{"id":42933,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/transaction-and-management-fee-agreement-for-merger.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"transaction-and-management-fee-agreement-for-merger","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/transaction-and-management-fee-agreement-for-merger.html","title":{"rendered":"Transaction and Management Fee Agreement – for Merger – Interactive Data Corp."},"content":{"rendered":"

This TRANSACTION AND MANAGEMENT FEE AGREEMENT<\/strong> (this”Agreement<\/u><\/strong>“) is dated as of July 29, 2010 and is among
\nIgloo Merger Corporation, a Delaware corporation (together with its successors,
\nthe “Company<\/u><\/strong>“), Silver Lake Management Company III,
\nL.L.C., a Delaware limited liability company (“SLMC<\/u><\/strong>“),
\nand Warburg Pincus LLC, a New York limited liability company
\n(“WP<\/u><\/strong>“, and together with SLMC, the
\n“Managers<\/u><\/strong>” and each a
\n“Manager<\/u><\/strong>“).<\/p>\n

BACKGROUND <\/strong><\/p>\n

1. The Company has entered into an Agreement and Plan of Merger, dated as of
\nMay 3, 2010 (as may be amended, supplemented or modified, the
\n“Merger Agreement<\/u><\/strong>“), by and among Hg Investors LLC, a
\nDelaware limited liability company, the Company, and Interactive Data
\nCorporation, a Delaware corporation (“IDC<\/u><\/strong>“).<\/p>\n

2. In accordance with the Merger Agreement, the Company is merging with and
\ninto IDC (the “Merger<\/u><\/strong>“), with IDC surviving the Merger.
\nAs a result, IDC shall succeed to and assume all the rights and obligations of
\nthe Company in accordance with the Merger, including the obligations set forth
\nin this Agreement. References in this Agreement to the Company encompass IDC
\nafter the Merger.<\/p>\n

3. Each of the Managers has expertise in the areas of finance, strategy,
\ninvestment, acquisitions and other matters relating to the Company, IDC and
\ntheir business and has facilitated the Merger and certain other related
\ntransactions (collectively, the “Transactions<\/u><\/strong>“) through
\nits provision of financial and structural analysis, due diligence
\ninvestigations, other advice and negotiation assistance with all relevant
\nparties to the Transactions. Each of the Managers has also provided advice and
\nnegotiation assistance with relevant parties in connection with the financing of
\nthe Transactions as contemplated by the Merger Agreement.<\/p>\n

4. The Company desires to avail itself, for the Term of this Agreement, of
\neach of the Managers153 expertise in providing financial and structural analysis,
\ndue diligence investigations, corporate strategy, other advice and negotiation
\nassistance, which the Company believes will be beneficial to it, and each of the
\nManagers desires to provide the services to the Company as set forth in this
\nAgreement in consideration of the payment of the fees described below.<\/p>\n

5. The rendering by each of the Managers of the services described in this
\nAgreement has been made and will be made on the basis that the Company will pay,
\nor cause to be paid, the fees described below.<\/p>\n

In consideration of the premises and agreements contained herein and of other
\ngood and valuable consideration, the sufficiency of which are hereby
\nacknowledged, the parties agree as follows:<\/p>\n

\n

AGREEMENT <\/strong><\/p>\n

SECTION 1. Transaction and M&A Management Fees<\/u>.<\/strong>
\nIn consideration of each Manager undertaking financial and structural analysis,
\ndue diligence investigations, corporate strategy and other advice and
\nnegotiation assistance necessary in order to enable the Transactions to be
\nconsummated, the Company will pay at the Closing (as defined in the Merger
\nAgreement) of the Merger (the date of such Closing, the “Closing
\nDate<\/u><\/strong>“) a non-refundable and irrevocable transaction fee, by wire
\ntransfer of immediately available funds to the bank account or accounts
\ndesignated by each Manager, of (a) $25,000,000 to SLMC (or its designees) and
\n(b) $25,000,000 to WP (or its designees).<\/p>\n

SECTION 2. Appointment<\/u>.<\/strong> The Company hereby engages
\neach of the Managers to render the Services (as defined in Section 3(a)<\/u>)
\non the terms and subject to the conditions of this Agreement.<\/p>\n

SECTION 3. Services<\/u>. <\/strong>(a) Each Manager, severally and
\nnot jointly, agrees that until the expiration of the Term (as defined below) or
\nthe earlier termination of its obligations under this Section 3<\/u> pursuant
\nto Section 4(d)<\/u> hereof, it will render to the Company or any of its
\nsubsidiaries, by and through itself and its affiliates and such of their
\nrespective officers, employees, representatives, agents and third parties as
\nsuch Manager in its sole discretion may designate from time to time, monitoring,
\nadvisory and consulting services in relation to the affairs of the Company and
\nits subsidiaries, as and to the extent requested by the Company, in each case as
\nthe Company shall reasonably and specifically request by way of written notice
\nto the Managers, which notice shall specify the services required of the
\nManagers, including, without limitation, (i) advice regarding the structure,
\ndistribution and timing of private or public debt or equity offerings and advice
\nregarding relationships with the Company153s and its subsidiaries153 lenders and
\nbankers, including in relation to the selection, retention and supervision of
\nindependent auditors, outside legal counsel, investment bankers or other
\nfinancial advisors or consultants, (ii) advice regarding the strategy of the
\nCompany and its subsidiaries, (iii) advice regarding the structuring and
\nimplementation of equity participation plans, employee benefit plans and other
\nincentive arrangements for certain key executives of the Company, (iv) general
\nadvice regarding dispositions and\/or acquisitions, (v) advice regarding the
\nbusiness of the Company and its subsidiaries and (vi) such other advice directly
\nrelated or ancillary to the above services as may be reasonably requested by the
\nCompany (collectively, the “Services<\/u><\/strong>“). Neither Manager
\nwill have any obligation to provide any other services to the Company or its
\nsubsidiaries absent an agreement between such Manager and the Company or its
\nsubsidiaries over the scope of such other services and the payment therefor.\n<\/p>\n

2<\/p>\n

\n

(b) It is expressly agreed that the Services to be rendered hereunder will
\nnot include investment banking or other financial advisory services which may be
\nprovided by each of the Managers or any of their respective affiliates to the
\nCompany, or any of its subsidiaries, in connection with any specific proposed
\nacquisition, divestiture, disposition, merger, consolidation, restructuring,
\nrefinancing, recapitalization, issuance of private or public debt or equity
\nsecurities, financing or similar transaction by the Company or any of its
\nsubsidiaries (each, a “Future Transaction<\/u><\/strong>“). Each of the
\nManagers may be entitled to receive additional compensation for providing
\nservices of the type specified in the preceding sentence (collectively, the
\n“Additional Services<\/u><\/strong>“) by mutual agreement of the
\nCompany or such subsidiary, on the one hand, and each of the Managers or their
\nrespective relevant affiliates, on the other hand (it being understood that the
\nonly such additional compensation that the Managers may be entitled to receive
\nin connection with an IPO (as defined in the Shareholders Agreement, dated as of
\nJuly 29, 2010, by and among the investors named therein, Igloo Holdings
\nCorporation (“Parent<\/u><\/strong>“), Igloo Intermediate Corporation
\n(“Holdings<\/u><\/strong>“) and IDC (as amended from time to time, the
\n“Shareholders Agreement<\/u><\/strong>“)) or a Change of Control (as
\ndefined in the Shareholders Agreement) or other liquidity event in which the
\nSponsors sell their interests in Parent, shall be the consideration described in
\nSection 4(d)<\/u>); provided<\/u>, however<\/u>, that any such additional
\ncompensation for Additional Services shall be split evenly between each of the
\nManagers (or their respective affiliates); and provided<\/u>; further<\/u>,
\nthat any additional compensation contemplated in this Section 3(b) shall only be
\npayable to the extent that the Managers determine in good faith that (i) the
\nAdditional Services for which such additional compensation is being paid would
\nhave otherwise been provided to the Company or any of its subsidiaries in
\nconnection with such Future Transaction by one or more unaffiliated third
\nparties and (ii) the amount of such additional compensation is comparable to the
\ncompensation that would have been paid by the Company and its subsidiaries in an
\narm153s length transaction to third parties rendering similar services to the
\nCompany or any of its subsidiaries in connection with such Future Transaction.\n<\/p>\n

(c) The Managers shall perform all services to be provided hereunder as an
\nindependent contractor to the Company and not as employees, agents or
\nrepresentatives of the Company.<\/p>\n

SECTION 4. Management and Other Fees<\/u><\/strong>.<\/u><\/p>\n

(a) In consideration of the Services being rendered by the Managers, the
\nCompany will pay, or will cause to be paid, to the Managers an aggregate annual
\nnon-refundable and irrevocable management fee (the “Management
\nFee<\/u><\/strong>“) of $3,000,000, payable in quarterly installments in arrears
\nat the end of each calendar quarter, subject to adjustment from time to time as
\nset forth below. The initial Management Fee shall be pro rated to reflect the
\nportion of the current calendar year which has elapsed prior to the Closing
\nDate. The Management Fee shall be apportioned such that each Manager shall
\nreceive 50% of the Management Fee (including each installment payment thereof).\n<\/p>\n

(b) In the event the Company or any of its subsidiaries enters into a
\nbusiness combination transaction with another entity that is large enough to
\nconstitute a “significant subsidiary” of the Company under any of the relevant
\ntests contained in Regulation S-X as promulgated by the Securities and Exchange
\nCommission, the Company and the Managers will mutually agree, following good
\nfaith negotiations, on an appropriate increase in the Management Fee as
\nwarranted by the increase in the consolidated size of the Company. Such increase
\nin the Management Fee will be pro rated on the basis of the number of days
\nelapsed in the then applicable quarter in which such transaction is consummated.\n<\/p>\n

3<\/p>\n

\n

(c) To the extent the Company cannot pay, or cause to be paid, the Management
\nFee for any reason, including by reason of any prohibition on such payment
\npursuant to any applicable law or the terms of any agreement or indenture
\ngoverning indebtedness of the Company or its subsidiaries, the payment by the
\nCompany or any of its subsidiaries to the Managers of the accrued and payable
\nManagement Fee will be deferred and will be payable immediately on the earlier
\nof (i) the first date on which the payment of such deferred Management Fee is no
\nlonger prohibited under any such agreement or indenture applicable to the
\nCompany and the Company or its subsidiaries, as applicable, is otherwise able to
\nmake such payment, or cause such payment to be made and (ii) total or partial
\nliquidation, dissolution or winding up of the Company. Notwithstanding anything
\nto the contrary herein, under any applicable law or under any contract
\napplicable to the Company or its subsidiaries, any forbearance of collection of
\nthe Management Fee by either Manager shall not be deemed to be a subordination
\nof such payments to any other person, entity or creditor of the Company or its
\nsubsidiaries (including, without limitation, the other Manager). Any such
\nforbearance shall be at such Manager153s sole option and discretion and shall in
\nno way impair such Manager153s right to collect such payments or the other
\nManager153s right to collect any payment hereunder. Any installment of the
\nManagement Fee not paid on the scheduled due date shall not bear interest.<\/p>\n

(d) Notwithstanding anything to the contrary contained in this Agreement, the
\nRequisite Managers may elect, in their sole discretion by the delivery of
\nwritten notice to the Company, at any time in connection with or in anticipation
\nof a Change of Control or an IPO to receive, in consideration of the Managers153
\nrole in facilitating the same and in settlement of the termination of the
\nServices, (i) any remaining accrued and unpaid Management Fees (including any
\naccrued and unpaid installment payments thereof) payable by the Company under
\nthis Agreement and (ii) a single lump sum non-refundable and irrevocable cash
\npayment (the “Lump Sum Fee<\/u><\/strong>“) equal to the lesser of (x)
\nthe then present value (using a discount rate equal to the yield to maturity on
\nthe date of such written notice of the class of outstanding U.S. government
\nbonds having a final maturity closest to the eighth anniversary of the date of
\nsuch election (the “Discount Rate<\/u><\/strong>“)) of all then current
\nand future Management Fees payable under this Agreement, assuming the expiration
\nof the Term is the eighth anniversary of the date of such election and (y)
\n$50,000,000. Promptly after the receipt of such written notice (or at such other
\ntime as designated therein by the Requisite Managers), the Company shall pay the
\nLump Sum Fee and any accrued and unpaid Management Fees (including any accrued
\nand unpaid installment payments thereof) to the Managers (or their respective
\ndesignees) by wire transfer in same-day funds to the bank account or accounts
\ndesignated by each Manager, which payment shall not be refundable under any
\ncircumstances. The Lump Sum Fee shall be apportioned such that each Manager
\nshall receive 50% of the Lump Sum Fee. Upon the giving of such notice, the
\nobligation of each Manager to provide the Services hereunder, and the
\nobligations of the Company to pay Management Fees (except as provided in this
\nSection 4(d)<\/u>), shall be terminated, but all other provisions of this
\nAgreement shall continue unaffected. For purposes of this Agreement,
\n“Requisite Manager<\/u><\/strong>” shall mean (a) in connection with a
\nChange of Control, both Managers (unless there is a Controlling Sponsor (as
\ndefined in the Shareholders Agreement) at such time, in which case the Manager
\nthat is an affiliate of such Controlling Sponsor shall be the only Requisite
\nManager) and (b) in connection with an IPO, both Managers (unless (i) the IPO
\nwas required by an Initiating Sponsor (as defined in the Shareholders
\nAgreement), in which case the Manager that is an affiliate of the Initiating
\nSponsor shall be the only Requisite Manager or (ii) there is a Controlling
\nSponsor at such time, in which case the Manager that is an affiliate of such
\nControlling Sponsor shall be the only Requisite Manager).<\/p>\n

4<\/p>\n

\n

(e) To the extent the Company does not pay, or cause to be paid, any portion
\nof the Lump Sum Fee by reason of any prohibition on such payment pursuant to any
\napplicable law or the terms of any agreement or indenture governing indebtedness
\nof the Company or its subsidiaries, any unpaid portion of the Lump Sum Fee shall
\nbe paid to the Managers immediately on the earlier of (i) the first date on
\nwhich the payment of such unpaid amount is no longer prohibited pursuant to such
\napplicable law or under any such agreement or indenture applicable to the
\nCompany and the Company or its subsidiaries, as applicable, is otherwise able to
\nmake such payment, or cause such payment to be made and (ii) a total or partial
\nliquidation, dissolution or winding up of the Company. Notwithstanding anything
\nto the contrary herein, under any applicable law or under any contract
\napplicable to the Company or its subsidiaries, any forbearance of collection of
\nthe Lump Sum Fee by either Manager shall not be deemed to be a subordination of
\nsuch payments to any other person, entity or creditor of the Company or its
\nsubsidiaries (including, without limitation, the other Manager). Any such
\nforbearance shall be at such Manager153s sole option and discretion and shall in
\nno way impair such Manager153s right to collect such payments or the other
\nManager153s right to collect any payment hereunder. Any portion of the Lump Sum
\nPayment not paid on the scheduled due date shall not bear interest.<\/p>\n

SECTION 5. Reimbursements<\/u><\/strong>. In addition to the fees
\npayable pursuant to this Agreement, the Company will pay, or cause to be paid,
\ndirectly, or reimburse each Manager and each of its affiliates for, their
\nrespective Out-of-Pocket Expenses (as defined below). For the purposes of this
\nAgreement, the term “Out-of-Pocket Expenses<\/u><\/strong>” means the
\nout-of-pocket costs and expenses incurred by each Manager and its affiliates,
\nwhether incurred on, prior to or after the date hereof, in connection with the
\nTransactions and the Services or other services provided by them under this
\nAgreement (including prior to the Closing), or in order to make Securities and
\nExchange Commission and other legally required filings relating to the
\nownership, directly or indirectly, of equity securities of the Company, its
\ncontrolling persons or its subsidiaries by such Manager or its affiliates, or
\notherwise incurred by such Manager or its affiliates from time to time in the
\nfuture in connection with the ownership or subsequent sale or transfer by such
\nManager or its affiliates of capital stock of the Company, its controlling
\npersons or its subsidiaries, including, without limitation, (a) fees and
\ndisbursements of any independent professionals and organizations, including
\nindependent accountants, outside legal counsel or consultants, retained by such
\nManager or any of its affiliates, (b) costs of any outside services or
\nindependent contractors such as financial printers, couriers, business
\npublications, on-line financial services or similar services, retained or used
\nby such Manager or any of its affiliates, and (c) transportation, per diem
\ncosts, word processing expenses or any similar expense not associated with such
\nManager153s or its affiliates153 ordinary operations. All payments or reimbursements
\nfor Out-of-Pocket Expenses will be made by wire transfer in same-day funds
\npromptly upon or as soon as practicable following request for payment or
\nreimbursement in accordance with this Agreement, to the bank account indicated
\nto the Company by the relevant payee.<\/p>\n

5<\/p>\n

\n

SECTION 6. Indemnification<\/u>. <\/strong>The Company will
\nindemnify and hold harmless each Manager and its former, current and future
\ndirect or indirect equityholders, controlling persons, stockholders, directors,
\nofficers, employees, agents, affiliates, members, managers, general or limited
\npartners or assignees (each a “Related Party<\/u><\/strong>“) or any
\nRelated Party of any Related Party (each such person being an
\n“Indemnified Party<\/u><\/strong>“) from and against any and all
\nactions, suits, investigations, losses, claims, damages, liabilities and
\nexpenses (including amounts paid in satisfaction of judgments, in compromises
\nand settlements, as fines and penalties and legal or other costs and reasonable
\nexpenses of investigating or defending against any claim or alleged claim),
\nincluding in connection with seeking indemnification, whether joint or several
\n(the “Liabilities<\/u><\/strong>“), related to, arising out of or in
\nconnection with (a) the Transactions, the Services or other services
\ncontemplated by this Agreement or the engagement of the Managers pursuant to,
\nand the performance by the Managers of the Services or other services
\ncontemplated by, this Agreement, (b) such Manager153s or its respective
\naffiliates153 ownership of Shares (as defined in the Shareholders Agreement) or
\nany other securities of Parent or any of its subsidiaries, or such Manager153s or
\nits affiliates153 control or ability to influence Parent or any of its
\nsubsidiaries (other than any such Liabilities to the extent such Liabilities
\narise out of any breach of the Shareholders Agreement by such Indemnified Party
\nor its affiliates or the breach of any fiduciary or other duty or obligation of
\nsuch Indemnified Party to its direct or indirect equity holders, creditors or
\naffiliates) or (c) the business, operations, properties, assets or other rights
\nor liabilities of Parent or any of its subsidiaries, in each case, whether or
\nnot pending or threatened, whether or not an Indemnified Party is a party,
\nwhether or not resulting in any liability and whether or not such action, claim,
\nsuit, investigation or proceeding is initiated or brought by Parent, Holdings,
\nthe Company or any of their respective subsidiaries; provided<\/u> that if and
\nto the extent that the foregoing undertaking may be unavailable or unenforceable
\nfor any reason, the Company hereby agrees to make the maximum contribution to
\nthe payment and satisfaction of each of the indemnified Liabilities which is
\npermissible under applicable law. The Company will reimburse any Indemnified
\nParty for all reasonable costs and expenses (including reasonable attorneys153
\nfees and expenses and any other litigation-related expenses) as they are
\nincurred in connection with investigating, preparing, pursuing, defending or
\nassisting in the defense of any action, claim, suit, investigation or proceeding
\nfor which the Indemnified Party would be entitled to indemnification under the
\nterms of the previous sentence, or any action or proceeding arising therefrom,
\nwhether or not such Indemnified Party is a party thereto. The Company agrees
\nthat it will not, without the prior written consent of the Indemnified Party,
\nsettle, compromise or consent to the entry of any judgment in any pending or
\nthreatened claim, action or proceeding relating to the matters contemplated
\nhereby (if any Indemnified Party is a party thereto or has been threatened to be
\nmade a party thereto) unless such settlement, compromise or consent includes an
\nunconditional release of the Indemnified Party from all liability, without
\nfuture obligation or prohibition on the part of the Indemnified Party, arising
\nor that may arise out of such claim, action or proceeding, and does not contain
\nan admission of guilt or liability on the part of the Indemnified Party. The
\nCompany will not be liable under the foregoing indemnification provision with
\nrespect to any particular loss, claim, damage, liability, cost or expense of an
\nIndemnified Party that is determined by a court, in a final judgment from which
\nno further appeal may be taken, to have resulted solely from the willful
\nmisconduct, bad faith or fraud of such Indemnified Party. The attorneys153 fees
\nand other expenses of an Indemnified Party shall be paid by the Company as they
\nare incurred upon receipt, in each case, of an undertaking by or on behalf of
\nthe Indemnified Party to repay such amounts if it is finally judicially
\ndetermined that the Liabilities in question resulted solely from the willful
\nmisconduct, bad faith or fraud of such Indemnified Party. For the avoidance of
\ndoubt, in no event shall Parent, Holdings, the Company or any of their
\nrespective subsidiaries have any liability to any Indemnified Party for any
\nLiabilities arising from any failure to agree to any conditions, restrictions,
\nobligations or requirements in connection with applicable antitrust laws, except
\nto the extent such failure arises in connection with a transaction in which
\nParent, Holdings, the Company or any of their respective subsidiaries are party.\n<\/p>\n

6<\/p>\n

\n

The Company acknowledges and agrees that the Company shall, and to the extent
\napplicable shall cause the Controlled Entities (as defined below) to, be fully
\nand primarily responsible for the payment to the Indemnified Parties in respect
\nof Liabilities in connection with any Jointly Indemnifiable Claims (as defined
\nbelow), pursuant to and in accordance with (as applicable) the terms of (i) the
\nGeneral Corporation Law of the State of Delaware, as amended, (ii) this
\nAgreement, (iii) the certificate of incorporation and bylaws of the Company, as
\namended, (iv) any other agreement between the Company or any Controlled Entity
\nand the Indemnified Parties pursuant to which the Indemnified Parties are
\nindemnified, (v) the laws of the jurisdiction of incorporation or organization
\nof any Controlled Entity and\/or (vi) the certificate of incorporation,
\ncertificate of organization, bylaws, partnership agreement, operating agreement,
\ncertificate of formation, certificate of limited partnership or other
\norganizational or governing documents of any Controlled Entity ((i) through (vi)
\ncollectively, the “Indemnification Sources<\/u><\/strong>“),
\nirrespective of any right of recovery the Indemnified Parties may have from any
\ncorporation, limited liability company, partnership, joint venture, trust,
\nemployee benefit plan or other enterprise (other than the Company, any
\nControlled Entity or the insurer under and pursuant to an insurance policy of
\nthe Company, or any Controlled Entity) from whom an Indemnified Party may be
\nentitled to indemnification with respect to which, in whole or in part, the
\nCompany or any Controlled Entity may also have an indemnification obligation
\n(collectively, the “Indemnified Party-Related
\nEntities<\/u><\/strong>“). Under no circumstance shall the Company or any
\nControlled Entity be entitled to any right of subrogation or contribution by the
\nIndemnified Party-Related Entities and no right of advancement or recovery the
\nIndemnified Party may have from the Indemnified Party-Related Entities shall
\nreduce or otherwise alter the rights of the Indemnified Party or the obligations
\nof the Company or any Controlled Entity under the Indemnification Sources. In
\nthe event that any of the Indemnified Party-Related Entities shall make any
\npayment to the Indemnified Party in respect of indemnification with respect to
\nany Jointly Indemnifiable Claim, (x) the Company shall, and to the extent
\napplicable shall cause the Controlled Entities to, reimburse the Indemnified
\nParty-Related Entity making such payment to the extent of such payment promptly
\nupon written demand from such Indemnified Party-Related Entity, (y) to the
\nextent not previously and fully reimbursed by the Company and\/or any Controlled
\nEntity pursuant to clause (x), the Indemnified Party-Related Entity making such
\npayment shall be subrogated to the extent of the outstanding balance of such
\npayment to all of the rights of recovery of the Indemnified Party against the
\nCompany and\/or any Controlled Entity, as applicable, and (z) the Indemnified
\nParty shall execute all papers reasonably required and shall do all things that
\nmay be reasonably necessary to secure such rights, including the execution of
\nsuch documents as may be necessary to enable the Indemnified Party-Related
\nEntities effectively to bring suit to enforce such rights. The Company shall
\ncause each of the Controlled Entities to perform the terms and obligations of
\nthis paragraph as though each such Controlled Entity was a party to this
\nAgreement.<\/p>\n

For purposes of this Agreement, the term (a) “Jointly
\nIndemnifiable Claims<\/u><\/strong>” shall be broadly construed and shall include,
\nwithout limitation, any Liabilities for which the Indemnified Party shall be
\nentitled to indemnification from both (1) the Company and\/or any Controlled
\nEntity pursuant to the Indemnification Sources, on the one hand, and (2) any
\nIndemnified Party-Related Entity pursuant to any other agreement between any
\nIndemnified Party-Related Entity and the Indemnified Party pursuant to which the
\nIndemnified Party is indemnified, the laws of the jurisdiction of incorporation
\nor organization of any Indemnified Party-Related Entity and\/or the certificate
\nof incorporation, certificate of organization, bylaws, partnership agreement,
\nlimited liability company or operating agreement, certificate of formation,
\ncertificate of limited partnership or other organizational or governing
\ndocuments of any Indemnified Party-Related Entity, on the other hand, and (b)
\nthe term “Controlled Entity<\/u><\/strong>” shall mean any other
\ncorporation, limited liability company, partnership, joint venture, trust,
\nemployee benefit plan or other enterprise controlled by the Company.<\/p>\n

7<\/p>\n

\n

The rights of an Indemnified Party to indemnification hereunder will be in
\naddition to any other rights and remedies any such person may have under any
\nother agreement or instrument to which each Indemnified Party is or becomes a
\nparty or is or otherwise becomes a beneficiary or under any law or regulation.\n<\/p>\n

SECTION 7. Accuracy of Information<\/u>.<\/strong> The Company shall
\nfurnish or cause to be furnished to each of the Managers such information as
\neach of the Managers believes reasonably appropriate to render the Services and
\nother services contemplated by this Agreement and to comply with the Securities
\nand Exchange Commission or other legal requirements relating to the beneficial
\nownership, directly or indirectly, by the Managers or their respective
\naffiliates and their respective members, officers and employees of equity
\nsecurities of the Company or any controlling person or subsidiary thereof (all
\nsuch information so furnished, the “Information<\/u><\/strong>“). The
\nCompany recognizes and confirms that the Managers (a) will use and rely
\nprimarily on the Information and on information available from generally
\nrecognized public sources in performing the Services and other services
\ncontemplated by this Agreement without having independently verified the same,
\n(b) do not assume responsibility for the accuracy or completeness of the
\nInformation and such other information and (c) are entitled to rely upon the
\nInformation without independent verification.<\/p>\n

SECTION 8. Term<\/u>.<\/strong> This Agreement will become effective
\nas of the Effective Time (as defined in the Merger Agreement) and (except as
\notherwise provided herein) will continue until the eighth anniversary of the
\ndate hereof (the “Term<\/u>“); provided<\/u>, however<\/u>, that the Term
\nof this Agreement shall automatically be extended thereafter for successive
\none-year periods unless either the Company or both Managers deliver a written
\nnotice to the other of its desire to terminate this Agreement at least 90 days
\nprior to such eight-year anniversary or the expiration of any such one-year
\nperiod thereafter. Notwithstanding anything to the contrary set forth herein,
\n(x) the expiration of the Term will not affect the obligations of the Company to
\npay, or cause to be paid, any amounts accrued but not yet paid as of the date of
\nsuch expiration and (y) the provisions of Sections 4(c)<\/u>, 4(e)<\/u>,
\n5<\/u>, 6<\/u>, 7<\/u>, 8<\/u>, 9<\/u> and 10<\/u> hereof will
\nsurvive the expiration of the Term. The Management Fee will accrue and be
\npayable with respect to the entire calendar year of the Company in which the
\nTerm expires.<\/p>\n

SECTION 9. Disclaimer, Release and Limitation of
\nLiability<\/u>.<\/strong><\/p>\n

(a) Disclaimer; Standard of Care<\/u>. Neither Manager nor any of their
\nrespective affiliates makes any representation or warranty, express or implied,
\nin respect of the Services to be provided hereunder. In no event shall a Manager
\nor any Indemnified Party be liable to the Company or any of its affiliates for
\nany act, alleged act, omission or alleged omission that does not constitute
\nwillful misconduct, bad faith or fraud of such Manager as determined by a final,
\nnon-appealable determination of a court of competent jurisdiction.<\/p>\n

8<\/p>\n

\n

(b) Freedom to Pursue Opportunities<\/u>. In recognition that each Manager
\nand its affiliates currently have, and will in the future have or will consider
\nacquiring, investments in numerous companies with respect to which such Manager
\nor its affiliates may serve as an advisor, a director or in some other capacity,
\nin recognition that such Manager and its affiliates have myriad duties to
\nvarious investors and partners, in anticipation that the Company, on the one
\nhand, and the Managers (or one or more of their respective affiliates,
\nassociated investment funds or portfolio companies), on the other hand, may
\nengage in the same or similar activities or lines of business and have an
\ninterest in the same areas of corporate opportunities, in recognition of the
\nbenefits to be derived by the Company hereunder, and in recognition of the
\ndifficulties which may confront any advisor who desires and endeavors fully to
\nsatisfy such advisor153s duties in determining the full scope of such duties in
\nany particular situation, the provisions of this Section 9(b)<\/u> are set
\nforth to regulate, define and guide the conduct of certain affairs of the
\nCompany as they may involve the Managers. Except as a Manager may otherwise
\nagree in writing after the date hereof:<\/p>\n

(i) Each Manager and its affiliates (including one or more associated
\ninvestments funds or portfolio companies) shall have the right: (A) to directly
\nor indirectly engage in any business (including, without limitation, any
\nbusiness activities or lines of business that are the same as or similar to
\nthose pursued by, or competitive with, the Company and its subsidiaries); (B) to
\ndirectly or indirectly do business with any client or customer of the Company
\nand its subsidiaries; (C) to take any other action that such Manager believes in
\ngood faith is necessary to or appropriate to fulfill its obligations as
\ndescribed in the first sentence of this Section 9(b)<\/u>; and (D) not to
\npresent potential transactions, matters or business opportunities to the Company
\nor any of its subsidiaries, and to pursue, directly or indirectly, any such
\nopportunity for themselves, and to direct any such opportunity to another
\nperson.<\/p>\n

(ii) Each Manager and its affiliates shall have no duty (contractual or
\notherwise) to communicate or present any corporate opportunities to the Company
\nor any of its affiliates or to refrain from any actions specified in Section
\n9(b)(i)<\/u> hereof, and the Company, on its own behalf and on behalf of its
\naffiliates, hereby irrevocably waives any right to require any Manager or any of
\ntheir respective affiliates to act in a manner inconsistent with the provisions
\nof this Section 9(b)<\/u>.<\/p>\n

(iii) Neither the Managers nor any of their respective affiliates shall be
\nliable to the Company or any of its affiliates for breach of any duty
\n(contractual or otherwise) by reason of any activities or omissions of the types
\nreferred to in this Section 9(b)<\/u> or of any such person153s participation
\ntherein.<\/p>\n

(c) Release<\/u>. The Company hereby irrevocably and unconditionally
\nreleases and forever discharges each Manager and each other Indemnified Party
\nfrom any and all liabilities, claims and causes of action related to or arising
\nout of or in connection with the Transactions, the Services or other services
\ncontemplated by this Agreement or the engagement of such Manager pursuant to,
\nand the performance by such Manager of the Services or other services
\ncontemplated by, this Agreement that the Company may have suffered or incurred,
\nor may claim to have suffered or incurred, on or after the date hereof, except
\nwith respect to any act or omission that constitutes willful misconduct, bad
\nfaith or fraud of such Manager or Indemnified Party as determined by a final,
\nnon-appealable determination of a court of competent jurisdiction. In no event
\nshall a Manager or such Manager153s Indemnified Parties be liable for any such
\nwillful misconduct, bad faith or fraud of the other Manager or such other
\nManager153s Indemnified Parties.<\/p>\n

9<\/p>\n

\n

(d) Limitation of Liability<\/u>. In no event will any Manager or any
\nIndemnified Party be liable to the Company or any of its affiliates (i) for any
\nindirect, special, incidental or consequential damages, including, without
\nlimitation, lost profits or savings, whether or not such damages are
\nforeseeable, or for any third-party claims (whether based in contract, tort or
\notherwise), related to or arising out of or in connection with the Transactions,
\nthe Services or other services contemplated by this Agreement or the engagement
\nof such Manager pursuant to, and the performance by such Manager of the Services
\nor other services contemplated by, this Agreement that the Company may have
\nsuffered or incurred, or may claim to have suffered or incurred, on or after the
\ndate hereof, except with respect to any act or omission that constitutes willful
\nmisconduct, bad faith or fraud as determined by a final, non-appealable
\ndetermination of a court of competent jurisdiction or (ii) for an amount in
\nexcess of the fees actually received by such Manager hereunder.<\/p>\n

(e) Several Not Joint Obligations<\/u>. The obligations of each Manager
\nunder this Agreement are several and not joint with the obligations of the other
\nManager, and no Manager shall be responsible in any way for the performance of
\nthe obligations of the other Manager under this Agreement.<\/p>\n

SECTION 10. Miscellaneous<\/u>.<\/strong><\/p>\n

(a) No amendment or waiver of any provision of this Agreement, or consent to
\nany departure by any party hereto from any such provision, will be effective
\nunless it is in writing and signed by each of the parties hereto. Any amendment,
\nwaiver or consent will be effective only in the specific instance and for the
\nspecific purpose for which given. The waiver by any party of any breach of this
\nAgreement will not operate as or be construed to be a waiver by such party of
\nany subsequent breach.<\/p>\n

(b) Any notices or other communications required or permitted hereunder shall
\nbe made in writing and will be sufficiently given if delivered personally, sent
\nby facsimile or e-mail with confirmed receipt, or delivered by overnight courier
\nor certified or registered mail, postage prepaid, addressed as follows or to
\nsuch other address of which the parties may have given written notice:<\/p>\n

if to SLMC:<\/p>\n

10<\/p>\n

\n

with a copy (which copy shall not constitute notice) to:<\/p>\n

if to WP:<\/p>\n

with a copy (which copy shall not constitute notice) to:<\/p>\n

if to the Company:<\/p>\n

Unless otherwise specified herein, such notices or other communications will
\nbe deemed received (i) on the date delivered, if delivered personally or sent by
\nfacsimile or e-mail with confirmed receipt, (ii) one business day after being
\nsent by overnight courier and (iii) three business days after being sent by
\ncertified or registered mail.<\/p>\n

11<\/p>\n

\n

(c) This Agreement constitutes the entire agreement among the parties with
\nrespect to the subject matter hereof, and supersedes all previous oral and
\nwritten (and all contemporaneous oral) negotiations, commitments, agreements and
\nunderstandings relating hereto.<\/p>\n

(d) This Agreement will be governed by, and construed in accordance with, the
\nlaws of the State of New York.<\/p>\n

(e) Each party to this Agreement, by its execution hereof, (i) hereby
\nirrevocably submits to the exclusive jurisdiction of the state and federal
\ncourts sitting in New York County, New York for the purpose of any action,
\nclaim, cause of action or suit (in contract, tort or otherwise), inquiry,
\nproceeding or investigation arising out of or based upon this Agreement or
\nrelating to the subject matter hereof, (ii) hereby waives to the extent not
\nprohibited by applicable law, and agrees not to assert, and agrees not to allow
\nany of its subsidiaries to assert, by way of motion, as a defense or otherwise,
\nin any such action, any claim that it is not subject personally to the
\njurisdiction of the above-named courts, that its property is exempt or immune
\nfrom attachment or execution, that any such proceeding brought in one of the
\nabove-named courts is improper, or that this Agreement or the subject matter
\nhereof or thereof may not be enforced in or by such court and (iii) hereby
\nagrees not to commence or maintain any action, claim, cause of action or suit
\n(in contract, tort or otherwise), inquiry, proceeding or investigation arising
\nout of or based upon this Agreement or relating to the subject matter hereof or
\nthereof other than before one of the above-named courts nor to make any motion
\nor take any other action seeking or intending to cause the transfer or removal
\nof any such action, claim, cause of action or suit (in contract, tort or
\notherwise), inquiry, proceeding or investigation to any court other than one of
\nthe above-named courts whether on the grounds of inconvenient forum or
\notherwise. Notwithstanding the foregoing, to the extent that any party hereto is
\nor becomes a party in any litigation in connection with which it may assert
\nindemnification rights set forth in this agreement, the court in which such
\nlitigation is being heard shall be deemed to be included in clause (i) above.
\nNotwithstanding the foregoing, any party to this Agreement may commence and
\nmaintain an action to enforce a judgment of any of the above-named courts in any
\ncourt of competent jurisdiction. Each party hereto hereby consents to service of
\nprocess in any such proceeding in any manner permitted by New York law, and
\nagrees that service of process by registered or certified mail, return receipt
\nrequested, at its address specified pursuant to Section 10(b)<\/u> hereof is
\nreasonably calculated to give actual notice.<\/p>\n

(f) Each of the parties hereby waives to the fullest extent permitted by
\napplicable law any right it may have to a trial by jury with respect to any
\naction, proceeding or counterclaim (whether based upon contract, tort or
\notherwise) directly or indirectly arising out of, under or in connection with
\nthis Agreement or the transactions contemplated hereby.<\/p>\n

12<\/p>\n

\n

(g) Neither this Agreement nor any of the rights or obligations hereunder may
\nbe assigned by the Company without the prior written consent of both Managers;
\nprovided<\/u>, however<\/u>, that each Manager may assign or transfer its
\nduties or interests hereunder to any of its affiliates (other than any portfolio
\ncompanies affiliated with such Manager) at the sole discretion of such Manager.
\nSubject to the foregoing, the provisions of this Agreement will be binding upon
\nand inure to the benefit of the parties hereto and their respective successors
\nand assigns. Subject to the next sentence, no person or party other than the
\nparties hereto and their respective successors or permitted assigns is intended
\nto be a beneficiary of this Agreement. The parties acknowledge and agree that
\n(i) each of the Indemnified Party-Related Entities shall be third-party
\nbeneficiaries with respect to Section 6<\/u> hereof and (ii) each of the
\nIndemnified Parties shall be third-party beneficiaries with respect to
\nSections 6<\/u> and 9<\/u> hereof, in each case entitled to enforce such
\nprovisions as though each such Indemnified Party-Related Entity or Indemnified
\nParty, as applicable, were a party to this Agreement.<\/p>\n

(h) This Agreement may be executed by one or more parties to this Agreement
\non any number of separate counterparts (including by facsimile), and all of said
\ncounterparts taken together will be deemed to constitute one and the same
\ninstrument.<\/p>\n

(i) Any provision of this Agreement that is prohibited or unenforceable in
\nany jurisdiction will, as to such jurisdiction, be ineffective to the extent of
\nsuch prohibition or unenforceability without invalidating the remaining
\nprovisions hereof, and any such prohibition or unenforceability in any
\njurisdiction will not invalidate or render unenforceable such provision in any
\nother jurisdiction.<\/p>\n

(j) Each payment made by the Company pursuant to this Agreement shall be paid
\nby wire transfer of immediately available federal funds to such account or
\naccounts as specified by the Managers to the Company prior to such payment.<\/p>\n

[signature page follows] <\/em><\/p>\n

13<\/p>\n

\n

IN WITNESS WHEREOF, the undersigned have executed, or have caused to be
\nexecuted, this Transaction and Management Fee Agreement as of the date first
\nwritten above.<\/p>\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SILVER LAKE MANAGEMENT<\/p>\n

COMPANY III, L.L.C.<\/p>\n<\/td>\n<\/tr>\n

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

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

<\/td>\n\n

\/s\/ GLENN H. HUTCHINS<\/p>\n<\/td>\n<\/tr>\n

\n

Name: Glenn H. Hutchins<\/p>\n<\/td>\n<\/tr>\n

\n

Title: Managing Member<\/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

WARBURG PINCUS LLC<\/p>\n<\/td>\n<\/tr>\n

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

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

<\/td>\n\n

\/s\/ CARY DAVIS<\/p>\n<\/td>\n<\/tr>\n

\n

Name: Cary Davis<\/p>\n<\/td>\n<\/tr>\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 MERGER CORPORATION<\/p>\n<\/td>\n<\/tr>\n

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

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

<\/td>\n\n

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

\n

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

\n

Title: Vice-President Vice President<\/p>\n

and Secretary and Treasurer<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

[Transaction and Management Fee Agreement] <\/em><\/p>\n

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