Exhibit 10.21
AMENDMENT NO. 3 TO MANAGEMENT SERVICES AGREEMENT
FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which
are hereby acknowledged, the Management Services Agreement ("MSA") dated
November 29, 2001, effective as of February 29, 2000, between XXXXXXX PLC and
INTERACTIVE DATA CORPORATION, as amended, is hereby further amended effective as
of September 16, 2004, (the "Effective Date"), as follows:
1. Schedule 7 is amended by deleting the reference to "FT Interactive Data
Corporation ("FT Interactive")" appearing as "Service Recipient" and
replacing such reference with a reference to "Interactive Data Corporation
("IDCO")" and by replacing all references to "FT Interactive Data" with a
reference to "IDCO".
2. Schedule 8 is amended by deleting each reference to "The Xxxxxxx, Inc.
Savings and Investment Plan" and replacing it with a reference to "The
Pearson Retirement Plan." Schedule 8 is further amended by deleting the
reference to "FT Interactive Data Corporation ("FT Interactive")"
appearing as "Service Recipient" and replacing such reference with a
reference to "Interactive Data Corporation ("IDCO")" and by replacing all
references to "FT Interactive Data" with a reference to "IDCO".
3. Schedule 9 is amended by deleting the first and third paragraphs set forth
under the "Services Description" subheading and deleting the first two
paragraphs set forth under the "Fees" subheading. Schedule 9 is further
amended by deleting the reference to "FT Interactive Data Corporation ("FT
Interactive")" appearing as "Service Recipient" and replacing such
reference with a reference to "Interactive Data Corporation ("IDCO")" and
by replacing all references to "FT Interactive Data" with a reference to
"IDCO".
4. Schedule 10 is amended by deleting the reference to "FT Interactive Data
Corporation ("FT Interactive")" appearing as "Service Recipient" and
replacing such reference with a reference to "Interactive Data Corporation
("IDCO")" and by replacing all references to "FT Interactive Data" with a
reference to "IDCO".
5. Schedule 11 is amended by deleting each reference to "The Xxxxxxx, Inc.
Pension Equity Plan" and replacing it with a reference to "The Pearson
Inc. Supplemental Executive Retirement Plan". Schedule 11 is further
amended by deleting the phrase "Pension Equity Plan" each time it appears
and replacing it with phrase "Supplemental Retirement Plan". Schedule 11
is further amended by deleting the phrase "and will pay into the rabbi
trust under the Pension Equity Plan amounts equal to the present value of
such credits" appearing in the first paragraph under the subheading
"Service Description". Schedule 11 is further amended by deleting the
first paragraph under the subheading "Fees". Schedule 11 is further
amended by deleting the reference to "FT Interactive Data Corporation ("FT
Interactive")" appearing as "Service Recipient" and replacing such
reference with a reference to "Interactive Data Corporation ("IDCO")" and
by replacing all references to "FT Interactive Data" with a reference to
"IDCO".
6. Schedule 12 is amended by adding under the subheading "Service
Description" the following additional plan: "6. Long Term Care Plan."
Schedule 12 is further amended by deleting the reference to "FT
Interactive Data Corporation ("FT Interactive")" appearing as "Service
Recipient" and replacing such reference with a reference to "Interactive
Data Corporation ("IDCO")" and by replacing all references to "FT
Interactive Data" with a reference to "IDCO".
7. Schedule 13 is amended by deleting the first two paragraphs under the
subheading "Service Description" and inserting the following new paragraph
in lieu thereof: "As of August 31, 2001, FT Interactive Data Corporation
has ceased participation in any new Share Bonus Plans and only
participates in this plan to the extent that employees had balances or
plans that have not yet matured." Schedule 13 is further amended by
deleting the two paragraphs under the "Fees" subheading and inserting the
following text in lieu thereof: "Pearson will invoice FT Interactive Data
a nominal amount in respect of the residual record keeping performed by
Pearson in respect of existing account balances and unmatured plans."
Schedule 13 is further amended by deleting the reference to "FT
Interactive Data Corporation ("FT Interactive")" appearing as "Service
Recipient" and replacing such reference with a reference to "Interactive
Data Corporation ("IDCO")" and by replacing all references to "FT
Interactive Data" with a reference to "IDCO".
8. Schedule 14 is amended by deleting the reference to "FT Interactive Data
Corporation ("FT Interactive")" appearing as "Service Recipient" and
replacing such reference with a reference to "Interactive Data Corporation
("IDCO")" and by replacing all references to "FT Interactive Data" with a
reference to "IDCO".
9. Schedule 19 is deleted in its entirety and replaced with revised Schedule
19, a copy of which is attached hereto.
10. Schedule 21 is deleted in its entirety.
11. Schedule 26 is amended is amended by adding the following new text to the
"Fees" subheading after the text "No Fees": "Pearson may instruct vendors
to xxxx Interactive directly in respect of charges incurred under Pearson
group purchasing contracts, and Interactive shall pay vendors directly in
respect Interactive purchases under group purchasing contracts. If vendors
xxxx Xxxxxxx directly, Pearson will pay the vendors and xxxx Interactive
for such amounts at cost with no xxxx-up."
12. Schedule 31 is deleted in its entirety and replaced with revised Schedule
31, a copy of which is attached hereto.
13. Schedule 41, a copy of which is attached hereto, is added as a new
Schedule to the MSA.
Except as hereby expressly amended, the MSA is in all other respects
ratified and confirmed. This Amendment shall be subject to all of the terms and
conditions of the
MSA. Except as hereby amended, the MSA is in all other respects ratified and
confirmed.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment
as of the Effective Date.
XXXXXXX PLC
By:
---------------------------------
Name:
Title:
INTERACTIVE DATA
CORPORATION
By:
---------------------------------
Name:
Title:
SCHEDULE 19
INSURANCE COVERAGE SERVICES
(MODIFIED SEPTEMBER 2004)
Service Provider: Xxxxxxx plc ("Pearson")
Service Recipient: Interactive Data Corporation ("Interactive")
Service Description: Pearson will cause Interactive and its subsidiaries to be
covered by the following insurance policies:
1. Material Damage, Business Interruption FM Global
UK020368
2. Marine Cargo - Norwich Union Insurance Company
23656836CXC
3. UK Terrorism FM Global UK020368
4. California Earthquake - Mt Xxxxxx Insurance Company/
Great American Alliance Insurance Company / Greenwich
Insurance Company / Essex Insurance Company MDC
0301473/ CPP 5663628-1/ ACG 3363628-1/ ESP 2045
5. Public and Products Liability, Special Liabilities
(Professional Indemnity, Media Liability) - Chubb
Insurance Company of Europe 79829267
6. Excess Public Liability - AIG/AXA -XUK
0000729L104A/320141654
7. UK Employer's Liability - Chubb Insurance Company of
Europe 79829267
8. UK Automobile - Zurich Insurance Policy Number
CP307890/ CY308290 (Eire)
9. US Workers Compensation & Automobile - Discover Re
D001W00252 (All other States)/ D001W00253 (Nevada)/
D001W00254 (Hawaii and New Jersey) D001W00255
(Alaska, Oregon and Wisconsin)
10. Crime - Ace Insurance Policy Number 36UK525004
11. UK Money - Zurich Commercial 51437424
12. UK Personal Accident and Travel - Chubb Insurance
64774076
13. Directors and Officers Liability - Chubb/
ACE-81425369H/30UKC10837
14. US Fiduciary Liability - Federal Policy Number
8095-69-63H and ERISA Bond - Federal Policy Number
8127-53-57C
Note that the description, insurer and policy number of the
above may vary from time to time.
Primary Contacts: Group Insurance Manager, Xxxxxxx plc, 00 Xxxxxx, Xxxxxx,
XX0X 0XX, Xxxxxxx Chief Financial Officer, Interactive Data
Corporation, 00 Xxxxxx Xxxxx, Xxxxxxx, XX, 00000, X.X.X.
Fees: Costs will be allocated to Interactive on the following
basis:
1. Material Damage, Business Interruption and Marine Cargo
- property and sales values
2. UK Terrorism - property and sales values
3. California Earthquake - property and sales values
4. Public and Products Liability, Special Liabilities -
sales values
5. Excess Liability - sales values
6. UK Employer's Liability - employee numbers and payroll
7. UK Automobile - vehicle numbers
8. US Workers Compensation & Automobile- payroll (workers
compensation) and vehicle numbers (automobile)
9. Crime - employee numbers & wageroll
10. UK Money - sales values
11. UK Personal Accident and Travel - employee numbers &
wageroll
12. Directors and Officers Liability - for 2000/2001 capped
at the 1999/2000 Interactive Data Corporation D&O
premium (i.e., 237,087 GBP)
13. Fiduciary Liability and ERISA Bond 1999/2000 - employee
numbers
The costs allocated to Interactive will also include a
prorated broker fee in respect of Interactive's
participation in the services covered by this Schedule and
a contribution to US Risk Management Services.
Note that claims history will also be factored in to any
premium allocations.
In addition, Interactive will meet the cost of any risk
management services provided to Interactive by FM Global
(for property loss control surveys) or such similar risk
management service provider and will also pay a reasonable
contribution towards insurance broking fees incurred by
Pearson for placing and handling the above insurance
covers.
Policy Deductibles: Interactive will be responsible for insurance policy
deductibles arising from Interactive's insurance claims
made under the above policies. Interactive's responsibility
for policy deductibles shall continue for (a) claims still
outstanding at the termination of Insurance Coverage
Services under this Agreement and (b) claims that are
submitted to insurers after the termination of Insurance
Coverage Services under this Agreement.
Service Period: Commencing February 29, 2000 and continuing thereafter
until such time as the service is terminated in accordance
with the terms of the Agreement.
Notice Period for Interactive may terminate the Insurance Coverage Services
Termination: on May 31, 2001 and annually thereafter on May 31 provided
that 60 days notice is provided to Xxxxxxx'x Group
Insurance Manager. Pearson may terminate the Insurance
Coverage Services on 180 days' notice to Interactive.
SCHEDULE 31
TAX RELATED SERVICE
(MODIFIED SEPTEMBER 2004)
Service Providers: Xxxxxxx plc. ("Pearson")
Service Recipients: Interactive Data Corporation (IDCO) and subsidiaries
Primary Contacts: V.P. of Taxation, Xxxxxxx Inc. (Xxxxxx Xxxxxxx or his
successor)
Tax Manager, Xxxxxxx plc. (Xxxxxxxxx Xxxxxxxx or her
successor)
Tax Director, IDCO (Xxxxxx Xxxxxxxxxx or his successor)
European Finance Director, FTIDE (Xxxxxxx Xxxxxxx or his
successor)
Controller, IDCO (Xxxxxxxxx Xxxxxxx or her successor)
Senior VP Finance, IDCO (Xxxxxxx Xxxxxx or his successor)
Service
Description: Pearson will provide Interactive Data and its subsidiaries
with the following tax services:
1. Tax compliance services - U.S. and U.K. (including,
review, advice and preparation of U.K. returns);
2. U.S. and U.K. audit assistance, as and if requested;
3. Advise and assist with respect to mergers and
acquisitions, as and if requested;
4. Assistance with special projects, as and if requested.
5. US California state income tax return cooperation -
California permits combined reporting of IDCO and the
Pearson Group of companies. If IDCO determines it could
benefit from the use of Xxxxxxx'x California net
operating losses (NOLs), then IDCO shall notify Pearson
that it elects to use the NOLs.
Fees: In respect of 1 above, FTIDE UK shall pay 20,000 GBP.
In respect of 2, 3 and 4 above, Interactive shall pay 70%
of the PricewaterhouseCoopers standard fee (hourly fee)
charged to Pearson for tax related assistance in connection
with the services performed.
In respect of 5 of above, Pearson and IDCO will negotiate a
percentage of the net savings realized by IDCO to be paid
by IDCO to Pearson for the use of the NOLs. Pearson will
integrate the IDCO unitary return in the Pearson combined
California return (at no additional cost to IDCO).
Service Period: Commencing February 29, 2000 and continuing thereafter for
consecutive one-year terms until terminated on 180 days
advance written notice.
SCHEDULE 41
FTS SERVICES
Service Provider: FT Interactive Data (Europe) Limited
Service Recipient: Xxxxxxx Inc. ("Pearson")
Service FT Interactive Data (Europe) Ltd will provide Pearson with
Description: an FTS file of Exchange rates. These Exchange rates are
used for publishing on the Pearson website.
A06494 End of Day Exchange Rates
Primary Contacts: Corporate Communications Coordinator
(currently Xxxxxxxxx Xxxxxx)
Xxxxxxx plc
00 Xxx Xxxxxx, Xxxxxx, XX0X 0XX
Account Manager (currently Xxxxxx Xxxxx)
FT Interactive Data, Xxxxxxx Xxxxx, 00-00 Xxxxxxx
Xxxxxx, Xxxxxx, XX0X 0XX
Fees: 1,000 GBP pa
Fees quoted are exclusive of VAT and all fixed/ minimum
charges will be subject to annual increases as notified in
advance and will be billed 6 monthly in advance
Service Period: Commencing February 20, 2001
Notice Period for 3 months from each quarter end
Termination:
