0001047469-07-005285 Sample Contracts

CREDIT AGREEMENT
Credit Agreement • June 29th, 2007 • Duff & Phelps CORP • Finance services • New York

This CREDIT AGREEMENT, dated as of September 30, 2005, 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”).

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GERARD CREAGH EMPLOYMENT AGREEMENT
Employment Agreement • June 29th, 2007 • Duff & Phelps CORP • Finance services

This Employment Agreement (the “Employment Agreement”), dated as of , 2007, by and between DUFF & PHELPS, LLC, a Delaware limited liability company (“D&P, LLC”), and Gerard Creagh (“Executive”).

AMENDMENT NO. 2 TO CREDIT AGREEMENT
Credit 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.

AMENDMENT NO. 1 TO CREDIT AGREEMENT
Credit 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.

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