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]Duff & Phelps Corp • September 13th, 2007 • 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
Duff & Phelps Acquisitions, LLC Letterhead]Duff & Phelps Corp • September 13th, 2007 • 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
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.
