0001193125-14-065148 Sample Contracts

AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit 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”).

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AMENDMENT NO. 2 TO SECURITY AGREEMENT
Security Agreement • February 24th, 2014 • Virtus Investment Partners, Inc. • Investment advice • New York

AMENDMENT NO. 2, dated as of December 4, 2013 (this “Amendment”), to the Security Agreement, dated as of September 1, 2009, by and among Virtus Investment Partners, Inc., a Delaware corporation (“Virtus”), each of the subsidiaries of Virtus listed on Schedule I to the Security Agreement or which became a party thereto thereafter (collectively, the “Subsidiary Guarantors”; the Subsidiary Guarantors and Virtus are referred to collectively herein as the “Grantors”), and The Bank of New York Mellon, as administrative agent (the “Administrative Agent”) under the Credit Agreement referred to below, as amended by Amendment No. 1, dated as of September 10, 2012 (as further amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”).

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