May 3, 2010 Uses in Defined Terms Clause

Defined Terms from Registration Rights Agreement

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.

Defined Terms. As used in this Agreement, the following terms shall have the following meanings: Adverse Disclosure means public disclosure of material non-public information that, in the Board of Directors good faith judgment, after consultation with independent outside counsel to the Company, (i) would be required to be made in any Registration Statement filed with the SEC by the Company so that such Registration Statement would not be materially misleading and would not be required to be made at such time but for the filing of such Registration Statement; and (ii) the Company has a bona fide business purpose for not disclosing such information publicly. Affiliate has the meaning specified in Rule 12b-2 under the Exchange Act; provided that no Holder shall be deemed an Affiliate of the Company, Holdings, IDC or their respective Subsidiaries for purposes of this Agreement; provided further that neither portfolio companies (as such term is commonly used in the private equity industry) of a Sponsor nor limited partners, non-managing members or other similar direct or indirect investors in a Sponsor shall be deemed to be Affiliates of such Sponsor; and further provided that with respect to any Member that is a governmental plan within the meaning of ERISA, the other branches and departments of the applicable governments shall not be deemed to be Affiliates of such Member. The term Affiliated has a correlative meaning. Agreement has the meaning set forth in the preamble. Approved Holder means any Holder who, at the time of determination, is an entity of a U.S. state whose indemnification obligations are limited or prohibited by the laws of such state. Board of Directors means the board of directors of the Company. Business Day means any day other than a Saturday, Sunday or a day on which commercial banks located in New York, New York or San Francisco, California are required or authorized by law or executive order to be closed. Change of Control means the occurrence of any of the following: (i) the sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any Person other than the Sponsors or their Affiliates or (ii) the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act, or any successor provision), other than the Sponsors or their Affiliates, in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of 50% or more of the total voting power of the Company or any of its direct or indirect parent companies holding directly or indirectly 100% of the total voting power of the Company. Closing Date means the date of the closing of the merger contemplated by the Merger Agreement. Co-Invest Agreements means any of the following, as applicable: (i) the Amended and Restated Limited Liability Company Operating Agreement of Igloo Co-Invest, LLC (as may be amended from time to time) (the Co-Investor Agreement), (ii) the Limited Liability Company Operating Agreement of Igloo Manager Co-Invest, LLC (as may be amended from time to time), (iii) any limited liability company agreement, limited or general partnership agreement or similar agreement with respect to any Additional Co-Invest Vehicle (as defined in the Company Shareholders Agreement) and (iv) any shareholders agreement or other agreement (other than the Company Shareholders Agreement) or employee stock plan or other employee benefit plan arrangement that applies to a Holders ownership of Registrable Securities. Company means Igloo Holdings Corporation, a Delaware corporation (including any of its successors by merger, acquisition, reorganization, conversion or otherwise, including, in connection with any IPO, the Registering Entity). Company Public Sale has the meaning set forth in Section 2.03(a). Company Shareholders Agreement means the Shareholders Agreement, dated as of July 29, 2010, by and among the Investors set forth on Schedule A thereto, the Company, Holdings and IDC, as amended, modified or supplemented from time to time. Company Share Equivalent means securities exercisable, exchangeable or convertible into Company Shares. Company Shares means the shares of common stock, par value $0.01 per share, of the Company, any securities into which such shares of common stock shall have been changed, or any securities resulting from any reclassification, recapitalization or similar transactions with respect to such shares of common stock (including any shares of common stock of the Registering Entity). Demand Company Notice has the meanin

Defined Terms from Credit Agreement

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.

Defined Terms. As used in this Agreement, the following terms have the meanings specified below: ABR when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate. Acceptable Discount has the meaning assigned to such term in Section 2.11(a)(ii)(D). Acceptable Prepayment Amount has the meaning assigned to such term in Section 2.11(a)(ii)(D). Acceptance and Prepayment Notice means an irrevocable written notice from a Term Lender accepting a Solicited Discounted Prepayment Offer to make a Discounted Term Loan Prepayment at the Acceptable Discount specified therein pursuant to Section 2.11(a)(ii)(D) substantially in the form of Exhibit R. Acceptance Date has the meaning specified in Section 2.11(a)(ii)(D). Acquired EBITDA means, with respect to any Acquired Entity or Business or any Converted Restricted Subsidiary (any of the foregoing, a Pro Forma Entity) for any period, the amount for such period of Consolidated EBITDA of such Pro Forma Entity (determined as if references to the Borrower and its Restricted Subsidiaries in the definition of the term Consolidated EBITDA were references to such Pro Forma Entity and its subsidiaries which will become Restricted Subsidiaries), all as determined on a consolidated basis for such Pro Forma Entity. Acquired Entity or Business has the meaning given such term in the definition of Consolidated EBITDA. Acquisition means the acquisition of the Company pursuant to the terms of the Acquisition Agreement. Acquisition Agreement means the Agreement and Plan of Merger dated as of May 3, 2010 among Hg Investors LLC, a Delaware limited liability company, Igloo Merger Corporation, a Delaware corporation, and the Company. Acquisition Documents means the Acquisition Agreement, all other agreements to be entered into between the Company or its Affiliates and Holdings or its Affiliates in connection with the Acquisition and all schedules, exhibits and annexes to each of the foregoing and all side letters, instruments and agreements affecting the terms of the foregoing or entered into in connection therewith. Additional Lender means any Additional Revolving Lender or any Additional Term Lender, as applicable. Additional Notes has the meaning assigned to such term in Section 6.01(a)(xxiii). Additional Revolving Lender means, at any time, any bank or other financial institution that agrees to provide any portion of any (a) Incremental Revolving Loan or Revolving Commitment Increase pursuant to an Incremental Revolving Facility Amendment in accordance with Section 2.20 or (b) Credit Agreement Refinancing Indebtedness pursuant to a Refinancing Amendment in accordance with Section 2.21; provided that each Additional Revolving Lender shall be subject to the approval of the Administrative Agent and, if such Additional Revolving Lender will provide an Incremental Revolving Loan, a Revolving Commitment Increase or any Other Revolving Commitment, each Principal Issuing Bank and the Swingline Lender (such approval in each case not to be unreasonably withheld or delayed) and the Borrower. Additional Term Lender means, at any time, any bank or other financial institution that agrees to provide any portion of any (a) Term Commitment Increase pursuant to an Incremental Term Facility Amendment in accordance with Section 2.20 or (b) Credit Agreement Refinancing Indebtedness pursuant to a Refinancing Amendment in accordance with Section 2.21; provided that each Additional Term Lender (other than any Person that is a Lender, an Affiliate of a Lender or an Approved Fund of a Lender at such time) shall be subject to the approval of the Administrative Agent (such approval not to be unreasonably withheld or delayed) and, if such Additional Term Lender will provide a Term Commitment Increase or any Other Term Commitment, the Borrower. Adjusted LIBO Rate means, (a) with respect to any Eurocurrency Borrowing denominated in dollars for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/100 of 1%) equal to (i) the LIBO Rate for such Interest Period multiplied by (ii) the Statutory Reserve Rate and (b) with respect to any Eurocurrency Borrowing denominated in euro or Sterling for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/100 of 1%) equal to (i) the LIBO Rate for such Interest Period plus (ii) the Mandatory Cost. Administrative Agent means Bank of America, N.A., in its capacity as administrative agent hereunder and under the other Loan Documents, and its successors in such capacity as provided in Article VIII. The Administrative Agent may from time to time designate one or more of its Affiliates or branches to perform the functions of the Administrative Agent in connection with Loans denominated in any currency other than dollars, in which case references herein to the Administrative Agent shall, in co

Defined Terms from Registration Rights Agreement

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.

Defined Terms. As used in this Agreement, the following terms shall have the following meanings: Adverse Disclosure means public disclosure of material non-public information that, in the Board of Directors good faith judgment, after consultation with independent outside counsel to the Company, (i) would be required to be made in any Registration Statement filed with the SEC by the Company so that such Registration Statement would not be materially misleading and would not be required to be made at such time but for the filing of such Registration Statement; and (ii) the Company has a bona fide business purpose for not disclosing such information publicly. Affiliate has the meaning specified in Rule 12b-2 under the Exchange Act; provided that no Holder shall be deemed an Affiliate of the Company, Holdings, IDC or their respective Subsidiaries for purposes of this Agreement; provided further that neither portfolio companies (as such term is commonly used in the private equity industry) of a Sponsor nor limited partners, non-managing members or other similar direct or indirect investors in a Sponsor shall be deemed to be Affiliates of such Sponsor; and further provided that with respect to any Member that is a governmental plan within the meaning of ERISA, the other branches and departments of the applicable governments shall not be deemed to be Affiliates of such Member. The term Affiliated has a correlative meaning. Agreement has the meaning set forth in the preamble. Approved Holder means any Holder who, at the time of determination, is an entity of a U.S. state whose indemnification obligations are limited or prohibited by the laws of such state. Board of Directors means the board of directors of the Company. Business Day means any day other than a Saturday, Sunday or a day on which commercial banks located in New York, New York or San Francisco, California are required or authorized by law or executive order to be closed. Change of Control means the occurrence of any of the following: (i) the sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any Person other than the Sponsors or their Affiliates or (ii) the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act, or any successor provision), other than the Sponsors or their Affiliates, in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of 50% or more of the total voting power of the Company or any of its direct or indirect parent companies holding directly or indirectly 100% of the total voting power of the Company. Closing Date means the date of the closing of the merger contemplated by the Merger Agreement. Co-Invest Agreements means any of the following, as applicable: (i) the Amended and Restated Limited Liability Company Operating Agreement of Igloo Co-Invest, LLC (as may be amended from time to time) (the Co-Investor Agreement), (ii) the Limited Liability Company Operating Agreement of Igloo Manager Co-Invest, LLC (as may be amended from time to time), (iii) any limited liability company agreement, limited or general partnership agreement or similar agreement with respect to any Additional Co-Invest Vehicle (as defined in the Company Shareholders Agreement) and (iv) any shareholders agreement or other agreement (other than the Company Shareholders Agreement) or employee stock plan or other employee benefit plan arrangement that applies to a Holders ownership of Registrable Securities. Company means Igloo Holdings Corporation, a Delaware corporation (including any of its successors by merger, acquisition, reorganization, conversion or otherwise, including, in connection with any IPO, the Registering Entity). Company Public Sale has the meaning set forth in Section 2.03(a). Company Shareholders Agreement means the Shareholders Agreement, dated as of July 29, 2010, by and among the Investors set forth on Schedule A thereto, the Company, Holdings and IDC, as amended, modified or supplemented from time to time. Company Share Equivalent means securities exercisable, exchangeable or convertible into Company Shares. Company Shares means the shares of common stock, par value $0.01 per share, of the Company, any securities into which such shares of common stock shall have been changed, or any securities resulting from any reclassification, recapitalization or similar transactions with respect to such shares of common stock (including any shares of common stock of the Registering Entity). Demand Company Notice has the meanin

Defined Terms from Credit Agreement

This Credit Agreement dated as of May 3, 2010 is among J. Ray McDermott, S.A., a Panamanian corporation (the Initial Borrower), McDermott International, Inc., a Panamanian corporation (the New Borrower), the Lenders (as defined below), the Issuers (as defined below), and Credit Agricole Corporate and Investment Bank (CA CIB), as administrative agent for the Lenders and the Issuers (in such capacity, and together with its successors pursuant to Section 10.6(a) (Successor Agents)), the Administrative Agent) and collateral agent for the Lenders and the Issuers (in such capacity, and together with its successors pursuant to Section 10.6(b) (Successor Agents), the Collateral Agent).

Defined Terms. As used in this Agreement, the following terms have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined): 2006 Credit Agreement means the Credit Agreement dated as of June 6, 2006 (as amended, supplemented or otherwise modified) among the Initial Borrower, Credit Suisse, Cayman Islands Branch, as administrative agent and collateral agent, and the lenders and other agents party thereto. Acquisition means, with respect to any Person, any transaction, or series of related transactions, consummated on or after the date of this Agreement, by which such Person (a) acquires any ongoing business or all or substantially all of the assets of any Person or group of Persons, or division thereof constituting an ongoing business, whether through purchase of assets, merger or otherwise or (b) directly or indirectly acquires (in one transaction or as the most recent transaction in a series of transactions) at least a majority (in number of votes) of the securities of a corporation which have ordinary voting power for the election of directors (other than securities having such power only by reason of the happening of a contingency) or a majority (by percentage or voting power) of the outstanding ownership interests of a partnership, limited liability company, or other entity that is not a corporation constituting an ongoing business; provided, however, that any acquisition of assets, equity securities or ownership interests of a Person that is a Subsidiary of such Person prior to such acquisition shall not constitute an Acquisition hereunder. Administrative Agent has the meaning specified in the preamble to this Agreement. Administrative Questionnaire means an Administrative Questionnaire in a form supplied by the Administrative Agent. Affected Lender has the meaning specified in Section 2.17 (Substitution of Lenders). Affiliate means, with respect to any Person, any other Person, directly or indirectly, controlling or that is controlled by or is under common control with such Person, each officer, director or general partner of such Person, and each Person that is the beneficial owner of 10% or more of any class of Voting Stock of such Person. For the purposes of this definition, control means the possession of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. Affiliate Agreements means, collectively, the agreements listed on Schedule 8.8 hereto. Agents means the Administrative Agent, the Collateral Agent, the Co-Documentation Agents and the Syndication Agent. Agreement means this Credit Agreement, dated as of May 3, 2010, as it may be amended, restated, supplemented or otherwise modified from time to time. Alternative Currency means any lawful currency (other than Dollars) of any of the G-20 Countries (or any other currency acceptable to the Administrative Agent in its sole discretion). Applicable Commitment Fee Rate has the meaning specified in Schedule II. Applicable Lending Office means, with respect to each Lender, its Domestic Lending Office in the case of a Base Rate Loan, and its Eurodollar Lending Office in the case of a Eurodollar Rate Loan. Applicable Margin has the meaning specified in Schedule II. Approved Fund means any Fund that is advised or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or Affiliate of an entity that administers or manages a Lender. Asset Sale has the meaning specified in Section 8.4 (Sale of Assets). Assignment and Acceptance means an assignment and acceptance entered into by a Lender and an Eligible Assignee, and accepted by the Administrative Agent, in substantially the form of Exhibit A (Form of Assignment and Acceptance) or any other form approved by the Administrative Agent. Authorized Officer means any Responsible Officer or any other Person designated as an Authorized Officer of a Loan Party by prior written notice from such Loan Party to the Administrative Agent. Available Credit means, at any time, an amount equal to (a) the aggregate then effective Revolving Commitments minus (b) the aggregate Outstandings at such time. Babcock means The Babcock & Wilcox Company, a Delaware corporation. Babcock Entities means Babcock and each Person that is anticipated to be a Subsidiary of Babcock after the Spin. Base Rate means, for any period, a fluctuating interest rate per annum as shall be in effect from time to time, which rate per annum shall be equal to the greatest of the following: