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EXHIBIT 7
EXECUTION COPY
THIRD AMENDMENT TO
REGISTRATION AGREEMENT
This Third Amendment, dated as of June 26, 2000 (the "Amendment"), to the
Registration Agreement dated as of February 28, 1997, among The Cobalt Group,
Inc., a Washington corporation (the "Company"), and the persons listed on the
Schedule of Purchasers attached thereto, as amended by a First Amendment, dated
as of October 7, 1998, and a Second Amendment, dated as of January 7, 1998 (as
amended by the First Amendment and the Second Amendment, the "Registration
Agreement").
RECITALS
The Company, Warburg, Pincus Equity Partners, L.P. ("WPEP"), Riverside
Partnership ("Riverside Partnership"), Third Point Partners L.P. ("Third Point
Partners"), Third Point Offshore Fund Ltd. (Third Point Offshore") and Points
West International Investments Ltd. ("Points West") are parties to a Securities
Purchase Agreement, dated as of June 26, 2000 (the "June 2000 Purchase
Agreement"), pursuant to which (i) WPEP, Riverside Partnership, Third Point
Partners, Third Point Offshore and Points West are purchasing shares of Common
Stock and (ii) the Company has issued to WPEP, Riverside Partnership, Third
Point Partners, Third Point Offshore and Points West warrants to purchase Common
Stock. All capitalized terms used herein and not defined shall have the meaning
set forth in the Registration Agreement.
In order to induce WPEP, Riverside Partnership, Third Point Partners, Third
Point Offshore and Points West to enter into the June 2000 Purchase Agreement
and consummate the transactions contemplated thereby, the Company and WPEP, as
the holder of a majority of the Registrable Securities, have agreed to amend the
Registration Agreement to provide WPEP, Riverside Partnerhsip, Third Point
Partners, Third Point Offshore and Points West with registration rights covering
the securities issued under the June 2000 Purchase Agreement.
NOW THEREFORE, in consideration of the foregoing, the parties to this
Amendment agree as follows:
1. SCHEDULE OF PURCHASERS. The Schedule of Purchasers is hereby amended to
insert:
(i) immediately following the number of Series B-1 shares opposite WPEP's
name "up to 1,312,373 shares of Common Stock, and 416,390 shares of
Common Stock issuable upon exercise of warrants"; and
(ii) "Riverside Partnership - 233 South Wacker Drive, Suite 9500, Chicago
60606 - up to 437,458 shares of Common Stock, and 138,797 shares of
Common Stock issuable upon exercise of warrants".
(iii) "Third Point Partners L.P. - 277 Park Avenue, 27th Floor, New York,
NY 10172 - up to 223,395 shares of Common Stock, and 70,879 shares of
Common Stock issuable upon exercise of warrants".
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(iv) "Third Point Offshore Fund Ltd. - 277 Park Avenue, 27th Floor, New
York, NY 10172 - up to 173,669 shares of Common Stock, and 55,102
shares of Common Stock issuable upon exercise of warrants".
(v) "Points West International Investments Ltd. - 277 Park Avenue, 27th
Floor, New York, NY 10172 - up to 40,394 shares of Common Stock, and
12,816 shares of Common Stock issuable upon exercise of warrants".
2. AMENDMENT TO PARAGRAPH 1(g). The first sentence of Paragraph 1(g) is
hereby amended and restated in its entirety to read as follows:
"'Registrable Securities' means (i) any Series A Preferred Stock issued
pursuant to the Purchase Agreement, (ii) any Series B Preferred Stock
issued pursuant to the Series B Purchase Agreement and any Series B
Preferred Stock issued to the Reynolds and Reynolds Company, (iii) any
Common Stock issued upon the conversion of any Series A Preferred Stock
issued pursuant to the Purchase Agreement, (iv) any Common Stock issued
upon the conversion of any Series B Preferred Stock issued pursuant to the
Series B Purchase Agreement and any Common Stock issued upon conversion of
any Series B Preferred Stock issued to the Reynolds and the Reynolds
Company, (v) any Common Stock issued pursuant to the Securities Purchase
Agreement, dated as of June 26, 2000 (the "June 2000 Purchase Agreement"),
among the Company, Warburg, Pincus Equity Partners, L.P., Riverside
Partnership, Third Point Partners L.P., Third Point Offshore Fund Ltd. and
Points West International Investments Ltd. (vi) any Common Stock issued
upon exercise of the warrants issued in connection with the June 2000
Purchase Agreement and (vii) any Common Stock issued or issuable with
respect to the securities referred to in clauses (i), (ii), (iii), (iv),
(v) and (vi) by way of a stock dividend or stock split or in connection
with a combination of shares, recapitalization, merger, consolidation or
other reorganization."
3. NO OTHER AMENDMENTS. Except as expressly amended as set forth above, the
Registration Agreement shall remain in full force and effect in accordance with
its terms.
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IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment
as of the date first written above.
THE COBALT GROUP, INC.
By: /s/ Jackie Davidson
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Title: Vice President - Finance
WARBURG, PINCUS EQUITY PARTNERS, L.P.
By: Warburg, Pincus & Co.,
Its: General Partner
/s/ Joseph P. Landy
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Joseph P. Landy
General Partner
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RIVERSIDE PARTNERSHIP, A Limited
Partnership
By: Riverside L.L.C.,
Its: Managing General Partner
By: First Analysis Management Company III, L.L.C.
Its: Manager
/s/ Bret R. Maxwell
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Bret R. Maxwell
Member
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THIRD POINT PARTNERS L.P.
By: Third Point Advisors L.L.C.
Its: General Partner
/s/ Daniel S. Loeb
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Daniel S. Loeb
Managing Member
THIRD POINT OFFSHORE FUND LTD.
By: Third Point Management Company L.L.C.
Its: Investment Advisor
/s/ Daniel S. Loeb
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Daniel S. Loeb
Managing Member
POINTS WEST INTERNATIONAL
INVESTMENTS LTD.
By: Third Point Management Company L.L.C.
Its: Investment Advisor
/s/ Daniel S. Loeb
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Daniel S. Loeb
Managing Member
