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Exhibit 4.1
Draft--January 14, 1998
FORM OF
MASTER BAILMENT AGREEMENT
MASTER BAILMENT AGREEMENT, dated as of January , 1998 among and between
Global Decisions Group LLC, a Delaware limited liability company ("Global"), as
bailee (in such capacity, the "Bailee"), and the members listed on the
Membership Register of Global ("Bailors") owning voting or non-voting units of
capital ("LLC Units") representing limited liability company interests in
Global.
W I T N E S S E T H :
WHEREAS, Section 13.1(e) of the Amended and Restated Limited Liability
Company Agreement of Global, dated as of the date hereof (as amended from time
to time, the "LLC Agreement") requires that each member of Global maintain such
member's certificates representing LLC Units in custody with Global;
WHEREAS, it is in the interest of Bailors and Global that the
certificates representing the LLC Units be entrusted for safekeeping and that
Bailors and Global know where such certificates are located; and
WHEREAS, Bailors wish to entrust the certificates representing the LLC
Units to the Bailee for safekeeping, and the Bailee will agree to hold the
certificates representing the LLC Units for safekeeping on the terms and
conditions hereinafter provided;
NOW THEREFORE, in consideration of the mutual promises, covenants and
agreements contained herein, the parties hereto agree as follows:
1. Each Xxxxxx has delivered one or more certificates representing
such Xxxxxx'x LLC Units to the
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Bailee for the purpose of holding such certificates for safekeeping in a safe
deposit box at a financial institution chosen by the Bailee and located near the
Bailee's principal office. For the mutual benefit of Bailors and Global, and
promptly after each such delivery, the Bailee will provide each such Xxxxxx with
a Receipt (the "Receipt"), a form of which is attached hereto as Exhibit A,
describing the certificate representing such Xxxxxx'x LLC Units. The Bailee
shall also provide each such Xxxxxx with a photocopy of the certificate
representing such LLC Units.
2. This Agreement and the Receipts evidence the Bailee's receipt of
the certificates representing the LLC Units from each Xxxxxx pursuant to the
terms of this Agreement.
3. Bailors and the Bailee agree that this Agreement is not a pledge,
that the Bailee does not and will not have any security or ownership interest in
the LLC Units, and that each Xxxxxx may regain possession of the certificates
representing his or her LLC Units at any time upon compliance with the
requirements hereinafter set forth. The Bailee agrees that notwithstanding any
other term of or rights of the Bailee under this Agreement or any other
agreement between Bailors and Global, the Bailee will not at any time assert,
and the Bailee hereby waives, any lien against the LLC Units.
4. Each Xxxxxx, or any assignee of or successor to such Xxxxxx'x
interest in the LLC Units pursuant to a "permitted transfer" under the LLC
Agreement (a "Transferee"), may obtain possession of the certificates
representing such Xxxxxx'x or Transferee's LLC Units at any time upon five days
prior written notice, by presenting to the Bailee at its address set forth on
the signature page hereof (or at such other address of which the Bailee shall
have given such Xxxxxx notice) (A) the Receipt or a receipt for such LLC Units
executed by or on behalf of such Xxxxxx or Transferee in form and substance
reasonably satisfactory to the Bailee, (B) identification of such Xxxxxx or
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Transferee, in form and substance reasonably satisfactory to the Bailee, and (C)
in the case of a Transferee only, an instrument of transfer with respect to such
LLC Units executed by or on behalf of the Xxxxxx from whom such Transferee
received such LLC Units and a representation that such transfer is a "permitted
transfer" under the LLC Agreement (including a description of the type of such
"permitted transfer"), in form and substance reasonably satisfactory to the
Bailee, or other evidence reasonably satisfactory to the Bailee of such
Transferee's right to such LLC Units and the absence of any restriction under
the LLC Agreement with respect to the transfer of such LLC Units. Upon
compliance by such Xxxxxx or Transferee with the requirements of this paragraph
4, the Bailee shall deliver possession of the certificates representing such LLC
Units to such Xxxxxx or Transferee, as the case may be, and this Agreement shall
terminate solely as to such LLC Units.
5. During the time the Bailee has possession of the certificates
representing the LLC Units, each Xxxxxx shall retain all rights of ownership of
his or her LLC Units, as indicated on each Xxxxxx'x respective Receipt, except
for possession, including but not limited to the rights to receive and retain
distributions, to vote such LLC Units (insofar as the applicable certificates
represent voting LLC Units), to transfer title to such LLC Units and to execute
consents, waivers or releases and otherwise to act in respect thereto in all
company questions and matters.
6. The Bailee agrees to use ordinary care, and shall not be liable
for any matter requiring the exercise of greater than ordinary care, in the
safekeeping of the LLC Units.
7. This Agreement has been delivered to and executed by the Bailee in
New York City, and shall be governed by and interpreted in accordance with the
laws of the State of New York.
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8. This Agreement may be executed in any number of counterparts, each
of which shall be deemed to be an original and all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, Bailors and the Bailee have executed this Agreement
as of the date first above written.
GLOBAL DECISIONS GROUP LLC,
as Bailee
By: __________________________ By: _______________________
Name: Name:
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EXHIBIT A
RECEIPT
Global Decisions Group LLC (the "Bailee") acknowledges that, pursuant
to a Master Bailment Agreement between each of the Bailors party thereto and the
Bailee, dated as of January __, 1998 (the "Bailment Agreement"), on ___________,
the Bailee received from the Xxxxxx identified below, a certificate evidencing
such Xxxxxx'x LLC Units in Global Decisions Group LLC, as more particularly set
forth below:
Number of
To Whom Units Evi-
Certificate Certificate Date of denced by the
Number Issued Certificate Certificate
The Bailee agrees to hold such Xxxxxx'x LLC Units until such time as
such Xxxxxx elects to regain possession thereof pursuant to the terms of the
Bailment Agreement.
GLOBAL DECISIONS GROUP LLC
By: ______________________
Name:
Title:
