CREDIT AGREEMENT dated as of July 29, 2010, among IGLOO INTERMEDIATE CORPORATION, as Holdings, IGLOO MERGER CORPORATION, INTERACTIVE DATA CORPORATION, as Borrower, The Lenders Party Hereto and BANK OF AMERICA, N.A., as Administrative Agent BANC OF...Credit Agreement • November 15th, 2010 • Interactive Data Corp/Ma/ • Security & commodity brokers, dealers, exchanges & services • New York
CREDIT AGREEMENT dated as of July 29, 2010 (this “Agreement”), among IGLOO INTERMEDIATE CORPORATION, a Delaware corporation (“Initial Holdings”), IGLOO MERGER CORPORATION, a Delaware corporation (to be merged with and into INTERACTIVE DATA CORPORATION, a Delaware corporation (the “Company”) on the date hereof with the Company as the survivor, (the “Borrower”), the LENDERS party hereto and BANK OF AMERICA, N.A., as Administrative Agent.
REGISTRATION RIGHTS AGREEMENT Dated as of July 29, 2010 Among IGLOO MERGER CORPORATION, INTERACTIVE DATA CORPORATION, THE GUARANTORS LISTED ON SCHEDULE I HERETO and BARCLAYS CAPITAL INC. BANC OF AMERICA SECURITIES LLC CREDIT SUISSE SECURITIES (USA)...Registration Rights Agreement • November 15th, 2010 • Interactive Data Corp/Ma/ • Security & commodity brokers, dealers, exchanges & services • New York
This Agreement is entered into in connection with the Purchase Agreement, dated as of July 20, 2010 (the “Purchase Agreement”), by and among Igloo and the Initial Purchasers, which provides for, among other things, the sale by Igloo to the Initial Purchasers of $700,000,000 aggregate principal amount of the Issuer’s (as defined below) 10.25% senior notes due 2018 (the “Notes”). The Notes are issued under an indenture, dated as of the date hereof (as amended or supplemented from time to time, the “Indenture”), among Igloo, the Company, the Guarantors and The Bank of New York Mellon, as trustee (the “Trustee”). Pursuant to the Purchase Agreement and the Indenture, the Guarantors are required to guarantee (collectively, the “Guarantees”) the Issuer’s obligations under the Notes and the Indenture. References to the “Securities” shall mean, collectively, the Notes and, when issued, the Guarantees. References to the “Issuer” refer to (x) prior to the consummation of the merger of Igloo with
EMPLOYMENT AGREEMENTEmployment Agreement • November 15th, 2010 • Interactive Data Corp/Ma/ • Security & commodity brokers, dealers, exchanges & services • New York
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of this 4th day of August 2010, by and between IGLOO HOLDINGS CORPORATION, a Delaware corporation (the “Parent”), INTERACTIVE DATA CORPORATION, a Delaware corporation (the “Company”), a wholly owned indirect subsidiary of the Parent, and MASON SLAINE (the “Employee”).
REGISTRATION RIGHTS AGREEMENT BY AND AMONG SILVER LAKE PARTNERS III, L.P., SILVER LAKE TECHNOLOGY INVESTORS III, L.P., WARBURG PINCUS PRIVATE EQUITY X, L.P., WARBURG PINCUS X PARTNERS, L.P., THE INVESTORS ON SCHEDULE A HERETO, INTERACTIVE DATA...Registration Rights Agreement • November 15th, 2010 • Interactive Data Corp/Ma/ • Security & commodity brokers, dealers, exchanges & services • Delaware
This Registration Rights Agreement (the “Agreement”) is made, entered into and effective July 29, 2010, by and among Warburg Pincus Private Equity X, L.P. (“WPX”), Warburg Pincus X Partners, L.P. (“WPXP” and, together with WPX, “WP”), Silver Lake Partners III, L.P. (“SL”), Silver Lake Technology Investors III, L.P. (“SLTI” and, together with SL, “SLP”), the investors set forth on Schedule A hereto, Interactive Data Corporation, a Delaware corporation (“IDC”), Igloo Intermediate Corporation, a Delaware corporation (“Holdings”), and Igloo Holdings Corporation, a Delaware corporation.
OPTION GRANT NOTICE AND AGREEMENTOption Grant Notice and Agreement • November 15th, 2010 • Interactive Data Corp/Ma/ • Security & commodity brokers, dealers, exchanges & services
EMPLOYMENT AGREEMENTEmployment Agreement • November 15th, 2010 • Interactive Data Corp/Ma/ • Security & commodity brokers, dealers, exchanges & services • Delaware
This Employment Agreement (this “Agreement”) is made and entered into as of this 17th day of September 2010, by and between INTERACTIVE DATA CORPORATION, a Delaware corporation (the “Company”), and VINCENT CHIPPARI (the “Employee”).
COLLATERAL AGREEMENT dated as of July 29, 2010, among IGLOO INTERMEDIATE CORPORATION, IGLOO MERGER CORPORATION, INTERACTIVE DATA CORPORATION, THE OTHER GRANTORS PARTY HERETO and BANK OF AMERICA, N.A., as Administrative AgentCollateral Agreement • November 15th, 2010 • Interactive Data Corp/Ma/ • Security & commodity brokers, dealers, exchanges & services • New York
COLLATERAL AGREEMENT dated as of July 29, 2010 (this “Agreement”), among IGLOO INTERMEDIATE CORPORATION, IGLOO MERGER CORPORATION, INTERACTIVE DATA CORPORATION, the other GRANTORS from time to time party hereto and BANK OF AMERICA, N.A., as Administrative Agent.
MASTER GUARANTEE AGREEMENT dated as of July 29, 2010, among IGLOO INTERMEDIATE CORPORATION, IGLOO MERGER CORPORATION, INTERACTIVE DATA CORPORATION, THE SUBSIDIARY GUARANTORS IDENTIFIED HEREIN and BANK OF AMERICA, N.A., as Administrative AgentMaster Guarantee Agreement • November 15th, 2010 • Interactive Data Corp/Ma/ • Security & commodity brokers, dealers, exchanges & services • New York
MASTER GUARANTEE AGREEMENT dated as of July 29, 2010 (this “Agreement”), among IGLOO INTERMEDIATE CORPORATION, IGLOO MERGER CORPORATION, INTERACTIVE DATA CORPORATION, the SUBSIDIARY GUARANTORS identified herein and BANK OF AMERICA, N.A., as Administrative Agent, on behalf of itself and the other Guaranteed Parties.
ContractTransaction and Management Fee Agreement • November 15th, 2010 • Interactive Data Corp/Ma/ • Security & commodity brokers, dealers, exchanges & services • New York
This TRANSACTION AND MANAGEMENT FEE AGREEMENT (this “Agreement”) is dated as of July 29, 2010 and is among Igloo Merger Corporation, a Delaware corporation (together with its successors, the “Company”), Silver Lake Management Company III, L.L.C., a Delaware limited liability company (“SLMC”), and Warburg Pincus LLC, a New York limited liability company (“WP”, and together with SLMC, the “Managers” and each a “Manager”).
SHAREHOLDERS AGREEMENT BY AND AMONG THE INVESTORS ON SCHEDULE A HERETO, INTERACTIVE DATA CORPORATION, IGLOO INTERMEDIATE CORPORATION AND IGLOO HOLDINGS CORPORATION Dated as of July 29, 2010Shareholders Agreement • November 15th, 2010 • Interactive Data Corp/Ma/ • Security & commodity brokers, dealers, exchanges & services • Delaware
This Shareholders Agreement (the “Agreement”) is made, entered into and effective as of July 29, 2010 by and among the investors set forth on Schedule A hereto (collectively, the “Shareholders”), Interactive Data Corporation, a Delaware corporation (“IDC”), Igloo Intermediate Corporation, a Delaware corporation (“Holdings”), and Igloo Holdings Corporation, a Delaware corporation.
THIS DEED is made this 7 day of May 2010. BETWEEN:Deed • November 15th, 2010 • Interactive Data Corp/Ma/ • Security & commodity brokers, dealers, exchanges & services
SIDE LETTER AGREEMENTSide Letter Agreement • November 15th, 2010 • Interactive Data Corp/Ma/ • Security & commodity brokers, dealers, exchanges & services • Delaware
This Side Letter Agreement (this “Agreement”) is made as of August 4, 2010, by and among Igloo Holdings Corporation, a Delaware corporation (the “Company”), Mason Slaine, an individual (“Slaine”), and (collectively, the and together with Slaine, the “Shareholders”).
THIS DEED is made on May 7, 2010 BETWEEN WHEREAS:Pensions Transitional Agreement • November 15th, 2010 • Interactive Data Corp/Ma/ • Security & commodity brokers, dealers, exchanges & services
Intercompany NoteInteractive Data Corp/Ma/ • November 15th, 2010 • Security & commodity brokers, dealers, exchanges & services
This note (“Note”) is an Intercompany Note referred to in that certain Credit Agreement, dated as of July 29, 2010 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among INTERACTIVE DATA CORPORATION, a Delaware corporation (the “Borrower”), IGLOO INTERMEDIATE CORPORATION, a Delaware corporation (“Holdings”), IGLOO MERGER CORPORATION, a Delaware corporation, the lenders from time to time party thereto, and BANK OF AMERICA, N.A., as Administrative Agent, Swingline Lender and Issuing Bank, and is subject to the terms thereof, and shall be pledged by each Payee pursuant to the Collateral Agreement, to the extent required pursuant to the terms thereof. Each Payee hereby acknowledges and agrees that after the occurrence and during the continuance of an Event of Default and after notice from the Administrative Agent to such Payee (provided that no such notice shal
OPTION GRANT NOTICE AND AGREEMENTOption Grant Notice and Agreement • November 15th, 2010 • Interactive Data Corp/Ma/ • Security & commodity brokers, dealers, exchanges & services
Igloo Holdings Corporation (the “Company”), pursuant to its 2010 Stock Incentive Plan (the “Plan”), hereby grants to the Holder Options to purchase the number of shares of Stock set forth below. The Options are subject to all of the terms and conditions as set forth in this Option Grant Notice and Agreement (this “Grant Notice”), as well as the terms and conditions of the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan.
CONFIDENTIALITY, NON-INTERFERENCE, AND INVENTION ASSIGNMENT AGREEMENTInteractive Data Corp/Ma/ • November 15th, 2010 • Security & commodity brokers, dealers, exchanges & services • Delaware
As a condition of my becoming employed by, or continuing employment with, Interactive Data Corporation, a Delaware corporation (the “Company”), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by the Company, I agree to the following:
Copyright Security AgreementCopyright Security Agreement • November 15th, 2010 • Interactive Data Corp/Ma/ • Security & commodity brokers, dealers, exchanges & services
COPYRIGHT SECURITY AGREEMENT dated as of July 29, 2010 (this “Agreement”), between Interactive Data Corporation (the “Grantor”) and Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”).
Trademark Security AgreementTrademark Security Agreement • November 15th, 2010 • Interactive Data Corp/Ma/ • Security & commodity brokers, dealers, exchanges & services
TRADEMARK SECURITY AGREEMENT dated as of July 29, 2010 (this “Agreement”), among eSignal, Inc., Interactive Data Corporation and Interactive Data Pricing and Reference Data, Inc. (the “Grantors”) and Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”).
Patent Security AgreementPatent Security Agreement • November 15th, 2010 • Interactive Data Corp/Ma/ • Security & commodity brokers, dealers, exchanges & services
PATENT SECURITY AGREEMENT dated as of July 29, 2010 (this “Agreement”), among Interactive Data Corporation and Interactive Data Pricing and Reference Data, Inc. (the “Grantors”) and Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”).
