exv10w1






Exhibit 10.1




INCREMENTAL SECOND-LIEN TERM LOAN AGREEMENT




DEUTSCHE BANK AG NEW YORK BRANCH

60 Wall Street

New York, New York 10005




August 11, 2009




Windy City Investments, Inc.

Nuveen Investments, Inc.

333 W. Wacker Drive

Chicago, IL 60606

Attn: John MacCarthy




Re: Incremental Second-Lien Term Loans




Ladies and Gentlemen:




          Reference is hereby made to the Credit Agreement, dated as of November 13, 2007 and amended as
of July 28, 2009 (as further amended, restated, amended and restated, supplemented or otherwise
modified from time to time, the “Credit Agreement”), among Windy City Investments, Inc., a
Delaware corporation (“Holdings”), Nuveen Investments, Inc. (f/k/a Windy City Acquisition
Corp.), a Delaware corporation (the “Borrower”), the Lenders party thereto from time to
time, Deutsche Bank AG New York Branch, as Administrative Agent, as First-Lien Collateral Agent and
as Second-Lien Collateral Agent, Deutsche Bank Securities Inc., Wells Fargo Securities, LLC (as
legal successor to Wachovia Capital Markets, LLC), Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Morgan Stanley Senior Funding, Inc., as Arrangers, Wells Fargo Securities, LLC (as
legal successor to Wachovia Capital Markets, LLC), as Syndication Agent, and Merrill Lynch, Pierce,
Fenner & Smith Incorporated and Morgan Stanley Senior Funding, Inc., as Documentation Agents.
Unless otherwise defined herein, capitalized terms used herein shall have the respective meanings
set forth in the Credit Agreement.




          Each Lender (each, an “Incremental Second-Lien Term Loan Lender”) party to this letter
agreement (this “Agreement”) hereby severally agrees to provide an Incremental Second-Lien
Term Loan Commitment set forth opposite its name on Annex I attached hereto (for each such
Incremental Second-Lien Term Loan Lender, its “Incremental Second-Lien Term Loan
Commitment”). Each Incremental Second-Lien Term Loan Commitment provided pursuant to this
Agreement shall be subject to all of the terms and conditions set forth in the Credit Agreement,
including, without limitation, Section 2.24 thereof.




          Each Incremental Second-Lien Term Loan Lender, the Borrower and the Administrative Agent
acknowledge and agree that (i) upon the incurrence of Incremental Second-Lien Term Loans pursuant
to the Incremental Second-Lien Term Loan Commitments hereunder, such Incremental Second-Lien Term
Loans shall (x) constitute Incremental Second-Lien Term Loans for the purposes of Section 2.24(a)
of the Credit Agreement and the relevant




 









 







basket for the incurrence of additional Incremental Second-Lien Term Loans thereunder (the
availability of which shall be deemed to be reduced from $50,000,000 to $0) and (y) be deemed to be
Second-Lien Term Loans for all other purposes (including, without limitation, for the purposes of
Section 2.12) of the Credit Agreement and the other applicable Loan Documents, (ii) for the
purposes of computing interest pursuant to Section 2.06(d) of the Credit Agreement, the Borrowing
of the Incremental Second-Lien Term Loans shall be deemed to have occurred on the First Amendment
Effective Date, (iii) on the first Interest Payment Date occurring after the Agreement Effective
Date, the Borrower shall be refunded in cash an amount equal to the aggregate amount of interest
accrued on the Incremental Second-Lien Term Loans from the First Amendment Effective Date through
the Agreement Effective Date and (iv) this Agreement shall constitute an “Incremental Amendment”
under, and as defined in, the Credit Agreement for all purposes of the Credit Agreement and the
other applicable Loan Documents.




          Furthermore, each of the parties to this Agreement hereby agrees to the terms and conditions
set forth on Annex I hereto in respect of each Incremental Second-Lien Term Loan Commitment
provided pursuant to this Agreement.




          Each Incremental Second-Lien Term Loan Lender party to this Agreement, to the extent not
already a party to the Credit Agreement as a Lender thereunder, (i) confirms that it is an Eligible
Assignee and represents and warrants that it is a “Qualified Institutional Buyer” as such term is
defined in Rule 144A promulgated under the Securities Act, (ii) confirms that it has received a
copy of the Credit Agreement and the other Loan Documents, together with copies of the financial
statements referred to therein and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this Agreement and to become
a Lender under the Credit Agreement, (iii) agrees that it will, independently and without reliance
upon the Administrative Agent or any other Lender and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions in taking or not
taking action under the Credit Agreement and the other Loan Documents, (iv) appoints and authorizes
the Administrative Agent and the Collateral Agents to take such action as agent on its behalf and
to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to
the Administrative Agent and the Collateral Agents, as the case may be, by the terms thereof,
together with such powers as are reasonably incidental thereto, (v) agrees that it will perform in
accordance with their terms all of the obligations which by the terms of the Credit Agreement and
the other Loan Documents are required to be performed by it as a Lender, and (vi) in the case of
each Incremental Second-Lien Term Loan Lender organized under the laws of a jurisdiction outside
the United States, attaches the forms and/or Non-Bank Certificate referred to in Section 2.20(e) of
the Credit Agreement, certifying as to its entitlement as of the date hereof to a complete
exemption from United States withholding taxes with respect to all payments to be made to it by the
Borrower under the Credit Agreement and the other Loan Documents.




          Upon the date (such date, the “Agreement Effective Date”) of (i) the execution of a
counterpart of this Agreement by each Incremental Second-Lien Term Loan Lender, the Administrative
Agent, the Borrower, Holdings and each Subsidiary Guarantor, (ii) the delivery to the
Administrative Agent of a fully executed counterpart (including by way of facsimile or other
electronic transmission) hereof, (iii) the payment of any fees then due and payable in connection
herewith, (iv) the receipt by the Administrative Agent of a certificate from a Responsible Officer
of the Borrower certifying that the conditions set forth in Section 4.01 of the




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Credit Agreement have been satisfied and that there have been no changes to any of the
certificates of incorporation or formation or the bylaws or operating agreements of any Loan Party
since the First Amendment Effective Date, (v) the receipt by the Administrative Agent of an opinion
from Kirkland & Ellis LLP, New York counsel to the Loan Parties, in form and substance reasonably
satisfactory to the Administrative Agent, addressed to the Administrative Agent and the Incremental
Second-Lien Term Loan Lenders, and dated the Agreement Effective Date covering such matters
relating to the enforceability of this Agreement and (vi) the payment by the Borrower to the
Administrative Agent for the ratable benefit of each Incremental Second-Lien Term Loan Lender an
upfront fee in the amount of 7% of the aggregate principal amount of all Incremental Second-Lien
Term Loans to be made by the Incremental Second-Lien Lenders on the Agreement Effective Date, each
Incremental Second-Lien Term Loan Lender party hereto (x) shall be obligated to make the
Incremental Second-Lien Term Loans provided to be made by it as provided in this Agreement on the
terms, and subject to the conditions, set forth in the Credit Agreement and in this Agreement and
(y) to the extent provided in this Agreement, shall have the rights and obligations of a
Second-Lien Lender thereunder and under the other applicable Loan Documents.




          The Borrower acknowledges and agrees that (i) it shall be liable for all Obligations with
respect to the Incremental Second-Lien Term Loan Commitments provided hereby including, without
limitation, all Incremental Second-Lien Term Loans made pursuant hereto, and (ii) all such
Obligations (including all such Incremental Second-Lien Term Loans) shall be entitled to the
benefits of the respective Security Documents, including, without limitation, the Guarantee and
Collateral Agreement.




          Each Guarantor acknowledges and agrees that all Obligations with respect to the Incremental
Second-Lien Term Loan Commitments provided hereby and all Incremental Second-Lien Term Loans made
pursuant hereto shall (i) be fully guaranteed pursuant to the Guarantee and Collateral Agreement
as, and to the extent, provided therein and in the Credit Agreement and (ii) be entitled to the
benefits of the Loan Documents as, and to the extent, provided therein and in the Credit Agreement.




          You may accept this Agreement by signing the enclosed copies in the space provided below, and
returning one copy of the same to us before the close of business on August 11, 2009. If you do
not so accept this Agreement by such time, our Incremental Second-Lien Term Loan Commitments set
forth in this Agreement shall be deemed canceled.




          After the execution and delivery to the Administrative Agent of a fully executed copy of this
Agreement (including by way of counterparts and by facsimile or other electronic transmission) by
the parties hereto, this Agreement may only be changed, modified or varied by written instrument in
accordance with the requirements for the modification of Loan Documents pursuant to Section 9.08 of
the Credit Agreement.




          In the event of any conflict between the terms of this Agreement and those of the Credit
Agreement, the terms of the Credit Agreement shall control.




*****




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          THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF
NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.




	 	 	 	 	 
	 	Very truly yours,





DEUTSCHE BANK AG NEW YORK BRANCH, as an Incremental
Second-Lien Term Loan Lender

 	 
	 	By  	/s/ Paul O’Leary
 	 
	 	 	Name:  	Paul O’Leary 	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By  	                                   /s/ Erin Morrissey
 	 
	 	 	Name:  	Erin Morrissey 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



Agreed and Accepted

as of the date first written above:




	 	 	 	 	 
	WINDY CITY INVESTMENTS, INC.

 	 	 
	By:  	/s/ Sherri A. Hlavacek
 	 	 
	 	Name:  	Sherri A. Hlavacek 	 	 
	 	Title:  	Vice President 	 	 
	 



	 	 	 	 	 
	NUVEEN INVESTMENTS, INC.

 	 	 
	By:  	/s/ Sherri A. Hlavacek
 	 	 
	 	Name:  	Sherri A. Hlavacek 	 	 
	 	Title:  	Vice President 	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	DEUTSCHE BANK AG NEW YORK BRANCH,

as Administrative Agent

 	 	 
	By:  	/s/ Paul O’Leary
 	 	 
	 	Name:  	Paul O’Leary 	 	 
	 	Title:  	Director 	 	 
	 
	By:  	/s/ Erin Morrissey
 	 	 
	 	Name:  	Erin Morrissey 	 	 
	 	Title:  	Vice President 	 	 



 









 






	 	 	 	 	 


Each Guarantor acknowledges and agrees to each of the foregoing provisions of this Incremental
Second-Lien Term Loan Commitment Agreement and to the incurrence of the Incremental Second-Lien
Term Loans to be made pursuant hereto.




	 	 	 	 	 
	NUVEEN INVESTMENTS INSTITUTIONAL SERVICES GROUP LLC,

as a Guarantor

 	 	 
	By:  	/s/ Sherri A. Hlavacek
 	 	 
	 	Name:  	Sherri A. Hlavacek 	 	 
	 	Title:  	Vice President 	 	 
	 
	NUVEEN INVESTMENTS HOLDINGS, INC., as a Guarantor

 	 	 
	By:  	/s/ Sherri A. Hlavacek
 	 	 
	 	Name:  	Sherri A. Hlavacek 	 	 
	 	Title:  	Vice President 	 	 
	 
	NUVEEN ASSET MANAGEMENT, as a Guarantor

 	 	 
	By:  	/s/ Sherri A. Hlavacek
 	 	 
	 	Name:  	Sherri A. Hlavacek 	 	 
	 	Title:  	Vice President 	 	 
	 
	NUVEEN INVESTMENTS ADVISERS INC., as a Guarantor

 	 	 
	By:  	/s/ Sherri A. Hlavacek
 	 	 
	 	Name:  	Sherri A. Hlavacek 	 	 
	 	Title:  	Vice President 	 	 
	 
	NUVEEN INVESTMENT SOLUTIONS, INC. (F/K/A RICHARDS & TIERNEY, INC.), as a Guarantor

 	 	 
	By:  	/s/ Sherri A. Hlavacek
 	 	 
	 	Name:  	Sherri A. Hlavacek 	 	 
	 	Title:  	Vice President 	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	NUVEEN HYDEPARK GROUP, LLC, as a Guarantor

 	 	 
	By:  	/s/ Sherri A. Hlavacek
 	 	 
	 	Name:  	Sherri A. Hlavacek 	 	 
	 	Title:  	Vice President 	 	 
	 
	SYMPHONY ASSET MANAGEMENT LLC, as a Guarantor

 	 	 
	By:  	/s/ Sherri A. Hlavacek
 	 	 
	 	Name:  	Sherri A. Hlavacek 	 	 
	 	Title:  	Vice President 	 	 
	 
	SANTA BARBARA ASSET MANAGEMENT, LLC, as a Guarantor

 	 	 
	By:  	/s/ Sherri A. Hlavacek
 	 	 
	 	Name:  	Sherri A. Hlavacek 	 	 
	 	Title:  	Vice President 	 	 
	 
	NWQ INVESTMENT MANAGEMENT COMPANY, LLC, as a Guarantor

 	 	 
	By:  	/s/ Sherri A. Hlavacek
 	 	 
	 	Name:  	Sherri A. Hlavacek 	 	 
	 	Title:  	Vice President 	 	 
	 
	NWQ HOLDINGS, LLC, as a Guarantor

 	 	 
	By:  	/s/ Sherri A. Hlavacek
 	 	 
	 	Name:  	Sherri A. Hlavacek 	 	 
	 	Title:  	Vice President 	 	 
	 
	TRADEWINDS GLOBAL INVESTORS, LLC, as a Guarantor

 	 	 
	By:  	/s/ Sherri A. Hlavacek
 	 	 
	 	Name:  	Sherri A. Hlavacek 	 	 
	 	Title:  	Vice President 	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	WINSLOW CAPITAL MANAGEMENT, INC., as a Guarantor

 	 	 
	By:  	/s/ Sherri A. Hlavacek
 	 	 
	 	Name:  	Sherri A. Hlavacek 	 	 
	 	Title:  	Vice President 	 	 
	 
	RITTENHOUSE ASSET MANAGEMENT, INC., as a Guarantor

 	 	 
	By:  	/s/ Sherri A. Hlavacek
 	 	 
	 	Name:  	Sherri A. Hlavacek 	 	 
	 	Title:  	Vice President 	 	 



 









 






	 	 	 	 	 



TERMS AND CONDITIONS FOR 

INCREMENTAL SECOND-LIEN TERM LOAN COMMITMENT AGREEMENT




Dated as of August 11, 2009





1. Name of Borrower: Nuveen Investments, Inc.



2. Incremental Second-Lien Term Loan Commitment Amounts (as of the Agreement Effective Date):



	 	 	 	 	 
	 	 	Amount of Incremental Second-Lien Term
	Names of Incremental Second-Lien Term Loan Lenders	 	Loan Commitment
	 
	Deutsche Bank AG New York Branch
	 	$	50,000,000	 
	 
	Total:
	 	$	50,000,000	 






3. Indicate the Incremental Second-Lien Term Loan Borrowing Date:  August 11,
20091



4. Incremental Second-Lien Term Loan Maturity Date: July 31, 2015.





 




			
	1	 	For the purposes of calculating interest pursuant to
Section 2.06(d), the Incremental Second-Lien Term Loans shall be deemed to have
been borrowed on the First Amendment Effective Date (i.e. July 28, 2009).