ex10_1.htm


  
    Exhibit
10.1

    


    EXECUTION
VERSION

    


     

    


     

    


     

    


     

    LOAN
AGREEMENT

     

    


     

    by and
between

     

    


     

    PHOENIX LIFE INSURANCE
COMPANY, as Lender

     

    


     

    and

     

    


     

    VIRTUS INVESTMENT PARTNERS,
INC., as Borrower

     

    


     

    December
31, 2008

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      TABLE
OF CONTENTS

    

     

    
      
        
          	
                  1.

                	
                  GENERAL
      DEFINITIONS

                	
                  6

                
	 
      	 
      	 
      	 
      
	 
      	
                  1.1

                	
                  Defined
      Terms

                	
                  6

                
	 
      	 
      	 
      	 
      
	 
      	
                  1.2

                	
                  Accounting
      Terms; Other Definitional Provisions

                	
                  12

                
	 
      	 
      	 
      	 
      
	
                  2.

                	
                  LOAN

                	
                  13

                
	 
      	 
      	 
      	 
      
	 
      	
                  2.1

                	
                  The
      Loan

                	
                  13

                
	 
      	 
      	 
      	 
      
	 
      	
                  2.2

                	
                  Principal
      Payments of the Loan

                	
                  13

                
	 
      	 
      	 
      	 
      
	 
      	
                  2.3

                	
                  Interest

                	
                  13

                
	 
      	 
      	 
      	 
      
	 
      	
                  2.4

                	
                  Optional
      Prepayments

                	
                  14

                
	 
      	 
      	 
      	 
      
	 
      	
                  2.5

                	
                  Mandatory
      Prepayments

                	
                  14

                
	 
      	 
      	 
      	 
      
	
                  3.

                	
                  REPRESENTATIONS
      AND WARRANTIES

                	
                  14

                
	 
      	 
      	 
      	 
      
	 
      	
                  3.1

                	
                  Organization
      and Qualification

                	
                  14

                
	 
      	 
      	 
      	 
      
	 
      	
                  3.2

                	
                  Corporate
      Powers

                	
                  14

                
	 
      	 
      	 
      	 
      
	 
      	
                  3.3

                	
                  No
      Legal Bar

                	
                  14

                
	 
      	 
      	 
      	 
      
	 
      	
                  3.4

                	
                  Governmental
      Authorizations, etc.

                	
                  15

                
	 
      	 
      	 
      	 
      
	 
      	
                  3.5

                	
                  Litigation;  Compliance
      with Law

                	
                  15

                
	 
      	 
      	 
      	 
      
	 
      	
                  3.6

                	
                  Taxes

                	
                  15

                
	 
      	 
      	 
      	 
      
	 
      	
                  3.7

                	
                  Title
      to Property: Leases

                	
                  15

                
	 
      	 
      	 
      	 
      
	 
      	
                  3.8

                	
                  Licenses,
      Permits, etc.

                	
                  15

                
	 
      	 
      	 
      	 
      
	 
      	
                  3.9

                	
                  Federal
      Regulations

                	
                  15

                
	 
      	 
      	 
      	 
      
	 
      	
                  3.10

                	
                  ERISA

                	
                  16

                
	 
      	 
      	 
      	 
      
	 
      	
                  3.11

                	
                  Investment
      Company Act; Other Regulations

                	
                  16

                
	 
      	 
      	 
      	 
      
	 
      	
                  3.12

                	
                  Subsidiaries

                	
                  16

                
	 
      	 
      	 
      	 
      
	 
      	
                  3.13

                	
                  Use
      of Proceeds

                	
                  16

                
	 
      	 
      	 
      	 
      
	 
      	
                  3.14

                	
                  Security
      Documents

                	
                  16

                
	 
      	 
      	 
      	 
      
	 
      	
                  3.15

                	
                  Solvency

                	
                  16

                


        

      

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        
          	
                  4.

                	
                  AFFIRMATIVE
      COVENANTS

                	
                  16

                
	 
      	 
      	 
      	 
      
	 
      	
                  4.1

                	
                  Financial
      Statements

                	
                  16

                
	 
      	 
      	 
      	 
      
	 
      	
                  4.2

                	
                  Payment
      of Obligations

                	
                  17

                
	 
      	 
      	 
      	 
      
	 
      	
                  4.3

                	
                  Maintenance
      of Existence; Compliance

                	
                  18

                
	 
      	 
      	 
      	 
      
	 
      	
                  4.4

                	
                  Maintenance
      of Property; Insurance

                	
                  18

                
	 
      	 
      	 
      	 
      
	 
      	
                  4.5

                	
                  Inspection
      or Property; Books and Records; Discussions

                	
                  18

                
	 
      	 
      	 
      	 
      
	 
      	
                  4.6

                	
                  Notices

                	
                  18

                
	 
      	 
      	 
      	 
      
	 
      	
                  4.7

                	
                  Additional
      Collateral

                	
                  19

                
	 
      	 
      	 
      	 
      
	 
      	
                  4.8

                	
                  Post-Closing
      Obligations

                	
                  20

                
	 
      	 
      	 
      	 
      
	
                  5.

                	
                  NEGATIVE
      COVENANTS.

                	
                  20

                
	 
      	 
      	 
      	 
      
	 
      	
                  5.1

                	
                  Indebtedness

                	
                  20

                
	 
      	 
      	 
      	 
      
	 
      	
                  5.2

                	
                  Liens

                	
                  20

                
	 
      	 
      	 
      	 
      
	 
      	
                  5.3

                	
                  Fundamental
      Changes

                	
                  21

                
	 
      	 
      	 
      	 
      
	 
      	
                  5.4

                	
                  Disposition
      of Property

                	
                  22

                
	 
      	 
      	 
      	 
      
	 
      	
                  5.5

                	
                  Restricted
      Payments

                	
                  22

                
	 
      	 
      	 
      	 
      
	 
      	
                  5.6

                	
                  Investments

                	
                  22

                
	 
      	 
      	 
      	 
      
	 
      	
                  5.7

                	
                  Transactions
      with Affiliates

                	
                  23

                
	 
      	 
      	 
      	 
      
	 
      	
                  5.8

                	
                  Changes
      in Fiscal Period

                	
                  23

                
	 
      	 
      	 
      	 
      
	 
      	
                  5.9

                	
                  Negative
      Pledge Clauses

                	
                  23

                
	 
      	 
      	 
      	 
      
	 
      	
                  5.10

                	
                  Clauses
      Restricting Subsidiary Distributions

                	
                  23

                
	 
      	 
      	 
      	 
      
	 
      	
                  5.11

                	
                  Lines
      of Business

                	
                  23

                
	 
      	 
      	 
      	 
      
	
                  6.

                	
                  FINANCIAL
      COVENANTS

                	
                  23

                
	 
      	 
      	 
      	 
      
	 
      	
                  6.1

                	
                  Financial
      Covenants

                	
                  23

                


        

      

    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            
              	
                      7.

                    	
                      EVENTS
      OF DEFAULT; RIGHTS AND REMEDIES ON DEFAULT

                    	
                      24

                    
	 
      	 
      	 
      	 
      
	 
      	
                      7.1

                    	
                      Events
      of Default

                    	
                      24

                    
	 
      	 
      	 
      	 
      
	 
      	
                      7.2

                    	
                      Acceleration
      of the Obligations

                    	
                      25

                    
	 
      	 
      	 
      	 
      
	 
      	
                      7.3

                    	
                      Remedies

                    	
                      26

                    
	 
      	 
      	 
      	 
      
	 
      	
                      7.4

                    	
                      Remedies
      Cumulative

                    	
                      26

                    
	 
      	 
      	 
      	 
      
	
                      8.

                    	
                      CONDITIONS
      PRECEDENT

                    	
                      26

                    
	 
      	 
      	 
      	 
      
	 
      	
                      8.1

                    	
                      Conditions
      Precedent

                    	
                      26

                    
	 
      	 
      	 
      	 
      
	
                      9.

                    	
                      MISCELLANEOUS

                    	
                      27

                    
	 
      	 
      	 
      	 
      
	 
      	
                      9.1

                    	
                      Payment
      of Expenses

                    	
                      27

                    
	 
      	 
      	 
      	 
      
	 
      	
                      9.2

                    	
                      Survival
      of Representations and Warranties

                    	
                      28

                    
	 
      	 
      	 
      	 
      
	 
      	
                      9.3

                    	
                      Successors
      and Assigns

                    	
                      28

                    
	 
      	 
      	 
      	 
      
	 
      	
                      9.4

                    	
                      Payments
      Due on Non-Business Days

                    	
                      28

                    
	 
      	 
      	 
      	 
      
	 
      	
                      9.5

                    	
                      Counterparts

                    	
                      28

                    
	 
      	 
      	 
      	 
      
	 
      	
                      9.6

                    	
                      Severability

                    	
                      28

                    
	 
      	 
      	 
      	 
      
	 
      	
                      9.7

                    	
                      Modification
      of Agreement

                    	
                      28

                    
	 
      	 
      	 
      	 
      
	 
      	
                      9.8

                    	
                      Governing
      Law

                    	
                      28

                    
	 
      	 
      	 
      	 
      
	 
      	
                      9.9

                    	
                      Submission
      to Jurisdiction; Waivers

                    	
                      28

                    
	 
      	 
      	 
      	 
      
	 
      	
                      9.10

                    	
                      Acknowledgements

                    	
                      29

                    
	 
      	 
      	 
      	 
      
	 
      	
                      9.11

                    	
                      Notices

                    	
                      29

                    
	 
      	 
      	 
      	 
      
	 
      	
                      9.12

                    	
                      Integration

                    	
                      29

                    
	 
      	 
      	 
      	 
      
	 
      	
                      9.13

                    	
                      WAIVER
      OF JURY TRIAL

                    	
                      29

                    
	 
      	 
      	 
      	 
      
	 
      	
                      9.14

                    	
                      USA
      Patriot Act

                    	
                      29

                    
	 
      	 
      	 
      	 
      
	 
      	
                      9.15

                    	
                      Confidentiality

                    	
                      29

                    


            

          

        

      

       

      SCHEDULES

       

      
        
          
            	
                    Schedule
      3.1 -

                  	
                      Dissolving
      Subsidiaries

                  
	
                    Schedule
      3.5 -

                  	
                      Litigation
      Disclosure

                  
	
                    Schedule
      3.12 -

                  	
                      Subsidiaries

                  
	
                    Schedule
      3.14 -

                  	
                      UCC
      Filing Jurisdictions

                  
	
                    Schedule
      5.1(d) -

                  	
                      Existing
      Indebtedness

                  


          

        

      

    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      EXHIBITS

       

      
        
          	
                  Exhibit
      A

                	
                  Form
      of Note

                
	
                  Exhibit
      B

                	
                  Form
      of Guarantee and Collateral Agreement

                
	
                  Exhibit
      C

                	
                  Form
      of Closing Certificate

                
	
                  Exhibit
      D

                	
                  Form
      of Compliance
Certificate

                


        

      

    

     

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    LOAN
AGREEMENT

     

    THIS LOAN AGREEMENT (this “Agreement”) is made
as of the 31st day of
December 2008, by and between PHOENIX LIFE INSURANCE
COMPANY, (“Lender”) a New York
domiciled insurance company with a mailing address of One American Row,
Hartford, Connecticut 06115 and VIRTUS INVESTMENT PARTNERS, INC.
(“Borrower”), a
Delaware corporation with a mailing address of 100 Pearl Street, Hartford,
CT  06103.

     

    
      	
              1.  

            	
              GENERAL
      DEFINITIONS

            


    

     

    1.1    
 Defined Terms.  When
used herein, the following terms shall have the following meanings:

     

    Affiliate
- means as to any Person, any other Person that, directly or indirectly, is in
control of, is controlled by, or is under common control with, such
Person.  For purposes of this definition, “control” of a Person means
the power, directly or indirectly, either to (a) vote 10% or more of the
securities having ordinary voting power for the election of directors (or
persons performing similar functions) of such Person or (b) direct or cause the
direction of the management and policies of such Person, whether by contract or
otherwise

     

    Agreement
- has the meaning assigned to such term in the first paragraph
hereof.

     

    Assets
Under Management - means all assets subject to investment management
services provided by the Borrower and its Subsidiaries and reported in Form 10Q
and Form 10K.

     

    Board
- means the Board of Governors of the Federal Reserve System of the United
States (or any successor).

     

    Borrower
- has the meaning assigned to such term in the first paragraph of this
Agreement.

     

    Business
Day - means any day other than a Saturday, Sunday or other day on which
commercial banks in New York City or Hartford, Connecticut are authorized or
required by law to close.

     

    Capital
Stock - means any and all shares, interests, participations or other
equivalents (however designated) of capital stock of a corporation, any and all
equivalent ownership interests in a Person (other than a corporation) and any
and all warrants, rights or options to purchase any of the
foregoing.

     

    Cash
Equivalents - means (a) marketable direct obligations issued by, or
unconditionally guaranteed by, the United States Government or issued by any
agency thereof and backed by the full faith and credit of the United States, in
each case maturing within one year from the date of acquisition; (b)
certificates of deposit, time deposits, eurodollar time deposits or overnight
bank deposits having maturities of six months or less from the date of
acquisition issued by any commercial bank organized under the laws of the United
States or any state thereof having combined capital and surplus of not less than
$500,000,000; (c) commercial paper of an issuer rated at least A-1 by Standard
& Poor’s Ratings Services (“S&P”) or P-1 by
Moody’s Investors Service, Inc. (“Moody’s”), or
carrying an equivalent rating by a nationally recognized rating agency, if both
of the two named rating agencies cease publishing ratings of commercial paper
issuers generally, and maturing within six months from the date of acquisition;
(d) repurchase obligations of any commercial bank satisfying the requirements of
clause (b) of this definition, having a term of not more than 30 days, with
respect to securities issued or fully guaranteed or insured by the United States
government; (e) securities with maturities of one year or less from the date of
acquisition issued or fully guaranteed by any state, commonwealth or territory
of the United States, by any political subdivision or taxing authority of any
such state, commonwealth or territory or by any foreign government, the
securities of which state, commonwealth, territory, political subdivision,
taxing authority or foreign government (as the case may be) are rated at least A
by S&P or A by Moody’s; (f) securities with maturities of six months or less
from the date of acquisition backed by standby letters of credit issued by any
commercial bank satisfying the requirements of clause (b) of this definition;
(g) money market mutual or similar funds that invest exclusively in assets
satisfying the requirements of clauses (a) through (f) of this definition; or
(h) money market funds that (i) comply with the criteria set forth in SEC Rule
2a-7 under the Investment Company Act of 1940, as amended, (ii) are rated AAA by
S&P and Aaa by Moody’s and (iii) have portfolio assets of at least
$5,000,000,000.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Closing
Date - means the date on which the conditions set forth in Section 8
shall have been satisfied, which date is December 31, 2008.

     

    Code
- means the Internal Revenue Code of 1986, as amended from time to
time.

     

    Compliance
Certificate - a certificate duly executed by a Responsible Officer
substantially in the form of Exhibit D.

     

    Contractual
Obligation – means, as to any Person, any provision of any security
issued by such Person or of any agreement, instrument or other undertaking to
which such Person is a party or by which it or any of its property is
bound.

     

    Convertible
Preferreds – means a minimum of $45.0 million of convertible preferred
equity issued by the Borrower.

     

    Default
- has the meaning assigned to such term in Section 7.1 of this
Agreement.

     

    Domestic
Subsidiary - means any Subsidiary organized under the laws of any
jurisdiction in the United States.

     

    Disposition
- means with respect to any property, any sale, lease, sale and leaseback,
assignment, conveyance, transfer or other disposition thereof.  The
terms “Dispose”
and “Disposed
of” shall have correlative meanings.

     

    EBITDA
- means, as of the end of any fiscal quarter of the Borrower, net income of the
Borrower and its Subsidiaries before Interest Expense, income taxes,
depreciation and amortization expenses, non-cash stock-based compensation,
unrealized mark-to-market gains and losses and other non-recurring,
extraordinary items, in each case as mutually agreed, for the four fiscal
quarters then ending, determined on a consolidated basis in accordance with
GAAP, as reported in Form 10Q and Form 10K.

     

    EBITDA to
Senior Interest Expense Ratio - means the ratio, as determined at the end
of each fiscal quarter of the Borrower of (a) EBITDA, determined for the four
fiscal quarters of the Borrower ending as of such quarter’s end to (b) total
Interest Expense on Senior Debt, determined for the four fiscal quarters of the
Borrower ending as of such quarter’s end.

     

    EBITDA to
Total Interest Expense Ratio - means the ratio, as determined at the end
of each fiscal quarter of the Borrower of (a) EBITDA, determined for the four
fiscal quarters of the Borrower ending as of such quarter’s end to (b) total
Interest Expense, determined for the four fiscal quarters of the Borrower ending
as of such quarter’s end.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    ERISA
- means the Employee Retirement Income Security Act of 1974, as amended from
time to time.

     

    ERISA
Affiliate - means any trade or business (whether or not incorporated)
that, together with any Group Member, is treated as a single employer under
Section 414 of the Code.

     

    ERISA
Event - means  (a) any Reportable Event; (b) the
existence with respect to any Plan of a Prohibited Transaction; (c) any failure
by any Pension Plan to satisfy the minimum funding standards (within the meaning
of Section 412 of the Code or Section 302 of ERISA) applicable to such Pension
Plan, including any “accumulated funding deficiency” (as defined in
Section 412 of the Code or Section 302 of ERISA), whether or not
waived; (d) the filing pursuant to Section 412 of the Code or
Section 303 of ERISA of an application for a waiver of the minimum funding
standard with respect to any Pension Plan, the failure to make by its due date a
required installment under Section 412(m) of the Code with respect to any
Pension Plan or the failure by any Group Member or any ERISA Affiliate to make
any required contribution to a Multiemployer Plan; (d) the incurrence by
any Group Member or any  ERISA Affiliate of any liability under
Title IV of ERISA with respect to the termination of any Pension Plan,
including but not limited to the imposition of any Lien in favor of the PBGC or
any Pension Plan; (f) a determination that any Pension Plan is, or is
expected to be, in “at risk” status (within the meaning of Title IV of ERISA);
(g) the receipt by any Group Member or any ERISA Affiliate from the PBGC or a
plan administrator of any notice relating to an intention to terminate any
Pension Plan or to appoint a trustee to administer any Pension Plan under
Section 4042 of ERISA; (h) the incurrence by any Group Member or any ERISA
Affiliate of any liability with respect to the withdrawal or partial withdrawal
from any Pension Plan or Multiemployer Plan; or (i) the receipt by any
Group Member or any ERISA Affiliate of any notice, or the receipt by any
Multiemployer Plan from a Group Member or any ERISA Affiliate of any notice,
concerning the imposition of Withdrawal Liability or a determination that a
Multiemployer Plan is, or is expected to be, Insolvent, in Reorganization or in
endangered or critical status, within the meaning of Section 432 of the Code or
Section 305 or Title IV of ERISA.

     

    Event of
Default - has the meaning assigned to such term in Section 7.1 of this
Agreement.

     

    Excluded
Foreign Subsidiary - means any Foreign Subsidiary in respect of which
either (a) the pledge of all of the Capital Stock of such Subsidiary as
Collateral or (b) the guaranteeing by such Subsidiary of the Obligations, would,
in the good faith judgment of the Borrower, result in adverse tax consequences
to the Borrower.

     

    Foreign
Subsidiary - means any Subsidiary of the Borrower that is not a Domestic
Subsidiary.

     

    GAAP
- has the meaning assigned to such term in Section 1.2 of this
Agreement.

     

    Governmental
Authority - means any nation or government, any state or other political
subdivision thereof, any agency, authority, instrumentality, regulatory body,
court, central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative functions of or pertaining to government,
any securities exchange and any self-regulatory organization (including the
National Association of Insurance Commissioners)

     

    Group
Member - means the collective reference to the Borrower and its
Subsidiaries.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    Guarantee
and Collateral Agreement - means the Guarantee and Collateral Agreement
to be executed and delivered by the Borrower and each Subsidiary Guarantor,
substantially in the form of Exhibit B.

     

    Guarantee
Obligation - means as to any Person (the “guaranteeing
person”), any obligation, including a reimbursement, counterindemnity or
similar obligation, of the guaranteeing Person that guarantees or in effect
guarantees, or which is given to induce the creation of a separate obligation by
another Person (including any bank under any letter of credit) that guarantees
or in effect guarantees, any Indebtedness, leases, dividends or other
obligations (the “primary obligations”)
of any other third Person (the “primary obligor”) in
any manner, whether directly or indirectly, including any obligation of the
guaranteeing person, whether or not contingent, (i) to purchase any such primary
obligation or any property constituting direct or indirect security therefor,
(ii) to advance or supply funds (1) for the purchase or payment of any such
primary obligation or (2) to maintain working capital or equity capital of the
primary obligor or otherwise to maintain the net worth or solvency of the
primary obligor, (iii) to purchase property, securities or services primarily
for the purpose of assuring the owner of any such primary obligation of the
ability of the primary obligor to make payment of such primary obligation or
(iv) otherwise to assure or hold harmless the owner of any such primary
obligation against loss in respect thereof; provided, however, that the
term Guarantee Obligation shall not include endorsements of instruments for
deposit or collection in the ordinary course of business.  The amount
of any Guarantee Obligation of any guaranteeing person shall be deemed to be the
lower of (a) an amount equal to the stated or determinable amount of the primary
obligation in respect of which such Guarantee Obligation is made and (b) the
maximum amount for which such guaranteeing person may be liable pursuant to the
terms of the instrument embodying such Guarantee Obligation, unless such primary
obligation and the maximum amount for which such guaranteeing person may be
liable are not stated or determinable, in which case the amount of such
Guarantee Obligation shall be such guaranteeing person’s maximum reasonably
anticipated liability in respect thereof as determined by the Borrower in good
faith.

     

    Guarantor
- has the meaning assigned to such term in the Guarantee and Collateral
Agreement.

     

    Highest
Lawful Rate - means the maximum rate of interest, if any, that at any
time or from time to time may be contracted for, taken, charged or received by
the Lender on the obligations owed to it under the laws applicable to the Lender
and this transaction.

     

    Indebtedness
- means, with respect to any person and without duplication, (a) all
indebtedness for borrowed money; (b) all obligations issued, undertaken or
assumed as the deferred purchase price of property or services (other than trade
payables entered into in the ordinary course of business on ordinary terms); (c)
all non-contingent reimbursement or payment obligations with respect to any
letters of credit (including standby and commercial), banker's acceptances, bank
guaranties, surety bonds and similar instruments; (d) all obligations evidenced
by notes, bonds, debentures or similar instruments, including obligations so
evidenced incurred in connection with the acquisition of property, assets or
businesses; (e) all indebtedness created or arising under any conditional sale
or other title retention agreement, or incurred as financing, in either case
with respect to property acquired by such person (even though the rights and
remedies of the seller or bank under such agreement in the event of default are
limited to repossession or sale of such property); (f) all obligations with
respect to capital leases; (g) all net obligations with respect to any agreement
(including any master agreement and any agreement, whether or not in writing,
relating to any single transaction) that is an interest rate swap agreement,
basis swap, forward rate agreement, commodity swap, commodity option, equity or
equity index swap or option, bond option, interest rate option, forward foreign
exchange agreement, rate cap, collar or floor agreement, currency swap
agreement, cross-currency rate swap agreement, currency option or any other,
similar agreement (including any option to enter into any of the foregoing); (h)
all indebtedness referred to in clauses (a) through (g) above secured by (or for
which the holder of such Indebtedness has an existing right, contingent or
otherwise, to be secured by) any lien upon or in property (including accounts
and contracts rights) owned by such person, even though such person has not
assumed or become liable for the payment of such Indebtedness; and (i) all
Guarantee Obligations of such Person in respect of obligations of the kind
referred to in clauses (a) through (g) above.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    Intellectual
Property - means the collective reference to all rights, priorities and
privileges relating to intellectual property, whether arising under United
States, multinational or foreign laws or otherwise, including copyrights,
copyright licenses, patents, patent licenses, trademarks, trademark licenses,
technology, know-how and processes, and all rights to sue at law or in equity
for any infringement or other impairment thereof, including the right to receive
all proceeds and damages therefrom

     

    Interest
Expense - means, with respect to any fiscal period of the Borrower,
interest expense of the Borrower and its Subsidiaries for such period,
determined on a consolidated basis in accordance with GAAP.

     

    Interest
Payment Date - has the meaning assigned to such term in Section 2.3 of
this Agreement.

     

    Interest
Period - means the period in which interest under the Loan shall be
calculated, which date shall commence, with respect to the first Interest
Period, on the Closing Date and, with respect to all subsequent Interest
Periods, on the first (1st) day of
each successive calendar quarter after the Closing Date and ending, with respect
to the first Interest Period, on the last day of the calendar quarter in which
the Closing Date falls, and, with respect to all other Interest Periods, on the
last date of the calendar quarter in which such commencement date fell; provided that no
Interest Period shall extend beyond the Maturity Date. For the avoidance of
doubt, the first Interest Period shall commence on the Closing Date and end on
March 31, 2009 and the second Interest Period shall commence on April 1, 2009
and end on June 30, 2009.

     

    Interest
Rate - means
(a) at any time on or prior to January 16, 2009, 6.55% and (b) at any time
thereafter, 9.0%.

     

    Investment
- has the meaning assigned to such term in Section 5.6 of this
Agreement.

     

    Lender - has the meaning
assigned to such term in the first paragraph of this Agreement.

     

    Lien
- means any mortgage, pledge, hypothecation, assignment, deposit arrangement,
encumbrance, lien (statutory or other), charge or other security interest or any
preference, priority or other security agreement or preferential arrangement of
any kind or nature whatsoever (including any conditional sale or other title
retention agreement and any capital lease having substantially the same economic
effect as any of the foregoing).

     

    Loan
- has the meaning assigned to such term in Section 2.1 of this
Agreement.

     

    Loan
Documents - this Agreement, the Guarantee and Collateral Agreement and
the Note and any amendment, waiver, supplement or other modification to any of
the foregoing.

     

    Loan
Party - means each Group Member that is a party to a Loan
Document.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    Material
Adverse Effect - means a material adverse effect on (a) the business,
property, operations, condition (financial or otherwise) or prospects of the
Borrower and its Subsidiaries taken as a whole or (b) the validity or
enforceability of this Agreement or any of the other Loan Documents or the
rights or remedies of the Lender hereunder or thereunder

     

    Maturity
Date - has the meaning assigned to such term in Section 2.2 of this
Agreement.

     

    Multiemployer
Plan - means a Plan that is a multiemployer plan as defined in Section
4001(a)(3) of ERISA.

     

    Net Cash
Proceeds - the cash proceeds
received in connection with any issuance or sale of Capital Stock or any
incurrence of Indebtedness, net of attorneys’ fees, investment banking fees,
accountants’ fees, underwriting discounts and commissions and other customary
fees and expenses actually incurred in connection therewith.

     

    Net
Worth – means, at any time, the
Borrower’s Shareholders Equity plus the face value of the Borrower’s Convertible
Preferreds.

     

    Note
- has the meaning assigned to such term in Section 2.1 of this
Agreement.

     

    Pension
Plan - means any Plan (other than a Multiemployer Plan) subject to the
provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of
ERISA, and in respect of which any Group Member or any ERISA Affiliate is (or,
if such Plan were terminated, would under Section 4069 of ERISA be deemed to be)
an “employer” as defined in section 3(5) of ERISA.

     

    Person
- means an individual, partnership, corporation, limited liability company,
business trust, joint stock company, trust, unincorporated association, joint
venture, Governmental Authority or other entity of whatever nature.

     

    Plan
- means any employee benefit plan as defined in Section 3(3) of ERISA, including
any employee welfare benefit plan (as defined in Section 3(1) of ERISA), any
employee pension benefit plan (as defined in Section 3(2) of ERISA), and any
plan which is both an employee welfare benefit plan and an employee pension
benefit plan, and in respect of which any Group Member or any ERISA Affiliate
is  an “employer” as defined in Section 3(5) of
ERISA.

     

    Prohibited
Transaction - has the meaning set forth in Section 406 of ERISA and
Section 4975(f)(3) of the Code

     

    Reportable
Event - means any of the events set forth in Section 4043(c) of ERISA,
other than those events as to which the thirty day notice period is waived under
subsections .27, .28, .29, .30, .31, .32, .34 or .35 of PBGC Reg. § 4043,
with respect to a Pension Plan.

     

    Requirement
of Law – means, as to any Person, the Certificate of Incorporation and
By-Laws or other organizational or governing documents of such Person, and any
law, treaty, rule or regulation or determination of an arbitrator or a court or
other Governmental Authority, in each case applicable to or binding upon such
Person or any of its property or to which such Person or any of its property is
subject.

     

    Responsible
Officer - means the chief executive
officer, president or chief financial officer of the Borrower, but in any event,
with respect to financial matters, the chief financial officer of the
Borrower.

     

    
      
        
        

      

      
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    Restricted
Payments - has the meaning assigned to such term in Section 5.5 of this
Agreement.

     

    SEC
- means the Securities and Exchange Commission, any successor thereto and any
analogous Governmental Authority.

     

    Senior
Debt - means all Indebtedness of the Borrower other than subordinated
debt.

     

    Senior
Debt to EBITDA Ratio - means the ratio, as determined at the end of each
fiscal quarter of the Borrower, of (a) Senior Debt, determined as of such
quarter's end, to (b) EBITDA, determined for the four fiscal quarters of the
Borrower ending as of such quarter's end.

     

    Shareholders
Equity – means the shareholders’ equity (including, for the avoidance of
doubt, any convertible preferred equity) of the Borrower and its Subsidiaries
determined on a consolidated basis in accordance with GAAP.

     

    Solvent
- when used with respect to any Person, means that, as of any date of
determination, (a) the amount of the “present fair saleable value” of the assets
of such Person will, as of such date, exceed the amount of all “liabilities of
such Person, contingent or otherwise”, as of such date, as such quoted terms are
determined in accordance with applicable federal and state laws governing
determinations of the insolvency of debtors, (b) the present fair saleable value
of the assets of such Person will, as of such date, be greater than the amount
that will be required to pay the liability of such Person on its debts as such
debts become absolute and matured, (c) such Person will not have, as of such
date, an unreasonably small amount of capital with which to conduct its
business, and (d) such Person will be able to pay its debts as they
mature.  For purposes of this definition, (i) “debt” means liability
on a “claim”, and (ii) “claim” means any (x) right to payment, whether or not
such a right is reduced to judgment, liquidated, unliquidated, fixed,
contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured
or unsecured or (y) right to an equitable remedy for breach of performance if
such breach gives rise to a right to payment, whether or not such right to an
equitable remedy is reduced to judgment, fixed, contingent, matured or
unmatured, disputed, undisputed, secured or unsecured

     

    Subsidiary
- means as to any Person, a corporation, partnership, limited liability company
or other entity of which shares of stock or other ownership interests having
ordinary voting power (other than stock or such other ownership interests having
such power only by reason of the happening of a contingency) to elect a majority
of the board of directors or other managers of such corporation, partnership or
other entity are at the time owned, or the management of which is otherwise
controlled, directly or indirectly through one or more intermediaries, or both,
by such Person.  Unless otherwise qualified, all references to a
“Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary
or Subsidiaries of the Borrower.

     

    Subsidiary
Guarantor - means each Subsidiary of the Borrower other than any Excluded
Foreign Subsidiary and Phoenix Equity Planning Corporation and each dissolving
subsidiary listed on Schedule 3.1.

     

    Withdrawal
Liability - means any liability to a Multiemployer Plan as a result of a
complete or partial withdrawal from such Multiemployer Plan, as such terms are
defined in Title IV of ERISA.

     

    1.2  Accounting Terms; Other
Definitional Provisions.
(a)  Unless otherwise specified therein, all terms defined in this
Agreement shall have the defined meanings when used in the other Loan Documents
or any certificate or other document made or delivered pursuant hereto or
thereto.

     

    
      
        
        

      

      
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    (b)  Any
accounting terms used in this Agreement which are not specifically defined shall
have the meanings customarily given them in accordance with generally accepted
accounting principles (“GAAP”) at the time in
effect.

     

    (c)  As
used herein and in the other Loan Documents, and any certificate or other
document made or delivered pursuant hereto or thereto, (i) the words “include”,
“includes” and “including” shall be deemed to be followed by the phrase “without
limitation”, (ii) the word “incur” shall be construed to mean incur, create,
issue, assume, become liable in respect of or suffer to exist (and the words
“incurred” and “incurrence” shall have correlative meanings), (iii) the words
“asset” and “property” shall be construed to have the same meaning and effect
and to refer to any and all tangible and intangible assets and properties,
including cash, Capital Stock, securities, revenues, accounts, leasehold
interests and contract rights, and (iv) references to agreements or other
Contractual Obligations shall, unless otherwise specified, be deemed to refer to
such agreements or Contractual Obligations as amended, supplemented, restated or
otherwise modified from time to time.

     

    (d)  The
words “hereof”, “herein” and “hereunder” and words of similar import, when used
in this Agreement, shall refer to this Agreement as a whole and not to any
particular provision of this Agreement, and Section, Schedule and Exhibit
references are to this Agreement unless otherwise specified.

     

    (e)  The
meanings given to terms defined herein shall be equally applicable to both the
singular and plural forms of such terms.

     

    
      	
              2.  

            	
              LOAN

            


    

     

    2.1  The Loan.  Subject
to the terms and conditions of this Agreement, Lender agrees to accept from
Borrower on the Closing Date a senior note in the principal amount of
$20,000,000 (the “Note”), substantially in the
form of Exhibit A hereto.  The indebtedness of the Borrower evidenced
by the Note is hereinafter referred to as the “Loan”. The Note shall be a
registered note and the Borrower shall maintain a registry showing, at all
times, the holder of such Note.

     

    2.2  Principal Payments of the
Loan.  The
Borrower shall pay (a) $1,000,000 of the principal amount of the Loan on each
Interest Payment Date during thefiscal year ending December 31, 2009, (b)
$4,000,000 of the principal amount of the Loan on each Interest Payment Date
during the fiscal year ending December 31, 2010, in each case, together with
accrued and unpaid interest thereon. Any outstanding principal amount (together
with accrued and unpaid interest therein) shall be paid on December 31, 2010
(the “Maturity
Date”).  Payments of principal shall be made by the Borrower as
set forth below in the Lender's signature block hereto or as otherwise directed
in writing by the Lender.

     

    2.3  Interest. The
Loan shall bear interest on the principal amount thereof outstanding from and
after the Closing Date at the Interest Rate.  Anything contained
herein to the contrary notwithstanding, after the Maturity Date, after the date
on which the Loan shall have become due and payable pursuant to Section 7 or in
any period during which a Default shall exist, the Loan shall bear interest at a
rate per annum equal to the Interest Rate plus 2.0% and such interest shall be
due and payable on demand. Except as set forth in the immediately preceding
sentence, interest on the Loan shall be due and payable in arrears on the last
day of each Interest Period (and if such day is not a Business Day, then on the
next Business Day) (the “Interest Payment Date”).
Interest shall also be paid on the date of any prepayment of Loan under Section
2.4 for the portion of the Loan so prepaid. At no time shall the interest rate
payable on the Loan exceed the Highest Lawful Rate applicable to the Lender. All
interest shall be determined on a year of 360-days and the actual number of days
elapsed.

     

    
      
        
        

      

      
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    2.4  Optional
Prepayments. The
Borrower may, at any time or from time to time on any Interest Payment Date (or
such other date to which the Lender shall have consented in writing), upon not
less than 4 Business Days' irrevocable notice to the Lender, prepay the Loan in
whole or in part, in minimum amounts of $2,000,000 or any multiple of $1,000,000
in excess thereof. Such notice of prepayment shall specify the date and amount
of such prepayment. If such notice is given by the Borrower, the Borrower shall
make such prepayment and the payment amount specified in such notice shall be
due and payable on the date specified therein, together with accrued interest to
each such date on the amount prepaid. Optional prepayments shall be applied to
reduce the remaining installments pro rata based upon the
then remaining principal amounts thereof.  No prepayment premium shall
be payable in connection with any such prepayment.  Amounts prepaid on
account of the Loan may not be reborrowed.

     

    2.5  Mandatory
Prepayments.  If
any Capital Stock or Indebtedness shall be issued or incurred by any Group
Member (excluding any Indebtedness incurred in accordance with Section 5.1
(other than paragraph (g) thereof)), an amount equal to 100% of the Net Cash
Proceeds thereof shall be applied on the date of such issuance or incurrence
toward the prepayment of the Loan.  Mandatory prepayments shall be
applied to reduce the remaining installments pro rata based upon the
then remaining principal amounts thereof.  No prepayment premium shall
be payable in connection with any such prepayment.  Amounts prepaid on
account of the Loan may not be reborrowed.

     

    
      	
              3.  

            	
              REPRESENTATIONS AND
      WARRANTIES

            


    

     

    As an
inducement to Lender to make the Loan, Borrower warrants and represents to
Lender that:

     

    3.1  Organization and
Qualification. Except
as set forth on Schedule 3.1, each Group Member is (a) duly organized, validly
existing and in good standing under the laws of the jurisdiction of its
organization and (b) has the power and authority, and the legal right, to own
and operate its property, to lease the property it operates as lessee and to
conduct the business in which it is currently engaged.

     

    3.2  Corporate
Powers. Each Loan Party has the
right and power and is duly authorized and empowered to enter into, execute,
deliver and perform the Loan Documents to which it is a party and, in the case
of the Borrower, to obtain extensions of credit hereunder. Each Loan Party has
taken all necessary organizational action to authorize the execution, delivery
and performance of the Loan Documents to which it is a party and, in the case of
the Borrower, to authorize the extensions of credit on the terms and conditions
of this Agreement.  Each Loan Document has been duly executed and
delivered on behalf of each Loan Party hereto.  This Agreement
constitutes, and each other Loan Document upon execution will constitute, a
legal, valid and binding obligation of each Loan Party party thereto,
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 proceeding in equity or at law).

     

    3.3  No Legal
Bar.  The execution, delivery
and performance of this Agreement and the other Loan Documents, the borrowings
hereunder and the use of the proceeds thereof will not violate any Requirement
of Law or any Contractual Obligations of any Loan Party  and will not
result in, or require, the creation or imposition of any Lien on any of their
respective properties or revenues pursuant to any Requirements of Law or any
such Contractual Obligation (other than the Liens created by the Guarantee and
Collateral Agreement).  No Requirement of Law or Contractual
Obligation applicable to the Borrower or any other Group Member could reasonably
be expected to have a Material Adverse Effect.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    3.4  Governmental Authorizations,
etc.  No
consent, approval or authorization of, or registration, filing or declaration
with, notice to or other act by or in respect of, any Governmental Authority or
any other Person is required in connection with the extensions of credit
hereunder or with the execution, delivery, performance, validity or
enforceability of this Agreement or any of the Loan Documents, except the
filings referred to in Section 3.14.

     

    3.5  Litigation;  Compliance
with Law. There
are no actions, suits or proceedings pending or, to the knowledge of the
Borrower, threatened by or against or affecting any Group Member or against any
of their respective properties or revenues before any Governmental Authority or
arbitrator (a) with respect to any of the Loan Documents or any of the
transactions contemplated hereby or thereby or (b) except as set forth on
Schedule 3.5, that could reasonably be expected to have a Material Adverse
Effect. No Group Member is in default under or with respect to any of its
Contractual Obligations.  Each Group Member is in compliance with all
Requirements of Law, except to the extent that the failure to comply therewith
could not, in the aggregate, reasonably be expected to have a Material Adverse
Effect.

     

    3.6  Taxes.  Each Group Member
has filed, or caused to be filed, all tax returns that are required to have been
filed in any jurisdiction, and have paid all taxes shown to be due and payable
on said returns or on any assessment made against it or any of its property and
all other taxes, fees or other changes imposed on it or any of its property by
any Governmental Authority (other than any the amount or validity of which are
currently being contested in good faith by appropriate proceedings and with
respect to which reserves in conformity with GAAP have been provided on the
books of the relevant Group Member). No tax Lien has been filed.  The
Borrower knows of no basis for any other tax or assessment with respect to the
Borrower or any other Group Member that could reasonably be expected to have a
Material Adverse Effect. The charges, accruals and reserves on the books of the
Borrower and the other Group Members in respect of federal, state or other taxes
for all fiscal periods are adequate.

     

    3.7  Title to Property:
Leases.  Each
Group Member has title in fee simple to, or a valid leasehold interest in, all
its real property, and good title to, or a valid leasehold interest in, all its
other property, and none of such property is subject to any Lien except as
permitted by Section 5.2. All leases that individually or in the aggregate are
material are valid and subsisting and are in full force and effect in all
material respects.

     

    3.8  Licenses, Permits,
etc.  Each
Group Members owns, or is licensed to use, all Intellectual Property necessary
for the conduct of its business as currently conducted except to the extent that
a failure to own or use could not, in the aggregate, reasonably be expected to
have a Material Adverse Effect.  No material claim has been asserted
and is pending by any Person challenging or questioning the use of any
Intellectual Property or the validity or effectiveness of any Intellectual
Property, nor does the Borrower know of any valid basis for any such
claim.  The use of Intellectual Property by each Group Member does not
infringe on the rights of any Person in any material respect.

     

    3.9  Federal
Regulations.  No
part of the proceeds of any Loan, and no other extensions of credit hereunder,
will be used (a) for “buying” or “carrying” any “margin stock” within the
respective meanings of each of the quoted terms under Regulation U as now and
from time to time hereafter in effect for any purpose that violates the
provisions of the Regulations of the Board or (b) for any purpose that violates
the provisions of the Regulations of the Board.  No more than 25% of
the assets of the Group Members consist of “margin stock” as so
defined.  If requested by the Lender, the Borrower will furnish to the
Lender a statement to the foregoing effect in conformity with the requirements
of FR Form G-3 or FR Form U-1, as applicable, referred to in Regulation
U.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    3.10 
 ERISA.  Except
as could not reasonably be expected, individually or in the aggregate, to have a
Material Adverse Effect: (i) each Group Member and each of their respective
ERISA Affiliates is in compliance with the applicable provisions of ERISA and
the provisions of the Code relating to Plans and the regulations and published
interpretations thereunder; (ii) no ERISA Event has occurred or is reasonably
expected to occur; and (iii) all amounts required by applicable law with respect
to, or by the terms of, any retiree welfare benefit arrangement maintained by
any Group Member or any ERISA Affiliate or to which any Group Member or any
ERISA Affiliate has an obligation to contribute have been accrued in accordance
with Statement of Financial Accounting Standards No. 106.  The present
value of all accumulated benefit obligations under each Pension Plan (based on
the assumptions used for purposes of Statement of Financial Accounting Standards
No. 87) did not, as of the date of the most recent financial statements
reflecting such amounts, exceed by more than a material amount the fair market
value of the assets of such Pension Plan allocable to such accrued
benefits.

     

    3.11 
 Investment Company Act;
Other Regulations.  No
Loan Party is an “investment company”, or a company “controlled” by an
“investment company”, within the meaning of the Investment Company Act of 1940,
as amended.  No Loan Party is subject to regulation under any
Requirement of Law (other than Regulation X of the Board) that limits its
ability to incur Indebtedness

     

    3.12 
 Subsidiaries.  Except
as disclosed to the Lender by the Borrower in writing from time to time after
the Closing Date, (a) Schedule 3.12 sets forth the name and jurisdiction of
incorporation of each Subsidiary (and indicates if such Subsidiary is
dissolving) and, as to each such Subsidiary, the percentage of each class of
Capital Stock owned by any Loan Party and (b) there are no outstanding
subscriptions, options, warrants, calls, rights or other agreements or
commitments (other than stock options granted to employees or directors and
directors’ qualifying shares) of any nature relating to any Capital Stock of the
Borrower or any Subsidiary, except as created by the Loan Documents

     

    3.13 
 Use of
Proceeds.  The
proceeds of the Loan shall be used to refinance a portion of the Indebtedness
outstanding under that certain Loan Agreement, made as of the 30th day of
December 2005, by and between the Lender and Phoenix Investment Partners,
Ltd.

     

    3.14 
 Security
Documents.  The
Guarantee and Collateral Agreement is effective to create in favor of the Lender
a legal, valid and enforceable security interest in the Collateral described
therein and proceeds thereof.  In the case of the Pledged Stock
described in the Guarantee and Collateral Agreement, when stock certificates
representing such Pledged Stock are delivered to the Lender (together with a
properly completed and signed stock power or endorsement), and in the case of
the other Collateral described in the Guarantee and Collateral Agreement, when
financing statements and other filings specified on Schedule 3.14 in appropriate
form are filed in the offices specified on Schedule 3.14, the Guarantee and
Collateral Agreement shall constitute a fully perfected Lien on, and security
interest in, all right, title and interest of the Loan Parties in such
Collateral and the proceeds thereof, as security for the Obligations (as defined
in the Guarantee and Collateral Agreement), in each case prior and superior in
right to any other Person (except, in the case of Collateral other than Pledged
Stock, Liens permitted by Section 5.2).

     

    3.15 
 Solvency.  Each
Loan Party is, and after giving effect to the incurrence of all Indebtedness and
obligations being incurred in connection herewith and therewith will be and will
continue to be, Solvent.

     

    
      	
              4.  

            	
              AFFIRMATIVE
      COVENANTS.

            


    

     

    The
Borrower agrees that, so long as any Loan or other amount is owing to the
Lender, the Borrower shall and shall cause each other Group Member
to:

     

    4.1  Financial Statements
.  Furnish
to the Lender:

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    (a) as soon
as available, but in any event within 120 days after the end of each fiscal
year of the Borrower, a copy of the audited consolidated balance sheet of the
Borrower and its consolidated Subsidiaries as at the end of such year and the
related audited consolidated statements of income and of cash flows for such
year, setting forth in each case in comparative form the figures for the
previous year, reported on without a “going concern” or like qualification or
exception, or qualification arising out of the scope of the audit, by an
independent certified public accountants of nationally recognized standing;
provided, that
documents required to be delivered pursuant to this clause (a) which are made
available via EDGAR, or any successor system of the SEC, in an Annual Report of
the Borrower on Form 10-K shall be deemed delivered to the Lender on the date
such documents is made so available;

     

    (b) as soon
as available, but in any event not later than 60 days after the end of each of
the first three quarterly periods of each fiscal year of the Borrower, the
unaudited consolidated balance sheet of the Borrower and its consolidated
Subsidiaries as at the end of such quarter and the related unaudited
consolidated statements of income and of cash flows for such quarter and the
portion of the fiscal year through the end of such quarter, setting forth in
each case in comparative form the figures for the previous year, certified by a
Responsible Officer as being fairly stated in all material respects (subject to
normal year-end audit adjustments); provided, that
documents required to be delivered pursuant to this clause (a) which are made
available via EDGAR, or any successor system of the SEC, in an Annual Report of
the Borrower on Form 10-Q shall be deemed delivered to the Lender on the date
such documents is made so available;

     

    (c) concurrently
with the delivery of the financial statements referred to in Section 4.1(a), a
certificate of the independent certified public accountants reporting on such
financial statements stating that in making the examination necessary therefor
no knowledge was obtained of any Default or Event of Default pursuant to Section
6, except as specified in such certificate;

     

    (d) concurrently
with the delivery of any financial statements pursuant to Section 4.1, (i) a
certificate of a Responsible Officer stating that, to the best of each such
Responsible Officer’s knowledge, each Loan Party during such period has observed
or performed all of its covenants and other agreements, and satisfied every
condition contained in this Agreement and the other Loan Documents to which it
is a party to be observed, performed or satisfied by it, and that such
Responsible Officer has obtained no knowledge of any Default or Event of Default
except as specified in such certificate and (ii) in the case of quarterly or
annual financial statements, (x) a Compliance Certificate containing all
information and calculations necessary for determining compliance by each Group
Member with the provisions of this Agreement referred to therein as of the last
day of the fiscal quarter or fiscal year of the Borrower, as the case may be,
and (y) to the extent not previously disclosed to the Lender, (1) a description
of any change in the jurisdiction of organization of any Loan Party, (2) a list
of any Intellectual Property acquired by any Loan Party and (3) a description of
any Person that has become a Group Member, in each case since the date of the
most recent report delivered pursuant to this clause (y) (or, in the case of the
first such report so delivered, since the Closing Date); and

     

    (e) promptly,
such additional financial and other information as the Lender may from time to
time reasonably request.

     

    4.2  Payment of
Obligations.  Pay,
discharge or otherwise satisfy at or before maturity or before they become
delinquent, as the case may be, all its material obligations of whatever nature,
except where the amount or validity thereof is currently being contested in good
faith by appropriate proceedings and reserves in conformity with GAAP with
respect thereto have been provided on the books of the relevant Group
Member.

     

    
      
        
        

      

      
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    4.3  Maintenance of Existence;
Compliance.  Except
for Subsidiaries which are listed on Part A of Schedule 3.12 as dissolving
entities or otherwise disclosed on Part B of Schedule 3.12,
(a)(i)  Preserve, renew and keep in full force and effect its
organizational existence and (ii) take all reasonable action to maintain all
rights, privileges and franchises necessary or desirable in the normal conduct
of its business, except, in each case, as otherwise permitted by Section 5.3 and
except, in the case of clause (ii) above, to the extent that failure to do so
could not reasonably be expected to have a Material Adverse Effect; and (b)
comply with all Contractual Obligations and Requirements of Law except to the
extent that failure to comply therewith could not, in the aggregate, reasonably
be expected to have a Material Adverse Effect.

     

    4.4  Maintenance of Property;
Insurance.  (a) 
Keep all property useful and necessary in its business in good working order and
condition, ordinary wear and tear excepted and (b) maintain with
financially sound and reputable insurance companies insurance on all its
property in at least such amounts and against at least such risks (but including
in any event public liability, product liability and business interruption) as
are usually insured against in the same general area by companies engaged in the
same or a similar business.

     

    4.5  Inspection or Property;
Books and Records; Discussions.  (a)  Keep
proper books of records and account in which full, true and correct entries in
conformity with GAAP and all Requirements of Law shall be made of all dealings
and transactions in relation to its business and activities and (b) permit
representatives of the Lender to visit and inspect any of its properties and
examine and make abstracts from any of its books and records at any reasonable
time and as often as may reasonably be desired and to discuss the business,
operations, properties and financial and other condition of the Group Members
with officers and employees of the Group Members and with their independent
certified public accountants.

     

    4.6  Notices.
Promptly give notice to the Lender of:

     

    (a) the
occurrence of any Default or Event of Default;

     

    (b) any (i)
default or event of default under any Contractual Obligation of any Group Member
or (ii) litigation, investigation or proceeding that may exist at any time
between any Group Member and any Governmental Authority, that in either case, if
not cured or if adversely determined, as the case may be, could reasonably be
expected to have a Material Adverse Effect;

     

    (c)  any
litigation or proceeding affecting any Group Member (i) in which the amount
involved is $1,000,000 or more and not covered by insurance, (ii) in which
injunctive or similar relief is sought or (iii) which relates to any Loan
Document;

     

    (d) an ERISA
Event, as soon as possible and in any event within 10 days after the Borrower
knows thereof; and

     

    (e) any
development or event that has had or could reasonably be expected to have a
Material Adverse Effect.

     

    Each
notice pursuant to this Section 4.6 shall be accompanied by a statement of a
Responsible Officer setting forth details of the occurrence referred to therein
and stating what action the relevant Group Member proposes to take with respect
thereto.  Notices required to be delivered pursuant to this Section
4.6 which are made available via EDGAR, or any successor system of the SEC, in a
Current Report of the Borrower on Form 8-K, shall be deemed delivered to the
Lender on the date such notices are made so available.

     

    
      
        
        

      

      
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    4.7  Additional
Collateral.

     

    (a) With
respect to any property acquired after the Closing Date by any Guarantor or by
any Subsidiary Guarantor after March 31, 2009 (other than (x) any property
described in paragraph (b) or (c) below, (y) any property subject to a Lien
expressly permitted by Section 5.2(g) and (z) property acquired by any Excluded
Foreign Subsidiary) as to which the Lender does not have a perfected Lien,
promptly (i) execute and deliver to the Lender such amendments to the Guarantee
and Collateral Agreement or such other documents as the Lender deems necessary
or advisable to grant to the Lender a security interest in such property and
(ii) take all actions necessary or advisable to grant to the Lender a perfected
first priority security interest in such property, including the filing of
Uniform Commercial Code financing statements in such jurisdictions as may be
required by the Guarantee and Collateral Agreement or by law or as may be
requested by the Lender.

     

    (b) With
respect to any new Subsidiary (other than an Excluded Foreign Subsidiary)
created or acquired after the Closing Date by any Guarantor or by any Group
Member after March 31, 2009 (which, for the purposes of this paragraph (c),
shall include any existing Subsidiary that ceases to be an Excluded Foreign
Subsidiary), promptly (i) execute and deliver to the Lender such amendments to
the Guarantee and Collateral Agreement as the Lender deems necessary or
advisable to grant to the Lender a perfected first priority security interest in
the Capital Stock of such new Subsidiary that is owned by any Group Member, (ii)
deliver to the Lender the certificates representing such Capital Stock, together
with undated stock powers, in blank, executed and delivered by a duly authorized
officer of the relevant Group Member, (iii) cause such new Subsidiary
(A) to become a party to the Guarantee and Collateral Agreement, (B) to
take such actions necessary or advisable to grant to the Lender a perfected
first priority security interest in the Collateral described in the Guarantee
and Collateral Agreement with respect to such new Subsidiary, including the
filing of Uniform Commercial Code financing statements in such jurisdictions as
may be required by the Guarantee and Collateral Agreement or by law or as may be
requested by the Lender and (C) to deliver to the Lender a certificate of such
Subsidiary, substantially in the form of Exhibit D, with appropriate insertions
and attachments, and (iv) if requested by the Lender, deliver to the Lender
legal opinions relating to the matters described above, which opinions shall be
in form and substance, and from counsel, reasonably satisfactory to the
Lender.

     

    (c)  With
respect to any new Excluded Foreign Subsidiary created or acquired after the
Closing Date by any Guarantor or by any Group Member after March 31, 2009 (other
than by any Group Member that is an Excluded Foreign Subsidiary), promptly (i)
execute and deliver to the Lender such amendments to the Guarantee and
Collateral Agreement as the Lender deems necessary or advisable to grant to the
Lender a perfected first priority security interest in the Capital Stock of such
new Subsidiary that is owned by any such Group Member (provided that in no event
shall more than 66% of the total outstanding voting Capital Stock of any such
new Subsidiary be required to be so pledged), (ii) deliver to the Lender the
certificates representing such Capital Stock, together with undated stock
powers, in blank, executed and delivered by a duly authorized officer of the
relevant Group Member, and take such other action as may be necessary or, in the
opinion of the Lender, desirable to perfect the Lender’s security interest
therein, and (iii) if requested by the Lender, deliver to the Lender legal
opinions relating to the matters described above, which opinions shall be in
form and substance, and from counsel, reasonably satisfactory to the
Lender.

     

    (d) With
respect to any Group Member other than the Guarantors, at any time after March
31, 2009, promptly (i) execute and deliver to the Lender such amendments to the
Guarantee and Collateral Agreement as the Lender deems necessary or advisable to
grant to the Lender a perfected first priority security interest in the Capital
Stock of such new Subsidiary that is owned by any Group Member, (ii) deliver to
the Lender the certificates representing such Capital Stock, together with
undated stock powers, in blank, executed and delivered by a duly authorized
officer of the relevant Group Member, (iii) cause such new Subsidiary
(A) to become a party to the Guarantee and Collateral Agreement, (B) to
take such actions necessary or advisable to grant to the Lender a perfected
first priority security interest in the Collateral described in the Guarantee
and Collateral Agreement with respect to such new Subsidiary, including the
filing of Uniform Commercial Code financing statements in such jurisdictions as
may be required by the Guarantee and Collateral Agreement or by law or as may be
requested by the Lender and (C) to deliver to the Lender a certificate of such
Subsidiary, substantially in the form of Exhibit D, with appropriate insertions
and attachments, and (iv) if requested by the Lender, deliver to the Lender
legal opinions relating to the matters described above, which opinions shall be
in form and substance, and from counsel, reasonably satisfactory to the
Lender.

     

    
      
        
        

      

      
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    4.8  Post-Closing
Obligations.  On or before January 16, 2009, deliver any items
required to be delivered pursuant to Section 8.1 and not delivered on the
Closing Date.

     

    
      	
              5.  

            	
              NEGATIVE
      COVENANTS.

            


    

     

    The
Borrower hereby agrees that, so long as any Loan or other amount is owing to the
Lender, the Borrower shall not and shall not permit any of its Subsidiaries to,
directly or indirectly:

     

    5.1  Indebtedness.  Create,
issue, incur, assume, become liable in respect of or suffer to exist any
Indebtedness, except:

     

    (a) Indebtedness
of any Loan Party pursuant to any Loan Document;

     

    (b) Indebtedness
of the Borrower to any Subsidiary and of any Subsidiary Guarantor to the
Borrower or any other Subsidiary;

     

    (c) Guarantee
Obligations incurred in the ordinary course of business by the Borrower or any
of its Subsidiaries of obligations of any Subsidiary Guarantor;

     

    (d) Indebtedness
outstanding on the date hereof and listed on Schedule 5.1(d) and any
refinancings, refundings, renewals or extensions thereof (without increasing, or
shortening the maturity of, the principal amount thereof);

     

    (e) Indebtedness
secured by Liens permitted by Section 5.2(g) in an aggregate principal amount
not to exceed $1,000,000 at any one time outstanding;

     

    (f) Indebtedness
secured by Liens permitted by Section 5.2(h) of any Person that becomes a
Subsidiary after the Closing Date; provided, that such
Indebtedness exists at the time such Person becomes a Subsidiary and is not
created in contemplation of or in connection with such Person becoming a
Subsidiary; and

     

    (g)  additional
Indebtedness of the Borrower or any of its Subsidiaries in an aggregate
principal amount (for the Borrower and all Subsidiaries) not to exceed
$1,000,000 at any one time outstanding.

     

    5.2  Liens.
Create,
incur, assume or permit to exist (upon the happening of a contingency or
otherwise) any Lien upon any of its property, whether now owned or held or
hereafter acquired, except:

     

    
      
        
        

      

      
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    (a) Liens for
taxes, assessments or other governmental charges the payment of which is not yet
due and payable or the payment of which is not at the time required by Section
4.1(b) hereof;

     

    (b) Liens
arising from judicial attachments and judgments, unless the judgment it secures
shall not, within 60 days after the entry thereof, have been discharged or
execution thereof stayed pending appeal, or shall not have been discharged
within 60 days after the expiration of any such stay;

     

    (c) Liens of
landlords and Liens of carriers, warehousemen, mechanics, materialmen, inventory
suppliers and other similar Liens, in each case, incurred in the ordinary course
of business for sums not yet due;

     

    (d) leases or
subleases granted to others, licenses, easements, rights-of-way, restrictions,
zoning restrictions, governmental restrictions in respect of any property or
property right or franchise of the Borrower or any Subsidiary, minor survey
exceptions and other similar charges or encumbrances, in each case incidental
to, and not interfering with, the ordinary conduct of the business of the
Borrower and the Subsidiaries, taken as a whole, provided that such charges and
encumbrances do not, in the aggregate, materially detract from the value or
utility of such property;

     

    (e) Liens
incurred or deposits made in the ordinary course of business in connection with
workers' compensation, unemployment insurance and other types of social security
or retirement benefits, or to secure (or to obtain letters of credit that
secure) the performance of tenders, statutory obligations, surety bonds, appeal
bonds, bids, leases, performance bonds, purchase, construction or sales
contracts, leases and other similar obligations, in each case not incurred or
made in connection with the borrowing of money, the obtaining of advances or
credit or the payment of the deferred purchase price of property, and which
Liens do not, in the aggregate, materially impair the use of the property
subject thereto in the operation of the business of the Borrower and the
Subsidiaries or the value of such property for the purposes of such
business;

     

    (f) Liens
existing on the Closing Date;

     

    (g) Liens
created to secure all or any part of the purchase price, or to secure
Indebtedness incurred or assumed to pay all or any part of the purchase price or
cost of construction, of property (or any improvement thereon) acquired or
constructed by the Borrower or any Subsidiary;

     

    (h) Liens
existing on property of a person immediately prior to its being consolidated or
merged into the Borrower or any Subsidiary or its becoming a Subsidiary, or any
Lien existing on any property acquired by the Borrower or any Subsidiary at the
time such property is so acquired (whether or not the Indebtedness secured
thereby shall have been assumed); and

     

    (i) Liens
renewing, extending or replacing Liens permitted by this Section
5.2.

     

    5.3  Fundamental
Changes. Enter
into any merger, consolidation, amalgamation, or liquidate, wind up or dissolve
itself (or suffer any liquidation or dissolution), or Dispose of all or
substantially all of its property or business, except that:

     

    (a) any
Subsidiary of the Borrower may be consolidated or merged with or into the
Borrower (provided that the
Borrower shall be the continuing or surviving Person) or with or into any
Subsidiary Guarantor or any Person that, contemporaneously with the consummation
of any such event, becomes a Subsidiary Guarantor (provided that the
Subsidiary Guarantor or such Person  shall be the continuing or
surviving Person);

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    (b) any
Subsidiary of the Borrower may Dispose of any or all of its assets (i) to the
Borrower or any Subsidiary Guarantor (upon voluntary dissolution or otherwise)
or (ii) pursuant to a Disposition permitted by Section 5.4;

     

    (c)  any
Investment expressly permitted by Section 5.6 may be structured as a merger,
consolidation or amalgamation; and

     

    (d) the
Borrower may be consolidated or merged with or into a Person or sell such Person
all or substantially all of its property or business so long as (i) such Person
(the “Successor
Company”), shall be a solvent corporation organized and existing under
the laws of the United States of America or any State thereof (including the
District of Columbia); (ii) if the Borrower is not the Successor Company, such
Successor Company shall have executed and delivered to the Lender its assumption
of the due and punctual payment of the principal of and premium, if any, and
interest on the Loan and the Note, according to its tenor, and the due and
punctual performance and observance of each covenant and condition of this
Agreement and the Note and shall have caused to be delivered to the Lender an
opinion in form and substance, and from counsel, reasonably satisfactory to the
Lender, to the effect that all agreements or instruments effecting such
assumption have been duly authorized, executed and delivered and are enforceable
in accordance with their terms and comply with the terms hereof; (iii)
immediately before and after giving effect to such transaction no Default or
Event of Default shall have occurred and be continuing (it being understood and
agreed for the avoidance of doubt that nothing in this Section 5.3(d) shall
release the Borrower or any Successor Company from its liability under the Loan
Documents).

     

    5.4  Disposition of
Property.  Dispose
of Virtus Partners, Inc.

     

    5.5  Restricted
Payments. Declare
or pay any dividend (other than dividends payable solely in common stock of the
Person making such dividend) on, or make any payment on account of, or set apart
assets for a sinking or other analogous fund for, the purchase, redemption,
defeasance, retirement or other acquisition of, any Capital Stock of any Group
Member, whether now or hereafter outstanding, or make any other distribution in
respect thereof, either directly or indirectly, whether in cash or property or
in obligations of any Group Member (collectively, “Restricted
Payments”), except that (i) any Subsidiary may make Restricted Payments
to the Borrower or any Subsidiary Guarantor and (ii) if so long as no Default or
Event of Default shall have occurred and be continuing or would result
therefrom, the Borrower may make Restricted Payments not to exceed 100.0% of the
prior fiscal quarter’s EBITDA adjusted for specific non-cash items including
amortization or impairments of intangible assets and stock based compensation
and adjusted for the EBITDA impact of any changes related to implementing new
accounting standards, in each case as mutually agreed.

     

    5.6  Investments. Make
any advance, loan, extension of credit (by way of guaranty or otherwise) or
capital contribution to, or purchase any Capital Stock, bonds, notes, debentures
or other debt securities of, or any assets constituting a business unit of, or
make any other investment in, any Person (all of the foregoing, “Investments”),
except:

     

    (a) extensions
of trade credit in the ordinary course of business;

     

    (b) investments
in Cash Equivalents;

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    (c) Guarantee
Obligations permitted by Section 5.1;

     

    (d) intercompany
Investments by any Group Member in the Borrower or any Person that, prior to
such investment, is a Subsidiary Guarantor; and

     

    (e) in
addition to Investments otherwise expressly permitted by this Section,
Investments by the Borrower or any of its Subsidiaries in an aggregate amount
(valued at cost) not to exceed $1,000,000 during the term of this
Agreement.

     

    5.7  Transactions with
Affiliates. Enter
into any transaction, including any purchase, sale, lease or exchange of
property, the rendering of any service or the payment of any management,
advisory or similar fees, with any Affiliate (other than the Borrower or any
Subsidiary Guarantor) unless such transaction is (a) otherwise permitted
under this Agreement, (b) in the ordinary course of business of the relevant
Group Member, and (c) upon fair and reasonable terms no less favorable to
the relevant Group Member than it would obtain in a comparable arm’s length
transaction with a Person that is not an Affiliate.

     

    5.8  Changes in Fiscal
Period. Permit
the fiscal year of the Borrower to end on a day other than December 31 or change
the Borrower’s method of determining fiscal quarters.

     

    5.9  Negative Pledge
Clauses. Enter
into or suffer to exist or become effective any agreement that prohibits or
limits the ability of any Group Member to create, incur, assume or suffer to
exist any Lien upon any of its property or revenues, whether now owned or
hereafter acquired, to secure its obligations under the Loan Documents to which
it is a party other than (a) this Agreement and the other Loan Documents and (b)
any agreements governing any purchase money Liens otherwise permitted hereby (in
which case, any prohibition or limitation shall only be effective against the
assets financed thereby).

     

    5.10 
 Clauses Restricting
Subsidiary Distributions.  Enter
into or suffer to exist or become effective any consensual encumbrance or
restriction on the ability of any Subsidiary of the Borrower to (a) make
Restricted Payments in respect of any Capital Stock of such Subsidiary held by,
or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the
Borrower, (b) make loans or advances to, or other Investments in, the Borrower
or any other Subsidiary of the Borrower or (c) transfer any of its assets to the
Borrower or any other Subsidiary of the Borrower, except for such encumbrances
or restrictions existing under or by reason of (i) any restrictions existing
under the Loan Documents and (ii) any restrictions with respect to a Subsidiary
imposed pursuant to an agreement that has been entered into in connection with
the Disposition of all or substantially all of the Capital Stock or assets of
such Subsidiary.

     

    5.11 
 Lines of
Business. The
Borrower will not and will not permit any Subsidiary to engage in any business
if, as a result, the general nature of the businesses in which the Borrower and
the Subsidiaries, taken as a whole, would then be engaged would be substantially
changed from the general nature of the businesses of the Borrower and the
subsidiaries on the date of this Loan Agreement.

     

    
      	
              6.  

            	
              FINANCIAL
      COVENANTS

            


    

     

    6.1  Financial
Covenants.  (a) The Borrower
shall maintain an EBITDA to Total Interest Expense Ratio of not less than 4.00
to 1.00 for any period of four consecutive fiscal quarters; (b) the Borrower
shall maintain an EBITDA to Senior Interest Expense Ratio of not less than 3.50
to 1.00 for any period of four consecutive fiscal quarters; (c) the Borrower
shall maintain Net Worth of at least $135,000,000 plus (i) 50.0% of net income
for each fiscal quarter (without deducting for any net losses) and (ii) 75.0% of
all future equity contributions, (d) the Borrower shall maintain Assets Under
Management of at least $18,500,000 and (e) the Borrower shall at all times
maintain a Senior Debt to EBITDA Ratio of not more than 2.50 to 1.00 for any
period of four consecutive fiscal quarters.

     

    
      
        
        

      

      
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              7.  

            	
              EVENTS OF DEFAULT;
      RIGHTS AND REMEDIES ON
DEFAULT

            


    

     

    7.1  Events of
Default. The occurrence of any one or
more of the following events shall constitute a “Default”, whether or
not any requirement for the giving of notice, the lapse of time, or both has
been satisfied and an “Event of
Default” once the requirement for
the giving of notice, the lapse of time, or both, has been
satisfied:

     

    (a) (i) the
failure to make any payment of principal on the Note when due as provided for
herein or in the Note or (ii) the failure to make any payment of interest on the
Note or any other amount payable hereunder or under any other Loan Document
within 5 Business Days after the due date thereof as provided for herein or in
the Note;

     

    (b) any
representation or warranty made or deemed to be made by any Loan Party herein or
in any other Loan Document or that is contained in any certificate, document or
financial or other statement furnished by it at any time under or in connection
with this Agreement or any such other Loan Document shall prove to have been
inaccurate in any material respect on or as of the date made or deemed to be
made;

     

    (c) any Loan
Party shall default in the observance or performance of any agreement contained
in clause (i) or (ii) of Section 4.3(a) (with respect to the Borrower only),
Section 4.6(a), Section 4.8, Section 5 or Section 6 of this Agreement or Section
5.5 and 5.7(b) of the Guarantee and Collateral Agreement;

     

    (d) any Loan
Party shall default in the observance or performance of any other agreement
contained in this Agreement or any other Loan Document (other than as provided
in paragraphs (a) through (c) of this Section 7.1), and such default shall
continue unremedied for a period of 30 days after notice to the Borrower from
the Lender;

     

    (e) any Group
Member shall (i) default in making any payment of any principal of any
Indebtedness (including any Guarantee Obligation, but excluding the Loan) on the
scheduled or original due date with respect thereto; or (ii) default in making
any payment of any interest on any such Indebtedness beyond the period of grace,
if any, provided in the instrument or agreement under which such Indebtedness
was created; or (iii) default in the observance or performance of any other
agreement or condition relating to any such Indebtedness or contained in any
instrument or agreement evidencing, securing or relating thereto, or any other
event shall occur or condition exist, the effect of which default or other event
or condition is to cause, or to permit the holder or beneficiary of such
Indebtedness (or a trustee or agent on behalf of such holder or beneficiary) to
cause, with the giving of notice if required, such Indebtedness to become due
prior to its stated maturity or (in the case of any such Indebtedness
constituting a Guarantee Obligation) to become payable; provided, that a
default, event or condition described in clause (i), (ii) or (iii) of this
paragraph (e) shall not at any time constitute an Event of Default unless, at
such time, one or more defaults, events or conditions of the type described in
clauses (i), (ii) and (iii) of this paragraph (e) shall have occurred and be
continuing with respect to Indebtedness the outstanding principal amount of
which exceeds in the aggregate $1,000,000;

     

    
      
        
        

      

      
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    (f) (i) any
Group Member shall commence any case, proceeding or other action (A) under any
existing or future law of any jurisdiction, domestic or foreign, relating to
bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an
order for relief entered with respect to it, or seeking to adjudicate it a
bankrupt or insolvent, or seeking reorganization, arrangement, adjustment,
winding-up, liquidation, dissolution, composition or other relief with respect
to it or its debts, or (B) seeking appointment of a receiver, trustee,
custodian, conservator or other similar official for it or for all or any
substantial part of its assets; or (ii) there shall be commenced against any
Group Member any case, proceeding or other action of a nature referred to in
clause (i) above that (A) results in the entry of an order for relief or any
such adjudication or appointment or (B) remains undismissed or undischarged for
a period of 60 days; or (iii) there shall be commenced against any Group Member
any case, proceeding or other action seeking issuance of a warrant of
attachment, execution, distraint or similar process against all or any
substantial part of its assets that results in the entry of an order for any
such relief that shall not have been vacated, discharged, or stayed or bonded
pending appeal within 60 days from the entry thereof; or (iv) any Group Member
shall take any action in furtherance of, or indicating its consent to, approval
of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii)
above; or (v) any Group Member shall generally not, or shall be unable to, or
shall admit in writing its inability to, pay its debts as they become due; or
(vi) or any Group Member shall make a general assignment for the benefit of its
creditors

     

    (g) (i) an
ERISA Event shall have occurred, (ii) a trustee shall be appointed by a United
States district court to administer any Pension Plan, (iii) the PBGC shall
institute proceedings to terminate any Pension Plan(s), (iv) any Loan Party or
any of their respective ERISA Affiliates shall have been notified by the sponsor
of a Multiemployer Plan that it has incurred or will be assessed Withdrawal
Liability to such Multiemployer Plan and such entity does not have reasonable
grounds for contesting such Withdrawal Liability or is not contesting such
Withdrawal Liability in a timely and appropriate manner; or (v) any other event
or condition shall occur or exist with respect to a Plan; and in each case in
clauses (i) through (v) above, such event or condition, together with all other
such events or conditions, if any, could, in the sole judgment of the Lender,
reasonably be expected to result in a Material Adverse Effect;

     

    (h) one or
more judgments or decrees shall be entered against any Group Member involving in
the aggregate a liability (not paid or fully covered by insurance as to which
the relevant insurance company has acknowledged coverage) of $1,000,000 or more,
and all such judgments or decrees shall not have been vacated, discharged,
stayed or bonded pending appeal within 30 days from the entry
thereof;

     

    (i) the
Guarantee and Collateral Agreement shall cease, for any reason, to be in full
force and effect, or any Loan Party or any Affiliate of any Loan Party shall so
assert, or any Lien created by the Guarantee and Collateral Agreement shall
cease to be enforceable and of the same effect and priority purported to be
created thereby; and

     

    (j) the
guarantee contained in Section 2 of the Guarantee and Collateral Agreement shall
cease, for any reason, to be in full force and effect or any Loan Party or any
Affiliate of any Loan Party shall so assert.

     

    7.2  Acceleration of the
Obligations.  Upon
the occurrence of an Event of Default as above provided, all or any portion of
the Loan due or to become due from Borrower to Lender, whether under this
Agreement, the Note or otherwise, shall, at the option of Lender, and without
notice or demand by Lender, become at once due and payable together with all
accrued and unpaid interest thereon; Borrower will thereafter forthwith pay to
Lender, in addition to any and all sums and charges due, the entire principal of
and interest accrued on the Loan.

     

    
      
        
        

      

      
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    7.3  Remedies. Upon and after the
occurrence of an Event of Default, Lender shall have any and all rights and
remedies available to Lender at law or in equity.

     

    7.4  Remedies
Cumulative. All covenants, conditions,
provisions, warranties, guaranties, indemnities and other undertakings of
Borrower contained in this Agreement, or in any document referred to herein or
contained in any agreement supplementary hereto, or in any schedule or contained
in any other agreement between Lender and Borrower, heretofore, concurrently or
hereafter entered into, shall be deemed cumulative to and not in derogation or
substitution of any of the terms, covenants, conditions or agreements of
Borrower herein contained.

     

    
      
        	
                8.  

              	
                CONDITIONS
      PRECEDENT

              


      

       

    

    8.1  Conditions
Precedent.  The
agreement of the Lender to make the Loan is subject to the satisfaction, prior
to or concurrently with the making of the Loan on the Closing Date, of the
following conditions precedent:

     

    (a) Loan Agreement; Guarantee
and Collateral Agreement.  The Lender shall have received
(i) this Agreement, executed and delivered by the Lender and the Borrower,
(ii) the Note, executed and delivered by the Borrower and (iii) the Guarantee
and Collateral Agreement, executed and delivered by the Borrower and each
Subsidiary Guarantor.

     

    (b) Approvals.  All
governmental and third party approvals necessary in connection with the
continuing operations of the Group Members and the transactions contemplated
hereby shall have been obtained and be in full force and effect, and all
applicable waiting periods shall have expired without any action being taken or
threatened by any competent authority that would restrain, prevent or otherwise
impose adverse conditions on the financing contemplated hereby.

     

    (c) Lien
Searches.  The Lender shall have received the results of a
recent lien search in each of the jurisdictions where assets of the Guarantors
are located, and such search shall reveal no liens on any of the assets of the
Guarantors except for liens permitted by Section 5.2 or discharged on or prior
to the Closing Date pursuant to documentation satisfactory to the
Lender.

     

    (d) Fees.  The
Lender shall have received all fees required to be paid, and all expenses for
which invoices have been presented (including the reasonable fees and expenses
of legal counsel), on or before the Closing Date.  All such amounts
will be paid with proceeds of Loan made on the Closing Date and will be
reflected in the funding instructions given by the Borrower to the Lender on or
before the Closing Date.

     

    (e) Closing Certificate;
Certified Certificate of Incorporation; Good Standing
Certificates.  The Lender shall have received (i) a certificate
of each Loan Party, dated the Closing Date, substantially in the form of Exhibit
C, with appropriate insertions and attachments, including the certificate of
incorporation of each Loan Party that is a corporation certified by the relevant
authority of the jurisdiction of organization of such Loan Party, and (ii) a
long form good standing certificate for each Loan Party from its jurisdiction of
organization.

     

    (f) Legal
Opinions.  The Lender shall have received the legal opinion of
in-house counsel and Day Pitney LLP, counsel to the Borrower and its
Subsidiaries, in form and substance reasonably satisfactory to the Lender and
legal opinions of such other special and local counsel as may be required by the
Lender.

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    (g) Pledged Stock; Stock Powers;
Pledged Notes.  The Lender shall have received (i) the
certificates representing the shares of Capital Stock pledged pursuant to the
Guarantee and Collateral Agreement, together with an undated stock power for
each such certificate executed in blank by a duly authorized officer of the
pledgor thereof and (ii) each promissory note (if any) pledged to the Lender
pursuant to the Guarantee and Collateral Agreement endorsed (without recourse)
in blank (or accompanied by an executed transfer form in blank) by the pledgor
thereof.

     

    (h) Filings, Registrations and
Recordings.  Each document (including any Uniform Commercial
Code financing statement) required by the Guarantee and Collateral
Agreement or under law or reasonably requested by the Lender to be filed,
registered or recorded in order to create in favor of the Lender a perfected
Lien on the Collateral described therein, prior and superior in right to any
other Person (other than with respect to Liens expressly permitted by Section
5.2), shall be in proper form for filing, registration or
recordation.

     

    (i) Insurance.  The
Lender shall have received insurance certificates satisfying the requirements of
Section 5.2(b) of the Guarantee and Collateral Agreement.

     

    (j) All
obligations under that certain Loan Agreement, made as of the 30th day of
December 2005, by and between the Lender and Phoenix Investment Partners, Ltd.
shall have been repaid and all obligations under that certain Guaranty
Agreement, executed as of the 30th day of
December 2005, by and between Phoenix Investment Partners, Ltd. and The Phoenix
Companies, Inc. shall have been extinguished.

     

    
      	
              9.  

            	
              MISCELLANEOUS

            


    

     

    
      9.1  Payment of
Expenses.  The
Borrower agrees (a) to pay or reimburse all costs and expenses incurred in
connection with the development, preparation and execution of, and any
amendment, supplement, waiver, consent or modification to, this Agreement and
the other Loan Documents and any other documents prepared in connection herewith
or therewith, including the reasonable fees and disbursements of counsel to the
Lender and filing and recording fees and expenses, (b) to pay or reimburse the
lender for all its costs and expenses incurred in connection with the
enforcement or preservation of any rights under this Agreement, the other Loan
Documents and any such other documents, including the fees and disbursement of
counsel to the Lender, (c) to pay, indemnify, and hold the Lender harmless from,
any and all recording and filing fees and any and all liabilities with respect
to, or resulting from any delay in paying, stamp, excise and other taxes, if
any, that may be payable or determined to be payable in connection with the
execution and delivery of, or consummation or administration of any of the
transactions contemplated by, or any amendment, supplement or modification of,
or any waiver or consent under or in respect of, this Agreement, the other Loan
Documents and any such other documents, and (d) to pay, indemnify, and hold the
Lender and its officers, directors, employees, affiliates, agents, advisors and
controlling persons (each, an “Indemnitee”) harmless
from and against any and all other liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind or nature whatsoever with respect to the execution, delivery, enforcement,
performance and administration of this Agreement, the other Loan Documents and
any such other documents, including any of the foregoing relating to the use of
proceeds of the Loan and the reasonable fees and expenses of legal counsel in
connection with claims, actions or proceedings by any Indemnitee against any
Loan Party under any Loan Document (all the foregoing in this clause (d),
collectively, the “Indemnified
Liabilities”), provided, that the
Borrower shall have no obligation hereunder to any Indemnitee with respect to
Indemnified Liabilities to the extent such Indemnified Liabilities are found by
a final and nonappealable decision of a court of competent jurisdiction to have
resulted from the gross negligence or willful misconduct of such
Indemnitee.  All amounts due under this Section 9.1 shall be payable
not later than 10 days after written demand therefor.  Statements
payable by the Borrower pursuant to this Section 9.1 shall be submitted to
Michael Angerthal (Telephone No. 860.263.4710) (Electronic copy address michael.angerthal@virtus.com),
at the address of the Borrower set forth in the first paragraph of this
Agreement or to such address as may be hereafter designated by the Borrower in a
written notice to the Lender.  The agreements in this Section 9.1
shall survive repayment of the Loan and all other amounts payable
hereunder.

       

    

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    9.2  Survival of Representations
and Warranties. All
representations and warranties made hereunder, or in the other Loan Documents
and in any document, certificate or statement delivered pursuant hereto or in
connection therewith shall survive the execution and delivery of this Agreement
and the making of the Loan.

     

    9.3  Successors and
Assigns. All
covenants and other agreements contained in this Agreement by or on behalf of
any of the parties hereto bind and inure to the benefit of their respective
successors and assigns, whether so expressed or not.

     

    9.4  Payments Due on Non-Business
Days.  Anything
in this Agreement or the Note to the contrary notwithstanding, any payment of
principal of or interest on the Note that is due on a date other than a Business
Day shall be made on the next succeeding Business Day without including the
additional days elapsed in the computation of the interest payable on such next
succeeding Business Day.

     

    9.5  Counterparts

    .  This
Agreement may be executed by one or more of the parties to this Agreement on any
number of separate counterparts, and all of said counterparts taken together
shall be deemed to constitute one and the same instrument.  Delivery
of an executed signature page of this Agreement by email or facsimile
transmission shall be effective as delivery of a manually executed counterpart
thereof.

     

    9.6  Severability.  Any provision of
this Agreement that is prohibited or unenforceable in any jurisdiction shall, as
to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.

     

    9.7  Modification of
Agreement. This
Agreement and the other Loan Documents may not be modified, altered or amended,
except by an agreement in writing signed by Borrower and Lender.

     

    9.8  Governing
Law. THIS
AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT
SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW
OF THE STATE OF NEW YORK.

     

    9.9  Submission to Jurisdiction;
Waivers.  The
Borrower irrevocably and unconditionally:

     

    (a) submits
for itself and its property in any legal action or proceeding relating to this
Agreement and the other Loan Documents to which it is a party, or for
recognition and enforcement of any judgment in respect thereof, to the
non-exclusive general jurisdiction of the courts of the State of New York, the
courts of the United States for the Southern District of New York, and
appellate courts from any thereof;

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

    (b) consents
that any such action or proceeding may be brought in such courts and waives any
objection that it may now or hereafter have to the venue of any such action or
proceeding in any such court or that such action or proceeding was brought in an
inconvenient court and agrees not to plead or claim the same;

     

    (c) agrees
that service of process in any such action or proceeding may be effected by
mailing a copy thereof by registered or certified mail (or any substantially
similar form of mail), postage prepaid, to the Borrower, as the case may be at
its address set forth in Section 9.11 or at such other address of which the
Lender shall have been notified pursuant thereto;

     

    (d) agrees
that nothing herein shall affect the right to effect service of process in any
other manner permitted by law or shall limit the right to sue in any other
jurisdiction; and

     

    (e) waives,
to the maximum extent not prohibited by law, any right it may have to claim or
recover in any legal action or proceeding referred to in this Section any
special, exemplary, punitive or consequential damages.

     

    9.10 
 Acknowledgements. The
Borrower hereby acknowledges that:

     

    (a) it has
been advised by counsel in the negotiation, execution and delivery of this
Agreement and the other Loan Documents;

     

    (b) the
Lender does not have a fiduciary relationship with or duty to the Borrower
arising out of or in connection with this Agreement or any of the other Loan
Documents, and the relationship between the Lender and the Borrower in
connection herewith or therewith is solely that of debtor and creditor;
and

     

    (c)  no
joint venture is created hereby or by the other Loan Documents or otherwise
exists by virtue of the transactions contemplated hereby between the Lender and
the Borrower.

     

    9.11 
 Notices. Except
as otherwise provided herein, any notice required hereunder shall be in writing,
and shall be deemed to have been validly served, given or delivered upon deposit
in the United States mails, with proper postage prepaid, and addressed to the
party to be notified as set forth in the first paragraph of this Agreement or to
such other address as each party may designate for itself by like notice given
in accordance with this Section.

     

    9.12 
 Integration.  This
Agreement and the other Loan Documents represent the entire agreement of the
Borrower and the Lender with respect to the subject matter hereof and thereof,
and there are no promises, undertakings, representations or warranties by the
Lender relative to the subject matter hereof not expressly set forth or referred
to herein or in the other Loan Documents.

     

    9.13 
 WAIVER OF JURY
TRIAL.  THE
BORROWER AND THE LENDER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY
JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

     

    9.14 
 USA Patriot
Act.  The
Lender hereby notifies the Borrower that pursuant to the requirements of the USA
Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001))
(the “Patriot
Act”), it is required to obtain, verify and record information that
identifies the Borrower, which information includes the name and address of the
Borrower and other information that will allow the Lender to identify the
Borrower in accordance with the Patriot Act.

     

    9.15 
 Confidentiality.  The
confidentiality provision for this Agreement shall be consistent with the
confidentiality provision set forth in the Separation Agreement dated as of
December 12, 2008, by and between The Phoenix Companies, Inc., a Delaware
corporation and Virtus Investment Partners, Inc., a Delaware
corporation.

    
       

      
        
          
          

        

        
          29

          
            

          

        

        
          
          

        

      

       

    

    IN
WITNESS WHEREOF, this Agreement has been duly executed as of the day and year
specified at the beginning hereof.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          	 	VIRTUS INVESTMENT PARTNERS,
      INC.
	 	 	 
	 	
                                  By:

                                	
                                  /s/
      Michael A. Angerthal

                                
	 	
                                  Name:

                                	
                                  Michael
      A. Angerthal

                                
	 	
                                  Title:

                                	
                                  Chief
      Financial Officer and
Treasurer

                                


                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
          
            
              
                
                  
                    	 	PHOENIX LIFE INSURANCE
      COMPANY
	 	 	 
	 	
                            By:

                          	
                            /s/
      Peter A. Hofmann

                          
	 	
                            Name:

                          	
                            Peter
      A. Hofmann

                          
	 	
                            Title:

                          	
                            Sr.
      Executive Vice President,

                            Chief
      Financial
Officer

                          


                  

                

              

            

          

        

      

    

     

    Payments
of interest and principal shall be made by the Borrower as follows:

     

     

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
A

     

    [FORM
OF NOTE]

     

    VIRTUS
INVESTMENT PARTNERS, INC.

     

    Senior
Note Due December 31, 2010

     

    
      
        
          	
                  $20,000,000

                	
                  December
      31, 2008

                
	
                  Registration
      No. ___

                	
                  Hartford,
      Connecticut

                


        

      

       

    

    FOR VALUE RECEIVED, the
undersigned, VIRTUS INVESTMENT
PARTNERS, INC., a Delaware corporation (herein called the “Borrower”), hereby promises
to pay to PHOENIX LIFE
INSURANCE COMPANY, or registered assigns, the principal sum of TWENTY
MILLION DOLLARS ($20,000,000) with interest (computed on the basis of a 360-day
year and the actual number of days elapsed) (a) on the unpaid balance thereof at
a rate equal to the Interest Rate as defined and in that certain Loan Agreement
between the Borrower and Phoenix Life Insurance Company dated as of December 31,
2008, as amended from time to time (the “Loan Agreement”), from the
date hereof, as provided in the Loan Agreement, and (b) to the extent permitted
by law, on any overdue payment or prepayment of principal and any overdue
payment of interest, at a rate per annum from time to time equal to Interest
Rate plus 2.0% per annum, payable on demand.  Commencing on March 31,
2009 and in accordance with the Loan Agreement on every Interest Payment Date
thereafter though September 30, 2010, the Borrower shall pay (a)
$1,000,000 of the principal amount of the Loan on each Interest Payment Date
during the fiscal year ending December 31, 2009, (b) $4,000,000 of the principal
amount of the Loan on each Interest payment Date during the fiscal year ending
December 31, 2010 and (c) all remaining principal and accrued interest on
December 31, 2010.

     

    Payments
of principal of and interest with respect to this Note are to be made in lawful
money of the United States of America at Hartford, Connecticut or at such other
place as the Borrower shall have designated by written notice to the holder of
this Note as provided in the Loan Agreements.

     

    This Note
is the sole senior promissory note issued pursuant to the Loan
Agreement.

     

    This Note
is a registered Note and, upon surrender of this Note for registration of
transfer, duly endorsed, or accompanied by a written instrument of transfer duly
executed, by the registered holder hereof or such holder's attorney duly
authorized in writing, a new Senior Note for a like principal amount will be
issued to, and registered in the name of, the transferee. Prior to due
presentment for registration of transfer, the Borrower may treat the person in
whose name this Note is registered as the owner hereof for the purpose of
receiving payment and for all other purposes, and the Borrower will not be
affected by any notice to the contrary. Presentment of this Note for payment is
hereby waived.

     

    This Note
is subject to prepayment, in whole or from time to time in part, at the times
and on the terms specified in the Loan Agreement, but not
otherwise.

     

    If an
Event of Default, as defined in the Loan Agreement, occurs and is continuing,
the principal of this Note may be declared or otherwise become due and payable
in the manner and with the effect provided in the Loan Agreement.

     

    THIS NOTE
AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE
STATE OF NEW YORK.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            
              	 
      	
                      VIRTUS
      INVESTMENT PARTNERS, INC.

                    	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                      By

                    	 
      	 
      
	 	 	 	 
	 
      	
                      Its

                    	 
      	 
      


            

          

        

      

    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
B

     

    GUARANTY
AND COLLATERAL AGREEMENT

     

    [DELIVERED
SEPARATELY]

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
C

     

    FORM
OF CLOSING CERTIFICATE

     

    Pursuant
to Section 8.1(e) of the of the Loan Agreement, dated as of December 31, 2008
(as amended, supplemented or otherwise modified from time to time (the “Agreement”), by and
between PHOENIX LIFE INSURANCE COMPANY, (“Lender”) a New York domiciled
insurance company with a mailing address of One American Row, Hartford,
Connecticut 06115 and VIRTUS INVESTMENT PARTNERS, INC. (“Borrower”), a Delaware
corporation with a mailing address of 100 Pearl Street, Hartford,
CT  06103.  Unless otherwise defined herein, terms defined
in the Agreement and used herein shall have the meanings given to them in the
Agreement, the undersigned [INSERT TITLE OF OFFICER] of [INSERT NAME OF LOAN
PARTY] (the “Certifying Loan
Party”) hereby certifies as follows:

     

    1. The
representations and warranties of the Certifying Loan Party set forth in each of
the Loan Documents to which it is a party or which are contained in any
certificate furnished by or on behalf of the Certifying Loan Party pursuant to
any of the Loan Documents to which it is a party are true and correct in all
material respects on and as of the date hereof with the same effect as if made
on the date hereof, except for representations and warranties expressly stated
to relate to a specific earlier date, in which case such representations and
warranties were true and correct in all material respects as of such earlier
date.

     

    2. ___________________
is the duly elected and qualified Corporate Secretary of the Certifying Loan
Party and the signature set forth for such officer below is such officer’s true
and genuine signature.

     

    3. No
Default or Event of Default has occurred and is continuing as of the date hereof
or after giving effect to the Loan to be made on the date hereof and the use of
proceeds thereof.  [Borrower only]

     

    4. The
conditions precedent set forth in Section 8.1 of the Credit Agreement were
satisfied as of the Closing Date.  [Borrower only]

     

    The
undersigned Assistant Corporate Secretary of the Certifying Loan Party certifies
as follows:

     

    5. There are
no liquidation or dissolution proceedings pending or to my knowledge threatened
against the Certifying Loan Party, nor has any other event occurred adversely
affecting or threatening the continued corporate existence of the Certifying
Loan Party.

     

    6. The
Certifying Loan Party is a corporation duly incorporated, validly existing and
in good standing under the laws of the jurisdiction of its
organization.

     

    7. Attached
hereto as Annex
1 is a true and complete copy of resolutions duly adopted by the Board of
Directors of the Certifying Loan Party on _________________; such resolutions
have not in any way been amended, modified, revoked or rescinded, have been in
full force and effect since their adoption to and including the date hereof and
are now in full force and effect and are the only corporate proceedings of the
Certifying Loan Party now in force relating to or affecting the matters referred
to therein.

     

    8. Attached
hereto as Annex
2 is a true and complete copy of the By-Laws of the Certifying Loan Party
as in effect on the date hereof.

     

    9. Attached
hereto as Annex
3 is a true and complete copy of the Certificate of Incorporation of the
Certifying Loan Party as in effect on the date hereof.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    10. The
following persons are now duly elected and qualified officers of the Certifying
Loan Party holding the offices indicated next to their respective names below,
and the signatures appearing opposite their respective names below are the true
and genuine signatures of such officers, and each of such officers is duly
authorized to execute and deliver on behalf of the Certifying Loan Party each of
the Loan Documents to which it is a party and any certificate or other document
to be delivered by the Certifying Loan Party pursuant to the Loan Documents to
which it is a party:

    
      


      
        
          
            	
                    Name

                  	
                    Office

                  	
                    Signature

                  	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      


          

        

      

       

       

    

    IN
WITNESS WHEREOF, the undersigned have hereunto set our names as of the date set
forth below.

     

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	 
      	 	 
      	 
      
	
                                    Name:

                                  	 	
                                    Name:

                                  	 
      
	
                                    Title:

                                  	 	Title: 
      Assistant
      Corporate Secretary	 
      


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      Date:  _______________,
200_

    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
D

     

    FORM
OF COMPLIANCE CERTIFICATE

     

    This
Compliance Certificate is delivered pursuant to Section 4.1(d) of the Loan
Agreement, dated as of December 31, 2008 (as amended, supplemented or otherwise
modified from time to time (the “Agreement”), by and
between PHOENIX LIFE INSURANCE COMPANY, (“Lender”) a New York domiciled
insurance company with a mailing address of One American Row, Hartford,
Connecticut 06115 and VIRTUS INVESTMENT PARTNERS, INC. (“Borrower”), a Delaware
corporation with a mailing address of 100 Pearl Street, Hartford,
CT  06103.  Unless otherwise defined herein, terms defined
in the Agreement and used herein shall have the meanings given to them in the
Agreement.

     

    1.   
 I am the
duly elected, qualified and acting [Chief Financial Officer] of the
Borrower.

     

    2.   
 I have
reviewed and am familiar with the contents of this Certificate.

     

    3.   
 I have
reviewed the terms of the Agreement and the Loan Documents and have made or
caused to be made under my supervision, a review in reasonable detail of the
transactions and condition of the Borrower during the accounting period covered
by the financial statements attached hereto as Attachment 1 (the
“Financial
Statements”).  Such review did not disclose the existence
during or at the end of the accounting period covered by the Financial
Statements, and I have no knowledge of the existence, as of the date of this
Certificate, of any condition or event which constitutes a Default or Event of
Default[, except as set forth below].

     

    4.   
 Attached
hereto as Attachment
2 are the computations showing compliance with the covenants set forth in
Section 6.1 of the Agreement.

     

    IN
WITNESS WHEREOF, I have executed this Certificate this _____ day of ____,
200__.

     

     

     

     

    
      
        	 
      	 
      	 
      
	 
      	
                Name:

              	 
      
	 
      	
                Title:

              	 
      


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Attachment
1

    to
Compliance Certificate

     

     

    [Attach
Financial Statements]

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Attachment
2

    to
Compliance Certificate

     

     

    The
information described herein is as of ______, ____, and pertains to the period
from _________, ____ to ________________ __, ____.

     

    [Set
forth Covenant Calculations]