Exhibit 10.1


AMENDMENT NO. 7 TO CREDIT AGREEMENT


This
Amendment No. 7 (this “Amendment”) to the Credit Agreement, dated as of
September 30, 2005 (as amended by Amendment No. 1, dated as of June 14, 2006
and Amendment No. 2, dated October 31, 2006, and subject to a Consent and
Waiver No. 3, dated as of October 31, 2006, Waiver No. 4, dated as of March 30,
2007, and Amendment No. 5, dated as of August 31, 2007, Waiver No. 6, dated as
of September 25, 2007 the “Credit Agreement”), and entered into by and
among Duff & Phelps, LLC (the “Borrower”), Duff & Phelps
Acquisitions, LLC, as one of the guarantors (“Holdings”), the persons
designated as “Lenders” on the signature pages hereto (the “Lenders”)
and General Electric Capital Corporation, in its capacity as Administrative
Agent (the “Administrative Agent”) for its own benefit and the benefit
of the Lenders, is dated as of October 4, 2007 and entered into by and among
Borrower, the other Loan Parties signatory hereto, the Lenders signatory hereto
and Administrative Agent.


R  E  C  I  T  A  L  S:


WHEREAS, the parties hereto wish to
amend the Credit Agreement on the terms and conditions hereof; and


WHEREAS, Section 11.1(a) of
the Credit Agreement requires the written consent of the Required Lenders and
the Borrowers to certain amendments to the Credit Agreement; and


NOW, THEREFORE, in consideration of
the premises and the agreements, provisions and covenants herein contained, and
subject to the terms and conditions hereof the Borrowers, the Loan Parties
signatory hereto, the Lenders whose signatures appear below and the
Administrative Agent agree as follows:


Section
1.


DEFINITIONS


1.1           Defined Terms.  Unless otherwise provided all capitalized
terms used herein shall have the meanings ascribed thereto in the Credit
Agreement.


Section 2.


AMENDMENT


2.1           Amendments. 
Subject to the satisfaction of the conditions set forth in Section 3,
the Credit Agreement is hereby amended as follows:


(a)           Section
1.1 of the Credit Agreement is amended by deleting the definition of “Capital
Expenditures” in its entirety and replacing it with the following:


“Capital
Expenditures” means, for any Person for any period, the aggregate of all
expenditures, whether or not made through the incurrence of Indebtedness, by
such Person and its Subsidiaries during such period for the acquisition,
leasing (pursuant to a Capital Lease), construction, replacement, repair,
substitution or improvement of fixed or capital assets or additions to
equipment, in each case required to be capitalized under GAAP on a Consolidated
balance sheet of such Person,



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excluding
(a) interest capitalized during construction, (b) any expenditure to the
extent, for purpose of the definition of Permitted Acquisition, such
expenditure is part of the aggregate amounts payable in connection with, or
other consideration for, any Permitted Acquisition consummated during or prior
to such period, (c) any expenditure that is part of a Permitted Reinvestment
and (d) any furniture and equipment expenditures (including, without
limitation, computer equipment) in an individual amount less than $1,000, to
the extent that such expenditure reduces Consolidated EBITDA for such period.
In the event that such Person receives reimbursement of an expenditure that has
been included as a Capital Expenditure under this definition from a lessor as
an incentive in connection with an operating lease between such Person and such
lessor, the amount of Capital Expenditures for the period in which such
reimbursement occurs shall be reduced (but not below zero) by the amount of
such reimbursement.


(b)           Section
5.3 of the Credit Agreement is amended, effective as of August 15, 2007, by
deleting the phrase “$6,000,000” from the grid contained therein and replacing
it with the phrase “an amount equal to 3% of the revenues before client
reimbursables generated by the Borrower and its Subsidiaries for such Fiscal
Year”.


Section
3.


CONDITIONS TO EFFECTIVENESS


The amendments provided in Section
2.1 shall become effective on the date (the “Effective Date”) that
the following conditions have been satisfied in full or waived by the Required
Lenders:


(a)           Administrative Agent shall have
received one or more counterparts of this Amendment No. 7 executed and
delivered by the Loan Parties, the Required Lenders and Administrative Agent; and


(b)           There shall be no continuing Default
or Event of Default and the representations and warranties of the Loan Parties contained
in the Loan Documents, shall be true and correct in all material respects as of
the Effective Date or such other specific date as of which any such
representation or warranty is by its terms made; and


(c)           Administrative Agent shall have received in immediately available funds,
for the benefit of each of those Lenders that shall have executed and delivered
this Amendment No. 7 on or prior to 5:00 pm New York time on September 25,
2007, an amount equal to .05% of such Lender’s Commitment as of such date.


Section 4.


LIMITATION
ON SCOPE


Except as expressly amended hereby, the Loan Documents
shall remain in full force and effect in accordance with their respective
terms.  The amendments set forth herein
shall be limited precisely as provided for herein and shall not be deemed to be
waivers of, amendments of, consents to or modifications of any term or
provision of the Loan Documents or any other document or instrument referred to
therein or of any transaction or further or future action on the part of any
Loan Party requiring the consent of Administrative Agent or Lenders except to
the extent specifically provided for herein. 
Administrative Agent and Lenders have not and shall not be deemed to
have waived any of their respective rights and remedies against any Loan Party
for any existing or future Defaults or Events of Default.



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Section
5.


MISCELLANEOUS


(a)           Each
Loan Party hereby represents and warrants as follows:


(i)            this
Amendment No. 7 has been duly authorized and executed by such Loan Party and
the Credit Agreement, as amended by this Amendment No. 7 is the legal, valid
and binding obligation of such Loan Party, enforceable in accordance with its
terms, except as (1) such enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium and similar laws affecting
the rights of creditors in general and (2) the availability of equitable
remedies may be limited by equitable principles of general applicability; and


(ii)           Such
Loan Party repeats and restates the representations and warranties of such Loan
Party contained in the Credit Agreement as of the Effective Date, except to the
extent such representations and warranties relate to a specific date; provided
that references to the “Credit Agreement” or “this Agreement” in such
representations and warranties shall be deemed to be references to the Credit
Agreement as amended pursuant to this Amendment No. 7.


(b)           This
Amendment No. 7 is being delivered in the State of New York.


(c)           Each
Loan Party hereby ratifies and confirms that the Credit Agreement as amended
hereby remains in full force and effect.


(d)           Each
Loan Party agrees that all Loan Documents, as amended hereby or otherwise
amended in connection herewith, remain in full force and effect notwithstanding
the execution and delivery of this Amendment No. 7 and all other Loan Documents
and that nothing contained in this Amendment No. 7 shall constitute a defense
to the enforcement of any Loan Document.


(e)           This
Amendment No. 7 may be executed by the parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed an original, but
all of which counterparts together shall constitute but one and the same
instrument.


(f)            All
references in the Loan Documents to the “Credit Agreement” and in the Credit
Agreement as amended hereby to “this Agreement,” “hereof,” “herein” or the like
shall mean and refer to the Credit Agreement as amended by this Amendment No. 7
(as well as by all subsequent amendments, restatements, modifications and
supplements thereto).


(g)           This Amendment is a “Loan Document” and each of the following provisions
of the Credit Agreement is hereby incorporated herein by this reference with the
same effect as though set forth in its entirety herein, mutatis mutandis, and as if “this
Agreement” in any such provision read “this Amendment No. 7”: Section 12.13
(Governing Law), Section 12.14 (Jurisdiction), Section 12.15 (Waiver
of Jury Trial) and Section 12.16 (Severability).


[Signature page is next page]



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Witness
the due execution hereof by the respective duly authorized officers of the
undersigned of this Amendment No. 7 to the Credit Agreement as of the date
first written above.


	
  

  	
  DUFF
  & PHELPS, LLC

  
	
   

  	
  as
  Borrower

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
  /s/ Jacob Silverman

  
	
   

  	
   

  	
  Name:

  	
  Jacob Silverman

  
	
   

  	
   

  	
  Title:

  	
  CFO

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  DUFF
  & PHELPS ACQUISITIONS, LLC as Holdings

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
  /s/ Jacob Silverman

  
	
   

  	
   

  	
  Name:

  	
  Jacob Silverman

  
	
   

  	
   

  	
  Title:

  	
  CFO

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GENERAL ELECTRIC CAPITAL CORPORATION,

  
	
   

  	
  as Administrative Agent, L/C Issuer, and Lender

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
  /s/ Chris J. Fowler

  
	
   

  	
   

  	
  Name:

  	
  Chris J. Fowler

  
	
   

  	
   

  	
  Title:

  	
  Its duly authorized signatory

  



 



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  LASALLE BANK ASSOCIATION, as Syndication Agent and a
  Lender

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
  /s/ Emily Eigel

  
	
   

  	
   

  	
  Name:

  	
  Emily Eigel

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 



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  GOLUB CAPITAL CP FUNDING LLC, 

  
	
   

  	
  as a Lender

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
  /s/ Gregory A. Robbins

  
	
   

  	
   

  	
  Name:

  	
  Gregory A. Robbins

  
	
   

  	
   

  	
  Title:

  	
  Principal

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  

  	
  GOLUB CAPITAL MASTER FUNDING LLC,

  
	
   

  	
  as a Lender

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
  /s/ Gregory A. Robbins

  
	
   

  	
   

  	
  Name:

  	
  Gregory A. Robbins

  
	
   

  	
   

  	
  Title:

  	
  Principal

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GOLUB CAPITAL PARTNERS FUNDING 2007-1  LTD., 

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  GOLUB CAPITAL INCORPORATED, 

  
	
   

  	
   

  	
  as Servicer

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
  /s/ Gregory A. Robbins

  
	
   

  	
   

  	
  Name:

  	
  Gregory A. Robbins

  
	
   

  	
   

  	
  Title:

  	
  Principal

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GOLUB INTERNATIONAL LOAN LTD. I,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  GOLUB CAPITAL INTERNATIONAL 

  
	
   

  	
   

  	
  MANAGEMENT LLC, as Collateral Manager

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
  /s/ Gregory A. Robbins

  
	
   

  	
   

  	
  Name:

  	
  Gregory A. Robbins

  
	
   

  	
   

  	
  Title:

  	
  Principal

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GOLUB CAPITAL MANAGEMENT
  CLO 2007-1 LTD, 

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  GOLUB CAPITAL MANAGEMENT LLC, 

  
	
   

  	
   

  	
  as Collateral Manager

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
  /s/ Gregory A. Robbins

  
	
   

  	
   

  	
  Name:

  	
  Gregory A. Robbins

  
	
   

  	
   

  	
  Title:

  	
  Principal

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
						



 



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  SOVEREIGN BANK, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
  /s/ Christine Gerula

  
	
   

  	
   

  	
  Name:

  	
  Christine Gerula

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  



 



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  ING CAPITAL LLC, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
  /s/ Lawrence P. Eyink

  
	
   

  	
   

  	
  Name:

  	
  Lawrence P. Eyink

  
	
   

  	
   

  	
  Title:

  	
  Director

  



 



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CONSENT AND REAFFIRMATION


The undersigned (“Guarantor”)
hereby (i) acknowledges receipt of a copy of the foregoing Amendment
No. 7; (ii) consents to Borrower’s execution and delivery thereof and
approves and consents to the transactions contemplated thereby; (iii) agrees
to be bound thereby; and (iv) affirms that nothing contained therein shall
modify or diminish in any respect whatsoever its obligations under the Guaranty
and the other Loan Documents to which it is a party and reaffirms that such
Guaranty is and shall continue to remain in full force and effect.  This acknowledgement by the Guarantor is made
and delivered to induce Agent and Lenders to enter into Amendment No. 7,
and the Guarantor acknowledges that Agent and Lenders would not enter into Amendment
No. 7 in the absence of the acknowledgements contained herein.  Although Guarantor has been informed of the
matters set forth herein and has acknowledged and agreed to same, Guarantor
understands that Agent and Lenders have no obligation to inform Guarantor of
such matters in the future or to seek Guarantor’s acknowledgment or agreement
to future amendments or waivers, and nothing herein shall create such a
duty.  Capitalized terms used herein
without definition shall have the meanings given to such terms in the Amendment
No. 7 to which this Consent is attached or in the Credit Agreement
referred to therein, as applicable.


IN WITNESS WHEREOF, the
undersigned has executed this Consent and Reaffirmation on and as of the date
of Amendment No. 7.


 


	
  

  	
  DUFF & PHELPS ACQUISITIONS, LLC

  
	
   

  	
  as Holdings

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
  /s/ Jacob Silverman

  
	
   

  	
   

  	
  Name:

  	
  Jacob Silverman

  
	
   

  	
   

  	
  Title:

  	
  CFO

  



 



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