ARTICLE I REFERENCE DATALease Agreement • October 13th, 1998 • Global Decisions Group LLC • Investment advice • Massachusetts
FORM OF OPTION AGREEMENTOption Agreement • January 20th, 1998 • Global Decisions Group LLC • Investment advice • Delaware
1 VIA HAND DELIVERY ----------------- August 16, 1996 Joseph M. Khan, President Key Information Systems, Inc. One Chase Plaza, 37th Floor New York, NY 10005 RE: Amendment to Services Agreement Dear Joe: This letter will confirm our agreement to extend...Services Agreement • August 27th, 1997 • Global Decisions Group LLC
2- 3 as amended from time to time by written notice from KIS to MCM, is and shall remain the exclusive property of KIS and KIS shall adequately label or otherwise identify to third parties its ownership rights in such equipment. Neither party shall...Service Agreement • August 27th, 1997 • Global Decisions Group LLC • New York
OFLimited Liability Company Agreement • August 27th, 1997 • Global Decisions Group LLC • Delaware
1 Exhibit 10.44 CONSULTING AGREEMENT CONSULTING AGREEMENT, dated as of October 1, 1997, by and among Peter Derow, located at 590 Madison Avenue, New York, NY 10022 (the "Consultant"), and MCM Group, Inc. of One Chase Manhattan Plaza, 37th Floor, New...Consulting Agreement • January 20th, 1998 • Global Decisions Group LLC • Investment advice • New York
1 EXHIBIT 10.47 CREDIT AGREEMENT, dated as of February 12, 1998, among GLOBAL DECISIONS GROUP LLC, a Delaware limited liability company (the "Parent"), McCARTHY, CRISANTI & MAFFEI, INC., a New York corporation (the "Borrower"), the several banks and...Credit Agreement • October 13th, 1998 • Global Decisions Group LLC • Investment advice • New York
3 4 Common Stock, each such option to be granted pursuant to the terms of the MCM Group, Inc. Stock Option Plan (the "Stock Option Plan") and to have a ten year term, as follows: (i) Employee shall be granted options to purchase up to an aggregate of...Employment Agreement • August 27th, 1997 • Global Decisions Group LLC • New York
ARTICLE I BUSINESS DEVELOPMENT AND CONSULTINGAdvisory Agreement • August 27th, 1997 • Global Decisions Group LLC • New York
1 Exhibit 10.5 CAMBRIDGE ENERGY RESEARCH ASSOCIATES, INC. EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated as of , 1997, between Cambridge Energy Research Associates, Inc. (and any successor thereto, "Employer"), a Massachusetts corporation, and (the...Employment Agreement • August 27th, 1997 • Global Decisions Group LLC • Delaware
3 4 less than the maximum EBITDA target so specified, a proportionate share of the Performance Options shall become exercisable as of such date, or (B) nine years following the date of grant, subject, in each such case under the following clauses...Employment Agreement • August 27th, 1997 • Global Decisions Group LLC • New York
LEASE betweenLease • August 27th, 1997 • Global Decisions Group LLC • New York
1 Exhibit 10.33 SOFTWARE LICENSE AGREEMENT This Agreement is made as of this first day of June, 1993, by and between Key Information Systems, Inc. (hereinafter referred to as "KIS"), a New York corporation and McCarthy, Crisanti & Maffei, Inc....Software License Agreement • August 27th, 1997 • Global Decisions Group LLC • New York
1 EX 10.48 EXHIBIT B TO CREDIT AGREEMENT FORM OF GUARANTEE AND COLLATERAL AGREEMENT GUARANTEE AND COLLATERAL AGREEMENT, dated as of February 11, 1998, made by GLOBAL DECISIONS GROUP LLC, a Delaware limited liability company (the "Parent"), MCM GROUP,...Guarantee and Collateral Agreement • October 13th, 1998 • Global Decisions Group LLC • Investment advice • New York
CAMBRIDGE ENERGY RESEARCH ASSOCIATES, INC. 20 UNIVERSITY ROAD CAMBRIDGE, MASSACHUSETTS 02138 September 21, 1994Severance Agreement • August 27th, 1997 • Global Decisions Group LLC
EXHIBIT 4.2 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • February 12th, 1998 • Global Decisions Group LLC • Investment advice • Delaware
AMENDMENTService Agreement • August 27th, 1997 • Global Decisions Group LLC • New York
3 4 (k) "Related Document" means any agreement, certificate, instrument or other document to which the Company, MCM or any Subsidiary may be a party or by which it or any of its properties or assets may be bound or affected from time to time relating...Indemnification Agreement • August 27th, 1997 • Global Decisions Group LLC • Delaware
2 3 thereof to such Indemnitee, acknowledge liability for such indemnification claim and at its option and at its sole cost and expense assume the defense of any claim or any litigation resulting therefrom, provided that counsel for the Indemnitor,...Indemnification Agreement • August 27th, 1997 • Global Decisions Group LLC • New York
1 EXHIBIT 10.12 CONSULTING AGREEMENT This CONSULTING AGREEMENT, dated as of August 31, 1996, among MCM Group, Inc., a Delaware corporation (the "Company"), McCarthy, Crisanti & Maffei, Inc., a New York corporation ("MCM and, together with the Company,...Consulting Agreement • August 27th, 1997 • Global Decisions Group LLC • New York
OFLimited Liability Company Agreement • January 20th, 1998 • Global Decisions Group LLC • Investment advice • Delaware
CAMBRIDGE ENERGY RESEARCH ASSOCIATES, INC. 20 UNIVERSITY ROAD CAMBRIDGE, MASSACHUSETTS 02138 July 2, 1993Employment Agreement • August 27th, 1997 • Global Decisions Group LLC
AGREEMENTOptional Service Delivery Agreement • August 27th, 1997 • Global Decisions Group LLC • New York
MCM GROUP, INC.Registration and Participation Agreement • August 27th, 1997 • Global Decisions Group LLC • New York
OFLimited Liability Company Agreement • August 27th, 1997 • Global Decisions Group LLC • Delaware
CONFORMED COPY PLAN OF MERGER AND EXCHANGE AGREEMENTPlan of Merger and Exchange Agreement • January 20th, 1998 • Global Decisions Group LLC • Investment advice • Delaware
EXHIBIT C TO CREDIT AGREEMENT FORM OF TRADEMARK SECURITY AGREEMENT TRADEMARK SECURITY AGREEMENT, dated as of February 11, 1998, made by [McCarthy, Crisanti & Maffei, Inc., a New York corporation] (the "Grantor"), in favor of The Chase Manhattan Bank,...Trademark Security Agreement • October 13th, 1998 • Global Decisions Group LLC • Investment advice • New York
Draft--December 2, 1997 CONTINGENT OPTION AGREEMENT CONTINGENT OPTION AGREEMENT, dated as of ______________, 1997, between Global Decisions Group LLC, a Delaware limited liability company (the "Parent"), and [INSERT NAME OF STOCKHOLDER OR GS LP] (the...Contingent Option Agreement • January 20th, 1998 • Global Decisions Group LLC • Investment advice • Delaware
2 3 6. Limitation of Liability. In providing Services hereunder, neither the Services Providers and their affiliates nor any of their respective officers, directors, employees, shareholders, controlling persons, agents, affiliated persons,...Interim Services Agreement • August 27th, 1997 • Global Decisions Group LLC • New York
FORM OF MASTER BAILMENT AGREEMENTMaster Bailment Agreement • January 20th, 1998 • Global Decisions Group LLC • Investment advice • New York
1 Exhibit 10.36.2 FORM OF CAMBRIDGE ENERGY RESEARCH ASSOCIATES, INC. LLC UNIT GRANT AGREEMENTLLC Unit Grant Agreement • January 20th, 1998 • Global Decisions Group LLC • Investment advice • Delaware
August 10, 1998, but effective as of October 1, 1997 McCarthy, Crisanti & Maffei, Inc. 590 Madison Avenue New York, New York 10022 Dear Sirs: Reference is made to a Lease dated as of March 1, 1997, as amended by Amendment dated July 21, 1997...Lease Agreement • October 13th, 1998 • Global Decisions Group LLC • Investment advice • New York
1 Exhibit 10.22 DIRECT FEED DELIVERY AGREEMENT THIS AGREEMENT, dated as of July 1, 1993 between REUTERS LIMITED, a corporation organized under U.K. law, with offices at 85 Fleet Street, London, EC 4AJ ("Reuters") and MCCARTHY, CRISANTI & MAFFEI, INC.,...Direct Feed Delivery Agreement • August 27th, 1997 • Global Decisions Group LLC
1 Exhibit 10.34 OPTION AGREEMENT This Agreement is made as of this first day of June, 1993 by and between Key Information Systems, Inc. ("KIS"), a New York Corporation, and McCarthy, Crisanti & Maffei, Inc. ("MCM"), a New York corporation. WHEREAS,...Option Agreement • August 27th, 1997 • Global Decisions Group LLC • New York
1 Exhibit 10.29 (Translation) AGREEMENT TO SUPPLY INFORMATION AGREEMENT is made and entered into by and between MCM Asia Pacific Co., Ltd. ("MCM") and Kabushiki Kaisha Quick ("KKQ"), with regard to the supply by MCM to KKQ of certain service handled...Agreement to Supply Information • August 27th, 1997 • Global Decisions Group LLC
