{"id":41083,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/intercompany-note-under-credit-agreement-interactive-data.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"intercompany-note-under-credit-agreement-interactive-data","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/intercompany-note-under-credit-agreement-interactive-data.html","title":{"rendered":"Intercompany Note – Under Credit Agreement – Interactive Data Corp."},"content":{"rendered":"

Intercompany Note <\/u><\/strong><\/p>\n

New York, New York<\/p>\n

Date: July 29, 2010<\/p>\n

FOR VALUE RECEIVED, each of the undersigned, to the extent a borrower from
\ntime to time from any other entity listed on the signature page hereto (each, in
\nsuch capacity, a “Payor<\/u>“), hereby promises to pay on demand to the order
\nof such other entity listed below (each, in such capacity, a “Payee<\/u>“), in
\nlawful money of the United States of America, or in such other currency as
\nagreed to by such Payor and such Payee, in immediately available funds, at such
\nlocation in the United States of America as a Payee shall from time to time
\ndesignate, the unpaid principal amount of all loans and advances (including
\ntrade payables) made by such Payee to such Payor. Each Payor promises also to
\npay interest on the unpaid principal amount of all such loans and advances in
\nlike money at said location from the date of such loans and advances until paid
\nat such rate per annum as shall be agreed upon from time to time by such Payor
\nand such Payee.<\/p>\n

This note (“Note<\/u>“) is an Intercompany Note referred to in that certain
\nCredit Agreement, dated as of July 29, 2010 (as amended, restated, extended,
\nsupplemented or otherwise modified in writing from time to time, the
\n“Agreement<\/u>;” the terms defined therein being used herein as therein
\ndefined), among INTERACTIVE DATA CORPORATION, a Delaware corporation (the
\n“Borrower<\/u>“), IGLOO INTERMEDIATE CORPORATION, a Delaware corporation
\n(“Holdings”), IGLOO MERGER CORPORATION, a Delaware corporation, the lenders from
\ntime to time party thereto, and BANK OF AMERICA, N.A., as Administrative Agent,
\nSwingline Lender and Issuing Bank, and is subject to the terms thereof, and
\nshall be pledged by each Payee pursuant to the Collateral Agreement, to the
\nextent required pursuant to the terms thereof. Each Payee hereby acknowledges
\nand agrees that after the occurrence and during the continuance of an Event of
\nDefault and after notice from the Administrative Agent to such Payee (provided
\nthat no such notice shall be required to be given in the case of any Event of
\nDefault arising under Section 7.01(h) or 7.01(i) of the Credit Agreement, the
\nAdministrative Agent may exercise any and all rights of any Loan Party with
\nrespect to this Note.<\/p>\n

Anything in this Note to the contrary notwithstanding, the indebtedness
\nevidenced by this Note owed by any Payor that is a Loan Party to any Payee that
\nis not a Loan Party shall be subordinate and junior in right of payment, to the
\nextent and in the manner hereinafter set forth, to all Secured Obligations of
\nsuch Payor until the payment in full in cash of all Secured Obligations of such
\nPayor; provided<\/u>, that each Payor may make payments to the applicable
\nPayee unless an Event of Default shall have occurred and be continuing and such
\nPayor shall have received notice from the Administrative Agent
\n(provided<\/u>, that no such notice shall be required to be given in the case
\nof any Event of Default arising under Section 7.01(h) or 7.01(i) of the Credit
\nAgreement) (such Secured Obligations and other indebtedness and obligations in
\nconnection with any renewal, refunding, restructuring or refinancing thereof,
\nincluding interest thereon accruing after the commencement of any proceedings
\nreferred to in clause (i) below, whether or not such interest is an allowed
\nclaim in such proceeding, being hereinafter collectively referred to as
\n“Senior Indebtedness<\/u>“):<\/p>\n

(i) in the event of any insolvency or bankruptcy proceedings, and any
\nreceivership, liquidation, reorganization or other similar proceedings in
\nconnection therewith, relative to any Payor or to its creditors, as such, or to
\nits property, and in the event of any proceedings for voluntary liquidation,
\ndissolution or other winding up of such Payor, whether or not involving
\ninsolvency or bankruptcy, then, if an Event of Default has occurred and is
\ncontinuing, (x) the holders of Senior Indebtedness shall be paid in full in cash
\nin respect of all amounts constituting Senior Indebtedness before any Payee that
\nis not a Loan Party is entitled to receive (whether directly or indirectly), or
\nmake any demands for, any payment on account of this Note and (y) until the
\nholders of Senior Indebtedness are paid in full in cash in respect of all
\namounts constituting Senior Indebtedness, any payment or distribution to which
\nsuch Payee would otherwise be entitled (other than debt securities of such Payor
\nthat are subordinated, to at least the same extent as this Note, to the payment
\nof all Senior Indebtedness then outstanding (such securities being hereinafter
\nreferred to as “Restructured Debt Securities<\/u>“)) shall be made to the
\nholders of Senior Indebtedness;<\/p>\n

\n

Exhibit 10.7<\/p>\n

(ii) if any Event of Default has occurred and is continuing and after notice
\nfrom the Administrative Agent (provided that no such notice shall be required to
\nbe given in the case of any Event of Default arising under Section 7.0(h) or
\n7.01(i) of the Credit Agreement), then no payment or distribution of any kind or
\ncharacter shall be made by or on behalf of any Payor that is a Loan Party or any
\nother Person on its behalf with respect to this Note owed to any Payee that is
\nnot a Loan Party; and<\/p>\n

(iii) if any payment or distribution of any character, whether in cash,
\nsecurities or other property (other than Restructured Debt Securities), in
\nrespect of this Note shall (despite these subordination provisions) be received
\nby any Payee in violation of clause (i) or (ii) before all Senior Indebtedness
\nshall have been paid in full in cash, such payment or distribution shall be held
\nin trust for the benefit of, and shall be paid over or delivered to, the holders
\nof Senior Indebtedness (or their representatives), ratably according to the
\nrespective aggregate amounts remaining unpaid thereon, to the extent necessary
\nto pay all Senior Indebtedness in full in cash.<\/p>\n

To the fullest extent permitted by law, no present or future holder of Senior
\nIndebtedness shall be prejudiced in its right to enforce the subordination of
\nthis Note by any act or failure to act on the part of any Payor or by any act or
\nfailure to act on the part of such holder or any trustee or agent for such
\nholder. Each Payee and each Payor hereby agree that the subordination of this
\nNote is for the benefit of the Administrative Agent, the Swingline Lender, the
\nIssuing Bank and the Lenders and the Administrative Agent, the Swingline Lender,
\nthe Issuing Bank and the Lenders are obligees under this Note to the same extent
\nas if their names were written herein as such and the Administrative Agent may,
\non behalf of itself, the Swingline Lender, the Issuing Bank and the Lenders,
\nproceed to enforce the subordination provisions herein.<\/p>\n

The indebtedness evidenced by this Note owed by any Payor that is not a Loan
\nParty or any Payor that is a Loan Party, in each case, to any Payee that is a
\nLoan Party shall not be subordinated to, and shall rank pari passu<\/em> in
\nright of payment with, any other obligation of such Payor.<\/p>\n

Nothing contained in the subordination provisions set forth above is intended
\nto or will impair, as between each Payor and each Payee, the obligations of such
\nPayor, which are absolute and unconditional, to pay to such Payee the principal
\nof and interest on this Note as and when due and payable in accordance with its
\nterms, or is intended to or will affect the relative rights of such Payee and
\nother creditors of such Payor other than the holders of Senior Indebtedness.\n<\/p>\n

Each Payee is hereby authorized to record all loans and advances made by it
\nto any Payor (all of which shall be evidenced by this Note), and all repayments
\nor prepayments thereof, in its books and records, such books and records
\nconstituting prima facie evidence of the accuracy of the information contained
\ntherein.<\/p>\n

\n

Exhibit 10.7<\/p>\n

Each Payor hereby waives presentment, demand, protest or notice of any kind
\nin connection with this Note. All payments under this Note shall be made without
\noffset, counterclaim or deduction of any kind.<\/p>\n

This Note shall be binding upon each Payor and its successors and assigns,
\nand the terms and provisions of this Note shall inure to the benefit of each
\nPayee and its successors and assigns, including subsequent holders hereof.
\nNotwithstanding anything to the contrary contained herein, in any other Loan
\nDocument or in any other promissory note or other instrument, this Note replaces
\nand supersedes any and all promissory notes or other instruments which create or
\nevidence any loans or advances made on, before or after the date hereof by any
\nPayee to Holdings, any Intermediate Parent, the Borrower or any Subsidiary, in
\neach case to the extent required to be pledged to the Collateral Agent pursuant
\nto the Collateral Agreement.<\/p>\n

From time to time after the date hereof, additional subsidiaries of Holdings
\nmay become parties hereto (as Payor and\/or Payee, as the case may be) by
\nexecuting a counterpart signature page to this Note (each additional subsidiary,
\nan “Additional Party<\/u>“). Upon delivery of such counterpart signature page
\nto the Payees, notice of which is hereby waived by the other Payors, each
\nAdditional Party shall be a Payor and\/or a Payee, as the case may be, and shall
\nbe as fully a party hereto as if such Additional Party were an original
\nsignatory hereof. Each Payor expressly agrees that its obligations arising
\nhereunder shall not be affected or diminished by the addition or release of any
\nother Payor or Payee hereunder. This Note shall be fully effective as to any
\nPayor or Payee that is or becomes a party hereto regardless of whether any other
\nPerson becomes or fails to become or ceases to be a Payor or Payee hereunder.\n<\/p>\n

Notwithstanding anything to the contrary herein, the subordination of
\nindebtedness owed by any Payor to a Payee incorporated in Switzerland (the
\n“Swiss Payee<\/u>“), shall not result in a dividend distribution of a Swiss
\nPayee to a Payor (other than a fully owned direct or indirect subsidiary of the
\nSwiss Payee) which exceeds the amount of the Swiss Payee153s freely disposable
\nequity in accordance with Swiss law, presently being the total shareholder
\nequity less the total of (i) the aggregate share capital and (ii) statutory
\nreserves (including reserves for own shares and revaluations as well as agio),
\nto the extent such reserves cannot be transferred into unrestricted,
\ndistributable reserves. The amount of freely disposable equity shall be
\ndetermined on the basis of an audited annual or interim balance sheet of the
\nSwiss Payee.<\/p>\n

THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
\nLAWS OF THE STATE OF NEW YORK.<\/strong><\/p>\n

[signature pages follow]<\/p>\n

\n

Exhibit 10.7<\/p>\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

INTERACTIVE DATA CORPORATION,<\/p>\n

as Payee and Payor<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ CHRISTINE SAMPSON<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name: Christine Sampson<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title: Treasurer<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

[SUBSIDIARIES OF THE BORROWER],<\/p>\n

as Payee and Payor<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

IGLOO INTERMEDIATE CORPORATION,<\/p>\n

as Payee and Payor<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s SEAN DELEHANTY<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name: Sean Delehanty<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title: Vice President and Secretary<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table><\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7878],"corporate_contracts_industries":[9418],"corporate_contracts_types":[9560,9568],"class_list":["post-41083","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-interactive-data-corp","corporate_contracts_industries-financial__securities","corporate_contracts_types-finance","corporate_contracts_types-finance__note"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41083","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41083"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41083"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41083"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41083"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}