Exhibit 10.1 A






EXHIBIT 10.1




FIFTH AMENDMENT TO CREDIT AGREEMENT


This FIFTH AMENDMENT to Credit Agreement (this “Amendment”) is entered into as of August 10, 2012, among DUFF & PHELPS, LLC, a Delaware limited liability company (the “Borrower”), DUFF & PHELPS ACQUISITIONS, LLC (“Holdings”), CHANIN CAPITAL PARTNERS LLC (“Chanin”), and RASH & ASSOCIATES, L.P. (“Rash” and together with Holdings and Chanin, each a “Guarantor” and together the “Guarantors”), BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer (as such terms are defined in the Credit Agreement defined below), and each of the Lenders (as defined in the Credit Agreement defined below) signatory hereto. 


W I T N E S S E T H:


WHEREAS, the Borrower, the Administrative Agent, the L/C Issuer and the Lenders have entered into that certain Credit Agreement dated as of July 15, 2009 (as from time to time amended, modified, supplemented, restated, or amended and restated, the “Credit Agreement”; capitalized terms used in this Amendment not otherwise defined herein shall have the respective meanings given thereto in the Credit Agreement), pursuant to which the L/C Issuer and the Lenders have made available to the Borrower certain Committed Loans; and
WHEREAS, the Borrower has requested that the Administrative Agent and the Lenders make certain amendments to the Credit Agreement.
NOW, THEREFORE, in consideration of the premises and further valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1.Amendment to Credit Agreement: Restated Defined Term.  The following defined term set forth in Section 1.01 of the Credit Agreement is hereby amended and restated as follows:


“'Excluded Subsidiary” means (A) Duff & Phelps Securities, LLC, (B) any Subsidiary that is not a Domestic Subsidiary, (C) any Domestic Subsidiary that is not a Material Subsidiary, and (D) any FINRA Registered Broker-Dealer; provided, however, that at no time shall 10% or more of the book value of assets of DPC and its Subsidiaries be held by Subsidiaries which would otherwise constitute Excluded Subsidiaries under part (C) of the definition hereof, and provided further that, if 10% or more of the book value of assets of DPC and its Subsidiaries is (or becomes) held by Subsidiaries which would otherwise constitute Excluded Subsidiaries under part (C) of the definition hereof, then a sufficient number of Excluded Subsidiaries shall be designated by the Borrower to be Material Subsidiaries for purposes of, and shall comply with, Section 6.12 hereof in order that all other Domestic Subsidiaries that are Excluded Subsidiaries under part (C) of the definition hereof (not including any that are FINRA Registered Broker-Dealers) hold, in the aggregate, less than 10% of the book value of the assets of DPC and its Subsidiaries.”
2.Amendment to Credit Agreement: New Defined Term.  The following new defined term is hereby inserted into Section 1.01 of the Credit Agreement in the appropriate alphabetical order:


“'FINRA Registered Broker-Dealer' means an entity that has met the requirements for and is currently registered as a broker-dealer with the Financial Industry Regulatory Authority and/or pursuant to United States Federal securities law.” 









3.Effectiveness; Conditions Precedent.  The effectiveness of this Amendment shall be conditioned upon the Administrative Agent having received four (4) counterparts of this Amendment, duly executed by the Borrower, the other Loan Parties party hereto, the Administrative Agent, the L/C Issuer and the Required Lenders.


4.Representations and Warranties.  In order to induce the Administrative Agent and the Lenders to enter into this Amendment, the Borrower represents and warrants to the Administrative Agent and the Lenders as follows:


(a)After giving effect to this Amendment, the representations and warranties made by the Borrower and each other Loan Party in Article V of the Credit Agreement and in each of the other Loan Documents, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct in all material respects on and as of the date hereof, except to the extent that such representations and warranties expressly relate to an earlier date, provided, however, that the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement are deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement;


(b)This Amendment has been duly authorized, executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower, except as may be limited by general principles of equity or by the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors' rights generally; and


(c)After giving effect to this Amendment, no Default or Event of Default has occurred and is continuing. 


5.Reaffirmation of Guaranty.  Each of the Guarantors hereby expressly: (a) consents to the execution by the Borrower, the Administrative Agent, the L/C Issuer and each of the Lenders of this Amendment; (b) acknowledges that the Obligations referred to in and guaranteed by the Guaranty include all of the obligations and liabilities owing from time to time by the Borrower to the Administrative Agent, the L/C Issuer and each of the Lenders, including, but not limited to, the obligations and liabilities of the Borrower to the Administrative Agent, the L/C Issuer and each of the Lenders under and pursuant to the Credit Agreement, as amended from time to time, and as evidenced by the Note, as modified, extended, and/or replaced from time to time; (c) acknowledges that such Guarantor does not have any set-off, defense or counterclaim to the payment or performance of any of the obligations of the Borrower under the Credit Agreement or such Guarantor under the Guaranty; (d) reaffirms, assumes and binds itself in all respects to all of the obligations, liabilities, duties, covenants, terms and conditions that are contained in the Guaranty; (e) agrees that all such obligations and liabilities under the Guaranty shall continue in full force and that the execution and delivery of this Amendment to, and its acceptance by, the Bank shall not in any manner whatsoever (i) impair or affect the liability of any Guarantor to the Administrative Agent, the L/C Issuer or any of the Lenders under the Guaranty, (ii) prejudice, waive, or be construed to impair, affect, prejudice, or waive the rights and abilities of the Administrative Agent, the L/C Issuer or any of the Lenders at law, in equity or by statute, against any Guarantor pursuant to the Guaranty, and/or (iii) release or discharge, nor be construed to release or discharge, any of the obligations and liabilities owing to the Administrative Agent, the L/C Issuer or any of the Lenders by any Guarantor under the Guaranty; and (f) represents and warrants that each of the representations and warranties made by such Guarantor in any of the documents executed in connection with the Loan remain true and correct as of the date hereof.

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6.Entire Agreement.  This Amendment, together with all the Loan Documents and all related amendments, consents, waivers, and other similar documents (collectively, the “Relevant Documents”), sets forth the entire understanding and agreement of the parties hereto in relation to the subject matter hereof and supersedes any prior negotiations and agreements among the parties relating to such subject matter.  No promise, condition, representation or warranty, express or implied, not set forth in the Relevant Documents shall bind any party hereto, and no such party has relied on any such promise, condition, representation or warranty.  Each of the parties hereto acknowledges that, except as otherwise expressly stated in the Relevant Documents, no representations, warranties or commitments, express or implied, have been made by any party to any other party in relation to the subject matter hereof or thereof.  None of the terms or conditions of this Amendment may be changed, modified, waived or canceled orally or otherwise, except in writing and in accordance with Section 10.01 of the Credit Agreement.


7.Full Force and Effect of Agreement.  Except as hereby specifically amended, modified or supplemented, the Credit Agreement and all other Loan Documents are hereby confirmed and ratified in all respects and shall be and remain in full force and effect according to their respective terms.  


8.Counterparts.  This Amendment may be executed in any number of counterparts, each of which shall be deemed an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument.


9.Governing Law.  THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, and shall be further subject to the provisions of Section 10.15 of the Credit Agreement.


10.Enforceability.  Should any one or more of the provisions of this Amendment be determined to be illegal or unenforceable as to one or more of the parties hereto, all other provisions nevertheless shall remain effective and binding on the parties hereto.


11.References.  All references in any of the Loan Documents to the Credit Agreement (whether as “Credit Agreement” or “Agreement,” as applicable based on the context) shall mean the Credit Agreement, as amended, supplemented or modified hereby.


12.Successors and Assigns.  This Amendment shall be binding upon and inure to the benefit of the Borrower, the Administrative Agent, the L/C Issuer and each of the Lenders, and their respective successors, legal representatives, and assignees to the extent such assignees are permitted assignees as provided in Section 10.06 of the Credit Agreement.


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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be made, executed and delivered by their duly authorized officers as of the day and year first above written.




	
			
	 
	DUFF & PHELPS, LLC

	 
	as the Borrower

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Patrick M. Puzzuoli

	 
	Name:
	Patrick M. Puzzuoli

	 
	Title:
	Executive Vice President & Chief Financial Officer












    

Signature Page to Fifth Amendment to Credit Agreement












    
DUFF & PHELPS ACQUISITIONS, LLC 
as Guarantor




	
			
	 
	By:
	/s/ Patrick M. Puzzuoli

	 
	Name:
	Patrick M. Puzzuoli

	 
	Title:
	Executive Vice President & Chief Financial Officer




    




CHANIN CAPITAL PARTNERS LLC 
as Guarantor




	
			
	 
	By:
	/s/ Patrick M. Puzzuoli

	 
	Name:
	Patrick M. Puzzuoli

	 
	Title:
	Executive Vice President & Chief Financial Officer




    




RASH & ASSOCIATES, L.P. 
as Guarantor


By:    Duff & Phelps, LLC, as managing member of
Rash Acquisition GP, LLC, its general partner




	
			
	 
	By:
	/s/ Patrick M. Puzzuoli

	 
	Name:
	Patrick M. Puzzuoli

	 
	Title:
	Executive Vice President & Chief Financial Officer




    









Signature Page to Fifth Amendment to Credit Agreement














BANK OF AMERICA, N.A., 
as Administrative Agent


	
			
	 
	By:
	/s/ Naomi Hasegawa

	 
	Name:
	Naomi Hasegawa

	 
	Title:
	Vice President




        




BANK OF AMERICA, N.A., 
as a Lender and L/C Issuer


	
			
	 
	By:
	/s/ Naomi Hasegawa

	 
	Name:
	Naomi Hasegawa

	 
	Title:
	Vice President






            









Signature Page to Fifth Amendment to Credit Agreement