CCC Enterstand JV and CCC ChoiceParts to the extent permitted
                  by Section 5.17, it being understood that the Investments in
                  CCC Rayfield and CCC Enterstand JV may be made through CCC
                  International, Investments in CCC Enterstand JV may be made
                  through CCC Rayfield and Investments in CCC ChoiceParts JV may
                  be made through CCC Partsco, and

                           h.       Investments permitted by Section 5.4, and

                           i.       Investments consisting of trade credit
                  extended in the ordinary course of business to unrelated third
                  parties, and

                           j. Investments consisting of loans or advances to CCC
                  Consumer and CCC Consumer SE in the ordinary course of
                  business consistent with past practices, provided that all
                  such loans or advances are appropriately reflected on
                  Borrower's financial records."

                                      19

<PAGE>

                  (hh) Section 5.8 of the Credit Agreement is amended by
deleting the second sentence of such Section and replacing such sentence with
the following:

                  "NEW VENTURES; MERGERS. Borrower will not, and will not permit
                  any of its Subsidiaries to (a) enter into any new business
                  activities not in a similar line to its current business, or
                  (b) purchase or otherwise acquire any partnership or joint
                  venture interest in any Person (other than those partnership
                  or joint venture interests owned as of the date hereof and
                  described on Schedule 5.8 hereto), or (b) merge or consolidate
                  with or into any other corporation, partnership, limited
                  liability company or other organization, or (c) create or
                  acquire (or cause or permit the creation or acquisition of)
                  any Subsidiary."

                  (ii) Section 5.9 of the Credit Agreement is amended by
deleting clauses (c) and (h) of such Section and replacing such clauses with the
following:

                  "(c) transactions among Borrower and its Subsidiaries to the
                  extent permitted by Section 5.6 and Section 5.7 hereof,"

                  "(h) guaranties, if any, to the extent permitted by Section
                  5.3 hereof;"

                  (jj) Section 5.10 of the Credit Agreement is hereby amended
and restated in its entirety to read as follows:

                  "5.10. DIVIDENDS OR DISTRIBUTIONS. Borrower will not, and will
                  not permit Guarantor or any of their respective 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
                  their respective equity interests (including warrants
                  therefore) or as a dividend, return of capital or other
                  payment or distribution of any kind to any holder of any such
                  equity interest other than (i) dividends to Borrower or to a
                  Restricted Subsidiary of Borrower from any other Subsidiary of
                  the Borrower, (ii) dividends by Guarantor of Guarantor's
                  common stock, and (iii) dividends by Guarantor of other Equity
                  Securities of Guarantor with the written consent of the
                  Required Lenders, the terms of which do not require the
                  payment of cash dividends or require redemption thereof
                  (earlier than 90 days after the date the Obligations are paid
                  in full) and are otherwise acceptable to the Required Lenders
                  in their sole discretion. Nothing in this Section 5.10 shall
                  prohibit payments on or with respect to the Capricorn Notes to
                  extent such payments are permitted under Section 5.19 or
                  payments by CCC Capital Trust on or with respect to the Trust
                  Preferred Securities issued by CCC Capital Trust made with the
                  proceeds of such payments (permitted by Section 5.19)."

                                      20

<PAGE>

                  (kk) Section 5.11 of the Credit Agreement is amended and
restated in its entirety as follows:

                  "5.11. INACTIVE AFFILIATE; DRIVELOGIC, INC. Borrower will not
                  permit Credit Card Services Corporation to possess assets or
                  property, receive proceeds of any Advance or conduct business
                  or operations. Borrower shall deliver to Administrative Agent
                  within five (5) Business Days of the date of Amendment -
                  Third, evidence satisfactory to Administrative Agent that
                  DriveLogic, Inc. has been dissolved in accordance with the law
                  of the jurisdiction of its organization."

                  (ll) Section 5.12 of the Credit Agreement is amended by
deleting clauses (b) and (c) of such Section in their entirety and replacing
such clauses with the following:

                  "(b) pursuant to a written management or services agreement
                  with Borrower or another wholly-owned Subsidiary of Borrower
                  that is in form and substance reasonably acceptable to the
                  Administrative Agent, and"

                  "(c) pursuant to a written management, services,
                  expense-sharing, and/or tax-sharing agreement with CCC
                  Information Services Group Inc. ("Manager") that is in form
                  and substance reasonably acceptable to Administrative Agent
                  ("Management Agreement"), and if, and only to the extent that,
                  (i) such management and service fees do not in the aggregate
                  exceed $50,000 in any fiscal year and (ii) no Default or Event
                  of Default is existing or would result from the payment of
                  such management and service fees."

                  (mm) Section 5.13 of the Credit Agreement is amended and
restated in its entirety as follows:

                  "5.13. THE DRIVE LOGIC DIVISION. Borrower will not permit at
                  any date the sum of (x) the aggregate amount of Capital
                  Expenditures made or incurred in respect of the Drive Logic
                  division of Borrower, plus (y) any negative EBITDA for the
                  Drive Logic division (negative Drive Logic EBITDA will be
                  added to, rather than netted against, the amount of such
                  Capital Expenditures) to exceed (i) $25,000,000 during the
                  period commencing on and after January 1, 2001 to and
                  including December 31, 2001, or (ii) during the period
                  commencing on January 1, 2002 through the Line of Credit
                  Maturity Date to exceed an amount to be agreed upon by the
                  Borrower and the Required Lenders within 30 days of the
                  delivery of the Projections for the fiscal year ending
                  December 31, 2002 (it being agreed that the Borrower and the
                  Required Lenders will use commercially reasonable efforts to
                  reach such agreement); provided, that, no Capital Expenditures
                  in respect of the Drive

                                      21

<PAGE>

                  Logic division which would otherwise be permitted under
                  this Section 5.13 shall be permitted to be made if,
                  immediately before or after giving effect thereto, (A)
                  Borrower is not in compliance with any of the financial
                  ratios or covenants set forth in Section 4.1 according to
                  the most recent monthly financial statements delivered to
                  the Administrative Agent and the Lenders pursuant to
                  Section 4.2.1, after giving effect to the Capital
                  Expenditures Borrower proposes to make, or (B) any
                  Default or Event of Default exists. In the event that the
                  Borrower and the Required Lenders cannot agree upon such
                  revised amount for the period commencing January 1, 2002
                  through the Line of Credit Maturity Date within such 30
                  day period, the Required Lenders will set the amount for
                  such period provided that in setting such revised amount,
                  the Required Lenders shall use the same methodology as
                  was used in setting such amount in Amendment -Third,
                  except that such amount shall be based on the Borrower's
                  reasonable Projections for the year ended December 31,
                  2002."

                  (nn) Section 5.14 of the Credit Agreement is amended and
restated in its entirety as follows:

                  "5.14. CAPITAL EXPENDITURES. Not permit the aggregate amount
                  of all Capital Expenditures made by the Borrower and its
                  Subsidiaries (other than in respect of the Drive Logic
                  division) (x) during the period commencing January 1, 2001 and
                  ending December 31, 2001 to exceed $4,400,000 and (y) during
                  the period commencing on January 1, 2002 through the Line of
                  Credit Maturity Date to exceed an amount to be agreed upon by
                  the Borrower and the Required Lenders within 30 days of the
                  delivery of the Projections for the fiscal year ending
                  December 31, 2002 (it being agreed that the Borrower and the
                  Required Lenders will use commercially reasonable efforts to
                  reach such agreement); provided that if no such agreement is
                  reached, the Required Lenders may set the maximum amount of
                  Capital Expenditures using the same methodology as was used to
                  set the maximum amount of Capital Expenditures for the year
                  ended December 31, 2001, except that such amount will be based
                  upon Borrower's reasonable Projections for the fiscal year
                  ending December 31, 2002."

                  (oo) Section 5.15 of the Credit Agreement is amended and
restated in its entirety as follows:

                  "5.15. MODIFICATIONS TO ORGANIC DOCUMENTS. Borrower will not,
                  and will not permit any of its Subsidiaries to, amend or
                  otherwise modify any of its Organic Documents in any way which
                  might reasonably be expected to have a Material Adverse
                  Effect, and, in any event, without providing the
                  Administrative Agent and the

                                      22

<PAGE>

                  Lenders with at least 30 days' prior written notice of
                  any amendment or modification. Borrower will not, and
                  will not permit any of its Subsidiaries to, without at
                  least 30 days' prior written notice to Administrative
                  Agent, change its official name, its operating names, or
                  the names under which it executes contracts or conducts
                  business."

                  (pp) Article 5 of the Credit Agreement is amended by inserting
the following as Section 5.17 of the Credit Agreement:

                  "5.17. CERTAIN SUBSIDIARY INVESTMENTS AND EXPENDITURES.
                  Borrower will not, and will not permit any of its Subsidiaries
                  to, make Investments in CCC International, CCC Rayfield, CCC
                  Enterstand JV and/or CCC ChoiceParts JV (a) during the period
                  from April 1, 2001 through December 31, 2001, in excess of
                  $10,500,000, or (b) during the period from January 1, 2002
                  through the Line of Credit Maturity Date, in excess of a
                  budgeted amount to be agreed upon by the Borrower and the
                  Required Lenders within 30 days of the delivery of the
                  Projections for the fiscal year ending December 31, 2002 (it
                  being agreed that the Borrower and the Required Lenders will
                  use commercially reasonable efforts to reach such agreement);
                  PROVIDED, that no Investment otherwise permitted by this
                  Section 5.17 shall be permitted to be made unless, immediately
                  before and after giving effect thereto, (i) Borrower is in
                  compliance with each of the financial ratios and covenants set
                  forth in Section 4.1 according to the most recent monthly
                  financial statements delivered to the Administrative Agent and
                  the Lenders pursuant to Section 4.2.1 (after giving effect to
                  the Investments Borrower proposes to make), (ii) no Default or
                  Event of Default exists, and (iii) all of the equity interests
                  of Borrower and its Subsidiaries in (1) CCC International and
                  CCC Rayfield are pledged to the Administrative Agent for its
                  benefit and the benefit of the Lenders pursuant to a Pledge
                  (in form and substance acceptable to Administrative Agent),
                  and (2) CCC Enterstand JV and CCC ChoiceParts JV are either
                  (A) pledged to the Administrative Agent for its benefit and
                  the benefit of the Lenders pursuant to a Pledge (in form and
                  substance acceptable to Administrative Agent), or (B) to the
                  extent Borrower demonstrates to the satisfaction of
                  Administrative Agent and its advisors that such pledge would
                  be unenforceable under applicable law or would violate the
                  underlying documents to which such equity interests are
                  subject (it being understood that Borrower will use
                  commercially reasonable efforts to obtain consent to such
                  pledge from the applicable parties), in which event such
                  pledgor shall deliver a negative pledge (in form and substance
                  acceptable to Administrative Agent) restricting any transfer
                  or pledge of such equity interest); provided, however,
                  compliance with clause (iii)

                                      23

<PAGE>

                  will not be required during the first 30 days following
                  the date of the Amendment - Third for such Investments in
                  an amount not to exceed $750,000 in the aggregate.
                  Notwithstanding the foregoing, in the event that the
                  Borrower and the Required Lenders cannot agree to the
                  budgeted amount for additional Investments to be made
                  during the period commencing January 1, 2002 through the
                  Line of Credit Maturity Date within such 30 day period,
                  the Required Lenders will determine the amount of such
                  permissible Investments in their sole discretion. The
                  Borrower acknowledges that, for purposes of this Section
                  5.17, "Investments" include expenses incurred by the
                  Borrower or any of its Subsidiaries on behalf of, and any
                  other extensions of credit to, CCC International, CCC
                  Rayfield, CCC Enterstand JV and CCC ChoiceParts JV,
                  directly or indirectly."

                  (qq) Article 5 of the Credit Agreement is hereby amended by
inserting the following as Section 5.18 of the Credit Agreement:

                  "5.18 MAXIMUM OPERATING LOSS - CCC CONSUMER. Borrower will not
                  permit the cash operating losses and cash expenses on and
                  after April 1, 2001 related to the discontinuation and
                  shutdown of CCC Consumer, CCC Consumer SE and the CCC PCS
                  Subsidiaries (on a consolidated basis) determined in
                  accordance with GAAP to exceed $4,000,000 in the aggregate. It
                  being understood that for purposes of this calculation (i)
                  "CCC Consumer" shall include that portion of Borrower which is
                  construed as being CCC Consumer for purposes of SEC reporting,
                  and (ii) proceeds from any asset sales are excluded from the
                  calculation. Favorable variances in expenditures are not
                  permitted to be used elsewhere for the Borrower."

                  (rr) Article 5 of the Credit Agreement is amended by inserting
the following as Section 5.19 of the Credit Agreement:

                  "5.19. PAYMENTS IN RESPECT OF CAPRICORN INDEBTEDNESS. Borrower
                  will not, and will not permit Guarantor or CCC Capital Trust,
                  or any Subsidiary or Affiliate of Borrower or Guarantor to
                  make any payment, directly or indirectly, whether for
                  repayment of indebtedness, return on investment or otherwise,
                  to Capricorn or its Affiliates or any holder of the Capricorn
                  Notes other than (i) regularly scheduled cash interest
                  payments not to exceed $340,000 in the aggregate per quarter
                  if, and only to the extent that (x) no Default or Event of
                  Default exists, or would result therefrom, and (y) the Net
                  Cash Proceeds from the Supplemental Capital Contribution have
                  been contributed to the equity capital of the Borrower in
                  accordance with Section 4.16(b), or (ii) scheduled interest
                  paid in kind (and not in cash, except in respect of fractional

                                      24

<PAGE>
                  shares of the Capricorn Notes which are required to be paid in
                  cash pursuant to the Capricorn Indenture not to exceed $25,000
                  per quarter in the aggregate without the prior written consent
                  of the Required Lenders)."

                  (ss) Section 7.1.3 of the Credit Agreement is amended and
restated in its entirety as follows:

                  "7.1.3. CERTAIN COVENANTS. If Borrower defaults in or fails to
                  observe any of the covenants set forth in Section 4.1 hereof
                  or Article V hereof."

                  (tt) Section 7.1.4 of the Credit Agreement is amended and
restated in its entirety as follows:

                  "7.1.4. OTHER COVENANTS IN LOAN DOCUMENTS. If Borrower or any
                  other Obligor, defaults in the full and timely performance
                  when due of any other covenant or agreement (other than those
                  referenced in Section 7.1.3) contained in any Loan Document
                  (or in any other document or agreement now or hereafter
                  executed or delivered in connection herewith), and such
                  default remains uncured for a period of ten (10) Business
                  Days."

                  (uu) Section 7.1 of the Credit Agreement is amended by
inserting the following as Section 7.1.14 of such Section:

                  "7.1.14 INVALIDITY OF COLLATERAL SECURITY DOCUMENTS, ETC. Any
                  Collateral Security Document shall cease to be in full force
                  and effect otherwise than pursuant to its terms; or the
                  Borrower, any Subsidiary or Obligor (or any Person by, through
                  or on behalf of the Borrower, any Subsidiary or Obligor) shall
                  contest in any manner the validity, binding nature or
                  enforceability of any Collateral Security Document or
                  Borrower, any Subsidiary or Guarantor shall make payment on
                  any Subordinated Indebtedness which is prohibited under the
                  relevant subordination terms."

                  (vv) Section 7.1 of the Credit Agreement is amended by
inserting the following as Section 7.1.15 of such Section:

                  "7.1.15 NON-COMPLIANCE WITH POST-CLOSING AGREEMENT. If
                  Borrower, any of its Subsidiaries or any other Obligor fails
                  to deliver any documents required by that certain Post-Closing
                  Agreement, dated as of the date of Amendment - Third, 2001,
                  between Administrative Agent and Borrower, within the time
                  period set forth therein."

                  (ww) Section 7.2.2 of the Credit Agreement is amended and
restated in its entirety as follows:

                                      25

<PAGE>

                  "7.2.2. OTHER. In addition to any rights granted hereunder or
                  in any other Loan Document, each Lender and Administrative
                  Agent will have all other rights and remedies granted by any
                  applicable law (including the rights of a secured party under
                  the UCC), and all rights and remedies will be cumulative in
                  nature."

                  (xx) Section 9.1 of the Credit Agreement is amended by
inserting the following as Section 9.1.1(2) between Section 9.1.1 and Section
9.1.2:

                  "9.1.1(2). Accounts Receivable has the meaning given to the
                  term `Account' in the UCC."

                  (yy) Section 9.1 of the Credit Agreement is amended by
inserting the following as Section 9.1.12(2) between Section 9.1.12 and Section
9.1.13:

                  "Section 9.1.12(2). `Amendment - Second' means that certain
                  Second Waiver and Amendment to Amended and Restated Credit
                  Facility Agreement dated February 15, 2001, among
                  Administrative Agent, the Borrower and Lenders named therein,
                  as may be amended, restated or otherwise modified from time to
                  time."

                  (zz) Section 9.1 of the Credit Agreement is amended by
inserting the following as Section 9.1.12(3) between Section 9.1.12 and Section
9.1.13:

                  "Section 9.1.12(3). `Amendment - Third' means that certain
                  Waiver and Third Amendment to Amended and Restated Credit
                  Facility Agreement dated as of April 17, 2001, among
                  Administrative Agent, the Borrower and Lenders named therein,
                  as may be amended, restated or otherwise modified from time to
                  time."

                  (aaa) Section 9.1 of the Credit Agreement is hereby amended by
inserting the following as Section 9.1.12(4) between Section 9.1.12 and Section
9.1.13:

                  "Section 9.1.12(4). `Asset Sale' means the sale, lease,
                  assignment or other transfer for value (including, an
                  insurance recovery for a casualty loss) (each a "Disposition")
                  by the Borrower or any Subsidiary to any Person (other than
                  the Borrower or any Subsidiary) of any asset or right of the
                  Borrower or such Subsidiary, other than (i) the sale or lease
                  of Customer Equipment to any unrelated third party in the
                  ordinary course of business, and (ii) any other sale or lease
                  of assets in the ordinary course of business having a value
                  (which, for these purposes means the greater of book value or
                  fair market value) not in excess of $250,000 in the aggregate
                  in any fiscal year. "

                                      26

<PAGE>

                  (bbb) Section 9.1 of the Credit Agreement is hereby amended by
inserting the following as Sections 9.1.17(2) through 9.1.17(15) between Section
9.1.17 and 9.1.18:

                  "9.1.17(2). `CCC' means CCC Information Services Inc., a
                  Delaware corporation."

                  "9.1.17(3). `CCC Canada' means Certified Collateral
                  Corporation of Canada Ltd., a corporation organized under the
                  laws of Ontario, Canada."

                  "9.1.17(4). `CCC Consumer' means CCC Consumer Services Inc., a
                  Delaware corporation."

                  "9.1.17(5). `CCC International' means CCC International
                  Holding, Ltd.. a private liability company organized under the
                  laws of the United Kingdom."

                  "9.1.17(6). `CCC Norris' means D.W. Norris, a private
                  liability company organized under the laws of the United
                  Kingdom."

                  "9.1.17(7). `CCC Rayfield' means Rayfield Limited, a private
                  liability company organized under the laws of the United
                  Kingdom."

                  "9.1.17(8). `CCC Partsco' means CCC Partsco Holding, Inc., a
                  Delaware corporation."

                  "9.1.17(9). `CCC ChoiceParts JV' means Choice Parts LLC, a
                  Delaware limited liability company."

                  "9.1.17(10). `CCC PCS' means, Professional Claims Services
                  Inc., a California corporation."

                  "9.1.17(11). `CCC PCS Arizona' means Professional Claim
                  Services, Inc. of Arizona, an Arizona corporation."

                  "9.1.17(12). `CCC PCS Washington' means Professional Claim
                  Services, Inc., a Washington corporation."

                  "9.1.17(13). `CCC PCS Nevada' means Professional Claim
                  Services, Inc., a Nevada corporation."

                  "9.1.17(14). `CCC PCA Texas' means Professional Claims
                  Administration, Inc., a Texas corporation.

                  "9.1.17(15). `CCC Consumer SE' means Consumer Services
                  Southeast Inc., a Delaware corporation."

                                      27

<PAGE>

                  "9.1.17(16). `CCC Enterstand JV' means private limited company
                  incorporated under the laws of England and Wales."

                  "9.1.17(17). `CCC PCS Subsidiaries' means, collectively, CCC
                  PCS, CCC PCS Arizona, CCC PCS Washington, CCC PCS Nevada and
                  CCC PCA Texas."

                  (ccc) Section 9.1 of the Credit Agreement is hereby amended by
inserting the following as Section 9.1.17(18) between Section 9.1.17 and Section
9.1.18:

                  "9.1.17(18). `Capricorn" has the meaning set forth in Section
                  4.16."

                  (ddd) Section 9.1 of the Credit Agreement is hereby amended by
inserting the following as Section 9.1.17(19) between Section 9.1.17 and Section
9.1.18:

                  "9.1.17(19). `Capricorn Contribution' has the meaning set
                  forth in Section 4.16."

                  (eee) Section 9.1 of the Credit Agreement is hereby amended by
inserting the following as Section 9.1.17(20)between Section 9.1.17 and Section
9.1.18:

                  "9.1.17(20). `Capricorn Indenture" means that certain
                  Indenture dated as of February 23, 2001, between Guarantor and
                  Wilmington Trust Company, as Trustee."

                  (fff) Section 9.1 of the Credit Agreement is hereby amended by
inserting the following as Section 9.1.17(21 between Section 9.1.17 and Section
9.1.18:

                  "9.1.17(21). `Capricorn Notes' has the meaning given to the
                  term `Notes' in the Capricorn Indenture"

                  (ggg) Section 9.1 of the Credit Agreement is hereby amended by
inserting the following as Section 9.1.17(22) between Section 9.1.17 and Section
9.1.18:

                  "9.1.17(22). `Cash Flow Coverage Ratio' means, at any time
                  such ratio is being calculated, a ratio calculated as set
                  forth under the heading `Cash Flow Coverage Ratio' in Exhibit
                  4.2."

                  (hhh) Section 9.1.24 of the Credit Agreement is hereby amended
and restated in its entirety as follows:

                  "9.1.24. `Collateral Security Documents' means, individually
                  and collectively, the Pledge Agreement, each Pledge, each
                  Security Agreement, each Mortgage and the financing statements
                  related to any of the foregoing, all as may be amended,
                  restated or otherwise modified from time to time and (b) any
                  additional documents granting security or Collateral to
                  Lenders or Administrative Agent

                                      28

<PAGE>

                  (for the benefit of Lenders to secure any of the
                  Obligations), all as amended, restated or otherwise
                  modified from time to time."

                  (iii) Section 9.1 of the Credit Agreement is hereby amended by
inserting the following as Section 9.1.28(2) between Sections 9.1.28 and 9.1.29:

                  "9.1.28(2). `Designated Proceeds' has the meaning set forth in
                  Section 1.1.6.5.b."

                  (jjj) Section 9.1 of the Credit Agreement is hereby amended by
inserting the following as Section 9.1.29(2) between Section 9.1.29 and Section
9.1.30

                  "9.1.29(2). `Domestic Subsidiary' means any Subsidiary
                  incorporated or organized within the United States of America
                  or any state thereof."

                  (kkk) Section 9.1.30 of the Credit Agreement is amended and
restated in its entirety as follows:

                  "9.1.30. `EBITDA' means, at the time of any determination, the
                  sum of the following items during the four consecutive fiscal
                  quarter period most recently ended unless otherwise indicated:

                           a.       Net income from continuing operations during
                  such period -- i.e., excluding extraordinary items and the
                  cumulative effect of accounting changes -- determined in
                  accordance with GAAP, and

                           b.       plus Interest Expense during such period,
                  but subtract interest income accrued during such period, and

                           c.       plus all charges in accordance with GAAP for
                  federal and state income taxes during such period, and

                           d.       plus depreciation permitted under GAAP
                  during such period, and

                           e.       plus amortization expense permitted under
                  GAAP during such period.

                  When used herein, the term `EBITDA' means the EBITDA of
                  Borrower and its Subsidiaries on a consolidated basis, unless
                  otherwise provided for herein. For purposes of this
                  calculation, Interest Expense shall include interest accrued
                  under Capital Leases, determined in accordance with GAAP.
                  Notwithstanding any of the foregoing, the calculation of
                  EBITDA shall not include the operations of InsurQuote Systems,
                  Inc. unless and until it becomes a Subsidiary."

                                      29

<PAGE>

                  (lll) Section 9.1 of the Credit Agreement is amended by
inserting the following as Section 9.1.33(2), between Section 9.1.33 and Section
9.1.34 of the Credit Agreement:

                  "9.1.33(2) "Equity Security" means any stock or other equity
                  security or similar security (other than a debt security)
                  convertible, with or without consideration, into such a
                  security, or carrying any warrant or right to subscribe to or
                  purchase such a security; or any such warrant or right."

                  (mmm) Section 9.1 of the Credit Agreement is amended by
inserting the following as Section 9.1.38 between Section 9.1.38 and Section
9.1.39 of the Credit Agreement:

                  "9.1.33(2) `Foreign Subsidiary' means any Subsidiary, other
                  than a Domestic Subsidiary."

                  (nnn) Section 9.1.57 of the Credit Agreement is hereby amended
and restated in its entirety to read as follows:

                  "9.1.57. `L/C Commitment' means the commitment of the Issuing
                  Bank to Issue, and the Lenders severally to participate in,
                  Letters of Credit from time to time Issued or outstanding
                  under Section 1.2, in an aggregate amount not to exceed on any
                  date the amount of $5,000,000, as the same may be limited by
                  Section 1.2.1."

                  (ooo) Section 9.1 of the Credit Agreement is hereby amended by
inserting the following Section 9.1.60(2) between Section 9.1.60 and Section
9.1.61:

                  "9.1.60(2). `Letter of Credit Fee' has the meaning set forth
                  in Section 1.2.7."

                  (ppp) Section 9.1.66 of the Credit Agreement is hereby amended
and restated in its entirety to read as follows:

                  "9.1.66. `Line of Credit Commitment' means, at any time of
                  determination, the aggregate amount of all Commitments of all
                  Lenders at such time up to a maximum amount of $55,000,000, as
                  reduced from time to time pursuant to Section 1.1.6.2."

                  (qqq) Section 9.1.71 of the Credit Agreement is amended and
restated in its entirety to read as follows:

                  "9.1.71. `Loan Documents' means, collectively, this Agreement,
                  the Notes, the Parent Guaranty, any Subsidiary Guaranty, the
                  Collateral Security Documents, the Subordination Agreement,
                  all L/C-Related Documents and any other documents, agreements
                  and certificates entered into or delivered in connection
                  herewith

                                      30

<PAGE>

                  or therewith or pursuant hereto or thereto, all as may be
                  amended, restated, modified and supplemented from time to
                  time."

                  (rrr) Section 9.1 of the Credit Agreement is hereby amended by
inserting the following as Section 9.1.72(2) between Section 9.1.72 and Section
9.1.72(3):

                  "9.1.72(2).  `LOI' has the meaning set forth in Section
4.16.b."

                  (sss) Section 9.1 of the Credit Agreement is hereby amended by
inserting the following as Section 9.1.72(3) between Section 9.1.72 (2) and
Section 9.1.73:

                  "9.1.72(3). `Mandatory Prepayment Event' has the meaning set
                  forth in Section 1.1.6.5.c."

                  (ttt) Section 9.1 of the Credit Agreement is hereby amended by
inserting the following as Section 9.1.76(2) between Section 9.1.76 and Section
9.1.77:

                  "9.1.76(2). `Minimum Rolling 3-Month Cash Flow' means, as of
                  any time such calculation is made, the calculation set forth
                  under the heading `Minimum Rolling 3-Month Cash Flow' in
                  Exhibit 4.2."

                  (uuu) Section 9.1 of the Credit Agreement is hereby amended by
inserting the following as Section 9.1.76(3) between Section 9.1.76(2) and
Section 9.1.77:

                  "9.1.76(3). `Mortgage' means a mortgage, deed of trust,
                  leasehold mortgage or similar instrument granting the Lenders
                  or Administrative Agent (for the benefit of the Lenders) a
                  Lien on real property of the Borrower or any Subsidiary, all
                  as may be amended, restated or otherwise modified from time to
                  time."

                  (vvv) Section 9.1 of the Credit Agreement is hereby amended by
inserting the following as Section 9.1.76(4) between Section 9.1.76 and Section
9.1.77:

                  "9.1.76(4).  `Net Cash Proceeds' means:

                           a. with respect to any Asset Sale the aggregate cash
                  proceeds (including cash proceeds received by way of deferred
                  payment of principal pursuant to a note, installment
                  receivable or otherwise, but only as and when received)
                  received by the Borrower or any Subsidiary pursuant to such
                  Asset Sale net of (i) the direct reasonable out-of-pocket
                  costs relating to such sale, transfer or other disposition
                  (including sales commissions and legal, accounting and
                  investment banking fees), (ii) taxes paid or reasonably
                  estimated by the Borrower to be payable as a result thereof
                  (after taking into account any available tax credits or
                  deductions and any tax sharing arrangements) and (iii) amounts
                  required to be applied to the repayment of any Funded Debt
                  secured by a Lien on the asset subject to such Asset Sale
                  (other than the Obligations);

                                      31

<PAGE>

                           (1) with respect to any issuance of equity
                  securities, the aggregate cash proceeds received by the
                  Guarantor, Borrower or any of their respective Subsidiaries
                  pursuant to such issuance, net of the direct reasonable
                  out-of-pocket costs relating to such issuance (including sales
                  and underwriter's commission); and

                           b. with respect to any issuance of Funded Debt, the
                  aggregate cash proceeds received by the Guarantor, Borrower or
                  any of their respective Subsidiaries pursuant to such
                  issuance, net of the direct reasonable out-of-pocket costs of
                  such issuance (including up-front fees and placement fees)."

                  (www) Section 9.1 of the Credit Agreement is hereby modified
by inserting the following Section 9.1.84(2) between Section 9.1.84 and Section
9.1.85:

                  "9.1.84(2). `Periodic Compliance Certificate' means a
                  certificate in the form of Exhibit 4.2 hereto."

                  (xxx) Section 9.1.86 of the Credit Agreement is hereby amended
and restated in its entirety to read ad follows:

                  "9.1.86. `Permitted Dividends' means any dividends which were
                  `Permitted Dividends' under Section 5.10 of this Credit
                  Agreement prior to the amendment of such Section 5.10 on
                  October 20, 2000, pursuant to that certain Waiver and
                  Amendment to Amended and Restated Credit Facility Agreement,
                  among the Administrative Agent, the Borrower and other parties
                  thereto."

                  (yyy) Section 9.1 of the Credit Agreement is amended by
inserting the following Section 9.1.93(2) between Section 9.1.93 and Section
9.1.94:

                  "9.1.93(2). `Pledge' means a pledge agreement executed by any
                  Person pledging capital stock, membership interests or other
                  equity or ownership interests in any other Person to the
                  Lenders or Administrative Agent (for the benefit of the
                  Lenders), all as may be amended, restated or otherwise
                  modified from time to time."

                  (zzz) Section 9.1.104 of the Credit Agreement is hereby
amended and restated in its entirety to read as follows:

                  "9.1.104. `Restricted Subsidiary' means a direct or indirect
                  Subsidiary of Borrower that executes and delivers a Subsidiary
                  Guaranty and Security Agreement granting to Administrative
                  Agent, for the benefit of the Lenders, a security interest on
                  substantially all of its assets."

                  (aaaa) Section 9.1 of the Credit Agreement is amended by
inserting the following Section 9.1.106(2) between Section 9.1.106 and Section
9.1.107:

                                      32

<PAGE>

                  "9.1.106(2). `Security Agreement' means a security agreement,
                  trademark and license security agreement, patent and license
                  security agreement, copyright and license security agreement
                  or other instrument granting the Lenders or Administrative
                  Agent (for the benefit of the Lenders) a Lien on any personal
                  property of the Borrower or any Subsidiary, all as may be
                  amended, restated or otherwise modified from time to time."

                  (bbbb) Section 9.1.108 of the Credit Agreement is amended and
restated in its entirety as follows:

                  "9.1.108. `Subordinated Indebtedness' means indebtedness under
                  those certain subordinated notes owing from the Borrower to
                  the Guarantor, the payment of which is subject to that certain
                  Subordination Agreement dated as of the date hereof in favor
                  of the Administrative Agent for the benefit of the Lenders and
                  the Issuing Bank and all other indebtedness and monetary
                  obligations of the Guarantor, Borrower or any of their
                  respective Subsidiaries subordinated to the repayment of the
                  Obligations on terms and conditions satisfactory to the
                  Required Lenders."

                  (cccc) Section 9.1 of the Credit Agreement is amended by
inserting the following Section 9.1.110(2) between Section 9.1.110 and Section
9.1.111:

                  "9.1.110(2). `Supplemental Capital Contribution' has the
                  meaning set forth in Section 4.16(b)."

                  (dddd) Section 9.1.113 of the Credit Agreement is amended and
restated in its entirety as follows:

                  "9.1.113. `Total Charge Coverage Ratio' means, at any time
                  such ratio is being calculated, a ratio calculated as set
                  forth under the heading `Total Charge Coverage Ratio' in
                  Exhibit 4.2."

                  (eeee) Section 9.1.114 of the Credit Agreement is hereby
amended and restated in its entirety to read as follows:

                  "9.1.114. `UCC' means the Uniform Commercial Code as in effect
                  in the State of Illinois on the date of this Agreement, as may
                  be amended or otherwise modified, including by the UCC
                  Revisions; provided that, as used in Section 7.2.2 hereof,
                  "UCC" shall mean the Uniform Commercial Code as in effect from
                  time to time in any applicable jurisdiction."

                  (ffff) Section 9.1 of the Credit Agreement is amended by
inserting the following as Section 9.1.115:

                                      33

<PAGE>

                  "9.1.115. `UCC Revisions' means, the revisions to Article 9
                  and other Articles of the Uniform Commercial Code, as adopted
                  by the State of Illinois, effective July 1, 2001."

                  (gggg) Section 9.2 of the Credit Agreement is amended by
inserting the following as Section 9.2.3 of such Section:

                  "9.2.3. References to Agreement and Statutes. Unless otherwise
                  expressly provided herein, (i) references to agreements
                  (including this Credit Agreement) and other contractual
                  instruments shall be deemed to include all subsequent
                  amendments and other modifications thereto, but only to the
                  extent such amendments and other modifications are not
                  prohibited by the terms of any Loan Document, and (ii)
                  references to any statute or regulation shall be construed as
                  including all statutory and regulatory provisions amending,
                  replacing, supplementing or interpreting such statute or
                  regulation."

                  (hhhh) Section 10.7 of the Credit Agreement amended by
deleting the first sentence of such Section in its entirety and replacing such
sentence with the following:

                  "10.7. Notices. Any notice, request, consent, waiver or other
                  communication required or permitted under or in connection
                  with the Loan Documents will be deemed satisfactorily given if
                  it is in writing and is delivered either personally to the
                  addressee thereof, or by prepaid registered or certified U.S.
                  mail (return receipt requested), or by a nationally recognized
                  commercial courier service with next-day delivery charges
                  prepaid, or by telegraph, or by facsimile (voice confirmed),
                  or by any other reasonable means of personal delivery to the
                  party entitled thereto at its respective address set forth
                  below:

If to Borrower:               CCC Information Services Inc.
                              World Trade Center Chicago
                              444 Merchandise Mart
                              Chicago, IL 60654
                              Attention:  Reid Simpson
                              Facsimile:  (312) 527-1194
                              With a Copy To (which shall not constitute
                              notice to Borrower):
                              Skadden, Arps, Slate, Meagher & Flom (Illinois)
                              333 West Wacker Drive
                              Chicago, Illinois  60606
                              Attention:        Peter C. Krupp
                               Facsimile:       (312) 407-0411

                                      34

<PAGE>

If to Administrative Agent:
                              LaSalle Bank National Association
                              135 South LaSalle Street
                              Chicago, Illinois 60603
                              Attention:  Aimee Daniels
                              Facsimile:  (312) 904-8914
                              With a Copy To:

                              Vedder, Price, Kaufman & Kammholz
                              222 North LaSalle Street
                              Chicago, Illinois  60601-1003

                           Attention: Jeffrey C. Davis

                              Facsimile:        (312) 609-5005
If to any Lender:             Such Lender's address and facsimile set
                              forth on the signature pages hereof.

                  (iiii) Paragraph 2(i) and Paragraph 4 of the Amendment-Second
are hereby amended and restated in their entirety as follows:

                   "2.(i)  [Reserved]."

                  "4.  [Reserved]."

         3.       REPRESENTATIONS, COVENANTS AND WARRANTIES; NO DEFAULT.

                  (a) This Amendment has been duly authorized by all necessary
corporate action on the part of the Borrower, has been duly executed by the
Borrower and constitutes legal, valid and binding obligations of the Borrower,
and is enforceable against the Borrower in accordance with its terms except to
the extent enforceability hereof is limited by applicable bankruptcy, insolvency
or similar laws affecting creditors' rights generally.

                  (b) Except for the representations and warranties of Borrower
made as of a particular date and except as set forth on Schedule A-3, 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 and all prior express written waivers and amendments.

                  (c) No Default or Event of Default has occurred and is
continuing after giving effect to this Amendment and all prior express written
waivers and amendments.

         4. LIMITED WAIVER OF CERTAIN FINANCIAL COVENANTS. The Lenders and the
Administrative Agent hereby waive any Default or Event of Default arising or
occurring under Section 4.1.1, 4.1.2 and 4.1.3 of the Credit Agreement, to the
extent such noncompliance therewith existed as of March 31, 2001 (for the period
ending March 31, 2001), and under

                                      35

<PAGE>

Section 4.2.3 as a result of the failure of the Borrower to deliver audited
financial statements for the fiscal year ended December 31, 2000 within 90
calendar days after the close of such fiscal year to the extent such
noncompliance therewith existed as of March 31, 2001, subject to and
conditional upon the effectiveness of this Amendment.

         Borrower hereby acknowledges that the waiver contained in this Section
4 is granted 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
Administrative Agent or any of the Lenders to declare an Event of Default under
or otherwise enforce the 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 covenants or other waivers specified above for such
period will extend to any other period.

         5. FEES AND EXPENSES. Borrower agrees to pay on demand all reasonable
costs and expenses of or incurred by Administrative 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 Administrative Agent. In addition, Borrower shall pay at the
closing of this Amendment to Administrative Agent, for the benefit of the
Lenders, a waiver fee which shall be deemed earned as of the date of this
Amendment and shall be non-refundable, in the amount of Two Hundred Seventy-Five
Thousand Dollars ($275,000.00), which will be distributed to the Lenders PRO
RATA based on the amount of each Lender's Commitment.

         6. DELIVERY OF DOCUMENTS AT CLOSING. At the closing of this Amendment,
Administrative Agent shall have received from Borrower the following documents,
fully executed by the Borrower, CCC Information Services Group Inc., and the
Restricted Subsidiaries, as applicable, in form and substance satisfactory to
Administrative Agent:

                  (a)      This  Amendment;

                  (b)      An Amended and Restated Security Agreement between
                           Borrower and Administrative Agent;

                  (c)      A Security Agreement among each domestic Restricted
                           Subsidiary and Administrative
Agent;

                  (d) A Pledge Agreement of Domestic Subsidiaries, in which
Borrower and each domestic Restricted Subsidiary pledges to Administrative
Agent, for its benefit and the benefit of the Lenders, all of their respective
stock or other equity ownership interests in each direct or indirect material
Subsidiary or joint venture, except to the extent provided in Schedule II
thereof;

                  (e)      An opinion of Borrower's counsel;

                  (f)      A Subsidiary Guaranty from each domestic Restricted
                           Subsidiary;

                                      36

<PAGE>

                  (g)      A Patent and License Security Agreement among
                           Borrower and Administrative Agent;

                  (h)      A Trademark and License Security Agreement among
                           Borrower and Administrative Agent;

                  (i)      A Copyright and License Security Agreement among
                           Borrower and Administrative Agent;

                  (j) A secretary's certificate from the Borrower, Guarantor and
each Restricted Subsidiary, together with certified copies of Borrower's,
Guarantor's and each Restricted Subsidiary's Organic Documents, incumbency
certifications and authorizing resolutions and documents; and

                  (k) A Post Closing Agreement which is acceptable to
Administrative Agent in its sole discretion.

         7. EFFECTUATION. This Amendment shall be deemed effective upon receipt
by Administrative Agent of (i) six (6) counterpart signature pages duly executed
on behalf of the Borrower and each Subsidiary, as applicable of each of the
documents set forth in Section 6, and (ii) executed signature pages to this
Amendment from at least that number of Lenders that constitute Required Lenders
under the Credit Agreement. THERE ARE NO OTHER CONDITIONS PRECEDENT TO THE
EFFECTIVENESS OF THIS AMENDMENT.

         8. CONTINUING EFFECT. Except as specifically modified above, the Credit
Agreement and all other documents, instruments and agreements executed and/or
delivered in connection therewith shall remain in full force and effect, and are
hereby ratified and confirmed. The execution, delivery and effectiveness of this
Amendment shall not operate as a waiver of any right, power or remedy of the
Administrative Agent or the Lenders, nor constitute a waiver of any provision of
the Credit Agreement or any other documents, instruments or agreements executed
and/or delivered in connection therewith (except as expressly set forth herein).
Nothing herein shall constitute a waiver by the Administrative Agent or the
Lenders of any existing (except as expressly waived pursuant to Section 4 above)
or hereafter arising Default or Event of Default nor shall the Administrative
Agent's and the Lenders' execution and delivery of this Amendment establish a
course of dealing among the Administrative Agent, the Lenders, the Borrower or
any other obligor or in any other way obligate the Administrative Agent or any
Lenders to provide hereafter any further consents, waivers or modifications with
respect to the Credit Agreement.

         9. COLLATERAL DOCUMENTS. Borrower has herewith and heretofore executed
and delivered to the Administrative Agent certain Loan Documents, and Borrower
hereby acknowledges and agrees that, notwithstanding the execution and delivery
of this Amendment, the Loan Documents remain in full force and effect and the
rights and remedies of the Administrative Agent thereunder, the obligations of
Borrower thereunder and the liens and security interests created and provided
for thereunder remain in full force and effect and shall not be affected,
impaired or discharged hereby. Nothing herein contained shall in any manner
affect or impair the priority of the liens and security interests created and
provided for in the Loan

                                      37

<PAGE>

Documents as to the indebtedness which would be secured thereby prior to
giving effect to this Amendment.

         10.      RELEASE; INDEMNIFICATION.

                  (a) In further consideration of the execution by the Required
Lenders and Administrative Agent of this Amendment, Borrower, individually and
on behalf of its successors (including, without limitation, any trustees acting
on behalf of Borrower and any debtor-in-possession with respect to Borrower),
assigns, Subsidiaries and Affiliates (collectively, the "Releasors"), hereby
forever releases the Lenders, the Administrative Agent, the Issuing Bank and
their respective successors, assigns, parents, Subsidiaries, Affiliates,
officers, employees directors, agents and attorneys (collectively, the
"Releasees") from any and all debts, claims, demands, liabilities,
responsibilities, disputes, causes, damages, actions and causes of actions
(whether at law or in equity) and obligations of every nature whatsoever,
whether liquidated or unliquidated, whether known or unknown, matured or
unmatured, fixed or contingent (collectively, "Claims") that any of the
Releasors may have against any of the Releasees which arise from or relate to
any actions which any of the Releasees may have taken or omitted to take prior
to the date this Amendment was executed including without limitation with
respect to the Obligations, any Collateral, the Credit Agreement, any other Loan
Document and any third parties liable in whole or in part for the Obligations;
provided that no Releasee shall be released from any claim to the extent that
such claim arises from its gross negligence or wilful misconduct. This provision
shall survive and continue in full force and effect whether or not (i) Borrower
shall satisfy all other provisions of this Amendment, the Loan Documents or the
Credit Agreement including, without limitation, payment in full of all
Obligations, (ii) this Amendment otherwise is terminated, or (iii) Lenders'
waiver pursuant to this Amendment ceases pursuant to this Amendment.

                  (b) Borrower hereby agrees to indemnify and hold the Releasees
harmless from and with respect to any and all liabilities, obligations, losses,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind or nature (collectively "Expenses") whatsoever incurred by any of the
Releasees, whether direct, indirect, consequential, exemplary or otherwise,
arising out of, or related to, any of the Claims hereby released or any claim or
proceeding by any Person against any of the Releasees arising out of, or related
to, the negotiation, preparation, execution, delivery, performance,
administration or enforcement of this Amendment or any other document executed
in connection herewith. The foregoing indemnity shall survive the payment in
full of the Obligations and the termination of this Amendment, the Credit
Agreement and the other agreements provided that no Releasee shall be
indemnified for any Expense to the extent caused by its gross negligence or
wilful misconduct.

         11. 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. Delivery of an executed
counterpart of this Amendment by facsimile shall be equally as effective as
delivery of a manually executed counterpart of this Amendment. Any party
delivering an executed counterpart of this Amendment by facsimile shall also
deliver a manually executed counterpart of this Amendment, but the failure to
deliver a manually executed counterpart shall not affect the validity,
enforceability and binding effect of this Amendment.

                                      38

<PAGE>

                            [SIGNATURE PAGE FOLLOWS]

                                      39

<PAGE>


    (WAIVER AND THIRD AMENDMENT TO CREDIT FACILITY AGREEMENT SIGNATURE PAGE)

         IN WITNESS WHEREOF, the parties hereto have duly executed this Waiver
and Third Amendment to Credit Facility Agreement as of the date first above
written.


                            CCC INFORMATION SERVICES INC.

                            By:  /s/ Reid E. Simpson
                            Name:  Reid E. Simpson
                            Title:    Executive Vice President and
                                      Chief Financial Officer


                            Address:


                            CCC Information Services, Inc.
                            444 Merchandise Mart Plaza
                            Chicago, IL 60654-1005
                            Main:    312-229-3200
                            Fax:     312-527-1194

<PAGE>

(WAIVER AND THIRD AMENDMENT TO CREDIT FACILITY AGREEMENT SIGNATURE PAGE)


                         LASALLE BANK NATIONAL ASSOCIATION,
                         f/k/a LaSalle National Bank,
                         as Administrative Agent

                         By:      /s/ Aimee Daniels
                                  Aimee Daniels,
                                  Senior Vice President and Division Head

                         Address:

                         LaSalle Bank National Association
                         135 South LaSalle
                         Chicago, IL  60603
                         Attention:  Aimee Daniels
                                    Senior Vice President and Division Head
                         Main:    312/904-8914
                         Fax:     312/904-0409


                                      A-41

<PAGE>



WAIVER AND THIRD AMENDMENT TO CREDIT FACILITY AGREEMENT SIGNATURE PAGE)



                        LASALLE BANK NATIONAL ASSOCIATION

                        By:      /s/ Aimee Daniels
                                 Aimee Daniels,
                                 Senior Vice President and Division Head

                        Address:

                        LaSalle Bank National Association
                        135 South LaSalle
                        Chicago, IL  60603
                        Attention:  Aimee Daniels
                                    Senior Vice President and Division Head
                        Main:    312/904-8914
                        Fax:     312/904-0409


                                      A-42

<PAGE>


(WAIVER AND THIRD AMENDMENT TO CREDIT FACILITY AGREEMENT SIGNATURE PAGE)



                    FLEET NATIONAL BANK

                    By:      Peggy Peckham
                             Its:     Senior Vice President


                    Address:

                    Fleet National Bank
                    Mail Code:        MA DE 100 0 6A
                    100 Federal Street
                    Boston, MA 02110
                    Attention:  Peggy Peckham, Senior Vice President
                    Main:    617-434-6337
                    Fax:     617-434-4775

                      A-43

<PAGE>


(WAIVER AND THIRD AMENDMENT TO CREDIT FACILITY AGREEMENT SIGNATURE PAGE)



                                      HARRIS TRUST AND SAVINGS BANK

                                      By:
                                               Its:


                                      Address:

                                      Harris Trust and Savings Bank
                                      111 West Monroe Street
                                      10th Floor West
                                      Chicago, IL 60603
                                      Attention:  Keith Niebrugge
                                      Main:    312-461-3136
                                      Fax:     312-461-2591

                                      A-44

<PAGE>



(WAIVER AND THIRD AMENDMENT TO CREDIT FACILITY AGREEMENT SIGNATURE PAGE)



                               BANK LEUMI USA

                               By:  Jon W. Spoerry
                               Its:     First Vice President


                               Address:

                               Bank Leumi USA
                               100 North LaSalle
                               Chicago, IL 60602
                               Attention:  Jon W. Spoerry
                               Main:    312-781-1806
                               Fax:     312-781-9469


                                      A-45

<PAGE>


(WAIVER AND THIRD AMENDMENT TO CREDIT FACILITY AGREEMENT SIGNATURE PAGE)



                                 WELLS FARGO BANK WISCONSIN, N.A.,
                                 f/k/a Norwest Bank Wisconsin, N.A.

                                 By:      /s/ Linda Backhaus
                                          Its: Vice President


                                 Address:

                                 Wells Fargo Bank Wisconsin N.A.
                                 100 East Wisconsin Avenue, Suite 1400
                                 Milwaukee, WI 53202-4101
                                 Attention:  Linda Backhaus
                                 Main:    414-224-7406
                                 Fax:     414-224-7410

                                     A-46