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EXHIBIT 10.28
April 10, 1997
ADP Financial Information Services, Inc.
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Attention: President
Gentlemen:
Reference is made to the Optional Service Delivery Agreement dated as of 1st
April, 1996 (the "Agreement") by and between ADP Financial Information Services,
Inc. ("ADP") and ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, Inc. ("MCM" or "Source" as the
case may be). Capitalized terms used in this letter agreement and not otherwise
defined, shall have the meanings ascribed to them in the Agreement. Now
therefore the parties, in consideration of the premises and mutual covenants
contained herein, the legal sufficiency of which is hereby acknowledged, agree
as follows:
A. Amendment of Agreement. Effective as of and from 1st January, 1997, the
Agreement is hereby amended as follows:
1. ADP's Fee. Section 5 of the Agreement is hereby deleted in its
entirety and amended to read as follows:
"5. Charges/Fees
(a) ADP's Fee. Subject to the provisions set forth in
subsection (f) hereof, ADP shall not be entitled to
any portion of the fees charged by Source for the
Source Services. It being agreed that Source shall
retain the entire subscriber subscription fee for the
term of this Agreement and any extensions thereof.
(b) Sales Commission and Fee. ADP shall not be
entitled to any fee or commission for subscriptions
to a Source Service sold to an ADP Subscriber by a
salesperson working for ADP unless Source deems the
payment of a fee or commission appropriate.
(c) Payment. Within sixty (60) days after the end of
each calendar quarter falling fully or partially
within the term of this Agreement, ADP shall deliver
to Source a report showing the subscription receipts
for such quarter, and the amounts due Source, and,
except as set forth in the following sentence, a
check payable to Source for the gross amount of said
subscription receipts. For
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those ADP Subscribers which ADP bills for Source
Services outside the United States. ADP will remit
payment within thirty (30) days of receipt of payment
from said ADP Subscriber. All payments made hereunder
shall be made in U.S. dollars. If ADP is required by
applicable law to pay or withhold any taxes for the
subscription fees collected on behalf of Source, ADP
shall be entitled to deduct and withhold income or
excise taxes or other taxes, withholdings or
governmental charges ("Taxes") from any subscription
fees collected. In the event that ADP withholds Taxes
from amounts payable to Source hereunder, it shall
remit to Source the subscription receipts net of any
Taxes and shall provide a statement setting forth the
amount of Taxes withheld, the applicable rate and
other information which may be reasonably requested
relating to the Taxes.
(d) Adjustments. Source acknowledges that ADP may
make initial calculations and payments of amounts due
Source based on amounts billed to Source Subscribers
in respect of Source Services, and accordingly there
may be post payment adjustments to amounts remitted
by ADP to Source pursuant to subsection 5(c) hereof
to reflect (i) amounts, billed in error for credits
ADP gave in the ordinary course of business to Source
Subscribers, and (ii) amounts ADP was unable to
collect from Source Subscribers.
(e) Records. ADP shall maintain complete and accurate
books and records (collectively, the "Records") with
respect to all amounts it billed to Source
Subscribers in respect of subscriptions to the Source
Services. Source shall have the right upon at least
sixty (60) days' prior written notice to inspect such
Records during normal business hours no more
frequently than once per year. All information gained
by Source from such inspection will be kept in strict
confidence and will be used solely for the purpose of
verifying the accuracy of the computation of the
amounts due hereunder.
(f) "Notwithstanding the foregoing, and subject
to the provisions set forth below, if after
the date of this amendment and during the
remainder of the Initial Term hereof Source
enters into an agreement, amendment,
addendum, supplement or similar arrangement
(collectively, an "Amendment") with Reuters
Limited ("Reuters") pursuant to which Source
agrees to pay to Reuters a percentage fee
based upon the amounts received from Source
Subscribers (excluding all sales or other
similar taxes) by Source and Reuters in
respect of subscriptions to the Source
Services distributed by Reuters, then Source
will promptly notify ADP thereof, and the
terms
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of an such Amendment insofar as they relate
to the fee to be paid to Reuters shall
become part of this Agreement on the date
such terms became available to Reuters, this
Agreement being deemed to be so amended as
of such date. Source represents and warrants
to ADP in connection with the execution of
this amendment that, excluding Dow ▇▇▇▇▇
Telerate, Source has not entered into an
agreement or an amendment of an existing
agreement with another optional service
delivery provider carrying the equivalent
Source Services which provided for the
payment of a greater percentage of amounts
received from Source Subscribers than that
percentage of amounts received from Source
Subscribers set forth in Subsection 5(a) of
the original Agreement. Source shall, upon
ADP's request given from time to time during
the term of this Agreement, but in no event
more than once a year, cause its President
to certify to ADP, within 90 days after
receiving such request, whether or not
Source is in compliance with its obligations
under this subsection 5(f)."
2. Effect of Amendment. Except as expressly amended hereby, the
Agreement shall remain in full force and effect.
Please sign below to indicate your agreement to the foregoing.
Very truly yours,
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, Inc.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇
President
ACCEPTED AND AGREED:
ADP FINANCIAL INFORMATION
SERVICES, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President
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