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EX-10.2 7 dex102.htm MASTER GUARANTEE AGREEMENT

Exhibit 10.2

EXECUTION VERSION

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 Agent

TABLE OF CONTENTS


				Page

ARTICLE I

DEFINITIONS

ARTICLE II

THE GUARANTEES



SECTION 2.01.	Guarantee	3
SECTION 2.02.	Guarantee of Payment; Continuing Guarantee	3
SECTION 2.03.	No Limitations	3
SECTION 2.04.	Reinstatement	5
SECTION 2.05.	Agreement to Pay; Subrogation	5
SECTION 2.06.	Information	5
SECTION 2.07.	[Reserved]	5
SECTION 2.08.	Payments Free of Taxes	5

ARTICLE III

INDEMNITY, SUBROGATION AND SUBORDINATION

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

ARTICLE V

MISCELLANEOUS



SECTION 5.01.	Notices	7
SECTION 5.02.	Waivers; Amendment	7
SECTION 5.03.	Administrative Agent153s Fees and Expenses; Indemnification	7
SECTION 5.04.	Successors and Assigns	8
SECTION 5.05.	Survival of Agreement	8
SECTION 5.06.	Counterparts; Effectiveness; Several Agreement	9
SECTION 5.07.	Severability	9
SECTION 5.08.	Right of Set-Off	9

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		Page

SECTION 5.09.	Governing Law; Jurisdiction; Consent to Service of Process; Appointment of Service of Process Agent		9
SECTION 5.10.	WAIVER OF JURY TRIAL		10
SECTION 5.11.	Headings		10
SECTION 5.12.	Termination or Release		10
SECTION 5.13.	Additional Subsidiary Guarantors		11

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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.

Reference is made to the Credit Agreement dated as of July 29, 2010 (as
amended, supplemented or otherwise modified from time to time, the “Credit
Agreement“), among Igloo Intermediate Corporation, a Delaware corporation
(“Holdings“), Igloo Merger Corporation, a Delaware corporation,
Interactive Data Corporation, a Delaware corporation (the “Borrower“),
the Lenders party thereto and Bank of America, N.A., as Administrative Agent.
The Lenders and the Issuing Banks have agreed to extend credit to the Borrower
subject to the terms and conditions set forth in the Credit Agreement. The
obligations of the Lenders and the Issuing Banks to extend such credit are
conditioned upon, among other things, the execution and delivery of this
Agreement. Holdings and the Subsidiary Guarantors are affiliates of the
Borrower, will derive substantial benefits from the extension of credit to the
Borrower pursuant to the Credit Agreement and are willing to execute and deliver
this Agreement in order to induce the Lenders and the Issuing Banks to extend
such credit. Accordingly, the parties hereto agree as follows:

ARTICLE I

Definitions

SECTION 1.01. Credit Agreement. (a) Capitalized terms used in this
Agreement (including in the introductory paragraph hereto) and not otherwise
defined herein have the meanings specified in the Credit Agreement.

(b) The rules of construction specified in Section 1.03 of the Credit
Agreement also apply to this Agreement, mutatis mutandis.

SECTION 1.02. Other Defined Terms. As used in this Agreement, the
following terms have the meanings specified below:

“Agreement” has the meaning assigned to such term in the preamble to
this Agreement.

“Borrower” has the meaning assigned to such term in the introductory
paragraph to this Agreement.

“Claiming Party” has the meaning assigned to such term in Section
3.02.

“Contributing Party” has the meaning assigned to such term in Section
3.02.

“Credit Agreement” has the meaning assigned to such term in the
introductory paragraph to this Agreement.

“Guaranteed Cash Management Obligations” means the due and punctual
payment and performance of all obligations of Holdings, any Intermediate Parent,
the Borrower and the Subsidiaries in respect of any overdraft and related
liabilities arising from treasury, depository and cash management services or
any automated clearing house transfers of funds provided to Holdings, any
Intermediate Parent, the Borrower or any Subsidiary (whether absolute or
contingent and howsoever and whensoever created, arising, evidenced or acquired
(including all renewals, extensions and modifications thereof and substitutions
therefor)) that are (a) owed to the Administrative Agent or any of its
Affiliates, (b) owed on the Effective Date to a Person that is a Lender or an
Affiliate of a Lender as of the Effective Date or (c) owed to a Person that is a
Lender or an Affiliate of a Lender at the time such obligations are incurred.

“Guaranteed Obligations” means (a) the Loan Document Obligations, (b)
the Guaranteed Cash Management Obligations and (c) the Guaranteed Swap
Obligations.

“Guaranteed Parties” means (a) each Lender, (b) each Issuing Bank, (c)
the Administrative Agent, (d) each Joint Bookrunner, (e) each Person to whom any
Guaranteed Cash Management Obligations are owed, (f) each counterparty to any
Swap Agreement the obligations under which constitute Guaranteed Swap
Obligations, (g) the beneficiaries of each indemnification obligation undertaken
by any Loan Party under any Loan Document and (h) the permitted successors and
assigns of each of the foregoing.

“Guaranteed Swap Obligations” means the due and punctual payment and
performance of all obligations of Holdings, any Intermediate Parent, the
Borrower and the Subsidiaries under each Swap Agreement that (a) is with a
counterparty that is the Administrative Agent or any of its Affiliates, (b) is
in effect on the Effective Date with a counterparty that is a Lender or an
Affiliate of a Lender as of the Effective Date or (c) is entered into after the
Effective Date with any counterparty that is a Lender or an Affiliate of a
Lender at the time such Swap Agreement is entered into.

“Guarantors” means Holdings, any Intermediate Parent and the
Subsidiary Guarantors.

“Holdings” has the meaning assigned to such term in the introductory
paragraph to this Agreement.

“Loan Document Obligations” means (a) the due and punctual payment by
the Borrower of (i) the principal of and interest at the applicable rate or
rates provided in the Credit Agreement (including interest accruing during the
pendency of any bankruptcy, insolvency, receivership or other similar
proceeding, regardless of whether allowed or allowable in such proceeding) on
the Loans, when and as due, whether at maturity, by acceleration, upon one or
more dates set for prepayment or otherwise, (ii) each payment required to be
made by the Borrower under the Credit Agreement in respect of any Letter of
Credit, when and as due, including payments in respect of reimbursement of
disbursements, interest thereon and obligations to provide cash collateral, and
(iii) all other monetary obligations of the Borrower under or pursuant to the
Credit Agreement and each of the other Loan Documents, including obligations to
pay fees, expense reimbursement obligations and indemnification obligations,
whether primary, secondary, direct, contingent, fixed or otherwise (including
monetary obligations incurred during the pendency of any bankruptcy, insolvency,
receivership or other similar proceeding, regardless of whether allowed or
allowable in such proceeding), (b) the due and punctual payment and performance
of all other obligations of the Borrower under or pursuant to each of the Loan
Documents and (c) the due and punctual payment and performance of all the
obligations of each other Loan Party under or pursuant to this Agreement and
each of the other Loan Documents (including monetary obligations incurred during
the pendency of any bankruptcy, insolvency, receivership or other similar
proceeding, regardless of whether allowed or allowable in such proceeding).

“Subsidiary Guarantors” means the Subsidiaries identified as such on
Schedule I hereto and each other Subsidiary that becomes a party to this
Agreement as a Subsidiary Guarantor after the Effective Date pursuant to Section
5.13; provided that if a Subsidiary is released from its obligations as a
Subsidiary Guarantor hereunder as provided in Section 5.12(b), such Subsidiary
shall cease to be a Subsidiary Guarantor hereunder effective upon such release.

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“Supplement” means an instrument in the form of Exhibit A hereto, or
any other form approved by the Administrative Agent, and in each case reasonably
satisfactory to the Administrative Agent.

ARTICLE II

The Guarantees

SECTION 2.01. Guarantee. Each Guarantor irrevocably and
unconditionally guarantees to each of the Guaranteed Parties, jointly with the
other Guarantors and severally, as a primary obligor and not merely as a surety,
by way of an independent payment obligation, the due and punctual payment and
performance of the Guaranteed Obligations. Each Guarantor further agrees that
the Guaranteed Obligations may be extended or renewed, in whole or in part, or
amended or modified, without notice to or further assent from it, and that it
will remain bound upon its guarantee hereunder notwithstanding any such
extension or renewal, or amendment or modification, of any of the Guaranteed
Obligations. Each Guarantor waives presentment to, demand of payment from and
protest to the Borrower or any other Loan Party of any of the Guaranteed
Obligations, and also waives notice of acceptance of its guarantee and notice of
protest for nonpayment.

SECTION 2.02. Guarantee of Payment; Continuing Guarantee. Each
Guarantor further agrees that its guarantee hereunder constitutes a guarantee of
payment when due (whether or not any bankruptcy or similar proceeding shall have
stayed the accrual of collection of any of the Guaranteed Obligations or
operated as a discharge thereof) and not merely of collection, and waives any
right to require that any resort be had by the Administrative Agent or any other
Guaranteed Party to any security held for the payment of any of the Guaranteed
Obligations or to any balance of any deposit account or credit on the books of
the Administrative Agent or any other Guaranteed Party in favor of the Borrower,
any other Loan Party or any other Person. Each Guarantor agrees that its
guarantee hereunder is continuing in nature and applies to all of its Guaranteed
Obligations, whether currently existing or hereafter incurred.

SECTION 2.03. No Limitations. (a) Except for the termination or
release of a Guarantor153s obligations hereunder as expressly provided in Section
5.12, the obligations of each Guarantor hereunder shall not be subject to any
reduction, limitation, impairment or termination for any reason, including any
claim of waiver, release, surrender, alteration or compromise of any of the
Guaranteed Obligations, and shall not be subject to any defense or set-off,
counterclaim, recoupment or termination whatsoever by reason of the invalidity,
illegality or unenforceability of any of the Guaranteed Obligations, any
impossibility in the performance of any of the Guaranteed Obligations or
otherwise. Without limiting the generality of the foregoing, except for the
termination or release of its obligations hereunder as expressly provided in
Section 5.12, the obligations of each Guarantor hereunder shall not be
discharged or impaired or otherwise affected by:

(i) the failure of any Guaranteed Party or any other Person to assert any
claim or demand or to enforce any right or remedy under the provisions of any
Loan Document or otherwise;

(ii) any rescission, waiver, amendment, restatement or modification of, or
any release from any of the terms or provisions of, any Loan Document or any
other agreement, including with respect to any other Guarantor under this
Agreement;

(iii) the release of, or any impairment of or failure to perfect any Lien on,
any security held by any Guaranteed Party for any of the Guaranteed Obligations;

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(iv) any default, failure or delay, willful or otherwise, in the performance
of any of the Guaranteed Obligations;

(v) any other act or omission that may or might in any manner or to any
extent vary the risk of any Guarantor or otherwise operate as a discharge of any
Guarantor as a matter of law or equity (other than the payment in full in cash
of all the Guaranteed Obligations);

(vi) any illegality, lack of validity or lack of enforceability of any of the
Guaranteed Obligations;

(vii) any change in the corporate existence, structure or ownership of any
Loan Party, or any insolvency, bankruptcy, reorganization or other similar
proceeding affecting any Loan Party or its assets or any resulting release or
discharge of any of the Guaranteed Obligations;

(viii) the existence of any claim, set-off or other rights that any Guarantor
may have at any time against the Borrower, the Administrative Agent, any other
Guaranteed Party or any other Person, whether in connection with the Credit
Agreement, the other Loan Documents or any unrelated transaction;

(ix) this Agreement having been determined (on whatsoever grounds) to be
invalid, non-binding or unenforceable against any other Guarantor ab
initio or at any time after the Effective Date;

(x) the fact that any Person that, pursuant to the Loan Documents, was
required to become a party hereto may not have executed or is not effectually
bound by this Agreement, whether or not this fact is known to the Guaranteed
Parties;

(xi) any action permitted or authorized hereunder; or

(xii) any other circumstance (including any statute of limitations), or any
existence of or reliance on any representation by the Administrative Agent, any
Guaranteed Party or any other Person, that might otherwise constitute a defense
to, or a legal or equitable discharge of, the Borrower, any Guarantor or any
other guarantor or surety (other than the payment in full in cash of all the
Guaranteed Obligations (excluding contingent obligations (other than any such
obligations in respect of a Letter of Credit) as to which no claim has been
made)).

Each Guarantor expressly authorizes the Guaranteed Parties to take and hold
security in accordance with the terms of the Loan Documents for the payment and
performance of the Guaranteed Obligations, to exchange, waive or release any or
all such security (with or without consideration), to enforce or apply such
security and direct the order and manner of any sale thereof in their sole
discretion or to release or substitute any one or more other guarantors or
obligors upon or in respect of the Guaranteed Obligations, all without affecting
the obligations of any Guarantor hereunder.

(b) To the fullest extent permitted by applicable law, each Guarantor waives
any defense based on or arising out of any defense of the Borrower or any other
Loan Party or the unenforceability of the Guaranteed Obligations or any part
thereof from any cause, or the cessation from any cause of the liability of the
Borrower or any other Loan Party, other than the payment in full in cash of all
the Guaranteed Obligations. The Administrative Agent and the other Guaranteed
Parties may, at their election and in accordance with the terms of the Loan
Documents, foreclose on any security held by one or more of them by one or more
judicial or nonjudicial sales, accept an assignment of any such security in lieu
of foreclosure, compromise or adjust any part of the Guaranteed Obligations,
make any other accommodation with the Borrower or any other Loan Party or
exercise any other right or remedy available to them against the Borrower or any
other Loan Party, without affecting or impairing in any way the liability of any
Guarantor hereunder except to the extent the Guaranteed Obligations have been
paid in full in cash. To the fullest extent permitted by applicable law, each
Guarantor waives any defense arising out of any such election even though such
election operates, pursuant to applicable law, to impair or to extinguish any
right of reimbursement or subrogation or other right or remedy of such Guarantor
against the Borrower or any other Loan Party, as the case may be, or any
security.

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SECTION 2.04. Reinstatement. Each Guarantor agrees that, unless
released pursuant to Section 5.12(b), its guarantee hereunder shall continue to
be effective or be reinstated, as the case may be, if at any time payment, or
any part thereof, of any Guaranteed Obligations is rescinded or must otherwise
be restored by any Guaranteed Party upon the bankruptcy or reorganization (or
any analogous proceeding in any jurisdiction) of the Borrower, any other Loan
Party or otherwise.

SECTION 2.05. Agreement to Pay; Subrogation. In furtherance of the
foregoing and not in limitation of any other right that the Administrative Agent
or any other Guaranteed Party has at law or in equity against any Guarantor by
virtue hereof, upon the failure of the Borrower or any other Loan Party to pay
any Guaranteed Obligation when and as the same shall become due, whether at
maturity, by acceleration, after notice of prepayment or otherwise, each
Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the
Administrative Agent for distribution to the applicable Guaranteed Parties in
cash the amount of such unpaid Guaranteed Obligation. Upon payment by any
Guarantor of any sums to the Administrative Agent as provided above, all rights
of such Guarantor against the Borrower or any other Loan Party arising as a
result thereof by way of right of subrogation, contribution, reimbursement,
indemnity or otherwise shall in all respects be subject to Article III.

SECTION 2.06. Information. Each Guarantor assumes all responsibility
for being and keeping itself informed of the Borrower153s and each other Loan
Party153s financial condition and assets, and of all other circumstances bearing
upon the risk of nonpayment of the Guaranteed Obligations and the nature, scope
and extent of the risks that such Guarantor assumes and incurs hereunder, and
agrees that none of the Guaranteed Parties will have any duty to advise such
Guarantor of information known to it or any of them regarding such circumstances
or risks.

SECTION 2.07. [Reserved].

SECTION 2.08. Payments Free of Taxes. Any and all payments by or on
account of any obligation of any Guarantor hereunder or under any other Loan
Document shall be made free and clear of and without deduction for any
Indemnified Taxes or Other Taxes on the same terms and to the same extent that
payments by the Borrower are required to be so made pursuant to the terms of
Section 2.17 of the Credit Agreement. The provisions of Section 2.17 of the
Credit Agreement shall apply to each Guarantor, mutatis mutandis.

ARTICLE III

Indemnity, Subrogation and Subordination

SECTION 3.01. Indemnity and Subrogation. In addition to all such
rights of indemnity and subrogation as the Guarantors may have under applicable
law (but subject to Section 3.03) in respect of any payment hereunder, the
Borrower agrees that (a) in the event a payment in respect of any obligation of
the Borrower shall be made by any Guarantor under this Agreement, the Borrower
shall indemnify such Guarantor for the full amount of such payment and such
Guarantor shall be subrogated to the rights of the Person to whom such payment
shall have been made to the extent of such payment and (b) in the event any
assets of any Guarantor shall be sold pursuant to any Security Document to
satisfy in whole or in part any Guaranteed Obligations owed to any Guaranteed
Party, the Borrower shall indemnify such Guarantor in an amount equal to the
greater of the book value or the fair market value of the assets so sold.

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SECTION 3.02. Contribution and Subrogation. Each Guarantor (a
“Contributing Party“) agrees (subject to Section 3.03) that, in the event
a payment shall be made by any other Guarantor hereunder in respect of any
Guaranteed Obligations or assets of any other Guarantor (other than the
Borrower) shall be sold pursuant to any Security Document to satisfy any
Guaranteed Obligation owed to any Guaranteed Party and such other Guarantor (the
“Claiming Party“) shall not have been fully indemnified as provided in
Section 3.01, the Contributing Party shall indemnify the Claiming Party in an
amount equal to the amount of such payment or the greater of the book value or
the fair market value of such assets, as the case may be, in each case
multiplied by a fraction of which the numerator shall be the net worth of the
Contributing Party on the date hereof (or, in the case of any Guarantor becoming
a party hereto pursuant to Section 5.13, the date of the Supplement executed and
delivered by such Guarantor) and the denominator shall be the aggregate net
worth of all the Guarantors on the date hereof (or, in the case of any Guarantor
becoming a party hereto pursuant to Section 5.13, such other date). Any
Contributing Party making any payment to a Claiming Party pursuant to this
Section 3.02 shall be subrogated to the rights of such Claiming Party under
Section 3.01 to the extent of such payment.

SECTION 3.03. Subordination. (a) Notwithstanding any provision of this
Agreement to the contrary, all rights of the Guarantors under Sections 3.01 and
3.02 and all other rights of the Guarantors of indemnity, contribution or
subrogation under applicable law or otherwise shall be fully subordinated to the
payment in full in cash of all the Guaranteed Obligations. No failure on the
part of the Borrower or any Guarantor to make the payments required by Sections
3.01 and 3.02 (or any other payments required under applicable law or otherwise)
shall in any respect limit the obligations and liabilities of any Guarantor with
respect to its obligations hereunder, and each Guarantor shall remain liable for
the full amount of the obligations of such Guarantor hereunder.

(b) Each Guarantor hereby agrees that upon the occurrence and during the
continuance of an Event of Default and after notice from the Administrative
Agent (provided that no such notice shall be required to be given in the
case of any Event of Default arising under Section 7.01(h) or 7.01(i) of the
Credit Agreement), all Indebtedness and other monetary obligations owed by it
to, or to it by, any other Guarantor or any other Subsidiary shall be fully
subordinated to the payment in full in cash of all the Guaranteed Obligations.

ARTICLE IV

Representations and Warranties

Each Subsidiary Guarantor represents and warrants to the Administrative Agent
and the other Guaranteed Parties that (a) the execution, delivery and
performance by such Subsidiary Guarantor of this Agreement have been duly
authorized by all necessary corporate or other action and, if required, action
by the holders of such Subsidiary Guarantor153s Equity Interests, and that this
Agreement has been duly executed and delivered by such Subsidiary Guarantor and
constitutes its legal, valid and binding obligation, enforceable against it in
accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium or other laws affecting creditors153 rights generally
and subject to general principles of equity, regardless of whether considered in
a proceeding in equity or at law, and (b) all representations and warranties set
forth in the Credit Agreement as to such Subsidiary Guarantor are true and
correct in all material respects; provided that any representation and
warranty that is qualified as to “materiality,” “Material Adverse Effect” or
similar language is true and correct in all respects.

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ARTICLE V

Miscellaneous

SECTION 5.01. Notices. All communications and notices hereunder shall
(except as otherwise expressly permitted herein) be in writing and given as
provided in Section 9.01 of the Credit Agreement. All communications and notices
hereunder to any Subsidiary Guarantor shall be given to it in care of Holdings
as provided in Section 9.01 of the Credit Agreement.

SECTION 5.02. Waivers; Amendment. (a) No failure or delay by the
Administrative Agent, any Issuing Bank or any Lender in exercising any right or
power hereunder or under any other Loan Document shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right or power, or
any abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other
right or power. The rights and remedies of the Administrative Agent, the Issuing
Banks and the Lenders hereunder and under the other Loan Documents are
cumulative and are not exclusive of any rights or remedies that they would
otherwise have. No waiver of any provision of this Agreement or consent to any
departure by any Loan Party therefrom shall in any event be effective unless the
same shall be permitted by paragraph (b) of this Section 5.02, and then such
waiver or consent shall be effective only in the specific instance and for the
purpose for which given. Without limiting the generality of the foregoing, the
making of a Loan or issuance of a Letter of Credit shall not be construed as a
waiver of any Default, regardless of whether the Administrative Agent, any
Lender or any Issuing Bank may have had notice or knowledge of such Default at
the time. No notice or demand on any Loan Party in any case shall entitle any
Loan Party to any other or further notice or demand in similar or other
circumstances.

(b) Neither this Agreement nor any provision hereof may be waived, amended or
modified except pursuant to an agreement or agreements in writing entered into
by the Administrative Agent and the Guarantor or Guarantors with respect to
which such waiver, amendment or modification is to apply, subject to any consent
required in accordance with Section 9.02 of the Credit Agreement;
provided that the Administrative Agent may, without the consent of any
Guaranteed Party, consent to a departure by any Guarantor from any covenant of
such Guarantor set forth herein to the extent such departure is consistent with
the authority of the Administrative Agent set forth in the definition of the
term “Collateral and Guarantee Requirement” in the Credit Agreement.

SECTION 5.03. Administrative Agent153s Fees and Expenses;
Indemnification. (a) Each Guarantor, jointly with the other Guarantors and
severally, agrees to reimburse the Administrative Agent for its fees and
expenses incurred hereunder as provided in Section 9.03(a) of the Credit
Agreement; provided that each reference therein to the “Borrower” shall
be deemed to be a reference to “each Guarantor.”

(b) Without limitation of its indemnification obligations under the other
Loan Documents, each Guarantor, jointly with the other Guarantors and severally,
agrees to indemnify the Administrative Agent and the other Indemnitees against,
and hold each Indemnitee harmless from, any and all losses, claims, damages,
liabilities and reasonable and documented or invoiced out-of-pocket fees and
expenses of any counsel for any Indemnitee, incurred by or asserted against any
Indemnitee by any third party or by Holdings, the Borrower or any Subsidiary
arising out of, in connection with, or as a result of, the execution, delivery
or performance of this Agreement or any actual or prospective claim, litigation,
investigation or proceeding relating to any of the foregoing, whether brought by
a third party or by Holdings, the Borrower or any Subsidiary and regardless of
whether any Indemnitee is a party thereto; provided that such indemnity
shall not, as to any Indemnitee, be available to the extent that such losses,
claims, damages, liabilities, costs or related expenses (x) resulted from the
gross negligence, bad faith or willful misconduct of such Indemnitee or its
Related Parties (as determined by a court of competent jurisdiction in a final
and non-appealable judgment), (y) resulted from a material breach of the Loan
Documents by such Indemnitee or its Related Parties (as determined by a court of
competent jurisdiction in a final and non-appealable judgment) or (z) arise from
disputes between or among Indemnitees that do not involve an act or omission by
Holdings, the Borrower or any Restricted Subsidiary.

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(c) To the fullest extent permitted by applicable law, no Guarantor shall
assert, and each Guarantor hereby waives, any claim against any Indemnitee (i)
for any direct or actual damages arising from the use by unintended recipients
of information or other materials distributed to such unintended recipients by
such Indemnitee through telecommunications, electronic or other information
transmission systems (including the Internet) in connection with this Agreement
or the other Loan Documents or the transactions contemplated hereby or thereby;
provided that such indemnity shall not, as to any Indemnitee, be
available to the extent that such direct or actual damages are determined by a
court of competent jurisdiction in a final and non-appealable judgment to have
resulted from the gross negligence, bad faith or willful misconduct of, or a
material breach of the Loan Documents by, such Indemnitee or its Related Parties
(as determined by a court of competent jurisdiction in a final and
non-appealable judgment), or (ii) on any theory of liability, for special,
indirect, consequential or punitive damages (as opposed to direct or actual
damages) arising out of, in connection with, or as a result of this Agreement,
any Loan Document or any agreement or instrument contemplated hereby or thereby,
the Transactions, any Loan or Letter of Credit or the use of the proceeds
thereof.

(d) The provisions of this Section 5.03 shall remain operative and in full
force and effect regardless of the termination of this Agreement or any other
Loan Document, the consummation of the transactions contemplated hereby or
thereby, the repayment of any of the Guaranteed Obligations, the invalidity or
unenforceability of any term or provision of this Agreement or any other Loan
Document, or any investigation made by or on behalf of any Guaranteed Party. All
amounts due under this Section shall be payable not later than 10 Business Days
after written demand therefore; provided, however, any Indemnitee
shall promptly refund an indemnification payment received hereunder to the
extent that there is a final judicial determination that such Indemnitee was not
entitled to indemnification with respect to such payment pursuant to this
Section 5.03. Any such amounts payable as provided hereunder shall be additional
Guaranteed Obligations.

SECTION 5.04. Successors and Assigns. Whenever in this Agreement any
of the parties hereto is referred to, such reference shall be deemed to include
the permitted successors and assigns of such party; and all covenants, promises
and agreements by or on behalf of any Guarantor or the Administrative Agent that
are contained in this Agreement shall bind and inure to the benefit of their
respective successors and assigns.

SECTION 5.05. Survival of Agreement. All covenants, agreements,
representations and warranties made by the Loan Parties in this Agreement or any
other Loan Document and in the certificates or other instruments delivered in
connection with or pursuant to this Agreement or any other Loan Document shall
be considered to have been relied upon by the Guaranteed Parties and shall
survive the execution and delivery of the Loan Documents and the making of any
Loans and issuance of any Letters of Credit, regardless of any investigation
made by or on behalf of any Guaranteed Party and notwithstanding that the
Administrative Agent, any Issuing Bank, any Lender or any other Guaranteed Party
may have had notice or knowledge of any Default or incorrect representation or
warranty at the time any credit is extended under the Credit Agreement or any
other Loan Document, and shall continue in full force and effect until such time
as (a) all the Loan Document Obligations (including LC Disbursements, if any,
but excluding contingent obligations for indemnification, expense reimbursement,
tax gross-up or yield protection as to which no claim has been made) have been
paid in full in cash, (b) all Commitments have terminated or expired and (c) the
LC Exposure has been reduced to zero (including as a result of obtaining the
consent of the applicable Issuing Bank as described in Section 9.05 of the
Credit Agreement) and the Issuing Banks have no further obligation to issue or
amend Letters of Credit under the Credit Agreement.

-8-

SECTION 5.06. Counterparts; Effectiveness; Several Agreement. This
Agreement may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original but all of
which when taken together shall constitute a single contract. Delivery of an
executed signature page to this Agreement by facsimile or other electronic
transmission shall be effective as delivery of a manually signed counterpart of
this Agreement. This Agreement shall become effective as to any Guarantor when a
counterpart hereof executed on behalf of such Guarantor shall have been
delivered to the Administrative Agent and a counterpart hereof shall have been
executed on behalf of the Administrative Agent, and thereafter shall be binding
upon such Guarantor and the Administrative Agent and their respective permitted
successors and assigns, and shall inure to the benefit of such Guarantor, the
Administrative Agent and the other Guaranteed Parties and their respective
successors and assigns, except that no Guarantor shall have the right to assign
or transfer its rights or obligations hereunder or any interest herein (and any
such assignment or transfer shall be void) except as expressly provided in this
Agreement and the Credit Agreement. This Agreement shall be construed as a
separate agreement with respect to each Guarantor and may be amended, modified,
supplemented, waived or released with respect to any Guarantor without the
approval of any other Guarantor and without affecting the obligations of any
other Guarantor hereunder.

SECTION 5.07. Severability. Any provision of this Agreement held to be
invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of
the remaining provisions hereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.

SECTION 5.08. Right of Set-Off. If an Event of Default shall have
occurred and be continuing, each Lender, the Issuing Bank and each of their
respective Affiliates is hereby authorized at any time and from time to time, to
the fullest extent permitted by law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final, in whatever currency)
at any time held and other obligations (in whatever currency) at any time owing
by such Lender, such Issuing Bank or any such Affiliate to or for the credit or
the account of any Guarantor against any of and all the obligations of such
Guarantor then due and owing under this Agreement held by such Lender or such
Issuing Bank, irrespective of whether or not such Lender or such Issuing Bank
shall have made any demand under this Agreement and although (i) such
obligations may be contingent or unmatured and (ii) such obligations are owed to
a branch or office of such Lender or such Issuing Bank different from the branch
or office holding such deposit or obligated on such Indebtedness. The applicable
Lender and Issuing Bank shall notify the applicable Guarantor and the
Administrative Agent of such setoff and application; provided that any
failure to give or any delay in giving such notice shall not affect the validity
of any such setoff and application under this Section 5.08. The rights of each
Lender, each Issuing Bank and their respective Affiliates under this Section
5.08 are in addition to other rights and remedies (including other rights of
setoff) that such Lender, such Issuing Bank and their respective Affiliates may
have.

SECTION 5.09. Governing Law; Jurisdiction; Consent to Service of Process;
Appointment of Service of Process Agent. (a) This Agreement shall be
construed in accordance with and governed by the laws of the State of New York.

-9-

(b) Each party hereto hereby irrevocably and unconditionally submits, for
itself and its property, to the exclusive jurisdiction of the Supreme Court of
the State of New York sitting in New York County and of the United States
District Court of the Southern District of New York, and any appellate court
from any thereof, in any action or proceeding arising out of or relating to this
Agreement or any other Loan Document, or for recognition or enforcement of any
judgment, and each of the parties hereto hereby irrevocably and unconditionally
agrees that all claims in respect of any such action or proceeding may be heard
and determined in such New York State or, to the extent permitted by law, in
such Federal court. Each of the parties hereto agrees that a final judgment in
any such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.
Nothing in this Agreement shall affect any right that the Administrative Agent,
any Issuing Bank or any Lender may otherwise have to bring any action or
proceeding relating to this Agreement against any Guarantor or its respective
properties in the courts of any jurisdiction.

(c) Each party hereto hereby irrevocably and unconditionally waives, to the
fullest extent it may legally and effectively do so, any objection that it may
now or hereafter have to the laying of venue of any suit, action or proceeding
arising out of or relating to this Agreement in any court referred to in
paragraph (b) of this Section. Each of the parties hereto hereby irrevocably
waives, to the fullest extent permitted by law, the defense of an inconvenient
forum to the maintenance of such action or proceeding in any such court.

(d) Each party to this Agreement irrevocably consents to service of process
in the manner provided for notices in Section 5.01. Nothing in this Agreement
will affect the right of any party to this Agreement or any other Loan Document
to serve process in any other manner permitted by law.

(e) Each Subsidiary Guarantor hereby irrevocably designates, appoints and
empowers the Borrower as its designee, appointee and agent to receive, accept
and acknowledge for and on its behalf, and in respect of its property, service
of any and all legal process, summons, notices and documents that may be served
in any such action or proceeding.

SECTION 5.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN
INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG
OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.10.

SECTION 5.11. Headings. Article and Section headings and the Table of
Contents used herein are for convenience of reference only, are not part of this
Agreement and shall not affect the construction of, or to be taken into
consideration in interpreting, this Agreement.

SECTION 5.12. Termination or Release. (a) Subject to Section 2.04,
this Agreement and the Guarantees made herein shall terminate when (i) all the
Loan Document Obligations (including all LC Disbursements, if any, but excluding
contingent obligations for indemnification, expense reimbursement, tax gross-up
or yield protection as to which no claim has been made) have been paid in full
in cash, (ii) all Commitments have terminated or expired and (iii) the LC
Exposure has been reduced to zero (including as a result of obtaining the
consent of the applicable Issuing Bank as described in Section 9.05 of the
Credit Agreement) and the Issuing Banks have no further obligation to issue or
amend Letters of Credit under the Credit Agreement.

-10-

(b) The guarantees made herein shall also terminate and be released at the
time or times and in the manner set forth in Section 9.15 of the Credit
Agreement.

(c) In connection with any termination or release pursuant to paragraph (a)
or (b) of this Section, the Administrative Agent shall execute and deliver to
any Loan Party, at such Loan Party153s expense, all documents that such Loan Party
shall reasonably request to evidence such termination or release so long as the
applicable Loan Party shall have provided the Administrative Agent such
certifications or documents as the Administrative Agent shall reasonably request
in order to demonstrate compliance with this Section 5.12. Any execution and
delivery of documents by the Administrative Agent pursuant to this Section 5.12
shall be without recourse to or warranty by the Administrative Agent.

SECTION 5.13. Additional Subsidiary Guarantors. Pursuant to the Credit
Agreement, additional Subsidiaries may be required to become Subsidiary
Guarantors after the date hereof. Upon execution and delivery by the
Administrative Agent and a Subsidiary of a Supplement, any such Subsidiary shall
become a Subsidiary Guarantor hereunder with the same force and effect as if
originally named as such herein. The execution and delivery of any such
instrument shall not require the consent of any other Guarantor hereunder. The
rights and obligations of each Guarantor hereunder shall remain in full force
and effect notwithstanding the addition of any Subsidiary as a party to this
Agreement.

-11-

IN WITNESS WHEREOF, the parties hereto have duly executed this Master
Guarantee Agreement as of the day and year first above written.


IGLOO INTERMEDIATE CORPORATION,

By		/s/ SEAN DELEHANTY
		Name: Sean Delehanty
		Title: Vice President and Secretary

IGLOO MERGER CORPORATION,

By		/s/ SEAN DELEHANTY
		Name: Sean Delehanty
		Title: Vice President and Secretary

INTERACTIVE DATA CORPORATION,

By		/s CHRISTINE SAMPSON
		Name: Christine Sampson
		Title: Treasurer

[STB TO PROVIDE SIGNATURE PAGES]

By
		Name:
		Title:

SIGNATURE PAGE TO MASTER GUARANTEE AGREEMENT


BANK OF AMERICA, N.A., as Administrative Agent

By		/s/ DAVID STRICKERT
		Name: David Strickert
		Title: Senior Vice President

SIGNATURE PAGE TO MASTER GUARANTEE AGREEMENT

Schedule I to

the Master Guarantee Agreement

INITIAL SUBSIDIARY GUARANTORS

eSignal, Inc.

Exshare Financial Incorporated

GTIS Corporation

IDCO Nominees, Inc.

Infotec Holdings Corporation

Interactive Data Managed Solutions, LLC

Interactive Data Pricing and Reference Data, Inc.

Interactive Data Real-Time Group, Inc.

Interactive Data Real-Time Services, Inc.



By		/s CHRISTINE SAMPSON
		Name: Christine Sampson
		Title: Treasurer

Exhibit A to

the Master Guarantee Agreement

SUPPLEMENT NO. dated as of [ ], 20[ ] to the Master Guarantee
Agreement dated as of July 29, 2010, among IGLOO INTERMEDIATE CORPORATION
(“Holdings“), IGLOO MERGER CORPORATION, INTERACTIVE DATA CORPORATION (the
“Borrower“), the subsidiaries of Holdings party thereto (Holdings, the
Borrower and such subsidiaries being collectively referred to as the
“Guarantors“) and BANK OF AMERICA, N.A., as Administrative Agent.

A. Reference is made to the Credit Agreement dated as of July 29, 2010 (as
amended, supplemented or otherwise modified from time to time, the “Credit
Agreement“), among Igloo Intermediate Corporation, a Delaware corporation
(“Holdings“), Igloo Merger Corporation, a Delaware corporation,
Interactive Data Corporation, a Delaware corporation (the “Borrower“),
the Lenders party thereto and Bank of America, N.A., as Administrative Agent.

B. Capitalized terms used herein and not otherwise defined herein shall have
the meanings assigned to such terms in the Credit Agreement and the Guarantee
Agreement referred to therein, as applicable.

C. The Guarantors have entered into the Guarantee Agreement in order to
induce the Lenders and the Issuing Banks to extend credit to the Borrower.
Section 5.13 of the Guarantee Agreement provides that additional Subsidiaries
may become Subsidiary Guarantors under the Guarantee Agreement by execution and
delivery of an instrument in the form of this Supplement. The undersigned
Subsidiary (the “New Subsidiary“) is executing this Supplement to become
a Subsidiary Guarantor under the Guarantee Agreement in order to induce the
Lenders and the Issuing Banks to make additional extensions of credit under the
Credit Agreement and as consideration for such extensions of credit previously
issued.

Accordingly, the Administrative Agent and the New Subsidiary agree as
follows:

SECTION 1. In accordance with Section 5.13 of the Guarantee Agreement, the
New Subsidiary by its signature below becomes a Subsidiary Guarantor under the
Guarantee Agreement with the same force and effect as if originally named
therein as a Subsidiary Guarantor, and the New Subsidiary hereby agrees to all
the terms and provisions of the Guarantee Agreement applicable to it as a
Subsidiary Guarantor (and a Guarantor) thereunder. Each reference to a
“Subsidiary Guarantor” or a “Guarantor” in the Guarantee Agreement shall be
deemed to include the New Subsidiary. The Guarantee Agreement is hereby
incorporated herein by reference.

SECTION 2. The New Subsidiary represents and warrants to the Administrative
Agent and the other Guaranteed Parties that (a) the execution, delivery and
performance by the New Subsidiary of this Supplement have been duly authorized
by all necessary corporate or other action and, if required, action by the
holders of such New Subsidiary153s Equity Interests, and that this Supplement has
been duly executed and delivered by the New Subsidiary and constitutes its
legal, valid and binding obligation, enforceable against it in accordance with
its terms, subject to applicable bankruptcy, insolvency, reorganization,
moratorium or other laws affecting creditors153 rights generally and subject to
general principles of equity, regardless of whether considered in a proceeding
in equity or at law, and (b) all representations and warranties set forth in the
Credit Agreement as to the New Subsidiary are true and correct in all material
respects as of the date hereof; provided that, to the extent such
representations and warranties specifically refer to an earlier date, they are
true and correct in all material respects as of such earlier date;
provided, further that any representation and warranty that is
qualified as to “materiality,” “Material Adverse Effect” or similar language is
true and correct in all respects.

Exh. A-1

SECTION 3. This Supplement may be executed in counterparts (and by different
parties hereto on different counterparts), each of which shall constitute an
original but all of which when taken together shall constitute a single
contract. Delivery of an executed signature page to this Supplement by facsimile
or other electronic transmission shall be effective as delivery of a manually
signed counterpart of this Supplement. This Supplement shall become effective as
to the New Subsidiary when a counterpart hereof executed on behalf of the New
Subsidiary shall have been delivered to the Administrative Agent and a
counterpart hereof shall have been executed on behalf of the Administrative
Agent, and thereafter shall be binding upon the New Subsidiary and the
Administrative Agent and their respective permitted successors and assigns, and
shall inure to the benefit of the New Subsidiary, the Administrative Agent and
the other Guaranteed Parties and their respective successors and assigns, except
that the New Subsidiary shall not have the right to assign or transfer its
rights or obligations hereunder or any interest herein (and any such assignment
or transfer shall be void) except as expressly provided in this Supplement, the
Guarantee Agreement and the Credit Agreement.

SECTION 4. Except as expressly supplemented hereby, the Guarantee Agreement
shall remain in full force and effect.

SECTION 5. THIS SUPPLEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

SECTION 6. Any provision of this Supplement held to be invalid, illegal or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such invalidity, illegality or unenforceability without
affecting the validity, legality and enforceability of the remaining provisions
hereof; and the invalidity of a particular provision in a particular
jurisdiction shall not invalidate such provision in any other jurisdiction.

SECTION 7. All communications and notices hereunder shall be in writing and
given as provided in Section 5.01 of the Guarantee Agreement.

SECTION 8. The New Subsidiary agrees to reimburse the Administrative Agent
for its fees and expenses incurred hereunder and under the Guarantee Agreement
as provided in Section 9.03(a) of the Credit Agreement; provided that
each reference therein to the “Borrower” shall be deemed to be a reference to
“the New Subsidiary.”

SECTION 9. The New Subsidiary is a [company] duly
[incorporated] under the law of [name of relevant
jurisdiction].

Exh. A-2

IN WITNESS WHEREOF, the New Subsidiary and the Administrative Agent have duly
executed this Supplement to the Master Guarantee Agreement as of the day and
year first above written.


[NAME OF NEW SUBSIDIARY],

By
		Name:
		Title:

BANK OF AMERICA, N.A., as Administrative Agent, on behalf of itself and the other Guaranteed Parties,

By
		Name:
		Title:

SIGNATURE PAGE TO SUPPLEMENT TO THE MASTER GUARANTEE AGREEMENT

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SECTION 1.01.

Credit Agreement

SECTION 1.02.

Other Defined Terms

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