AGREEMENT RE JOINT FILING OF SCHEDULE 13D ------------Joint Filing Agreement • October 9th, 1998 • Phoenix Duff & Phelps Corp • Investment advice
OFLimited Liability Company Agreement • September 9th, 1998 • Phoenix Duff & Phelps Corp • Investment advice • Delaware
TOIndenture • March 31st, 1998 • Phoenix Duff & Phelps Corp • Investment advice • Delaware
CREDIT AGREEMENT dated as of September 30, 2016 among VIRTUS INVESTMENT PARTNERS, INC., as Borrower, The Lenders Party Hereto, PNC BANK, NATIONAL ASSOCIATION, as Syndication Agent and THE BANK OF NEW YORK MELLON, as Administrative Agent, as Swingline...Credit Agreement • February 27th, 2017 • Virtus Investment Partners, Inc. • Investment advice • New York
CREDIT AGREEMENT, dated as of September 30, 2016, among VIRTUS INVESTMENT PARTNERS, INC., the LENDERS party hereto, PNC BANK, NATIONAL ASSOCIATION, as Syndication Agent, and THE BANK OF NEW YORK MELLON, as the Administrative Agent, the Swingline Lender and as the Issuing Bank.
EXHIBIT C STOCK PURCHASE AGREEMENT ------------------------ THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made as of October 9, 1998, by and among Brown's Dock, L.L.C., a Delaware limited liability company ("Brown's Dock"), James C. Comis, III...Stock Purchase Agreement • October 9th, 1998 • Phoenix Duff & Phelps Corp • Investment advice • Delaware
Virtus Investment Partners, Inc. 1,129,032 Shares of Common Stock (par value $0.01 per share) Underwriting AgreementUnderwriting Agreement • September 12th, 2013 • Virtus Investment Partners, Inc. • Investment advice • New York
Virtus Investment Partners, Inc., 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 1,129,032 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 169,354 additional shares (the “Optional Shares”) of Common Stock (par value $0.01 per share) (“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”.
BROWN'S DOCK, L.L.C.Joint Filing Agreement • January 19th, 2000 • Phoenix Investment Partners LTD/Ct • Investment advice
By: /s/ James L. Leaner, P.C. ------------------------------------ Name: James L. Leaner, P.C. Title: Attorney-in-Fact (Pursuant to a Power of Attorney filed with the Commission)Joint Filing Agreement • June 23rd, 2000 • Phoenix Investment Partners LTD/Ct • Investment advice
s/ James L. Learner By: ____________________________________ Name: James L. Learner, P.C. Title: Attorney-in-Fact (Pursuant to a Power of Attorney filed with the Commission)Joint Filing Agreement • August 23rd, 2000 • Phoenix Investment Partners LTD/Ct • Investment advice
Virtus Investment Partners, Inc. 910,000 Shares of Common Stock (par value $0.01 per share) Underwriting AgreementUnderwriting Agreement • February 1st, 2017 • Virtus Investment Partners, Inc. • Investment advice • New York
Concurrently with the offering of the Shares, the Company will (i) offer, pursuant to a separate prospectus supplement dated January 26, 2017, an aggregate of 1,000,000 shares of mandatory convertible preferred stock (the “Mandatory Convertible Preferred Stock”) (or an aggregate of 1,150,000 shares of Mandatory Convertible Preferred Stock if the underwriters of such offering exercise their option to purchase additional shares of Mandatory Convertible Preferred Stock in full) and (ii) enter into an underwriting agreement, dated as of the hereof, providing for the sale of the Mandatory Convertible Preferred Stock. The completion of the offering of the Shares is not conditioned on the completion of the offering of the Mandatory Convertible Preferred Stock, and the completion of the offering of the Mandatory Convertible Preferred Stock is not conditioned on the completion of the offering of Shares.
CREDIT AGREEMENT dated as of June 1, 2017 among VIRTUS INVESTMENT PARTNERS, INC., as Borrower, The Lenders Party Hereto and MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent BARCLAYS BANK PLC, as Syndication Agent INDUSTRIAL AND COMMERCIAL...Credit Agreement • June 1st, 2017 • Virtus Investment Partners, Inc. • Investment advice • New York
CREDIT AGREEMENT dated as of June 1, 2017 (as may be further amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among VIRTUS INVESTMENT PARTNERS, INC., a Delaware corporation (the “Borrower”), the LENDERS party hereto and MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent. Capitalized terms used without definition in this Agreement have the meanings given to them in Section 1.01.
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • February 22nd, 2018 • Virtus Investment Partners, Inc. • Investment advice • New York
AMENDMENT NO. 1, dated as of February 15, 2018 (this “Amendment”), by and among VIRTUS INVESTMENT PARTNERS, INC., a Delaware corporation (the “Borrower”), the Subsidiary Loan Parties as of the date hereof (each a “Guarantor”), MORGAN STANLEY SENIOR FUNDING, INC., as administrative agent (the “Administrative Agent”), and the lenders party hereto, to the Credit Agreement, dated as of June 1, 2017 (the “Existing Credit Agreement”), among the Borrower, the Administrative Agent, and the Lenders from time to time party thereto. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement (as defined below).
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • December 19th, 2008 • Virtus Investment Partners, Inc. • Investment advice • Connecticut
This Change in Control Agreement (this “Agreement”), effective as of the Distribution Date (as defined in the Separation Agreement, Plan of Reorganization and Distribution by and between The Phoenix Companies, Inc. and Virtus Investment Partners, Inc.), is between Virtus Investment Partners, Inc., a Delaware corporation (the “Company”), and George R. Aylward, Jr. (the “Executive”).
Amendment No. 1 to Credit Agreement] IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written. VIRTUS INVESTMENT PARTNERS, INC., as...Credit Agreement • August 9th, 2023 • Virtus Investment Partners, Inc. • Investment advice • New York
TAX SEPARATION AGREEMENTTax Separation Agreement • December 19th, 2008 • Virtus Investment Partners, Inc. • Investment advice • Delaware
This TAX SEPARATION AGREEMENT is dated as of December 18, 2008, by and between The Phoenix Companies, Inc. (“PNX”), a Delaware corporation, and Virtus Investment Partners, Inc. (“Spinco”), a Delaware corporation.
EMPLOYEE MATTERS AGREEMENT by and between THE PHOENIX COMPANIES, INC. and VIRTUS INVESTMENT PARTNERS, INC. Dated December 18, 2008Employee Matters Agreement • December 19th, 2008 • Virtus Investment Partners, Inc. • Investment advice • Connecticut
This EMPLOYEE MATTERS AGREEMENT (the “Agreement”) is entered into December 18, 2008, by and between The Phoenix Companies, Inc., a Delaware corporation (“PNX”), and Virtus Investment Partners, Inc., a Delaware corporation (“Spinco”) (each a “Party” and together the “Parties”), to be effective as of the Distribution Date.
TRANSITION SERVICES AGREEMENT by and between THE PHOENIX COMPANIES, INC. and VIRTUS INVESTMENT PARTNERS, INC. Dated as of December 18, 2008Transition Services Agreement • December 19th, 2008 • Virtus Investment Partners, Inc. • Investment advice • Connecticut
TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of December 18, 2008, by and between The Phoenix Companies, Inc., a Delaware corporation (“PNX”), and Virtus Investment Partners, Inc., a Delaware corporation (“Spinco” and together with PNX, the “Parties”, and each individually, a “Party”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Separation Agreement (as defined below).
VIRTUS INVESTMENT PARTNERS, INC. NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • May 13th, 2009 • Virtus Investment Partners, Inc. • Investment advice • Connecticut
Virtus Investment Partners, Inc. (the “Company”) hereby grants to the Optionee named below an option (“Option”) to purchase, in accordance with and subject to the terms and restrictions of the Virtus Investment Partners, Inc. Omnibus Incentive and Equity Plan (the “Plan”), which is incorporated by reference and is made a part of this Agreement, the number of shares of common stock, par value of $ .01 per share (the “Common Shares”) of the Company at the option price per share set forth below. This page is the first page of the Virtus Investment Partners, Inc. Non-Qualified Stock Option Agreement (the “Agreement”) which describes in detail your rights with respect to this Option being granted to you and which constitutes a legal agreement between you and the Company:
SEPARATION AGREEMENT, PLAN OF REORGANIZATION AND DISTRIBUTION by and between THE PHOENIX COMPANIES, INC. and VIRTUS INVESTMENT PARTNERS, INC. Dated as of December 18, 2008Separation Agreement, Plan of Reorganization and Distribution • December 19th, 2008 • Virtus Investment Partners, Inc. • Investment advice • Delaware
SEPARATION AGREEMENT, PLAN OF REORGANIZATION AND DISTRIBUTION (this “Agreement”), dated as of December 18, 2008, by and between The Phoenix Companies, Inc., a Delaware corporation (“PNX”), and Virtus Investment Partners, Inc., a Delaware corporation (“Spinco” and together with PNX, the “Parties”, and each individually, a “Party”).
AMENDMENTTax Separation Agreement • April 10th, 2009 • Virtus Investment Partners, Inc. • Investment advice • Delaware
This AMENDMENT (this “Amendment”), dated as of April 8, 2009, is entered into by and between THE PHOENIX COMPANIES, INC., a Delaware corporation (“PNX”), and VIRTUS INVESTMENT PARTNERS, INC., a Delaware corporation (“Spinco”). Capitalized terms used in this Amendment and not defined herein shall have the meanings that such terms have in the Agreement (defined below).
ContractIndemnification Agreement • February 27th, 2023 • Virtus Investment Partners, Inc. • Investment advice • Delaware
INVESTMENT AND CONTRIBUTION AGREEMENT BY AND AMONG PHOENIX INVESTMENT MANAGEMENT COMPANY, VIRTUS HOLDINGS, INC., HARRIS BANKCORP, INC. AND THE PHOENIX COMPANIES, INC. Dated as of October 30, 2008Investment and Contribution Agreement • November 14th, 2008 • Virtus Investment Partners, Inc. • Investment advice • New York
INVESTMENT AND CONTRIBUTION AGREEMENT (this “Agreement”), dated as of October 30, 2008, by and among PHOENIX INVESTMENT MANAGEMENT COMPANY, a Delaware corporation (“PIMCO”), VIRTUS HOLDINGS, INC., a Delaware corporation (the “Company”), HARRIS BANKCORP, INC., a Delaware corporation (the “Investor”), and THE PHOENIX COMPANIES, INC., a Delaware corporation (“PNX”).
CONVERSION AND VOTING AGREEMENTConversion and Voting Agreement • November 2nd, 2011 • Virtus Investment Partners, Inc. • Investment advice • New York
THIS CONVERSION AND VOTING AGREEMENT, dated as of October 27, 2011 (this “Agreement”), is entered into between BMO Bankcorp, Inc. (f/k/a Harris Bankcorp, Inc.), a Delaware corporation (the “Investor”), and Virtus Investment Partners, Inc., a Delaware corporation (the “Company”).
NOTELoan Agreement • September 4th, 2009 • Virtus Investment Partners, Inc. • Investment advice • New York
FOR VALUE RECEIVED, the undersigned, VIRTUS INVESTMENT PARTNERS, INC., a Delaware corporation (the “Borrower”), hereby promises to pay to the order of THE BANK OF NEW YORK MELLON (the “Lender”) the unpaid principal amount of the Loans made by the Lender to the Borrower, in the amounts and at the times set forth in the Credit Agreement, dated as of September 1, 2009, among the Borrower, the Lenders party thereto, and The Bank of New York Mellon, as Administrative Agent and as Issuing Bank, (as the same may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) and to pay interest from the date hereof on the principal balance of such Loans from time to time outstanding at the rate or rates and at the times set forth in the Credit Agreement, in each case at the office of the Administrative Agent located at One Wall Street, New York, New York, or at such other place as the Administrative Agent may specify from time to time, in lawful money of the United S
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • July 13th, 2010 • Virtus Investment Partners, Inc. • Investment advice • New York
AMENDMENT NO. 1, dated as of July 8, 2010 (this “Amendment”) to the Credit Agreement, dated as of September 1, 2009, among Virtus Investment Partners, Inc. (the “Borrower”), the Lenders party thereto, and The Bank of New York Mellon, as Administrative Agent and as Issuing Bank (as the same may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”).
FORM OF VIRTUS INVESTMENT PARTNERS, INC. RESTRICTED STOCK UNITS AGREEMENT Virtus Investment Partners, Inc. (the “Company”) hereby grants to the Participant named below a Restricted Stock Unit award (“Award”), each Restricted Stock Unit (“Restricted...Restricted Stock Units Agreement • February 27th, 2023 • Virtus Investment Partners, Inc. • Investment advice
AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 4th, 2013 • Virtus Investment Partners, Inc. • Investment advice • New York
AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of September 18, 2013 (this “Amendment”) to the Amended and Restated Credit Agreement, dated as of September 10, 2012, among Virtus Investment Partners, Inc. (the “Borrower”), the Lenders party thereto, PNC Bank, National Association, as Syndication Agent, and The Bank of New York Mellon, as Administrative Agent (in such capacity, the “Agent”), the Swingline Lender, and as Issuing Bank (as the same may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”).
SEPARATION AGREEMENT, PLAN OF REORGANIZATION AND DISTRIBUTION by and between THE PHOENIX COMPANIES, INC. and VIRTUS INVESTMENT PARTNERS, INC. Dated as of , 2008Separation Agreement • December 15th, 2008 • Virtus Investment Partners, Inc. • Investment advice • Delaware
SEPARATION AGREEMENT, PLAN OF REORGANIZATION AND DISTRIBUTION (this “Agreement”), dated as of , 2008 and to be effective as of the Distribution Date, by and between The Phoenix Companies, Inc., a Delaware corporation (“PNX”), and Virtus Investment Partners, Inc., a Delaware corporation (“Spinco” and together with PNX, the “Parties”, and each individually, a “Party”).
VIRTUS INVESTMENT PARTNERS, INC. PERFORMANCE SHARE UNIT GRANT AGREEMENTPerformance Share Unit Grant Agreement • May 9th, 2023 • Virtus Investment Partners, Inc. • Investment advice • Connecticut
This Agreement describes in detail your rights with respect to the Performance Share Units granted to you, and Restricted Stock Units that may be granted to you, hereby and constitutes a legal agreement between you and the Company. Capitalized terms used and not otherwise defined herein shall have the meaning ascribed thereto in the Plan.
VIRTUS INVESTMENT PARTNERS, INC. RESTRICTED STOCK UNITS AGREEMENTRestricted Stock Units Agreement • May 13th, 2009 • Virtus Investment Partners, Inc. • Investment advice • Connecticut
Virtus Investment Partners, Inc. (the “Company”) hereby grants to the Participant named below a Restricted Stock Unit award (“Award”), each Restricted Stock Unit (“Restricted Stock Unit” or “RSU”) representing the right to receive one share of common stock of the Company, par value $0.01 per share (“Common Shares”) in accordance with and subject to the terms and restrictions of this Agreement (the “Agreement”) and the Virtus Investment Partners, Inc. Omnibus Incentive and Equity Plan (the “Plan”), which is incorporated by reference and made a part of this Agreement. This is the first page of the Agreement, which describes in detail your rights with respect to the Restricted Stock Units granted to you hereby and which constitutes a legal agreement between you and the Company.
VIRTUS INVESTMENT PARTNERS, INC. REAFFIRMATION OF GUARANTEEReaffirmation of Guarantee • November 7th, 2012 • Virtus Investment Partners, Inc. • Investment advice • New York
THIS REAFFIRMATION OF GUARANTEE (this “Reaffirmation”) is dated as of September 10, 2012, and is entered into by and among VIRTUS INVESTMENT PARTNERS, INC., a Delaware corporation (the “Borrower”), each of the Subsidiaries of the Borrower listed on Schedule A hereto (each such Subsidiary, individually, a “Guarantor” and, collectively, the “Guarantors”) and THE BANK OF NEW YORK MELLON, as Administrative Agent, as Swingline Lender and as Issuing Bank (the “Agent”) under the Amended and Restated Credit Agreement, dated as of September 10, 2012, among the Borrower, the lenders party thereto and the Agent (the “Amended and Restated Credit Agreement”). Capitalized terms used herein but not defined herein shall have the meanings given to such terms in the Amended and Restated Credit Agreement.
CREDIT AGREEMENT dated as of September 1, 2009 among VIRTUS INVESTMENT PARTNERS, INC., as Borrower, The Lenders Party Hereto, and THE BANK OF NEW YORK MELLON, as Administrative Agent and as Issuing Bank THE BANK OF NEW YORK MELLON, as Lead Arranger...Credit Agreement • March 1st, 2011 • Virtus Investment Partners, Inc. • Investment advice • New York
CREDIT AGREEMENT, dated as of September 1, 2009, among VIRTUS INVESTMENT PARTNERS, INC., the LENDERS party hereto and THE BANK OF NEW YORK MELLON, as Administrative Agent and as Issuing Bank.
PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY NONQUALIFIED DEFERRED COMPENSATION PLANS PHOENIX DUFF & PHELPS CORPORATION JOINDER AGREEMENTJoinder Agreement • March 28th, 1997 • Phoenix Duff & Phelps Corp • Investment advice
PHOENIX INVESTMENT PARTNERS, LTD FIRST AMENDMENT Dated as of June 1, 2006 to LOAN AGREEMENT Dated as of December 30, 2005 Re: $66,018,833 – 6.55% Senior Note Due December 30, 2010Loan Agreement • December 19th, 2008 • Virtus Investment Partners, Inc. • Investment advice • Connecticut
THIS FIRST AMENDMENT dated as of June 1, 2006 to the Loan Agreement dated as of December 30, 2005 is between Phoenix Investment Partners, LTD. a Delaware corporation (the “Company”) and Phoenix Life Insurance company (the “Noteholder”).
AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • February 24th, 2014 • Virtus Investment Partners, Inc. • Investment advice • New York
AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 4, 2013 (this “Amendment”) to the Amended and Restated Credit Agreement, dated as of September 10, 2012, among Virtus Investment Partners, Inc. (the “Borrower”), the Lenders party thereto, PNC Bank, National Association, as Syndication Agent, and The Bank of New York Mellon, as Administrative Agent (in such capacity, the “Agent”), the Swingline Lender, and as Issuing Bank, as amended by Amendment No. 1, dated as of July 2, 2013 and Amendment No. 2, dated as of September 18, 2013 (as the same may be further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”).
