Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-4 Global Decisions Group LLC 380 1.49M
2: EX-2.1 Plan of Merger and Exchange Agreement 138 436K
3: EX-3.1 Certificate of Formation of Global Decisions Group 1 15K
4: EX-3.2 LLC Agreement of Global Decisions Group LLC 5 24K
5: EX-3.3 Amended and Restated LLC Agreement 107 371K
6: EX-10.1 Secured Grid Note With Cambridge Trust Company 2 19K
15: EX-10.10 Tax Sharing Agreement 17 62K
16: EX-10.11 Indemnification Agreement 14 55K
17: EX-10.12 Consulting Agreement 10 43K
18: EX-10.13 Indemnification Agreement 7 33K
19: EX-10.14 Employment Agreement With D.H.Nixon 73 232K
20: EX-10.15 Service Agreement 19 56K
21: EX-10.16 Employment Agreement With Anthony Napolitano 19 56K
22: EX-10.17 Service Agreement 19 57K
23: EX-10.18 Optional Service Agreement 31 73K
24: EX-10.19 Letter Agreement With Dow Jones Telrate 18 58K
7: EX-10.2 Inventory and A/R Security Agreement 10 44K
25: EX-10.20 Optional Service Delivery Agreement 22 51K
26: EX-10.21 Optional Service Agreement 49 122K
27: EX-10.22 Direct Feed Delivery Agreement 8 27K
28: EX-10.23 Amendment Dated as of October 31, 1995 12 44K
29: EX-10.24 Optional Service Delivery Agreement 64 181K
30: EX-10.25 Optional Service Delivery Agreement 58 138K
31: EX-10.26 Optional Service Delivery Agreement 18 61K
32: EX-10.27 Optional Service Delivery Agreement 17 63K
33: EX-10.28 Letter Agreement 3 23K
34: EX-10.29 Agreement to Supply Information 14 33K
8: EX-10.3 Lease Agreement With Ksa Realty Trust 74 189K
35: EX-10.30 Service Agreement 29 84K
36: EX-10.31 Amendment to Services Agreement 30 97K
37: EX-10.32 Amendment T0 Services Agreement 2 20K
38: EX-10.33 Software License Agreement 19 62K
39: EX-10.34 Option Agreement 5 26K
40: EX-10.35 Lease Dated December 7, 1993 208 654K
41: EX-10.36 Cera LLC Unit Grant Plan 5 22K
42: EX-10.37 Cera LLC Unit Option Plan 73 223K
43: EX-10.38 Contingent Option Agreement 11 41K
44: EX-10.39 Mgi Special Stock Option Plan 62 206K
9: EX-10.4 Advisory Agreement With Goldman Sachs Group Lp 22 61K
45: EX-10.40 Mgi Stock Option Plan 18 62K
10: EX-10.5 Form of Employment Agreement 21 68K
11: EX-10.6 Letter Agreement With Philippe A. Michelon 4 26K
12: EX-10.7 Severance Agreement With D.H.Lucking, Jr. 4 23K
13: EX-10.8 Registration and Participation Agreement 42 154K
14: EX-10.9 Interim Services Agreement 7 35K
46: EX-21.1 Subsidiaries of the Registrant 1 12K
47: EX-23.1 Consent of Cooper & Lybrand LLP 1 13K
48: EX-23.2 Consent of Coopers & Lybrand LLP 1 14K
49: EX-23.3 Consent of Kpmg Peat Marwick LLP 1 14K
50: EX-23.4 Consent of Kpmg Peat Marwick LLP 1 14K
51: EX-27 Financial Data Schedule 1 15K
EX-10.4 — Advisory Agreement With Goldman Sachs Group Lp
Exhibit Table of Contents
EXHIBIT 10.4
Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Asterisks denote omissions.
ADVISORY AGREEMENT
Dated as of November 30, 1994
between
THE GOLDMAN SACHS GROUP, L.P.
and
CAMBRIDGE ENERGY RESEARCH ASSOCIATES
LIMITED PARTNERSHIP
TABLE OF CONTENTS
Section Page
------- ----
Parties and Recitals.........................................................1
ARTICLE I
BUSINESS DEVELOPMENT AND CONSULTING
Section 1.01 Engagement and Obligations...........................2
Section 1.02 Recommendation of Services...........................3
Section 1.03 Industry Conferences and Seminars....................3
Section 1.04 Access to Goldman Sachs Operations...................3
Section 1.05 Exclusivity..........................................4
Section 1.06 Administration of Relationship.......................5
ARTICLE II
COMPENSATION
Section 2.01 Consulting Fees......................................5
Section 2.02 Special Consulting Fees..............................5
Section 2.03 Credits..............................................7
Section 2.04 Expenses.............................................7
ARTICLE III
TERM OF AGREEMENT
Section 3.01 Term of Agreement....................................9
Section 3.02 Termination of Fees.................................10
Section 3.03 Survival............................................10
ARTICLE IV
MISCELLANEOUS
Section 4.01 Effectiveness.......................................11
Section 4.02 Confidentiality.....................................11
Section 4.03 Relationship of Parties; Indemnity..................12
Section 4.04 Publicity...........................................13
Section 4.05 Roll-up Transaction.................................13
Section 4.06 No Assignment.......................................13
Section 4.07 Non-Solicitation....................................14
Section 4.08 Arbitration: Injunctive Relief......................14
Section 4.09 Entire Agreement; Severability......................15
Section 4.10 Amendment; Waiver...................................16
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Section 4.11 Descriptive Headings; Language Interpretation.......16
Section 4.12 Counterparts........................................16
Section 4.13 GOVERNING LAW.......................................17
Section 4.14 Notices.............................................17
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ADVISORY AGREEMENT (this "Agreement"), dated as of November 30, 1994,
between The Goldman Sachs Group, L.P., a New York limited partnership ("Goldman
Sachs"), and Cambridge Energy Research Associates Limited Partnership, a
Delaware limited partnership (the "Partnership").
W I T N E S S E T H:
WHEREAS, Goldman Sachs is engaged in a broad range of investment banking
and financial advisory activities on an international basis;
WHEREAS, the partnership is an international research and consulting firm
specializing in the global energy industry, having succeeded to all of the
business previously carried on by Cambridge Energy Research Associates, Inc.
("CERA");
WHEREAS, Goldman Sachs seeks to establish an advisory relationship with
the Partnership and the parties hereto otherwise desire to work together in a
manner that is intended to enhance their respective business opportunities in
the global energy industry;
WHEREAS, the parties hereto are concurrently herewith entering into the
Purchase Agreement, dated the date hereof (the "Purchase Agreement"), whereby,
subject to the terms and conditions thereof, the Partnership will issue and
sell, and Goldman Sachs will purchase, certain limited partnership units in the
Partnership for a total consideration of $2.8 million;
WHEREAS, the parties hereto and certain stockholders of CERA are
concurrently herewith entering into the Agreement With Stockholders, dated the
date hereof (the "Agreement With Stockholders"), providing for certain matters
with respect to the common stock and composition of the Board of Directors of
CERA;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth below, it is hereby covenanted and agreed by Goldman Sachs and the
Partnership as follows:
ARTICLE I
BUSINESS DEVELOPMENT AND CONSULTING
Section 1.01 Engagement and Obligations.
In consideration of Goldman Sachs' payment of the Consulting Fees (as
defined in Section 2.01 hereof) and the Special Consulting Fees (as defined in
Section 2.02 hereof), the Partnership agrees that it (i) will work as a
consultant to Goldman Sachs, on an exclusive basis in the manner set forth in
Section 1.05 hereof, in its efforts to develop strategic financial advisory and
other investment banking assignments and opportunities in the global energy
industry (the "Field") and (ii) will advise Goldman Sachs in connection with its
principal investments in the Field (collectively the "Advisory Matters"). In
connection with providing these services, the Partnership agrees that Messrs.
Yergin, Stanislaw and Rosenfield (the "Principals"), while employed by the
Partnership, and such other employees of the Partnership as may be appropriate,
will be reasonably available to Goldman Sachs' representatives (as coordinated
in the manner set forth in Section 1.06 hereof) and will be available to make
joint calls with Goldman Sachs on such existing clients and potential new
clients as may be mutually agreed upon by the parties. The Partnership agrees
that, at the request of Goldman Sachs, representatives of the Partnership will
introduce Goldman Sachs' representatives to the Partnership's clients, where
mutually agreed
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upon by the parties. The Partnership agrees to provide Goldman Sachs with all
research and other written materials generally made available by the Partnership
to its regular retainer clients; it being understood and agreed that such
materials will be used only for internal purposes at Goldman Sachs and will not
be provided or distributed to third parties, in whole or in part, without the
prior consent of the Partnership.
Section 1.02 Recommendation of Services.
Goldman Sachs and the Partnership additionally agree that, to the extent
consistent with each firm's independent consulting or advisory responsibilities,
each will, and will cause its respective directors, officers, partners and
employees to, recommend the services of the other party hereto to its clients.
Section 1.03 Industry Conferences and Seminars.
If Goldman Sachs or the Partnership sponsors or hosts any industry
conference or seminar, representatives of the other firm will be allowed to
attend (without charge) and, within reason and as deemed appropriate in the sole
opinion of the sponsor or host, will be offered the right to appear (without
charge) as a panelist or speaker thereat. Goldman Sachs and the Partnership will
also cooperate in hosting, where mutually agreed, joint conferences.
Section 1.04 Access to Goldman Sachs Operations.
To the extent practicable and consistent with client confidentiality
obligations, Goldman Sachs agrees to provide the Partnership's Principals with
reasonable access to Goldman Sachs' global operations, including, on an
availability basis, temporary
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visitation space in its offices worldwide. Any such requests shall be
coordinated in the manner set forth in Section 1.06.
Section 1.05 Exclusivity.
During the term of this Agreement, the Partnership will not, and will
cause its Representatives not to, (i) participate with, assist or advise any
Investment Banking Firm (as defined below) other than Goldman Sachs in
developing or executing strategic financial advisory or other investment banking
assignments in the Field or (ii) assist or advise any Investment Banking Firm
other than Goldman Sachs in making principal investments in the Field; provided,
however, that the Partnership and its Representatives shall continue to have the
right to provide the following services ("permitted Services"): (i) basic
retainer services and retainer enhancements (as described in Exhibit I), other
than custom on-site presentations and on-call professional time, to Investment
Banking Firms, (ii) services pursuant to contracts and commitments set forth on
Exhibit II attached hereto, (iii) services on behalf of existing and future
clients which are not Investment Banking Firms, including those that separately
engage Investment Banking Firms other than Goldman Sachs, and (iv) any other
services or activities approved by Goldman Sachs in its sole discretion. For
purposes of this Agreement, "Investment Banking Firms" shall mean investment
banking firms and the investment banking activities of any commercial banks.
Nothing herein shall restrict the Partnership or its directors, officers,
partners and employees from making principal investments independent of Goldman
Sachs.
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Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Asterisks denote omissions.
Section 1.06 Administration of Relationship.
The Principals and Messrs. Leuschen and Fine from Goldman Sachs will
coordinate contacts between the two firms, recognizing that other points of
contact may develop as the business relationship develops and as a result of the
firms working together on client specific or project specific matters. If
Messrs. Leuschen and/or Fine become no longer available to coordinate contacts
between the two firms, Goldman Sachs will identify an additional person or
persons to coordinate such contacts on behalf of Goldman Sachs, which person or
persons shall be reasonably acceptable to the Partnership.
ARTICLE II
COMPENSATION
Section 2.01 Consulting Fees.
During the term of this Agreement, and in consideration of the services
contemplated herein, Goldman Sachs agrees to pay consulting fees (the
"Consulting Fees") to the Partnership in the amount of ******* per quarter
(paid in arrears); it being agreed that the first payment of ******* will be
due February 1, 1995 covering the period beginning the date hereof and ending on
January 31, 1995.
Section 2.02 Special Consulting Fees.
Beginning on May 1, 1995, and every three months thereafter, Goldman Sachs
will pay a mutually agreed fee to the Partnership (a "Special Consulting Fee"),
subject to the Credits (as defined in Section 2.03 hereof), in recognition of
the Partnership's services during such three month period (or, in the case of
the first such payment,
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during the period commencing on the date hereof and ending on April 30, 1995) if
Goldman Sachs derives fee revenue during such period from any advisory or
investment banking engagements ("Engagements") entered into by Goldman Sachs as
a result of assistance or contributions by the Partnership. In certain
instances, Goldman Sachs may pay a Special Consulting Fee before the end of the
relevant quarterly period. In determining the Special Consulting Fees, the
parties shall not consider those Engagements in which the parties have otherwise
established a specific fee with respect to such Engagement. The Partnership
shall also be entitled to Special Consulting Fees in an amount to be mutually
agreed upon by the parties in connection with any principal investment made by
Goldman Sachs and/or its affiliates as a result of assistance or contributions
by the Partnership. The parties will meet in person or by telephone quarterly to
discuss the Special Consulting Fees. In determining the Special Consulting Fees,
the parties shall consider the degree of assistance or contribution by
representatives of the Partnership in connection with the Engagement or
principal investment. It is agreed by the parties that it may be in their mutual
best interest, when feasible, to have the client separately retain each party
hereto. The parties shall reasonably attempt to coordinate their efforts in this
regard. In no event will any Special Consulting Fees be paid (i) relating to any
underwritten public offering in the United States if such payment would be
contrary to NASD Rules of Fair Practice or (ii) that would violate any
applicable law or regulation.
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Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Asterisks denote omissions.
Section 2.03 Credits.
Upon each payment of Consulting Fees, an amount equal to one-half of such
payment will be creditable (a "Credit"), and shall be credited, against any
Special Consulting Fees that shall become due to the Partnership; provided,
however, that until aggregate Special Consulting Fees payable to the Partnership
(without regard to any Credits) under this Agreement exceed *******, the
Credit applied to any particular Special Consulting Fee will not exceed *****
******* of the Special Consulting Fee payable. Any Credits not applied
against Special Consulting Fees payable shall be preserved and will be credited,
subject to the foregoing proviso, against future Special Consulting Fees as they
become payable.
Section 2.04 Expenses.
(a) The Partnership will track expenses incurred by it in connection with
work performed pursuant to this Agreement at the request of Goldman Sachs,
including expenses incurred in connection with (i) Engagements, (ii) matters
relating to potential Engagements for which neither party has yet been engaged
by a client but which have been identified by either the Partnership or Goldman
Sachs to the other as a potential Engagement by establishing a specific project
name therefor ("Prospective Engagements"), and (iii) presentations or other
consulting services performed at the request of Goldman Sachs not related to an
Engagement or a Prospective Engagement ("General Matters").
(b) Except as set forth below, to the extent the Partnership incurs
transportation, hotel and other travel-related expenses ("Travel Expenses") for
work
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done at the request of Goldman Sachs in connection with a General Matter
("General Travel Expenses"), as of the end of each quarter beginning January 31,
1995, the Partnership will be entitled to deduct an amount equal to such General
Travel Expenses from the Credit available to Goldman Sachs; provided, however,
that in no event will the Credit be reduced to less than zero. Notwithstanding
the foregoing, Goldman Sachs will directly reimburse the Partnership on a
monthly basis for all General Travel Expenses ("Reimbursable General Travel
Expenses") if the Partnership notifies Goldman Sachs of its intention to treat
such General Travel Expenses as Reimbursable General Travel Expenses prior to
the date such expenses are incurred. The Partnership shall not be entitled to
deduct any Reimbursable General Travel Expenses from the Credit available to
Goldman Sachs.
(c) To the extent the Partnership incurs Travel Expenses for work done at
the request of Goldman Sachs in connection with (i) an Engagement and the
Partnership is not entitled to be reimbursed for such Travel Expenses pursuant
to (x) its own engagement letter or (y) an engagement letter entered into by
Goldman Sachs or (ii) a Prospective Engagement that the parties have determined
will not result in an Engagement, as of the end of each quarter, beginning
January 31, 1995, the Partnership will be entitled to deduct an amount equal to
such Travel Expenses from the Credit available to Goldman Sachs; provided,
however, that in no event will the Credit be reduced to less than zero.
(d) General Travel Expenses will only be deductible in the quarter
incurred and other Travel Expenses will only be deductible in the quarter in
which it is
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determined that they will not be reimbursed.
(e) Upon request, the Partnership will provide reasonable documentation of
its Travel Expenses.
(f) The Partnership will use commercially reasonable efforts to minimize
Travel Expenses.
ARTICLE III
TERM OF AGREEMENT
Section 3.01 Term of Agreement.
(a) This Agreement will terminate on October 31, 1997, unless terminated
earlier by either party (i) on October 31, 1995 or October 31, 1996 by written
notice given at least 30 days in advance of such date or (ii) as a result of the
material breach or bad faith of the other party in performing any of its
material obligations under this Agreement, the Purchase Agreement or the
Agreement With Stockholders, following 30 days' notice and a reasonable
opportunity to cure within such 30-day period.
(b) Recognizing that it may be difficult to assess the benefit to the
parties of the arrangements contemplated by this Agreement by October 31, 1995,
it is the expressed intention of both parties to continue this Agreement until
at least October 31, 1996. Accordingly, it is agreed that neither party will
terminate the Agreement pursuant to clause (i) of Section 3.01(a) above on or
before October 31, 1995 unless the relationship has been materially less
advantageous than such party, in its sole discretion, anticipated.
(c) Notwithstanding anything in the foregoing to the contrary, Goldman
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Sachs may terminate the Agreement upon the occurrence of any Note Repurchase
Event or Cash Repurchase Event (as such terms are defined in the Purchase
Agreement).
Section 3.02 Termination of Fees.
(a) Consulting Fees, Special Consulting Fees and Reimbursable General
Travel Expenses will be paid through the termination date of this Agreement as
provided in this Agreement. Notwithstanding the termination or expiration of
this Agreement, if Goldman Sachs is engaged in any Engagement at the termination
or expiration date of this Agreement or obtains an Engagement within one year of
the termination or expiration date of this Agreement, and such Engagement was
entered into by Goldman Sachs as a result of assistance or contributions by the
Partnership, the parties will agree on the Special Consulting Fees relating to
each such Engagement and such Special Consulting Fees shall be paid to CERA when
and if fee revenue is received by Goldman Sachs.
(b) Interest at a floating rate equal to the base rate announced from time
to time by the First National Bank of Boston shall accrue on that portion of any
fees not paid when due during the period beginning on the date falling 60 days
after such payment is due and ending on the date such fees are paid in full.
Section 3.03 Survival.
The obligations of the parties in Sections 2, 3.02, 3.03, 4.02, 4.03, 4.07
and 4.08 shall survive the termination or expiration of this Agreement.
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ARTICLE IV
MISCELLANEOUS
Section 4.01 Effectiveness.
Regardless of when executed, this Agreement shall be effective as of
September 1, 1994.
Section 4.02 Confidentiality.
The parties acknowledge that, in the course of their relationship, they
will obtain confidential information relating to the business of certain
entities, including, but not limited to, clients of one or both of the parties,
and the possibility of certain significant transactions. The parties will keep,
and will use their respective reasonable best efforts to cause their respective
directors, officers, partners, employees, agents and other representatives
("Representatives") and, if applicable, such other persons and entities
controlled by them to keep, in confidence all proprietary and confidential
information furnished to them by the other party and to use such information
only in connection with the matters relating to this Agreement. Each party will
provide to the other party confidential and proprietary information about any
client of such party only with the consent of such client and in reliance on the
foregoing undertaking. If requested, each party will enter into a separate
confidentiality agreement, in a form customary for such party, with any client
of such party or the other party. For purposes hereof, proprietary and
confidential information does not include information which (i) is or becomes
generally available to the public other than as a result of a disclosure by the
party to which disclosure
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was made or by its directors, officers, employees, agents or advisors, (ii) is
independently developed by the party to which disclosure was made without
reference to or reliance on the information disclosed by the party making
disclosure, (iii) becomes available to the party receiving such information (the
"Receiving Party") from a source (other than the party making disclosure or its
advisors) not known by the Receiving Party to be bound by a confidentiality
agreement with, or other obligation of secrecy to, the party making disclosure,
provided, however, that upon being made aware that such source is so bound or
obligated, the Receiving Party shall thereupon treat such information in the
manner required by the other provisions of this Section 4.02, or (iv) is
required to be disclosed by the party to which disclosure was made to comply
with applicable laws, provided that such party provides prior written notice of
such disclosure to the other party and takes reasonable actions to avoid and/or
minimize the extent of such disclosure.
Section 4.03 Relationship of Parties; Indemnity.
The relationship created by this Agreement is not, and is not intended to
create, a joint venture, agency or Partnership between the parties and neither
party is authorized to act for, on behalf of or as a representative of, the
other party. The Partnership and Goldman Sachs will perform their respective
client services as non-agent independent contractors. Each party hereto hereby
agrees to indemnify and hold the other party hereto and such other party's
Representatives harmless for any and all losses, claims, damages, liabilities or
expenses incurred with respect to third parties ("Third Party Losses") as the
result of actions or inactions taken or
-12-
omitted to be taken by the other party or its Representatives. In no event will
either party have any liability under this Agreement (other than as provided
above with respect to Third Party Losses) to the other party hereto for any
general, direct, indirect, special, incidental or consequential damages in
connection with or arising out of this Agreement, except to the extent such
liabilities result from the breach of this Agreement or from the gross
negligence or willful misconduct of such party.
Section 4.04 Publicity.
The parties agree that they will not issue any press releases or other
public announcements using the name of the other party without the prior written
consent of the other party. The parties may, in discussing any Engagement or
Prospective Engagement with a third party, refer generally to the relationship
created hereby and to the potential involvement of the other party to this
Agreement in such Engagement or Prospective Engagement.
Section 4.05 Roll-up Transaction.
The Partnership shall not effect a Roll-up Transaction (as defined in the
Purchase Agreement), and any such purported transaction shall be null and void,
unless simultaneous with the consummation of such transaction CERA shall assume
all of the Partnership's rights and obligations under this Agreement.
Section 4.06 No Assignment.
Neither this Agreement nor any rights hereunder may be assigned or
transferred in any way, including by merger, consolidation or operation of law,
by either party hereto without the prior written consent of the other party;
provided,
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however, that no consent shall be required hereunder in connection with a
Roll-up Transaction.
Section 4.07 Non-Solicitation.
During the term of this Agreement and for one year after the termination
or expiration hereof, each party agrees that it will not directly or indirectly,
including through the use of any agent or intermediary, recruit, solicit or
persuade, or attempt to persuade, any of the partners, directors, officers or
employees of the other party to terminate their employment with, or otherwise
cease their relationship with, the other party.
Section 4.08 Arbitration; Injunctive Relief.
Any dispute, controversy or claim between the parties arising out of or
relating to this Agreement, a breach hereof or the transactions contemplated
hereby, shall be settled in accordance with the then prevailing Commercial
Arbitration Rules of the American Arbitration Association and judgment upon the
award rendered by the arbitrator may be entered in any court having
jurisdiction. Any arbitration pursuant to this Section 4.08 shall be conducted
by a single arbitrator appointed by the Boston, Massachusetts office of the
American Arbitration Association upon the request of either party. The
arbitrator shall have a minimum of five years of experience in the area of
business relevant to the particular dispute. Each party shall be permitted to
submit only one proposal to the arbitrator, and the arbitrator shall be required
to choose one of such two proposals as the resolution of the dispute. The
arbitrator may proceed to a resolution notwithstanding the failure of a party to
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participate in the proceedings. Each of the parties shall pay its own costs and
expenses in connection with any such arbitration, and the parties shall share
equally in the fees and expenses of the arbitrator. The parties hereby agree
that any such arbitration will occur in Boston, Massachusetts. Any such
arbitration award shall be final and binding upon the parties and shall not be
appealable by either party in any court.
Notwithstanding anything in the foregoing to the contrary, each party
hereto acknowledges that it would be impossible to determine the amount of
damages that would result from any breach of any of the provisions of this
Agreement and that the remedy at law for any breach, or threatened breach, of
any of such provisions would likely be inadequate and, accordingly, agrees that
each other party shall be entitled to seek from the arbitrator or from any court
of competent jurisdiction such equitable and injunctive relief as may be
available from any court of competent jurisdiction to compel specific
performance of, or restrain any party from violation, any of such provisions. In
connection with any action or proceeding for temporary or permanent injunctive
relief, each party hereto hereby waives the claim or defense that a remedy at
law alone is adequate and agrees, to the maximum extent permitted by law, to
have each provision of this Agreement specifically enforced against it, without
the necessity of posting bond or other security against him or it.
Section 4.09 Entire Agreement; Severability.
This Agreement and the other agreements referred to herein set forth the
entire agreement among Goldman Sachs and the Partnership relating to the subject
matter
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hereof and supersede and cancel all prior written and oral agreements and
understandings with respect to the subject matter of this Agreement. In the
event that any provision or portion of this Agreement shall be determined to be
invalid or unenforceable for any reason, the remaining provisions of this
Agreement shall be unaffected thereby and shall remain in full force and effect.
Section 4.10 Amendment; Waiver.
This Agreement and any of the terms contained herein may be amended only
by a written instrument duly executed by Goldman Sachs and the Partnership.
No failure by any party to insist upon the strict performance of any
covenant, duty, agreement or condition of this Agreement or to exercise any
right or remedy consequent upon breach thereof shall constitute a waiver of any
such breach or of any other covenant, duty, agreement or condition, any such
waiver being effective only if contained in a writing executed by the waiving
party.
Section 4.11 Descriptive Headings; Language Interpretation.
The descriptive headings of this Agreement are inserted for convenience
only and do not constitute a part of this Agreement. In the interpretation of
this Agreement, unless the context otherwise requires, (a) words importing the
singular shall be deemed to import the plural and vice versa, (b) words denoting
gender shall include all genders and (c) references to persons shall include
corporations or other bodies and vice versa.
Section 4.12 Counterparts.
This Agreement may be executed in any number of counterparts, each of
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which shall be deemed an original, but all of which shall constitute one and the
same instrument.
Section 4.13 GOVERNING LAW.
ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF
THIS AGREEMENT WILL BE GOVERNED BY THE INTERNAL LAW OF THE STATE OF NEW YORK,
WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW.
Section 4.14 Notices.
All notices, demands or other communications to be given or delivered
under or by reason of the provisions of this Agreement shall be in writing and
will be deemed to have been given when delivered personally or by reputable
overnight courier or three days after being mailed by certified or registered
mail, return receipt requested and postage prepaid, to the recipient. Such
notices, demands and other communications will be sent to the parties at the
addresses indicated below:
If to the Partnership:
Cambridge Energy Research Associates
Limited Partnership
20 University Road
Cambridge, Massachusetts 02138
Attn: President
With a copy to:
Hale and Dorr
60 State Street
Boston, Massachusetts 02109
Attn: Joseph P. Barri, Esq.
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If to Goldman Sachs:
The Goldman Sachs Group, L.P.
c/o Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Attn: Scott Fine and
David Greenwald
With a copy to:
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
Attn: James C. Morphy, Esq.
[Remainder of page intentionally left blank.]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
date first written above.
CAMBRIDGE ENERGY RESEARCH
ASSOCIATES LIMITED Partnership
By: Cambridge Energy Research
Associates, Inc., its General
Partner
By: /s/ Daniel H. Yergin
----------------------------
Name: Daniel H. Yergin
Title: President
THE GOLDMAN SACHS GROUP, L.P.
By: /s/ David M. Leuschen
----------------------------------
Name: David M. Leuschen
Title: Partner
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Dates Referenced Herein
| Referenced-On Page |
|---|
| This ‘S-4’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| | 10/31/97 | | 12 | | | | | None on these Dates |
| Filed on: | | 8/27/97 |
| | 10/31/96 | | 12 |
| | 10/31/95 | | 12 |
| | 5/1/95 | | 8 |
| | 4/30/95 | | 9 |
| | 2/1/95 | | 8 |
| | 1/31/95 | | 8 | | 11 |
| | 11/30/94 | | 1 | | 4 |
| | 9/1/94 | | 14 |
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Filing Submission 0000950135-97-003640 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
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