Datafeed License AgreementDatafeed License Agreement • September 19th, 2007 • RiskMetrics Group Inc • New York
This Datafeed License Agreement (this “Agreement”), entered into on the 27th day of October, 2003 (“Effective Date”), sets forth the understanding between ADP Investor Communication Services, Inc., a Delaware corporation (“ADP”), and Institutional Shareholder Services, Inc., a Delaware corporation (“ISS”), concerning the implementation and operation of the Consolidated Datafeed to facilitate straight-through processing of Ballots and Vote Instructions.
FIRST AMENDMENT TO DATAFEED LICENSE AGREEMENTConfidential Treatment Requested • September 19th, 2007 • RiskMetrics Group Inc
This First Amendment to Datafeed License Agreement (“Amendment”) is effective as of the 3rd day of January, 2005 (“Effective Date”), by and between ADP Investor Communication Services, Inc., a Delaware corporation (“ADP”), and Institutional Shareholder Services Inc. ( “ISS”), a Delaware corporation (each a “party” and collectively the “parties”).
SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENTStockholders Agreement • September 19th, 2007 • RiskMetrics Group Inc • Delaware
This SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this “Agreement”) is made and entered into as of January 11, 2007, by and among RiskMetrics Group, Inc., a Delaware corporation (the “Company”), the Stockholders (as defined below), the Two Percent Stockholders (as defined below) and the Investors (as defined below), but with respect to the Investors, only for the limited purposes of Sections 3.1(d), 3.1(e), 3.2, 4.1 and 7 hereof.
SECOND LIEN SECURITY AGREEMENT By RISKMETRICS GROUP HOLDINGS, LLC, as Borrower and THE GUARANTORS PARTY HERETO and BANK OF AMERICA, N.A., as Collateral AgentSecond Lien Security Agreement • September 19th, 2007 • RiskMetrics Group Inc
This SECOND LIEN SECURITY AGREEMENT dated as of January 11,2007 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) made by RISKMETRICS GROUP HOLDINGS, LLC, a Delaware limited liability company (the “Borrower”), and the Guarantors from to time to time party hereto (the “Guarantors”), as pledgors, assignors and debtors (the Borrower, together with the Guarantors, in such capacities and together with any successors in such capacities, the “Pledgors,” and each, a “Pledgor”), in favor of BANK OF AMERICA, N.A., in its capacity as collateral agent pursuant to the Credit Agreement (as hereinafter defined), as pledgee, assignee and secured party (in such capacities and together with any successors in such capacities, the “Collateral Agent”).
SECOND LIEN CREDIT AGREEMENT Dated as of January 11, 2007 among RISKMETRICS GROUP HOLDINGS, LLC,Second Lien Credit Agreement • September 19th, 2007 • RiskMetrics Group Inc • New York
This SECOND LIEN CREDIT AGREEMENT (“Agreement”) is entered into as of January 11, 2007, among RISKMETRICS GROUP HOLDINGS, LLC, a Delaware limited liability company (the “Borrower”), RISKMETRICS GROUP, INC., a Delaware corporation (“Holdings”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A., as Administrative Agent and BANC OF AMERICA SECURITIES LLC and CREDIT SUISSE SECURITIES (USA) LLC, as joint lead arrangers and joint book managers (collectively, the “Arrangers”).
SECOND LIEN GUARANTYSecond Lien Guaranty • September 19th, 2007 • RiskMetrics Group Inc • New York
GUARANTY AGREEMENT (this “Agreement”) dated as of January 11, 2007, among each of the Subsidiaries of Risk Metrics Group Holdings, LLC (the “Borrower”) listed on Schedule I hereto (the “Subsidiary Guarantors”) and any other Person (as defined in the Credit Agreement) which may become a Subsidiary Guarantor hereunder pursuant to a duly executed joinder agreement in the form attached as Exhibit A hereto (each an “Additional Guarantor”, and together with the Subsidiary Guarantors, the “Guarantors” and each, a “Guarantor”) and Bank of America, N.A., as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties (as defined in the Credit Agreement referred to below).
FIRST LIEN GUARANTYFirst Lien Guaranty • September 19th, 2007 • RiskMetrics Group Inc • New York
GUARANTY AGREEMENT (this “Agreement”) dated as of January 11, 2007, among each of the Subsidiaries of RiskMetrics Group Holdings, LLC (the “Borrower”) listed in Schedule I hereto (the “Subsidiary Guarantors”) and any other Person (as defined in the Credit Agreement) which may become a Subsidiary Guarantor hereunder pursuant to a duly executed joinder agreement in the form attached as Exhibit A hereto (each an “Additional Guarantor”, and together with the Subsidiary Guarantors, the “Guarantors” and each, a “Guarantor”) and Bank of America, N.A., as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties (as defined in the Credit Agreement referred to below).
FIRST LIEN SECURITY AGREEMENT By RISKMETRICS GROUP HOLDINGS, LLC, as Borrower and THE GUARANTORS PARTY HERETO and BANK OF AMERICA, N.A., as Collateral AgentFirst Lien Security Agreement • September 19th, 2007 • RiskMetrics Group Inc
This FIRST LIEN SECURITY AGREEMENT dated as of January 11, 2007 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) made by RISKMETRICS GROUP HOLDINGS, LLC, a Delaware limited liability company (the “Borrower”), and the Guarantors from to time to time party hereto (the “Guarantors”), as pledgors, assignors and debtors (the Borrower, together with the Guarantors, in such capacities and together with any successors in such capacities, the “Pledgors,” and each, a “Pledgor”), in favor of BANK OF AMERICA, N.A., in its capacity as collateral agent pursuant to the Credit Agreement (as hereinafter defined), as pledgee, assignee and secured party (in such capacities and together with any successors in such capacities, the “Collateral Agent”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG RISKMETRICS GROUP, INC.,Agreement and Plan of Merger • September 19th, 2007 • RiskMetrics Group Inc • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 31, 2006, is by and among RiskMetrics Group, Inc., a Delaware corporation (“RMG”), RMG Holdco, Inc., a Delaware corporation and a direct, wholly-owned Subsidiary of RMG (“Holding Company”), RMG Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned Subsidiary of Holding Company (“RMG Merger Sub”), ISS Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned Subsidiary of Holding Company (“ISS Merger Sub” and, together with RMG Merger Sub, the “Merger Subs” and, each, a “Merger Sub”), and Institutional Shareholder Services Holdings, Inc., a Delaware corporation (the “Company”).
FIRST LIEN CREDIT AGREEMENT Dated as of January 11, 2007 among RISKMETRICS GROUP HOLDINGS, LLC, as Borrower, RISKMETRICS GROUP, INC., as Holdings, BANK OFAMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and The Other Lenders...First Lien Credit Agreement • September 19th, 2007 • RiskMetrics Group Inc • New York
This FIRST LIEN CREDIT AGREEMENT (“Agreement”) is entered into as of January 11, 2007, among RISKMETRICS GROUP HOLDINGS LLC, a Delaware limited liability company (the “Borrower”), RISKMETRICS GROUP, INC., a Delaware corporation (“Holdings”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer and BANC OF AMERICA SECURITIES LLC and CREDIT SUISSE SECURITIES (USA) LLC, as joint lead arrangers and joint book managers (collectively, the “Arrangers”).
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • September 19th, 2007 • RiskMetrics Group Inc • Delaware
This AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of January 11, 2007, by and among RiskMetrics Group, Inc., a Delaware corporation (the “Company”), the stockholders listed on Schedule A attached hereto who have executed this Agreement as of the date hereof, and any Person who becomes a holder of Common Stock after the date hereof and who becomes a party to this Agreement by executing and delivering to the Company an Instrument of Accession in substantially the form of Annex I attached hereto (each a “Stockholder” and, collectively, the “Stockholders”).
