INCREMENTAL SECOND-LIEN TERM LOAN AGREEMENT DEUTSCHE BANK AG NEW YORK BRANCH 60 Wall Street New York, New York 10005Incremental Second-Lien Term Loan Agreement • August 17th, 2009 • Nuveen Investments Inc • Investment advice • New York
Reference is hereby made to the Credit Agreement, dated as of November 13, 2007 and amended as of July 28, 2009 (as further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Windy City Investments, Inc., a Delaware corporation (“Holdings”), Nuveen Investments, Inc. (f/k/a Windy City Acquisition Corp.), a Delaware corporation (the “Borrower”), the Lenders party thereto from time to time, Deutsche Bank AG New York Branch, as Administrative Agent, as First-Lien Collateral Agent and as Second-Lien Collateral Agent, Deutsche Bank Securities Inc., Wells Fargo Securities, LLC (as legal successor to Wachovia Capital Markets, LLC), Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley Senior Funding, Inc., as Arrangers, Wells Fargo Securities, LLC (as legal successor to Wachovia Capital Markets, LLC), as Syndication Agent, and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley Senior F
