Conformed
      Copy 

     

    AMENDED
      AND RESTATED CREDIT AGREEMENT

     

    Dated
      as
      of July
      30,
      2008

     

    among

     

    DUFF
      & PHELPS, LLC,
      as
      Borrower

     

    DUFF
      & PHELPS ACQUISITIONS, LLC,
      as
      one of
      the Guarantors

     

    THE
      LENDERS AND L/C ISSUERS PARTY HERETO

     

    and

     

    GENERAL
      ELECTRIC CAPITAL CORPORATION,
      

    as
      Administrative Agent and Collateral Agent

     

    and

     

    LASALLE
      BANK NATIONAL ASSOCIATION, 

    as
      Syndication Agent

     

    ♦
♦
      ♦

     

    GE
      CAPITAL MARKETS, INC.,
      

    as
      Sole
      Lead Arranger and Bookrunner

     

      

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF
      CONTENTS

    


    
      	 	
              Page

            
	 	 
	
              ARTICLE
                I DEFINITIONS, INTERPRETATION AND
                ACCOUNTING TERMS

            	
              1

            
	 	 
	
              Section
                1.1

            	
              Defined
                Terms

            	
              1

            
	 	 	 
	
              Section
                1.2

            	
              UCC
                Terms

            	
              31

            
	 	 	 
	
              Section
                1.3

            	
              Accounting
                Terms and Principles

            	
              31

            
	 	 	 
	
              Section
                1.4

            	
              Intentionally
                Omitted

            	
              32

            
	 	 	 
	
              Section
                1.5

            	
              Interpretation

            	
              32

            
	 	 	 
	
              ARTICLE
                II THE FACILITIES

            	
              32

            
	 	 
	
              Section
                2.1

            	
              The
                Commitments

            	
              32

            
	 	 	 
	
              Section
                2.2

            	
              Borrowing
                Procedures

            	
              35

            
	 	 	 
	
              Section
                2.3

            	
              Swing
                Loans

            	
              36

            
	 	 	 
	
              Section
                2.4

            	
              Letters
                of Credit

            	
              37

            
	 	 	 
	
              Section
                2.5

            	
              Reduction
                and Termination of the Commitments

            	
              40

            
	 	 	 
	
              Section
                2.6

            	
              Repayment
                of Loans

            	
              40

            
	 	 	 
	
              Section
                2.7

            	
              Optional
                Prepayments

            	
              41

            
	 	 	 
	
              Section
                2.8

            	
              Mandatory
                Prepayments

            	
              41

            
	 	 	 
	
              Section
                2.9

            	
              Interest

            	
              43

            
	 	 	 
	
              Section
                2.10

            	
              Conversion
                and Continuation Options

            	
              43

            
	 	 	 
	
              Section
                2.11

            	
              Fees

            	
              44

            
	 	 	 
	
              Section
                2.12

            	
              Application
                of Payments

            	
              44

            
	 	 	 
	
              Section
                2.13

            	
              Payments
                and Computations

            	
              46

            
	 	 	 
	
              Section
                2.14

            	
              Evidence
                of Debt

            	
              47

            
	 	 	 
	
              Section
                2.15

            	
              Suspension
                of LIBO Rate Option

            	
              48

            
	 	 	 
	
              Section
                2.16

            	
              Breakage
                Costs; Increased Costs; Capital Requirements

            	
              49

            
	 	 	 
	
              Section
                2.17

            	
              Taxes

            	
              50

            
	 	 	 
	
              Section
                2.18

            	
              Substitution
                of Lenders

            	
              53

            


    

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

     

    TABLE
      OF
      CONTENTS

    (continued)

    


    
      	 	 	
              Page

            
	 	 
	
              ARTICLE
                III CONDITIONS TO LOANS AND LETTERS OF CREDIT

            	
              54

            
	 	 
	
              Section
                3.1

            	
              Restatement
                Effective Date

            	
              55

            
	 	 	 
	
              Section
                3.2

            	
              Conditions
                Precedent to Each Loan and Letter of Credit

            	
              55

            
	 	 	 
	
              ARTICLE
                IV REPRESENTATIONS AND WARRANTIES

            	
              55

            
	 	 
	
              Section
                4.1

            	
              Corporate
                Existence; Compliance with Law

            	
              56

            
	 	 	 
	
              Section
                4.2

            	
              Loan
                Documents

            	
              56

            
	 	 	 
	
              Section
                4.3

            	
              Ownership
                of Group Members

            	
              57

            
	 	 	 
	
              Section
                4.4

            	
              Financial
                Statements

            	
              57

            
	 	 	 
	
              Section
                4.5

            	
              Material
                Adverse Effect

            	
              58

            
	 	 	 
	
              Section
                4.6

            	
              Solvency

            	
              58

            
	 	 	 
	
              Section
                4.7

            	
              Litigation

            	
              58

            
	 	 	 
	
              Section
                4.8

            	
              Taxes

            	
              58

            
	 	 	 
	
              Section
                4.9

            	
              Margin
                Regulations

            	
              58

            
	 	 	 
	
              Section
                4.10

            	
              No
                Burdensome Obligations; No Distributions; No Defaults

            	
              58

            
	 	 	 
	
              Section
                4.11

            	
              Investment
                Company Act; Public Utility Holding Company Act

            	
              59

            
	 	 	 
	
              Section
                4.12

            	
              Labor
                Matters

            	
              59

            
	 	 	 
	
              Section
                4.13

            	
              ERISA

            	
              59

            
	 	 	 
	
              Section
                4.14

            	
              Environmental
                Matters

            	
              60

            
	 	 	 
	
              Section
                4.15

            	
              Intellectual
                Property

            	
              60

            
	 	 	 
	
              Section
                4.16

            	
              Title;
                Real Property

            	
              60

            
	 	 	 
	
              Section
                4.17

            	
              Full
                Disclosure

            	
              61

            
	 	 	 
	
              ARTICLE
                V FINANCIAL COVENANTS

            	
              61

            
	 	 
	
              Section
                5.1

            	
              Maximum
                Consolidated Senior Leverage Ratio

            	
              61

            
	 	 	 
	
              Section
                5.2

            	
              Minimum
                Consolidated Fixed Charge Coverage Ratio.

            	
              62

            
	 	 	 
	
              ARTICLE
                VI REPORTING COVENANTS

            	
              62

            
	 	 
	
              Section
                6.1

            	
              Financial
                Statements

            	
              62

            
	 	 	 
	
              Section
                6.2

            	
              Other
                Events

            	
              64

            


    

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

     

    TABLE
      OF
      CONTENTS

    (continued)

    


    
      	 	 	
              Page

            
	 	 	 
	
              Section
                6.3

            	
              Purchase
                Agreements

            	
              64

            
	 	 	 
	
              Section
                6.4

            	
              Taxes

            	
              64

            
	 	 	 
	
              Section
                6.5

            	
              ERISA
                Matters

            	
              65

            
	 	 	 
	
              Section
                6.6

            	
              Environmental
                Matters

            	
              65

            
	 	 	 
	
              Section
                6.7

            	
              Other
                Information

            	
              65

            
	 	 	 
	
              ARTICLE
                VII AFFIRMATIVE COVENANTS

            	
              66

            
	 	 
	
              Section
                7.1

            	
              Maintenance
                of Corporate Existence

            	
              66

            
	 	 	 
	
              Section
                7.2

            	
              Compliance
                with Laws, Etc

            	
              66

            
	 	 	 
	
              Section
                7.3

            	
              Intentionally
                Omitted

            	
              66

            
	 	 	 
	
              Section
                7.4

            	
              Maintenance
                of Property

            	
              66

            
	 	 	 
	
              Section
                7.5

            	
              Maintenance
                of Insurance

            	
              66

            
	 	 	 
	
              Section
                7.6

            	
              Keeping
                of Books

            	
              67

            
	 	 	 
	
              Section
                7.7

            	
              Access
                to Books and Property

            	
              67

            
	 	 	 
	
              Section
                7.8

            	
              Environmental

            	
              67

            
	 	 	 
	
              Section
                7.9

            	
              Use
                of Proceeds

            	
              67

            
	 	 	 
	
              Section
                7.10

            	
              Additional
                Collateral and Guaranties

            	
              68

            
	 	 	 
	
              Section
                7.11

            	
              Deposit
                Accounts; Securities Accounts and Cash Collateral Accounts

            	
              69

            
	 	 	 
	
              Section
                7.12

            	
              Interest
                Rate Contracts

            	
              69

            
	 	 	 
	
              Section
                7.13

            	
              Payment
                of Taxes

            	
              69

            
	 	 	 
	
              ARTICLE
                VIII NEGATIVE COVENANTS

            	
              70

            
	 	 
	
              Section
                8.1

            	
              Indebtedness

            	
              70

            
	 	 	 
	
              Section
                8.2

            	
              Liens

            	
              71

            
	 	 	 
	
              Section
                8.3

            	
              Investments

            	
              73

            
	 	 	 
	
              Section
                8.4

            	
              Asset
                Sales

            	
              74

            
	 	 	 
	
              Section
                8.5

            	
              Restricted
                Payments

            	
              74

            


    

     

    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    

     

    TABLE
      OF
      CONTENTS

    (continued)

    


    
      	 	 	
              Page

            
	 	 	 
	
              Section
                8.6

            	
              Prepayment
                of Subordinated Debt

            	
              76

            
	 	 	 
	
              Section
                8.7

            	
              Fundamental
                Changes

            	
              76

            
	 	 	 
	
              Section
                8.8

            	
              Change
                in Nature of Business

            	
              76

            
	 	 	 
	
              Section
                8.9

            	
              Transactions
                with Affiliates

            	
              77

            
	 	 	 
	
              Section
                8.10

            	
              Third-Party
                Restrictions on Indebtedness, Liens, Investments or Restricted
                Payments

            	
              77

            
	 	 	 
	
              Section
                8.11

            	
              Modification
                of Certain Documents

            	
              78

            
	 	 	 
	
              Section
                8.12

            	
              Accounting
                Changes; Fiscal Year

            	
              78

            
	 	 	 
	
              Section
                8.13

            	
              Margin
                Regulations

            	
              78

            
	 	 	 
	
              Section
                8.14

            	
              Compliance
                with ERISA

            	
              78

            
	 	 	 
	
              Section
                8.15

            	
              Hazardous
                Materials

            	
              78

            
	 	 	 
	
              Section
                8.16

            	
              Payments
                of Contingent Payment Amounts

            	
              78

            
	 	 	 
	
              ARTICLE
                IX EVENTS OF DEFAULT

            	
              79

            
	 	 
	
              Section
                9.1

            	
              Definition

            	
              79

            
	 	 	 
	
              Section
                9.2

            	
              Remedies

            	
              81

            
	 	 	 
	
              Section
                9.3

            	
              Actions
                in Respect of Letters of Credit

            	
              81

            
	 	 	 
	
              ARTICLE
                X THE ADMINISTRATIVE AGENT

            	
              81

            
	 	 
	
              Section
                10.1

            	
              Appointment
                and Duties

            	
              81

            
	 	 	 
	
              Section
                10.2

            	
              Binding
                Effect

            	
              82

            
	 	 	 
	
              Section
                10.3

            	
              Use
                of Discretion

            	
              83

            
	 	 	 
	
              Section
                10.4

            	
              Delegation
                of Rights and Duties

            	
              83

            
	 	 	 
	
              Section
                10.5

            	
              Reliance
                and Liability

            	
              83

            
	 	 	 
	
              Section
                10.6

            	
              Administrative
                Agent Individually

            	
              84

            
	 	 	 
	
              Section
                10.7

            	
              Lender
                Credit Decision

            	
              85

            
	 	 	 
	
              Section
                10.8

            	
              Expenses;
                Indemnities

            	
              85

            
	 	 	 
	
              Section
                10.9

            	
              Resignation
                of Administrative Agent or L/C Issuer

            	
              85

            


    

     

    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

    

     

    TABLE
      OF
      CONTENTS

    (continued)

    


    
      	 	 	
              Page

            
	 	 	 
	
              Section
                10.10

            	
              Release
                of Collateral or Guarantors

            	
              86

            
	 	 	 
	
              Section
                10.11

            	
              Additional
                Secured Parties

            	
              87

            
	 	 	 
	
              Section
                10.12

            	
              Co-Agents

            	
              87

            
	 	 	 
	
              ARTICLE
                XI MISCELLANEOUS

            	
              87

            
	 	 
	
              Section
                11.1

            	
              Amendments,
                Waivers, Etc

            	
              87

            
	 	 	 
	
              Section
                11.2

            	
              Assignments
                and Participations; Binding Effect

            	
              89

            
	 	 	 
	
              Section
                11.3

            	
              Costs
                and Expenses

            	
              91

            
	 	 	 
	
              Section
                11.4

            	
              Indemnities

            	
              92

            
	 	 	 
	
              Section
                11.5

            	
              Survival

            	
              93

            
	 	 	 
	
              Section
                11.6

            	
              Limitation
                of Liability for Certain Damages

            	
              93

            
	 	 	 
	
              Section
                11.7

            	
              Lender-Creditor
                Relationship

            	
              93

            
	 	 	 
	
              Section
                11.8

            	
              Right
                of Setoff

            	
              93

            
	 	 	 
	
              Section
                11.9

            	
              Sharing
                of Payments, Etc

            	
              94

            
	 	 	 
	
              Section
                11.10

            	
              Marshaling;
                Payments Set Aside

            	
              94

            
	 	 	 
	
              Section
                11.11

            	
              Notices

            	
              94

            
	 	 	 
	
              Section
                11.12

            	
              Electronic
                Transmissions

            	
              95

            
	 	 	 
	
              Section
                11.13

            	
              Governing
                Law

            	
              96

            
	 	 	 
	
              Section
                11.14

            	
              Jurisdiction

            	
              96

            
	 	 	 
	
              Section
                11.15

            	
              Waiver
                of Jury Trial

            	
              97

            
	 	 	 
	
              Section
                11.16

            	
              Severability

            	
              97

            
	 	 	 
	
              Section
                11.17

            	
              Execution
                in Counterparts

            	
              97

            
	 	 	 
	
              Section
                11.18

            	
              Entire
                Agreement

            	
              97

            
	 	 	 
	
              Section
                11.19

            	
              Use
                of Name

            	
              97

            
	 	 	 
	
              Section
                11.20

            	
              Non-Public
                Information; Confidentiality

            	
              97

            
	 	 	 
	
              Section
                11.21

            	
              Patriot
                Act Notice

            	
              98

            


    

    


    
      
        
        

      

      
        v

        
          

        

      

      
        
        

      

    


    TABLE
      OF
      CONTENTS

    (continued)

     

    SCHEDULES

     

    
      	
              Schedule
                I

            	
              
                –

              

            	
              Commitments

            
	
              Schedule
                II

            	
              
                –

              

            	
              Addresses
                for Notices

            
	
              Schedule
                III

            	
              
                –

              

            	
              Consolidated
                EBITDA

            
	
              Schedule
                IV

            	 	
              Non-Material
                Subsidiaries

            
	
              Schedule
                V

            	
              -

            	
              Permitted
                Acquisitions

            
	
              Schedule
                4.2

            	
              
                –

              

            	
              Consents

            
	
              Schedule
                4.3

            	
              
                –

              

            	
              Ownership
                of Borrower and Subsidiaries

            
	
              Schedule
                4.12

            	
              
                –

              

            	
              Labor
                Matters

            
	
              Schedule
                4.13

            	
              
                –

              

            	
              List
                of Plans

            
	
              Schedule
                4.14

            	
              
                –

              

            	
              Environmental
                Matters

            
	
              Schedule
                4.15

            	
              
                –

              

            	
              Intellectual
                Property

            
	
              Schedule
                4.16

            	
              
                –

              

            	
              Real
                Property

            
	
              Schedule
                8.1

            	
              
                –

              

            	
              Existing
                Indebtedness

            
	
              Schedule
                8.2

            	
              
                –

              

            	
              Existing
                Liens

            
	
              Schedule
                8.3

            	
              
                –

              

            	
              Existing
                Investments

            


    

    


    EXHIBITS

     

    
      	
              Exhibit
                A

            	
              
                –

              

            	
              Form
                of Assignment

            
	
              Exhibit
                B

            	
              
                –

              

            	
              Form
                of Note

            
	
              Exhibit
                C

            	
              
                –

              

            	
              Form
                of Notice of Borrowing

            
	
              Exhibit
                D

            	
              
                –

              

            	
              Form
                of Swingline Request

            
	
              Exhibit
                E

            	
              
                –

              

            	
              Form
                of L/C Request

            
	
              Exhibit
                F

            	
              
                –

              

            	
              Form
                of Notice of Conversion or Continuation

            
	
              Exhibit
                G

            	
              
                –

              

            	
              Form
                of Compliance Certificate

            
	
              Exhibit
                H

            	
              
                –

              

            	
              Form
                of Guaranty and Security
                Agreement

            


    

    


    
      
        
        

      

      
        vi

        
          

        

      

      
        
        

      

    


    This
      AMENDED AND RESTATED CREDIT
      AGREEMENT,
      dated
      as of July 30, 2008, 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”).

    


    WHEREAS,
      the Borrower, the Lenders, the L/C Issuers and the Administrative Agent are
      parties to a Credit Agreement, dated as of September 30, 2005 (as heretofore
      amended, restated, modified or supplemented, the “Original
      Credit Agreement”);
      and

    


    WHEREAS,
      the parties hereto desire to amend and restate the terms and provisions of
      the
      Original Credit Agreement in the form hereof; and

    


    WHEREAS,
      the Loan Parties have agreed to continue to secure all of their Obligations
      under the Loan Documents with a security interest in and lien in favor of the
      Administrative Agent, for the benefit of Administrative Agent and the Lenders,
      upon substantially all of their existing and after-acquired personal and real
      property including a continuing Lien or mortgage on and security interest in
      all
      Collateral in which a Lien or mortgage on or security interest was granted
      pursuant to the Loan Documents prior to the Original Closing Date;
      and

     

    WHEREAS,
      Guarantors (as hereinafter defined) are willing to continue to guaranty all
      of
      the obligations of Borrower under this Agreement.

     

    NOW,
      THEREFORE, in consideration of the premises and the agreements, provisions
      and
      covenants herein contained, and subject to the terms and conditions hereof
      the
      Borrower, Lenders and Administrative Agent agree that the Original Credit
      Agreement be and hereby is amended and restated in its entirety as this
      Agreement:

    


    ARTICLE I

     

    DEFINITIONS,
      INTERPRETATION AND ACCOUNTING TERMS

     

    Section 1.1 Defined
      Terms.
      As used
      in this Agreement, the following terms have the following meanings:

    


    “Acquired
      Company”
means
      the business unit referred to as Corporate Value Consulting, a division of
      The
      Standard & Poor’s Corporation, a wholly-owned subsidiary of The McGraw-Hill
      Companies, Inc.

     

    “Acquisition”
means
      the acquisition of all or substantially all of the assets of the Acquired
      Company and its Subsidiaries pursuant to the terms of the Acquisition
      Agreement.

     

    “Acquisition
      Agreement”
means
      the agreement for the purchase and sale of assets dated as of September 15,
      2005
      by and between the Borrower and The McGraw-Hill Companies, Inc.

    

      CREDIT
        AGREEMENT

      DUFF
        & PHELPS, LLC

    

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    “Additional
      Lender”
has
      the
      meaning specified in Section
      2.1(c)(iv).

     

    “Additional
      Term Loan”
has
      the
      meaning ascribed to it in Section
      2.1(b).

     

    “Additional
      Term Loan Commitment”
means
      (a) as to any Additional Term Loan Lender, the commitment of such Lender to
      make
      its Pro Rata Share of the Additional Term Loan (in the amount determined by
      the
      Administrative Agent in its sole discretion and notified to such Additional
      Term
      Loan Lender, and in any event not to exceed the amount set forth as its maximum
      Additional Term Loan Commitment below the signature of such Additional Term
      Loan
      Lender on its signature page to Amendment No. 2) in the maximum aggregate amount
      set forth in Section 2.1(b) or in the most recent Assignment Agreement, if
      any,
      executed by such Lender and (b) as to all Additional Term Loan Lenders, the
      aggregate commitment of all Additional Term Loan Lenders to make the Additional
      Term Loan. As of the Amendment No. 2 Effective Date, the Additional Term Loan
      Commitment is $15,000,000.

     

    “Additional
      Term Loan Facility”
means
      the Additional Term Loan Commitments and the provisions herein related to the
      Additional Term Loans.

     

    “Additional
      Term Loan Lender”
means
      any Lender with an Additional Term Loan Commitment.

     

    “Affected
      Lender”
has
      the
      meaning specified in Section 2.18(a).

     

    “Affiliate”
means,
      with respect to any Person, each officer, director, general partner or
      joint-venturer of such Person and any other Person that directly or indirectly
      controls, is controlled by, or is under common control with, such Person;
provided,
      however,
      that in
      no event shall a Secured Party be deemed an Affiliate of the Borrower solely
      by
      virtue of holding Obligations. For purpose of this definition, “control”
means
      the possession of either (a) the power to vote, or the beneficial ownership
      of,
      10% or more of the Voting Stock of such Person or (b) the power to direct or
      cause the direction of the management and policies of such Person, whether
      by
      contract or otherwise.

     

    “Agreement”
means
      this Credit Agreement.

     

    “Amendment
      No. 2”
means
      Amendment No. 2, dated October 31, 2006 to this Agreement.

     

    “Amendment
      No. 2 Effective Date”
means
      October 31, 2006.

     

    “Applicable
      Margin” means,
      with respect to Revolving Loans, Swing Loans and Term Loans, a percentage equal
      to the percentage set forth below:

     

    
      	
              APPLICABLE

              MARGINS

            	 	
              BASE RATE 

              LOANS

            	 	
              LIBO RATE LOANS

            	 
	
              Revolving
                Credit Facility

            	 	 	
              1.75

            	
              %

            	 	
              2.75

            	
              %

            
	
              Term
                Loan

            	 	 	
              1.75

            	
              %

            	 	
              2.75

            	
              %

            


    

    

      CREDIT
        AGREEMENT

      DUFF
        & PHELPS, LLC

    

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    “Approved
      Fund”
means,
      with respect to any Lender, any Person (other than a natural Person) that (a)
      is
      or will be engaged in making, purchasing, holding or otherwise investing in
      commercial loans and similar extensions of credit in the ordinary course of
      its
      business and (b) is advised or managed by (i) such Lender, (ii) any Affiliate
      of
      such Lender or (iii) any Person (other than an individual) or any Affiliate
      of
      any Person (other than an individual) that administers or manages such
      Lender.

     

    “Assignment”
means
      an assignment agreement entered into by a Lender, as assignor, and any
      prospective assignee thereof and accepted by the Administrative Agent and,
      to
      the extent required by this Agreement, consented to by the Borrower (such
      consent not to be unreasonably withheld), in substantially the form of
Exhibit A.

     

    “Assumed
      Tax Rate”
means,
      for any taxable year, the highest marginal effective rate of federal, state
      and
      local income tax applicable to an individual resident in New York, New York
      (or,
      if higher, a corporation doing business in New York, New York), taking into
      account the deductibility of state and local taxes.

     

    “Base
      Rate”
means,
      at any time, a rate per annum equal to the higher of (a) the rate last quoted
      by
      The Wall Street Journal as the “base rate on corporate loans posted by at least
      75% of the nation’s 30 largest banks” in the United States or, if The Wall
      Street Journal ceases to quote such rate, the highest per annum interest rate
      published by the Federal Reserve Board in Federal Reserve Statistical Release
      H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such
      rate is no longer quoted therein, any similar rate quoted therein (as determined
      by the Administrative Agent) or any similar release by the Federal Reserve
      Board
      (as determined by the Administrative Agent) and (b) the sum of 0.5% per annum
      and the Federal Funds Rate.

     

    “Base
      Rate Loan”
means
      any Loan that bears interest based on the Base Rate.

     

    “Benefit
      Plan”
means
      any employee benefit plan as defined in Section 3(3) of ERISA (whether governed
      by the laws of the United States or otherwise) to which any Group Member incurs
      or otherwise has any obligation or liability which is reasonably likely to
      be
      incurred, contingent or otherwise.

     

    “Borrowing”
means
      a
      borrowing consisting of Loans (other than Swing Loans and Loans deemed made
      pursuant to Section 2.3
      or
2.4)
      made in
      one Facility on the same day by the Lenders according to their respective
      Commitments under such Facility.

     

    “Business
      Day”
means
      any day of the year that is not a Saturday, Sunday or a day on which banks
      are
      required or authorized to close in New York City and, when determined in
      connection with notices and determinations in respect of any LIBO Rate or LIBO
      Rate Loan or any funding, conversion, continuation, Interest Period or payment
      of any LIBO Rate Loan, that is also a day on which dealings in Dollar deposits
      are carried on in the London interbank market.

    

      CREDIT
        AGREEMENT

      DUFF
        & PHELPS, LLC

    

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    “Capital
      Expenditures”
      means,
      for any Person for any period, the aggregate of all expenditures, whether or
      not
      made through the incurrence of Indebtedness, by such Person and its Subsidiaries
      during such period for the acquisition, leasing (pursuant to a Capital Lease),
      construction, replacement, repair, substitution or improvement of fixed or
      capital assets or additions to equipment, in each case required to be
      capitalized under GAAP on a Consolidated balance sheet of such Person, excluding
      (a) interest capitalized during construction, (b) any expenditure to the extent,
      for purpose of the definition of Permitted Acquisition, such expenditure is
      part
      of the aggregate amounts payable in connection with, or other consideration
      for,
      any Permitted Acquisition consummated during or prior to such period, (c) any
      expenditure that is part of a Permitted Reinvestment and (d) any furniture
      and
      equipment expenditures (including, without limitation, computer equipment)
      in an
      individual amount less than $1,000, to the extent that such expenditure reduces
      Consolidated EBITDA for such period. In the event that such Person receives
      reimbursement of an expenditure that has been included as a Capital Expenditure
      under this definition from a lessor as an incentive in connection with an
      operating lease between such Person and such lessor, the amount of Capital
      Expenditures for the period in which such reimbursement occurs shall be reduced
      (but not below zero) by the amount of such reimbursement.

     

    “Capital
      Lease”
means,
      with respect to any Person, any lease of, or other arrangement conveying the
      right to use, any property (whether real, personal or mixed) by such Person
      as
      lessee that has been or should be accounted for as a capital lease on a balance
      sheet of such Person prepared in accordance with GAAP.

     

    “Capitalized
      Lease Obligations”
means,
      at any time, with respect to any Capital Lease, any lease entered into as part
      of any Sale and Leaseback Transaction of any Person or any synthetic lease,
      the
      amount of all obligations of such Person that is capitalized on a balance sheet
      of such Person prepared in accordance with GAAP.

     

    “Cash
      Collateral Account”
means
      a
      deposit account or securities account in the name of the Borrower and under
      the
      control (as defined in the applicable UCC) of the Administrative Agent and
      (a)
      in the case of a deposit account, from which, during the continuance of any
      Event of Default, upon notice from the Administrative Agent to the applicable
      depository institution (other than during the continuance of an Event of Default
      under Section
      9.1(a)
      or
(e)
      in which
      case no such notice shall be required), the Borrower may not make withdrawals
      except as permitted by the Administrative Agent and (b) in the case of a
      securities account, with respect to which the Administrative Agent shall be
      the
      entitlement holder and, during the continuance of any Event of Default, upon
      notice from the Administrative Agent to the applicable securities intermediary
      (other than during the continuance of an Event of Default under Section
      9.1(a)
      or
(e)
      in which
      case no such notice shall be required), the only Person authorized to give
      entitlement orders with respect thereto. 

     

    “Cash
      Equivalents”
means
      (a) any readily-marketable securities (i) issued by, or directly,
      unconditionally and fully guaranteed or insured by the United States federal
      government or (ii) issued by any agency of the United States federal
      government the obligations of which are fully backed by the full faith and
      credit of the United States federal government, (b) any readily-marketable
      direct obligations issued by any other agency of the United States federal
      government, any state of the United States or any political subdivision of
      any
      such state or any public instrumentality thereof, in each case having a rating
      of at least “A-1” from S&P or at least “P-1” from Moody’s, (c) any
      commercial paper rated at least “A-1”
by
      S&P or “P-1”
by
      Moody’s and issued by any Person organized under the laws of any state of the
      United States, (d) any Dollar-denominated time deposit, insured certificate
      of
      deposit, overnight bank deposit or bankers’ acceptance issued or accepted by (i)
      any Lender or (ii) any commercial bank that is (A) organized under the laws
      of the United States, any state thereof or the District of Columbia, (B)
“adequately capitalized” (as defined in the regulations of its primary federal
      banking regulators) and (C) has Tier 1 capital (as defined in such regulations)
      in excess of $250,000,000 and (e) shares of any United States money market
      fund
      that (i) has substantially all of its assets invested continuously in the types
      of investments referred to in clause
      (a),
      (b),
      (c)
      or (d)
      above with maturities as set forth in the proviso below, (ii) has net assets
      in
      excess of $500,000,000 and (iii) has obtained from either S&P or Moody’s the
      highest rating obtainable for money market funds in the United States;
provided,
      however,
      that
      the maturities of all obligations specified in any of clauses
      (a),
      (b),
      (c)
      and
(d)
      above
      shall not exceed 365 days.

    

      CREDIT
        AGREEMENT

      DUFF
        & PHELPS, LLC

    

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    “Cash
      on Hand”
means,
      with respect to any Person as of any date of determination, cash on hand of
      such
      Person and its Subsidiaries on a Consolidated basis on such date (to the extent
      free of Liens other than rights of offset of the applicable depository bank
      or
      securities intermediary and other than Liens in favor of the Administrative
      Agent) less an amount equal to the aggregate amounts accrued and unpaid as
      of
      such date in respect of incentive bonuses to employees; provided,
      however,
      that in
      no event shall Cash on Hand be less than zero.

     

    “CERCLA”
means
      the United States Comprehensive Environmental Response, Compensation, and
      Liability Act (42 U.S.C. §§ 9601 et seq.).

     

    “Change
      of Control”
means
      the occurrence of any of the following: (a) any “person” or “group” (within the
      meaning of Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934
      as
      amended), other than any combination of the Permitted Investors or any “group”
including any Permitted Investors, shall have acquired the beneficial ownership
      of 35% or more on a fully diluted basis of the Voting Stock of Holdings; and
      the
      Permitted Investors shall own, directly or indirectly, less than such “person”
or “group” on a fully diluted basis of the Voting Stock of Holdings; or (ii)
      continuing directors shall cease for any reason other than death or disability
      to constitute a majority of the directors of Holdings then in office, where
      "continuing director" means, at any date of determination, each individual
      director of Holdings who (x) has been a member of such board in the period
      of
      twelve successive calendar months last ended prior to such date or (y) whose
      nomination for election by the directors of Holdings was approved by a vote
      of
      at least a majority of the directors who were continuing directors at the time
      of such nomination, (b) Holdings shall cease to own and control legally and
      beneficially (directly or indirectly) all of the Voting Stock of the Borrower,
      or (c) a “Change of Control” or any term of similar effect, as defined in any
      document governing Indebtedness of any Group Member having a principal amount
      in
      excess of $5,000,000 shall occur. 

     

    “Chanin”
means
      Chanin Capital Partners, LLC, a Delaware limited liability company.

     

    “Chanin
      Acquisition”
means
      the purchase by Holdings of 100% of the limited liability company interests
      of
      Chanin pursuant to and in accordance with the terms of the Chanin Acquisition
      Documents.

     

    “Chanin
      Acquisition Documents”
means
      the Chanin Purchase Agreement, together with all certificates and other
      documents entered into, recorded or filed in connection therewith.

     

    “Chanin
      Purchase Agreement”
means
      that unit purchase agreement, dated as of October 10, 2006, between Holdings,
      Chanin, the unitholders signatory hereto as sellers and Jeffrey Chanin and
      Company, Inc. as seller representative, as originally in effect or as amended,
      modified or supplemented in accordance with its terms and the terms of this
      Agreement.

    

      CREDIT
        AGREEMENT

      DUFF
        & PHELPS, LLC

    

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    "Class
      A Common Stock"
      means
      Class A Common Stock, par value $.01 per share of DPC.

     

    “Code”
means
      the U.S. Internal Revenue Code of 1986.

     

    “Collateral”
means
      all property and interests in property and proceeds thereof now owned or
      hereafter acquired by any Loan Party in or upon which a Lien is granted or
      purported to be granted pursuant to any Loan Document.

     

    “Commitment”
means,
      with respect to any Lender, such Lender’s Revolving Credit Commitment and Term
      Loan Commitment.

     

    “Compliance
      Certificate”
means
      a
      certificate substantially in the form of Exhibit G.

     

    “Consolidated”
means,
      with respect to any Person, the accounts of such Person and its Subsidiaries
      consolidated in accordance with GAAP.

     

    “Consolidated
      Cash Interest Expense”
means,
      with respect to any Person for any period, the Consolidated Interest Expense
      of
      such Person for such period less
      the sum
      of, in each case to the extent included in the definition of Consolidated
      Interest Expense, (a) the amortized amount of debt discount and debt issuance
      costs, (b) charges relating to write-ups or write-downs in the book or carrying
      value of existing Consolidated Total Debt, (c) interest payable in evidences
      of
      Indebtedness or by addition to the principal of the related Indebtedness and
      (d)
      other non-cash interest.

     

    “Consolidated
      Current Assets”
means,
      with respect to any Person at any date, the total Consolidated current assets
      of
      such Person at such date other than cash, Cash Equivalents and any Indebtedness
      owing to such Person or any of its Subsidiaries by Affiliates of such
      Person.

     

    “Consolidated
      Current Liabilities”
means,
      with respect to any Person at any date, all liabilities of such Person and
      its
      Subsidiaries at such date that should be classified as current liabilities
      on a
      Consolidated balance sheet of such Person; provided,
      however,
      that
“Consolidated
      Current Liabilities”
shall
      exclude the principal amount of the Loans then outstanding,
      accruals
      for annual bonuses and accrued interest.

    

      CREDIT
        AGREEMENT

      DUFF
        & PHELPS, LLC

    

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    “Consolidated
      EBITDA”
means,
      with respect to any Person for any period, (a) the Consolidated Net Income
      of
      such Person for such period plus
      (b) the
      sum of, in each case to the extent included in the calculation of such
      Consolidated Net Income but without duplication, (i) any provision for
      United States federal income taxes or other taxes measured by net income
      (including any provision for distributions in respect of any such taxes), (ii)
      Consolidated Interest Expense, amortization of debt discount and commissions
      and
      other fees and charges associated with Indebtedness, (iii) any loss from
      extraordinary items and any other non-recurring loss, (iv) any depreciation,
      depletion and amortization expense, (v) any aggregate net loss on the Sale
      of
      property (other than accounts (as defined under the applicable UCC) and
      inventory) outside the ordinary course of business, (vi) all non-cash impairment
      charges (to the extent not captured in amortization), (vii) all underfunded
      pension expenses to the extent constituting non-cash charges, (viii) all
      non-cash expenses resulting from the grant of stock and stock options and other
      compensation to management personnel of any Group Member pursuant to a written
      plan or agreement or the treatment of such options under variable plan
      accounting, (ix) for a period of 12
      months
      after a
      Lift-out Acquisition,
      expenses
      (including, without limitation, sign-on bonus and related cash payments in
      connection with the initial hiring of the applicable professionals)
      incurred
      with respect to such
      Lift-out
      Acquisition, in an aggregate amount not to exceed the lesser of (x) $500,000
      times the number of professionals hired in such Lift-out Acquisition and (y)
      $3,000,000,
      for such
12-month
      period, (x) all non-cash
      purchase
      accounting adjustments in connection with the Acquisition, (xi) all severance
      costs to the extent not paid in cash, (xii) all cash payments to managing
      directors of the Borrower and its Subsidiaries relating to the Acquisition
      and
      the Chanin Acquisition and the Related Transactions (and excluding bonuses
      paid
      other than in connection with the Acquisition and the Chanin Acquisition and
      the
      Related Transactions), (xiii) any fees, expenses or charges related to any
      equity offering, permitted investment, Permitted Acquisition, disposal or
      Indebtedness permitted by this Agreement (whether or not successful), (xiv)
      the
      amount of any non-cash minority interest expense deducted in calculating
      Consolidated Net Income, (xv) payments under section 1.5 of the Chanin Purchase
      Agreement made in accordance with this Agreement and (xvi) any other
      non-cash expenditure, charge or loss for such period (other than any non-cash
      expenditure, charge or loss relating to write-offs, write-downs or reserves
      with
      respect to accounts and inventory), including the amount of any compensation
      deduction as the result of any grant of Stock or Stock Equivalents to employees,
      officers, directors or consultants and minus
      (c) the
      sum of, in each case to the extent included in the calculation of such
      Consolidated Net Income and without duplication, (i) any credit for United
      States federal income taxes or other taxes measured by net income, (ii) any
      interest income, (iii) any gain from extraordinary items and any other
      non-recurring gain, (iv) any aggregate net gain from the Sale of property (other
      than accounts (as defined in the applicable UCC) and inventory) out of the
      ordinary course of business by such Person, (v) any other non-cash gain,
      including any reversal of a charge referred to in clause
      (b)(vi)
      above by
      reason of a decrease in the value of any Stock or Stock Equivalent, and (vi)
      any
      other cash payment in respect of expenditures, charges and losses that have
      been
      added to Consolidated EBITDA of such Person pursuant to clause
      (b)(xv)
      above in
      any prior period. 

     

    “Consolidated
      Fixed Charge Coverage Ratio”
means,
      with respect to any Person for any period, the ratio of (a)(i) Consolidated
      EBITDA of such Person for such period minus
      (ii)
      Capital Expenditures of such Person for such period minus
      (iii)
Taxes
      paid by (or distributions made for Taxes payable in respect of) Holdings and
      its
      Subsidiaries during such period (and not counted in any prior period) and
      including any Taxes payable by (or in respect of) Holdings and its Subsidiaries
      in respect of such period even if such Taxes are paid in a subsequent
      period
      to (b)
      the Consolidated Fixed Charges of such Person for such period.

     

    “Consolidated
      Fixed Charges”
means,
      with respect to any Person for any period, the sum, determined on a Consolidated
      basis, of (a) the Consolidated Cash Interest Expense of such Person and its
      Subsidiaries for such period, (b) the principal amount of Consolidated Total
      Debt that is scheduled to be paid during such period, excluding any such
      scheduled principal amount that was prepaid at least one year prior to its
      scheduled due date (whether pursuant to a refinancing or otherwise), (c) all
      cash dividends paid by such Person and its Subsidiaries on Stock during such
      period to Persons other than such Person and its Subsidiaries other than
      distributions counted under clause (a)(iii) of the definition of “Consolidated
      Fixed Charge Coverage Ratio” and (d) all commitment fees and other costs, fees
      and expenses payable by such Person and its Subsidiaries during such period
      in
      order to effect, or because of, the incurrence of any Indebtedness.

    

      CREDIT
        AGREEMENT

      DUFF
        & PHELPS, LLC

    

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    “Consolidated
      Interest Expense”
means,
      for any Person for any period, (a) Consolidated total interest expense of such
      Person and its Subsidiaries for such period and including, in any event, (i)
      interest capitalized during such period and net costs under Interest Rate
      Contracts for such period and (ii) all fees, charges, commissions, discounts
      and
      other similar obligations (other than reimbursement obligations) with respect
      to
      letters of credit, bank guarantees, banker’s acceptances, surety bonds and
      performance bonds (whether or not matured) payable by such Person and its
      Subsidiaries during such period minus
      (b) the
      sum of (i) Consolidated net gains of such Person and its Subsidiaries under
      Interest Rate Contracts for such period and (ii) Consolidated interest
      income of such Person and its Subsidiaries for such period.

     

    “Consolidated
      Net Income”
means,
      with respect to any Person, for any period, the Consolidated net income (or
      loss) of such Person and its Subsidiaries for such period; provided,
      however,
      that
      the following shall be excluded: (a) the net income of any other Person in
      which
      such Person or one of its Subsidiaries has a joint interest with a third-party
      (which interest does not cause the net income of such other Person to be
      Consolidated into the net income of such Person), except to the extent of the
      amount of dividends or distributions paid to such Person or Subsidiary, (b)
      the
      net income of any Subsidiary of such Person that is, on the last day of such
      period, subject to any restriction or limitation on the payment of dividends
      or
      the making of other distributions, to the extent of such restriction or
      limitation and (c) any income attributable to a reduction in rent expense
      arising by virtue of a reimbursement by a lessor of an expenditure to the extent
      such reimbursement has reduced Capital Expenditures under the last sentence
      of
      the definition of the term ‘Capital Expenditures’.

     

    “Consolidated
      Senior Leverage Ratio”
means,
      with respect to any Person as of any date, the ratio of (a) Consolidated
      Total Debt (excluding any Subordinated Debt and Revolving Credit Outstandings)
      of
      such
      Person as of the last day of such period plus the average daily Revolving
      Credit Outstandings
      for the
      last period of four consecutive Fiscal Quarters ending on or before such date
      to
      (b) Consolidated EBITDA for such Person for such period.

     

    “Consolidated
      Total Debt”
of
      any
      Person means at any time (a) all Indebtedness of a type described in
clause
      (a),
      (b),
      (c)(i)
      (limited, in the case of clause (c)(i),
      to
      Indebtedness consisting of drawn and unreimbursed letters of credit of any
      Loan
      Party), (d)
      or
(f)
      of the
      definition thereof and, without duplications, all Guaranty Obligations with
      respect to any such Indebtedness, in each case, of such Person and its
      Subsidiaries on a Consolidated basis less
      (b) Cash
      on Hand in an aggregate amount not to exceed $2,500,000, at such time;
provided,
      however,
      that
      obligations arising under section 1.5 of the Chanin Purchase Agreement are
      not
“Consolidated Total Debt” for purposes of this Agreement.

     

    “Constituent
      Documents”
means,
      with respect to any Person, collectively and, in each case, together with any
      modification of any term thereof, (a) the articles of incorporation, certificate
      of incorporation, constitution or certificate of formation of such Person,
      (b)
      the bylaws, operating agreement or joint venture agreement of such Person,
      (c)
      any other constitutive, organizational or governing document of such Person,
      whether or not equivalent, and (d) any other document setting forth the manner
      of election or duties of the directors, officers or managing members of such
      Person or the designation, amount or relative rights, limitations and
      preferences of any Stock of such Person.

    

      CREDIT
        AGREEMENT

      DUFF
        & PHELPS, LLC

    

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    “Contractual
      Obligation”
means,
      with respect to any Person, any provision of any Security issued by such Person
      or of any document or undertaking (other than a Loan Document) to which such
      Person is a party or by which it or any of its property is bound or to which
      any
      of its property is subject.

     

    “Control
      Agreement”
means,
      with respect to any deposit account, any securities account, commodity account,
      securities entitlement or commodity contract, an agreement, in form and
      substance reasonably satisfactory to the Administrative Agent, among the
      Administrative Agent, the financial institution or other Person at which such
      account is maintained or with which such entitlement or contract is carried
      and
      the Loan Party maintaining such account, effective to grant “control” (as
      defined under the applicable UCC) over such account to the Administrative Agent
      and entitling the Administrative agent, during the continuance of any Event
      of
      Default, to give orders with respect thereto.

     

    “Controlled
      Deposit Account”
means
      each deposit account (including all funds on deposit therein) that is the
      subject of an effective Control Agreement and that is maintained by any Loan
      Party with a financial institution approved by the Administrative
      Agent.

     

    “Controlled
      Securities Account”
means
      each securities account or commodity account (including all financial assets
      held therein and all certificates and instruments, if any, representing or
      evidencing such financial assets) that is the subject of an effective Control
      Agreement and that is maintained by any Loan Party with a securities
      intermediary or commodity intermediary approved by the Administrative
      Agent.

     

    “Copyrights”
means
      all rights, title and interests (and all related IP Ancillary Rights) arising
      under any Requirement of Law in or relating to copyrights and all mask work,
      database and design rights, whether or not registered or published, all
      registrations and recordations thereof and all applications in connection
      therewith.

     

    “Corporate
      Chart”
means
      a
      document in form reasonably acceptable to the Administrative Agent and setting
      forth, as of a date set forth therein, for each Person that is a Loan Party,
      that is subject to Section 7.10
      or that
      is a Subsidiary of any of them, (a) the full legal name of such Person, (b)
      the
      jurisdiction of organization and any organizational number and tax
      identification number of such Person, (c) the location of such Person’s chief
      executive office (or, if applicable, sole place of business) and (d) the number
      of shares of each class of Stock of such Person (other than Holdings)
      authorized, the number outstanding and the number and percentage of such
      outstanding shares for each such class owned, directly or indirectly, by any
      Loan Party or any Subsidiary of any of them.

     

    “Customary
      Permitted Liens”
means,
      with respect to any Person, any of the following:

     

    (a) Liens
      (i)
      with respect to the payment of taxes, assessments or other governmental charges
      or (ii) of suppliers, carriers, materialmen, warehousemen, workmen or mechanics
      and other similar Liens, in each case imposed by law or arising in the ordinary
      course of business, and, for each of the Liens in clauses
      (i)
      and
(ii)
      above
      for amounts that are not yet due (or, in the case of clause
      (ii),
      are not
      overdue for a period of more than 60 days) or that are being contested in good
      faith by appropriate proceedings diligently conducted and with respect to which
      adequate reserves or other appropriate provisions are maintained on the books
      of
      such Person in accordance with GAAP;

    

      CREDIT
        AGREEMENT

      DUFF
        & PHELPS, LLC

    

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    (b) Liens
      of
      a collection bank on items in the course of collection arising under Section
      4-208 of the UCC as in effect in the State of New York or any similar section
      under any applicable UCC or any similar Requirement of Law of any foreign
      jurisdiction;

     

    (c) pledges
      or cash deposits made in the ordinary course of business (i) in connection
      with workers’ compensation, unemployment insurance or other types of social
      security benefits (other than any Lien imposed by ERISA), (ii) to secure
      the performance of bids, tenders, leases (other than Capital Leases), sales
      or
      other trade contracts (other than for the repayment of borrowed money) or
      (iii) made in lieu of, or to secure the performance of, surety, customs,
      reclamation or performance bonds (in each case not related to judgments or
      litigation);

     

    (d) judgment
      liens (other than for the payment of taxes, assessments or other governmental
      charges) securing judgments and other proceedings not constituting an Event
      of
      Default under Section 9.1(f)
      and
      pledges or cash deposits made in lieu of, or to secure the performance of,
      judgment or appeal bonds in respect of such judgments and
      proceedings;

     

    (e) Liens
      (i)
      arising by reason of zoning restrictions, easements, licenses, reservations,
      restrictions, covenants, rights-of-way, encroachments, minor defects or
      irregularities in title (including leasehold title) and other similar
      encumbrances on the use of real property or (ii) consisting of leases, licenses
      or subleases granted by a lessor, licensor or sublessor on its property (in
      each
      case other than Capital Leases) otherwise permitted under Section 8.4
      that,
      for each of the Liens in clause
      (i)
      above,
      do not, in the aggregate, materially (x) impair the value or marketability
      of
      such real property or (y) interfere with the ordinary conduct of the business
      conducted and proposed to be conducted at such real property;

     

    (f) Liens
      of
      landlords and mortgagees of landlords (i) arising by statute or under any lease
      or related Contractual Obligation entered into in the ordinary course of
      business, (ii) on fixtures and movable tangible property located on the real
      property leased or subleased from such landlord, (iii) for amounts not yet
      due
      or that are being contested in good faith by appropriate proceedings diligently
      conducted and (iv) for which adequate reserves or other appropriate provisions
      are maintained on the books of such Person in accordance with GAAP;

     

    (g) the
      title
      and interest of a lessor or sublessor in and to personal property leased or
      subleased (other than through a Capital Lease), in each case extending only
      to
      such personal property;

     

    (h) Liens
      that are statutory, common law or contractual rights of setoff relating to
      deposit accounts; and

     

    (i) non-exclusive
      licenses and sub-licenses of Intellectual Property in the ordinary course that
      do not materially interfere with the Borrower’s business.

     

    “Default”
means
      any Event of Default and any event that, with the passing of time or the giving
      of notice or both, would become an Event of Default.

     

    “Disclosure
      Documents”
means,
      collectively, (a) all confidential information memoranda and related materials
      prepared in connection with the syndication of the Facilities and (b) all other
      documents filed by any Group Member with the United States Securities and
      Exchange Commission.

    

      CREDIT
        AGREEMENT

      DUFF
        & PHELPS, LLC

    

    
      
        
        

      

      
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    "Disqualified
      Stock"
      has the
      meaning specified in clause (g) of the definition of
      "Indebtedness."

     

    “Dollar
      Equivalent”
means
      the amount in Dollars for any amount denominated in Dollars and the Equivalent
      Amount in Dollars of any amount denominated in any other currency.

     

    “Dollars”
and
      the
      sign “$”
each
      mean the lawful money of the United States of America.

     

    “Domestic
      Person”
means
      any “United
      States person”
under
      and as defined in Section 770l(a)(30) of the Code.

     

    “DPC”
means
      Duff & Phelps Corporation, a Delaware corporation.

     

    “E-Fax”
means
      any system used to receive or transmit faxes electronically.

     

    “Electronic
      Transmission”
means
      each document, instruction, authorization, file, information and any other
      communication transmitted, posted or otherwise made or communicated by e-mail
      or
      E-Fax, or otherwise to or from an E-System or other equivalent
      service.

     

    “Environmental
      Laws”
means
      all applicable Requirements of Law and Permits imposing liability or standards
      of conduct for or relating to the regulation and protection of the environment
      and natural resources, and to the extent relating to hazardous materials, human
      health and safety, including CERCLA, the SWDA, the Hazardous Materials
      Transportation Act (49 U.S.C. §§ 5101 et seq.), the Federal Insecticide,
      Fungicide, and Rodenticide Act (7 U.S.C. §§ 136 et seq.), the Toxic Substances
      Control Act (15 U.S.C. §§ 2601 et seq.), the Clean Air Act (42 U.S.C. §§ 7401 et
      seq.), the Federal Water Pollution Control Act (33 U.S.C. §§ 1251 et seq.), the
      Occupational Safety and Health Act (29 U.S.C. §§ 651 et seq.), the Safe Drinking
      Water Act (42 U.S.C. §§ 300(f) et seq.), all regulations promulgated under
      any of the foregoing, all analogous Requirements of Law and Permits and any
      environmental transfer of ownership notification or approval statutes, including
      the Industrial Site Recovery Act (N.J. Stat. Ann. §§ 13:1K-6 et
      seq.).

     

    “Environmental
      Liabilities”
means
      all Liabilities (including costs of Remedial Actions, natural resource damages
      and costs and expenses of investigation and feasibility studies) imposed on,
      incurred by or asserted against any Group Member as a result of, or related
      to,
      any claim, suit, action, investigation, proceeding or demand by any Person,
      whether based in contract, tort, implied or express warranty, strict liability,
      criminal or civil statute or common law or otherwise, arising under any
      Environmental Law or in connection with any environmental, health or safety
      condition or with any Release and resulting from the ownership, lease, sublease
      or other operation or occupation of property by any Group Member, whether on,
      prior or after the date hereof.

     

    “Equivalent
      Amount”
means
      on any date of determination, with respect to obligations or valuations
      denominated in one currency, (the “first currency”), the amount of another
      currency (the “second currency”) which would result from the conversion of the
      relevant amount of the first currency into the second currency at the rate
      used
      by Administrative Agent’s treasury function on such date or, if such date is not
      a Business Day, on the Business Day immediately preceding such date of
      determination, or at such other rate as may have been agreed in writing between
      the Borrower and the Administrative Agent. 

     

    “ERISA”
means
      the United States Employee Retirement Income Security Act of 1974.

    

      CREDIT
        AGREEMENT

      DUFF
        & PHELPS, LLC

    

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    “ERISA
      Affiliate”
means,
      collectively, any Group Member, and any Person under common control, or treated
      as a single employer, with any Group Member, within the meaning of Section
      414(b), (c), (m) or (o) of the Code.

     

    “ERISA
      Event”
means
      any of the following: (a) a reportable event described in
      Section 4043(c) of ERISA (unless the 30-day notice requirement has been
      duly waived under the applicable regulations) with respect to a Title IV Plan,
      (b) the withdrawal of any ERISA Affiliate from a Title IV Plan subject to
      Section 4063 of ERISA during a plan year in which it was a substantial employer,
      as defined in Section 4001(a)(2) of ERISA, (c) the complete or partial
      withdrawal of any ERISA Affiliate from any Multiemployer Plan, (d) with
      respect to any Multiemployer Plan, the filing of a notice of reorganization,
      insolvency or termination (or treatment of a plan amendment as termination)
      under Section 4041A of ERISA, (e) the filing of a notice of intent to terminate
      a Title IV Plan (or treatment of a plan amendment as termination) under Section
      4041 of ERISA, (f) the institution of proceedings to terminate a Title IV Plan
      or Multiemployer Plan by the PBGC, (g) the failure to make any required
      contribution to any Title IV Plan or Multiemployer Plan when due, (h) the
      imposition of a lien under Section 412 of the Code or Section 302 or 4068 of
      ERISA on any property (or rights to property, whether real or personal) of
      any
      ERISA Affiliate, (i) the failure of a Benefit Plan or any trust thereunder
      intended to qualify for tax exempt status under Section 401 or 501 of the Code
      or other applicable Requirements of Law to qualify thereunder and (j) any other
      event or condition that would reasonably
      be expected to constitute grounds under Section 4042 of ERISA for the
      termination of, or the appointment of a trustee to administer, any Title IV
      Plan
      or Multiemployer Plan or for the imposition of any liability upon any ERISA
      Affiliate under Title IV of ERISA other than for PBGC premiums due but not
      delinquent.

     

    “E-Signature”
means
      the process of attaching to or logically associating with an Electronic
      Transmission an electronic symbol, encryption, digital signature or process
      (including the name or an abbreviation of the name of the party transmitting
      the
      Electronic Transmission) with the intent to sign, authenticate or accept such
      Electronic Transmission.

     

    “E-System”
means
      any electronic system, including Intralinks®
      and any
      other Internet or extranet-based site, whether such electronic system is owned,
      operated or hosted by the Administrative Agent, any of its Related Persons
      or
      any other Person, providing for access to data protected by passcodes or other
      security system.

     

    “Eurodollar
      Reserve Requirements”
means,
      with respect to any Interest Period and for any LIBO Rate Loan, a rate per
      annum
      equal to the aggregate, without duplication, of the maximum rates (expressed
      as
      a decimal number) of reserve requirements in effect 2 Business Days prior to
      the
      first day of such Interest Period (including basic, supplemental, marginal
      and
      emergency reserves) under any regulations of the Federal Reserve Board or other
      Governmental Authority having jurisdiction with respect thereto dealing with
      reserve requirements prescribed for eurocurrency funding (currently referred
      to
      as “eurocurrency liabilities” in Regulation D of the Federal Reserve Board)
      maintained by a member bank of the United States Federal Reserve
      System.

     

    “Event
      of Default”
has
      the
      meaning specified in Section 9.1.

    

      CREDIT
        AGREEMENT

      DUFF
        & PHELPS, LLC

    

    
      
        
        

      

      
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    “Excess
      Cash Flow”
      means,
      for any period, (a) Consolidated Net Income of Holdings for such period, (b)
      minus,
      without
      duplication, (i) any cash principal payment on the Loans during such period
      (but
      only, in the case of payment in respect of Revolving Loans, to the extent that
      the Revolving Credit Commitments are permanently reduced by the amount of such
      payment) other than any mandatory prepayment required pursuant to Section 2.8(a)
      because
      of the existence of Excess Cash Flow, (ii) any scheduled or other mandatory
      cash principal payment made by the Borrower or any of its Subsidiaries during
      such period on any Capitalized Lease Obligation or other Indebtedness (but
      only,
      if such Indebtedness may be reborrowed, to the extent such payment results
      in a
      permanent reduction in commitments thereof), (iii) any Capital Expenditure
      made
      by such Person or any of its Subsidiaries during such period or committed in
      that period to be made in a future period to the extent permitted by this
      Agreement, excluding any such Capital Expenditure to the extent financed through
      the incurrence of Capitalized Lease Obligations or any long-term Indebtedness,
      (iv) any Investments (including expenses related thereto) made by such Person
      or
      any of its Subsidiaries during such period to the extent permitted by this
      Agreement, (v) any Restricted Payments during such period to the extent
      permitted by this Agreement, (vi) the amount of all non-cash credits included
      in
      arriving at such Consolidated Net Income, (vii) any amount of cash spent during
      such period with respect to expenses accrued on Holdings’ balance sheet in
      connection with the Acquisition and the Chanin Acquisition or an acquisition
      permitted hereunder, including, in any event, purchase accounting reserves
      and
      amounts paid to employees in connection with the Acquisition and the Chanin
      Acquisition to the extent not deducted in arriving at Consolidated Net Income,
      (viii) the net amount of any cash generated by any Foreign Subsidiary during
      such period which cash remains in the possession, ownership or control of such
      Foreign Subsidiary to the extent such cash cannot be repatriated without adverse
      tax consequences or is otherwise necessary for the operations of such Foreign
      Subsidiary, (ix) the amount of all net non-cash gains (exclusive of items
      reflected in the Working Capital of Holdings) included in arriving at such
      Consolidated Net Income, (x) gains or losses for such period from Sales of
      assets other than Sales in the ordinary course of business of the Subsidiaries
      of Holdings, (xi) the Consolidated Cash Interest Expense of such Person for
      such
      period, (xii) any cash losses from extraordinary items
      or
      non-recurring losses to the extent not
      deducted in
      arriving at such Consolidated Net Income, (xiii) Taxes paid by (or distributions
      made for Taxes payable in respect of) Holdings and its Subsidiaries during
      such
      period to the extent not deducted in arriving at Consolidated Net Income for
      such period, and including as a deduction under this clause (xiii) any Taxes
      payable by (or in respect of) Holdings and its Subsidiaries in respect of such
      period even if such Taxes are paid in a subsequent period, provided,
      however,
      that
      if a
      reduction is made during any period for Taxes payable in respect of, but not
      paid in, such period, then no deduction shall be made for such Taxes in the
      period which such Taxes are paid, (xiv) payments under section 1.5 of the Chanin
      Purchase Agreement and (xv)
      any
      increase in the Working Capital of Holdings during such period (measured as
      the
      excess of such Working Capital at the end of such period over such Working
      Capital at the beginning of such period, but in any event, for the fiscal year
      ending December 31, 2006, excluding the Working Capital of Chanin) (c)
plus
      without
      duplication, (i) any decrease in the Working Capital of Holdings during such
      period (measured as the excess of such Working Capital at the beginning of
      such
      period over such Working Capital at the end thereof and (ii) non-cash stock
      compensation costs deducted during such period in arriving at Consolidated
      Net
      Income. 

    

      CREDIT
        AGREEMENT

      DUFF
        & PHELPS, LLC

    

    
      
        
        

      

      
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    “Excluded
      Subsidiary”
means
      (A) Chanin Shared Opportunity Fund LLC, (B) Chanin Investment Fund LLC, (C)
      Duff
& Phelps Securities, LLC, (D) any other Domestic Subsidiary that is a broker
      dealer to the extent that the book value of the assets of such Domestic
      Subsidiary as at the last day of the most recently completed fiscal quarter
      constitutes no more than 1.5% individually of the book value of the assets
      of
      DPC and its Subsidiaries on a Consolidated basis, as reflected in the Financial
      Statements for such period delivered by the Borrower to the Administrative
      Agent
      pursuant to Section
      6.1(b)
      or
(c);
      and (E)
      any Subsidiary that is not a Domestic Person and, in each case, in respect
      of
      which any of (a) the pledge of all of the Stock of such Subsidiary as Collateral
      for any Obligation of the Borrower, (b) the grant by such Subsidiary of a
      Lien on any of its property as Collateral for any Obligation of the Borrower
      or
      (c) such Subsidiary incurring Guaranty Obligations with respect to any
      Obligation of Holdings, the Borrower or any Domestic Person would, in the good
      faith judgment of the Borrower, result in adverse tax consequences to the Loan
      Parties and their Subsidiaries, taken as a whole; provided, however, that
      (x)
      the Administrative Agent and the Borrower may agree that, despite the foregoing,
      any such Subsidiary shall not be an “Excluded
      Subsidiary”
and
      (y)
      no such Subsidiary shall be an “Excluded
      Subsidiary”
if,
      with substantially similar tax consequences, such Subsidiary has entered into
      any Guaranty Obligations with respect to, such Subsidiary has granted a security
      interest in any of its property to secure, or more than 65% of the Voting Stock
      of such Subsidiary was pledged to secure, directly or indirectly, any
      Indebtedness (other than the Obligations) of any Loan Party.

     

    “Facilities”
means
      (a) the Term Loan Facility and (b) the Revolving Credit Facility.

     

    “Federal
      Funds Rate”
means,
      for any period, a fluctuating interest rate per annum equal for each day during
      such period to the weighted average of the rates on overnight federal funds
      transactions with members of the Federal Reserve System arranged by federal
      funds brokers, as determined by the Administrative Agent in its sole
      discretion.

     

    “Federal
      Reserve Board”
means
      the Board of Governors of the United States Federal Reserve System and any
      successor thereto.

     

    “Fee
      Letter”
means,
      collectively, the letter agreement, dated as of August 23, 2005, addressed
      to
      the Borrower from the Administrative Agent and accepted by the Borrower, with
      respect to certain fees to be paid from time to time to the Administrative
      Agent
      and its Related Persons, (ii) the New Fee Letter and (iii) the Restatement
      Fee
      Letter.

     

    “Financial
      Statement”
means
      each financial statement delivered pursuant to Section 4.4
      or
6.1.

     

    “Fiscal
      Quarter”
means
      each 3 fiscal month period ending on March 31, June 30, September 30 or December
      31.

     

    “Fiscal
      Year”
means
      the twelve month period ending on December 31.

     

    “Foreign
      Subsidiary”
means
      any Subsidiary that is not a Domestic Person.

     

    “GAAP”
means
      generally accepted accounting principles in the United States of America, as
      in
      effect from time to time, set forth in the opinions and pronouncements of the
      Accounting Principles Board and the American Institute of Certified Public
      Accountants, in the statements and pronouncements of the Financial Accounting
      Standards Board and in such other statements by such other entity as may be
      in
      general use by significant segments of the accounting profession that are
      applicable to the circumstances as of the date of determination. Subject to
      Section 1.3,
      all
      references to “GAAP”
shall
      be to GAAP applied consistently with the principles used in the preparation
      of
      the Financial Statements described in Section 4.4(a).

    

      CREDIT
        AGREEMENT

      DUFF
        & PHELPS, LLC

    

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    “Governmental
      Authority”
means
      any nation, sovereign or government, any state or other political subdivision
      thereof, any agency, authority or instrumentality thereof and any entity or
      authority exercising executive, legislative, taxing, judicial, regulatory or
      administrative functions of or pertaining to government, including any central
      bank, stock exchange, regulatory body, arbitrator, public sector entity,
      supra-national entity (including the European Union and the European Central
      Bank) and any self-regulatory organization (including the National Association
      of Insurance Commissioners).

     

    “Group
      Members”
means,
      collectively Holdings and its Subsidiaries. Solely for the purposes of
Section
      6.1,
      the
      term “Group Members” shall include DPC.

     

    “Group
      Members’ Accountants”
means
      KPMG LLP or other nationally-recognized independent registered certified public
      accountants reasonably acceptable to the Administrative Agent.

     

    “Guarantor”
means
      Holdings, each Wholly Owned Subsidiary of Holdings listed on Schedule 4.3
      that is
      not an Excluded Subsidiary and each other Person that enters into any Guaranty
      Obligation with respect to any Obligation under a Loan Document of any Loan
      Party.

     

    “Guaranty
      and Security Agreement”
means
      a
      guaranty and security agreement, in substantially the form of Exhibit H,
      among
      the Administrative Agent, the Borrower and other Guarantors from time to time
      party thereto.

     

    “Guaranty
      Obligation”
means,
      as applied to any Person, any direct or indirect liability, contingent or
      otherwise, of such Person for any Indebtedness, lease, dividend or other
      obligation (the “primary
      obligation”)
      of
      another Person (the “primary
      obligor”),
      if
      the purpose or intent of such Person in incurring such liability, or the
      economic effect thereof, is to guarantee such primary obligation or provide
      support, assurance or comfort to the holder of such primary obligation or to
      protect or indemnify such holder against loss with respect to such primary
      obligation, including (a) the direct or indirect guaranty, endorsement (other
      than for collection or deposit in the ordinary course of business), co-making,
      discounting with recourse or sale with recourse by such Person of any primary
      obligation and (b) any liability of such Person for a primary obligation through
      any Contractual Obligation (contingent or otherwise) or other arrangement (i)
      to
      purchase, repurchase or otherwise acquire such primary obligation or any
      security therefor or to provide funds for the payment or discharge of such
      primary obligation (whether in the form of a loan, advance, stock purchase,
      capital contribution or otherwise), (ii) to maintain the solvency, working
      capital, equity capital or any balance sheet item, level of income or cash
      flow,
      liquidity or financial condition of any primary obligor, (iii) to make
      take-or-pay or similar payments, if required, regardless of non-performance
      by
      any other party to any Contractual Obligation, (iv) to purchase, sell or lease
      (as lessor or lessee) any property, or to purchase or sell services, primarily
      for the purpose of enabling the primary obligor to satisfy such primary
      obligation or to protect the holder of such primary obligation against loss
      or
      (v) to supply funds to or in any other manner invest in, such primary obligor
      (including to pay for property or services irrespective of whether such property
      is received or such services are rendered); provided,
      however,
      that
“Guaranty
      Obligations”
shall
      not include (x) endorsements for collection or deposit in the ordinary course
      of
      business and (y) product warranties given in the ordinary course of business.
      The outstanding amount of any Guaranty Obligation shall equal the outstanding
      amount of the primary obligation so guaranteed or otherwise supported or, if
      lower, the stated maximum amount for which such Person may be liable under
      such
      Guaranty Obligation.

    

      CREDIT
        AGREEMENT

      DUFF
        & PHELPS, LLC

    

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    “Hazardous
      Material”
means
      any substance, material or waste that is classified, regulated or otherwise
      characterized under any Environmental Law as hazardous, toxic, a contaminant
      or
      a pollutant or by other words of similar meaning or regulatory effect, including
      petroleum or any fraction thereof, asbestos, polychlorinated biphenyls and
      radioactive substances.

     

    “Hedging
      Agreement”
means
      any Interest Rate Contract, foreign exchange, swap, option or forward contract,
      spot, cap, floor or collar transaction, any other derivative instrument and
      any
      other similar speculative transaction and any other similar agreement or
      arrangement designed to alter the risks of any Person arising from fluctuations
      in any underlying variable.

     

    “Incremental
      Amendment”
has
      the
      meaning specified in Section
      2.1(c)(v).

     

    “Incremental
      Availability”
has
      the
      meaning specified in Section
      2.1(c)(ii).

     

    “Incremental
      Facility”
means
      the Incremental Term Loans and the provisions herein related to the Incremental
      Term Loans. 

     

    “Incremental
      Facility Closing Date”
has
      the
      meaning specified in Section
      2.1(c)(v).

     

    “Incremental
      Term Loans”
      has
      the
      meaning specified in Section
      2.1(c)(i).

     

    “Indebtedness”
of
      any
      Person means, without duplication, any of the following, whether or not matured:
      (a) all indebtedness for borrowed money, (b) all obligations evidenced by notes,
      bonds, debentures or similar instruments, (c) all reimbursement and other
      obligations with respect to (i) letters of credit, bank guarantees or bankers’
acceptances or (ii) surety, customs, reclamation or performance bonds (in each
      case not related to judgments or litigation) other than those entered into
      in
      the ordinary course of business, (d) all obligations to pay the deferred
      purchase price of property or services, other than (i) trade payables incurred
      in the ordinary course of business and (ii) special bonuses payable to employees
      in connection with the Acquisition, (e) all obligations created or arising
      under
      any conditional sale or other title retention agreement, regardless of whether
      the rights and remedies of the seller or lender under such agreement in the
      event of default are limited to repossession or sale of such property, (f)
      all
      Capitalized Lease Obligations, (g) all obligations, whether or not contingent,
      to purchase, redeem, retire, defease or otherwise acquire for value any of
      its
      own Stock or Stock Equivalents (or any Stock or Stock Equivalent of a direct
      or
      indirect parent entity thereof) prior to the date that is 180 days after the
      Scheduled Maturity Date, valued at, in the case of redeemable preferred Stock,
      the greater of the voluntary liquidation preference and the involuntary
      liquidation preference of such Stock plus accrued and unpaid dividends
      ("Disqualified
      Stock"),
      (h)
      all net payments that would be required to be made in respect of any Hedging
      Agreement in the event of a termination (including an early termination) on
      the
      date of determination and (i) all Guaranty Obligations for obligations of any
      other Person constituting Indebtedness of such other Person; provided,
      however,
      that
      the items in each of clauses
      (a)
      through
(i)
      above
      shall constitute “Indebtedness”
of
      such
      Person solely to the extent, directly or indirectly, (x) such Person is liable
      for any part of any such item or (y) any such item is secured by a Lien on
      such
      Person’s property.

     

    “Indemnified
      Matter”
has
      the
      meaning specified in Section 11.4.

    

      CREDIT
        AGREEMENT

      DUFF
        & PHELPS, LLC

    

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    “Indemnitee”
has
      the
      meaning specified in Section 11.4.

     

    “Initial
      Term Lender”
means
      a
      Lender that made or holds an Initial Term Loan.

     

    “Initial
      Term Loans”
means
      the $65,000,000 in aggregate principal amount of term loans made hereunder
      on
      the Original Closing Date and on March 31 , 2006.

     

    “Initial
      Term Loan Commitment”
means,
      with respect to each Initial Term Loan Lender, the commitment of such Lender
      to
      make Initial Term Loans to the Borrower, which commitment is in the amount
      set
      forth opposite such Lender’s name on Schedule I
      under
      the caption “Term
      Loan Commitment”,
      as
      amended to reflect Assignments and as such amount may be reduced pursuant to
      this Agreement. The aggregate amount of the Initial Term Loan Commitments on
      the
      Original Closing Date was $65,000,000.

     

    “Initial
      Term Loan Facility”
means
      the Initial Term Loans and the provisions herein related to the Initial Term
      Loans.

     

    “Intellectual
      Property”
means
      all rights, title and interests in or relating to intellectual property arising
      under any Requirement of Law and all IP Ancillary Rights relating thereto,
      including all Copyrights, Patents, Trademarks, Internet Domain Names, Trade
      Secrets, Proprietary Software, and IP Licenses.

     

    “Interest
      Period”
means,
      with respect to any LIBO Rate Loan, the period commencing on the date such
      LIBO
      Rate Loan is made or converted to a LIBO Rate Loan or, if such loan is
      continued, on the last day of the immediately preceding Interest Period therefor
      and, in each case, ending 1, 2, 3, 6 or, if approved by Lenders, 9 or 12, months
      thereafter, as selected by the Borrower pursuant hereto; provided,
      however,
      that
      (a) if any Interest Period would otherwise end on a day that is not a Business
      Day, such Interest Period shall be extended to the next succeeding Business
      Day,
      unless the result of such extension would be to extend such Interest Period
      into
      another such Business Day falls in the next calendar month, in which case such
      Interest Period shall end on the immediately preceding Business Day, (b) any
      Interest Period that begins on the last Business Day of a calendar month (or
      on
      a day for which there is no numerically corresponding day in the calendar month
      at the end of such Interest Period) shall end on the last Business Day of a
      calendar month, (c) the Borrower may not select any Interest Period (i) in
      the
      case of Revolving Loans, ending after the Scheduled Revolving Credit Termination
      Date and (ii) in the case of Term Loans, ending after the Term Loan Maturity
      Date, (d) the Borrower may not select any Interest Period in respect of Loans
      having an aggregate principal amount of less than $1,000,000 and (e) there
      shall
      be outstanding at any one time no more than seven Interest Periods.

     

    “Interest
      Rate Contracts”
means
      all interest rate swap agreements, interest rate cap agreements, interest rate
      collar agreements and interest rate insurance.

     

    “Internet
      Domain Names”
means
      all rights, title and interests (and all related IP Ancillary Rights) arising
      under any Requirement of Law in or relating to Internet domain
      names.

    

      CREDIT
        AGREEMENT

      DUFF
        & PHELPS, LLC

    

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    “Investment”
means,
      with respect to any Person, directly or indirectly, (a) to own, purchase or
      otherwise acquire, in each case whether beneficially or otherwise, any
      investment in, including any interest in, any Security of any other Person
      (other than any evidence of any Obligation), (b) to purchase or otherwise
      acquire, whether in one transaction or in a series of transactions, all or
      a
      significant part of the property of any other Person or a business conducted
      by
      any other Person or all or substantially all of the assets constituting the
      business of a division, branch, brand or other unit operation of any other
      Person, (c) to incur, or to remain liable under, any Guaranty Obligation for
      Indebtedness of any other Person, to assume the Indebtedness of any other Person
      or to make, hold, purchase or otherwise acquire, in each case directly or
      indirectly, any deposit, loan, advance, commitment to lend or advance, or other
      extension of credit (including by deferring or extending the date of, in each
      case outside the ordinary course of business, the payment of the purchase price
      for Sales of property or services to any other Person, to the extent such
      payment obligation constitutes Indebtedness of such other Person), excluding
      deposits with financial institutions available for withdrawal on demand, prepaid
      expenses, accounts receivable and similar items created in the ordinary course
      of business or (d) to make, directly or indirectly, any contribution to the
      capital of any other Person; provided,
      however,
      that
      investments made by a Group Member at the direction of a Group Member employee
      under the Duff & Phelps Deferred Compensation Plan (or any similar deferred
      compensation plan) or a "rabbi trust" formed in connection with such plans
      shall
      not constitute "Investments" for the purposes of this Agreement. 

     

    “IP
      Ancillary Rights”
means,
      with respect to any other Intellectual Property, as applicable, all foreign
      counterparts to, and all divisionals, reversions, continuations,
      continuations-in-part, reissues, reexaminations, renewals and extensions of,
      such Intellectual Property and all income, royalties, proceeds and Liabilities
      at any time due or payable or asserted under or with respect to any of the
      foregoing or otherwise with respect to such Intellectual Property, including
      all
      rights to sue or recover at law or in equity for any past, present or future
      infringement, misappropriation, dilution, violation or other impairment
      thereof.

     

    “IP
      License”
means
      all Contractual Obligations (and all related IP Ancillary Rights), whether
      written or oral, granting any right title and interest in or relating to any
      Intellectual Property.

     

    “IRS”
means
      the Internal Revenue Service of the United States and any successor
      thereto.

     

    “Issue”
means,
      with respect to any Letter of Credit, to issue, extend the expiration date
      of,
      renew (including by failure to object to any automatic renewal on the last
      day
      such objection is permitted), increase the face amount of, such Letter of
      Credit, or to cause any Person to do any of the foregoing. The terms
“Issued”
and
      “Issuance”
have
      correlative meanings.

     

    “Joinder
      Agreement”
means
      a
      joinder agreement, substantially in the form attached to the Guaranty and
      Security Agreement as Annex
      2.

     

    “L/C
      Cash Collateral Account”
means
      any Cash Collateral Account (a) specifically designated as such by the Borrower
      in a notice to the Administrative Agent and (b) from and after the effectiveness
      of such notice, not containing any funds other than those required under the
      Loan Documents to be placed therein.

     

    “L/C
      Issuer”
means
      (a) GE Capital or any of its Affiliates and (b) each Person that hereafter
      becomes an L/C Issuer with the approval of, and pursuant to an agreement with
      and in form and substance reasonably satisfactory to, the Administrative Agent
      and the Borrower, in each case in their capacity as L/C Issuers hereunder and
      together with their successors.

    

      CREDIT
        AGREEMENT

      DUFF
        & PHELPS, LLC

    

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    “L/C
      Obligations”
means,
      for any Letter of Credit at any time, the sum of (a) the
      L/C Reimbursement Obligations at such time for such Letter of Credit and
      (b) the aggregate maximum undrawn face amount of such Letter of Credit
      outstanding at such time.

     

    “L/C
      Reimbursement Agreement”
has
      the
      meaning specified in Section 2.4(a).

     

    “L/C
      Reimbursement Date”
has
      the
      meaning specified in Section 2.4(e).

     

    “L/C
      Reimbursement Obligation”
means,
      for any Letter of Credit, the obligation of the Borrower to the L/C Issuer
      thereof, as and when matured, to pay all amounts drawn under such Letter of
      Credit.

     

    “L/C
      Request”
has
      the
      meaning specified in Section 2.4(b).

     

    “L/C
      Sublimit”
means
      $5,000,000.

     

    “Lender”
means,
      collectively, the Swingline Lender and any other financial institution or other
      Person that (a) is listed on the signature pages hereof as a “Lender”
or
      (b)
      from time to time becomes a party hereto by execution of an Assignment, in
      each
      case together with its successors.

     

    “Letter
      of Credit”
means
      any letter of credit Issued pursuant to Section 2.4.

     

    “Liabilities”
means
      all claims, actions, suits, judgments, damages, losses, liability, obligations,
      responsibilities, fines, penalties, sanctions, costs, fees, taxes, commissions,
      charges, disbursements and expenses, in each case of any kind or nature
      (including interest accrued thereon or as a result thereto and fees, charges
      and
      disbursements of financial, legal and other advisors and consultants), whether
      joint or several, whether or not indirect, contingent, consequential, actual,
      punitive, treble or otherwise.

     

    “LIBO
      Base Rate”
means,
      with respect to any Interest Period for any LIBO Rate Loan, the rate determined
      by the Administrative Agent to be the offered rate for deposits in Dollars
      for
      the applicable Interest Period appearing on the Dow Jones Markets Telerate
      Page
      3750 as of 11:00 a.m. (London time) on the second full Business Day next
      preceding the first day of each Interest Period. In the event that such rate
      does not appear on the Dow Jones Markets Telerate Page 3750 (or otherwise on
      the
      Dow Jones Markets screen) at such time, the “LIBO
      Base Rate”
shall
      be determined by reference to such other comparable publicly available service
      for displaying the offered rate for deposit in Dollars in the London interbank
      market as may be selected by the Administrative Agent and, in the absence of
      availability, such other method to determine such offered rate as may be
      selected by the Administrative Agent in its reasonable discretion consistent
      with general market practice at the time.

     

    “LIBO
      Rate”
means,
      with respect to any Interest Period and for any LIBO Rate Loan, an interest
      rate
      per annum determined as the quotient obtained by dividing (a) the LIBO Base
      Rate
      with respect to such Interest Period for such LIBO Rate Loan by (b) the
      difference between the number one and the Eurodollar Reserve Requirements with
      respect to such Interest Period and for such LIBO Rate Loan.

     

    “LIBO
      Rate Loan”
means
      any Loan that bears interest based on the LIBO Rate.

    

      CREDIT
        AGREEMENT

      DUFF
        & PHELPS, LLC

    

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    “Lien”
means
      any mortgage, deed of trust, pledge, hypothecation, assignment, charge, deposit
      arrangement, encumbrance, easement, lien (statutory or other), security interest
      or other security arrangement and any other preference, priority or preferential
      arrangement of any kind or nature whatsoever, including any conditional sale
      contract or other title retention agreement, the interest of a lessor under
      a
      Capital Lease and any synthetic or other financing lease having substantially
      the same economic effect as any of the foregoing.

     

    “Lift-out
      Acquisition”
means
      the hiring by any Person of five (5) or more professionals within a three month
      period (in one or a series of related transactions); provided,
      however,
      that
      such professionals were employed by the same employer or its Affiliates
      immediately prior to being hired by such Person, so long as no accounts
      receivables accrued prior to the time of consummation of such hiring are
      purchased by or transferred to such Person and no liabilities are assumed by
      such Person, in connection with such hiring.

     

    “Loan”
means
      any loan made or deemed made by any Lender hereunder.

     

    “Loan
      Documents”
means,
      collectively, this Agreement, any Notes, the Guaranty and Security Agreement,
      the Mortgages, the Control Agreements, the Fee Letter, each Subordination
      Agreement, and the L/C Reimbursement Agreements, together with any
      modification of any term, or any waiver with respect to, any of the
      foregoing.

     

    “Loan
      Party”
means
      each Borrower and each Guarantor.

     

    “Lovell”
means,
      collectively, Lovell Minnick Financial Advisory Holdings LLC, an entity that
      is
      majority owned and controlled by Lovell Minnick Equity Partners II LP, together
      with its Affiliates and partners and, in the case of any such Person who is
      an
      individual, the immediate family members of such Person and trusts for the
      benefit of such Person and/or his or her immediate family members.

     

    “Material
      Adverse Effect”
means
      a
      material adverse effect on (a) the financial condition, business,
      operations or property of the Group Members, taken as a whole, (b) the ability
      of any Loan Party to perform its obligations under any Loan Document and (c)
      the
      validity or enforceability of any Loan Document or the material rights and
      remedies of the Administrative Agent, the Lenders and the other Secured Parties
      under any Loan Document.

     

    “Moody’s”
means
      Moody’s Investors Service, Inc.

     

    “Mortgage”
means
      any mortgage, deed of trust or other document executed or required herein to
      be
      executed by any Loan Party and granting a security interest over real property
      in favor of the Administrative Agent as security for the
      Obligations.

     

    “Mortgage
      Supporting Documents”
means,
      with respect to any Mortgage for a parcel of real property, each document
      (including title policies or marked-up unconditional insurance binders (in
      each
      case, together with copies of all documents referred to therein), maps, ALTA
      (or
      TLTA, if applicable) as-built surveys (in form and as to date that is
      sufficiently acceptable to the title insurer issuing title insurance to the
      Administrative Agent for such title insurer to deliver endorsements to such
      title insurance as reasonably requested by the Administrative Agent),
      environmental assessments and reports and evidence regarding recording and
      payment of fees, insurance premium and taxes) that the Administrative Agent
      may
      reasonably request, to create, register, perfect, maintain, evidence the
      existence, substance, form or validity of or enforce a valid lien on such parcel
      of real property in favor of the Administrative Agent for the benefit of the
      Secured Parties, subject only to such Liens as the Administrative Agent may
      approve.

    

      CREDIT
        AGREEMENT

      DUFF
        & PHELPS, LLC

    

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    “Multiemployer
      Plan”
means
      any multiemployer plan, as defined in Section 400l(a)(3) of ERISA, to which
      any ERISA Affiliate incurs or otherwise has any obligation or liability,
      contingent or otherwise.

     

    “Net
      Cash Proceeds”
means
      proceeds received in cash from (a) any Sale of, or Property Loss Event with
      respect to, property, net of (i) the customary out-of-pocket cash costs, fees
      and expenses paid or required to be paid in connection therewith, (ii) taxes
      paid or reasonably estimated to be payable as a result thereof and
      (iii) any amount required to be paid or prepaid on Indebtedness (other than
      the Obligations and Indebtedness owing to any Group Member) secured by the
      property subject thereto or (b) any sale or issuance of Stock or incurrence
      of
      Indebtedness, in each case net of brokers’, advisors’ and investment banking
      fees and other customary out-of-pocket underwriting discounts, commissions
      and
      other customary out-of-pocket cash costs, fees and expenses, in each case
      incurred in connection with such transaction; provided,
      however,
      that
      any such proceeds received by any Subsidiary of Holdings that is not a Wholly
      Owned Subsidiary of Holdings shall constitute “Net
      Cash Proceeds”
only
      to
      the extent of the aggregate direct and indirect beneficial ownership interest
      of
      Holdings therein.

     

    “New
      Fee Letter”
means
      the letter agreement, dated as of October 10, 2006 from the Borrower and
      addressed to and accepted by General Electric Capital Corporation, with respect
      to certain fees to be paid from time to time to General Electric Capital
      Corporation and the Administrative Agent and its Related Persons.

     

    “Non-Funding
      Lender”
has
      the
      meaning specified in Section 2.2(c).

     

    “Non-Material
      Subsidiary”
      means each of the Subsidiaries listed on Schedule
      IV
      hereto
      and any other Subsidiary, in each case, to the extent that: (i) the EBITDA
      of
      such Subsidiary for the the EBITDA of such Subsidiary for the most recently
      completed period of four consecutive Fiscal Quarters (or such lesser period
      as
      such Subsidiary has been a Subsidiary) constitutes no more than (x) 1.5%
      individually, or (y) 3.0% in the aggregate of the EBITDA of DPC and its
      Subsidiaries on a Consolidated basis for the most recently completed period
      of
      four consecutive Fiscal Quarters (or such lesser period as such Subsidiary
      has
      been a Subsidiary); and (ii) the book value of the assets of such Subsidiary
      as
      at the date of any Financial Statement delivered pursuant to Section
      6.1(b)
      or
Section
      6.1(c)
      constitutes no more than (x) 1.5% individually, or (y) 3.0% in the aggregate
      of
      the book value of the assets of DPC and its Subsidiaries on a Consolidated
      basis
      as at the last day of such period, in each case, as reflected in the Financial
      Statements for such period delivered by the Borrower to the Administrative
      Agent
      pursuant to Section
      6.1 (b)
      or
Section
      6.1 (c).
      

     

    “Non-U.S.
      Lender Party”
means
      each of the Administrative Agent, each Lender, each L/C Issuer, each SPV and
      each participant, in each case that is not a Domestic Person.

     

    “Note”
means
      (i) a promissory note of the Borrower, in substantially the form of Exhibit B, payable
      to the order of a Lender in any Facility in a principal amount equal to the
      amount of such Lender’s Commitment under such Facility (or, in the case of the
      Initial Term Loan Facility or Additional Term Loan Facility, the aggregate
      initial principal amount of the Initial Term Loans or Additional Term Loans,
      as
      applicable), and (ii) any amended and restated promissory note of the Borrower,
      in substantially the form of Exhibit
      B-1
      payable
      to the order of a Lender in any Facility in a principal amount equal to the
      Lender’s Commitment under such Facility (or, in the case of the Term Loan
      Facility, the aggregate principal amount of the Term Loans).

    

      CREDIT
        AGREEMENT

      DUFF
        & PHELPS, LLC

    

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    “Notice
      of Borrowing”
has
      the
      meaning specified in Section 2.2(a).

     

    “Notice
      of Conversion or Continuation”
has
      the
      meaning specified in Section 2.10(b).

     

    “Obligations”
means,
      with respect to any Loan Party, all amounts, obligations, liabilities, covenants
      and duties of every type and description owing by such Loan Party to the
      Administrative Agent, any Lender, any L/C Issuer, any other Indemnitee, any
      participant, any SPV or, in the case of any Secured Hedging Agreement, any
      Affiliate of any of them arising out of, under, or in connection with, any
      Loan
      Document or Secured Hedging Agreement, whether direct or indirect (regardless
      of
      whether acquired by assignment), absolute or contingent, due or to become due,
      whether liquidated or not, now existing or hereafter arising and however
      acquired, and whether or not evidenced by any instrument or for the payment
      of
      money, including, without duplication, (a) if such Loan Party is the Borrower,
      all Loans and L/C Obligations, (b) all interest, whether or not accruing after
      the filing of any petition in bankruptcy or after the commencement of any
      insolvency, reorganization or similar proceeding, and whether or not a claim
      for
      post-filing or post-petition interest is allowed in any such proceeding, and
      (c)
      all other fees, expenses (including fees, charges and disbursement of counsel),
      interest, commissions, charges, costs, disbursements, indemnities and
      reimbursement of amounts paid and other sums chargeable to such Loan Party
      under
      any Loan Document or Secured Hedging Agreement (including those payable to
      L/C
      Issuers as described in Section 2.11).
      Obligations shall not include Subordinated Debt.

     

    “OID”
shall
      have the meaning specified in Section
      2.1(c)(iii).
      

     

    “Original
      Closing Date”
means
      September 30, 2005.

     

    “Original
      Credit Agreement”
has
      the
      meaning set forth in the recitals hereto.

     

    “Other
      Taxes”
has
      the
      meaning specified in Section 2.17(c).

     

    “Patents”
means
      all rights, title and interests (and all related IP Ancillary Rights) arising
      under any Requirement of Law in or relating to letters patent and applications
      therefor.

     

    “PBGC”
means
      the United States Pension Benefit Guaranty Corporation and any successor
      thereto.

     

    “Permit”
means,
      with respect to any Person, any permit, approval, authorization, license,
      registration, certificate, concession, grant, franchise, variance or permission
      from, and any other Contractual Obligations with, any Governmental Authority,
      in
      each case whether or not having the force of law and applicable to or binding
      upon such Person or any of its property or to which such Person or any of its
      property is subject.

    

      CREDIT
        AGREEMENT

      DUFF
        & PHELPS, LLC

    

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    “Permitted
      Acquisition”
means
      (1) the Chanin Acquisition, (2) the acquisitions listed on Schedule
      V
      hereto
      and (3) any other Proposed Acquisition (other than the Acquisition and any
      Lift-out Acquisition) satisfying each of the following conditions: (a) the
      aggregate amounts payable in connection with, and other consideration for (in
      each case, including all transaction costs and all Indebtedness, liabilities
      and
      Guaranty Obligations incurred or assumed in connection therewith or otherwise
      reflected in a Consolidated balance sheet of Holdings and the Proposed
      Acquisition Target), such Proposed Acquisition and all other Permitted
      Acquisitions (other than the Chanin Acquisition and the acquisitions listed
      on
Schedule
      V
      hereto)
      consummated shall not exceed $30,000,000 in any Fiscal Year and $75,000,000
      after the Restatement Effective Date, provided, that amounts expended in respect
      of the Chanin Acquisition shall not be included in any of the foregoing
      calculations, (b) the Administrative Agent shall have received reasonable
      advance notice of such Proposed Acquisition including a reasonably detailed
      description thereof at least 10 days prior to the consummation of such Proposed
      Acquisition (or such later date as may be agreed by the Administrative Agent)
      and on or prior to the date 10 days prior to consummation of such Proposed
      Acquisition (or such later date as may be agreed by the Administrative Agent),
      the Administrative Agent shall have received copies of the acquisition agreement
      and related material Contractual Obligations and other material documents
      (including financial information and analysis, opinions, certificates and lien
      searches) and information reasonably requested by the Administrative Agent,
      (c)
      as of the date of consummation of any transaction as part of such Proposed
      Acquisition and after giving effect to all transactions to occur on such date
      as
      part of such Proposed Acquisition, all conditions set forth in clauses
      (i)
      and
(ii)
      of
Section 3.2(b)
      shall be
      satisfied or duly waived, (d) after giving effect to such Permitted Acquisition,
      Holdings shall be in compliance with the financial covenants set forth in
Article V
      on a Pro
      Forma Basis as of the last day of the last Fiscal Quarter for which Financial
      Statements have been delivered hereunder, the Consolidated Senior Leverage
      Ratio
      on a Pro Forma Basis shall be no more than 2.75 to 1.00, (e) the Proposed
      Acquisition Target shall be in a substantially similar or ancillary line of
      business as that of the Subsidiaries of Holdings, (f) such Proposed Acquisition
      shall not have been preceded by an unsolicited tender offer for such Stock
      by,
      or proxy contest initiated by, Holdings or any Subsidiary, and (g) Holdings
      and
      its Subsidiaries shall have received all material governmental approvals and
      material third-party consents required to consummate the Proposed
      Acquisition.

     

    “Permitted
      Indebtedness”
means
      any Indebtedness of any Group Member that is not prohibited by Section 8.1
      or any
      other provision of any Loan Document.

     

    “Permitted
      Investment”
means
      any Investment of any Group Member that is not prohibited by Section 8.3
      or any
      other provision of any Loan Document.

     

    “Permitted
      Investors”
means,
      collectively Lovell and Vestar.

     

    “Permitted
      Lien”
means
      any Lien on or with respect to the property of any Group Member that is not
      prohibited by Section 8.2
      or any
      other provision of any Loan Document.

     

    “Permitted
      Refinancing”
means
      Indebtedness constituting a refinancing or extension of Permitted Indebtedness
      that (a) has an aggregate outstanding principal amount not greater than the
      aggregate principal amount of such Permitted Indebtedness outstanding at the
      time of such refinancing or extension, (b) has a weighted average maturity
      (measured as of the date of such refinancing or extension) and maturity no
      shorter than that of such Permitted Indebtedness, (c) is not entered into as
      part of a Sale and Leaseback transaction, (d) is not secured by any property
      or
      any Lien other than those securing, or permitted to secure, such Permitted
      Indebtedness, (e) if subordinated to the Obligations, is subordinated to the
      Obligations on substantially the same terms (or more favorable terms as
      determined by the Administrative Agent) as such Permitted Indebtedness is
      subordinated to the Obligations and (f) the original obligors in respect of
      such
      Indebtedness remain the only obligors thereon; provided,
      however,
      that,
      notwithstanding the foregoing, (x) the terms of such Permitted Indebtedness
      may
      be modified as part of such Permitted Refinancing if such modification would
      have been permitted pursuant to Section 8.11
      and (y)
      no Guaranty Obligation for such Indebtedness shall constitute part of such
      Permitted Refinancing unless similar Guaranty Obligations with respect to such
      Permitted Indebtedness existed and constituted (or were permitted to exist
      and
      would constitute) Permitted Indebtedness prior to such refinancing or
      extension.

    

      CREDIT
        AGREEMENT

      DUFF
        & PHELPS, LLC

    

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    “Permitted
      Reinvestment”
means,
      with respect to the Net Cash Proceeds of any Sale or Property Loss Event, to
      acquire (or make Capital Expenditures to finance the acquisition, repair,
      improvement or construction of), to the extent otherwise permitted hereunder,
      property useful in the business of the Subsidiaries of Holdings or Stock of
      a
      Person engaged in the same or a similar business (including through a Permitted
      Acquisition) or, if such Property Loss Event involves loss or damage to
      property, to repair such loss or damage.

     

    “Person”
means
      any individual, partnership, corporation (including a business trust and a
      public benefit corporation), joint stock company, estate, association, firm,
      enterprise, trust, limited liability company, unincorporated association, joint
      venture and any other entity or Governmental Authority.

     

    “Pro
      Forma Basis”
means,
      with respect to any determination for any period and any Pro Forma Transaction,
      that such determination shall be made by giving pro forma
      effect
      to each such Pro Forma Transaction, as if each such Pro Forma Transaction had
      been consummated on the first day of such period, based on historical results
      accounted for in accordance with GAAP and, to the extent applicable, reasonable
      assumptions that are specified in detail in the relevant Compliance Certificate,
      Financial Statement or other document provided to the Administrative Agent
      or
      any Lender in connection herewith in accordance with Regulation S-X of the
      Securities Act of 1933 (whether or not such regulation is applicable) or
      otherwise reasonably acceptable to the Administrative Agent.

     

    “Pro
      Forma Transaction”
means
      any transaction consummated as part of the Acquisition, or any Permitted
      Acquisition, together with each other transaction relating thereto and
      consummated in connection therewith, including any incurrence or repayment
      of
      Indebtedness.

     

    “Projections”
means,
      collectively, any document delivered pursuant to Section 6.1(f).

     

    “Property
      Loss Event”
means,
      with respect to any property, any loss of or damage to such property or any
      taking of such property or condemnation thereof.

     

    “Proposed
      Acquisition”
means
      (a) any
      proposed acquisition that is consensual and approved by the board of directors
      of such Proposed Acquisition Target, of all or substantially all of the assets
      or Stock of any Proposed Acquisition Target by a
      Group
      Member
      (other
      than Holdings) or (b) any proposed merger of any Proposed Acquisition Target
      with or into a Group Member (and, in the case of a merger with (x) the Borrower,
      with the Borrower being the surviving corporation or (y) a Proposed Acquisition
      Target that is not a Domestic Person and a Domestic Subsidiary, with the
      Domestic Subsidiary being the surviving corporation);
      provided,
      however,
      that if
      a Loan Party is acquiring all or substantially all of the assets or Stock of
      a
      Person which is not a Domestic Person, such transaction must be consummated
      in
      compliance with the proviso contained in Section
      8.3(e).

    

      CREDIT
        AGREEMENT

      DUFF
        & PHELPS, LLC

    

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    


    “Proposed
      Acquisition Target”
means
      any Person or any brand, line of business, division, branch, operating division
      or other unit operation, of any Person.

     

    “Proprietary
      Software”
means
      all computer programs created by or on behalf of a Loan Party and owned by
      a
      Loan Party including (a) source code and object code versions, (b) all data,
      databases, and compilations of data, whether machine readable or otherwise,
      and
      (c) all documentation, training materials and configurations related to any
      of
      the foregoing.

     

    “Pro
      Rata Outstandings”,
      of any
      Lender at any time, means (a) in the case of the Term Loan Facility, the
      outstanding principal amount of the Term Loans owing to such Lender and
      (b) in the case of the Revolving Credit Facility, the sum of (i) the
      outstanding principal amount of Revolving Loans owing to such Lender and (ii)
      the amount of the participation of such Lender in the L/C Obligations
      outstanding with respect to all Letters of Credit.

     

    “Pro
      Rata Share”
means,
      with respect to any Lender and any Facility or Facilities at any time, the
      percentage obtained by dividing (a) the sum of the Commitments (or, if such
      Commitments in any such Facility are terminated, the Pro Rata Outstandings
      therein) of such Lender then in effect under such Facilities by (b) the sum
      of
      the Commitments (or, if such Commitments in any such Facility are terminated,
      the Pro Rata Outstandings therein) of all Lenders then in effect under such
      Facilities; provided,
      however,
      that,
      if there are no Commitments and no Pro Rata Outstandings in any of such
      Facilities, such Lender’s Pro Rata Share in such Facilities shall be determined
      based on the Pro Rata Share in such Facilities most recently in effect, after
      giving effect to any subsequent assignment and any subsequent non-pro rata
      payments of any Lender pursuant to Section 2.18.
      For the
      purposes of Section
      2.1(c)(iv),
      Pro
      Rata Share for any Term Loan Lender means a percentage of the proposed
      Incremental Term Loans equal to a percentage thereof equal to a fraction, the
      numerator of which is the principal amount of the Term Loans held by such Term
      Loan Lender at the time the notice of the Incremental Term Loans is issued
      by
      the Borrower and the denominator is the aggregate outstanding amount of the
      Term
      Loans at such time.

     

    “Purchase
      Agreements”
      collectively, means the Acquisition Agreement and the Chanin Purchase
      Agreement.

     

    “Register”
has
      the
      meaning specified in Section 2.14(b).

     

    “Registered
      Offering"
      means a
      public offering of Class A Common Stock registered pursuant to the Securities
      Act of 1933, as amended.

     

    “Reinvestment
      Prepayment Amount”
means,
      with respect to any Net Cash Proceeds on the Reinvestment Prepayment Date
      therefor, the amount of such Net Cash Proceeds less
      any
      amount paid or required to be paid by any Group Member to make Permitted
      Reinvestments with such Net Cash Proceeds pursuant to a Contractual Obligation
      entered into prior to such Reinvestment Prepayment Date with any Person that
      is
      not an Affiliate of the Borrower.

     

    “Reinvestment
      Prepayment Date”
means,
      with respect to any portion of any Net Cash Proceeds of any Sale or Property
      Loss Event, the earliest of (a) the 270th
      day
      after the completion of the portion of such Sale or Property Loss Event
      corresponding to such Net Cash Proceeds, (b) the date that is 5 Business Days
      after the date on which the Borrower shall have notified the Administrative
      Agent of the Borrower’s determination not to make Permitted Reinvestments with
      such Net Cash Proceeds, (c) the occurrence of any Event of Default set forth
      in
Section 9.1(e)(ii)
      and (d)
      5 Business Days after the delivery of a notice by the Administrative Agent
      or
      the Required Lenders to the Borrower during the continuance of any other Event
      of Default.


    CREDIT
      AGREEMENT

    DUFF
      & PHELPS, LLC

    
      
        
        

      

      
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    “Related
      Person”
means,
      with respect to any Person, each Affiliate of such Person and each director,
      officer, employee, agent, trustee, representative, attorney, accountant and
      each
      insurance, environmental, legal, financial and other advisor (including those
      retained in connection with the satisfaction or attempted satisfaction of any
      condition set forth in Article III)
      and
      other consultants and agents of or to such Person or any of its Affiliates,
      together with, if such Person is the Administrative Agent, each other Person
      or
      individual designated, nominated or otherwise mandated by or helping the
      Administrative Agent pursuant to and in accordance with Section 10.4
      or any
      comparable provision of any Loan Document.

     

    “Release”
means
      any release, threatened release, spill, emission, leaking, pumping, pouring,
      emitting, emptying, escape, injection, deposit, disposal, discharge, dispersal,
      dumping, leaching or migration of Hazardous Material into or through the
      environment.

     

    “Remedial
      Action”
means
      all actions required to (a) clean up, remove, treat or in any other way
      remediate any Hazardous Material in the indoor or outdoor environment, (b)
      prevent or minimize any Release so that a Hazardous Material does not migrate
      or
      endanger or threaten to endanger public health or welfare or the indoor or
      outdoor environment or (c) perform pre-remedial studies and investigations
      and
      post-remedial monitoring and care with respect to any Hazardous
      Material.

     

    “Required
      Lenders”
means,
      at any time, Lenders having at such time in excess of 50% of the sum of the
      aggregate Revolving Credit Commitments (or, if such Commitments are terminated,
      the sum of the amounts of the participations in Swing Loans, the principal
      amount of unparticipated portions of the Swing Loans and the Pro Rata
      Outstandings in the Revolving Credit Facility) and Term Loan Commitments (or,
      if
      such Commitments are terminated, the Pro Rata Outstandings in the Term Loan
      Facility) then in effect, ignoring, in such calculation, the amounts held by
      any
      Non-Funding Lender.

     

    “Required
      Revolving Credit Lenders”
means,
      at any time, Lenders having at such time in excess of 50% of the aggregate
      Revolving Credit Commitments (or, if such Commitments are terminated, the sum
      of
      the amounts of the participations in Swing Loans, the principal amount of the
      unparticipated portions of the Swing Loans and the Pro Rata Outstandings in
      the
      Revolving Credit Facility) then in effect, ignoring, in such calculation, the
      amounts held by any Non-Funding Lender.

     

    “Required
      Term Loan Lenders”
means,
      at any time, Lenders having at such time in excess of 50% of the aggregate
      Term
      Loan Commitments (or, if such Commitments are terminated, the Pro Rata
      Outstandings in the Term Loan Facility) then in effect, ignoring, in such
      calculation, the Commitments and Pro Rata Outstandings of any Non-Funding
      Lender.

     

    “Requirements
      of Law”
means,
      with respect to any Person, collectively, the common law and all federal, state,
      local or foreign laws, statutes, codes, treaties, standards, rules and
      regulations, guidelines, ordinances, orders, judgments, writs, injunctions,
      decrees (including administrative or judicial precedents or authorities) and
      the
      interpretation or administration thereof by, and other determinations,
      directives, requirements, any Governmental Authority, in each case that are
      applicable to or binding upon such Person or any of its property or to which
      such Person or any of its property is subject.


    CREDIT
      AGREEMENT

    DUFF
      & PHELPS, LLC

    
      
        
        

      

      
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    “Responsible
      Officer”
means,
      with respect to any Person, any of the president, chief executive officer,
      treasurer, assistant treasurer, controller, managing member or general partner
      of such Person but, in any event, with respect to financial matters, any such
      officer that is responsible for preparing the Financial Statements delivered
      hereunder and, with respect to the Corporate Chart and other documents delivered
      pursuant to Section 6.1(e),
      documents delivered on the Original Closing Date or the Restatement Effective
      Date and documents delivered pursuant to Section 7.10,
      the
      secretary or assistant secretary of such Person or any other officer responsible
      for maintaining the corporate and similar records of such Person.

     

    “Restatement
      Effective Date”
has
      the
      meaning specified in Section
      3.1.

     

    “Restatement
      Fee Letter”
means
      the letter agreement, dated as of July 30, 2008 from the Borrowers and addressed
      to and accepted by General Electric Capital Corporation, with respect to certain
      fees to be paid from time to time to General Electric Capital Corporation and
      the Administrative Agent and its Related Persons.

     

    “Restricted
      Payment”
means
      (a) any dividend, return of capital, distribution or any other payment, whether
      direct or indirect and whether in cash, Securities or other property, on account
      of any Stock or Stock Equivalent of the Borrower or any of its Subsidiaries,
      in
      each case now or hereafter outstanding, and (b) any redemption, retirement,
      termination, defeasance, cancellation, purchase or other acquisition for value,
      whether direct or indirect, of any Stock or Stock Equivalent of any Group
      Member,
      now or
      hereafter outstanding, and any payment or other transfer setting aside funds
      for
      any such redemption, retirement, termination, cancellation, purchase or other
      acquisition, whether directly or indirectly and whether to a sinking fund,
      a
      similar fund or otherwise.

     

    “Revolving
      Credit Commitment”
means,
      with respect to each Revolving Credit Lender, the commitment of such Lender
      to
      make Revolving Loans and acquire interests in other Revolving Credit
      Outstandings, which commitment, as of the Original Closing Date, is in the
      amount set forth opposite such Lender’s name on Schedule I
      under
      the caption “Revolving
      Credit Commitment”,
      as
      amended to reflect Assignments and as such amount may be reduced pursuant to
      this Agreement. The aggregate amount of the Revolving Credit Commitments on
      the
      date hereof equals $20,000,000.

     

    “Revolving
      Credit Facility”
means
      the Revolving Credit Commitments and the provisions herein related to the
      Revolving Loans, Swing Loans and Letters of Credit.

     

    “Revolving
      Credit Lender”
means
      each Lender that has a Revolving Credit Commitment, holds a Revolving Loan
      or
      participates in any Swing Loan or Letter of Credit.

     

    “Revolving
      Credit Outstandings”
means,
      at any time, the sum of, in each case to the extent outstanding at such time,
      (a) the aggregate principal amount of the Revolving Loans and Swing Loans and
      (b) the L/C Obligations for all Letters of Credit.

     

    “Revolving
      Credit Termination Date”
shall
      mean the earliest of (a) the Scheduled Revolving Credit Termination Date, (b)
      the date of termination of the Revolving Credit Commitments pursuant to
Section 2.5
      or
9.2 and
      (c)
      the date on which the Obligations become due and payable pursuant to
Section 9.2.

    

      CREDIT
        AGREEMENT

      DUFF
        & PHELPS, LLC

    

    
      
        
          
          

        

        
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    “Revolving
      Loan”
has
      the
      meaning specified in Section 2.1.

     

    “S&P”
means
      Standard & Poor’s Rating Services.

     

    “Sale”
means,
      with respect to any property, the sale, conveyance, transfer, assignment,
      licensing, leasing or other disposal of, any interest therein or to permit
      any
      Person to acquire any such interest, including, in each case, through a Sale
      and
      Leaseback Transaction or through a sale, factoring at maturity, or other
      disposal, with or without recourse, of any notes or accounts receivable. The
      verb “Sell”
and
      conjugated forms thereof have correlative meanings.

     

    “Sale
      and Leaseback Transaction”
means,
      with respect to any Person (the “obligor”),
      any
      Contractual Obligation or other arrangement with any other Person (the
“counterparty”)
      consisting of a lease by such obligor of any property that, directly or
      indirectly, has been or is to be Sold by the obligor to such counterparty or
      to
      any other Person to whom funds have been advanced by such counterparty based
      on
      a Lien on, or an assignment of, such property or any obligations of such obligor
      under such lease.

     

    “Scheduled
      Maturity Date”
means
      the later of the Scheduled Revolving Credit Termination Date and the Term Loan
      Maturity Date.

     

    “Scheduled
      Revolving Credit Termination Date”
means
      October 1, 2011.

     

    “Secured
      Hedging Agreements”
means
      any Hedging Agreement that (a) is entered into by the Borrower and any Person
      that, at the time such Person entered into such Hedging Agreement, was the
      Administrative Agent, a Lender or an Affiliate of a Lender, (b) in the case
      of
      any Person that is not the Administrative Agent or an Affiliate of the
      Administrative Agent, is expressly identified as being a “Secured Hedging
      Agreement” hereunder in a joint notice from such Loan Party and such Person
      delivered to the Administrative Agent reasonably promptly after the execution
      of
      such Hedging Agreement and (c) meets the requirements of Section 8.1(f).

     

    “Secured
      Parties”
means
      the Lenders, the L/C Issuers, the Administrative Agent, each other Indemnitee
      and any other holder of any Obligation of any Loan Party.

     

    “Security”
means
      all Stock, Stock Equivalents, voting trust certificates, bonds, debentures,
      instruments and other evidence of Indebtedness, whether or not secured,
      convertible or subordinated, all certificates of interest, share or
      participation in, all certificates for the acquisition of, and all warrants,
      options and other rights to acquire, any Security.

     

    “Solvent”
means,
      with respect to any Person as of any date of determination, that, as of such
      date, (a) the value of the assets of such Person (both at fair value and present
      fair saleable value) is greater than the total amount of liabilities (including
      contingent and unliquidated liabilities) of such Person, (b) such Person is
      able
      to pay all liabilities of such Person as such liabilities mature and (c) such
      Person does not have unreasonably small capital. In computing the amount of
      contingent or unliquidated liabilities at any time, such liabilities shall
      be
      computed at the amount that, in light of all the facts and circumstances
      existing at such time, represents the amount that can reasonably be expected
      to
      become an actual or matured liability.


    CREDIT
      AGREEMENT

    DUFF
      & PHELPS, LLC

    
      
        
        

      

      
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    “SPV”
means
      any special purpose funding vehicle identified as such in a writing by any
      Lender to the Administrative Agent.

     

    “Standard
      Time”
shall
      mean eastern standard time or eastern daylight savings time, as applicable
      on
      the relevant date.

     

    “Stock”
means
      all shares of capital stock (whether denominated as units, common stock or
      preferred stock), partnership or membership interests, or other ownership or
      profit interests (regardless of how designated) of or in a Person (other than
      an
      individual), whether voting or non-voting.

     

    “Stock
      Equivalents”
means
      all securities convertible into or exchangeable for Stock or any other Stock
      Equivalent and all warrants, options or other rights to purchase, subscribe
      for
      or otherwise acquire any Stock or any other Stock Equivalent, whether or not
      presently convertible, exchangeable or exercisable.

     

    “Subordinated
      Debt”
means
      any Indebtedness that is subordinated to the payment in full of the Obligations
      on terms and conditions reasonably satisfactory to the Administrative
      Agent.

     

    “Subordination
      Agreement”
means
      each agreement or document that subordinates any Indebtedness to the Obligations
      (limited in the case of any indenture, note or other document governing or
      evidencing such Indebtedness, to the subordination provisions
      thereof).

     

    “Subsidiary”
means,
      with respect to any Person, any corporation, partnership, joint venture, limited
      liability company, association or other entity, the management of which is,
      directly or indirectly, controlled by, or of which an aggregate of more than
      50%
      of the outstanding Voting Stock is, at the time, owned or controlled directly
      or
      indirectly by, such Person or one or more Subsidiaries of such
      Person.

     

    “Substitute
      Lender”
has
      the
      meaning specified in Section 2.18(a).

     

    “SWDA”
means
      the Solid Waste Disposal Act (42 U.S.C. §§ 6901 et seq.).

     

    “Swingline
      Commitment”
means
      $5,000,000.

     

    “Swingline
      Lender”
means,
      each in its capacity as Swingline Lender hereunder, GE Capital or, upon the
      resignation of GE Capital as Administrative Agent hereunder, any Lender (or
      Affiliate or Approved Fund of any Lender) that agrees, with the approval of
      the
      Administrative Agent (or, if there is no such successor Administrative Agent,
      the Required Lenders) and the Borrower, to act as the Swingline Lender
      hereunder.

     

    “Swingline
      Request”
has
      the
      meaning specified in Section 2.3(b).

     

    “Swing
      Loan”
has
      the
      meaning specified in Section 2.3(a).

     

    “Tax
      Receivable Agreement”,
      means
      the tax receivable agreement, dated as of October 3, 2007, by and among DPC,
      Holdings, and each of the members party thereto (as in effect on the date
      hereof), as such agreement may be amended from time to time with the prior
      written consent of the Administrative Agent.


    CREDIT
      AGREEMENT

    DUFF
      & PHELPS, LLC

    
      
        
        

      

      
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    “Tax
      Return”
has
      the
      meaning specified in Section 4.8.

     

    “Taxes”
has
      the
      meaning specified in Section 2.17(a).

     

    “Term
      Loan”
has
      the
      meaning ascribed to that term in Section
      2.1(b).

     

    “Term
      Loan Availability Period”
means
      the period from and including the Original Closing Date, to and including March
      31, 2006.

     

    “Term
      Loan Commitment”
means
      and includes each of the Initial Term Loan Commitment and the Additional Term
      Loan Commitment.

     

    “Term
      Loan Facility”
means
      and includes the Initial Term Loan Facility and the Additional Term Loan
      Facility.

     

    “Term
      Loan Lender”
means
      and includes each Initial Term Loan Lender and each Additional Term Loan
      Lender.

     

    “Term
      Loan Maturity Date”
means
      October 1, 2012.

     

    “Title
      IV Plan”
means
      a
      pension plan subject to Title IV of ERISA, other than a Multiemployer Plan,
      to
      which any ERISA Affiliate incurs or otherwise has any obligation or liability,
      contingent or otherwise.

     

    “Trademarks”
means
      all rights, title and interests (and all related IP Ancillary Rights) arising
      under any Requirement of Law in or relating to trademarks, trade names,
      corporate names, company names, business names, fictitious business names,
      trade
      styles, service marks, logos and other source or business identifiers and,
      in
      each case, all goodwill associated therewith, all registrations and recordations
      thereof and all applications in connection therewith.

     

    “Trade
      Secrets”
means
      all right, title and interest (and all related IP Ancillary Rights) arising
      under any Requirement of Law in or relating to trade secrets.

     

    “UCC”
means
      the Uniform Commercial Code of any applicable jurisdiction and, if the
      applicable jurisdiction shall not have any Uniform Commercial Code, the Uniform
      Commercial Code as in effect in the State of New York.

     

    “United
      States”
means
      the United States of America.

     

    “Unitholder”
means
      a
      holder of economic interests in any Units.

     

    “Units”
means
      units of limited liability company interests of Holdings.

     

    “Unused
      Revolving Credit Commitment Fee”
has
      the
      meaning specified in Section 2.11(a)(i).

     

    “Unused
      Term Loan Commitment Fee”
has
      the
      meaning specified in Section 2.11(a)(ii).


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      AGREEMENT

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      & PHELPS, LLC

    
      
        
        

      

      
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    “U.S.
      Lender Party”
means
      each of the Administrative Agent, each Lender, each L/C Issuer, each SPV
      and each participant, in each case that is a Domestic Person.

     

    “Vestar”
means,
      collectively, Vestar Capital Partners IV, L.P. together with its Affiliates
      and
      partners and, in the case of any such Person who is an individual, the immediate
      family members of such Person and trusts for the benefit of such Person and/or
      his or her immediate family members.

     

    “Voting
      Stock”
means
      Stock of any Person having ordinary power to vote in the election of members
      of
      the board of directors, managers, trustees or other controlling Persons, of
      such
      Person (irrespective of whether, at the time, Stock of any other class or
      classes of such entity shall have or might have voting power by reason of the
      occurrence of any contingency).

     

    “Wholly
      Owned Subsidiary”
of
      any
      Person means any Subsidiary of such Person, all of the Stock of which (other
      than nominal holdings and director’s qualifying shares) is owned by such Person,
      either directly or through one or more Wholly Owned Subsidiaries of such
      Person.

     

    “Withdrawal
      Liability”
means,
      at any time, any liability incurred by any ERISA Affiliate and not yet satisfied
      or paid in full at such time with respect to any Multiemployer Plan pursuant
      to
      Section 4201 of ERISA.

     

    “Working
      Capital”
means,
      for any Person at any date, its Consolidated Current Assets at such date
minus
      its
      Consolidated Current Liabilities at such date.

     

    Section 1.2 UCC
      Terms.
      The
      following terms have the meanings given to them in the applicable UCC:
“commodity
      account”,
      “commodity
      contract”,
      “commodity
      intermediary”,
      “deposit
      account”,
      “entitlement
      holder”,
      “entitlement
      order”,
      “equipment”,
      “financial
      asset”,
      “general
      intangible”,
      “goods”,
      “instruments”,
      “inventory”,
      “securities
      account”,
      “securities
      intermediary”
and
      “security
      entitlement”.

    


    Section 1.3 Accounting
      Terms and Principles.
      (a)
      GAAP.
      All
      accounting determinations required to be made pursuant hereto shall, unless
      expressly otherwise provided herein, be made in accordance with
      GAAP.
      No
      change in the accounting principles used in the preparation of any Financial
      Statement hereafter adopted by Holdings shall be given effect (for the purposes
      of compliance with Article
      V or VIII or Section 2.8(a))
      if such
      change would affect a calculation that measures compliance with any provision
      of
Article V
      or
VIII
      or
Section
      2.8(a)
      unless
      the Borrower, the Administrative Agent and the Required Lenders agree to modify
      such provisions to reflect such changes in GAAP.
      Until
      the Borrower, the Administrative Agent and the Required Lenders agree to
      modify
      such
      provisions to
      reflect such changes in GAAP,
      any
      Compliance Certificate or similar document provided hereunder which sets forth
      a
      calculation of a covenant which has been affected by such change in GAAP shall
      be provided together with a reconciliation between the calculation before and
      after giving effect to such change in GAAP.

    


    (b) Pro
      Forma.
      All
      components of financial calculations made to determine compliance with
Articles V
      and VIII
      and Section
      2.8(a) shall
      be
      adjusted on a Pro Forma Basis to include or exclude, as the case may be, without
      duplication, such components of such calculations attributable to any Pro Forma
      Transaction consummated after the first day of the applicable period of
      determination and prior to the end of such period, as determined in good faith
      by the Borrower based on assumptions expressed therein and that were reasonable
      based on the information available to the Borrower at the time of preparation
      of
      the Compliance Certificate setting forth such calculations.

    

      CREDIT
        AGREEMENT

      DUFF
        & PHELPS, LLC

        
          
            
            

          

          
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    Section 1.4 Intentionally
      Omitted.

    


    Section 1.5 Interpretation.
      (a)
      Certain
      Terms.
      Except
      as set forth in any Loan Document, all accounting terms not specifically defined
      herein shall be construed in accordance with GAAP (except for the term
“property”,
      which
      shall be interpreted as broadly as possible, including, in any case, cash,
      Securities, other assets, rights under Contractual Obligations and Permits
      and
      any right or interest in any property). The terms “herein”,
      “hereof”
and
      similar terms refer to this Agreement as a whole. In the computation of periods
      of time from a specified date to a later specified date in any Loan Document,
      the terms “from”
means
      “from and including” and the words “to”
and
      “until”
each
      mean “to but excluding” and the word “through”
means
      “to and including.” In any other case, the term “including”
when
      used in any Loan Document means “including without limitation.” The term
“documents”
means
      all writings, however evidenced and whether in physical or electronic form,
      including all documents, instruments, agreements, notices, demands,
      certificates, forms, financial statements, opinions and reports. The term
“incur”
means
      incur, create, make, issue, assume or otherwise become directly or indirectly
      liable in respect of or responsible for, in each case whether directly or
      indirectly, and the terms “incurrence” and “incurred” and similar derivatives
      shall have correlative meanings.

    


    (b) Certain
      References.
      Unless
      otherwise expressly indicated, references (i) in this Agreement to an
      Exhibit, Schedule, Article, Section or clause refer to the appropriate Exhibit
      or Schedule to, or Article, Section or clause in, this Agreement and (ii) in
      any
      Loan Document, to (A) any agreement shall include, without limitation, all
      exhibits, schedules, appendixes and annexes to such agreement and, unless the
      prior consent of any Secured Party required therefor is not obtained, any
      modification to any term of such agreement, (B) any statute shall be to such
      statute as modified from time to time and to any successor legislation thereto,
      in each case as in effect at the time any such reference is operative and
      (C) any time of day shall be a reference to New York time. Titles of
      articles, sections, clauses, exhibits, schedules and annexes contained in any
      Loan Document are without substantive meaning or content of any kind whatsoever
      and are not a part of the agreement between the parties hereto. Unless otherwise
      expressly indicated, the meaning of any term defined (including by reference)
      in
      any Loan Document shall be equally applicable to both the singular and plural
      forms of such term.

     

    ARTICLE II


     

    THE
      FACILITIES

     

    Section 2.1 The
      Commitments.
      (a)
      Revolving
      Credit Commitments.
      On the
      terms and subject to the conditions contained in this Agreement, each Revolving
      Credit Lender severally, but not jointly, agrees to make loans in Dollars (each
      a “Revolving
      Loan”)
      to the
      Borrower from time to time on any Business Day during the period from the date
      hereof until the Revolving Credit Termination Date in an aggregate principal
      amount at any time outstanding for all such loans by such Lender not to exceed
      such Lender’s Revolving Credit Commitment; provided,
      however,
      that at
      no time shall any Revolving Credit Lender be obligated to make a Revolving
      Loan
      in excess of such Lender’s Pro Rata Share of the amount by which the then
      effective Revolving Credit Commitments exceeds the aggregate Revolving Credit
      Outstandings at such time. Within the limits set forth in the first sentence
      of
      this clause
      (a),
      amounts
      of Revolving Loans repaid may be reborrowed under this Section 2.1.


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    (b) Term
      Loan Commitments.
      The
      Initial Term Loan Lenders, in fulfillment of their respective Initial Term
      Loan
      Commitments, made Initial Term Loans to Borrower in two draws, on the Original
      Closing Date and on March 31, 2006, respectively, in an aggregate amount of
      $65,000,000. The outstanding principal balance of the Initial Term Loan as
      of
      the Amendment No. 2 Effective Date was $64,350,000. The Additional Term Loan
      Lenders, in fulfillment of their respective Additional Term Loan Commitments,
      made Additional Term Loans in one draw, on the Amendment No. 2 Effective Date,
      in an aggregate amount of $15,000,000 (the “Additional
      Term Loan”,
      and,
      when added to and combined with the Initial Term Loan Balance, the “Term
      Loan”).
      Amounts of the Initial Term Loan or the Additional Term Loan repaid may not
      be
      reborrowed.

     

    (c) Incremental
      Facility. 

     

    (i) With
      the
      prior written agreement of the Administrative Agent entered into after the
      Restatement Effective Date, the Borrower may at any time before October 1,
      2011,
      by notice to the Administrative Agent (whereupon the Administrative Agent shall
      promptly deliver a copy to each of the Lenders), request an additional tranche
      of term loans under this Agreement (the “Incremental
      Term Loans”);
      provided that both at the time of any such request and after giving effect
      to
      the effectiveness of any Incremental Amendment referred to below, no Default
      or
      Event of Default shall exist and at the time that any such Incremental Term
      Loan
      is made or effected (and after giving effect thereto) no Default or Event of
      Default shall exist; provided, further that on a Pro Forma Basis after giving
      effect to the incurrence of such Incremental Term Loan (and after giving effect
      to any acquisition consummated simultaneously therewith), the Borrower would
      be
      in compliance with the requirements of Article V computed as of the last day
      of
      the most recently ended Fiscal Quarter for which financial statements are
      available pursuant to Section 6.1(b).

     

    (ii) Each
      tranche of Incremental Term Loans shall be in an aggregate principal amount
      that
      is not less than $5,000,000 and the aggregate amount of the Incremental Term
      Loans shall not exceed $75,000,000 (the “Incremental
      Availability”).

     

    (iii) The
      Incremental Term Loans (x) (A) shall rank pari passu in right of payment and
      of
      security with the Term Loans, (B) shall not mature earlier than the Initial
      Term
      Loan Maturity Date, (C) shall not have a shorter weighted average life to
      maturity than the Initial Term Loans and (D) subject to the foregoing, the
      amortization schedule and Applicable Margins for the Incremental Term Loans
      shall be determined by the Borrower and the Lenders of the Incremental Term
      Loans; provided, however
      that the
      interest rate applicable to the Incremental Term Loans shall not be greater
      than
      the highest interest rate that may, under any circumstances, be payable with
      respect to Term Loans (including any default interest rate payable in accordance
      with Section
      2.9(c))
      unless
      the interest rate with respect to the Revolving Loans and Term Loans is
      increased so as to equal the interest rate applicable to the Incremental Term
      Loans (including any such default interest rate); provided,
      further,
      that in
      determining the Applicable Margins applicable to the Term Loans and the
      Incremental Term Loans, original issue discount (“OID”)
      or
      upfront fees (which shall be deemed to constitute like amounts of OID) payable
      by the Borrower to the Lenders of the Initial Term Loans or the Incremental
      Term
      Loans in the primary syndication thereof shall be included (with OID being
      equated to interest based on an assumed four-year life to maturity or such
      shorter period as may be applicable based on the actual life to maturity) and
      (y) shall otherwise be on the same terms and conditions as the Term Loans,
      other
      than differences, if any, (except with respect to the differences set forth
      in
      clauses (B) (C) and (D) above), that have been approved by the Required
      Lenders.


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    (iv) The
      notice from the Borrower pursuant to this Section 2.1(c) shall set forth the
      requested amount and proposed terms of the relevant Incremental Term Loans.
      Each
      Term Loan Lender shall have the right for a period of 15 days following receipt
      of such notice, to elect by written notice to the Borrower and the
      Administrative Agent to issue a commitment for the Incremental Term Loans on
      the
      proposed terms in an amount not exceeding its Pro Rata Share. No Lender (or
      any
      successor thereto) shall have any obligation to issue any such commitment,
      and
      any decision by a Lender to issue any such commitment shall be made in its
      sole
      discretion independently from any other Lender. If any Term Loan Lender shall
      not elect to issue a commitment for the Incremental Term Loan in the maximum
      amount so permitted pursuant to this subsection (iv) of this Section 2.1(c),
      the
      Borrower may designate another bank or other financial institution (which may
      be, but need not be, one or more of the existing Lenders) to issue a commitment
      for the portion of the Incremental Term Loan as to which such Term Loan Lender
      did not issue a commitment, and, if such other bank or other financial
      institution is not a party to this Agreement (an “Additional
      Lender”),
      such
      Additional Lender shall become a party to this Agreement; provided,
      however,
      that
      any Additional Lender must be acceptable to the Administrative Agent, which
      acceptance will not be unreasonably withheld or delayed if such consent would
      be
      required under Section 11.2 for an assignment of Loans to such Lender or
      Additional Lender. 

     

    (v) Commitments
      in respect of Incremental Term Loans shall become Commitments under this
      Agreement pursuant to an amendment (an “Incremental
      Amendment”)
      to
      this Agreement and, as appropriate, the other Loan Documents, executed by
      Holdings, the Borrower, each Lender agreeing to provide such Commitment, if
      any,
      and the Administrative Agent. The Incremental Amendment may, subject to Section
      2.1(c)(iv), without the consent of any other Lenders, effect such amendments
      to
      this Agreement and the other Loan Documents as may be necessary, in the
      reasonable opinion of the Administrative Agent and the Borrower, to effect
      the
      provisions of this Section. The effectiveness of any Incremental Amendment
      shall
      be subject to the satisfaction on the date thereof (each, an “Incremental
      Facility Closing Date”)
      of
      each of the conditions set forth in Section 3.2 (it being understood that all
      references to “the date of such Credit Event” or similar language in such
      Section 3.2 shall be deemed to refer to the effective date of such Incremental
      Amendment) and such other conditions as the parties thereto shall agree. The
      Borrower may use the proceeds of the Incremental Term Loans for any purpose
      not
      prohibited by this Agreement.

     

    (vi) This
      Section 2.1(c) shall supersede any provisions in Section 11.1 to the
      contrary.


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    Section 2.2 Borrowing
      Procedures.
      (a)
      Notice
      From the Borrower.
      Each
      Borrowing shall be made on notice given by the Borrower to the Administrative
      Agent not later than 11:00 a.m. (Standard
      Time) on
      (i)
      the first Business Day, in the case of a Borrowing of Base Rate Loans and
      (ii) the third Business Day, in the case of a Borrowing of LIBO Rate Loans,
      prior to the date of the proposed Borrowing. Each such notice may be made in
      a
      writing substantially in the form of Exhibit C
      (a
“Notice
      of Borrowing”)
      duly
      completed or by telephone if confirmed promptly, but in any event within one
      Business Day and prior to such Borrowing, with such a Notice of Borrowing.
      Loans
      shall be made as Base Rate Loans unless, outside of a suspension period pursuant
      to Section 2.15,
      the
      Notice of Borrowing specifies that all or a portion thereof shall be LIBO Rate
      Loans. Each Borrowing shall be in an aggregate amount that is an integral
      multiple of $1,000,000.

    


    (b) Notice
      to Each Lender.
      The
      Administrative Agent shall give to each Lender prompt notice of the
      Administrative Agent’s receipt of a Notice of Borrowing and, if LIBO Rate Loans
      are properly requested in such Notice of Borrowing, prompt notice of the
      applicable interest rate. Each Lender shall, before 11:00 a.m. (Standard
      Time) on
      the
      date of the proposed Borrowing, make available to the Administrative Agent
      at
      its address referred to in Section 11.11,
      such
      Lender’s Pro Rata Share of such proposed Borrowing. Upon fulfillment or due
      waiver on the Original Closing Date and any time thereafter, of the applicable
      conditions set forth in Section 3.2,
      the
      Administrative Agent shall make such funds available to the
      Borrower.

     

    (c) Non-Funding
      Lenders.
      Unless
      the Administrative Agent shall have received notice from any Lender prior to
      the
      date such Lender is required to make any payment hereunder with respect to
      any
      Loan or any participation in any Swing Loan or Letter of Credit that such Lender
      will not make such payment (or any portion thereof) available to the
      Administrative Agent, the Administrative Agent may assume that such Lender
      has
      made such payment available to the Administrative Agent on the date such payment
      is required to be made in accordance with this Article II
      and the
      Administrative Agent may, in reliance upon such assumption, make available
      to
      the Borrower on such date a corresponding amount. Each
      Lender agrees to repay to the Administrative Agent in accordance with Section
      2.2(b). If any Lender shall not have made available to the Administrative Agent
      any portion of any payment described above (any such Lender, a “Non-Funding
      Lender”) within three Business Days following the date that the Administrative
      Agent makes such amount available to the Borrower, the
      Borrower
      agrees to repay to the Administrative Agent on demand the
      amount
      not paid
      by any Non-Funding Lender
      (until
      repaid by such
      Non-Funding
      Lender)
      with interest thereon for each day from the date such amount is made available
      to the Borrower until the date such amount is repaid to the Administrative
      Agent, at the interest rate applicable to the Obligation that would have been
      created when the Administrative Agent made available such amount to the Borrower
      had such Lender made a corresponding payment available; provided,
      however,
      that
      such payment shall not relieve such
      Non-Funding
      Lender
      of any obligation it may have to the Borrower, the Swingline Lender or any
      L/C
      Issuer.
      In
      addition, any Non-Funding
      Lender
      agrees
      to pay such amount to the Administrative Agent on demand together with interest
      thereon (except to the extent previously paid by the Borrower), for each day
      from the date such amount is made available to the Borrower until the date
      such
      amount is repaid to the Administrative Agent, at the Federal Funds Rate for
      the
      first Business Day and thereafter (i) in the case of a payment in respect of
      a
      Loan, at the interest rate applicable at the time to such Loan and (ii)
      otherwise, at the interest rate applicable to Base Rate Loans under the
      Revolving Credit Facility. Such
      repayment shall then constitute the funding of the corresponding Loan (including
      any Loan deemed to have been made hereunder with such payment) or participation.
      The existence of any Non-Funding Lender shall not relieve any other Lender
      of
      its obligations under any Loan Document, but no other Lender shall be
      responsible for the failure of any Non-Funding Lender to make any payment
      required under any Loan Document.


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    Section 2.3 Swing
      Loans.
      (a)
      Availability.
      On the
      terms and subject to the conditions contained in this Agreement, the Swingline
      Lender may, in its sole discretion, make loans in Dollars (each a “Swing
      Loan”)
      available to the Borrower under the Revolving Credit Facility from time to
      time
      on any Business Day during the period from the date hereof until the Revolving
      Credit Termination Date in an aggregate principal amount at any time outstanding
      not to exceed its Swingline Commitment; provided,
      however,
      that
      the Swingline Lender may not make any Swing Loan (x) to the extent that after
      giving effect to such Swing Loan, the aggregate Revolving Credit Outstandings
      would exceed the Revolving Credit Commitments and (y) in the period commencing
      on the first Business Day after it receives notice from the Administrative
      Agent
      or the Required Revolving Credit Lenders that one or more of the conditions
      precedent contained in Section 3.2
      are not
      satisfied and ending when such conditions are satisfied or duly waived. In
      connection with the making of any Swing Loan, the Swingline Lender may but
      shall
      not be required to determine that, or take notice whether, the conditions
      precedent set forth in Section 3.2
      have
      been satisfied or waived. Each Swing Loan shall be a Base Rate Loan and must
      be
      repaid in full on the earlier of (i) the funding date of any Borrowing of
      Revolving Loans and (ii) the Revolving Credit Termination Date. Within the
      limits set forth in the first sentence of this clause
      (a),
      amounts
      of Swing Loans repaid may be reborrowed under this clause
      (a).

    


    (b) Borrowing
      Procedures.
      In
      order to request a Swing Loan, the Borrower shall give to the Administrative
      Agent a notice to be received not later than 1:00 p.m. (Standard
      Time) on
      the
      day of the proposed borrowing, which may be made in a writing substantially
      in
      the form of Exhibit D
      duly
      completed (a “Swingline
      Request”)
      or by
      telephone if confirmed promptly but, in any event, prior to such borrowing,
      with
      such a Swingline Request. In addition, if any Notice of Borrowing requests
      a
      Borrowing of Base Rate Loans, the Swing Line Lender may, notwithstanding
      anything else to the contrary in Section 2.2,
      make a
      Swing Loan available to the Borrower in an aggregate amount not to exceed such
      proposed Borrowing, and the aggregate amount of the corresponding proposed
      Borrowing shall be reduced accordingly by the principal amount of such Swing
      Loan. The Administrative Agent shall promptly notify the Swingline Lender of
      the
      details of the requested Swing Loan. Upon receipt of such notice and subject
      to
      the terms of this Agreement, the Swingline Lender may make a Swing Loan
      available to the Borrower by making the proceeds thereof available to the
      Administrative Agent and, in turn, the Administrative Agent shall make such
      proceeds available to the Borrower on the date set forth in the relevant
      Swingline Request.


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    (c) Refinancing
      Swing Loans.
      The
      Swingline Lender may at any time forward a demand to the Administrative Agent
      (which the Administrative Agent shall, upon receipt, forward to each Revolving
      Credit Lender) that each Revolving Credit Lender pay to the Administrative
      Agent, for the account of the Swingline Lender, such Revolving Credit Lender’s
      Pro Rata Share of all or a portion of the outstanding Swing Loans.
      Each
      Revolving Credit Lender shall pay such Pro Rata Share to the Administrative
      Agent for the account of the Swingline Lender but not less frequently than
      bi-weekly. Upon receipt by the Administrative Agent of such payment (other
      than
      during the continuation of any Event of Default under Section 9.1(e)),
      such
      Revolving Credit Lender shall be deemed to have made a Revolving Loan to the
      Borrower, which, upon receipt of such payment by the Swingline Lender from
      the
      Administrative Agent, the Borrower shall be deemed to have used in whole to
      refinance such Swing Loan.
      In
      addition, regardless of whether any such demand is made, upon the occurrence
      of
      any Event of Default under Section 9.1(e)(ii),
      each
      Revolving Credit Lender shall be deemed to have acquired, without recourse
      or
      warranty, an undivided interest and participation in each Swing Loan in an
      amount equal to such Lender’s Pro Rata Share of such Swing Loan. If any payment
      made by any Revolving Credit Lender as a result of any such demand is not deemed
      a Revolving Loan, such payment shall be deemed a funding by such Lender of
      such
      participation.
      Such
      participation shall not be otherwise required to be funded. Upon receipt by
      the
      Swingline Lender of any payment from any Revolving Credit Lender pursuant to
      this clause
      (c)
      with
      respect to any portion of any Swing Loan, the Swingline Lender shall promptly
      pay over to such Revolving Credit Lender all payments of principal (to the
      extent received after such payment by such Lender) and interest (to the extent
      accrued with respect to periods after such payment) received by the Swingline
      Lender with respect to such portion.

     

    (d) Obligation
      to Fund Absolute.
      Each
      Revolving Credit Lender’s obligations pursuant to clause
      (c)
      above
      shall be absolute, unconditional and irrevocable and shall be performed strictly
      in accordance with the terms of this Agreement under any and all circumstances
      whatsoever, including (A) the existence of any setoff, claim, abatement,
      recoupment, defense or other right that such Lender, any Affiliate thereof
      or
      any other Person may have against the Swing Loan Lender, any other Secured
      Party
      or any other Person, (B) the failure of any condition precedent set forth in
      Section 3.2
      to be
      satisfied or the failure of the Borrower to deliver any notice set forth in
      Section 2.2(a)
      (each of
      which requirements the Revolving Credit Lenders hereby irrevocably waive) and
      (C) any adverse change in the condition (financial or otherwise) of any Loan
      Party.

     

    Section 2.4 Letters
      of Credit.
      (a)
      Commitment
      and Conditions.
      On the
      terms and subject to the conditions contained herein, each L/C Issuer agrees
      to
      Issue or cause to be Issued, at the request of the Borrower, in accordance
      with
      such L/C Issuer’s usual and customary business practices, and for the account of
      the Borrower (or, as long as the Borrower remains responsible for the payment
      in
      full of all amounts drawn thereunder and related fees, costs and expenses,
      for
      the account of any Group Member), Letters of Credit (denominated in Dollars
      and
      with face amounts that are at least $100,000) from time to time on any Business
      Day during the period from the Original Closing Date through the earlier of
      the
      Revolving Credit Termination Date and 7 days prior to the Scheduled Revolving
      Credit Termination Date; provided,
      however,
      that
      such L/C Issuer shall not be under any obligation to Issue any Letter of Credit
      upon the occurrence of any of the following, after giving effect to such
      Issuance:

    


    (i) (A)
      the
      aggregate Revolving Credit Outstandings would exceed the aggregate Revolving
      Credit Commitments or
      (B)
      the L/C Obligations for all Letters of Credit would exceed the L/C
      Sublimit;

     

    (ii) the
      expiration date of such Letter of Credit (A) is not a Business Day, (B) is
      more
      than one year after the date of issuance thereof or (C) is later than
      7 days prior to the Scheduled Revolving Credit Termination Date;
provided,
      however,
      that
      any Letter of Credit with a term not exceeding one year may provide for its
      renewal for additional periods not exceeding one year as long as (x) each of
      the
      Borrower and such L/C Issuer have the option to prevent such renewal before
      the
      expiration of such term or any such period and (y) neither such L/C Issuer
      nor
      the Borrower shall permit any such renewal to extend such expiration date beyond
      the date set forth in clause
      (C)
      above;
      or


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    (iii) (A)
      any
      fee due in connection with, and on or prior to, such Issuance has not been
      paid,
      (B) such Letter of Credit is requested to be Issued in a form that is not
      reasonably acceptable to such L/C Issuer or (C) such L/C Issuer shall not have
      received, each in form and substance reasonably acceptable to it and duly
      executed by the Borrower (and, if such Letter of Credit is issued for the
      account of any other Group Member, such Group Member), the documents that such
      L/C Issuer generally uses in the ordinary course of its business for the
      Issuance of letters of credit of the type of such Letter of Credit
      (collectively, the “L/C
      Reimbursement Agreement”).

     

    For
      each
      such Issuance, the applicable L/C Issuer may, but shall not be required to,
      determine that, or take notice whether, the conditions precedent set forth
      in
Section 3.2
      have
      been satisfied or waived in connection with the Issuance of any Letter of
      Credit; provided,
      however,
      that no
      Letter of Credit shall be Issued during the period starting on the first
      Business Day after the receipt by such L/C Issuer of notice from the
      Administrative Agent or the Required Revolving Credit Lenders that any condition
      precedent contained in Section 3.2
      is not
      satisfied and ending on the date all such conditions are satisfied or duly
      waived.

     

    (b) Notice
      of Issuance.
      The
      Borrower shall give the relevant L/C Issuer and the Administrative Agent a
      notice of any requested Issuance of any Letter of Credit, which shall be
      effective only if received by such L/C Issuer and the Administrative Agent
      not
      later than 11:00 a.m. (Standard
      Time) on
      the
      third Business Day prior to the date of such requested Issuance. Such notice
      may
      be made in a writing substantially the form of Exhibit E
      duly
      completed or in a writing in any other form acceptable to such L/C Issuer (an
      “L/C
      Request”)
      or by
      telephone if confirmed promptly, but in any event within one Business Day and
      prior to such Issuance, with such an L/C Request.

     

    (c) Reporting
      Obligations of L/C Issuers.
      Each
      L/C Issuer agrees to provide the Administrative Agent (which, after receipt,
      the
      Administrative Agent shall provide to each Revolving Credit Lender), in form
      and
      substance satisfactory to the Administrative Agent, each of the following on
      the
      following dates: (i) on or prior to (A) any Issuance of any Letter of Credit
      by
      such L/C Issuer, (B) any drawing under any such Letter of Credit or (C) any
      payment (or failure to pay when due) by the Borrower of any related L/C
      Reimbursement Obligation, notice thereof, which shall contain a reasonably
      detailed description of such Issuance, drawing or payment, (ii) upon the request
      of the Administrative Agent (or any Revolving Credit Lender through the
      Administrative Agent), copies of any Letter of Credit Issued by such L/C Issuer
      and any related L/C Reimbursement Agreement and such other documents and
      information as may reasonably be requested by the Administrative Agent and
      (iii)
      on the first Business Day of each calendar week, a schedule of the Letters
      of
      Credit Issued by such L/C Issuer, in form and substance reasonably satisfactory
      to the Administrative Agent, setting forth the L/C Obligations for such Letters
      of Credit outstanding on the last Business Day of the previous calendar
      week.

     

    (d) Acquisition
      of Participations.
      Upon
      any Issuance of a Letter of Credit in accordance with the terms of this
      Agreement resulting in any increase in the L/C Obligations, each Revolving
      Credit Lender shall be deemed to have acquired, without recourse or warranty,
      an
      undivided interest and participation in such Letter of Credit and the related
      L/C Obligations in an amount equal to such Lender’s Pro Rata Share of such L/C
      Obligations.


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    (e) Reimbursement
      Obligations of the Borrower.
      The
      Borrower agrees to pay to the L/C Issuer of any Letter of Credit each L/C
      Reimbursement Obligation owing with respect to such Letter of Credit no later
      than the first Business Day after the Borrower receives notice from such L/C
      Issuer that payment has been made under such Letter of Credit or that such
      L/C
      Reimbursement Obligation is otherwise due (the “L/C
      Reimbursement Date”)
      with
      interest thereon computed as set forth in clause
      (i)
      below.
      In the event that any L/C Issuer incurs any L/C Reimbursement Obligation
      not repaid by the Borrower as provided in this clause
      (e)
      (or any
      such payment by the Borrower is rescinded or set aside for any reason), such
      L/C
      Issuer shall promptly notify the Administrative Agent of such failure (and,
      upon
      receipt of such notice, the Administrative Agent shall forward a copy to each
      Revolving Credit Lender) and, irrespective of whether such notice is given,
      such
      L/C Reimbursement Obligation shall be payable on demand by the Borrower with
      interest thereon computed (i) from the date on which such L/C Reimbursement
      Obligation arose to the L/C Reimbursement Date, at the interest rate applicable
      during such period to Revolving Loans that are Base Rate Loans and (ii)
      thereafter until payment in full, at the interest rate applicable during such
      period to past due Revolving Loans that are Base Rate Loans.

     

    (f) Reimbursement
      Obligations of the Revolving Credit Lenders.
      Upon
      receipt of the notice described in clause
      (e)
      above
      from the Administrative Agent, each Revolving Credit Lender shall pay to the
      Administrative Agent for the account of such L/C Issuer its Pro Rata Share
      of
      such L/C Reimbursement Obligation. By making such payment (other than during
      the
      continuation of an Event of Default under Section 9.1(e)),
      such
      Lender shall be deemed to have made a Revolving Loan to the Borrower, which,
      upon receipt thereof by such L/C Issuer, the Borrower shall be deemed to have
      used in whole to repay such L/C Reimbursement Obligation.
      Any such
      payment that is not deemed a Revolving Loan shall be deemed a funding by such
      Lender of its participation in the applicable Letter of Credit and the related
      L/C Obligations. Such participation shall not otherwise be required to be
      funded. Upon receipt by any L/C Issuer of any payment from any Lender pursuant
      to this clause
      (f)
      with
      respect to any portion of any L/C Reimbursement Obligation, such L/C Issuer
      shall promptly pay over to such Lender all payments received after such payment
      by such L/C Issuer with respect to such portion.

     

    (g) Obligations
      Absolute.
      The
      obligations of the Borrower and the Revolving Credit Lenders pursuant to
clauses
      (d),
      (e)
      and
(f)
      above
      shall be absolute, unconditional and irrevocable and performed strictly in
      accordance with the terms of this Agreement irrespective of (i)
      (A)
      the invalidity or unenforceability of any term or provision in any Letter of
      Credit, any document transferring or purporting to transfer a Letter of Credit,
      any Loan Document (including the sufficiency of any such instrument), or any
      modification to any provision of any of the foregoing, (B) any document
      presented under a Letter of Credit being forged, fraudulent, invalid,
      insufficient or inaccurate in any respect or failing to comply with the terms
      of
      such Letter of Credit or (C) any loss or delay, including in the transmission
      of
      any document, (ii) the existence of any setoff, claim, abatement, recoupment,
      defense or other right that any Person (including any Group Member) may have
      against the beneficiary of any Letter of Credit or any other Person, whether
      in
      connection with any Loan Document or any other Contractual Obligation or
      transaction, or the existence of any other withholding, abatement or reduction,
      (iii) in the case of the obligations of any Revolving Credit Lender, (A)
      the failure of any condition precedent set forth in Section 3.2
      to be
      satisfied (each of which conditions precedent the Revolving Credit Lenders
      hereby irrevocably waive) or (B) any adverse change in the condition (financial
      or otherwise) of any Loan Party and (iv) any other act or omission to act or
      delay of any kind of any Secured Party or any other Person or any other event
      or
      circumstance whatsoever, whether or not similar to any of the foregoing, that
      might, but for the provisions of this Section 2.4,
      constitute a legal or equitable discharge of any obligation of the Borrower
      or
      any Revolving Credit Lender hereunder; provided,
      however,
      the
      foregoing shall not be construed to excuse the any L/C Issuer from liability
      to
      a Borrower to the extent of any direct damages (as opposed to consequential
      damages, claims in respect of which are hereby waived by the Borrower to the
      extent permitted by applicable law) suffered by the Borrower that are caused
      by
      such L/C Issuer’s failure to comply with its duties as an issuing bank under
      applicable law or gross negligence or willful misconduct in determining whether
      drafts and other documents presented under a Letter of Credit comply with the
      terms thereof.


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      AGREEMENT

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    Section 2.5 Reduction
      and Termination of the Commitments.
      (a)
      Optional.
      The
      Borrower may, upon notice to the Administrative Agent, terminate in whole or
      reduce in part (but not to an amount less than the Revolving Credit
      Outstandings) ratably any unused portion of the Revolving Credit Commitments;
      provided,
      however,
      that
      each partial reduction shall be in an aggregate amount that is an integral
      multiple of $1,000,000.

    


    (b) Mandatory.
      All
      outstanding Commitments shall terminate (i) in the case of the Initial Term
      Loan
      Facility, on the last day of the Term Loan Availability Period (after giving
      effect to any Borrowing occurring on such date), (ii) in the case of the
      Additional Term Loan Facility, on the Amendment No. 2 Effective Date (after
      giving effect to any Borrowing occurring on such date), and (iii) in the case
      of
      the Revolving Credit Facility, on the Revolving Credit Termination
      Date.

     

    Section 2.6 Repayment
      of Loans.
      (a)
      The
      Borrower promises to repay the entire unpaid principal amount of the Revolving
      Loans and the Swing Loans on the Scheduled Revolving Credit Termination
      Date.

    


    (b) The
      Borrower promises to repay the Term Loans on the Term Loan Maturity Date and
      at
      the dates and in the amounts set forth below:


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      AGREEMENT

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              DATE

            	 	
              AMOUNT

              (As a percentage of the

              balance of the Term Loan as

              of the Amendment No. 2

              Effective Date and after

              giving effect to the advance

              of the Additional Term

              Loan.)

            	 
	 	 	 	 
	
              October 1, 2008

            	 	 	
              0.25

            	
              %

            
	
              January 1, 2009

            	 	 	
              0.25

            	
              %

            
	
              April 1, 2009

            	 	 	
              0.25

            	
              %

            
	
              July 1, 2009

            	 	 	
              0.25

            	
              %

            
	
              October 1, 2009

            	 	 	
              0.25

            	
              %

            
	
              January 1, 2010

            	 	 	
              0.25

            	
              %

            
	
              April 1, 2010

            	 	 	
              0.25

            	
              %

            
	
              July 1, 2010

            	 	 	
              0.25

            	
              %

            
	
              October 1, 2010

            	 	 	
              0.25

            	
              %

            
	
              January 1, 2011

            	 	 	
              0.25

            	
              %

            
	
              April 1, 2011

            	 	 	
              0.25

            	
              %

            
	
              July 1, 2011

            	 	 	
              0.25

            	
              %

            
	
              October 1, 2011

            	 	 	
              0.25

            	
              %

            
	
              January 1, 2012

            	 	 	
              0.25

            	
              %

            
	
              April 1, 2012

            	 	 	
              0.25

            	
              %

            
	
              July 1, 2012

            	 	 	
              0.25

            	
              %

            
	
              October 1, 2012

            	 	 	
              94.25

            	
              %

            


    

    


    In
      any
      event, on October 1, 2012 the outstanding principal balance of the Term Loan
      shall be paid in full.

    


    Section 2.7 Optional
      Prepayments.
      The
      Borrower may prepay the outstanding principal amount of any Loan in whole or
      in
      part at any time (together with any breakage costs that may be owing pursuant
      to
Section 2.16(a)
      after
      giving effect to such prepayment); provided,
      however,
      that
each
      partial prepayment that is not of the entire outstanding amount under any
      Facility shall be in an aggregate amount that is an integral multiple of
      $1,000,000.

    


    Section 2.8 Mandatory
      Prepayments.
      (a)
      Excess
      Cash Flow. 
      The
      Borrower shall pay or cause to be paid to the Administrative Agent, within
      15
      Business Days after the last date Financial Statements can be delivered pursuant
      to Section 6.1(c)
      for each
      Fiscal Year (commencing with the Fiscal Year ending December 31, 2006), an
      amount equal to 50% of the Excess Cash Flow for such Fiscal Year;
      provided,
      however,
      that in
      the event that the Consolidated Senior Leverage Ratio of Holdings on the last
      day of such Fiscal Year is less than 1.50 to 1.00, such percentage for such
      Fiscal Year shall be 0%.


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      AGREEMENT

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    (b) Equity
      Issuances. Upon
      receipt on or after the Original Closing Date by any Loan Party or any of its
      Subsidiaries of Net Cash Proceeds arising from the issuance or Sale by any
      Loan
      Party or any of its Subsidiaries of its own Stock (other
      than (A)
      any
      issuance of Stock of such Loan Party occurring in the ordinary course of
      business to any director, member of the management or employee of Holdings
      or
      its Subsidiaries, (B) any issuance of Stock to the Permitted Investors, their
      respective Affiliates or co-investors, (C) any issuance of Stock in connection
      with Permitted Acquisitions, (D) any issuance of Class A Common Stock pursuant
      to the Registered Offering and (E) any sale or issuance of Stock for cash (other
      than Disqualified Stock) by Holdings to DPC so long as the proceeds resulting
      therefrom are used to redeem Stock of Holdings), the Borrower shall immediately
      pay or cause to be paid to the Administrative Agent an amount equal to 25%
      of
      such Net Cash Proceeds.

     

    (c) Asset
      Sales and Property Loss Events. Upon
      receipt on or after the Original Closing Date by any Loan Party or any of its
      Subsidiaries of Net Cash Proceeds arising from (i) any
      Sale by any Group Member of any of its property other than Sales of its own
      Stock and Sales of property permitted hereunder in reliance upon any of
clauses
      (a)
      through
(e)
      of
Section 8.4
      or
      (ii) any
      Property Loss Event with respect to any property of any Group Member to the
      extent resulting in the receipt by any of them of Net Cash Proceeds in excess
      of
$1,000,000,
      the
      Borrower shall immediately pay or cause to be paid to the Administrative Agent
      an amount equal to 100% of such Net Cash Proceeds; provided,
      however,
      that,
      upon any such receipt, as long as no Event of Default shall be continuing,
      any
      Group Member may make Permitted Reinvestments with such Net Cash Proceeds and
      the Borrower shall not be required to make or cause such payment to the extent
      (x) such Net Cash Proceeds are intended to be used to make Permitted
      Reinvestments and (y) on each Reinvestment Prepayment Date for such Net Cash
      Proceeds, the Borrower shall pay or cause to be paid to the Administrative
      Agent
      an amount equal to the Reinvestment Prepayment Amount applicable to such
      Reinvestment Prepayment Date in
      respect of such Net Cash Proceeds.

     

    (d) Excess
      Outstandings.
      On any
      date on which the aggregate principal amount of Revolving Credit Outstandings
      exceeds the aggregate Revolving Credit Commitments, the Borrower shall
pay
      to
      the Administrative Agent an amount equal to such excess.

     

    (e) Application
      of Payments.
      Any
      payments made to the Administrative Agent pursuant to this Section 2.8
      shall be
      applied to the Obligations in accordance with Section 2.12(b).

     

    (f) Chanin
      Purchase Agreement Payments.
      Upon
      receipt of (i) any Sellers Adjustment Payment (as such term is defined in the
      Chanin Purchase Agreement as of the date hereof) or (ii) any indemnification
      payment under Article X of the Chanin Purchase Agreement (other than amounts
      paid as a result of a claim by a Loan Party for indemnification under the Chanin
      Purchase Agreement to the extent that the amounts so received are applied by
      such Loan Party for the purpose of (A) replacing, repairing or restoring any
      assets or properties of such Loan Party or satisfying the condition giving
      rise
      to the claim for indemnification, (B) payment of (or reimbursement of payments
      made for) claims and settlements to third Persons not an Affiliate of or a
      Loan
      Party, or (C) otherwise covering any out-of-pocket expenses incurred by the
      Borrower in obtaining such indemnification), the Borrower shall pay to the
      Administrative Agent an amount equal to such payment for application to the
      Loans in accordance with Section 2.8(e).


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      AGREEMENT

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      & PHELPS, LLC

    
      
        
        

      

      
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    Section 2.9 Interest.
      (a)
      Rate.
      All
      Loans and the outstanding amount of all other Obligations (other than pursuant
      to Secured Hedging Agreements) shall bear interest, in the case of Loans, on
      the
      unpaid principal amount thereof from the date such Loans are made and, in the
      case of such other Obligations, from the date such other Obligations are due
      and
      payable until, in all cases, paid in full, except as otherwise provided in
      clause
      (c)
      below,
      as follows: (i)
      in
      the case of Base Rate Loans, at a rate per annum equal to the sum of the Base
      Rate and the Applicable Margin, each as in effect from time to time, (ii) in
      the
      case of LIBO Rate Loans, at a rate per annum equal to the sum of the LIBO Rate
      and the Applicable Margin, each as in effect for the applicable Interest Period,
      and (iii) in the case of other Obligations, at a rate per annum equal to the
      sum
      of the Base Rate and the Applicable Margin for Revolving Loans that are Base
      Rate Loans, each as in effect from time to time.

    


    (b) Payments.
      Interest accrued shall be payable in arrears (i) if accrued on the principal
      amount of any Loan, (A) at maturity (whether by acceleration or otherwise),
      (B)
      if such Loan is a Term Loan, upon the payment or prepayment of the principal
      amount on which such interest has accrued and (C)(1) if such Loan is a Base
      Rate
      Loan (including a Swing Loan), on the last day of each calendar quarter
      commencing on the first such day following the making of such Loan, (2) if
      such
      Loan is a LIBO Rate Loan, on the last day of each Interest Period applicable
      to
      such Loan and on each date during such Interest Period occurring every 3 months
      from the first day of such Interest Period and (ii) if accrued on any other
      Obligation, on demand from and after the time such Obligation is due and payable
      (whether by acceleration or otherwise).

     

    (c) Default
      Interest.
      Notwithstanding the rates of interest specified in clause (a)
      above or
      elsewhere in any Loan Document, upon (i) the occurrence of any Event of Default
      under Section
      9.1(a)
      or (ii)
      upon the occurrence of an Event of Default under Section
      9.1(e)(ii)
      and
      delivery of a notice by Administrative Agent or Required Lenders during the
      continuance thereof imposing default interest, and, in each case, for as long
      as
      such Event of Default shall be continuing, the principal balance of all
      Obligations (including any Obligation that bears interest by reference to the
      rate applicable to any other Obligation but excluding any Obligations under
      Secured Hedging Agreements) that have not been paid when due, as applicable,
      shall bear interest at a rate that is 2% per annum in excess of the interest
      rate applicable to such Obligations from time to time, payable on demand or,
      in
      the absence of demand, on the date that would otherwise be
      applicable.

     

    Section 2.10 Conversion
      and Continuation Options.
      (a)
      Option.
      The
      Borrower may elect (i) in the case of any LIBO Rate Loan, (A) to continue such
      LIBO Rate Loan or any portion thereof for an additional Interest Period on
      the
      last day of the Interest Period applicable thereto and (B) to convert such
      LIBO
      Rate Loan or any portion thereof into a Base Rate Loan at any time on any
      Business Day, subject to the payment of any breakage costs required by
Section 2.16(a),
      and
      (ii) in the case of Base Rate Loans (other than Swing Loans), to convert such
      Base Rate Loans or any portion thereof into LIBO Rate Loans at any time on
      any
      Business Day upon 3 Business Days’ prior notice; provided,
      however,
      that,
      (x) for each Interest Period, the aggregate amount of LIBO Rate Loans having
      such Interest Period must be an integral multiple of $1,000,000 and (y) no
      conversion in whole or in part of Base Rate Loans to LIBO Rate Loans and no
      continuation in whole or in part of LIBO Rate Loans shall be permitted at any
      time at which (1) an Event of Default shall be continuing and the Administrative
      Agent or the Required Lenders shall have determined not to permit such
      conversions or continuations or (2) such continuation or conversion would be
      made during a suspension imposed by Section 2.15.


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      AGREEMENT

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    (b) Procedure.
      Each
      such election shall be made by giving the Administrative Agent at least 3
      Business Days’ prior notice (or, in the case of any conversion into Base Rate
      Loans, 1 Business Days’ notice) in substantially the form of Exhibit F
      (a
“Notice
      of Conversion or Continuation”)
      duly
      completed. The Administrative Agent shall promptly notify each Lender of its
      receipt of a Notice of Conversion or Continuation and of the options selected
      therein. If the Administrative Agent does not receive a timely Notice of
      Conversion or Continuation from the Borrower containing a permitted election
      to
      continue or convert any LIBO Rate Loan, then, upon the expiration of the
      applicable Interest Period, such Loan shall be automatically converted to a
      Base
      Rate Loan. Each partial conversion or continuation shall be allocated ratably
      among the Lenders in the applicable Facility in accordance with their Pro Rata
      Share.

     

    Section 2.11 Fees.
      (a)
      Unused
      Commitment Fees.
      The
      Borrower agrees to pay to (i) each Revolving Credit Lender a commitment fee
      on
      the actual daily amount by which the Revolving Credit Commitment of such Lender
      exceeds its Pro Rata Share of the sum of (A) the aggregate outstanding principal
      amount of Revolving Loans and (B) the outstanding amount of the
      L/C Obligations for all Letters of Credit (the “Unused
      Revolving Credit Commitment Fee”)
      from
      the date hereof through the Revolving Credit Termination Date at a rate per
      annum equal to 0.50%, payable in arrears (x) on the last day of each calendar
      quarter and (y) on the Revolving Credit Termination Date and
      (ii)
      each
      Term Loan Lender a commitment fee on the actual daily amount by which the Term
      Loan Commitment of such Lender exceeds its Pro Rata Share of the aggregate
      outstanding principal amount of Term Loans funded on the Original Closing Date
      (the “Unused
      Term Loan Commitment Fee”)
      from
      the date hereof through the date that is earlier of (x) the second advance
      of
      the Term Loan and (y) the last day of the Term Loan Availability Period at
      a
      rate per annum equal to 1.00%, payable in arrears (x) on the last day of each
      calendar quarter and (y) on such earlier date.

    


    (b) Letter
      of Credit Fees.
      The
      Borrower agrees to pay, with respect to all Letters of Credit issued by any
      L/C
      Issuer, (i) to such L/C Issuer, certain fees, documentary and processing charges
      as separately agreed between the Borrower and such L/C Issuer or otherwise
      in
      accordance with such L/C Issuer’s standard schedule in effect at the time of
      determination thereof and (ii) to the Administrative Agent, for the benefit
      of
      the Revolving Credit Lenders according to their Pro Rata Shares, a fee accruing
      at a rate per annum equal to the Applicable Margin for Revolving Loans that
      are
      LIBO Rate Loans on the maximum undrawn face amount of such Letters of Credit,
      payable in arrears (A) on the last day of each calendar quarter, ending after
      the issuance of such Letter of Credit and so long as any Letter of Credit
      remains outstanding, including after the Revolving Credit Termination Date,
      and
      (B) on the Revolving Credit Termination Date.

     

    (c) Additional
      Fees.
      The
      Borrower shall pay to the Administrative Agent and its Related Persons its
      reasonable and customary fees and expenses in connection with any payments
      made
      pursuant to Section 2.16(a) (Breakage
      Costs)
      and has
      agreed to pay the additional fees described in the Fee Letter.

     

    Section 2.12 Application
      of Payments.
      (a)
      Application
      of Voluntary Prepayments.
      Unless
      otherwise provided in this Section 2.12
      or
      elsewhere in any Loan Document, all payments and any other amounts received
      by
      the Administrative Agent from or for the benefit of the Borrower shall be
      applied to repay the Obligations the Borrower designates.


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      AGREEMENT

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    (b) Application
      of Mandatory Prepayments.
      Subject
      to the provisions of clause
      (c)
      below
      with respect to the application of payments during the continuance of an Event
      of Default, any payment made by the Borrower to the Administrative Agent
      pursuant to Section 2.8
      or any
      other prepayment of the Obligations required to be applied in accordance with
      this clause
      (b)
      shall be
      applied first,
      (other
      than in respect of any payment required pursuant to Section 2.8(d))
      to
      repay the outstanding principal balance of the Term Loans, second,
      to
      repay the outstanding principal balance of the Revolving Loans and the Swing
      Loans (without reduction of the Revolving Credit Commitment or Swingline
      Commitment), third,
      in the
      case of any payment required pursuant to Section 2.8(d),
      to
      provide cash collateral to the extent and in the manner in Section 9.3
      and,
then,
      any
      excess shall be retained by the Borrower.
      Amounts
      prepaid in respect of Term Loans may not be reborrowed.

     

    (c) Application
      of Payments During an Event of Default.
      Each of
      Holdings and the Borrower hereby irrevocably waives, and agrees to cause each
      Loan Party and each other Group Member to waive, the right to direct the
      application during the continuance of an Event of Default of any and all
      payments in respect of any Obligation and any proceeds of Collateral and agrees
      that, notwithstanding the provisions of clause (a)
      above,
      the Administrative Agent may, and, upon either (A) the direction of the Required
      Lenders or (B) the termination of any Commitment or the acceleration of any
      Obligation pursuant to Section 9.2,
      shall,
      apply all payments in respect of any Obligation, all funds on deposit in any
      Cash Collateral Account and all other proceeds of Collateral (i)
      first,
      to pay
      Obligations in respect of any cost or expense reimbursements, fees or
      indemnities then due to the Administrative Agent, (ii) second,
      to pay
      Obligations in respect of any cost or expense reimbursements, fees or
      indemnities then due to the Lenders and the L/C Issuers, (iii) third,
      to pay
      interest then due and payable in respect of the Loans and L/C Reimbursement
      Obligations, (iv) fourth,
      to
      repay the outstanding principal amounts of the Loans and L/C Reimbursement
      Obligations and to provide cash collateral for Letters of Credit in the manner
      and to the extent described in Section 9.3,
      (v)
fifth,
      to pay
      amounts owing with respect to Secured Hedging Agreements and
      (vi)
sixth,
      to the
      ratable payment of all other Obligations.

     

    (d) Application
      of Payments Generally.
      All
      payments that would otherwise be allocated to the Revolving Credit Lenders
      pursuant to this Section 2.12
      shall
      instead be allocated first,
      to
      repay interest on Swing Loans, on any portion of the Revolving Loans that the
      Administrative Agent may have advanced on behalf of any Lender and on any
      L/C Reimbursement Obligation, in each case for which the Administrative
      Agent or, as the case may be, the L/C Issuer has not then been reimbursed by
      such Lender or the Borrower, second
      to pay
      the outstanding principal amount of the foregoing obligations and third,
      to
      repay the Revolving Loans. All repayments of any Revolving Loans or Term Loans
      shall be applied first,
      to
      repay such Loans outstanding as Base Rate Loans and then,
      to
      repay such Loans outstanding as LIBO Rate Loans, with those LIBO Rate Loans
      having earlier expiring Interest Periods being repaid prior to those having
      later expiring Interest Periods. All repayments of Term Loans (other than
      prepayments under Section
      2.12(a))
      shall
      be applied to reduce ratably the remaining installments of such outstanding
      principal amounts of the Term Loans. If sufficient amounts are not available
      to
      repay all outstanding Obligations described in any priority level set forth
      in
      this Section 2.12,
      the
      available amounts shall be applied, unless otherwise expressly specified herein,
      to such Obligations ratably based on the proportion of the Secured Parties’
interest in such Obligations. Any priority level set forth in this Section 2.12
      that
      includes interest shall include all such interest, whether or not accruing
      after
      the filing of any petition in bankruptcy or the commencement of any insolvency,
      reorganization or similar proceeding, and whether or not a claim for post-filing
      or post-petition interest is allowed in any such proceeding.


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    Section 2.13 Payments
      and Computations.
      (a)
      Procedure.
      The
      Borrower shall make each payment under any Loan Document not later than
2:00 p.m.
      (Standard Time)
      on the
      day when due to the Administrative Agent by wire transfer to the following
      account (or at such other account or by such other means to such other address
      as the Administrative Agent shall have notified the Borrower in writing within
      a
      reasonable time prior to such payment) in immediately available Dollars and
      without setoff or counterclaim:

    


    ABA
      No.
021001033

    Account
      Number 50232854

    Deutsche
      Bank Trust Company Americas, New York, New York

    Account
      Name: GECC/CAF Depository 

    Reference:
      CFN6737

     

    The
      Administrative Agent shall promptly thereafter cause to be distributed
      immediately available funds relating to the payment of principal, interest
      or
      fees to the Lenders, in accordance with the application of payments set forth
      in
Section 2.12.
      The
      Lenders shall make any payment under any Loan Document in immediately available
      Dollars and without setoff or counterclaim. Each Revolving Credit Lender shall
      make each payment for the account of any L/C Issuer or Swingline Lender required
      pursuant to Section 2.3
      or
2.4
      (A) if
      the notice or demand therefor was received by such Lender prior to 2:00 p.m.
      (Standard Time)
      on any
      Business Day, on such Business Day and (B) otherwise, on the Business Day
      following such receipt. Payments received by the Administrative Agent after
      2:00 p.m.
      (Standard Time)
      shall be
      deemed to be received on the next Business Day.

     

    (b) Computations
      of Interests and Fees.
      All
      computations of interest and of fees shall be made by the Administrative Agent
      on the basis of a year of 360 days (or, in the case of Base Rate Loans whose
      interest rate is calculated based on the rate set forth in clause
      (a)
      of the
      definition of “Base Rate”, 365/366 days), in each case for the actual number of
      days (including the first day but excluding the last day) occurring in the
      period for which such interest and fees are payable. Each determination of
      an
      interest rate or the amount of a fee hereunder shall be made by the
      Administrative Agent (including determinations of a LIBO Rate or Base Rate
      in
      accordance with the definitions of “LIBO Rate” and “Base Rate”, respectively)
      and shall be conclusive, binding and final for all purposes, absent manifest
      error.

     

    (c) Payment
      Dates.
      Whenever any payment hereunder shall be stated to be due on a day other than
      a
      Business Day, the due date for such payment shall be extended to the next
      succeeding Business Day without any increase in such payment as a result of
      additional interest or fees; provided,
      however,
      that
      such interest and fees shall continue accruing as a result of such extension
      of
      time.

     

    (d) Advancing
      Payments.
      Unless
      the Administrative Agent shall have received notice from the Borrower to the
      Lenders prior to the date on which any payment is due hereunder that the
      Borrower will not make such payment in full, the Administrative Agent may assume
      that the Borrower has made such payment in full to the Administrative Agent
      on
      such date and the Administrative Agent may, in reliance upon such assumption,
      cause to be distributed to each Lender on such due date an amount equal to
      the
      amount then due such Lender. If and to the extent that the Borrower shall not
      have made such payment in full to the Administrative Agent, each Lender shall
      repay to the Administrative Agent on demand such amount distributed to such
      Lender together with interest thereon (at the Federal Funds Rate for the first
      Business Day and thereafter, at the rate applicable to Base Rate Loans under
      the
      applicable Facility) for each day from the date such amount is distributed
      to
      such Lender until the date such Lender repays such amount to the Administrative
      Agent.


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    Section 2.14 Evidence
      of Debt.
      (a)
      Records
      of Lenders.
      Each
      Lender shall maintain in accordance with its usual practice accounts evidencing
      Indebtedness of the Borrower to such Lender resulting from each Loan of such
      Lender from time to time, including the amounts of principal and interest
      payable and paid to such Lender from time to time under this
      Agreement.
      In
      addition, each Lender having sold a participation in any of its Obligations
      or
      having identified an SPV as such to the Administrative Agent, acting as agent
      of
      the Borrower solely for this purpose and solely for tax purposes, shall
      establish and maintain at its address referred to in Section 11.11
      (or at
      such other address as such Lender shall notify the Borrower) a record (which
      shall be available for inspection by the Borrower and the Administrative Agent)
      of ownership, in which such Lender shall register by book entry (A) the name
      and
      address of each such participant and SPV (and each change thereto, whether
      by
      assignment or otherwise) and (B) the rights, interest or obligation of each
      such participant and SPV in any Obligation, in any Commitment and in any right
      to receive any payment hereunder.

    


    (b) Records
      of Administrative Agent.
      The
      Administrative Agent, acting as agent of the Borrower solely for tax purposes
      and solely with respect to the actions described in this Section 2.14,
      shall
      establish and maintain at its address referred to in Section 11.11
      (or at
      such other address as the Administrative Agent may notify the Borrower) (which
      shall be available for inspection by the Borrower and each Lender as to itself)
      (A) a record of ownership (the “Register”)
      in
      which the Administrative Agent agrees to register by book entry the interests
      (including any rights to receive payment hereunder) of the Administrative Agent,
      each Lender and each L/C Issuer in the Term Loans and the Revolving Credit
      Outstandings, each of their obligations under this Agreement to participate
      in
      each Loan, Letter of Credit and L/C Reimbursement Obligation, and any
      assignment of any such interest, obligation or right and (B) accounts in
      the Register in accordance with its usual practice in which it shall record
      (1)
      the names and addresses of the Lenders and the L/C Issuers (and each change
      thereto pursuant to Section 2.18
      (Substitution
      of Lenders)
      and
Section 11.2
      (Assignments
      and Participations; Binding Effect)),
      (2)
      the Commitments of each Lender, (3) the amount of each Loan and each funding
      of
      any participation described in clause
      (A)
      above
      and, for LIBO Rate Loans, the Interest Period applicable thereto, (4) the amount
      of any principal or interest due and payable or paid, (5) the amount of the
      L/C
      Reimbursement Obligations due and payable or paid and (6) any other payment
      received by the Administrative Agent from the Borrower and its application
      to
      the Obligations.

     

    (c) Registered
      Obligations.
      Notwithstanding anything to the contrary contained in this Agreement, the Loans
      (including any Notes evidencing such Loans and, in the case of Revolving Loans,
      the corresponding obligations to participate in L/C Obligations and Swing Loans)
      and the L/C Reimbursement Obligations are registered obligations, the right,
      title and interest of the Lenders and the L/C Issuers and their assignees in
      and
      to such Loans or L/C Reimbursement Obligations, as the case may be, shall
      be transferable only upon notation of such transfer in the Register and no
      assignment thereof shall be effective until recorded therein. This Section 2.14
      and
Section 11.2
      shall be
      construed so that the Loans and L/C Reimbursement Obligations are at all times
      maintained in “registered
      form”
within
      the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code and any
      related regulations (and any successor provisions).


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    (d) Prima
      Facie Evidence.
      The
      entries made in the Register and in the accounts maintained pursuant to
clauses
      (a)
      and
(b)
      above
      shall, to the extent permitted by applicable Requirements of Law, be prima
      facie
      evidence of the existence and amounts of the obligations recorded therein;
      provided,
      however,
      that no
      error in such account and no failure of any Lender or the Administrative Agent
      to maintain any such account shall affect the obligations of any Loan Party
      to
      repay the Loans in accordance with their terms. In addition, the Loan Parties,
      the Administrative Agent, the Lenders and the L/C Issuers shall treat each
      Person whose name is recorded in the Register as a Lender or L/C Issuer, as
      applicable, for all purposes of this Agreement. Information contained in the
      Register with respect to any Lender or L/C Issuer shall be available for
      inspection by the Borrower, the Administrative Agent, such Lender or such
      L/C Issuer at any reasonable time and from time to time upon reasonable
      prior notice.

     

    (e) Notes.
      Upon
      any Lender’s request, the Borrower shall promptly execute and deliver Notes to
      such Lender evidencing the Loans of such Lender in a Facility and substantially
      in the form of Exhibit B;
      provided,
      however,
      that
      only one Note for each Facility shall be issued to each Lender, except (i)
      to an
      existing Lender exchanging existing Notes to reflect changes in the Register
      relating to such Lender, in which case the new Notes delivered to such Lender
      shall be dated the date of the original Notes and (ii) in the case of loss,
      destruction or mutilation of existing Notes and similar
      circumstances.
      Each
      Note, if issued, shall only be issued as means to evidence the right, title
      or
      interest of a Lender or a registered assignee in and to the related Loan, as
      set
      forth in the Register, and in no event shall any Note be considered a bearer
      instrument or obligation. Without limitation of the foregoing, to the extent
      that a Lender holds a Note issued prior to the Amendment No. 2 Effective Date
      evidencing its Initial Term Loan or its Revolving Credit Commitment and such
      Lender requests a Note on or after the Amendment No. 2 Effective Date to
      evidence such Lender’s Loans in the Term Loan Facility or Revolving Credit
      Facility, such Lender shall return its previously issued Note or
      Notes.

     

    Section 2.15 Suspension
      of LIBO Rate Option.
      Notwithstanding any provision to the contrary in this Article II,
      the
      following shall apply:

    


    (a) Interest
      Rate Unascertainable, Inadequate or Unfair.
      In the
      event that (A) the Administrative Agent determines that adequate and fair means
      do not exist for ascertaining the applicable interest rates by reference to
      which the LIBO Rate is determined or (B) the Required Lenders notify the
      Administrative Agent that the LIBO Rate for any Interest Period will not
      adequately reflect the cost to the Lenders of making or maintaining such Loans
      for such Interest Period, the Administrative Agent shall promptly so notify
      the
      Borrower and the Lenders, whereupon the obligation of each Lender to make or
      to
      continue LIBO Rate Loans shall be suspended as provided in clause
      (c)
      below
until,
      in
      the case of (A) above, the Administrative Agent shall notify the Borrower that
      the circumstances causing such suspension no longer exist, or, in the case
      of
      (B) above, that it has been notified by the Required Lenders that such
      circumstances no longer exist.

     

    (b) Illegality.
      If any
      Lender determines that the introduction of, or any change in or in the
      interpretation of, any Requirement of Law after the date of this Agreement
      shall
      make it unlawful, or any Governmental Authority shall assert that it is
      unlawful, for any Lender or its applicable lending office to make LIBO Rate
      Loans or to continue to fund or maintain LIBO Rate Loans, then, on notice
      thereof and demand therefor by such Lender to the Borrower through the
      Administrative Agent, the obligation of such Lender to make or to continue
      LIBO
      Rate Loans shall be suspended as provided in clause
      (c)
      below
      until such Lender shall, through the Administrative Agent, notify the Borrower
      that it has determined that it may lawfully make LIBO Rate
      Loans.


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    (c) Effect
      of Suspension.
      If the
      obligation of any Lender to make or to continue LIBO Rate Loans is suspended,
      (A) the obligation of such Lender to convert Base Rate Loans into LIBO Rate
      Loans shall be suspended, (B) such Lender shall make a Base Rate Loan at any
      time such Lender would otherwise be obligated to make a LIBO Rate Loan, (C)
      the
      Borrower may revoke any pending Notice of Borrowing or Notice of Conversion
      or
      Continuation to make or continue any LIBO Rate Loan or to convert any Base
      Rate
      Loan into a LIBO Rate Loan and (D) each LIBO Rate Loan of such Lender shall
      automatically and immediately (or, in the case of any suspension pursuant to
      clause
      (a)
      above,
      on the last day of the current Interest Period thereof) be converted into a
      Base
      Rate Loan.

     

    Section 2.16 Breakage
      Costs; Increased Costs; Capital Requirements.
      (a)
      Breakage
      Costs.
      The
      Borrower shall compensate each Lender, upon demand from such Lender to such
      Borrower (with copy to the Administrative Agent), for all Liabilities
      (including, in each case, those incurred by reason of the liquidation or
      reemployment of deposits or other funds acquired by such Lender to fund or
      to
      maintain the LIBO Rate Loans of such Lender to the Borrower but excluding any
      loss of the Applicable Margin on the relevant Loans) that such Lender may incur
      (A) to the extent, for any reason other than solely by reason of such Lender
      being a Non-Funding Lender, a proposed Borrowing, conversion into or
      continuation of LIBO Rate Loans does not occur on a date specified therefor
      in a
      Notice of Borrowing or a Notice of Conversion or Continuation or in a similar
      request made by telephone by the Borrower, (B) to the extent any LIBO Rate
      Loan
      is paid (whether through a scheduled, optional or mandatory prepayment) or
      converted to a Base Rate Loan (including because of Section
      2.15 on
      a date
      that is not the last day of the applicable Interest Period or (C) as a
      consequence of any failure by the Borrower to repay LIBO Rate Loans when
      required by the terms hereof.
      For
      purposes of this clause
      (a),
      each
      Lender shall be deemed to have funded each LIBO Rate Loan made by it using
      a
      matching deposit or other borrowing in the London interbank market.

    


    (b) Increased
      Costs.
      If at
      any time any Lender or L/C Issuer determines that, after the date hereof, the
      adoption of, or any change in or in the interpretation, application or
      administration of, or compliance with, any Requirement of Law whether or not
      having the force of law (other than any imposition or increase of Eurodollar
      Reserve Requirements) from any Governmental Authority shall have the effect
      of
      (i) increasing the cost to such Lender of making, funding or maintaining any
      LIBO Rate Loan or to agree to do so or of participating, or agreeing to
      participate, in extensions of credit, (ii) increasing the cost to such L/C
      Issuer of Issuing or maintaining any Letter of Credit or of agreeing to do
      so or
      (iii) imposing any other cost to such Lender or L/C Issuer with respect to
      compliance with its obligations under any Loan Document, in each case, other
      than Non-Excluded Taxes covered by Section
      2.17
      and
      changes in the rate of tax on the overall net income of such Lender or L/C
      Issuer, and the result of any of the foregoing is to increase the cost to such
      Lender or L/C Issuer, by an amount that such Lender or L/C Issuer deems to
      be
      material, of making, converting into, continuing or maintaining LIBO Rate Loans
      or issuing or participating in Letters of Credit, or to reduce any amount
      receivable hereunder in respect thereof, then, upon demand to the Borrower
      by
      such Lender or L/C Issuer (with copy to the Administrative Agent), the Borrower
      shall pay to the Administrative Agent for the account of such Lender or L/C
      Issuer amounts sufficient to compensate such Lender or L/C Issuer for such
      increased cost.


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    (c) Increased
      Capital Requirements.
      If at
      any time any Lender or L/C Issuer determines that, after the date hereof, the
      adoption of, or any change in or in the interpretation, application or
      administration of, or compliance with, any Requirement of Law (other than any
      imposition or increase of Eurodollar Reserve Requirements) from any Governmental
      Authority regarding capital adequacy, reserves, special deposits, compulsory
      loans, insurance charges against property of, deposits with or for the account
      of, Obligations owing to, or other credit extended or participated in by, any
      Lender or L/C Issuer or any similar requirement (in each case other than any
      imposition or increase of Eurodollar Reserve Requirements) shall have the effect
      of reducing the rate of return on the capital of such Lender’s or L/C Issuer (or
      any corporation controlling such Lender or L/C Issuer) as a consequence of
      its
      obligations under or with respect to any Loan Document or Letter of Credit
      to a
      level below that which, taking into account the capital adequacy policies of
      such Lender, L/C Issuer or corporation, such Lender, L/C Issuer or corporation
      could have achieved but for such adoption or change, by an amount deemed by
      such
      Lender to be material, then, upon demand to the Borrower from time to time
      by
      such Lender or L/C Issuer (with a copy of such demand to the Administrative
      Agent), the Borrower shall pay to the Administrative Agent for the account
      of
      such Lender amounts sufficient to compensate such Lender for such
      reduction.

     

    (d) Compensation
      Certificate.
      Each
      demand for compensation under this Section 2.16
      shall be
      accompanied by a certificate of the Lender or L/C Issuer claiming such
      compensation, setting forth the amounts to be paid hereunder, which certificate
      shall be conclusive, binding and final for all purposes, absent manifest error.
      In determining such amount, such Lender or L/C Issuer may use any reasonable
      averaging and attribution methods. Notwithstanding anything to the contrary
      in
      this Section, the Borrower shall not be required to compensate a Lender or
      L/C
      Issuer pursuant to this Section for any amounts incurred more than 180 days
      prior to the date that such Lender or L/C Issuer notifies the Borrower of such
      Lender's or L/C Issuer’s intention to claim compensation therefor, provided,
      however,
      that if
      any adoption of, or any change in or in the interpretation, application or
      administration of, or compliance with any Requirement of Law that precipitated
      such demand is given retroactive effect, such 180 day period shall be increased
      to take into account such retroactive effect.

     

    Section 2.17 Taxes.
      (a)
      Payments
      Free and Clear of Taxes.
      Except
      as provided by law or as otherwise provided in this Section 2.17,
      each
      payment by any Loan Party under any Loan Document shall be made free and clear
      of all present or future taxes, levies, imposts, deductions, charges or
      withholdings and all liabilities with respect thereto (and without deduction
      for
      any of them) (collectively, “Taxes”)
      other
      than for (i) Taxes measured by net income (including branch profits taxes)
      and
      franchise taxes imposed in lieu of net income taxes, in each case imposed on
      any
      Secured Party as a result of a present or former connection between such Secured
      Party and the jurisdiction of the Governmental Authority imposing such Tax
      or
      any political subdivision or taxing authority thereof or therein (other than
      such connection arising solely from any Secured Party having executed, delivered
      or performed its obligations or received a payment under, or enforced, any
      Loan
      Document), (ii) withholding Taxes that are imposed on amounts payable to a
      Secured Party (other than a Substitute Lender) to the extent that the obligation
      to withhold amounts existed on the date that such Secured Party became a
“Secured Party” under this Agreement in the capacity under which such Secured
      Party makes a claim under clause
      (b),
      except
      in each case to the extent such Secured Party is an assignee of any other
      Secured Party that was entitled, at the time the assignment of such other
      Secured Party became effective, to receive additional amounts under clause
      (b)
      or (iii)
      taxes that are directly attributable to the failure by any Secured Party to
      deliver the documentation required to be delivered pursuant to clause
      (g)
      below
      (collectively, “Excluded
      Taxes”
and
      all
      such non-Excluded Taxes, “Non-Excluded
      Taxes”).


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    (b) Additional
      Payments.
      If any
      Taxes shall be required by law to be deducted from or in respect of any amount
      payable under any Loan Document (other than any Secured Hedging Agreement)
      to
      any Secured Party (i) in the case of Non-Excluded Taxes, such amount shall
      be
      increased as necessary to ensure that, after all required deductions for
      Non-Excluded Taxes are made (including deductions applicable to any increases
      to
      any amount under this Section 2.17),
      such
      Secured Party receives the amount it would have received had no such deductions
      been made, (ii) the relevant Loan Party shall make such deductions, (iii) the
      relevant Loan Party shall timely pay the full amount deducted to the relevant
      taxing authority or other authority in accordance with applicable Requirements
      of Law and (iv) within 30 days after such payment is made, the relevant
      Loan Party shall deliver to the Administrative Agent an original or certified
      copy of a receipt evidencing such payment.

     

    (c) Other
      Taxes.
      In
      addition, the Borrower agrees to pay, and authorizes the Administrative Agent
      to
      pay in its name, any stamp, documentary, excise or property tax, charges or
      similar levies imposed by any applicable Requirement of Law or Governmental
      Authority and all Liabilities with respect thereto (including by reason of
      any
      delay in payment thereof), in each case arising from the execution, delivery
      or
      registration of, or otherwise with respect to, any Loan Document or any
      transaction contemplated therein (collectively, “Other
      Taxes”).
      Within 30 days after the date of any payment of Taxes or Other Taxes by any
      Loan
      Party, the Borrower shall furnish to the Administrative Agent, at its address
      referred to in Section 11.11,
      the
      original or a certified copy of a receipt evidencing payment
      thereof.

     

    (d) Indemnification.
      The
      Borrower shall reimburse and indemnify, within 30 days after receipt of demand
      therefor (with copy to the Administrative Agent), each Secured Party for all
      Non-Excluded Taxes and Other Taxes (including any Non-Excluded Taxes and Other
      Taxes imposed by any jurisdiction on amounts payable under this Section 2.17)
      paid by
      such Secured Party and any Liabilities arising therefrom or with respect
      thereto, whether or not such Non-Excluded Taxes or Other Taxes were correctly
      or
      legally asserted. A certificate of the Secured Party (or of the Administrative
      Agent on behalf of such Secured Party) claiming any compensation under this
      clause
      (d),
      setting
      forth the amounts to be paid thereunder and delivered to the Borrower with
      copy
      to the Administrative Agent, shall be conclusive, binding and final for all
      purposes, absent manifest error.

     

    (e) Tax
      Refunds. If
      any
      Secured Party become aware that it is entitled to receive any refund, offset,
      reduction, or credit in respect of amounts paid by the Borrower pursuant to
      this
Section
      2.17,
      which
      in the sole discretion of such Secured Party is allocable to such payment,
      it
      shall promptly notify the Borrower of the availability of such refund, offset,
      reduction, or credit and shall, within 30 days after the receipt of a request
      by
      the Borrower, apply for such refund, offset, reduction, or credit. If any
      Secured Party determines in its sole discretion that it has received a refund,
      offset, reduction, or credit in respect of any amounts paid by the Borrower
      pursuant to this Section
      2.17,
      which
      in the sole discretion of such Secured Party is allocable to such payment,
      it
      shall promptly notify the Borrower of such refund, offset, reduction, or credit
      and shall, within 15 days after receipt, repay such refund, offset, reduction,
      or credit to the Borrower net of all out-of-pocket expenses of such Secured
      Party; provided, however, that the Borrower, upon the request of such Secured
      Party, agrees to repay the amount paid over to the Borrower to such Secured
      Party in the event such Secured Party is required to repay such refund, offset,
      reduction, or credit.


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    (f) Mitigation.
      Any
      Lender claiming any additional amounts payable pursuant to this Section 2.17
      shall
      use its reasonable efforts (consistent with its internal policies and
      Requirements of Law) to change the jurisdiction of its lending office if such
      a
      change would reduce any such additional amounts (or any similar amount that
      may
      thereafter accrue) and would not, in the good faith determination of such
      Lender, be otherwise disadvantageous to such Lender.

     

    (g) Tax
      Forms.
      (i)
      Each Non-U.S. Lender Party that, at any of the following times, is entitled
      to
      an exemption from United States withholding tax or, after a change in any
      Requirement of Law, is subject to such withholding tax at a reduced rate under
      an applicable tax treaty, shall (w) on or prior to the date such Non-U.S. Lender
      Party becomes a “Non-U.S. Lender Party” hereunder, (x) on or prior to the date
      on which any such form or certification expires or becomes obsolete, (y) after
      the occurrence of any event requiring a change in the most recent form or
      certification previously delivered by it pursuant to this clause (i)
      and (z)
      from time to time if reasonably requested by the Borrower or the Administrative
      Agent (or, in the case of a participant or SPV, the relevant Lender), provide
      the Administrative Agent and the Borrower (or, in the case of a participant
      or
      SPV, the relevant Lender) with two properly completed originals of each of
      the
      following, as applicable: (A) Forms W-8ECI (claiming exemption from U.S.
      withholding tax because the income is effectively connected with a U.S. trade
      or
      business), W-8BEN (claiming exemption from, or a reduction of, U.S. withholding
      tax under an income tax treaty) or any successor forms, (B) in the case of
      a
      Non-U.S. Lender Party claiming exemption under Sections 871(h) or 881(c) of
      the
      Code, Form W-8BEN (claiming exemption from U.S. withholding tax under the
      portfolio interest exemption) or any successor form
      and a
      certificate in form and substance acceptable to the Administrative Agent that
      such Non-U.S. Lender Party is not (1) a “bank” within the meaning of Section
      881(c)(3)(A) of the Code, (2) a “10 percent shareholder” of the Borrower within
      the meaning of Section 881(c)(3)(B) of the Code or (3) a “controlled foreign
      corporation” described in Section 881(c)(3)(C) of the Code or (C) any other
      applicable document prescribed by the IRS properly certifying as to the
      entitlement of such Non-U.S. Lender Party to such exemption from United States
      withholding tax or reduced rate with respect to any payments to be made to
      such
      Non-U.S. Lender Party under the Loan Documents. Unless the Borrower and the
      Administrative Agent have received forms or other documents satisfactory to
      them
      indicating that payments under any Loan Document to or for a Non-U.S. Lender
      Party are not subject to United States withholding tax, the Loan Parties and
      the
      Administrative Agent shall withhold amounts required to be withheld by
      applicable Requirements of Law from such payments at the applicable statutory
      rate.
      Notwithstanding any other provision of this Section
      2.17,
      a
      Non-U.S. Lender Party shall not be required to deliver any form pursuant to
      this
      paragraph that such Non-U.S. Lender is not legally able to deliver.

     

    (ii) Each
      U.S.
      Lender Party shall (A) on or prior to the date such U.S. Lender Party becomes
      a
“U.S. Lender Party” hereunder, (B) on or prior to the date on which any such
      form or certification expires or becomes obsolete, (C) after the occurrence
      of
      any event requiring a change in the most recent form or certification previously
      delivered by it pursuant to this clause
      (g)
      and (D)
      from time to time if reasonably requested by the Borrower or the Administrative
      Agent (or, in the case of a participant or SPV, the relevant Lender), provide
      the Administrative Agent and the Borrower (or, in the case of a participant
      or
      SPV, the relevant Lender) with two properly completed originals of Form W-9
      (certifying that such U.S. Lender Party is entitled to an exemption from U.S.
      backup withholding tax) or any successor form. Notwithstanding any other
      provision of this Section
      2.17,
      a U.S.
      Lender Party shall not be required to deliver any form pursuant to this
      paragraph that such U.S. Lender is not legally able to deliver.


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    (iii) Each
      Lender having sold a participation in any of its Obligations or identified
      an
      SPV as such to the Administrative Agent shall collect from such participant
      or
      SPV the documents described in this clause
      (g)
      and
      provide them to the Administrative Agent.

     

    Section 2.18 Substitution
      of Lenders.
      (a)
      Substitution
      Right.
      In the
      event that any Lender in any Facility (an “Affected
      Lender”),
      (i)
      makes a claim under clause
      (b)
      (Increased
      Costs)
      or
(c)
      (Increased
      Capital Requirements)
      of
Section 2.16,
      (ii)
      notifies the Borrower pursuant to Section 2.15(b)
      (Illegality)
      that it
      becomes illegal for such Lender to continue to fund or make any LIBO Rate Loan
      in such Facility, (iii) makes a claim for payment pursuant to Section 2.17(b)
      (Taxes),
      (iv)
      becomes a Non-Funding Lender with respect to such Facility or (v) does not
      consent to any amendment, waiver or consent to any Loan Document for which
      the
      consent of the Required Lenders is obtained but that requires the consent of
      other Lenders in such Facility, the Borrower may either pay in full such
      Affected Lender with respect to amounts due in such Facility or substitute
      for
      such Affected Lender in such Facility any Lender or any Affiliate or Approved
      Fund of any Lender or any other Person acceptable (which acceptance shall not
      be
      unreasonably withheld or delayed) to the Administrative Agent (in each case,
      a
“Substitute
      Lender”).

    


    (b) Procedure.
      To
      substitute such Affected Lender or pay in full the Obligations owed to such
      Affected Lender under such Facility, the Borrower shall deliver a notice to
      the
      Administrative Agent and such Affected Lender.
      The
      effectiveness of such payment or substitution shall be subject to the delivery
      to the Administrative Agent by the Borrower (or, as may be applicable in the
      case of a substitution, by the Substitute Lender) of (i) payment for the account
      of such Affected Lender, of, to the extent accrued through, and outstanding
      on,
      the effective date for such payment or substitution, all Obligations owing
      to
      such Affected Lender with respect to such Facility (including those that will
      be
      owed because of such payment and all Obligations that would be owed to such
      Lender if it was solely a Lender in such Facility), (ii) in the case of a
      payment in full of the Obligations owing to such Affected Lender in the
      Revolving Credit Facility, payment of any amount that, after giving effect
      to
      the termination of the Commitment of such Affected Lender, is required to be
      paid pursuant to Section 2.8(d)
      (Excess
      Outstandings)
      and
      (iii) in the case of a substitution, (A) payment of the assignment fee set
      forth
      in Section 11.2(c)
      and (B)
      an assumption agreement in form and substance reasonably satisfactory to the
      Administrative Agent whereby the Substitute Lender shall, among other things,
      agree to be bound by the terms of the Loan Documents and assume the Commitment
      of the Affected Lender under such Facility.


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    (c) Effectiveness.
      Upon
      satisfaction of the conditions set forth in clause
      (b)
      above,
      the Administrative Agent shall record such substitution or payment in the
      Register, whereupon (i) in the case of any payment in full in any Facility,
      such
      Affected Lender’s Commitments in such Facility shall be terminated and (ii) in
      the case of any substitution in any Facility, (A) the Affected Lender shall
      sell
      and be relieved of, and the Substitute Lender shall purchase and assume, all
      rights and claims of such Affected Lender under the Loan Documents with respect
      to such Facility, except that the Affected Lender shall retain such rights
      expressly providing that they survive the repayment of the Obligations and
      the
      termination of the Commitments, (B) the Substitute Lender shall become a
“Lender”
      hereunder having a Commitment in such Facility in the amount of such Affected
      Lender’s Commitment in such Facility and (C) the Affected Lender shall execute
      and deliver to the Administrative Agent an Assignment to evidence such
      substitution and deliver any Note in its possession with respect to such
      Facility; provided,
      however,
      that
      the failure of any Affected Lender to execute any such Assignment or deliver
      any
      such Note shall not render such sale and purchase (or the corresponding
      assignment) invalid.

     

    ARTICLE III


     

    CONDITIONS
      TO LOANS AND LETTERS OF CREDIT

     

    Section 3.1 Restatement
      Effective Date.
      The
      amendments effected by this Agreement shall not become effective until the
      date
      and time (the “Restatement
      Effective Date”)
      on
      which each of the following conditions have been satisfied:

    
 

    (a) Certain
      Documents.
      The
      Administrative Agent shall have received on or prior to the Restatement
      Effective Date each of the following, each dated the Restatement Effective
      Date
      unless otherwise agreed by the Administrative Agent, in form and substance
      reasonably satisfactory to the Administrative Agent:

     

    (i) this
      Agreement duly executed by Holdings and the Borrower and each Required
      Lender;

     

    (ii) the
      Restatement Fee Letter duly executed by the Borrower;

     

    (iii) duly
      executed favorable opinions of counsel to the Loan Parties in New York, each
      addressed to the Administrative Agent, the L/C Issuers and the Lenders and
      addressing such matters as the Administrative Agent may reasonably
      request;

     

    (iv) a
      copy of
      each Constituent Document of each Loan Party that is on file with any
      Governmental Authority in the jurisdiction of such Loan Party’s organization,
      certified as of a recent date by such Governmental Authority to the extent
      there
      have been any changes to such Constituent Documents since the last date such
      Constituent Documents were delivered to the Administrative Agent, together
      with,
      if applicable, certificates attesting to the good standing of such Loan Party
      in
      such jurisdiction;

     

    (v) a
      certificate of the secretary or other officer of each Loan Party in charge
      of
      maintaining books and records of such Loan Party certifying as to (A) the names
      and signatures of each officer of such Loan Party authorized to execute and
      deliver any Loan Document, (B) the Constituent Documents of such Loan Party
      attached to such certificate are complete and correct copies of such Constituent
      Documents as in effect on the date of such certification (or, for any such
      Constituent Document delivered pursuant to clause
      (iv)
      above or
      otherwise previously delivered, that there have been no changes from such
      Constituent Document so delivered) and (C) the resolutions of such Loan Party’s
      board of directors or other appropriate governing body approving and authorizing
      the execution, delivery and performance of each Loan Document to which such
      Loan
      Party is a party;


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    (b) Fee
      and Expenses.
      There
      shall have been paid to the Administrative Agent, for the account of the
      Administrative Agent, its Related Persons, any L/C Issuer or any Lender, as
      the
      case may be, all fees and all reimbursements of costs or expenses, in each
      case
      due and payable under any Loan Document on or before the Restatement Effective
      Date for which invoices have been presented.

     

    (c) Consents.
      Each
      Group Member shall have received all material consents and authorizations
      required pursuant to any material Contractual Obligation with any other Person
      and shall have obtained all material Permits of, and effected all material
      notices to and filings with, any Governmental Authority, in each case, as may
      be
      necessary in connection with the consummation of the transactions contemplated
      in any Loan Document.

     

    Section 3.2 Conditions
      Precedent to Each Loan and Letter of Credit.
      The
      obligation of each Lender on any date to make any Loan and of each L/C Issuer
      on
      any date to Issue any Letter of Credit is subject to the satisfaction of each
      of
      the following conditions precedent:

    


    (a) Request.
      The
      Administrative Agent (and, in the case of any Issuance, the relevant L/C Issuer)
      shall have received, to the extent required by Article II,
      a
      written, timely and duly executed and completed Notice of Borrowing, Swingline
      Request or, as the case may be, L/C Request.

     

    (b) Representations
      and Warranties; No Defaults.
      The
      following statements shall be true on such date, both before and after giving
      effect to such Loan
      or, as
      applicable, such Issuance: (i) the representations and warranties set forth
      in
      any Loan Document shall be true and correct in all material respects, on and
      as
      of such date or, to the extent such representations and warranties expressly
      relate to an earlier date, on and as of such earlier date and
      (ii) no
      Default shall be continuing.

     

    The
      representations and warranties set forth in any Notice of Borrowing, Swingline
      Request or L/C Request (or any certificate delivered in connection therewith)
      shall be deemed to be made again on and as of the date of the relevant Loan
      or
      Issuance and the acceptance of the proceeds thereof or of the delivery of the
      relevant Letter of Credit.

     

    ARTICLE IV

     

    REPRESENTATIONS
      AND WARRANTIES

     

    To
      induce
      the Lenders, the L/C Issuers and the Administrative Agent to enter into the
      Loan
      Documents, each of Holdings and the Borrower (and, to the extent set forth
      in
      any other Loan Document, each other Loan Party) represents and warrants to
      each
      of them each of the following on and as of each date applicable pursuant to
      Section 3.2:

    

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        AGREEMENT

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        & PHELPS, LLC

    

    
      
        
        

      

      
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    Section 4.1 Corporate
      Existence; Compliance with Law.
      Each
      Group Member (a) is duly organized, validly existing and in good standing under
      the laws of the jurisdiction of its organization, (b) is duly qualified to
      do
      business as a foreign entity and in good standing under the laws of each
      jurisdiction where such qualification is necessary, except where the failure
      to
      be so qualified or in good standing would not, in the aggregate, reasonably
      be
      expected to have a Material Adverse Effect, (c) has all requisite power and
      authority and the legal right to own, pledge, mortgage and operate its material
      property, to lease or sublease any material property it operates under lease
      or
      sublease and to conduct its business as now or currently proposed to be
      conducted, (d) is in compliance with its Constituent Documents in all material
      respects, (e) is in compliance with all applicable Requirements of Law except
      where the failure to be in compliance would not have a Material Adverse Effect
      and (f) has all necessary Permits from or by, has made all necessary filings
      with, and has given all necessary notices to, each Governmental Authority having
      jurisdiction, to the extent required for such ownership, lease, sublease,
      operation, occupation or conduct of business, except where the failure to obtain
      such Permits, make such filings or give such notices would not, in the
      aggregate, reasonably be expected to have a Material Adverse
      Effect.

    


    Section 4.2 Loan
      Documents.
      (a)
      Power
      and Authority.
      The
      execution, delivery and performance by each Loan Party of the Loan Documents
      to
      which it is a party and the consummation of the transactions contemplated
      therein (i) are within such Loan Party’s corporate or similar powers and, at the
      time of execution thereof, have been duly authorized by all necessary corporate
      and similar action (including, if applicable, consent of holders of its
      Securities), (ii) do not (A) contravene such Loan Party’s Constituent Documents,
      (B) violate in any material respect any applicable Requirement of Law,
      (C) conflict with, contravene, constitute a default or breach under, or
      result in or permit the termination or acceleration of, any material Contractual
      Obligation of any Loan Party or any of its Subsidiaries (including other Loan
      Documents) other than those that would not, in the aggregate, reasonably be
      expected to have a Material Adverse Effect or (D) result in the imposition
      of any Lien (other than a Permitted Lien) upon any property of any Loan Party
      or
      any of its Subsidiaries and (iii) do not require any Permit of, or filing with,
      any Governmental Authority or any consent of, or notice to, any Person, other
      than (A) with respect to the Loan Documents, the filings required to perfect
      the
      Liens created by the Loan Documents, (B) those listed on Schedule 4.2
      and that
      have been, or will be prior to the Restatement Effective Date, obtained or
      made,
      copies of which have been, or will be prior to the Restatement Effective Date,
      delivered to the Administrative Agent if so requested by the Administrative
      Agent, and each of which on the Restatement Effective Date will be in full
      force
      and effect and (C) those that, if not obtained, would not, in the aggregate,
      reasonably be expected to have a Material Adverse Effect.

    


    (b) Due
      Execution and Delivery.
      From
      and after its delivery to the Administrative Agent, each Loan Document has
      been
      duly executed and delivered to the other parties thereto by each Loan Party
      party thereto, is the legal, valid and binding obligation of such Loan Party
      and
      is enforceable against such Loan Party in accordance with its terms, except
      as
      enforceability may be limited by applicable bankruptcy, insolvency,
      reorganization, moratorium or similar laws affecting the enforcement of
      creditors’ rights generally and by general equitable principles (whether
      enforcement is sought by proceedings in equity or at law).

    

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        AGREEMENT

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        & PHELPS, LLC

    

    
      
        
        

      

      
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    Section 4.3 Ownership
      of Group Members.
      Set
      forth on Schedule 4.3
      is a
      complete and accurate list showing, as of the Restatement Effective Date, for
      each Group Member (other than Holdings) and each Subsidiary of any Group Member,
      its jurisdiction of organization, the number of shares of each class of Stock
      authorized (if applicable), the number outstanding on the Restatement Effective
      Date and the number and percentage of the outstanding shares of each such class
      owned (directly or indirectly) by the Borrower or Holdings. All outstanding
      Stock of each Group Member has been validly issued, is fully paid and
      non-assessable (to the extent applicable) and, except in the case of Holdings,
      is owned beneficially and of record by a Group Member free and clear of all
      Liens other than the security interests created by the Loan Documents and,
      in
      the case of joint ventures, Permitted Liens. There are no Stock Equivalents
      with
      respect to the Stock of any Group Member (other than Holdings) or any Subsidiary
      of any Group Member and, as of the Restatement Effective Date, except as set
      forth on Schedule 4.3,
      there
      are no Stock Equivalents with respect to the Stock of Holdings. Except as set
      forth on Schedule
      4.3,
      there
      are no Contractual Obligations or other understandings to which any Group Member
      or any Subsidiary of any Group Member is a party with respect to (including
      any
      restriction on) the issuance, voting, Sale or pledge of any Stock or Stock
      Equivalent of any Group Member or any such Subsidiary.

    


    Section 4.4 Financial
      Statements.
      (a)(i)
      Each of (x) the audited Consolidated balance sheet of the Borrower as at
      December 31, 2004 and the related Consolidated statements of income, retained
      earnings and cash flows of the Borrower for the Fiscal Year then ended,
      certified by Grant Thornton LLP, and (y) subject to the absence of footnote
      disclosure and normal recurring year-end audit adjustments, the unaudited
      Consolidated balance sheets of the Borrower as
      at
August
      31, 2005 and
      the
      related Consolidated statements of income and retained earnings of the Borrower
      for the eight months then ended, copies of each of which have been furnished
      to
      the Administrative Agent, fairly present in all material respects the
      Consolidated financial position and results of operations of the Borrower as
      at
      the dates indicated and for the periods indicated in accordance with
      GAAP.

    


    (ii) Each
      of
      (x) the audited balance sheet of the Business (as defined in the Acquisition
      Agreement) as at and for the two year period ending December 31, 2004 and the
      related audited statements of profits and losses for such Business for such
      fiscal years (including the notes thereto and the auditor’s report thereon) and
      (z) subject to the absence of footnote disclosure and normal recurring year-end
      audit adjustments, the unaudited balance sheet of the Business as at August
      31,
      2005 and the related Consolidated statements of income and retained earnings
      of
      the Business for the eight months then ended, copies of each of which have
      been
      furnished to the Administrative Agent, fairly present in each case as of the
      date and for the respective period indicated, in all material respects the
      financial position and results of operations of such Business in accordance
      with
      GAAP.

     

    (b) Prior
      to
      the Original Closing Date, Holdings had no property (other than the Stock of
      the
      Borrower), liabilities or Contractual Obligations (other than the Loan Documents
      and the liabilities thereunder). On the Original Closing Date, and to the best
      of the Borrower’s knowledge with respect to the Acquired Company and its
      Subsidiaries (i) none of the Borrower or the Acquired Company or its
      Subsidiaries has any material liability or other obligation (including
      Indebtedness, Guaranty Obligations, contingent liabilities and liabilities
      for
      taxes, long-term leases and unusual forward or long-term commitments) that
      is
      not reflected in the Financial Statements referred to in clause
      (a)
      above or
      in the notes thereto and not otherwise permitted by this Agreement and (ii)
      since the date of the unaudited Financial Statements referenced in clause
      (a)
      above,
      there has been no Sale of any material property of the Borrower or the Acquired
      Company and its Subsidiaries and no purchase or other acquisition of any
      material property.

    

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        AGREEMENT

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    Section 4.5 Material
      Adverse Effect.
      Since
      December 31, 2004, there have been no events, circumstances, developments or
      other changes in facts that would, in the aggregate, reasonably be expected
      to
      have a Material Adverse Effect.

    


    Section 4.6 Solvency.
      Both
      before and after giving effect to (a) the Loans and Letters of Credit made
      or
      Issued on or prior to the date this representation and warranty is made, (b)
      the
      disbursement of the proceeds of such Loans and (c) the payment and accrual
      of
      all transaction costs in connection with the foregoing, both the Loan Parties
      taken as a whole and the Borrower are Solvent.

    


    Section 4.7 Litigation.
      There
      are no pending (or, to the knowledge of any Group Member, threatened) actions,
      investigations, suits, proceedings, audits, claims, demands, orders or disputes
      affecting the Borrower or any of its Subsidiaries with, by or before any
      Governmental Authority other than those that would not reasonably be expected
      to
      materially adversely affect the Obligations, the Loan Documents and the Letters
      of Credit and would not, in the aggregate, have a Material Adverse
      Effect.

    


    Section 4.8 Taxes.
      Except
      as
      would not have Material Adverse Effect (a) all federal, state, local and foreign
      income and franchise and other material tax returns, reports and statements
      (collectively, the “Tax
      Returns”)
      required to be filed by any Group Member have been filed with the appropriate
      Governmental Authorities in all jurisdictions in which such Tax Returns are
      required to be filed, (b) all such Tax Returns are true and correct in all
      material respects, and (c) all taxes, charges and other impositions reflected
      therein or otherwise due and payable have been paid prior to the date on which
      any Liability may be added thereto for non-payment thereof, except for those
      contested in good faith by appropriate proceedings diligently conducted and
      for
      which adequate reserves are maintained on the books of the appropriate Group
      Member in accordance with GAAP. Except as would not have a Material Adverse
      Effect, no Tax Return is under audit or examination by any Governmental
      Authority and no notice of such an audit or examination or any assertion of
      any
      claim for Taxes has been given or made to any Group Member by any Governmental
      Authority. Proper and accurate amounts have been withheld by each Group Member
      from their respective employees for all periods in compliance with the tax,
      social security and unemployment withholding provisions of applicable
      Requirements of Law and such withholdings have been timely paid to the
      respective Governmental Authorities.
      Except
      as would not have a Material Adverse Effect, no Group Member has participated
      in
      a “reportable transaction” within the meaning of Treasury Regulation
      Section 1.6011-4(b) or has been a member of an affiliated, combined or
      unitary group other than the group of which a Group Member is the common
      parent.

    


    Section 4.9 Margin
      Regulations.
      The
      Borrower is not engaged in the business of extending credit for the purpose
      of,
      and no proceeds of any Loan or other extensions of credit hereunder will be
      used
      for the purpose of, buying or carrying margin stock (within the meaning of
      Regulation U of the Federal Reserve Board) or extending credit to others for
      the
      purpose of purchasing or carrying any such margin stock, in each case in
      contravention of Regulation T, U or X of the Federal Reserve Board.

    


    Section 4.10 No
      Burdensome Obligations; No Distributions; No Defaults.
      No
      Group Member is a party to any Contractual Obligation, no Group Member has
      Constituent Documents containing obligations, and, to the knowledge of any
      Group
      Member, there are no applicable Requirements of Law, in each case the compliance
      with which would have, in the aggregate, a Material Adverse Effect. No Group
      Member (and, to the knowledge of each Group Member, no other party thereto)
      is
      in default under or with respect to any Contractual Obligation of any Group
      Member, other than those that would not, in the aggregate, have a Material
      Adverse Effect.

    

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        AGREEMENT

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        & PHELPS, LLC

    

    
      
        
        

      

      
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    Section 4.11 Investment
      Company Act; Public Utility Holding Company Act.
      No
      Group Member is (a) an “investment company” or an “affiliated person” of, or
“promoter” or “principal underwriter” for, an “investment company”, as such
      terms are defined in the Investment Company Act of 1940 or (b) a “holding
      company” or an “affiliate” of a “holding company” or a “subsidiary company” of a
“holding company”, as each such term is defined and used in the Public Utility
      Holding Company Act of 1935.

    


    Section 4.12 Labor
      Matters.
      There
      are no strikes, work stoppages, slowdowns or lockouts existing, pending (or,
      to
      the knowledge of any Group Member, threatened) against or involving any Group
      Member, except, for those that would not, in the aggregate, reasonably expected
      to have a Material Adverse Effect. Except
      as
      set forth on Schedule 4.12,
      as of
      the Restatement Effective Date, (a) there is no collective bargaining or similar
      agreement with any union, labor organization, works council or similar
      representative covering any employee of any
      Group
      Member, (b) no petition for certification or election of any such representative
      is existing or pending with respect to any employee of any Group Member and
      (c)
      no such representative has sought certification or recognition with respect
      to
      any employee of any Group Member.

    


    Section 4.13 ERISA.
      Schedule 4.13
      sets
      forth, as of the Restatement Effective Date, a complete and correct list of,
      and
      that separately identifies, (a) all Title IV Plans, (b) all Multiemployer Plans
      and (c) all material Benefit Plans. Except for those that would not, in the
      aggregate, have a Material Adverse Effect, (i) each Benefit Plan, and each
      trust
      thereunder, intended to qualify for tax exempt status under Section
      401 or
      501 of
      the Code or other Requirements of Law so qualifies, (ii) each Benefit Plan
      is in
      compliance with applicable provisions of ERISA, the Code and other Requirements
      of Law, (iii) there are no existing or pending (or to the knowledge of any
      Group
      Member, threatened) claims (other than routine claims for benefits in the normal
      course), sanctions, actions, lawsuits or other proceedings or investigation
      involving any Benefit Plan to which any Group Member incurs or otherwise has
      or
      could have an obligation or any Liability, (iv) no ERISA Event has occurred,
      or
      is reasonably expected to occur, in respect of which obligations and liabilities
      (contingent or otherwise) remain outstanding and (v) no
      ERISA
      Affiliate would have any Withdrawal Liability as a result of a complete
      withdrawal from any Multiemployer Plan on the date this representation is
      made.

    

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        AGREEMENT

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        & PHELPS, LLC

    

    
      
        
        

      

      
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    Section 4.14 Environmental
      Matters.
      Except
      as
      set forth on Schedule 4.14
      and
      except as in the aggregate would not reasonably be expected to have a reasonable
      likelihood of resulting in a Material Adverse Effect, (a) the operations of
      each
      Group Member are and have been in compliance with all applicable Environmental
      Laws, including obtaining, maintaining and complying with all Permits required
      by any applicable Environmental Law, (b) no Group Member is party to, and no
      Group Member and no real property currently (or to the knowledge of any Group
      Member previously) owned, leased, subleased, operated or otherwise occupied
      by
      or for any Group Member is subject to or the subject of, any Contractual
      Obligation or any pending (or, to the knowledge of any Group Member, threatened)
      order, action, investigation, suit, proceeding, audit, claim, demand, dispute
      or
      notice of violation or of potential liability or similar notice under or
      pursuant to any Environmental Law, (c) no Lien in favor of any Governmental
      Authority securing, in whole or in part, Environmental Liabilities has attached
      to any property of any Group Member and, to the knowledge of any Group Member,
      no facts, circumstances or conditions exist that could reasonably be expected
      to
      result in any such Lien attaching to any such property, (d) no Group Member
      has
      caused or suffered to occur a Release of Hazardous Materials at, to or from
      any
      real property of any Group Member and each such real property is free of
      contamination by any Hazardous Materials, (e) no Group Member (i) is or has
      been
      engaged in, or has permitted any current or former tenant to engage in,
      operations, or (ii) knows of any facts, circumstances or conditions, including
      receipt of any information request or notice of potential responsibility under
      CERCLA or similar Environmental Laws, that, in the aggregate, would have a
      reasonable likelihood of resulting in material Environmental Liabilities and
      (f)
      each Group Member has made available to the Administrative Agent copies of
      all
      existing material environmental reports, reviews and audits and all material
      documents pertaining to actual or potential Environmental Liabilities, in each
      case to the extent such reports, reviews, audits and documents are in their
      possession, custody or control.

    


    Section 4.15 Intellectual
      Property.
      Each
      Group Member owns or licenses all Intellectual Property that is necessary for
      the operations of its businesses. To the knowledge of each Group Member, (a)
      the
      conduct and operations of the businesses of each Group Member do not infringe,
      misappropriate, dilute, violate or otherwise impair any Intellectual Property
      owned by any other Person in any material respect and (b) except as disclosed
      on
Schedule
      4.15,
      no
      other Person has contested any right, title or interest of any Group Member
      in,
      or relating to, any Intellectual Property, other than, in each case, as cannot
      reasonably be expected to materially adversely affect the Loan Documents and
      the
      transactions contemplated therein and would not, in the aggregate, reasonably
      be
      expected to have a Material Adverse Effect. In addition, except as disclosed
      on
Schedule
      4.15,
      (x) there are no pending (or, to the knowledge of any Group Member,
      threatened) actions, investigations, suits, proceedings, audits, claims,
      demands, orders or disputes affecting any Group Member with respect to, (y)
      no
      judgment or order regarding any such claim has been rendered by any competent
      Governmental Authority, no settlement agreement or similar Contractual
      Obligation has been entered into by any Group Member, with respect
      to
      and (z)
      no Group Member knows or has any reason to know of any valid basis for any
      claim
      based on, any such infringement, misappropriation, dilution, violation or
      impairment or contest, other than, in each case, as cannot reasonably be
      expected to materially adversely affect the Loan Documents and the transactions
      contemplated therein and would not, in the aggregate, reasonably be expected
      to
      have a Material Adverse Effect.

    


    Section 4.16 Title;
      Real Property.
      (a)
      Each
      Group Member has good and marketable fee simple title to all material owned
      real
      property and valid leasehold interests in all material leased real property,
      and
      owns all personal property, in each case that is purported to be owned or leased
      by it, including those reflected on the most recent Financial Statements
      delivered by the Borrower, in each case,
      except
      as would not be reasonably expected to have a Material Adverse Effect and none
      of such property is subject to any Lien except Permitted Liens.

    


    (b) Set
      forth
      on Schedule 4.16
      is, as
      of the Restatement Effective Date, (i) a complete and accurate list of all
      real
      property with a fair market value in excess of $2,000,000
      owned
      in
      fee simple by any Group Member setting forth, for each such real property,
      the
      current street address (including, where applicable, county, state and other
      relevant jurisdictions), the record owner thereof and, where applicable, each
      lessee and sublessee thereof, and (ii) for each such real property that the
      Administrative Agent has requested be subject to a Mortgage or that is otherwise
      material to the business of any Group Member, each Contractual Obligation by
      any
      Group Member, whether contingent or otherwise, to Sell such real
      property.

    

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        AGREEMENT

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    Section 4.17 Full
      Disclosure.
      The
      written information prepared or furnished by or on behalf of any Group Member
      in
      connection with any Loan Document (including the information contained in any
      Financial Statement or Disclosure Document, but excluding any projections and
      pro forma
      information contained therein), when taken as a whole, does not contain, as
      of
      the date prepared or furnished, any untrue statement of a material fact or
      omit
      to state a material fact necessary to make the statements contained therein,
      in
      light of the circumstances when made, not materially misleading.
      All
      projections that are part of such information (including those set forth in
      any
      Projections delivered subsequent to the Original Closing Date) are based upon
      estimates and assumptions believed to be reasonable as of the date made in
      light
      of conditions and facts then known and, as of such date, reflect good faith
      estimates of the information projected for the periods set forth therein, it
      being recognized by the Administrative Agent and the Lenders that such financial
      information as it relates to future events is not to be viewed as fact and
      that
      actual results during the period or periods covered by such financial
      information may differ from the projected results set forth therein by a
      material amount. 

    


    Section
      4.18 Duff
      & Phelps Corporation.
      As of
      the Restatement Effective Date, DPC has not engaged in any business, operations
      or activity, or held any property, other than (i) holding Stock and Stock
      Equivalents of Holdings and performing its obligations as managing member of
      Holdings, (ii) issuing, registering, selling and redeeming its own Stock (and
      Stock Equivalents), (iii) paying taxes and performing its obligations under
      the
      Tax Receivable Agreement, (iv) holding directors’ and shareholders’ meetings,
      preparing corporate and similar records and other activities required to
      maintain its separate corporate or other legal structure, (v) preparing reports
      to, and preparing and making notices to and filings with, Governmental
      Authorities and to its holders of Stock and Stock Equivalents (vi) receiving,
      and holding proceeds of Restricted Payments of Holdings and distributing the
      proceeds thereof to its shareholders, (vii) executing such documents as are
      necessary to consummate any Permitted Acquisition including the issuance of
      its
      own Stock and Stock Equivalents and complying with the requirements thereof
      so
      long as no other Indebtedness or liabilities are incurred by DPC in connection
      therewith and (viii) activities reasonably related or ancillary to any of the
      foregoing activities.

    


    ARTICLE V

     

    FINANCIAL
      COVENANTS

     

    Each
      of
      Holdings and the Borrower agrees with the Lenders, the L/C Issuers and the
      Administrative Agent to each of the following, as long as any Obligation or
      any
      Commitment remains outstanding:

    


    Section 5.1 Maximum
      Consolidated Senior Leverage Ratio.
      DPC
      shall not have, on the last day of any Fiscal Quarter ending during (including
      the last day of) any period set forth below, a Consolidated Senior Leverage
      Ratio greater than the maximum ratio set
      forth
      opposite such period:

    

      CREDIT
        AGREEMENT

      DUFF
        & PHELPS, LLC

    

    
      
        
        

      

      
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                PERIOD

              	 	
                MAXIMUM
                  CONSOLIDATED 

                SENIOR
                  LEVERAGE RATIO

              
	
                From
                  the Original Closing Date 

                to
                  and including June 30, 2007 

              	 	
                 

                3.50
                  to 1.00

              
	
                From
                  July 1, 2007 

                to
                  and including June 30, 2008 

              	 	
                 

                3.25
                  to 1.00

              
	
                From
                  July 1, 2008 

                and
                  Thereafter

              	 	
                 

                3.00
                  to 1.00

              


      

    

    


    Section 5.2 Minimum
      Consolidated Fixed Charge Coverage Ratio.
      DPC
      shall
      not have, on the last day of any Fiscal Quarter, a Consolidated Fixed Charge
      Coverage Ratio for the period of four (4) Fiscal Quarters ending on such day
      less than 3.00
      to
      1.00.

     

    ARTICLE VI

     

    REPORTING
      COVENANTS

     

    Each
      of
      Holdings and the Borrower (and, to the extent set forth in any other Loan
      Document, each other Loan Party) agrees with the Lenders, the L/C Issuers and
      the Administrative Agent to each of the following, as long as any Obligation
      or
      any Commitment remains outstanding:

    


    Section 6.1 Financial
      Statements.
      The
      Borrower shall deliver to the Administrative Agent each of the
      following:

    


    (a) Intentionally
      Omitted.

     

    (b) Quarterly
      Reports.
      Within
      45 days after the end of each of the first three Fiscal Quarters of each Fiscal
      Year thereafter, the Consolidated unaudited balance sheet of DPC as of the
      close
      of such Fiscal Quarter and related Consolidated statements of income and cash
      flow for such Fiscal Quarter and that portion of the Fiscal Year ending as
      of
      the close of such Fiscal Quarter, setting forth in comparative form the figures
      for the corresponding period in the prior Fiscal Year, in each case certified
      by
      a Responsible Officer of the Borrower as fairly presenting in all material
      respects the Consolidated financial position, results of operations and cash
      flow of DPC as at the dates indicated and for the periods indicated in
      accordance with GAAP (subject to the absence of footnote disclosure and normal
      year-end audit adjustments); provided,
      that
      electronic filing of such Consolidated Financial Statements through EDGAR in
      the
      ordinary course of business shall constitute delivery for purposes of this
      Section
      6.1.

     

    (c) Annual
      Reports.
      Within
      90
      days
      after the end of each Fiscal Year
      thereafter,
      the
      Consolidated balance sheet of DPC as of the end of such year and related
      Consolidated statements of income, stockholders’ equity and cash flow for such
      Fiscal Year, each prepared in accordance with GAAP, together with a
      certification by the Group Members’ Accountants that (i) such Consolidated
      Financial Statements fairly present in all material respects the Consolidated
      financial position, results of operations and cash flow of DPC as at the dates
      indicated and for the periods indicated therein in accordance with GAAP without
      qualification as to the scope of the audit or as to going concern and without
      any other similar qualification (other than a going concern qualification due
      to
      the fact that the Scheduled Revolving Credit Termination Date is in the same
      calendar year as the date on which the Consolidated Audited Financial Statements
      are delivered) and (ii) in the course of the regular audit of the businesses
      of
      the Group Members, which audit was conducted in accordance with generally
      accepted auditing standards, such Group Members’ Accountants have obtained no
      knowledge that a Default in respect of any financial covenant contained in
      Article V
      is
      continuing or, if in the opinion of the Group Members’ Accountants such a
      Default is continuing, a statement as to the nature thereof); provided,
      that
      electronic filing of such Consolidated Financial Statements through EDGAR in
      the
      ordinary course of business shall constitute delivery for purposes of this
      Section
      6.1.

    

      CREDIT
        AGREEMENT

      DUFF
        & PHELPS, LLC

    

    
      
        
        

      

      
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    (d) Compliance
      Certificate.
      Together with each delivery of any Financial Statement pursuant to clause (b)
      or
      (c) above, a Compliance Certificate duly executed by a Responsible Officer
      of
      the Borrower
      that,
      among other things, (i) in the case of any Financial Statement pursuant to
      clause
      (c)
      above,
      if applicable, shows in reasonable detail the calculations used in determining
      Excess Cash Flow, (ii) demonstrates compliance with each financial covenant
      contained in Article V
      that is
      tested at least on a quarterly basis and (iii) states that no Default is
      continuing as of the date of delivery of such Compliance Certificate or, if
      a
      Default is continuing, states the nature thereof and the action that the
      Borrower proposes to take with respect thereto.

     

    (e) Corporate
      Chart and Other Collateral Updates.
      Together with the Financial Statements delivered pursuant to clause
      (c)
      above,
      each in form and substance reasonably satisfactory to the Administrative Agent,
      a certificate by a Responsible Officer of the Borrower that (i) the Corporate
      Chart attached thereto (or the last Corporate Chart delivered pursuant to this
      clause
      (e))
      is
      correct and complete as of the date of such Compliance Certificate or indicating
      any changes therein, (ii) the Loan Parties have delivered all documents
      (including updated schedules as to the
      acquisition of real property or as to the creation or acquisition of
      Intellectual Property) they are required to deliver pursuant to any Loan
      Document on or prior to the date of delivery of such Compliance Certificate
      and
      (iii) complete and correct copies of all documents modifying any material
      term of any Constituent Document of any Group Member or any Subsidiary or joint
      venture thereof on or prior to the date of delivery of such Compliance
      Certificate have been delivered to the Administrative Agent or are attached
      to
      such certificate.

     

    (f) Annual
      Budget.
      Within
      60 days after the beginning of each Fiscal Year, the annual budget of DPC for
      such Fiscal Year, including in such budget a projected year-end Consolidated
      balance sheet, income statement and statement of cash flows, in each case,
      for
      each Fiscal Quarter in such Fiscal Year. 

     

    (g) Management
      Discussion and Analysis.
      On the
      date of delivery of any Financial Statement pursuant to clause (b) or (c) above,
      a discussion and analysis of the financial condition and results of operations
      of the Group Members for the portion of the Fiscal Year then elapsed and
      discussing the reasons for any significant variations from the figures for
      the
      corresponding period in the previous Fiscal Year; provided
      that
      electronic filing of such discussion and analysis through EDGAR in the ordinary
      course of business shall constitute delivery for purposes of this Section
      6.1(g).

    

      CREDIT
        AGREEMENT

      DUFF
        & PHELPS, LLC

    

    
      
        
        

      

      
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    (h) Audit
      Reports, Management Letters, Etc.
      Together with each delivery of any Financial Statement for any Fiscal Year
      pursuant to clause (c)
      above,
      copies of each audit report received by DPC or the Borrower from any independent
      registered certified public accountant (including the Group Members’
Accountants) in connection with such Financial Statements or any audit thereof
      and such other similar reports or letters as the Administrative Agent may
      reasonably request, each certified to be complete and correct copies by a
      Responsible Officer of the Borrower as part of the Compliance Certificate
      delivered in connection with such Financial Statements; provided
      that
      electronic filing of such reports and letter through EDGAR in the ordinary
      course of business shall constitute delivery for purposes of this Section
      6.1(h).

     

    (i) Insurance.
      Within
      30 days following the delivery of any Financial Statement for any Fiscal Year
      pursuant to clause
      (c)
      above,
      each in form and substance satisfactory to the Administrative Agent and
      certified as complete and correct by a Responsible Officer of the Borrower
      as
      part of the Compliance Certificate delivered in connection with such Financial
      Statements, a summary of all material insurance coverage maintained as of the
      date thereof by any Group Member, together with such other related documents
      and
      information as the Administrative Agent may reasonably require.

     

    Section 6.2 Other
      Events.
      The
      Borrower shall give the Administrative Agent notice of each of the following
      (which may be made by telephone if promptly confirmed in writing) promptly
      after
      any Responsible Officer of any Group Member knows or has reason to know of
      it:
      (a)(i) any Default and (ii) any event that would reasonably be expected to
      have
      a Material Adverse Effect, specifying, in each case, the nature and anticipated
      effect thereof and any action proposed to be taken in connection therewith,
      (b)
      any equity issuance or asset sale reasonably expected to result in a mandatory
      payment of the Obligations pursuant to Section 2.8(b)
      or
      2.8(c)(i),
      respectively, stating the material terms and conditions of such transaction
      and
      estimating the Net Cash Proceeds thereof, (c) the commencement of, or any
      material developments in, any action, investigation, suit, proceeding, audit,
      claim, demand, order or dispute with, by or before any Governmental Authority
      affecting any Group Member or any property of any Group Member that would
      reasonably be expected to have a Material Adverse Effect.

    


    Section 6.3 Purchase
      Agreements.
      The
      Borrower shall promptly deliver to the Administrative Agent copies of each
      of
      the following: (a) all material
      documents that any Group Member files with the Securities and Exchange
      Commission, any securities exchange or any Governmental Authority exercising
      similar functions, (b)
      all
      press releases not made available directly to the general public, (c)
      all
      material documents transmitted or received pursuant to, or in connection with,
      any Purchase Agreement and (d)
      any
      material document transmitted or received pursuant to, or in connection with,
      any Contractual Obligation governing Subordinated Debt in excess of $5,000,000
      of any Group Member; provided
      that
      electronic filing of any of the documents or materials referred to in clauses
      (a) through (c) above through EDGAR in the ordinary course of business shall
      constitute delivery for purposes of this Section
      6.3.

    


    Section 6.4 Taxes.
      The
      Borrower shall give the Administrative Agent notice of each of the following
      (which may be made by telephone if promptly confirmed in writing) promptly
      after
      any Responsible Officer of any Group Member knows or has reason to know of
      it:
      (a) the creation, or filing with the IRS or any other Governmental Authority,
      of
      any agreement or other document extending, or having the effect of extending,
      the period for assessment or collection of any taxes with respect to any Group
      Member, which would have a Material Adverse Effect, and (b) the creation of
      any
      agreement of any Group Member, or the receipt of any request directed to any
      Group Member, to make any adjustment under Section 481(a) of the Code, by reason
      of a change in accounting method or otherwise, which would have a Material
      Adverse Effect.

    

      CREDIT
        AGREEMENT

      DUFF
        & PHELPS, LLC

    

    
      
        
        

      

      
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    Section 6.5 ERISA
      Matters.
      The
      Borrower shall give the Administrative Agent (a) on or prior to any filing
      by any ERISA Affiliate of any notice of intent to terminate any Title IV
      Plan, a copy of such notice and (b) promptly, and in any event within 10 days,
      after any Responsible Officer of any ERISA Affiliate knows or has reason to
      know
      that a request for a minimum funding waiver under Section 412 of the Code has
      been filed with respect to any Title IV Plan or Multiemployer Plan, a
      notice (which may be made by telephone if promptly confirmed in writing)
      describing such waiver request and any action that any ERISA Affiliate proposes
      to take with respect thereto, together with a copy of any notice filed with
      the
      PBGC or the IRS pertaining thereto.

    


    Section 6.6 Environmental
      Matters.
      (a)
      The
      Borrower shall provide the Administrative Agent notice of each of the following
      (which may be made by telephone if promptly confirmed by the Administrative
      Agent in writing) promptly after any Responsible Officer of any Group Member
      knows or has reason to know of it (and, upon reasonable request of the
      Administrative Agent, documents and information in connection therewith):
(i)(A) unpermitted
      Releases, (B) the receipt by any Group Member of any notice of violation of
      or
      potential liability or similar notice under, or the existence of any condition
      that could reasonably be expected to result in violations of or liabilities
      under, any Environmental Law or (C) the commencement of, or any material change
      to, any action, investigation, suit, proceeding, audit, claim, demand, dispute
      alleging a violation of or liability under any Environmental Law, that, in
      the
      aggregate for clauses
      (A),
      (B)
      and
(C)
      above
      (and, in the case of clause (C),
      if
      adversely determined), would reasonably be expected to
      result
      in Environmental Liabilities in excess of $500,000, (ii) the receipt by any
      Group Member of notification that
      any
      property of any Group Member is subject to any Lien in favor of any Governmental
      Authority securing, in whole or in part, Environmental Liabilities
      and
      (iii) any proposed acquisition or lease of real property (except as part of
      any
      Permitted Acquisition) if such acquisition or lease would have a reasonable
      likelihood of resulting in aggregate Environmental Liabilities in excess of
      $500,000.

    


    (b) Upon
      reasonable request of the Administrative Agent, the Borrower shall provide
      the
      Administrative Agent a report containing an update as to the status of any
      environmental, health or safety compliance, hazard or liability issue identified
      in any document delivered to any Secured Party pursuant to any Loan Document
      or
      as to any condition reasonably believed by the Administrative Agent to result
      in
      material Environmental
      Liabilities.

     

    Section 6.7 Other
      Information.
      The
      Borrower shall provide the Administrative Agent with such other documents and
      information with respect to the business, property, financial condition, legal,
      financial or corporate affairs or operations of any Group Member as the
      Administrative Agent or such Lender through the Administrative Agent may from
      time to time reasonably request. 

    

      CREDIT
        AGREEMENT

      DUFF
        & PHELPS, LLC

    

    
      
        
        

      

      
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    ARTICLE VII

     

    AFFIRMATIVE
      COVENANTS

     

    Each
      of
      Holdings and the Borrower (and, to the extent set forth in any other Loan
      Document, each other Loan Party) agrees with the Lenders, the L/C Issuers and
      the Administrative Agent to each of the following, as long as any Obligation
      or
      any Commitment remains outstanding:

    


    Section 7.1 Maintenance
      of Corporate Existence.
      Each
      Group Member shall (a) preserve and maintain its legal existence, except in
      the consummation of transactions expressly permitted by Sections
      8.4
      and
8.7
      or in
      the consummation of the
      merger, consolidation or amalgamation of any Non-Material Subsidiary into any
      Loan Party or the liquidation or dissolution of any Domestic Non-Material
      Subsidiary (so long as the assets of such Domestic Non-Material Subsidiary
      are
      transferred to a Loan Party in connection with the consummation of such
      liquidation or dissolution),
      and (b)
      preserve and maintain it rights (charter and statutory), privileges, franchises
      and Permits necessary or desirable in the conduct of its business, except,
      in
      the case of this clause
      (b),
      where
      the failure to do so would not, in the aggregate, reasonably be expected to
      have
      a Material Adverse Effect.
      For
      purposes of this Section
      7.1
      a
      Subsidiary shall be deemed a Non-Material Subsidiary to the extent it complies
      with subsections (i)(x) and (ii)(x) of the definition thereof.

    


    Section 7.2 Compliance
      with Laws, Etc.
      Each
      Group Member shall comply with all applicable Requirements of Law, Contractual
      Obligations and Permits, except for such failures to comply that would not,
      in
      the aggregate, reasonably be expected to have a Material Adverse
      Effect.

    


    Section 7.3 Intentionally
      Omitted.
      

    


    Section 7.4 Maintenance
      of Property.
      Each
      Group Member shall maintain and preserve (a) in good working order and condition
      all of its property necessary in the conduct of its business and (b) all rights,
      permits, licenses, approvals and privileges (including all Permits) necessary,
      used or useful, whether because of its ownership, lease, sublease or other
      operation or occupation of property or other conduct of its business, and shall
      make all necessary or appropriate filings with, and give all required notices
      to, Government Authorities, except for such failures to maintain and preserve
      the items set forth in clauses
      (a)
      and
(b)
      above
      that would not, in the aggregate, reasonably be expected to have a Material
      Adverse Effect.

    


    Section 7.5 Maintenance
      of Insurance.
      Each
      Group Member shall (a) maintain or cause to be maintained in full force and
      effect all policies of insurance of any kind with respect to the property and
      businesses of the Group Members with financially sound and reputable insurance
      companies or associations (in each case that are not Affiliates of the Borrower)
      of a nature and providing such coverage as is customarily carried by businesses
      of the size and character of the business of the Group Members and (b) cause
      all
      such insurance relating to any property or business of any Loan Party to name
      the Administrative Agent on behalf of the Secured Parties as additional insured
      or loss payee, as appropriate, to assign each business interruption policy
      pursuant to documents reasonably satisfactory to the Administrative Agent (and
      accepted by the applicable insurer), and to provide that no cancellation,
      material addition in amount or material change in coverage shall be effective
      until after 30 days’ notice thereof to the Administrative Agent.

    

      CREDIT
        AGREEMENT

      DUFF
        & PHELPS, LLC

    

    
      
        
        

      

      
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    Section 7.6 Keeping
      of Books.
      The
      Group Members shall keep proper books of record and account, in which full,
      true
      and correct entries
      in all
      material respects
      shall be
      made in accordance with GAAP (or, if such Group Member is not a Domestic Person,
      such other applicable accounting standards as are customary under good business
      practices in the applicable jurisdiction) and all other applicable Requirements
      of Law of all financial transactions and the assets and business of each Group
      Member.

    


    Section 7.7 Access
      to
      Books and Property.
      Each
      Group Member shall permit the Administrative Agent, once per Fiscal Year or,
      while an Event of Default is continuing, the Administrative Agent, the Lenders
      and any Related Person of any of them, as often as reasonably requested, in
      each
      case, at any reasonable time during normal business hours and with reasonable
      advance notice to (a) visit and inspect the property of each Group Member and
      examine and make copies of and abstracts from, the corporate (and similar),
      financial, operating and other books and records of each Group
      Member,
      (b)
      discuss the affairs, finances and accounts of each Group Member with any
      Responsible Officer or director
      of any
      Group Member and (c) communicate directly with any registered certified public
      accountants (including the Group Members’ accountants) of any Group Member (and
      upon the reasonable request of the Administrative Agent, each Group Member
      shall
      authorize their respective certified public accountants (including the Group
      Members’ Accountants) to communicate directly with the Administrative Agent, the
      Lenders and their Related Persons and, in connection therewith, to disclose
      to
      the Administrative Agent, the Lenders and their Related Persons all financial
      statements and other material documents and information as they might have
      and
      the Administrative Agent or any Lender reasonably requests with respect to
      any
      Group Member). 

    


    Section 7.8 Environmental.
      Each
      Group Member shall comply with, and maintain its real
      property, whether owned, leased, subleased or otherwise operated or occupied,
      in
      compliance with, all applicable Environmental Laws (including by implementing
      any Remedial Action necessary to achieve such compliance or that is required
      by
      orders and directives of any Governmental Authority) except for failures to
      comply that would not, in the aggregate, have a Material Adverse Effect. Without
      limiting the foregoing, if an Event of Default is continuing or if the
      Administrative Agent at any time has a reasonable basis to believe that there
      exist violations of Environmental Laws by any Group Member or that there exist
      any Environmental Liabilities, in each case, that would, in the aggregate,
      reasonably be expected to have
      a
      Material Adverse Effect, then each Group Member shall, promptly upon receipt
      of
      request from the Administrative Agent, cause the performance of, and allow
      the
      Administrative Agent and its Related Persons access to such real property for
      the purpose of conducting, such environmental audits and assessments, including,
      if appropriate, subsurface sampling of soil and groundwater, and cause the
      preparation of such reports, in each case as the Administrative Agent may from
      time to time reasonably request. Such audits, assessments and reports, to the
      extent not conducted by the Administrative Agent or any of its Related Persons,
      shall be conducted and prepared by reputable environmental consulting firms
      reasonably acceptable to the Administrative Agent and shall be in form and
      substance reasonably acceptable to the Administrative Agent.

    


    Section 7.9 Use
      of
      Proceeds.
      The
      proceeds of the Loans shall be used by the Borrower (and, to the extent
      distributed to them by the Borrower, each other Group Member) solely (a) for
      the
      payment of transaction costs, fees and expenses incurred in connection with
      the
      Loan Documents and the transactions contemplated therein, (b) for Permitted
      Acquisitions and (c) for working capital and general corporate and similar
      purposes.

    

      CREDIT
        AGREEMENT

      DUFF
        & PHELPS, LLC

    

    
      
        
        

      

      
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    Section 7.10 Additional
      Collateral and Guaranties.
      To the
      extent not delivered to the Administrative Agent on or before the Restatement
      Effective Date (including in respect of after-acquired property, Persons that
      become Subsidiaries of any Loan Party after the Restatement Effective Date
      of
      Holdings and any assets or Subsidiary (and its Stock) acquired in connection
      with a Permitted Acquisition and any Non-Material Subsidiary that ceases to
      be a
      Non-Material Subsidiary but continues to be a Subsidiary), each Group Member
      (including each Domestic Non-Material Subsidiary) shall, promptly, do each
      of
      the following, unless otherwise agreed by the Administrative Agent:

    


    (a) deliver
      to the Administrative Agent a Joinder Agreement together with such other
      modifications to the terms of the Loan Documents (or, to the extent applicable
      as determined by the Administrative Agent, such other documents), in each case
      in form and substance reasonably satisfactory to the Administrative Agent and
      as
      the Administrative Agent deems reasonably necessary or advisable in order to
      ensure the following:

     

    (i) (A)
      each
      Wholly Owned Subsidiary of any Loan Party shall guaranty, as primary obligor
      and
      not as surety, the payment of the Obligations of the Borrower and (B) each
      other
      Subsidiary of any Loan Party that has entered into Guaranty Obligations with
      respect to any Indebtedness of the Borrower shall guaranty as primary obligor
      and not as surety, the payment of the Obligations of the Borrower;
      and

     

    (ii) each
      Loan
      Party (including any Person required to become a Guarantor pursuant to
clause
      (i)
      above)
      shall effectively grant to the Administrative Agent, for the benefit of the
      Secured Parties, a valid and enforceable security interest in substantially
      all
      of its property, including all of its Stock and Stock Equivalents and other
      Securities, as security for the Obligations of such Loan Party;

     

    provided,
      however,
      that in
      no event shall (w) any Excluded Subsidiary be required to guaranty the payment
      of any Obligation, (x) the Loan Parties, individually or collectively, be
      required to pledge in excess of 65% of the outstanding Voting Stock of any
      Excluded Subsidiary (except that notwithstanding the foregoing, the Loan Parties
      shall be required to pledge 100% of the Stock of Chanin Capital LLC and shall
      not be required to pledge any of the Stock of Chanin Shared Opportunity Fund
      LLC
      or Chanin Investment Fund LLC), (y) a security interest be required to be
      granted on any property of any Excluded Subsidiary as security for any
      Obligation or (z) any Non-Material Subsidiary (that is not a Domestic Person)
      be
      required to deliver to the Administrative Agent documentation governed by the
      laws of a jurisdiction outside the United States evidencing any guaranty or
      security for any Obligation;

     

    (b) deliver
      to the Administrative Agent all certificates and instruments representing all
      Stock, Stock Equivalents and other Securities pledged pursuant to the documents
      delivered pursuant to clause
      (a)
      above,
      together with undated powers or endorsements duly executed in
      blank;

    

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    (c) upon
      request of the Administrative Agent, deliver to it a Mortgage on any real
      property with a fair market value in excess of $2,000,000 owned by any Loan
      Party, together with all Mortgage Supporting Documents relating thereto (or,
      if
      such real property is located in a jurisdiction outside the United States and
      owned by a Loan Party, similar documents deemed appropriate by the
      Administrative Agent to obtain the equivalent in such jurisdiction of a mortgage
      on such real property); 

     

    (d) at
      the
      reasonable request of the Administrative Agent, take all other actions
      reasonably necessary or advisable to ensure the validity or continuing validity
      of any guaranty for any Obligation or any Lien securing any Obligation, to
      perfect, maintain, evidence or enforce any Lien securing any Obligation or
      to
      ensure such Liens have the same priority as that of the Liens on similar
      Collateral set forth in the Loan Documents executed on the Original Closing
      Date
      (or, for Collateral located outside the United States, a similar priority
      acceptable to the Administrative Agent), including the filing of UCC financing
      statements in such jurisdictions as may be required by the Loan Documents or
      applicable Requirements of Law or as the Administrative Agent may otherwise
      reasonably request;

     

    (e) at
      the
      reasonable request of the Administrative Agent, deliver to the Administrative
      Agent legal opinions relating to the matters described in this Section 7.10,
      which
      opinions shall be as reasonably required by, and in form and substance and
      from
      counsel reasonably satisfactory to, the Administrative Agent.

     

    Section 7.11 Deposit
      Accounts; Securities Accounts and Cash Collateral Accounts.
      (a)
      Each
      Group Member (other than Excluded Subsidiaries) shall (i) deposit all of its
      cash in deposit accounts that are Controlled Deposit Accounts in each case
      except for cash the aggregate value of which does not exceed $1,000,000 at
      any
      time, provided,
      however,
      that
      each Group Member may maintain zero-balance accounts for the purpose of managing
      local disbursements and may maintain payroll, withholding tax and other
      fiduciary accounts, and (ii) deposit all of its Cash Equivalents in
      securities accounts that are Controlled Securities Accounts.

    


    (b) The
      Administrative Agent shall not have any responsibility for, or bear any risk
      of
      loss of, any investment or income of any funds in any Cash Collateral Account.
      From time to time after funds are deposited in any Cash Collateral Account,
      the
      Administrative Agent may, during the continuance of an Event of Default, apply
      funds then held in such Cash Collateral Account to the payment of Obligations
      in
      accordance with Section 2.12.

     

    Section 7.12 Interest
      Rate Contracts.
      The
      Borrower shall maintain Interest Rate Contracts on terms and with counterparties
      reasonably satisfactory to the Administrative Agent, to provide protection
      against fluctuation of interest rates until the 3rd anniversary of the Original
      Closing Date for a notional amount equal to at least 50% of the aggregate
      principal amount of the Term Loan Facility.

    


    Section 7.13 Payment
      of Taxes.
      Each
Group
      Member shall properly prepare and file all material tax returns and
      shall
      timely pay and discharge (or cause to be paid and discharged) all material
      taxes, assessments and governmental and other charges or levies imposed upon
      it
      or upon its income or profits, or upon property belonging to it and all other
      material lawful claims that if unpaid would, by the operation of applicable
      Requirements of Law, become a Lien upon any property of any Group Member;
provided,
      however,
      that
      such Group Member shall not be required to pay any such tax, assessment, charge,
      levy or that is being contested in good faith by appropriate proceedings and
      for
      which the affected Group Member shall have set aside on its books adequate
      reserves with respect thereto in conformance with GAAP.

    

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        AGREEMENT

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        & PHELPS, LLC

    

    
      
        
        

      

      
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    ARTICLE VIII

     

    NEGATIVE
      COVENANTS

     

    Each
      of
      Holdings and the Borrower (and, to the extent set forth in any other Loan
      Document, each other Loan Party) agrees with the Lenders, the L/C Issuers and
      the Administrative Agent to each of the following, as long as any Obligation
      or
      any Commitment remains outstanding:

    


    Section 8.1 Indebtedness.
      No
      Group Member shall, directly or indirectly, incur or otherwise remain liable
      with respect to or responsible for, any Indebtedness except for the
      following:

    


    (a) the
      Obligations;

     

    (b) Indebtedness
      existing on the date hereof and set forth on Schedule 8.1,
      together with any Permitted Refinancing of any Indebtedness permitted hereunder
      in reliance upon this clause
      (b);

     

    (c) Indebtedness
      consisting of Capitalized Lease Obligations (other than with respect to a lease
      entered into as part of a Sale and Leaseback Transaction) and purchase money
      Indebtedness, in each case incurred by any Group Member (other than Holdings)
      to
      finance the acquisition, repair, improvement or construction of fixed or capital
      assets of such Group Member, together with any Permitted Refinancing of any
      Indebtedness permitted hereunder in reliance upon this clause
      (c);
      provided,
      however,
      that
      the aggregate outstanding principal amount of all such Indebtedness does not
      exceed $500,000 at any time;

     

    (d) Capitalized
      Lease Obligations arising under Sale and Leaseback Transactions permitted
      hereunder in reliance upon Section 8.4(b)(ii);

     

    (e) intercompany
      loans owing to any Group Member and constituting Permitted Investments of such
      Group Member;

     

    (f) (i)
      obligations under Interest Rate Contracts entered into to comply with
Section 7.12
      and (ii)
      obligations under other Hedging Agreements entered into for the sole purpose
      of
      hedging in the normal course of business;

     

    (g) Guaranty
      Obligations of any Group Member with respect to Indebtedness and other
      obligations of any Group Member other than Holdings so long as to the extent
      the
      Indebtedness or obligations are those of a Group Member that is not a Loan
      Party, such Guaranty Obligations (if made by a Loan Party) are permitted by
      Section
      8.3(e)(iii);

     

    (h) Group
      Members may (i) incur
      or
      otherwise remain liable with respect to or responsible for Subordinated Debt
      with
      no
      requirement to pay (or adverse consequence for failing to pay) in cash any
      principal, interest, fees or expenses (other than customary fees and expenses
      payable at closing of such Subordinated Debt) prior to payment in full of the
      Obligations under the Loan Documents and the termination of all Commitments
      and
      Letters of Credit and (ii) incur and otherwise remain liable for Subordinated
      Debt other than that described in the foregoing clause (i), in an aggregate
      principal amount not in excess of $80,000,000; 

    

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    (i)
       Indebtedness
      of any Foreign Subsidiary of any of the Borrower or its Subsidiaries,
Chanin
      or
      its Subsidiaries, or Duff & Phelps K.K.,
      in each
      case, as to which no Loan Party other than a Foreign Subsidiary has any
      liability, other than liability that is incurred in reliance on Section
      8.3(e)(iii);
      provided,
      however,
      that
the
      aggregate outstanding principal amount of all such Indebtedness shall not exceed
      $3,000,000
      (or the
      Dollar Equivalent thereof) at any time; 

     

    (j) promissory
      notes issued by Holdings in accordance with its limited liability company
      agreement in connection with the redemption, purchase or other acquisition
      or
      retirement of the Stock (or Stock Equivalents with respect to such Stock) of
      Holdings or DPC;

     

    (k)
       any
      Indebtedness of any Group Member; provided,
      however,
      that
      the aggregate outstanding principal amount of all such Indebtedness shall not
      exceed $10,000,000 at any time and no more than $2,000,000 in principal amount
      of such Indebtedness may be secured at any time; 

     

    (l) Indebtedness
      assumed in connection with Permitted Acquisitions; provided,
      however,
      that
      (i) the aggregate outstanding principal amount of all such Indebtedness shall
      not exceed $25,000,000
      at any
      time; (ii) such Indebtedness is not created in contemplation or in connection
      with such Permitted Acquisition and (iii) no more than 50% of the aggregate
      amounts payable in connection with, and other consideration for (in each case,
      including all transaction costs and all Indebtedness, liabilities and Guaranty
      Obligations incurred or assumed in connection therewith or otherwise reflected
      in a Consolidated balance sheet of Holdings and the Proposed Acquisition Target)
      any Permitted Acquisition shall be Indebtedness permitted hereunder in reliance
      upon this clause
      (l);
      and

     

    (m) Indebtedness
      arising under section 1.5 of the Chanin Purchase Agreement and Indebtedness
      of
      Chanin & Company, LLC in respect of reimbursement and other obligations in
      respect of that certain letter of credit issued by Northern Trust Bank of
      California, N.A. on October 19, 2006 for account of Chanin & Company, LLC,
      for the benefit of 330 Madison Company LLC in the original face amount of
      $96,716.00 (but not any extension, renewal, increase or replacement
      thereof).

     

    Section 8.2 Liens.
      No
      Group Member shall incur, maintain or otherwise suffer to exist any Lien upon
      or
      with respect to any of its property, whether now owned or hereafter acquired,
      or
      assign any right to receive income or profits, except for the
      following:

    


    (a) Liens
      created pursuant to any Loan Document;

     

    (b) Customary
      Permitted Liens of Group Members;

     

    (c) Liens
      existing on the date hereof and set forth on Schedule 8.2;

     

    (d) Liens
      on
      the property of Group Members (other than Holdings) securing Indebtedness
      permitted hereunder in reliance upon Section 8.1(c);
      provided,
      however,
      that
      (i) such Liens exist prior to the acquisition of, or attach substantially
      simultaneously with, or within 270 days after, the acquisition, repair,
      improvement or construction of, such property financed, whether directly or
      through a Permitted Refinancing, by such Indebtedness and (ii) such Liens
      do not extend to any property of any Group Member other than the property (and
      proceeds thereof) acquired or built, or the improvements or repairs, financed,
      whether directly or through a Permitted Refinancing, by such
      Indebtedness;

    

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        AGREEMENT

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    (e) Liens
      on
      the property of Group Members (other than Holdings) securing the Permitted
      Refinancing of any Indebtedness secured by any Lien on such property permitted
      hereunder in reliance upon clause
      (c),
      (d),
      (f),
      (i),
      (k)
      of this
Section
      8.2
      or this
clause
      (e)
      without
      any change in the property subject to such Liens; 

     

    (f) Liens
      on
      any property of Group Members (other than Holdings) securing any of their
      Indebtedness or their other liabilities incurred in connection with any
      Permitted Acquisition so long as the Indebtedness secured by such Liens is
      otherwise permitted hereunder and such Liens were not created in contemplation
      of such Permitted Acquisition;

     

    (g) Liens
      created pursuant to Sale and Leaseback Transactions permitted hereunder in
      reliance on Section 8.4(b)(ii);

     

    (h) Liens
      securing Indebtedness permitted hereunder in reliance upon Section 8.1(k);

     

    (i) Liens
      existing on properties at the time of the acquisition thereof Group Members
      (other than Holdings)which (i) do not extend to or cover any properties of
      such
      Group Member other than the property being acquired, (ii) are not created in
      contemplation of or in connection with such acquisition and (iii) do not
      materially interfere with the use, occupancy and operation of any property
      of
      such Group Member; 

     

    (j) Liens
      on
      the property of any Foreign
      Subsidiary of Holdings securing Indebtedness permitted hereunder in reliance
      upon Section 8.1(i);
      provided,
      however,
      that
      such
      Liens do not extend to, or encumber, assets of any Loan Party; 

     

    (k) Liens
      on
      specified equipment, fixtures and/or or real property (and proceeds thereof
      and
      property rights relating thereto) and securing Indebtedness for the purchase
      or
      improvement thereof and permitted hereunder in reliance upon Section
      8.1(l);
      provided,
      however,
      that
      (i) such Liens are not created in contemplation or in connection with such
      Permitted Acquisition, (ii) such Liens shall be created no later than the date
      of the assumption of such Indebtedness and (iii) such Liens do not at any time
      encumber any property other than the property subject thereto immediately prior
      to such Permitted Acquisition and (iv) such Liens do not at any time encumber
      all assets or all assets of one or more particular classes or types;
      and

     

    (l) a
      Lien in
      favor of the issuer of the letter of credit described in Section 8.1(m)
(and
      securing the obligations of Chanin & Company, LLC in respect of such letter
      of credit)
      on that
      certain certificate of deposit issued by Northern Trust Bank of California,
      N.A.
      in the face amount of $96,716.00 and maturing on November 1, 2007, it being
      agreed that notwithstanding anything contained in the Security Agreement or
      any
      other Loan Document to the contrary, so long as such certificate of deposit
      is
      collateral for such issuer, such certificate of deposit shall not be collateral
      and shall not be required to be pledged or delivered to the Administrative
      Agent.

    

      CREDIT
        AGREEMENT

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        & PHELPS, LLC

    

    
      
        
        

      

      
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    Section 8.3 Investments.
      No
      Group Member shall make or maintain, directly or indirectly, any Investment
      except for the following:

    


    (a) Investments
      existing on the date hereof and set forth on Schedule 8.3;

     

    (b) Investments
      in cash and Cash Equivalents;

     

    (c) (i)
      endorsements for collection or deposit in the ordinary course of business,
      (ii)
      extensions of trade credit arising or acquired in the ordinary course of
      business and (iii) Investments received in settlements in the ordinary course
      of
      business of such extensions of trade credit;

     

    (d) Investments
      made or acquired as part of a Permitted Acquisition or any Lift-out Acquisition;
      provided,
      that
      the aggregate amount of Investments made or acquired as part of any Lift-out
      Acquisition consummated by a Loan Party outside of the United States of America
      shall not exceed $5,000,000 individually, or $10,000,000 in the aggregate during
      the term of this Agreement, commencing on the Original Closing
      Date;

     

    (e) Investments
      by
      (i)
      any Loan Party in any other Loan Party (other than Holdings), (ii) any Group
      Member that is not a Loan Party in any Person that is, or as a result of such
      Investment becomes, a Group Member (other than Holdings) or in any joint venture
      or (iii) any Loan Party (other than Holdings) in any Person that is, or as
      a
      result of such Investment becomes, a Group Member that is not a Loan Party
      or in
      any joint venture or other similar minority interest investments; provided,
      however,
      that
      (A) the aggregate amount of Investments permitted pursuant to this clause
      (iii)
      shall
      not exceed $35,000,000 (net of any repayments, repurchases
      or redemptions
      of such
      Investments, in each case in cash, made to a Loan Party) during the term of
      this
      Agreement, commencing on the Original Closing Date and (B) any Investment
      consisting of loans or advances to any Loan Party pursuant to clause
      (ii)
      above
      shall be unsecured and subordinated in full to the payment of the Obligations
      of
      such Loan Party on terms and conditions reasonably satisfactory to the
      Administrative Agent; provided,
      further,
      that
      notwithstanding the foregoing or anything to the contrary contained in this
      Agreement, in no event shall any one of more Loan Parties invest in or transfer
      any money or property to or incur any Guaranty Obligation in respect of any
      Indebtedness or obligations of Chanin Shared Opportunity Fund LLC or Chanin
      Investment Fund LLC, other than contributions of cash of not more than $20,000
      per Fiscal Year in the aggregate from all Loan Parties to each such entity
      and
      not more than $30,000 per Fiscal Year in the aggregate to both such entities;
      

     

    (f) (i)
      loans
      or advances to employees of Holdings or any of its Subsidiaries to finance
      travel, entertainment and relocation expenses and other ordinary business
      purposes in the ordinary course of business; provided,
      however,
      that
      the aggregate outstanding principal amount of all loans and advances permitted
      pursuant to this clause
      (f)(i)
      shall
      not exceed $1,000,000 at any time and (ii) loans or advances to direct or
      indirect equity holders of Holdings made with the proceeds of amounts
      distributed to Holdings as permitted by Section 8.5(c)(i) or constituting
      payments on behalf of such equity holders of withholding taxes;

     

    (g) Guaranty
      Obligations permitted by Section 8.1;

     

    (h) the
      Acquisition;

    

      CREDIT
        AGREEMENT

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        & PHELPS, LLC

    

    
      
        
        

      

      
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    (i) Investments
      made as part of a Permitted Reinvestment; and

     

    (j) purchases
      of the Stock (or Stock Equivalents with respect to such Stock) of DPC permitted
      by Section
      8.5.

     

    Section 8.4 Asset
      Sales.
      No
      Group Member shall Sell any of its property (other than cash) or issue shares
      of
      its own Stock, except for the following:

    


    (a) in
      each
      case to the extent entered into in the ordinary course of business and made
      to a
      Person that is not an Affiliate of the Borrower, (i) Sales of Cash Equivalents,
      or inventory or property that has become obsolete, worn out or is no longer
      used
      or useable and (ii) non-exclusive licenses of Intellectual
      Property;

     

    (b) (i)
      a
      true lease or sublease of real property not constituting Indebtedness and not
      entered into as part of a Sale and Leaseback Transaction and (ii) a Sale of
      property pursuant to a Sale and Leaseback Transaction; provided,
      however,
      that
      the aggregate fair market value (measured at the time of the applicable Sale)
      of
      all property covered by any outstanding Sale and Leaseback Transaction at any
      time shall not exceed $1,000,000 during the term of this Agreement, commencing
      on the Original Closing Date;

     

    (c) (i)
      any
      Sale of any property by any Group Member to any other Group Member (other than
      Holdings) or by Holdings to the Borrower, in each case, to the extent any
      resulting Investment constitutes a Permitted Investment, (ii) any Restricted
      Payment by any Group Member (other than Holdings) permitted pursuant to
Section 8.5,
      (iii)
      any distribution by Holdings of the proceeds of Restricted Payments from any
      other Group Member to the extent permitted in Section 8.5
      and (iv)
      any Sale permitted by Section
      8.7;

     

    (d) (i)
      any
      Sale or issuance by Holdings of its own Stock, (ii) any Sale or issuance by
      a
      Group Member of its own Stock to Holdings, (iii) any Sale or issuance by any
      Subsidiary of Holdings of its own Stock to any Group Member (other than
      Holdings), provided,
      however,
      that
      the proportion of such Stock and of each class of such Stock (both on an
      outstanding and fully-diluted basis) held by the Loan Parties (other than
      Holdings), taken as a whole, does not change as a result of such Sale or
      issuance and (iv) to the extent necessary to satisfy any Requirement of Law
      in
      the jurisdiction of incorporation of any Subsidiary of Holdings, any Sale or
      issuance by such Subsidiary of its own Stock constituting directors’ qualifying
      shares or nominal holdings; and

     

    (e) as
      long
      as no Default is continuing or would result therefrom, any Sale of property
      (other than as part of a Sale and Leaseback Transaction) of, or Sale or issuance
      of its own Stock by, any Group Member (other than Holdings);
      provided,
      however,
      that
      the aggregate consideration received during any Fiscal Year for all such Sales
      shall not exceed $1,000,000.

     

    Section 8.5 Restricted
      Payments.
      No
      Group Member (other than Holdings) shall directly or indirectly, declare, order,
      pay, make or set apart any sum for any Restricted Payment or pay any management,
      consulting or similar fees except for the following (and Holdings shall not
      use
      the proceeds of any Restricted Payment made in reliance under clause
      (c)
      below
      other than as set forth in such clause (c)):

    

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        AGREEMENT

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        & PHELPS, LLC

    

    
      
        
        

      

      
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    (a) (i)
      Restricted Payments (A) by any Group Member that is a Loan Party to any Loan
      Party other than Holdings and (B) by any Group Member that is not a Loan Party
      to any Group Member other than Holdings and (ii) dividends and distributions
      by
      any Subsidiary of Holdings that is not a Loan Party to any holder of its Stock,
      to the extent made to all such holders ratably according to their ownership
      interests in such Stock;

     

    (b) dividends
      and distributions declared and paid on the common Stock of any Group Member
      ratably to the holders of such common Stock and payable only in common Stock
      of
      such Group Member; 

     

    (c) cash
      dividends on the Stock of the Group Members to Holdings paid and declared solely
      for the purpose of funding the following:

     

    (i) (A)
      payments by Holdings of actual or estimated taxes (including withholding taxes)
      currently payable by Holdings (including by virtue of its direct or indirect
      ownership of any other Group Members) and (B) payments to its equity holders
      to
      permit the direct and indirect beneficial owners of its equity interests to
      receive amounts not to exceed (i) the Assumed Tax Rate multiplied by (ii) the
      net taxable income attributable to the direct or indirect beneficial ownership
      of equity interests in Holdings (including by virtue of Holdings’ direct or
      indirect ownership of any other Group Members), and at such times so as to
      permit such beneficial owners to meet their currently payable estimated income
      tax obligations as well as actual income tax obligations;

     

    (ii) ordinary
      operating expenses of Holdings and DPC to the extent such expenses arise
      pursuant to obligations and activities permitted hereunder; and

     

    (iii) the
      redemption, purchase or other acquisition or retirement for value by Holdings
      of
      the Stock (or Stock Equivalents with respect to such Stock) of Holdings from
      any
      present or former employee, director or officer (or the assigns, estate, heirs
      or current or former spouses thereof) of any Group Member (including by
      offsetting withholding tax payment reimbursement obligations owing by any such
      former employee, director or officer); provided,
      however,
      that
      the amount of (A) such cash dividends paid in any Fiscal Year shall not exceed
      $2,000,000 in the aggregate and (B) all cash dividends paid in reliance upon
      this clause
      (iii)
      shall
      not exceed $8,000,000 in the aggregate
      during
      the term of this Agreement, commencing on the Original Closing Date;


     

    (iv) Tax
      Benefit Payments by DPC to Exchanging Members under the Tax Receivable
      Agreement. For purposes of this subsection, the terms "Tax Benefit Payment"
      and
      "Exchanging Member" would have the same meaning as they have in the Tax
      Receivable Agreement; and

     

    (v) Restricted
      Payments by Holdings to be used by Holdings solely to redeem, purchase or
      otherwise retire for value its Stock (or Stock Equivalents with respect to
      such
      Stock) in an aggregate amount not to exceed $8,000,000 in any Fiscal Year;
      provided,
      however,
      that
      Restricted Payments made after the Original Closing Date under this Section
      8.5(c)(v)
      shall
      not exceed $18,000,000.

    

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        AGREEMENT

      DUFF
        & PHELPS, LLC

    

    
      
        
        

      

      
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    provided,
      however,
      that no
      action that would otherwise be permitted hereunder in reliance upon clause
      (c)(iii) or (v)
      shall be
      permitted if (A) a Default is then continuing or would result therefrom,
      (B) such action is otherwise prohibited under any Loan Document or under
      the terms of any Indebtedness (other than the Obligations) of any Group Member
      or (C) (solely with respect to actions under clause
      (v))
      after
      giving effect to such actions DPC would not be in pro forma compliance with
      the
      financial covenants set forth in Article
      V.

     

    Section 8.6 Prepayment
      of Subordinated Debt.
      No
      Group Member shall (x) prepay, redeem, purchase, defease or otherwise satisfy
      prior to the scheduled maturity thereof any Subordinated Debt, (y) set apart
      any
      property for such purpose, whether directly or indirectly and whether to a
      sinking fund, a similar fund or otherwise, or (z) make any payment in violation
      of any subordination terms of any Subordinated Debt; provided,
      however,
      that
      each Group Member may, to the extent otherwise permitted by the Loan Documents,
      do each of the following:

    


    (a) consummate
      a Permitted Refinancing;

     

    (b) prepay,
      redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity
      thereof (or set apart any property for such purpose) (A) in the case of any
      Group Member that is not a Loan Party, any Indebtedness owing by such Group
      Member to any other Group Member (other than Holdings) and (B) otherwise, any
      Indebtedness owing to any Loan Party (other than Holdings); and

     

    (c) make
      regularly scheduled or otherwise required repayments or redemptions of
      Subordinated Debt to the extent permitted by the subordination provisions
      thereof.

     

    Section 8.7 Fundamental
      Changes.
      No
      Group Member shall (a) merge, consolidate or amalgamate with any Person, (b)
      acquire all or substantially all of the Stock or Stock Equivalents of any Person
      or (c) acquire substantially all of the assets of any Person or all or
      substantially all of the assets constituting any line of business, division,
      branch, operating division or other unit operation of any Person, in each case
      except for the following: (x) to consummate any Permitted Acquisition, (y)
      the merger, consolidation or amalgamation of any Group Member into any Loan
      Party (other than Holdings) or into any other Group Member (other than Holdings)
      if such Group Member (that is merging into another entity) is not a Loan Party
      and (z) the merger, consolidation or amalgamation of any Group Member (other
      than Holdings) for the sole purpose, and with the sole material effect, of
      changing its State of organization within the United States; provided,
      however,
      that
      (A) in the case of any merger, consolidation or amalgamation involving the
      Borrower, the Borrower shall be the surviving Person and (B) in the case of
      any
      merger, consolidation or amalgamation involving any other Loan Party, a Loan
      Party shall be the surviving corporation and all actions required to maintain
      the perfection of the Lien of the Administrative Agent on the Stock or property
      of such Loan Party shall have been made.

    


    Section 8.8 Change
      in Nature of Business.
      (a)
      No
      Group Member (other than Holdings) shall carry on any business, operations
      or
      activities (whether directly, through a joint venture, in connection with a
      Permitted Acquisition or otherwise) substantially different from those carried
      on by the Borrower and its Subsidiaries at the date hereof and any business,
      operations and activities reasonably related or ancillary thereto.

    

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    (b) Holdings
      shall not engage in any business, operations or activity, or hold any property,
      other than (i) holding Stock and Stock Equivalents of the Borrower, Chanin
      Capital Partners, LLC, Duff & Phelps Equity, LLC and Duff & Phelps K.K.
      and performing its obligations as managing member of such entities, (ii)
      issuing, selling and redeeming its own Stock (and Stock Equivalents), (iii)
      paying taxes and performing its obligations under the Tax Receivable Agreement,
      (iv) holding directors’ and shareholders’ meetings, preparing corporate and
      similar records and other activities required to maintain its separate corporate
      or other legal structure, (v) preparing reports to, and preparing and making
      notices to and filings with, Governmental Authorities and to its holders of
      Stock and Stock Equivalents, (vi) receiving, and holding proceeds of, Restricted
      Payments from the Group Members and distributing the proceeds thereof
      (including, without limitation, by means of loans or advances) to the extent
      permitted in Section 8.5,
      (vii)
      purchasing and holding the Stock (and Stock Equivalents) of DPC to the extent
      permitted hereunder, (viii) executing such documents as are necessary to
      consummate any Permitted Acquisition including the issuance of its own Stock
      and
      Stock Equivalents and complying with the requirements thereof so long as no
      other Indebtedness or liabilities are incurred by Holdings in connection
      therewith, (ix) activities reasonably related or ancillary to any of the
      foregoing activities, and (x) performing obligations under the guarantees of
      the
      lease agreements described on Schedule
      8.8.

     

    Section 8.9 Transactions
      with Affiliates.
      No
      Group Member shall, except as otherwise expressly permitted herein, enter into
      any transaction directly or indirectly with, or for the benefit of, any
      Affiliate of the Borrower that is not a Loan Party (including Guaranty
      Obligations with respect to any obligation of any such Affiliate), except for
      (a) transactions on a basis no less favorable to such Group Member as would
      be obtained in a comparable arm’s length transaction with a Person not an
      Affiliate of the Borrower, (b) Restricted Payments, the proceeds of which,
      if
      received by Holdings, are used as required by Section 8.5,
      (c)
      reasonable salaries and other reasonable director or employee compensation
      to
      officers and directors of any Group Member, and (d) transactions permitted
      by
Section
      8.4.

    


    Section 8.10 Third-Party
      Restrictions on Indebtedness, Liens, Investments or Restricted
      Payments.
      No
      Group Member shall incur or otherwise suffer to exist or become effective or
      remain liable on or responsible for any Contractual Obligation limiting the
      ability of (a) any Subsidiary of the Borrower to make Restricted Payments to,
      or
      Investments in, or repay Indebtedness or otherwise Sell property to, any Group
      Member (other than Holdings) or (b) any
      Group
      Member to incur or suffer to exist any Lien upon any property of any Group
      Member, whether now owned or hereafter acquired, securing any of its Obligations
      (including any “equal and ratable” clause and any similar Contractual Obligation
      requiring, when a Lien is granted on any property, another Lien to be granted
      on
      such property or any other property), except, for each of clauses
      (a)
      and
(b)
      above,
      (x) pursuant to the Loan Documents, (y) limitations on Liens (other than those
      securing any Obligation) on or sale of any property whose acquisition, repair,
      improvement or construction is financed by purchase money Indebtedness,
      Capitalized Lease Obligations, Permitted Refinancings or assumed Indebtedness
      permitted hereunder in reliance upon Section 8.1(b),
      (c),
      (d),
      (h)
      or
(l)
      set
      forth in the Contractual Obligations governing such Indebtedness, assumed
      Indebtedness, acquired Indebtedness, Capitalized Lease Obligations or Permitted
      Refinancing or Guaranty Obligations with respect thereto and (z) pursuant to
      Contractual Obligations governing Indebtedness permitted hereunder in reliance
      upon Section
      8.1(i);
      provided,
      however
      that
      such Contractual Obligations relate only to Foreign Subsidiaries.

    

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    Section 8.11 Modification
      of Certain Documents.
      No
      Group Member shall do any of the following:

    


    (a) waive
      or
      otherwise modify any term of the Chanin Purchase Agreement, and any Constituent
      Document of, or otherwise change the capital structure of, any Group Member
      (including the terms of any of their outstanding Stock or Stock Equivalents),
      in
      each case except for those modifications and waivers that (x) do not elect,
      or
      permit the election, to treat the Stock or Stock Equivalents of any limited
      liability company (or similar entity) as certificated and (y) do not materially
      adversely affect the rights and privileges of any Group Member and do not
      materially adversely affect the interests of any Secured Party under the Loan
      Documents or in the Collateral;
      or

     

    (b) waive
      or
      otherwise modify any term of any Subordinated Debt if the effect thereof on
      such
      Subordinated Debt is to (i) increase the interest rate, (ii) change the due
      dates for principal or interest, other than to extend such dates, (iii) modify
      any default or event of default, other than to delete it or make it less
      restrictive, (iv) add any covenant with respect thereto, (v) modify any
      subordination provision, (vi) modify any redemption or prepayment provision,
      other than to extend the dates therefor or to reduce the premiums payable in
      connection therewith or (vii) materially increase any obligation of any Group
      Member or confer additional material rights to the holder of such Subordinated
      Debt in a manner adverse to any Group Member or any Secured Party. 

     

    Section 8.12 Accounting
      Changes; Fiscal Year.
      No
      Group Member shall change its (a) accounting treatment or reporting practices,
      except as permitted by GAAP or any Requirement of Law, or (b) its fiscal year
      or
      its method for determining fiscal quarters.

    


    Section 8.13 Margin
      Regulations.
      No
      Group Member shall use all or any portion of the proceeds of any credit extended
      hereunder to purchase or carry margin stock (within the meaning of Regulation
      U
      of the Federal Reserve Board) in contravention of Regulation U of the Federal
      Reserve Board.

    


    Section 8.14 Compliance
      with ERISA.
      No
      ERISA Affiliate shall cause or suffer to exist (a) any event that could
      reasonably be expected to result in the imposition of a Lien with respect to
      any
      Title IV Plan, Multiemployer Plan or Benefit Plan or (b) any other ERISA
      Event, that, with respect to both (a) and (b), would, in the aggregate, have
      a
      Material Adverse Effect. 

    


    Section 8.15 Hazardous
      Materials.
      No
      Group Member shall cause or suffer to exist any Release of any Hazardous
      Material at, to or from any real property owned, leased, subleased or otherwise
      operated or occupied by any Group Member that would violate any Environmental
      Law, form the basis for any Environmental Liabilities or otherwise adversely
      affect the value or marketability
      of any real property (whether or not owned by any Group Member), other than
      such
      violations, Environmental Liabilities and effects that would not, in the
      aggregate, have a Material Adverse Effect.

    


    Section
      8.16 Payments
      of Contingent Payment Amounts.
      No
      Group Member shall make any payment of any Indebtedness arising under section
      1.5 of the Chanin Purchase Agreement unless (i) such payment is due and payable
      under the Chanin Purchase Agreement, and does not exceed as to the applicable
      Post-Closing Period (as defined as of the date hereof in the Chanin Purchase
      Agreement) $5,000,000, (ii) at the time and after giving effect to such payment,
      no Default under Section 9.1(a) or Event of Default is continuing, (iii) such
      Group Member shall have provided to the Administrative Agent prior notice
      including the amount of such payment.

    

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        AGREEMENT

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    ARTICLE IX

     

    EVENTS
      OF
      DEFAULT

     

    Section 9.1 Definition.
      Each of
      the following shall be an Event of Default:

    


    (a) the
      Borrower shall fail to pay (i) any principal of any Loan or any
      L/C Reimbursement Obligation when the same becomes due and
      payable
      or (ii)
      any interest on any Loan, any fee under any Loan Document or any other
      Obligation under any Loan Document (other than those set forth in clause
      (i)
      above)
      and, in the case of this clause
      (ii),
      such
      non-payment continues for a period of 3 Business Days after the due date
      therefor; or

     

    (b) any
      representation, warranty or certification made or deemed made by or on behalf
      of
      any Loan Party in any Loan Document or by or on behalf of any Loan Party (or
      any
      Responsible Officer thereof) in connection with any Loan Document (including
      in
      any document delivered in connection with any Loan Document) shall prove to
      have
      been incorrect in any material respect when made or deemed made; or

     

    (c) any
      Loan
      Party shall fail to comply with (i) any provision of Article V
      (Financial
      Covenants),
      Section
      6.1
      (Financial
      Statements)
      and the
      continuation of such failure in respect of Section
      6.1
      for 5
      days, 6.2(a)(i)
      (Other
      Events),
      7.1(a)
      (Maintenance
      of Corporate Existence),
      7.9
      (Use
      of
      Proceeds)
      or
Article VIII
      (Negative
      Covenants)
      or (ii)
      any other provision of any Loan Document if, in the case of this clause
      (ii)
      (and
      except in the case of any failure to comply with any Subordination Agreement),
      such failure shall remain unremedied for 30 days after the earlier of (A) the
      date on which a Responsible Officer of the Borrower becomes aware of such
      failure and (B) the date on which notice thereof shall have been given to the
      Borrower by the Administrative Agent or the Required Lenders; or

     

    (d) (i)
      any
      Group Member shall fail to make any payment when due (whether due because of
      scheduled maturity, required prepayment provisions, acceleration, demand or
      otherwise) on any Indebtedness of any Group Member (other than the Obligations)
      and, in each case, such failure relates to Indebtedness having a principal
      amount of $5,000,000 or more, (ii) any other event shall occur or condition
      shall exist under any Contractual Obligation relating to any such Indebtedness,
      if the effect of such event or condition is to accelerate, or to permit the
      acceleration of, the maturity of such Indebtedness, (iii) any such Indebtedness
      shall become or be declared to be due and payable, or be required to be prepaid,
      redeemed, defeased or repurchased (other than by a regularly scheduled required
      prepayment), prior to the stated maturity thereof, or (iv) Holdings shall fail
      to make any payments required under section 1.5 of the Chanin Purchase Agreement
      when due (after giving effect to any dispute resolution provisions of such
      section); or

     

    (e) (i)
      any
      Group Member shall generally not pay its debts as such debts become due, shall
      admit in writing its inability to pay its debts generally or shall make a
      general assignment for the benefit of creditors, (ii) any proceeding shall
      be
      instituted by or against any Group Member seeking to adjudicate it a bankrupt
      or
      insolvent or seeking liquidation, winding up, reorganization, arrangement,
      adjustment, protection, relief, composition of it or its debts or any similar
      order, in each case under any Requirement of Law relating to bankruptcy,
      insolvency or reorganization or relief of debtors or seeking the entry of an
      order for relief or the appointment of a custodian, receiver, trustee,
      conservator, liquidating agent, liquidator, other similar official or other
      official with similar powers, in each case for it or for any substantial part
      of
      its property and, in the case of any such proceedings instituted against (but
      not by or with the consent of) any Group Member, either such proceedings shall
      remain undismissed or unstayed for a period of 60 days or more or any
      action sought in such proceedings shall occur or (iii) any Group Member shall
      take any corporate or similar action or any other action to authorize any action
      described in clause
      (i)
      or
(ii)
      above;
      or

    

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    (f) one
      or
      more final judgments, orders or decrees (or other similar process) shall be
      rendered against any Group Member (i) involving an aggregate amount (excluding
      amounts adequately covered by insurance payable to any Group Member, to the
      extent the relevant insurer has not denied coverage therefor) in excess of
      $5,000,000 and (ii) such judgment, order or decree shall not have been vacated
      or discharged for a period of 30 consecutive days and there shall not be in
      effect (by reason of a pending appeal or otherwise) any stay of enforcement
      thereof; or

     

    (g) except
      pursuant to a valid, binding and enforceable termination or release permitted
      under the Loan Documents and executed by the Administrative Agent or as
      otherwise expressly permitted under any Loan Document, (i) any Loan Document
      shall, at any time after the delivery of such Loan Document, fail to be valid
      and binding on, or enforceable against, any Loan Party party thereto or (ii)
      any
      Loan Document purporting to grant a Lien to secure any Obligation shall, at
      any
      time after the delivery of such Loan Document, fail to create a valid and
      enforceable Lien on any material portion of the Collateral purported to be
      covered thereby or such Lien shall fail or cease to be a perfected Lien with
      the
      priority required in the relevant Loan Document (other than as a result of
      any
      failure by the Administrative Agent to maintain possession of certificates
      or
      instruments delivered to it or to file continuation statements for UCC-1
      financing statements filed on its behalf), or any Group Member shall state
      in
      writing that any of the events described in clause
      (i)
      or
(ii)
      above
      shall have occurred; or

     

    (h) there
      shall occur any Change of Control; or

     

    (i) DPC
      shall
      engage in any business, operations or activity, or hold any property, other
      than
      (i) holding Stock and Stock Equivalents of Holdings
      and
      performing its obligations as managing member of Holdings,
      (ii)
      issuing, registering, selling and redeeming its own Stock (and Stock
      Equivalents), (iii) paying taxes and
      performing its obligations under the Tax Receivable Agreement,
      (iv)
      holding directors’ and shareholders’ meetings, preparing corporate and similar
      records and other activities required to maintain its separate corporate or
      other legal structure, (v) preparing reports to, and preparing and making
      notices to and filings with, Governmental Authorities and to its holders of
      Stock and Stock Equivalents, (vi) receiving, and holding proceeds of Restricted
      Payments of Holdings and distributing the proceeds thereof to its shareholders,
      (vii) executing such documents as are necessary to consummate any Permitted
      Acquisition including the issuance of its own Stock and Stock Equivalents and
      complying with the requirements thereof so long as no other Indebtedness or
      liabilities are incurred by DPC in connection therewith and (viii) activities
      reasonably related or ancillary to any of the foregoing activities.

    
       

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        AGREEMENT

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        & PHELPS, LLC

    

    
      
        
        

      

      
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    Section 9.2 Remedies.
      During
      the continuance of any Event of Default, the Administrative Agent may, and,
      at
      the request of the Required Lenders, shall, in each case by notice to the
      Borrower and in addition to any other right or remedy provided under any Loan
      Document or by any applicable Requirement of Law, do each of the following:
      (a)
      declare all or any portion of the Commitments terminated, whereupon the
      Commitments shall immediately be reduced by such portion or, in the case of
      a
      termination in whole, shall terminate together with any obligation any Lender
      may have hereunder to make any Loan and any L/C Issuer may have hereunder to
      Issue any Letter of Credit or (b) declare immediately due and payable all or
      part of any Obligation under any Loan Document (including any accrued but unpaid
      interest thereon), whereupon the same shall become immediately due and payable,
      without presentment, demand, protest or further notice or other requirements
      of
      any kind, all of which are hereby expressly waived by Holdings and the Borrower
      (and, to the extent provided in any other Loan Document, other Loan Parties);
      provided,
      however,
      that,
      effective immediately upon the occurrence of the Events of Default specified
      in
Section 9.1(e)(ii),
      (x) the
      Commitments of each Lender to make Loans and the commitment of each L/C Issuer
      to Issue Letters of Credit shall each automatically be terminated and (y) each
      Obligation under any Loan Document (including in each case any accrued all
      accrued but unpaid interest thereon) shall automatically become and be due
      and
      payable, without presentment, demand, protest or further notice or other
      requirement of any kind, all of which are hereby expressly waived by Holdings
      and the Borrower (and, to the extent provided in any other Loan Document, any
      other Loan Party).

    


    Section 9.3 Actions
      in Respect of Letters of Credit.
      At any
      time (i) upon the Revolving Credit Termination Date, (ii) after the Revolving
      Credit Termination Date when the aggregate funds on deposit in L/C Cash
      Collateral Accounts shall be less than 102% of the L/C Obligations for all
      Letters of Credit at such time and (iii) as required by Section 2.12(c),
      the
      Borrower shall pay to the Administrative Agent in immediately available funds
      at
      the Administrative Agent’s office referred to in Section 11.11,
      for
      deposit in a L/C Cash Collateral Account, the amount required so that, after
      such payment, the aggregate funds on deposit in the L/C Cash Collateral Accounts
      at least equals 102% of the L/C Obligations for all Letters of Credit at such
      time (not to exceed, in the case of clause
      (iii)
      above,
      the payment to be applied pursuant to Section 2.12
      to
      provide cash collateral for Letters of Credit).

    


    ARTICLE X

     

    THE
      ADMINISTRATIVE AGENT

     

    Section 10.1 Appointment
      and Duties.
      (a) Appointment
      of Administrative Agent.
      Each
      Lender and each L/C Issuer hereby appoints GE Capital (together with any
      successor Administrative Agent pursuant to Section 10.9)
      as the
      Administrative Agent hereunder and authorizes the Administrative Agent to (i)
      execute and deliver the Loan Documents and accept delivery thereof on its behalf
      from any Group Member, (ii) take such action on its behalf and to exercise
      all
      rights, powers and remedies and perform the duties as are expressly delegated
      to
      the Administrative Agent under such Loan Documents and (iii) exercise such
      powers as are reasonably incidental thereto.

    
      
         

        CREDIT
          AGREEMENT

        DUFF
          & PHELPS, LLC

      

    

    
      
        
        

      

      
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    (b) Duties
      as Collateral and Disbursing Agent.
      Without
      limiting the generality of clause
      (a)
      above,
      the Administrative Agent shall have the sole and exclusive right and authority
      (to the exclusion of the Lenders and L/C Issuers), and is hereby authorized,
      to
      (i) act as the disbursing and collecting agent for the Lenders and the L/C
      Issuers with respect to all payments and collections arising in connection
      with
      the Loan Documents (including in any proceeding described in Section 9.1(e)(ii)
      or any
      other bankruptcy, insolvency or similar proceeding), and each Person making
      any
      payment in connection with any Loan Document to any Secured Party is hereby
      authorized to make such payment to the Administrative Agent, (ii) file and
      prove
      claims and file other documents necessary or desirable to allow the claims
      of
      the Secured Parties with respect to any Obligation in any proceeding described
      in Section 9.1(e)(ii)
      or any
      other bankruptcy, insolvency or similar proceeding (but not to vote, consent
      or
      otherwise act on behalf of such Secured Party), (iii) act as collateral agent
      for each Secured Party for purposes of the perfection of all Liens created
      by
      such agreements and all other purposes stated therein, (iv) manage, supervise
      and otherwise deal with the Collateral, (v) take such other action as is
      reasonably necessary or desirable to maintain the perfection and priority of
      the
      Liens created or purported to be created by the Loan Documents, (vi) except
      as
      may be otherwise specified in any Loan Document, exercise all remedies given
      to
      the Administrative Agent and the other Secured Parties with respect to the
      Collateral, whether under the Loan Documents, applicable Requirements of Law
      or
      otherwise and (vii) execute any amendment, consent or waiver under the Loan
      Documents on behalf of any Lender that has consented in writing to such
      amendment, consent or waiver; provided,
      however,
      that
      the Administrative Agent hereby appoints, authorizes and directs each Lender
      and
      L/C Issuer to act as collateral sub-agent for the Administrative Agent, the
      Lenders and the L/C Issuers for purposes of the perfection of all Liens with
      respect to the Collateral, including any deposit account maintained by a Loan
      Party with, and cash and Cash Equivalents held by, such Lender or L/C Issuer,
      and may further authorize and direct the Lenders and the L/C Issuers to take
      further actions as collateral sub-agents for purposes of enforcing such Liens
      or
      otherwise to transfer the Collateral subject thereto to the Administrative
      Agent, and each Lender and L/C Issuer hereby agrees to take such further actions
      to the extent, and only to the extent, so authorized and directed.

     

    (c) Limited
      Duties.
      Under
      the Loan Documents, the Administrative Agent (i) is acting solely on behalf
      of
      the Lenders and the L/C Issuers (except to the limited extent provided in
Section 2.14(b)
      with
      respect to the Register and in Section 10.11),
      with
      duties that are entirely administrative in nature, notwithstanding the use
      of
      the defined term “Administrative Agent”, the terms “agent”, “administrative
      agent” and “collateral agent” and similar terms in any Loan Document to refer to
      the Administrative Agent, which terms are used for title purposes only, (ii)
      is
      not assuming any obligation under any Loan Document other than as expressly
      set
      forth therein or any role as agent, fiduciary or trustee of or for any Lender,
      L/C Issuer or any other Secured Party and (iii) shall have no implied functions,
      responsibilities, duties, obligations or other liabilities under any Loan
      Document, and each
      Lender and L/C Issuer hereby waives and agrees not to assert any claim against
      the Administrative Agent based on the roles, duties and legal relationships
      expressly disclaimed in clauses
      (i)
      through
(iii)
      above.

     

    Section 10.2 Binding
      Effect.
      Each
      Lender and each L/C Issuer agrees that (a) any action taken by the
      Administrative Agent or the Required Lenders (or, if expressly required hereby,
      a greater proportion of the Lenders) in accordance with the provisions of the
      Loan Documents, (b) any action taken by the Administrative Agent in reliance
      upon the instructions of Required Lenders (or, where so required, such greater
      proportion) and (c) the exercise by the Administrative Agent or the Required
      Lenders (or, where so required, such greater proportion) of the powers set
      forth
      herein or therein, together with such other powers as are reasonably incidental
      thereto, shall be authorized and binding upon all of the Secured
      Parties.

    
      
         

        CREDIT
          AGREEMENT

        DUFF
          & PHELPS, LLC

      

    

    
      
        
        

      

      
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    Section 10.3 Use
      of
      Discretion.
      (a) No
      Action without Instructions.
      The
      Administrative Agent shall not be required to exercise any discretion or take,
      or to omit to take, any action, including with respect to enforcement or
      collection, except any action it is required to take or omit to take
      (i) under any Loan Document or (ii) pursuant to instructions from the
      Required Lenders (or, where expressly required by the terms of this Agreement,
      a
      greater proportion of the Lenders).

    (b) Right
      Not to Follow Certain Instructions.
      Notwithstanding clause
      (a)
      above,
      the Administrative Agent shall not be required to take, or to omit to take,
      any
      action (i) unless, upon demand, the Administrative Agent receives an
      indemnification satisfactory to it from the Lenders (or, to the extent
      applicable and acceptable to the Administrative Agent, any other Secured Party)
      against all Liabilities that, by reason of such action or omission, may be
      imposed on, incurred by or asserted against the Administrative Agent or any
      Related Person thereof or (ii) that is, in the opinion of the Administrative
      Agent or its counsel, contrary to any Loan Document or applicable Requirement
      of
      Law.

     

    Section 10.4 Delegation
      of Rights and Duties.
      The
      Administrative Agent may, upon any term or condition it specifies, delegate
      or
      exercise any of its rights, powers and remedies under, and delegate or perform
      any of its duties or any other action with respect to, any Loan Document by
      or
      through any trustee, co-agent, employee, attorney-in-fact and any other Person
      (including any Secured Party).
      Any such
      Person shall benefit from this Article X
      to the
      extent provided by the Administrative Agent.

    


    Section 10.5 Reliance
      and Liability.
      (a)
      The
      Administrative Agent may, without incurring any liability hereunder, (i) treat
      the payee of any Note as its holder until such Note has been assigned in
      accordance with Section 11.2(e),
      (ii)
      rely on the Register to the extent set forth in Section 2.14,
      (iii)
      consult with any of its Related Persons and, whether or not selected by it,
      any
      other advisors, accountants and other experts (including advisors to, and
      accountants and experts engaged by, any Loan Party) and (iv) rely and act upon
      any document and information (including those transmitted by Electronic
      Transmission) and any telephone message or conversation, in each case reasonably
      believed by it to be genuine and transmitted, signed or otherwise authenticated
      by the appropriate parties.

    


    (b) None
      of
      the Administrative Agent and its Related Persons shall be liable for any action
      taken or omitted to be taken by any of them under or in connection with any
      Loan
      Document, and each Lender, L/C Issuer, Holdings and the Borrower hereby waive
      and shall not assert (and each of Holdings and the Borrower shall cause each
      other Loan Party to waive and agree not to assert) any right, claim or cause
      of
      action based thereon, except to the extent of liabilities resulting primarily
      from the gross negligence or willful misconduct of the Administrative Agent
      or,
      as the case may be, such Related Person (each as determined in a final, non
      appealable judgment by a court of competent jurisdiction) in connection with
      the
      duties expressly set forth herein. Without limiting the foregoing, the
      Administrative Agent:

     

    (i) shall
      not
      be responsible or otherwise incur liability for any action or omission taken
      in
      reliance upon the instructions of the Required Lenders or for the actions or
      omissions of any of its Related Persons selected with reasonable care (other
      than employees, officers and directors of the Administrative Agent, when acting
      on behalf of the Administrative Agent); 

     

    (ii) shall
      not
      be responsible to any Secured Party for the due execution, legality, validity,
      enforceability, effectiveness, genuineness, sufficiency or value of, or the
      attachment, perfection or priority of any Lien created or purported to be
      created under or in connection with, any Loan Document;

    
      
         

        CREDIT
          AGREEMENT

        DUFF
          & PHELPS, LLC

      

    

    
      
        
        

      

      
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    (iii) makes
      no
      warranty or representation, and shall not be responsible, to any Secured Party
      for any statement, document, information, representation or warranty made or
      furnished by or on behalf of any Related Person
      (other
      than employees, officers and directors of the Administrative Agent, when acting
      on behalf of the Administrative Agent),
      in or
      in connection with any Loan Document or any transaction contemplated therein,
      whether or not transmitted by the Administrative Agent, including as to
      completeness, accuracy, scope or adequacy thereof, or for the scope, nature
      or
      results of any due diligence performed by the Administrative Agent in connection
      with the Loan Documents; and

     

    (iv) shall
      not
      have any duty to ascertain or to inquire as to the performance or observance
      of
      any provision of any Loan Document, whether any condition set forth in any
      Loan
      Document is satisfied or waived, as to the financial condition of any Loan
      Party
      or as to the existence or continuation or possible occurrence or continuation
      of
      any Default or Event of Default and shall not be deemed to have notice or
      knowledge of such occurrence or continuation unless it has received a notice
      from the Borrower, any other Loan Party, any Lender or L/C Issuer describing
      such Default or Event of Default clearly labeled “notice of default” (in which
      case the Administrative Agent shall promptly give notice of such receipt to
      all
      Lenders);

     

    and,
      for
      each of the items set forth in clauses
      (i)
      through
(iv)
      above,
      each Lender, L/C Issuer, Holdings and the Borrower hereby waives and agrees
      not
      to assert (and each of Holdings and the Borrower shall cause each other Loan
      Party to waive and agree not to assert) any right, claim or cause of action
      it
      might have against the Administrative Agent based thereon.

     

    Section 10.6 Administrative
      Agent Individually.
      The
      Administrative Agent and its Affiliates may make loans and other extensions
      of
      credit to, acquire Stock and Stock Equivalents of, engage in any kind of
      business with, any Loan Party or Affiliate thereof as though it were not acting
      the Administrative Agent and may receive separate fees and other payments
      therefor. To the extent the Administrative Agent or any of its Affiliates makes
      any Loan or otherwise becomes a Lender hereunder, it shall have and may exercise
      the same rights and powers hereunder and shall be subject to the same
      obligations and liabilities as any other Lender and the terms “Lender”,
“Revolving Credit Lender”, “Term Loan Lender”, “Required Lender”, “Required
      Revolving Credit Lender” and “Required Term Loan Lender” and any similar terms
      shall, except where otherwise expressly provided in any Loan Document, include,
      without limitation, the Administrative Agent or such Affiliate, as the case
      may
      be, in its individual capacity as Lender, Revolving Credit Lender, Term Loan
      Lender or as one of the Required Lenders, Required Revolving Credit Lenders
      or
      Required Term Loan Lenders respectively.
      Each
      Lender understands that the Administrative Agent or an Affiliate thereof
      purchased on the Original Closing Date Stock of Holdings representing
      approximately 1% of the issued and outstanding Stock, as of the Original Closing
      Date, thereof.

    
      
         

        CREDIT
          AGREEMENT

        DUFF
          & PHELPS, LLC

      

    

    
      
        
        

      

      
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    Section 10.7 Lender
      Credit Decision.
      Each
      Lender and each L/C Issuer acknowledges that it shall, independently and without
      reliance upon the Administrative Agent, any Lender or L/C Issuer or any of
      their
      Related Persons or upon any document (including the Disclosure Documents) solely
      or in part because such document was transmitted by the Administrative Agent
      or
      any of its Related Persons, conduct its own independent investigation of the
      financial condition and affairs of each Loan Party and make and continue to
      make
      its own credit decisions in connection with entering into, and taking or not
      taking any action under, any Loan Document or with respect to any transaction
      contemplated in any Loan Document, in each case based on such documents and
      information as it shall deem appropriate.

    


    Section 10.8 Expenses;
      Indemnities.
      (a)
      Each
      Lender agrees to reimburse the Administrative Agent and each of its Related
      Persons (to the extent not reimbursed by any Loan Party) promptly upon demand
      for such Lender’s Pro Rata Share with respect to the Facilities of any costs and
      expenses (including fees, charges and disbursements of financial, legal and
      other advisors and Other Taxes paid in the name of, or on behalf of, any Loan
      Party) that may be incurred by the Administrative Agent or any of its Related
      Persons in connection with the preparation, syndication, execution, delivery,
      administration, modification, consent, waiver or enforcement (whether through
      negotiations, through any work-out, bankruptcy, restructuring or other legal
      or
      other proceeding or otherwise) of, or legal advice in respect of its rights
      or
      responsibilities under, any Loan Document.

    


    (b) Each
      Lender further agrees to indemnify the Administrative Agent and each of its
      Related Persons (to the extent not reimbursed by any Loan Party), from and
      against such Lender’s aggregate Pro Rata Share with respect to the Facilities of
      the Liabilities (including taxes, interests and penalties imposed for not
      properly withholding or backup withholding on payments made to on or for the
      account of any Lender) that may be imposed on, incurred by or asserted against
      the Administrative Agent or any of its Related Persons in any matter relating
      to
      or arising out of, in connection with or as a result of any Loan Document or
      any
      other act, event or transaction related, contemplated in or attendant to any
      such document, or, in each case, any action taken or omitted to be taken by
      the
      Administrative Agent or any of its Related Persons under or with respect to
      any
      of the foregoing; provided,
      however,
      that no
      Lender shall be liable to the Administrative Agent or any of its Related Persons
      to the extent such liability has resulted primarily from the gross negligence
      or
      willful misconduct of the Administrative Agent or, as the case may be, such
      Related Person, as determined by a court of competent jurisdiction in a final
      non-appealable judgment or order.

     

    Section 10.9 Resignation
      of Administrative Agent
      or
      L/C Issuer.
      (a)
      The
      Administrative Agent may resign at any time by delivering notice of such
      resignation to the Lenders and the Borrower, effective on the date set forth
      in
      such notice or, if not such date is set forth therein, upon the date such notice
      shall be effective. If the Administrative Agent delivers any such notice, the
      Required Lenders shall have the right to appoint a successor Administrative
      Agent. If, within 30 days after the retiring Administrative Agent having given
      notice of resignation, no successor Administrative Agent has been appointed
      by
      the Required Lenders that has accepted such appointment, then the retiring
      Administrative Agent may, on behalf of the Lenders, appoint a successor
      Administrative Agent from among the Lenders. Each appointment under this
clause
      (a)
      shall be
      subject to the prior consent of the Borrower, which may not be unreasonably
      withheld but shall not be required during the continuance of a
      Default.

    
      
         

        CREDIT
          AGREEMENT

        DUFF
          & PHELPS, LLC

      

    

    
      
        
        

      

      
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    (b) Effective
      immediately upon its resignation, (i) the retiring Administrative Agent shall
      be
      discharged from its duties and obligations under the Loan Documents, (ii) the
      Lenders shall assume and perform all of the duties of the Administrative Agent
      until a successor Administrative Agent shall have accepted a valid appointment
      hereunder, (iii) the retiring Administrative Agent and its Related Persons
      shall
      no longer have the benefit of any provision of any Loan Document other than
      with
      respect to any actions taken or omitted to be taken while such retiring
      Administrative Agent was, or because such Administrative Agent had been, validly
      acting as Administrative Agent under the Loan Documents and (iv) subject to
      its
      rights under Section 10.3,
      the
      retiring Administrative Agent shall take such action as may be reasonably
      necessary to assign to the successor Administrative Agent its rights as
      Administrative Agent under the Loan Documents. Effective immediately upon its
      acceptance of a valid appointment as Administrative Agent, a successor
      Administrative Agent shall succeed to, and become vested with, all the rights,
      powers, privileges and duties of the retiring Administrative Agent under the
      Loan Documents.

     

    (c) Any
      L/C
      Issuer may resign at any time by delivering notice of such resignation to the
      Administrative Agent, effective on the date set forth in such notice or, if
      no
      such date is set forth therein, on the date such notice shall be effective.
      Upon
      such resignation, the L/C Issuer shall remain an L/C Issuer and shall retain
      its
      rights and obligations in its capacity as such (other than any obligation to
      Issue Letters of Credit but including the right to receive fees or to have
      Lenders participate in any L/C Reimbursement Obligation thereof) with respect
      to
      Letters of Credit issued by such L/C Issuer prior to the date of such
      resignation and shall otherwise be discharged from all other duties and
      obligations under the Loan Documents.

     

    Section 10.10 Release
      of Collateral or Guarantors.
      Each
      Lender and L/C Issuer hereby consents to the release and hereby directs the
      Administrative Agent to release (or, in the case of clause
      (b)(ii)
      below,
      release or subordinate) the following:

    


    (a) any
      Subsidiary of Holdings from its guaranty of any Obligation of any Loan Party
      if
      all of the Securities of such Subsidiary owned by all Group Members are Sold
      in
      a Sale or Sales permitted under the Loan Documents (including pursuant to a
      waiver or consent); and 

     

    (b) any
      Lien
      held by the Administrative Agent for the benefit of the Secured Parties against
      (i) any Collateral that is Sold by a Loan Party in a Sale permitted by the
      Loan
      Documents (including pursuant to a valid waiver or consent), (ii) any property
      subject to a Lien permitted hereunder in reliance upon Section 8.2(d)
      or
(g)
      or, as
      it pertains to Section
      8.2(c)
      or
(d),
      Section
      8.2(e)
      and
      (iii) all of the Collateral and all Loan Parties, upon (A) termination of the
      Commitments, (B) payment and satisfaction in full of all Loans, all L/C
      Reimbursement Obligations and all other Obligations that the Administrative
      Agent has been notified in writing are then due and payable (other than, while
      no acceleration of the Obligations under the Loan Documents has occurred,
      Obligations under Secured Hedging Agreements), and (C) deposit of cash
      collateral with respect to all contingent Obligations (or, in the case of any
      L/C Obligation to which the Administrative Agent has given its approval, a
      back-up letter of credit in form and substance reasonably satisfactory to the
      Administrative Agent has been issued), in amounts and on terms and conditions
      and with parties reasonably satisfactory to the Administrative Agent and each
      Indemnitee that is owed such Obligations.

     

    Each
      Lender and L/C Issuer hereby directs the Administrative Agent, and the
      Administrative Agent hereby agrees, upon receipt of reasonable advance notice
      from the Borrower, to execute and deliver or file such documents and to perform
      other actions reasonably necessary to release the guaranties and release (or
      subordinate as applicable) Liens when and as directed in this Section 10.10.

    
      
         

        CREDIT
          AGREEMENT

        DUFF
          & PHELPS, LLC

      

    

    
      
        
        

      

      
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    Section 10.11 Additional
      Secured Parties.
      The
      benefit of the provisions of the Loan Documents directly relating to the
      Collateral or any Lien granted thereunder shall extend to and be available
      to
      any Secured Party that is not a Lender or L/C Issuer as long as, by accepting
      such benefits, such Secured Party agrees, as among the Administrative Agent
      and
      all other Secured Parties, that such Secured Party is bound by (and, if
      requested by the Administrative Agent, shall confirm such agreement in a writing
      in form and substance acceptable to the Administrative Agent) Section
      2. 13,
      this
Article X,
      Section 11.8
      (Right
      of Setoff),
      Section 11.9
      (Sharing
      of Payments)
      and
Section 11.20
      (Confidentiality)
      and the
      decisions and actions of the Administrative Agent and the Required Lenders
      (or,
      where expressly required by the terms of this Agreement, a greater proportion
      of
      the Lenders) to the same extent a Lender is bound; provided,
      however,
      that,
      notwithstanding the foregoing, (a) such Secured Party shall be bound by
Section 10.8
      only to
      the extent of Liabilities, costs and expenses with respect to or otherwise
      relating to the Collateral held for the benefit of such Secured Party, in which
      case the obligations of such Secured Party thereunder shall not be limited
      by
      any concept of Pro Rata Share or similar concept, (b) each of the Administrative
      Agent, the Lenders and the L/C Issuers shall be entitled to act at its sole
      discretion, without regard to the interest of such Secured Party, regardless
      of
      whether any Obligation to such Secured Party thereafter remains outstanding,
      is
      deprived of the benefit of the Collateral, becomes unsecured or is otherwise
      affected or put in jeopardy thereby, and without any duty or liability to such
      Secured Party or any such Obligation and (c) such Secured Party shall not have
      any right to be notified of, consent to, direct, require or be heard with
      respect to, any action taken or omitted in respect of the Collateral or under
      any Loan Document.

    


    Section 10.12 Co-Agents.
      None of
      the Lenders identified on the facing page, in the preamble or on the signature
      pages of this Agreement or any related document as “syndication agent”, “lead
      arranger” or “bookrunner” shall have any right, power, obligation, liability,
      responsibility or duty under this Agreement other than those applicable to
      all
      Lenders as such. Without limiting the foregoing, none of the Lenders so
      identified as “syndication agent”, “lead arranger” or “bookrunner” shall have or
      be deemed to have any fiduciary relationship with any Lender. Each Lender
      acknowledges that it has not relied, and will not rely, on any of the Lenders
      so
      identified in deciding to enter into this Agreement or in taking or not taking
      action hereunder.

    


    ARTICLE XI

     

    MISCELLANEOUS

     

    Section 11.1 Amendments,
      Waivers, Etc.
      (a)
      No
      amendment or waiver of any provision of any Loan Document (other than the Fee
      Letter, the Control Agreements and the L/C Reimbursement Agreements) and no
      consent to any departure by any Loan Party therefrom shall be effective unless
      the same shall be in writing and signed (1) in the case of an amendment, consent
      or waiver to cure any ambiguity, omission, defect or inconsistency or granting
      a
      new Lien for the benefit of the Secured Parties or extending an existing Lien
      over additional property, by the Administrative Agent and the Borrower and
      any
      other Loan Party directly affected thereby, (2) in the case of any other waiver
      or consent, by the Required Lenders (or by the Administrative Agent with the
      consent of the Required Lenders) and (3) in the case of any other amendment,
      by
      the Required Lenders (or by the Administrative Agent with the consent of the
      Required Lenders) and the Borrower; provided,
      however,
      that no
      amendment, consent or waiver described in clause (2)
      or
(3)
      above
      shall, unless in writing and signed by each Lender directly affected thereby
      (or
      by the Administrative Agent with the consent of such Lender), in addition to
      any
      other Person the signature of which is otherwise required pursuant to any Loan
      Document, do any of the following: 

    
      
         

        CREDIT
          AGREEMENT

        DUFF
          & PHELPS, LLC

      

    

    
      
        
        

      

      
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    (i) waive
      any
      condition specified in Section 3.1,
      except
      any condition referring to any other provision of any Loan
      Document;

     

    (ii) increase
      the Commitment of such Lender or subject such Lender to any additional
      obligation;

     

    (iii) reduce
      (including through release, forgiveness, assignment or otherwise) (A) the
      principal amount of, the interest rate on, or any obligation of the Borrower
      to
      repay (whether or not on a fixed date), any outstanding Loan owing to such
      Lender, (B) any fee or accrued interest payable to such Lender or (C) if
      such Lender is a Revolving Credit Lender, any L/C Reimbursement Obligation
      or
      any obligation of the Borrower to repay (whether or not on a fixed date) any
      L/C
      Reimbursement Obligation; provided,
      however,
      that
      this clause
      (iii)
      does not
      apply to (x) any change to any provision increasing any interest rate or
      fee during the continuance of an Event of Default or to any payment of any
      such
      increase or (y) any modification to any financial covenant set forth in
Article V
      or in
      any definition set forth therein or principally used therein;

     

    (iv) waive
      or
      postpone any scheduled maturity date or other scheduled date fixed for the
      payment, in whole or in part, of principal of or interest on any Loan or fee
      owing to such Lender or for the reduction of such Lender’s Commitment;
provided,
      however,
      that
      this clause
      (iv)
      does not
      apply to any change to mandatory prepayments, including those required under
      Section 2.8,
      or to
      the application of any payment, including as set forth in Section 2.12;

     

    (v) except
      as
      provided in Section 10.10,
      release
      all or substantially all of the Collateral or any Guarantor from its guaranty
      of
      any Obligation of the Borrower; 

     

    (vi) reduce
      or
      increase the proportion of Lenders required for the Lenders (or any subset
      thereof) to take any action hereunder or change the definition of the terms
      “Required Lenders”, “Pro Rata Share” or “Pro Rata Outstandings”; or


     

    (vii) amend
      Section
      10.10
      (Release
      of Collateral or Guarantor),
      Section 11.9
      (Sharing
      of Payments)
      or this
Section 11.1;

     

    and
      provided,
      further,
      that
      (x)(A) any waiver of any payment applied pursuant to Section 2.12(b)
      (Application
      of Mandatory Prepayments)
      to, and
      any modification of the application of any such payment to, (1) the Term Loans
      shall require the consent of the Required Term Loan Lenders and (2) the
      Revolving Loans shall require the consent of the Required Revolving Credit
      Lenders, (B) any change to the definition of the term “Required Term Loan
      Lender” shall require the consent of the Required Term Loan Lenders and (C) any
      change to the definition of the term “Required Revolving Credit Lender” shall
      require the consent of the Required Revolving Credit Lenders, and (y) no
      amendment, waiver or consent shall affect the rights or duties under any Loan
      Document of, or any payment to, the Administrative Agent (or otherwise modify
      any provision of Article X
      or the
      application thereof), the Swingline Lender, any L/C Issuer or any SPV that
      has
      been granted an option pursuant to Section 11.2(f)
      unless
      in writing and signed by the Administrative Agent, the Swingline Lender, such
      L/C Issuer or, as the case may be, such SPV in addition to any signature
      otherwise required.

    
      
         

        CREDIT
          AGREEMENT

        DUFF
          & PHELPS, LLC

      

    

    
      
        
        

      

      
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    (b) Each
      waiver or consent under any Loan Document shall be effective only in the
      specific instance and for the specific purpose for which it was given. No notice
      to or demand on any Loan Party shall entitle any Loan Party to any notice or
      demand in the same, similar or other circumstances. No failure on the part
      of
      any Secured Party to exercise, and no delay in exercising, any right hereunder
      shall operate as a waiver thereof, nor shall any single or partial exercise
      of
      any such right preclude any other or further exercise thereof or the exercise
      of
      any other right.

     

    Section 11.2 Assignments
      and Participations; Binding Effect.
      (a) Binding
      Effect.
      This
      Agreement shall become effective when it shall have been executed by Holdings,
      the Borrower and the Administrative Agent and when the Administrative Agent
      shall have been notified by each Lender and L/C Issuer that such Lender or
      L/C
      Issuer has executed it. Thereafter, it shall be binding upon and inure to the
      benefit of, but only to the benefit of, Holdings, the Borrower (in each case
      except for Article X),
      the
      Administrative Agent, each Lender and L/C Issuer and, to the extent provided
      in
Section 10.11,
      each
      other Indemnitee and Secured Party and, in each case, their respective
      successors and permitted assigns. Except as expressly provided in any Loan
      Document (including in Section 10.9),
      none
      of Holdings, the Borrower, any L/C Issuer or the Administrative Agent shall
      have
      the right to assign any rights or obligations hereunder or any interest
      herein.

    


    (b) Right
      to Assign.
      Each
      Lender may sell, transfer, negotiate or assign all or a portion of its rights
      and obligations hereunder (including all or a portion of its Commitments and
      its
      rights and obligations with respect to Loans and Letters of Credit) to (i)
      any
      existing Lender, (ii) any Affiliate or Approved Fund of any existing
      Lender or (iii) any other Person acceptable (which acceptance shall not be
      unreasonably withheld or delayed) to the Administrative Agent and, as long
      as no
      Event of Default is continuing, the Borrower; provided,
      however,
      that (x)
      such
      Sales do not have to be ratable between the Facilities but must be ratable
      among
      the obligations owing to and owed by such Lender with respect to a Facility
      and
      (y) for each Facility, the aggregate outstanding principal amount (determined
      as
      of the effective date of the applicable Assignment) of the Loans, Commitments
      and L/C Obligations subject to any such Sale shall be an integral multiple
      of
      $1,000,000, unless such Sale is made to an existing Lender or an Affiliate
      or
      Approved Fund of any existing Lender, is of the assignor’s (together with its
      Affiliates and Approved Funds) entire interest in such Facility or is made
      with
      the prior consent of the Borrower and the Administrative Agent.

     

    (c) Procedure.
      The
      parties to each Sale made in reliance on clause
      (b)
      above
      (other than assignments to an Affiliate or Approved Fund of a Lender or those
      described in clause
      (e)
      or
(f)
      below)
      shall execute and deliver to the Administrative Agent (which shall keep a copy
      thereof) an Assignment, together with any existing Note subject to such Sale
      (or
      any affidavit of loss therefor reasonably acceptable to the Administrative
      Agent), any tax forms required to be delivered pursuant to Section 2.17(g)
      and
      payment by the assignee of an assignment fee in the amount of $3,500. Upon
      receipt of all the foregoing, and conditioned upon such receipt and upon the
      Administrative Agent and, as long as no Event of Default is continuing, the
      Borrower consenting to such Assignment (which consent from the Borrower shall
      not be unreasonably withheld), from and after the effective date specified
      in
      such Assignment, the Administrative Agent shall record or cause to be recorded
      in the Register the information contained in such Assignment.

    
      
         

        CREDIT
          AGREEMENT

        DUFF
          & PHELPS, LLC

      

    

    
      
        
        

      

      
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    (d) Effectiveness.
      Effective upon the entry of such record in the Register, (i) such assignee
      shall become a party hereto and, to the extent that rights and obligations
      under
      the Loan Documents have been assigned to such assignee pursuant to such
      Assignment, shall have the rights and obligations of a Lender, (ii) any
      applicable Note shall be transferred to such assignee through such entry and
      (iii) the assignor thereunder shall, to the extent that rights and obligations
      under this Agreement have been assigned by it pursuant to such Assignment,
      relinquish its rights (except for those surviving the termination of the
      Commitments and the payment in full of the Obligations) and be released from
      its
      obligations under the Loan Documents, other than those relating to events or
      circumstances occurring prior to such assignment (and, in the case of an
      Assignment covering all or the remaining portion of an assigning Lender’s rights
      and obligations under the Loan Documents, such Lender shall cease to be a party
      hereto except that each Lender agrees to remain bound by Article X,
      Section 11.8
      (Right
      of Setoff)
      and
Section 11.9
      (Sharing
      of Payments)
      to the
      extent provided in Section 10.11
      (Additional
      Secured Parties)).

     

    (e) Grant
      of Security Interests.
      In
      addition to the other rights provided in this Section 11.2,
      each
      Lender may grant
      a
      security interest in, or otherwise assign as collateral, any of its rights
      under
      this Agreement, whether now owned or hereafter acquired (including rights to
      payments of principal or interest on the Loans), to (A) any federal reserve
      bank
      (pursuant to Regulation A of the Federal Reserve Board), without notice to
      the
      Administrative Agent or (B) any holder of, or trustee for the benefit of
      the holders of, such Lender’s Securities by notice to the Administrative Agent;
provided,
      however,
      that no
      such holder or trustee, whether because of such grant or assignment or any
      foreclosure thereon (unless such foreclosure is made through an assignment
      in
      accordance with clause
      (b)
      above),
      shall be entitled to any rights of such Lender hereunder and no such Lender
      shall be relieved of any of its obligations hereunder.

     

    (f) Participants
      and SPVs.
      In
      addition to the other rights provided in this Section 11.2,
      each
      Lender may, (x) with notice to the Administrative Agent, grant to an SPV the
      option to make all or any part of any Loan that such Lender would otherwise
      be
      required to make hereunder (and the exercise of such option by such SPV and
      the
      making of Loans pursuant thereto shall satisfy the obligation of such Lender
      to
      make such Loans hereunder) and such SPV may assign to such Lender the right
      to
      receive payment with respect to any Obligation and (y) without notice to or
      consent from the Administrative Agent or the Borrower, sell participations
      to
      one or more Persons in or to all or a portion of its rights and obligations
      under the Loan Documents (including all its rights and obligations with respect
      to the Term Loans, Revolving Loans and Letters of Credit); provided,
      however,
      that,
      whether as a result of any term of any Loan Document or of such grant or
      participation, (i) no such SPV or participant shall have a commitment, or be
      deemed to have made an offer to commit, to make Loans hereunder, and, except
      as
      provided in the applicable option agreement, none shall be liable for any
      obligation of such Lender hereunder, (ii) such Lender’s rights and obligations,
      and the rights and obligations of the Loan Parties and the Secured Parties
      towards such Lender, under any Loan Document shall remain unchanged and each
      other party hereto shall continue to deal solely with such Lender, which shall
      remain the holder of the Obligations in the Register, except that (A) each
      such
      participant and SPV shall be entitled to the benefit of Sections 2.16
      (Breakage
      Costs; Increased Costs; Capital Requirements)
      and
2.17
      (Taxes),
      but
      only to the extent such participant or SPV delivers the tax forms such Lender
      is
      required to collect pursuant to Section 2.17(g)
      and then
      only to the extent of any amount to which such Lender would be entitled in
      the
      absence of any such grant or participation and (B) each such SPV may receive
      other payments that would otherwise be made to such Lender with respect to
      Loans
      funded by such SPV to the extent provided in the applicable option agreement
      and
      set forth in a notice provided to the Administrative Agent by such SPV and such
      Lender, provided,
      however,
      that in
      no case (including pursuant to clause
      (A)
      or
(B)
      above)
      shall an SPV or participant have the right to enforce any of the terms of any
      Loan Document, and (iii) the consent of such SPV or participant shall not be
      required (either directly, as a restraint on such Lender’s ability to consent
      hereunder or otherwise) for any amendments, waivers or consents with respect
      to
      any Loan Document or to exercise or refrain from exercising any powers or rights
      such Lender may have under or in respect of the Loan Documents (including the
      right to enforce or direct enforcement of the Obligations), except for those
      described in clauses (iii)
      and
(iv)
      of
Section 11.1(a)
      with
      respect to amounts, or dates fixed for payment of amounts, to which such
      participant or SPV would otherwise be entitled and, in the case of participants,
      except for those described in Section 11.1(a)(v)
      (or
      amendments, consents and waivers with respect to Section 10.10
      to
      release all or substantially all of the Collateral).
      No party
      hereto shall institute against any SPV grantee of an option pursuant to this
      clause
      (f)
      any
      bankruptcy, reorganization, insolvency, liquidation or similar proceeding,
      prior
      to the date that is one year and one day after the payment in full of all
      outstanding commercial paper of such SPV; provided,
      however,
      that
      each Lender having designated an SPV as such agrees to indemnify each Indemnitee
      against any Liability that may be incurred by, or asserted against, such
      Indemnitee as a result of failing to institute such proceeding (including a
      failure to get reimbursed by such SPV for any such Liability). The agreement
      in
      the preceding sentence shall survive the termination of the Commitments and
      the
      payment in full of the Obligations.

    
      
         

        CREDIT
          AGREEMENT

        DUFF
          & PHELPS, LLC

      

    

    
      
        
        

      

      
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    Section 11.3 Costs
      and Expenses.
      Any
      action taken by any Loan Party under or with respect to any Loan Document,
      even
      if required under any Loan Document or at the reasonable request of any Secured
      Party, shall be at the expense of such Loan Party, and no Secured Party shall
      be
      required under any Loan Document to reimburse any Loan Party or Group Member
      therefor except as expressly provided therein. In addition, the Borrower agrees
      to pay or reimburse upon demand (a) the Administrative Agent for all reasonable
      out-of-pocket costs and expenses incurred by it or any of its Related Persons
      in
      connection with the investigation, development, preparation, negotiation,
      syndication, execution, interpretation or administration of, any modification
      of
      any term of or termination of, any Loan Document, any commitment or proposal
      letter therefor, any other document prepared in connection therewith or the
      consummation and administration of any transaction contemplated therein, in
      each
      case including the reasonable fees, charges and disbursements of one legal
      counsel to the Administrative Agent or such Related Persons (and such local
      counsel as the Administrative Agent may reasonably retain), reasonable fees,
      costs and expenses incurred in connection with Intralinks®
      or any
      other E-System and allocated to the Facilities by the Administrative Agent
      in
      its reasonable discretion and reasonable fees, charges and disbursements of
      the
      auditors, appraisers, printers and other of their Related Persons retained
      by or
      on behalf of any of them or any of their Related Persons, (b) the Administrative
      Agent for all reasonable costs and expenses incurred by it or any of its Related
      Persons in connection with internal audit reviews, field examinations and
      Collateral examinations required by the terms of this Agreement (which shall
      be
      reimbursed, in addition to the reasonable out-of-pocket costs and expenses
      of
      such examiners, at the per diem rate per individual charged by the
      Administrative Agent for its examiners) and (c) each of the Administrative
      Agent, its Related Persons, and each Lender and L/C Issuer for all reasonable
      costs and expenses incurred in connection with (i) any refinancing or
      restructuring of the credit arrangements provided hereunder in the nature of
      a
“work-out”, (ii) the enforcement or preservation of any right or remedy under
      any Loan Document, any Obligation, with respect to the Collateral or any other
      related right or remedy or (iii) the commencement, defense, conduct of,
      intervention in, or the taking of any other action with respect to, any
      proceeding (including any bankruptcy or insolvency proceeding) related to any
      Group Member, Loan Document or Obligation (or the response to and preparation
      for any subpoena or request for document production relating thereto), including
      reasonable fees and disbursements of counsel (including reasonable allocated
      costs of internal counsel).

    
      
         

        CREDIT
          AGREEMENT

        DUFF
          & PHELPS, LLC

      

    

    
      
        
        

      

      
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    Section 11.4 Indemnities.
      (a)
      The
      Borrower agrees to indemnify, hold harmless and defend the Administrative Agent,
      each Lender, each L/C Issuer, each Person (other than the Borrower) party to
      a
      Secured Hedging Agreement, each Person that each L/C Issuer causes to Issue
      Letters of Credit hereunder and each of their respective Related Persons (each
      such Person being an “Indemnitee”)
      from
      and against all Liabilities (including brokerage commissions, fees and other
      compensation) that may be imposed on, incurred by or asserted against any such
      Indemnitee in any matter relating to or arising out of, in connection with
      or as
      a result of (i) any Loan Document, any Disclosure Document, any Obligation
      (or
      the repayment thereof), any Letter of Credit, the use or intended use of the
      proceeds of any Loan or the use of any Letter of Credit, or any securities
      filing of, or with respect to, any Group Member, (ii) any commitment letter,
      proposal letter or term sheet with any Person or any Contractual Obligation,
      arrangement or understanding with any broker, finder or consultant, in each
      case
      entered into by or on behalf of the Acquired Company, any Group Member or any
      Affiliate of any of them in connection with any of the foregoing and any
      Contractual Obligation entered into in connection with any E-Systems or other
      Electronic Transmissions, (iii) any actual or prospective investigation,
      litigation or other proceeding, whether or not brought by any such Indemnitee
      or
      any of its Related Persons, any holders of Securities or creditors (and
      including reasonable attorneys’
      fees in any case), whether or not any such Indemnitee, Related Person, holder
      or
      creditor is a party thereto, and whether or not based on any securities or
      commercial law or regulation or any other Requirement of Law or theory thereof,
      including common law, equity, contract, tort or otherwise, or (iv) any other
      act, event or transaction related, contemplated in or attendant to any of the
      foregoing (collectively, the “Indemnified
      Matters”);
      provided,
      however,
      that
      the Borrower shall not have any liability under this Section 11.4
      to any
      Indemnitee with respect to any Indemnified Matter, and no Indemnitee shall
      have
      any liability with respect to any Indemnified Matter other than (to the extent
      otherwise liable), to the extent such liability has resulted from the gross
      negligence or willful misconduct of such Indemnitee, as determined by a court
      of
      competent jurisdiction in a final non appealable judgment or order. Furthermore,
      each of Holdings and the Borrower waives and agrees not to assert against any
      Indemnitee, and shall cause each other Loan Party to waive and not assert
      against any Indemnitee, any right of contribution with respect to any
      Liabilities that may be imposed on, incurred by or asserted against any Related
      Person.

    


    (b) Without
      limiting the foregoing, “Indemnified
      Matters”
      includes all Environmental Liabilities, including those arising from, or
      otherwise involving, any property of any Related Person or any actual, alleged
      or prospective damage to property or natural resources or harm or injury alleged
      to have resulted from any Release of Hazardous Materials on, upon or into such
      property or natural resource or any property on or contiguous to any real
      property of any Related Person, whether or not, with respect to any such
      Environmental Liabilities, any Indemnitee is a mortgagee in
      possession, the successor-in-interest to any Related Person or the
      owner
      or
      operator of any property of any Related Person through any foreclosure action,
      in each case except to the extent such Environmental Liabilities (i) are
      incurred solely following foreclosure by any Secured Party or following any
      Secured Party having become the successor-in-interest to any Loan Party and
      (ii) are attributable solely to acts of such Indemnitee.

    
      
         

        CREDIT
          AGREEMENT

        DUFF
          & PHELPS, LLC

      

    

    
      
        
        

      

      
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    Section 11.5 Survival.
      Any
      indemnification or other protection provided to any Indemnitee pursuant to
      any
      Loan Document (including pursuant to Section 2.17
      (Taxes),
      Section 2.16 (Breakage
      Costs; Increased Costs; Capital Requirements),
      Article X
      (The
      Administrative Agent),
      Section 11.3
      (Costs
      and Expenses),
      Section 11.4
      (Indemnities)
      or
      this
Section 11.5)
      and all
      representations and warranties made in any Loan Document shall (A) survive
      the termination of the Commitments and the payment in full of other Obligations
      and (B) inure to the benefit of any Person that at any time held a right
      thereunder (as an Indemnitee or otherwise) and, thereafter, its successors
      and
      permitted assigns.

    


    Section 11.6 Limitation
      of Liability for Certain Damages.
      In no
      event shall any Indemnitee be liable on any theory of liability for any special,
      indirect, consequential or punitive damages (including any loss of profits,
      business or anticipated savings). Each of Holdings and the Borrower hereby
      waives, releases and agrees (and shall cause each other Loan Party to waive,
      release and agree) not to sue upon any such claim for any special, indirect,
      consequential or punitive damages, whether or not accrued and whether or not
      known or suspected to exist in its favor.

     

    Section 11.7 Lender-Creditor
      Relationship.
      The
      relationship between the Lenders, the L/C Issuers and the Administrative Agent,
      on the one hand, and the Loan Parties, on the other hand, is solely that of
      lender and creditor. No Secured Party has any fiduciary relationship or duty
      to
      any Loan Party arising out of or in connection with, and there is no agency,
      tenancy or joint venture relationship between the Secured Parties and the Loan
      Parties by virtue of, any Loan Document or any transaction contemplated
      therein.

    


    Section 11.8 Right
      of Setoff.
      Each of
      the Administrative Agent, each Lender, each L/C Issuer and each Affiliate
      (including each branch office thereof) of any of them is hereby authorized,
      without notice or demand (each of which is hereby waived by Holdings and the
      Borrower), at any time and from time to time during the continuance of any
      Event
      of Default and to the fullest extent permitted by applicable Requirements of
      Law, to set off and apply any and all deposits (whether general or special,
      time
      or demand, provisional or final) at any time held and other Indebtedness, claims
      or other obligations at any time owing by the Administrative Agent, such Lender,
      such L/C Issuer or any of their respective Affiliates to or for the credit
      or
      the account of Holdings or the Borrower against any Obligation of any Loan
      Party
      now or hereafter existing, whether or not any demand was made under any Loan
      Document with respect to such Obligation and even though such Obligation may
      be
      unmatured. Each of the Administrative Agent, each Lender and each L/C Issuer
      agrees promptly to notify the Borrower and the Administrative Agent after any
      such setoff and application made by such Lender or its Affiliates; provided,
      however,
      that
      the failure to give such notice shall not affect the validity of such setoff
      and
      application. The rights under this Section 11.8
      are in
      addition to any other rights and remedies (including other rights of setoff)
      that the Administrative Agent, the Lenders and the L/C Issuers and their
      Affiliates and other Secured Parties may have.

    
      
         

        CREDIT
          AGREEMENT

        DUFF
          & PHELPS, LLC

      

    

    
      
        
        

      

      
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    Section 11.9 Sharing
      of Payments, Etc.
      If any
      Lender, directly or through an Affiliate or branch office thereof, obtains
      any
      payment of any Obligation of any Loan Party (whether voluntary, involuntary
      or
      through the exercise of any right of setoff or the receipt of any Collateral
      or
“proceeds”
(as
      defined under the applicable UCC) of Collateral) other than pursuant to
Sections 2.16
      (Breakage
      Costs; Increased Costs; Capital Requirements),
      2.17
      (Taxes)
      and
2.18
      (Substitution
      of Lenders)
      and
      such payment exceeds the amount such Lender would have been entitled to receive
      if all payments had gone to, and been distributed by, the Administrative Agent
      in accordance with the provisions of the Loan Documents, such Lender shall
      purchase for cash from other Secured Parties such participations in their
      Obligations as necessary for such Lender to share such excess payment with
      such
      Secured Parties to ensure such payment is applied as though it had been received
      by the Administrative Agent and applied in accordance with this Agreement (or,
      if such application would then be at the discretion of the Borrower, applied
      to
      repay the Obligations in accordance herewith); provided,
      however,
      that
      (a) if such payment is rescinded or otherwise recovered from such Lender or
      L/C
      Issuer in whole or in part, such purchase shall be rescinded and the purchase
      price therefor shall be returned to such Lender or L/C Issuer without interest
      and (b) such Lender shall, to the fullest extent permitted by applicable
      Requirements of Law, be able to exercise all its rights of payment (including
      the right of setoff) with respect to such participation as fully as if such
      Lender were the direct creditor of the Borrower in the amount of such
      participation.

    


    Section 11.10 Marshaling;
      Payments Set Aside.
      No
      Secured Party shall be under any obligation to marshal any property in favor
      of
      any Loan Party or any other party or against or in payment of any Obligation.
      To
      the extent that any Secured Party receives a payment from the Borrower, from
      the
      proceeds of the Collateral, from the exercise of its rights of setoff, any
      enforcement action or otherwise, and such payment is subsequently, in whole
      or
      in part, invalidated, declared to be fraudulent or preferential, set aside
      or
      required to be repaid to a trustee, receiver or any other party, then to the
      extent of such recovery, the obligation or part thereof originally intended
      to
      be satisfied, and all Liens, rights and remedies therefor, shall be revived
      and
      continued in full force and effect as if such payment had not
      occurred.

    


    Section 11.11 Notices.
      (a) Addresses.
      All
      notices, demands, requests, directions and other communications required or
      expressly authorized to be made by this Agreement shall, whether or not
      specified to be in writing but unless otherwise expressly specified to be given
      by any other means, be given in writing and (i) (A) if addressed to Holdings
      or
      the Borrower, to it c/o Duff & Phelps, LLC, 55 East 52nd
      Street,
      New York, NY 10055, Attention: Jacob L. Silverman, Tel: (212) 450-2880, Fax:
      (212) 450-2801, (B) if to the Administrative Agent or the Swingline Lender,
      to
      General Electric Capital Corporation, 299 Park Avenue, New York, NY 10171,
      Attention: Duff & Phelps, Account Officer, Tel: (646) 428-8000, Fax: (646)
      428-7297, with copies to: General Electric Capital Corporation, 299 Park Avenue,
      New York, NY 10171, Attention: Counsel; Global Sponsor Finance, Tel: (646)
      428-7221, Fax: (646) 428-7297; and King & Spalding LLP, 1185 Avenue of the
      Americas, New York, New York 10036, Attention: Robert S. Finley, Tel: (212)
      556-2142, Fax: (212) 556-2222 and
      (C)
      otherwise to the party to be notified at its address specified opposite its
      name
      on Schedule II
      or on
      the signature page of any applicable Assignment, (ii) posted to
      Intralinks®
      (to
      the
      extent such system is available and set up by or at the direction of the
      Administrative Agent prior to posting) in an appropriate location by uploading
      such notice, demand, request, direction or other communication to
      www.intralinks.com, faxing it to (866) 545-6600 with an appropriate bar-coded
      fax coversheet or using such other means of posting to Intralinks®
      as may
      be available and reasonably acceptable to the Administrative Agent prior to
      such
      posting, (iii) posted to any other E-System set up by or at the direction of
      the
      Administrative Agent in an appropriate location or (iv) addressed to such other
      address as shall be notified in writing (A) in the case of the Borrower, the
      Administrative Agent and the Swingline Lender, to the other parties hereto
      and
      (B) in the case of all other parties, to the Borrower and the Administrative
      Agent. Transmission by electronic mail (including E-Fax, even if transmitted
      to
      the fax numbers set forth in clause
      (i)
      above)
      shall not be sufficient or effective to transmit any such notice under this
      clause
      (a)
      unless
      such transmission is an available means to post to any
      E-System.

    
      
         

        CREDIT
          AGREEMENT

        DUFF
          & PHELPS, LLC

      

    

    
      
        
        

      

      
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    (b) Effectiveness.
      All
      communications described in clause
      (a)
      above
      and all other notices, demands, requests and other communications made in
      connection with this Agreement shall be effective and be deemed to have been
      received (i) if delivered by hand, upon personal delivery, (ii) if delivered
      by
      overnight courier service, one Business Day after delivery to such courier
      service, (iii) if delivered by mail, when deposited in the mails, (iv) if
      delivered by facsimile (other than to post to an E-System pursuant to
clause
      (a)(ii)
      or
(a)(iii)
      above),
      upon sender’s receipt of confirmation of proper transmission, and (v) if
      delivered by posting to any E-System, on the later of the date of such posting
      in an appropriate location and the date access to such posting is given to
      the
      recipient thereof in accordance with the standard procedures applicable to
      such
      E-System; provided,
      however,
      that no
      communications to the Administrative Agent pursuant to Article II
      or
Article X
      shall be
      effective until received by the Administrative Agent.

     

    Section 11.12 Electronic
      Transmissions.
      (a) Authorization.
      Subject
      to the provisions of Section 11.11(a),
      each of
      the Administrative Agent, the Borrower, the Lenders, the L/C Issuers and each
      of
      their Related Persons is authorized (but not required) to transmit, post or
      otherwise make or communicate, in its sole discretion, Electronic Transmissions
      in connection with any Loan Document and the transactions contemplated therein.
      Each of Holdings, the Borrower and each Secured Party hereby acknowledges and
      agrees, and each of Holdings and the Borrower shall cause each other Group
      Member to acknowledge and agree, that the use of Electronic Transmissions is
      not
      necessarily secure and that there are risks associated with such use, including
      risks of interception, disclosure and abuse and each indicates it assumes and
      accepts such risks by hereby authorizing the transmission of Electronic
      Transmissions.

    


    (b) Signatures.
      Subject
      to the provisions of Section 11.11(a),
      (i)(A)
      no posting to any E-System shall be denied legal effect merely because it is
      made electronically, (B) each E-Signature on any such posting shall be
      deemed sufficient to satisfy any requirement for a “signature” and (C) each
      such posting shall be deemed sufficient to satisfy any requirement for a
“writing”, in each case including pursuant to any Loan Document, any applicable
      provision of any UCC, the federal Uniform Electronic Transactions Act, the
      Electronic Signatures in Global and National Commerce Act and any substantive
      or
      procedural Requirement of Law governing such subject matter, (ii) each such
      posting that is not readily capable of bearing either a signature or a
      reproduction of a signature may be signed, and shall be deemed signed, by
      attaching to, or logically associating with such posting, an E-Signature, upon
      which each Secured Party and Loan Party may rely and assume the authenticity
      thereof, (iii) each such posting containing a signature, a reproduction of
      a
      signature or an E-Signature shall, for all intents and purposes, have the same
      effect and weight as a signed paper original and (iv) each party hereto or
      beneficiary hereto agrees not to contest the validity or enforceability of
      any
      posting on any E-System or E-Signature on any such posting under the provisions
      of any applicable Requirement of Law requiring certain documents to be in
      writing or signed; provided,
      however,
      that
      nothing herein shall limit such party’s or beneficiary’s right to contest
      whether any posting to any E-System or E-Signature has been altered after
      transmission.

     

    (c) Separate
      Agreements.
      All
      uses of an E-System shall be governed by and subject to, in addition to
Section 11.11
      and this
Section 11.12,
      separate terms and conditions posted or referenced in such E-System and related
      Contractual Obligations executed by Secured Parties and Group Members in
      connection with the use of such E-System.

    
      
         

        CREDIT
          AGREEMENT

        DUFF
          & PHELPS, LLC

      

    

    
      
        
        

      

      
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      (d) LIMITATION
        OF LIABILITY.
        ALL
        E-SYSTEMS AND ELECTRONIC TRANSMISSIONS SHALL BE PROVIDED “AS IS” AND “AS
        AVAILABLE”. NONE OF ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PERSONS WARRANTS
        THE ACCURACY, ADEQUACY OR COMPLETENESS OF ANY E-SYSTEMS OR ELECTRONIC
        TRANSMISSION, AND EACH DISCLAIMS ALL LIABILITY FOR ERRORS OR OMISSIONS THEREIN.
        NO WARRANTY OF ANY KIND IS MADE BY THE ADMINISTRATIVE AGENT OR ANY OF ITS
        RELATED PERSONS IN CONNECTION WITH ANY E-SYSTEMS OR ELECTRONIC COMMUNICATION,
        INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
        NON-INFRINGEMENT OF THIRD-PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE
        DEFECTS. 
        Each of
        Holdings, the Borrower and each Secured Party agrees (and each of Holdings
        and
        the Borrower shall cause each other Loan Party to agree) that the Administrative
        Agent has no responsibility for maintaining or providing any equipment,
        software, services or any testing required in connection with any Electronic
        Transmission or otherwise required for any E-System.

    

     

    Section 11.13 Governing
      Law.
      This
      Agreement, each other Loan Document that does not expressly set forth its
      applicable law, and the rights and obligations of the parties hereto and thereto
      shall be governed by, and construed and interpreted in accordance with, the
      law
      of the State of New York.

    


    Section 11.14 Jurisdiction.
      (a) Submission
      to Jurisdiction.
      Any
      legal action or proceeding with respect to any Loan Document may be brought
      in
      the courts of the State of New York located in the City of New York, Borough
      of
      Manhattan, or of the United States of America for the Southern District of
      New
      York and, by execution and delivery of this Agreement, each of Holdings and
      the
      Borrower hereby accepts for itself and in respect of its property, generally
      and
      unconditionally, the jurisdiction of the aforesaid courts. The parties hereto
      (and, to the extent set forth in any other Loan Document, each other Loan Party)
      hereby irrevocably waive any objection, including any objection to the laying
      of
      venue or based on the grounds of forum non conveniens,
      that
      any of them may now or hereafter have to the bringing of any such action or
      proceeding in such jurisdictions.

    


    (b) Service
      of Process.
      Each of
      Holdings and Borrower (and, to the extent set forth in any other Loan Document,
      each other Loan Party) hereby irrevocably waives personal service of any and
      all
      legal process, summons, notices and other documents and other service of process
      of any kind and consents to such service in any suit, action or proceeding
      brought in the United States of America with respect to or otherwise arising
      out
      of or in connection with any Loan Document by any means permitted by applicable
      Requirements of Law, including by the mailing thereof (by registered or
      certified mail, postage prepaid) to the address of Borrower specified in
Section 11.11
      (and
      shall be effective when such mailing shall be effective, as provided therein).
      Each of Holdings and the Borrower (and, to the extent set forth in any other
      Loan Document, each other Loan Party) agrees that a final judgment in any such
      action or proceeding shall be conclusive and may be enforced in other
      jurisdictions by suit on the judgment or in any other manner provided by
      law.

     

    (c) Non-Exclusive
      Jurisdiction.
      Nothing
      contained in this Section 11.14
      shall
      affect the right of the Administrative Agent or any Lender to serve process
      in
      any other manner permitted by applicable Requirements of Law or commence legal
      proceedings or otherwise proceed against any Loan Party in any other
      jurisdiction.

    
      
         

        CREDIT
          AGREEMENT

        DUFF
          & PHELPS, LLC

      

    

    
      
        
        

      

      
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    Section 11.15 Waiver
      of Jury Trial.
      Each
      party hereto hereby irrevocably waives trial by jury in any suit, action or
      proceeding with respect to, or directly or indirectly arising out of, under
      or
      in connection with, any Loan Document or the transactions contemplated therein
      or related thereto (whether founded in contract, tort or any other theory).
      Each
      party hereto (A) certifies that no other party and no Related Person of any
      other party has represented, expressly or otherwise, that such other party
      would
      not, in the event of litigation, seek to enforce the foregoing waiver and
      (B) acknowledges that it and the other parties hereto have been induced to
      enter into the Loan Documents, as applicable, by the mutual waivers and
      certifications in this Section 11.15.

    


    Section 11.16 Severability.
      Any
      provision of any Loan Document being held illegal, invalid or unenforceable
      in
      any jurisdiction shall not affect any part of such provision not held illegal,
      invalid or unenforceable, any other provision of any Loan Document or any part
      of such provision in any other jurisdiction.

    


    Section 11.17 Execution
      in Counterparts.
      This
      Agreement may be executed in any number of counterparts and by different parties
      in separate counterparts, each of which when so executed shall be deemed to
      be
      an original and all of which taken together shall constitute one and the same
      agreement. Signature pages may be detached from multiple separate counterparts
      and attached to a single counterpart. Delivery of an executed signature page
      of
      this Agreement by facsimile transmission or Electronic Transmission shall be
      as
      effective as delivery of a manually executed counterpart hereof.

    


    Section 11.18 Entire
      Agreement.
      The
      Loan Documents embody the entire agreement of the parties and supersede all
      prior agreements and understandings relating to the subject matter thereof
      and
      any prior letter of interest, commitment letter, fee letter, confidentiality
      and
      similar agreements involving any Loan Party and any of the Administrative Agent,
      any Lender or any L/C Issuer or any of their respective Affiliates relating
      to a
      financing of substantially similar form, purpose or effect. In the event of
      any
      conflict between the terms of this Agreement and any other Loan Document, the
      terms of this Agreement shall govern (unless such terms of such other Loan
      Documents are necessary to comply with applicable Requirements of Law, in which
      case such terms shall govern to the extent necessary to comply
      therewith).

    


    Section 11.19 Use
      of
      Name.
      Each of
      Holdings and the Borrower agrees, and shall cause each other Loan Party to
      agree, that it shall not, and none of its Affiliates shall, issue any press
      release or other public disclosure (other than any document filed with any
      Governmental Authority relating to a public offering of the Securities of any
      Loan Party) using the name, logo or otherwise referring to GE Capital or of
      any
      of its Affiliates, the Loan Documents or any transaction contemplated therein
      to
      which the Secured Parties are party without at least 2 Business Days’ prior
      notice to GE Capital and without the prior consent of GE Capital except to
      the
      extent required to do so under applicable Requirements of Law.

    


    Section 11.20 Non-Public
      Information; Confidentiality.
      (a)
      Each
      Lender and L/C Issuer acknowledges and agrees that it may receive material
      non-public information hereunder concerning the Loan Parties and their
      Affiliates and Securities and agrees to use such information in compliance
      with
      all relevant policies, procedures and Contractual Obligations and applicable
      Requirements of Laws (including United States federal and state security laws
      and regulations).

    
      
         

        CREDIT
          AGREEMENT

        DUFF
          & PHELPS, LLC

      

    

    
      
        
        

      

      
        97

        
          

        

      

      
        
        

      

    

     

    (b) Each
      Lender, L/C Issuer and the Administrative Agent agrees to use all reasonable
      efforts to maintain, in accordance with its customary practices, the
      confidentiality of information obtained by it pursuant to any Loan Document
      and
      designated in writing by any Loan Party as confidential, except that such
      information may be disclosed (i) with the Borrower’s consent, (ii) to Related
      Persons of such Lender, L/C Issuer or the Administrative Agent, as the case
      may
      be, or to any Person that any L/C Issuer causes to Issue Letters of Credit
      hereunder, that are advised of the confidential nature of such information
      and
      are instructed to keep such information confidential, (iii) to the extent such
      information presently is or hereafter becomes available to such Lender, L/C
      Issuer or the Administrative Agent, as the case may be, on a non-confidential
      basis from a source other than any Loan Party, (iv) to the extent disclosure
      is
      required by applicable Requirements of Law or other legal process or requested
      or demanded by any Governmental Authority, (v) to the extent necessary or
      customary for inclusion in league table measurements or in any tombstone or
      other advertising materials (and the Loan Parties consent to the publication
      of
      such tombstone or other advertising materials by the Administrative Agent,
      any
      Lender, any L/C Issuer or any of their Related Persons), (vi) to the
      National Association of Insurance Commissioners or any similar organization,
      any
      examiner or any nationally recognized rating agency or otherwise to the extent
      consisting of general portfolio information that does not identify borrowers,
      (vii) to current or prospective assignees, SPVs that are grantees of any option
      described in Section 11.2(f)
      or
      participants, direct or contractual counterparties to any Hedging Agreement
      permitted hereunder and to their respective Related Persons, in each case to
      the
      extent such assignees, SPVs, participants, counterparties or Related Persons
      agree to be bound by the provisions of this Section 11.20
      and
      (viii) in connection with the exercise of any remedy under any Loan Document.
      In
      the event of any conflict between the terms of this Section 11.20
      and
      those of any other Contractual Obligation entered into with any Loan Party
      (whether or not a Loan Document), the terms of this Section 11.20
      shall
      govern.

     

    Section 11.21 Patriot
      Act Notice.
      Each
      Lender subject to the USA Patriot Act of 2001 (31 U.S.C. 5318 et seq.) hereby
      notifies the Borrower that, pursuant to Section 326 thereof, it is required
      to
      obtain, verify and record information that identifies the Borrower, including
      the name and address of the Borrower and other information allowing such Lender
      to identify the Borrower in accordance with such act.

    


    [SIGNATURE
      PAGES FOLLOW]

    
       

      CREDIT
        AGREEMENT

      DUFF
        & PHELPS, LLC

        
          
            
            

          

          
            98

            
              

            

          

          
            
            

          

        



    

    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
      by
      their respective officers thereunto duly authorized, as of the date first above
      written.

    


    
      	
              DUFF
                & PHELPS, LLC

            
	
              as
                Borrower

            
	 
	
              By:

            	
              /s/
                Jacob Silverman

            
	 	
              Name:
                Jacob Silverman

            
	 	
              Title:
                Executive Vice President

            
	 	 
	
              DUFF
                & PHELPS ACQUISITIONS, LLC

            
	
              as
                Holdings

            
	 	 
	
              By:

            	
              /s/
                Jacob Silverman

            
	 	
              Name:
                Jacob Silverman

            
	 	
              Title:
                Executive Vice President

            


    


    Amended
      and Restated Credit Agreement


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              GENERAL
                ELECTRIC CAPITAL CORPORATION

            
	
              as
                Administrative Agent, L/C Issuer, Swingline

              Lender
                and Lender

            
	 
	
              By:

            	
              /s/
                Michelle Handy

            
	 	
              Name:
                Michelle Handy

            
	 	
              Title:
                Duly authorized signatory

            


    

     

    Amended
      and Restated Credit Agreement

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
              LASALLE
                BANK NATIONAL

              ASSOCIATION,
                as Syndication Agent and a

              Lender

            
	 
	
              By

            	
              /s/
                Emily Eigel

            
	 	
              Name:
                Emily Eigel

            
	 	
              Title:
                Vice President

            


    

     

    Amended
      and Restated Credit Agreement


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
              ING
                CAPITAL LLC, as a Lender

            
	 	 
	
              By

            	
              /s/
                Lawrence P. Eyink

            
	 	
              Name:
                Lawrence P. Eyink

            
	 	
              Title:
                Director

            


    

     

    Amended
      and Restated Credit Agreement


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              SOVEREIGN
                BANK, as a Lender

            
	 	 
	
              By

            	
              /s/
                Christine Gerula

            
	 	
              Name:
                Christine Gerula

            
	 	
              Title:
                Senior Vice President

            


    

     

    Amended
      and Restated Credit Agreement