AMENDMENT NO. 1 TO
TAX MATTERS AGREEMENT
THIS AMENDMENT NO. 1 TO TAX MATTERS AGREEMENT (this Amendment) is entered into as of September 15, 2021, among Daily Mail and General Trust plc, a public limited company organized under the laws of England and Wales (Parent), DMG Atlantic Ltd, a private limited company organized under the laws of England and Wales (UK Seller and together with Parent, the Daily Mail Parties), and Moodys Analytics, Inc., a Delaware corporation (Purchaser). Capitalized terms not otherwise defined in this Amendment shall have the meanings ascribed to such terms in the Tax Matters Agreement (as defined below).
WHEREAS, the Daily Mail Parties and Purchaser are party to the Tax Matters Agreement, dated as of August 5, 2021 (the Tax Matters Agreement);
WHEREAS, the Daily Mail Parties, the Transferred US Entity and Purchaser entered into Amendment No. 1 to Purchase Agreement dated as of the date of hereof (the Purchase Agreement Amendment); and
WHEREAS, in connection the Purchase Agreement Amendment the parties desire to amend the Tax Matters Agreement as set forth herein, in accordance with Section 10.03 of the Purchase Agreement.
NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, agree as follows:
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The following definition shall replace the existing defined term Seller Deductions in Section 1.01 (General) of the Tax Matters Agreement:
Seller Deductions means all items of loss, deduction or credit arising out of or resulting from (a) any Transaction Expenses (as finally determined) (b) any amounts required to be paid pursuant to Section 2.04 of the Purchase Agreement or (c) the CEO LTIP Amount, in each case, to the extent that such items are more-likely-than-not deductible under applicable Law, as determined by a Big Four accounting firm.
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The following definitions shall be added to Section 1.01 (General) of the Tax Matters Agreement:
Specified Contract has the meaning ascribed to it in Schedule I.
Specified Loss has the meaning ascribed to it in Schedule I.
Specified Party has the meaning ascribed to it in Schedule I.