Exhibit 24
EXECUTION COPY
AMENDMENT NO. 2
TO
STOCK AND ASSET PURCHASE AGREEMENT
THIS AMENDMENT NO. 2 to the Stock and Asset Purchase Agreement (this
"Amendment") is entered into as of this 3rd day of June, 2005, by and among
MONEYLINE TELERATE HOLDINGS, INC., a Delaware corporation ("MTH"), REUTERS
LIMITED, a corporation organized under the laws of England and Wales
("Limited"), REUTERS S.A., a corporation organized under the laws of Switzerland
("RSA"; Limited and RSA being referred to collectively as "Reuters").
W I T N E S S E T H:
WHEREAS, MTH, Reuters and certain other parties have previously
entered into that certain Stock and Asset Purchase Agreement by and among them
dated December 20, 2004, as amended (the "Purchase Agreement");
WHEREAS, pursuant to Section 10.9 of the Purchase Agreement, the
Purchase Agreement may be amended by a written instrument signed on behalf of
MTH and Reuters; and
WHEREAS, MTH and Reuters wish to amend the Purchase Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements hereinafter contained, the parties hereby agree as
follows:
SECTION 1. Definitions. Capitalized terms used but not defined herein
shall have the meaning given to them in the Purchase Agreement.
SECTION 2. Amendments to Purchase Agreement. The Purchase Agreement,
including the Exhibits and Schedules thereto, is hereby amended as of the date
hereof as follows:
(a) Section 1.1 is hereby amended to add the following definition:
""Calculation Date" means June 1, 2005."
(b) Section 1.1 is hereby amended to add the following definition:
""Closing Balance Sheet Date" means May 31, 2005."
(c) The definition of "Escrow Amount" contained in Section 1.1 of the
Purchase Agreement is hereby amended and restated in its entirety to state as
follows:
""Escrow Amount" means (i) an amount in cash equal to
$30,000,000, (ii) the Disputed WC Escrow Amount, if any, (iii) the
Retention Bonuses Escrow Amount, and (iv) one or more stock
certificates, together with stock powers executed in blank,
representing the SAVVIS Escrow Shares."
(d) The definition of "SAVVIS Escrow Shares" contained in Section 1.1
of the Purchase Agreement is hereby amended and restated in its entirety to
state as follows:
""SAVVIS Escrow Shares" means such number of shares of
SAVVIS Stock as shall have an aggregate SAVVIS Stock Fair Market
Value on the Calculation Date of $15,000,000."
(e) Section 9.8 and the definition of "SAVVIS Stock" contained in
Section 1.1 are each hereby amended to substitute the phrase "Series A
Convertible Preferred Stock" for each occurrence of the phrase "Series A
Convertible Redeemable Preferred Stock" in such Section and definition.
(f) Section 2.3.16 is hereby amended and restated in its entirety to
state as follows:
2.3.16 Reuters shall deliver to OEP the Letter of Credit,
together with a certificate executed by a Director of Limited and
addressed to OEP and XX Xxxxxx Xxxxx Bank, N.A., dated the Closing
Date, certifying that no request for a draw under the Letter of
Credit was made and requesting immediate termination of the Letter of
Credit.
(g) Section 2.5.1 is hereby amended and restated in its entirety to
state as follows:
"2.5.1 No later than one hundred twenty (120) days after
the Closing Date (subject to the Sellers providing the access
described below), Reuters shall cause to be prepared and delivered to
MTH, an unaudited consolidated balance sheet of the Business as of
the close of business on the Closing Balance Sheet Date (the "Closing
Balance Sheet") and the Closing Statement (as defined below) setting
forth Reuters' calculation of Closing Working Capital derived from
the Closing Balance Sheet and prepared in accordance with Exhibit XI.
The closing statement (the "Closing Statement") shall present the Net
Working Capital as of the close of business on the Closing Balance
Sheet Date ("Closing Working Capital") as derived from the Closing
Balance Sheet, and the Closing Statement shall have been audited in
accordance with auditing standards generally accepted in the United
States and in accordance with the accounting principles set forth on
Exhibit XI (the "Agreed Principles") by a nationally recognized
independent accounting firm experienced in audit projects. "Net
Working Capital" means those consolidated current assets of the
Business, reduced by those consolidated current liabilities of the
Business, in each case as determined in accordance with the Agreed
Principles. The preparation of the Closing Balance Sheet and the
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Closing Statement shall be for the sole purpose of determining Net
Working Capital as of the close of business on the date immediately
prior to the Calculation Date. Attached hereto as Exhibit XI is a
schedule intended to show an illustrative calculation of Net Working
Capital after giving effect to the adjustments required in the Agreed
Principles ("Reference Statement"). Following the Closing, the
Sellers shall give Reuters and its independent auditors sufficient
access to their books, records and personnel to allow them to prepare
and audit the Closing Balance Sheet and the Closing Statement of
Closing Working Capital. The Sellers and the Sellers' accountants
shall (subject to execution by the Sellers and the Sellers'
accountants of such documents as reasonably requested by such
accountants) have sufficient access to Reuters' personnel and
Reuters' accountants and to examine the work papers, schedules and
other documents prepared or reviewed by Reuters' accountants in
connection with the preparation of their report on the Closing
Statement of Closing Working Capital and Reuters' personnel and
Reuters' accountants shall cooperate with Sellers in connection
therewith. Any disputes with respect to the Net Working Capital
calculation shall be resolved as set forth in Section 2.5.3.2.
(h) A new Section 6.31 is added to state as follows:
"Section 6.31 Restriction on Distributions. Without limiting the
obligations of the Sellers under Section 6.3, between the close of
business the date immediately prior to on the Calculation Date and
the Closing, the Sellers shall not make or cause to be made any
payment or distribution of any nature whatsoever from the Purchased
Subsidiaries to the Sellers or from the Sellers to any Affiliates of
the Sellers, other than distributions of any Excluded Assets and
distributions expressly contemplated to be made pursuant to Sections
2.3.2 and 2.3.3, and as set forth on Schedule F."
(i) A new Section 6.32 is added to state as follows:
"Section 6.32 Retention Bonuses Escrow Amount. MTH and Reuters agree
that:
6.32.1 An amount equal to $9,522,385, representing the sum
of (a) estimates of the aggregate maximum amount of retention bonuses
to which the Business Employees specified by MTH to Reuters in
writing prior to the Closing Date may be entitled after the Closing
pursuant to the Moneyline Telerate Retention Bonus Plan (the "MTH
Retention Plan"), based upon the retention bonus amounts awarded to
such Business Employees by MTH as specified by MTH to Reuters in
writing prior to the Closing Date, plus (b) estimates of the
aggregate amount of all Taxes payable thereon by Reuters or any of
their Subsidiaries including the Purchased Subsidiaries, shall be
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delivered by the Purchasers to the Escrow Agent in cash at the
Closing (the "Retention Bonuses Escrow Amount").
6.32.2 Upon or as soon as practicable after the thirty
(30) day anniversary of the Closing Date, Reuters shall confirm to
MTH the aggregate amount of retention bonuses paid to those Business
Employees specified by MTH to Reuters in writing prior to the Closing
Date who have satisfied the conditions under the MTH Retention Plan
for payment of the retention bonus amounts awarded to such Business
Employees by MTH as specified by MTH to Reuters in writing prior to
the Closing Date, together with the aggregate amount of all Taxes
payable thereon by Reuters or any of their Subsidiaries including the
Purchased Subsidiaries (the "MTH Retention Payments"), and MTH and
Limited shall deliver joint written instructions to the Escrow Agent
(a) to disburse to or as directed by Limited an amount equal to the
MTH Retention Payments from the Retention Bonuses Escrow Amount, and
(b) to disburse to MTH an amount equal to the remainder, if any, of
the Retention Bonuses Escrow Amount after deducting the payments
under clause (a) of this Section 6.32.2."
(j) A new Section 6.33 is added to state as follows:
"Section 6.33 Post-Closing Obligations Relating to Trademark Chain of
Title and Domain Names. Following the Closing, the Sellers agree to
take the following measures: (a) to complete the recordations and/or
registrations necessary to reflect a clear and unbroken chain of
title from the original applicants to the Sellers of the TELERATE
Marks, (i) in connection with recordation and/or registration
documentation already provided by the Sellers to their local
trademark agents but not yet filed, instructing their local trademark
agents to accept instructions from the Purchasers in completing such
filing at the Sellers' expense, (ii) in connection with recordation
and/or registration documentation collected and prepared by the
Sellers but not yet provided to their local trademark agents for
filing, providing the Purchasers with such documentation for the
Purchasers' local trademark agents to file, and (iii) using
commercially reasonable efforts to provide the Purchasers with powers
of attorney for all current and former Affiliates of the Sellers that
are in the chain of title to such TELERATE Marks whose ownership
interest has not yet been recorded; and (b) to use their commercially
reasonable efforts to undertake and complete the transfer procedure
of the Sellers' domain names, whether online or otherwise, as
required by the relevant domain name registrars, and provide the
Purchasers with any and all related user names and passwords for the
relevant domain name accounts such that the Purchasers will have
direct access to such accounts."
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(k) A new Section 6.34 is added to state as follows:
"Section 6.34. Exchange Fee Accruals. It is agreed by the parties
that the exchange fee accruals of $3,700,000, reduced by cash
payments made or agreed settlement amounts set forth in reasonable
binding documentation entered into from October 31, 2004 through the
close of business on the Closing Balance Sheet Date in an aggregate
amount of $1,300,000, are deemed adequate as of the Closing Balance
Sheet Date, and such reduced accruals will not be disputed in the
determination of Final Working Capital pursuant to Section 2.5."
(l) Clause (e) of Section 9.1.3 is hereby amended in its entirety to
state as follows:
"(e) any Liabilities in respect of fees or payments owed by the
Business Entities to Data Providers in excess of $3,700,000 in the
aggregate for content provided to the Business prior to the date
hereof which are determined to be due pursuant to audit or similar
procedures; provided, that any such amounts are payable in respect of
Liabilities of the Business Entities incurred prior to the Closing;"
(m) Section 9.1.3 is hereby amended by adding the following at the
end of such Section:
"; and (k) any claims against Reuters and its Affiliates (including
the Purchased Subsidiaries) in respect of the MTH Retention Plan."
(n) Sections 9.1.6, 9.1.7, 9.1.9 and 9.8 are each hereby amended to
substitute the phrase "SAVVIS Stock Fair Market Value as of the Calculation
Date" for each occurrence of the phrase "SAVVIS Stock Fair Market Value as of
the Closing Date" or "SAVVIS Stock Fair Market Value on the Closing Date" in
such Sections.
(o) Exhibit X of the Purchase Agreement is hereby amended by adding
the following at the end of such Exhibit:
"(l) any and all obligations, expenses or exposures with
respect to termination of employees in France by the Business
Entities or in which the Business Entities were involved prior to the
Closing."
(p) Exhibit XI of the Purchase Agreement is hereby amended and
restated in its entirety as set forth in Annex A hereto.
(q) A new Schedule F - "Sellers' Closing Plan of Action", attached
hereto as Annex B, is hereby added to the Schedules annexed to the Purchase
Agreement.
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SECTION 3. No Implied Amendments. Except as herein provided, the
Purchase Agreement shall remain in full force and effect and is ratified in all
respects. On and after the effectiveness of this Amendment, each reference in
the Purchase Agreement to "this Agreement," "hereunder," "hereof," "herein" or
words of like import, and each reference to the Purchase Agreement in any other
agreements, documents or instruments executed and delivered pursuant to the
Purchase Agreement, including without limitation, the Ancillary Agreements,
shall mean and be a reference to the Purchase Agreement, as amended by this
Amendment.
SECTION 4. Counterparts. This Amendment may be executed by the
parties hereto in several counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.
[Signatures Follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the day and year first above written.
MONEYLINE TELERATE HOLDINGS, INC.,
for itself and on behalf of the other Sellers
By: /s/ Xxxxxxx X. Xxxxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: President
REUTERS LIMITED
By: /s/ Xxxx Xxxx
-----------------------------------------
Name: Xxxx Xxxx
Title: Attorney-in-Fact
REUTERS S.A.
By: /s/ Xxxx Xxxx
-----------------------------------------
Name: Xxxx Xxxx
Title: Attorney-in-Fact
SIGNATURE PAGE TO AMENDMENT NO. 2 TO THE SHARE AND ASSET PURCHASE AGREEMENT
ANNEX A
EXHIBIT XI
AGREED PRINCIPLES
The Closing Balance Sheet and the Closing Statement of Closing Working Capital
shall: (a) each be prepared (i) in accordance with GAAP applied in a manner
consistent with the preparation of the Balance Sheet and (ii) using the same
accounting methods, policies, practices and procedures, with consistent
classifications, judgments and estimation methodology, as were used in the
preparation of the Financial Statements to the extent the same were in
accordance with GAAP, as such principles, accounting methods, policies,
practices, procedures, classifications, judgments and estimation methodology are
modified by the Agreed Principles; and (b) in the case of the Closing Statement
of Closing Working Capital, fairly present, in all material respects, the
consolidated working capital position of the Business, excluding the Excluded
Assets and Excluded Liabilities, as of the close of business on the Closing
Balance Sheet Date without giving effect to any purchase accounting adjustments
arising from the sales of Transferred Assets and Purchased Subsidiaries as
contemplated by the Agreement. Notwithstanding any provision of this Exhibit XI
or the Agreement to the contrary, the Agreed Principles shall govern in the
event and to the extent the Agreed Principles are in conflict with GAAP or the
accounting methods, policies, practices, procedures, classifications, judgments
and estimation methodology used in the preparation of the Financial Statements.
The Reference Statement represents solely a good faith attempt by the parties to
illustrate a calculation of Net Working Capital as of the date of such statement
as if it were the close of business on the Closing Balance Sheet Date on the
basis set forth herein and is intended as an aid in interpreting these Agreed
Principles (including especially as to the general categories of items
specifically enumerated as included) but shall not be binding, and shall not be
deemed to modify in any respect the Agreed Principles, GAAP and the accounting
methods, policies, practices, procedures, classifications, judgments and
estimation methodology used in the preparation of the Financial Statements.
Notwithstanding any provision of the Agreement to the contrary (except as
provided in Section c below), the parties hereto agree and acknowledge that the
Closing Balance Sheet and the Closing Statement of Closing Working Capital shall
not reflect any Tax assets or Tax liabilities (to the extent a Seller or its
Affiliate has indemnified or is obligated to indemnify the Purchasers or their
Affiliates therefor), in each case, whether current, deferred or otherwise.
The following accounting policies apply to the determination of
Closing Working Capital.
A. TRADE AND DISTRIBUTOR RECEIVABLE RESERVE
The trade and distributor accounts receivable reserve shall equal the
sum of (i) specific gross trade and distributor accounts receivable identified
as being uncollectible and (ii) the remaining gross trade and distributor
accounts receivable greater than 180 days past due and 50% of the remaining
gross trade and distributor accounts receivable greater than 90 days past due
but less than 180 days past due. For the avoidance of doubt, all reserves for
trade and distributor receivables shall be reflected on a gross basis with
respect to value added taxes, goods and services taxes, and similar taxes.
A-1
B. EXCLUDED ASSETS
All Excluded Assets shall be excluded from the Closing Statement of Closing
Working Capital.
C. EXCLUDED LIABILITIES
All Excluded Liabilities shall be excluded from the Closing Statement of Closing
Working Capital with the exception of sales tax accrued and unpaid at the close
of business on the Closing Balance Sheet Date for the Purchased Subsidiaries.
D. LEASE ACCRUAL
The current liability for the lease termination accrual shall only include the
amounts due within the succeeding twelve months.
E. ACCRUED VACATION
Closing Working Capital shall include an accrual for unused vacation (based on
actual time accrued by each individual Transferred Employee) in accordance with
the Business Entities' HR policy.
F. BONUSES
Closing Working Capital shall include liabilities for employee bonuses based
upon the Business Entities' existing plans and practices, and individual
contracts, in each case, as such plans, practices and contracts relate only to
Transferred Employees, to the extent the Purchased Subsidiaries, the Purchasers
or any Affiliate thereof has liability therefor. For purposes of the computation
of Closing Working Capital, the discretionary portion of the bonus accrual set
forth on the Reference Statement shall only be reduced for cash payments or
agreed settlement amounts set forth in reasonable binding documentation prior to
the close of business on the date immediately prior to the Calculation Date.
G. COMMISSIONS
Closing Working Capital shall include an accrual for commissions (based upon
actual amounts payable to employees) in accordance with the Business Entities'
commission plan. For purposes of the computation of Closing Working Capital, the
commission accrual set forth on the Reference Statement shall only be reduced
for cash payments or agreed settlement amounts set forth in reasonable binding
documentation prior to the close of business on the date immediately prior to
the Calculation Date.
H. DATA FEES AND COMMUNICATION ACCRUALS
The accruals for the obligations to pay fees or other amounts to data providers,
SAVVIS or other network, field service or communication providers shall provide
for (i) all outstanding and unpaid invoices for periods up to the close of
business on the Closing Balance Sheet Date and, if the latest period invoiced
for each such provider ends before the close of business on the date immediately
prior to the Calculation Date, an estimate from the end of such period through
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the close of business on the Closing Balance Sheet Date and (ii) an estimate of
the fees due to data providers, SAVVIS or other network, field service or
communication providers, which were not invoiced prior to the close of business
on the date immediately prior to the Calculation Date. For purposes of the
computation of Closing Working Capital, the data fees (including the exchange
fee audits) and communication accruals set forth on the Reference Statement
shall only be reduced for cash payments or agreed settlement amounts set forth
in reasonable binding documentation prior to the close of business on the date
immediately prior to the Calculation Date.
I. TRANSITION SERVICES AGREEMENT ASSETS AND LIABILITIES
Current assets and current liabilities related to the Transition Services
Agreement included in the Closing Statement of Closing Working Capital shall be
limited to amounts invoiced, but unpaid, with respect to periods up until the
close of business on the date immediately prior to the Calculation Date,
including invoices, with respect to the period ending on the close of business
on the date immediately prior to the Calculation Date, to be issued after the
close of business on the Closing Balance Sheet Date but prior to the delivery by
the Purchasers of the Closing Statement of Closing Working Capital pursuant to
Section 2.5.1. Moneyline Deferred Amounts and Reuters Deferred Amounts under and
as defined in the TSA Amendment, and any interest in respect thereof, shall not
be included on the Closing Statement of Closing Working Capital.
J. SELLER RESTRUCTURING ACTIONS
No current asset or current liabilities shall be included for any items which
would constitute "Restructuring Cost Savings" under Section 2.6 of the Agreement
provided that such amount was not included in the adjustment to the Preliminary
Purchase Price actually made pursuant to Section 2.6.
K. ADVANCE PURCHASE PRICE LIABILITY
No advance Purchase Price liability resulting from the Interim Funding or any
accrued interest thereon shall be included on the Closing Statement of Closing
Working Capital.
L. ACCOUNTS RECEIVABLE AND ACCOUNTS PAYABLE
Accounts receivable and accounts payable shall be reflected on a gross basis
with respect to value added taxes, goods and services taxes, and similar taxes.
A-3
ANNEX B
SCHEDULE F (SELLERS' CLOSING PLAN OF ACTION)
B-1
CLOSING PLAN OF ACTION
REUTERS ACQUISITION OF MONEYLINE TELERATE
June 3, 2005
The following actions shall be deemed to occur simultaneously at the Closing,
except for items 21 through 24, which shall occur sequentially and shall be
taken immediately following the other actions set forth below.
1. Moneyline Telerate Holdings, Inc. shall terminate the employment by Moneyline
Telerate Holdings, Inc. of certain employees identified by the Purchasers (as
defined in the Purchase Agreement) to be terminated.
2. Moneyline Telerate shall distribute to Moneyline Telerate Holdings, Inc. all
intercompany accounts receivables and notes receivable from any direct or
indirect subsidiary of Moneyline Telerate Holdings, Inc. (each, an "Affiliate").
Moneyline Telerate Holdings, Inc. shall acquire such intercompany accounts and
notes receivable.
3. Moneyline Telerate Holdings, Inc. shall contribute to the capital of
Moneyline Telerate or assume, as appropriate, any intercompany accounts payable
and notes payable from Moneyline Telerate to an Affiliate.
4. Moneyline Telerate International shall distribute to Moneyline Telerate
Holdings, Inc. all intercompany accounts receivables and notes receivable from
any Affiliate. Moneyline Telerate Holdings, Inc. shall acquire such intercompany
accounts and notes receivable.
5. Moneyline Telerate Holdings, Inc. shall contribute to the capital of
Moneyline Telerate International or assume, as appropriate, any intercompany
accounts payable and notes payable from Moneyline Telerate International to an
Affiliate.
6. Moneyline Network, Inc. shall distribute to Moneyline Telerate Holdings, Inc.
all intercompany accounts receivables and notes receivable from any Affiliate.
Moneyline Telerate Holdings, Inc. shall acquire such intercompany accounts and
notes receivable.
7. Moneyline Telerate Holdings, Inc. shall contribute to the capital of
Moneyline Network, Inc. or assume, as appropriate, any intercompany accounts
payable and notes payable from Moneyline Network, Inc. to an Affiliate.
8. Moneyline Network, Inc. shall effect a distribution of Moneyline Network,
Inc.'s entire equity interest in MarketAxess Holdings Inc. to Moneyline Telerate
Holdings, Inc.
9. Moneyline Telerate shall effect a distribution of Moneyline Telerate's entire
equity interest in XxxXxxx.xx Inc. to Moneyline Telerate Holdings, Inc.
10. Moneyline Telerate shall execute, and shall obtain execution by Moneyline
Telerate Holdings, Inc., Moneyline Telerate International, Moneyline Network,
Inc. and One Equity Partners LLC, of an Agreement of Modification of Contract,
whereby Moneyline Telerate will be released from all of its rights and
obligations in the Term Loan and Guarantee Agreement, dated as of September 26,
2003, as amended by the Second, Third, Fourth, Fifth and Sixth Amendments
thereto, between Moneyline Telerate Holdings, Inc., Moneyline Telerate,
Moneyline Telerate International, Moneyline Network, Inc., Moneyline Networks,
LLC and One Equity Partners LLC.
11. Moneyline Telerate International shall execute, and shall obtain execution
by Moneyline Telerate Holdings, Inc., Moneyline Telerate, Moneyline Network,
Inc. and One Equity Partners LLC, of an Agreement of Modification of Contract,
whereby Moneyline Telerate International will be released from all of its rights
and obligations in the Term Loan and Guarantee Agreement, dated as of September
26, 2003, as amended by the Second, Third, Fourth, Fifth and Sixth Amendments
thereto, between Moneyline Telerate Holdings, Inc., Moneyline Telerate,
Moneyline Telerate International, Moneyline Network, Inc., Moneyline Networks,
LLC and One Equity Partners LLC.
12. Moneyline Network, Inc. shall execute, and shall obtain execution by
Moneyline Telerate Holdings, Inc., Moneyline Telerate International, Moneyline
Telerate and One Equity Partners LLC, of an Agreement of Modification of
Contract, whereby Moneyline Network, Inc. will be released from all of its
rights and obligations in the Term Loan and Guarantee Agreement, dated as of
September 26, 2003, as amended by the Second, Third, Fourth, Fifth and Sixth
Amendments thereto, between Moneyline Telerate Holdings, Inc., Moneyline
Telerate, Moneyline Telerate International, Moneyline Network, Inc., Moneyline
Networks, LLC and One Equity Partners LLC.
13. Moneyline Telerate shall execute, and shall obtain execution by Moneyline
Telerate Holdings, Inc., Moneyline Telerate International, Moneyline Network,
Inc. and One Equity Partners LLC, of an Agreement of Modification of Contract,
whereby Moneyline Telerate will be released from all of its rights and
obligations in the Security Agreement, dated as of September 26, 2003, as
amended by the Second, Third, Fourth, Fifth and Sixth Amendments thereto,
between Moneyline Telerate Holdings, Inc., Moneyline Telerate, Moneyline
Telerate International, Moneyline Network, Inc., Moneyline Networks, LLC and One
Equity Partners LLC.
14. Moneyline Telerate International shall execute, and shall obtain execution
by Moneyline Telerate Holdings, Inc., Moneyline Telerate, Moneyline Network,
Inc. and One Equity Partners LLC, of an Agreement of Modification of Contract,
whereby Moneyline Telerate International will be released from all of its rights
and obligations in the Security Agreement, dated as of September 26, 2003, as
amended by the Second, Third, Fourth, Fifth and Sixth Amendments thereto,
between Moneyline Telerate Holdings, Inc., Moneyline Telerate, Moneyline
Telerate International, Moneyline Network, Inc., Moneyline Networks, LLC and One
Equity Partners LLC.
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15. Moneyline Network, Inc. shall execute, and shall obtain execution by
Moneyline Telerate Holdings, Inc., Moneyline Telerate International, Moneyline
Telerate and One Equity Partners LLC, of an Agreement of Modification of
Contract, whereby Moneyline Network, Inc. will be released from all of its
rights and obligations in the Security Agreement, dated as of September 26,
2003, as amended by the Second, Third, Fourth, Fifth and Sixth Amendments
thereto, between Moneyline Telerate Holdings, Inc., Moneyline Telerate,
Moneyline Telerate International, Moneyline Network, Inc., Moneyline Networks,
LLC and One Equity Partners LLC.
16. Moneyline Telerate International shall execute, and shall obtain execution
by Moneyline Telerate Holdings, Inc. and One Equity Partners LLC, of an
Agreement of Modification of Contract, whereby Moneyline Telerate International
will be released from all of its rights and obligations in the Pledge Agreement,
dated as of September 26, 2003, as amended by the Second, Third, Fourth, Fifth
and Sixth Amendments thereto, between Moneyline Telerate Holdings, Inc.,
Moneyline Telerate International and One Equity Partners LLC.
17. Moneyline Telerate International shall execute, and shall obtain execution
by Moneyline Telerate Holdings, Inc. and One Equity Partners LLC, of an
Agreement of Modification of Contract, whereby Moneyline Telerate International
will be released from all of its rights and obligations in the Grant of Security
Interest In and Mortgage of United States Trademarks and Patents, dated as of
September 26, 2003, as amended by the Second, Third, Fourth, Fifth and Sixth
Amendments thereto, between Moneyline Telerate Holdings, Inc., Moneyline
Telerate International and One Equity Partners LLC.
18. Moneyline Telerate Holdings, Inc. shall deliver to Reuters the resignations
of all of the directors and officers of the Purchased Subsidiaries (as defined
in the Purchase Agreement).
19. The Sellers shall deliver to the appropriate Purchaser or Purchasers, an
Assignment of Leases (as defined in the Purchase Agreement) for each Leased Real
Property (as defined in the Purchase Agreement) that is a Transferred Asset (as
defined in the Purchase Agreement).
20. The Sellers shall terminate any and all written or unwritten tax sharing,
allocation, indemnity and similar agreements or arrangements between or among
the Sellers on the one hand and any Purchased Subsidiary (as defined in the
Purchase Agreement), on the other hand.
21. The Sellers (as defined in the Purchase Agreement) shall execute,
acknowledge and deliver to the Purchasers bills of sale, endorsements and other
instruments of sale, conveyance, transfer and assignment.
22. Moneyline Telerate International shall effect a distribution of Moneyline
Telerate International's entire equity interest in Moneyline Telerate (Canada),
Inc., Moneyline Telerate (Global) SARL, Moneyline Telerate (Australia) Pty. Ltd.
and Moneyline Telerate (Thailand) Ltd. to Moneyline Telerate Holding, Inc.
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23. Moneyline Network, Inc. shall effect a distribution of the Moneyline
Network, Inc.'s entire equity interest in Moneyline Network U.K./Europe, Ltd. to
Moneyline Telerate Holdings, Inc.
24. Moneyline Telerate Holdings, Inc. shall deliver or cause to be delivered to
the Purchasers one or more stock certificates, together with stock powers
executed in blank, representing all of the issued and outstanding capital stock
of the Purchased Subsidiaries.
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