Exhibit 10.1
EXECUTION VERSION
AMENDMENT TO THE AMENDED AND
RESTATED TRANSITION
SERVICES AGREEMENT
This is an Amendment (the “
Amendment ”) to the Amended and Restated Transition
Services Agreement dated as of May 6, 2005 by and among
Instinet Group Incorporated, (“ Buyer ”), Bridge
Trading Company (the “ Company ”), and Reuters
America LLC (“ Reuters ”), (the “
Agreement ”). Capitalized terms used but not otherwise
defined herein shall have the meanings specified in the
Agreement.
WHEREAS, Buyer, Reuters and the
Company entered into the Agreement effective as of the Closing (as
such term defined in the Purchase Agreement) pursuant to which
Reuters provides certain transition services to the Company on the
terms and conditions set forth therein;
WHEREAS, effective as
October 1, 2005, the OrdPro related Services described on
Schedule A (item 1 under the heading “Technology Services
(see Schedule B for further detail)”) and B to the Agreement
will terminate in accordance with a written notice of such
termination received by Reuters from Buyer on September 23,
2005 pursuant to Section 7 of the Agreement;
WHEREAS, in connection with this
termination, Buyer, Reuters and the Company desire to amend
Schedules A and B of the Agreement with respect to the Technology
Services described thereon.
NOW THEREFOR, in consideration of
the mutual promises hereinafter set forth and other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, each of Buyer, the Company and Reuters hereby
agrees to amend the Agreement effective as of October 1, 2005
as hereinafter provided.
1. The Services listed on Schedule A to the
Agreement under the heading “Technology Services (see
Schedule B for further detail)” shall be deleted in their
entirety and replaced with the following:
Technology Services (see Schedule
B for further detail):
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1.
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OrdPro related
Services to be performed on an ‘as needed basis’ at the
Company’s request:
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•
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Market hours
support (as further described under clause a and b below) in the
event, if any, the Company is required
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