CREDIT AGREEMENT Dated as of July 15, 2009 among DUFF & PHELPS, LLC, as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer, and The Other Lenders Party HeretoCredit Agreement • July 17th, 2009 • Duff & Phelps Corp • Finance services • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of July 15, 2009, among DUFF & PHELPS, LLC, a Delaware limited liability company (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer.
Underwriting AgreementUnderwriting Agreement • November 9th, 2009 • Duff & Phelps Corp • Finance services • New York
Duff & Phelps Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 2,500,000 shares (the “Shares”) of Class A common stock, par value $.01 (“Stock”) of the Company. To the extent there are no additional Underwriters listed in Schedule I other than you, the terms “Underwriter” and “Underwriters” shall mean Goldman, Sachs & Co.
BRETT MARSCHKE EMPLOYMENT AGREEMENTEmployment Agreement • July 26th, 2007 • Duff & Phelps CORP • Finance services • New York
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of July 30, 2008 among DUFF & PHELPS, LLC, as Borrower DUFF & PHELPS ACQUISITIONS, LLC, as one of the Guarantors THE LENDERS AND L/C ISSUERS PARTY HERETO and GENERAL ELECTRIC CAPITAL CORPORATION, as...Credit Agreement • August 4th, 2008 • Duff & Phelps Corp • Finance services • New York
This AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July 30, 2008, is entered into among DUFF & PHELPS, LLC, a Delaware limited liability company (the “Borrower”), DUFF & PHELPS ACQUISITIONS, LLC, a Delaware limited liability company (“Holdings”), the Lenders (as defined below), the L/C Issuers (as defined below) and GENERAL ELECTRIC CAPITAL CORPORATION (“GE Capital”), as administrative agent and collateral agent for the Lenders and the L/C Issuers (in such capacity, and together with its successors and permitted assigns, the “Administrative Agent”), and LaSalle Bank National Association, as syndication agent (the “Syndication Agent”).
TAX RECEIVABLE AGREEMENTTax Receivable Agreement • November 14th, 2007 • Duff & Phelps Corp • Finance services • Delaware
This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of October 3, 2007, is hereby entered into by and among Duff & Phelps Corporation, a Delaware corporation (the “Corporation”), Duff & Phelps Acquisitions, LLC, a Delaware limited liability company (“DPA”), and each of the undersigned parties hereto identified as “Members.”
Class A Common Stock, par value $0.01 Underwriting AgreementUnderwriting Agreement • March 2nd, 2012 • Duff & Phelps Corp • Security brokers, dealers & flotation companies • New York
Duff & Phelps Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 3,201,922 shares and, at the election of the Underwriters, up to 505,568 additional shares of Class A common stock, par value $0.01 (“Stock”) of the Company, and Shinsei Bank, Limited, a Japanese corporation (the “Selling Stockholder”), proposes, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of 1,298,078 shares of Stock and, at the election of the Underwriters, up to 169,432 additional shares of Stock. The aggregate of 4,500,000 shares to be issued and sold by the Company and sold by the Selling Stockholder are herein called the “Firm Shares” and the aggregate of 675,000 additional shares to be issued and sold by the Company and sold by the Selling Stockholder at the election of the Underwriters are herein called t
STOCKHOLDERS AGREEMENTStockholders Agreement • September 13th, 2007 • Duff & Phelps Corp • Finance services • New York
WHEREAS, as part of the transactions contemplated by the Stock Purchase Agreement, dated as of September 1, 2007 (the “Stock Purchase Agreement”), by and among the Company, DPA and the Stockholder, the Stockholder is purchasing from the Company such number of shares of Class A Common Stock (the “Purchased Common Stock”) equal to approximately 10% of the equity capital of the Company on a Fully Diluted Basis (as defined herein) as of the Purchase Closing Date;
Duff & Phelps Acquisitions, LLC Letterhead]Employment Agreement • September 13th, 2007 • Duff & Phelps Corp • Finance services
Reference is made to (1) your employment agreement with Duff & Phelps, LLC, dated July 17, 2007 (the “Employment Agreement”), (2) the Second Amended and Restated Limited Liability Company Agreement of Duff & Phelps Holdings LLC (“DPH”), dated September 30, 2005, (3) the Second Amended and Restated Limited Liability Company Agreement of Duff & Phelps Acquisitions, LLC (“DPA”), dated October 31, 2006 (the “DPA LLC Agreement”), (4) the Reorganization Agreement by and among Duff & Phelps Acquisitions, LLC, the Existing DPA Members and the Existing DPH Members, dated April 9, 2007 (the “Reorganization Agreement”), (5) the Agreement and Plan of Merger by and between Duff & Phelps Holdings LLC and Duff & Phelps Acquisitions, LLC, to be dated upon the date of consummation of the IPO (the “DPH Merger Agreement”), and (6) the Exchange Agreement by and among DPA, LM Duff Holdings, LLC, Lovell Minnick Equity Partners LP, Vestar Capital Partners IV, L.P., Vestar/D&P Holdings LLC and certain other M
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of October 3, 2007Limited Liability Company Agreement • November 14th, 2007 • Duff & Phelps Corp • Finance services • Delaware
This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of Duff & Phelps Acquisitions, LLC, dated and effective as of October 3, 2007 (this “Agreement”), is adopted, executed and agreed to, for good and valuable consideration, by and among Duff & Phelps Acquisitions, LLC, a Delaware limited liability company (the “Company”), and the Members (as defined below) listed on the Schedule of Members. Any reference in this Agreement to any Member shall include such Member’s Successors in Interest (as defined below) to the extent such Successors in Interest have become Substituted Members in accordance with the provisions of this Agreement.
EXCHANGE AGREEMENT BY AND AMONG DUFF & PHELPS ACQUISITIONS, LLC LM DUFF HOLDINGS, LLC LOVELL MINNICK EQUITY PARTNERS LP VESTAR CAPITAL PARTNERS IV, L.P.Exchange Agreement • November 14th, 2007 • Duff & Phelps Corp • Finance services • New York
EXCHANGE AGREEMENT (the “Agreement”), dated as of October 3, 2007, by and among Duff & Phelps Acquisitions LLC, a Delaware limited liability company (“DPA”), LM Duff Holdings, LLC, Lovell Minnick Equity Partners LP, Vestar Capital Partners IV, L.P., Vestar/D&P Holdings LLC and certain other Members (as defined herein).
REGISTRATION RIGHTS AGREEMENT BY AND AMONG DUFF & PHELPS CORPORATION and the HOLDERS, as defined herein Dated as of October 3, 2007Registration Rights Agreement • November 14th, 2007 • Duff & Phelps Corp • Finance services • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of October 3, 2007, by and among Duff & Phelps Corporation, a Delaware corporation (the “Company”) and the Holders (as defined herein).
FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 13th, 2012 • Duff & Phelps Corp • Security brokers, dealers & flotation companies • New York
This FIFTH AMENDMENT to Credit Agreement (this “Amendment”) is entered into as of August 10, 2012, among DUFF & PHELPS, LLC, a Delaware limited liability company (the “Borrower”), DUFF & PHELPS ACQUISITIONS, LLC (“Holdings”), CHANIN CAPITAL PARTNERS LLC (“Chanin”), and RASH & ASSOCIATES, L.P. (“Rash” and together with Holdings and Chanin, each a “Guarantor” and together the “Guarantors”), BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer (as such terms are defined in the Credit Agreement defined below), and each of the Lenders (as defined in the Credit Agreement defined below) signatory hereto.
NAME USE AGREEMENTName Use Agreement • May 23rd, 2007 • Duff & Phelps CORP • Illinois
Agreement made this 1st day of July, 1996, by and between Phoenix Duff & Phelps Corporation, a Delaware corporation (“PDP”), and Duff & Phelps, LLC. a Delaware limited liability corporation (“Buyer”).
FORM OF RESTRICTED STOCK AWARD AGREEMENT UNDER THE DUFF & PHELPS CORPORATION 2007 OMNIBUS STOCK INCENTIVE PLANRestricted Stock Award Agreement • September 21st, 2007 • Duff & Phelps Corp • Finance services • Delaware
This Award Agreement (this “Restricted Stock Award Agreement”), dated as of , 2007 (the “Date of Grant”), is made by and between Duff & Phelps Corporation, a Delaware corporation (the “Company”) and (the “Participant”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Company 2007 Omnibus Stock Incentive Plan (the “Plan”). Where the context permits, references to the Company shall include any successor to the Company.
AMENDMENT NO. 7 TO CREDIT AGREEMENTCredit Agreement • October 9th, 2007 • Duff & Phelps Corp • Finance services
This Amendment No. 7 (this “Amendment”) to the Credit Agreement, dated as of September 30, 2005 (as amended by Amendment No. 1, dated as of June 14, 2006 and Amendment No. 2, dated October 31, 2006, and subject to a Consent and Waiver No. 3, dated as of October 31, 2006, Waiver No. 4, dated as of March 30, 2007, and Amendment No. 5, dated as of August 31, 2007, Waiver No. 6, dated as of September 25, 2007 the “Credit Agreement”), and entered into by and among Duff & Phelps, LLC (the “Borrower”), Duff & Phelps Acquisitions, LLC, as one of the guarantors (“Holdings”), the persons designated as “Lenders” on the signature pages hereto (the “Lenders”) and General Electric Capital Corporation, in its capacity as Administrative Agent (the “Administrative Agent”) for its own benefit and the benefit of the Lenders, is dated as of October 4, 2007 and entered into by and among Borrower, the other Loan Parties signatory hereto, the Lenders signatory hereto and Administrative Agent.
Agreement and Plan of Merger Among Duff & Phelps Corporation, Duff & Phelps Acquisitions, LLC, Dakota Holding Corporation, Dakota Acquisition I, Inc. and Dakota Acquisition II, LLC Dated as of December 30, 2012Merger Agreement • December 31st, 2012 • Duff & Phelps Corp • Security brokers, dealers & flotation companies • Delaware
AGREEMENT AND PLAN OF MERGER (hereinafter called this “Agreement”), dated as of December 30, 2012, among Duff & Phelps Corporation, a Delaware corporation (the “Company”), Duff & Phelps Acquisitions, LLC, a Delaware limited liability company (“DPA” and, together with the Company, the “Company Parties”), Dakota Holding Corporation, a Delaware corporation (“Parent”), Dakota Acquisition I, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub I”), and Dakota Acquisition II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Merger Sub I (“Merger Sub II,” and together with Parent and Merger Sub I, the “Buyer Parties”).
Mr. Patrick PuzzuoliSeverance Agreement • March 7th, 2011 • Duff & Phelps Corp • Security brokers, dealers & flotation companies • New York
AMENDMENT NO. 8 TO CREDIT AGREEMENTCredit Agreement • February 4th, 2008 • Duff & Phelps Corp • Finance services
This Amendment No. 8 (this “Amendment”) to the Credit Agreement, dated as of September 30, 2005 (as amended by Amendment No. 1, dated as of June 14, 2006 and Amendment No. 2, dated October 31, 2006, and subject to a Consent and Waiver No. 3, dated as of October 31, 2006, Waiver No. 4, dated as of March 30, 2007, and Amendment No. 5, dated as of August 31, 2007, Waiver No. 6, dated as of September 25, 2007 and Amendment No. 7, dated as of October 4, 2007 the “Credit Agreement”), and entered into by and among Duff & Phelps, LLC (the “Borrower”), Duff & Phelps Acquisitions, LLC, as one of the guarantors (“Holdings”), the persons designated as “Lenders” on the signature pages hereto (the “Lenders”) and General Electric Capital Corporation, in its capacity as Administrative Agent (the “Administrative Agent”) for its own benefit and the benefit of the Lenders, is dated as of January 31, 2008 and entered into by and among Borrower, the other Loan Parties signatory hereto, the Lenders signator
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • October 17th, 2011 • Duff & Phelps Corp • Security brokers, dealers & flotation companies • New York
This FOURTH AMENDMENT to Credit Agreement (this “Amendment”) is entered into as of October 13, 2011, among DUFF & PHELPS, LLC, a Delaware limited liability company (the “Borrower”), DUFF & PHELPS ACQUISITIONS, LLC (“Holdings”), CHANIN CAPITAL PARTNERS LLC (“Chanin”), and RASH & ASSOCIATES, L.P. (“Rash” and together with Holdings and Chanin, each a “Guarantor” and together the “Guarantors”), BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer (as such terms are defined in the Credit Agreement defined below), and each of the Lenders (as defined in the Credit Agreement defined below) signatory hereto.
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • June 29th, 2007 • Duff & Phelps CORP • Finance services
This Amendment No. 2 (this “Amendment”) to the Credit Agreement, dated as of September 30, 2005 (as amended by Amendment No. 1, dated as of June 14, 2006), the “Credit Agreement”), and entered into by and among Duff & Phelps, LLC (the “Borrower”), Duff & Phelps Acquisitions, LLC, as one of the guarantors (“Holdings”), the persons designated as “Lenders” on the signature pages hereto (the “Lenders”) and General Electric Capital Corporation, in its capacity as Administrative Agent (the “Administrative Agent”) for its own benefit and the benefit of the Lenders, is dated as of October 31, 2006 and entered into by and among Borrower, the other Loan Parties signatory hereto, the Lenders signatory hereto and Administrative Agent.
FORM OF STOCK OPTION AWARD AGREEMENT UNDER THE DUFF & PHELPS CORPORATIONStock Option Award Agreement • September 21st, 2007 • Duff & Phelps Corp • Finance services • New York
This Stock Option Award Agreement (the “Option Award Agreement”) is made and entered into as of the date of grant set forth below (the “Date of Grant”) by and between Duff & Phelps Corporation, a Delaware corporation (the “Company”), and the optionee named below (the “Optionee”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Company’s 2007 Omnibus Stock Incentive Plan (the “Plan”). Where the context permits, references to the Company shall include any successor to the Company.
RESTRICTED STOCK AWARD AGREEMENT UNDER THE DUFF & PHELPS CORPORATIONRestricted Stock Award Agreement • May 16th, 2008 • Duff & Phelps Corp • Finance services • Delaware
This Award Agreement (this “Restricted Stock Award Agreement”), dated as of [__________] (the “Date of Grant”), is made by and between Duff & Phelps Corporation, a Delaware corporation (the “Company”) and [__________] (the “Participant”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Company 2007 Omnibus Stock Incentive Plan (the “Plan”). Where the context permits, references to the Company shall include any successor to the Company.
Mr. Patrick Puzzuoli Duff & Phelps Corporation New York, NY 10055Employment Agreement • May 22nd, 2012 • Duff & Phelps Corp • Security brokers, dealers & flotation companies • New York
This letter agreement shall amend and restate in its entirety the letter agreement entered into between you and the Company which was effective March 7, 2011, pursuant to which you were appointed Executive Vice President and Chief Financial Officer of Duff & Phelps Corporation (together with its affiliates and subsidiaries, the “Company”). In connection with your continued service to the Company as Executive Vice President and Chief Financial Officer, this letter agreement sets forth the amended and restated terms and conditions under which you may receive severance and other benefits in connection with the termination of your employment with the Company. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in Exhibit A hereto.
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • June 29th, 2007 • Duff & Phelps CORP • Finance services
This AMENDMENT NO. 1 to the Credit Agreement referred to below, dated as of June 14, 2006 (this “Amendment”), is entered into by and among Duff & Phelps, LLC (the “Borrower”), Duff & Phelps Acquisitions, LLC, as one of the guarantors (“Holdings”), the persons designated as “Lenders” on the signature pages hereto (the “Lenders”) and General Electric Capital Corporation, in its capacity as Administrative Agent (the “Administrative Agent”) for its own benefit and the benefit of the Lenders.
FIRST AMENDMENT TO THE EXCHANGE AGREEMENT BY AND AMONG DUFF & PHELPS ACQUISITIONS, LLC LOVELL MINNICK EQUITY PARTNERS LP VESTAR CAPITAL PARTNERS IV, L.P. VESTAR/D&P HOLDINGS LLC and the individual MEMBERS listed on the signature pages hereto Dated as...Exchange Agreement • October 6th, 2009 • Duff & Phelps Corp • Finance services • New York
THIS FIRST AMENDMENT TO THE EXCHANGE AGREEMENT (the "Amendment") is made and entered into as of October 5, 2009, by and among Duff & Phelps Acquisitions LLC ("DPA"), LM Duff Holdings, LLC and Lovell Minnick Equity Partners LP (collectively, "Lovell Minnick"), Vestar Capital Partners IV, L.P. and Vestar/D&P Holdings LLC (collectively, "Vestar"), and the other Members listed on the signature pages hereto (collectively with DPA, Lovell Minnick and Vestar, the "Amending Members").
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 28th, 2011 • Duff & Phelps Corp • Security brokers, dealers & flotation companies • New York
This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of February 23, 2011, among DUFF & PHELPS, LLC, a Delaware limited liability company (the “Borrower”), DUFF & PHELPS ACQUISITIONS, LLC (“Holdings”), CHANIN CAPITAL PARTNERS LLC (“Chanin”), and RASH & ASSOCIATES, L.P. (“Rash” and together with Holdings and Chanin, each a “Guarantor” and together the “Guarantors”), BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer (as such terms are defined in the Credit Agreement defined below), and each of the Lenders (as defined in the Credit Agreement defined below) signatory hereto.
Duff & Phelps Corporation A Common Stock, par value $0.01 Underwriting AgreementUnderwriting Agreement • August 9th, 2012 • Duff & Phelps Corp • Security brokers, dealers & flotation companies • New York
The stockholders named in Schedule II hereto (the “Selling Stockholders”) of Duff & Phelps Corporation, a Delaware corporation (the “Company”), propose, subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 3,000,000 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 450,000 additional shares (the “Optional Shares”) of Class A common stock, par value $0.01 (“Stock”) of the Company. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”. To the extent there are no additional Underwriters listed in Schedule I other than you, the terms “Underwriter” and “Underwriters” shall mean Goldman, Sachs & Co.
AMENDMENT NO. 5 TO CREDIT AGREEMENTCredit Agreement • September 13th, 2007 • Duff & Phelps Corp • Finance services
This Amendment No. 5 (this “Amendment”) to the Credit Agreement, dated as of September 30, 2005 (as amended by Amendment No. 1, dated as of June 14, 2006 and Amendment No. 2, dated October 31, 2006, and subject to a Consent and Waiver No. 3, dated as of October 31, 2006, and Waiver No. 4, dated as of March 30, 2007, the “Credit Agreement”), and entered into by and among Duff & Phelps, LLC (the “Borrower”), Duff & Phelps Acquisitions, LLC, as one of the guarantors (“Holdings”), the persons designated as “Lenders” on the signature pages hereto (the “Lenders”) and General Electric Capital Corporation, in its capacity as Administrative Agent (the “Administrative Agent”) for its own benefit and the benefit of the Lenders, is dated as of August 31, 2007 and entered into by and among Borrower, the other Loan Parties signatory hereto, the Lenders signatory hereto and Administrative Agent.
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 9th, 2010 • Duff & Phelps Corp • Finance services • New York
This FIRST AMENDMENT to Credit Agreement (this “Amendment”) is entered into as of November 8, 2010, among DUFF & PHELPS, LLC, a Delaware limited liability company (the “Borrower”), DUFF & PHELPS ACQUISITIONS, LLC (“Holdings”), CHANIN CAPITAL PARTNERS LLC (“Chanin”), and RASH & ASSOCIATES, L.P. (“Rash” and together with Holdings and Chanin, each a “Guarantor” and together the “Guarantors”), BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer (as such terms are defined in the Credit Agreement defined below), and each of the Lenders (as defined in the Credit Agreement defined below) signatory hereto.
FORM OF PERFORMANCE-VESTING RESTRICTED STOCK AWARD AGREEMENT UNDER THE DUFF & PHELPS CORPORATION AMENDED AND RESTATED 2007 OMNIBUS STOCK INCENTIVE PLANPerformance-Vesting Restricted Stock Award Agreement • April 28th, 2011 • Duff & Phelps Corp • Security brokers, dealers & flotation companies • Delaware
This Performance-Vesting Restricted Stock Award Agreement (this “Agreement”), dated as of __________ (the “Date of Grant”), is made by and between Duff & Phelps Corporation, a Delaware corporation (the “Company”) and __________ (the “Participant”). Capitalized terms not defined or described herein shall have the meaning ascribed to them in the Company Amended and Restated 2007 Omnibus Stock Incentive Plan (the “Plan”). Where the context permits, references to the Company shall include any successor to the Company.
Underwriting AgreementUnderwriting Agreement • July 26th, 2007 • Duff & Phelps CORP • Finance services • New York
Duff & Phelps Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [ ] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [ ] additional shares (the “Optional Shares”) of Class A common stock, par value $.01 (“Stock”) of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 15th, 2011 • Duff & Phelps Corp • Security brokers, dealers & flotation companies • New York
This THIRD AMENDMENT to Credit Agreement (this “Amendment”) is entered into as of August 15, 2011, among DUFF & PHELPS, LLC, a Delaware limited liability company (the “Borrower”), DUFF & PHELPS ACQUISITIONS, LLC (“Holdings”), CHANIN CAPITAL PARTNERS LLC (“Chanin”), and RASH & ASSOCIATES, L.P. (“Rash” and together with Holdings and Chanin, each a “Guarantor” and together the “Guarantors”), BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer (as such terms are defined in the Credit Agreement defined below), and each of the Lenders (as defined in the Credit Agreement defined below) signatory hereto.
