CREDIT AGREEMENT

SCHEDULES

EXHIBITS

This CREDIT AGREEMENT (“ Agreement ”) is entered into as of July 15, 2009,   among DUFF & PHELPS, LLC, a Delaware limited liability company (the “ Borrower ”), each lender from time to time party hereto (collectively, the “ Lenders ” and individually, a “ Lender ”), and BANK OF AMERICA, N.A. , as Administrative Agent and L/C Issuer.

The Borrower has requested that the Lenders provide a revolving credit facility, and the Lenders are willing to do so on the terms and conditions set forth herein.

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

1.01             Defined Terms .  As used in this Agreement, the following terms shall have the meanings set forth below:

“ Act ” has the meaning specified in Section 10.19 .

“ Acquired EBITDA ” means, with respect to any Person acquired pursuant to a Permitted Acquisition, as of any date of determination, the actual reported net income of such Person plus, to the extent deducted in calculating net income for such Person, interest charges, provision for United States federal income taxes or other taxes measured by net income, depreciation and amortization for the quarters prior to the date of such Permitted Acquisition.

“ Acquisition ” means any transaction or series of related transactions for the purpose of, or resulting, directly or indirectly, in (a) the acquisition of all or substantially all of the assets of a Person, or of any business or division of a Person, (b) the acquisition of in excess of 50% of the capital stock, partnership interests, membership interests or equity of any Person, or (c) a merger or consolidation or any other combination with another Person (other than a Person that is the Borrower or a Subsidiary).

“ Acquisition-Related Debt ” means any consideration paid in connection with a Permitted Acquisition that consists of required deferred purchase price payments (including earn-outs), seller notes or similar arrangements.

“ Administrative Agent ” or “ Agent ” means Bank of America in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.

“ Administrative Agent’s Office ” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02 , or such other address or account as the Administrative Agent may from time to time notify to the Borrower and the Lenders.

“ Administrative Questionnaire ” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“ Affiliate ” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“ Aggregate Commitments ” means the Commitments of all the Lenders.

“ Agreement ” means this Credit Agreement.

“ Applicable Percentage ” means with respect to any Lender at any time, the percentage (carried out to the ninth decimal place) of the Aggregate Commitments represented by such Lender’s Commitment at such time.  If the commitment of each Lender to make Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.02 or if the Aggregate Commitments have expired, then the Applicable Percentage of each Lender shall be determined based on the Applicable Percentage of such Lender most recently in effect, giving effect to any subsequent assignments.  The initial Applicable Percentage of each Lender is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.

“ Applicable Rate ” means the following percentages per annum, based upon the Consolidated Total Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(a) :

Any increase or decrease in the Applicable Rate resulting from a change in the Consolidated Total Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(a) ; provided , however , that if a Compliance Certificate is not delivered when due in accordance with such Section, then, upon the request of the Required Lenders, Pricing Level 1 shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and shall remain in effect until the date on which such Compliance Certificate is delivered; and provided further that Pricing Level 3 shall apply as of the date hereof until the first date on which a Compliance Certificate is required to be delivered pursuant to Section 6.02(a) .

Notwithstanding anything to the contrary contained in this definition, the determination of the Applicable Rate for any period shall be subject to the provisions of Section 2.09(b) .

“ Approved Fund ” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“ Approved Acquired EBITDA Adjustments ” means the total amount of adjustments or addbacks to Acquired EBITDA recommended by the Borrower and approved by the Administrative Agent in its reasonable discretion.

“ Assignee Group ” means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor.

“ Assignment and Assumption ” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 10.06(b) ), and accepted by the Administrative Agent, and to the extent required by this Agreement, the Borrower, in substantially the form of Exhibit D or any other form approved by the Administrative Agent.

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

“ Attributable Indebtedness ” means, on any date, (a) in respect of any capital lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a capital lease.

“ Audited Financial Statements ” means the audited consolidated balance sheet of DPC and its Subsidiaries for the fiscal year ended December 31, 2008, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year of the DPC and its Subsidiaries, including the notes thereto.

“ Availability Period ” means the period from and including the Closing Date to the earliest of (a) the Maturity Date, (b) the date of termination of the Aggregate Commitments pursuant to Section 2.05 , and (c) the date of termination of the commitment of each Lender to make Loans and of the obligation of the L/C Issuer to make L/C Credit Extensions pursuant to Section 8.02 .

“ Bank of America ” means Bank of America, N.A. and its successors.

“ Base Rate ” means, for any day, a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate,” and (c) the Eurodollar Rate plus 0.5%.  The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate.  Any change in the Base Rate due to a change in the “prime rate” or the Federal Funds Rate shall take effect at the opening of business on the day specified in the public announcement of such change in the “prime rate” or the Federal Funds Rate, respectively.

“ Base Rate Committed Loan ” means a Committed Loan that is a Base Rate Loan.

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

“ Borrower ” has the meaning specified in the introductory paragraph hereto.

“ Borrower Materials ” means all materials and/or information provided by or on behalf of the Borrower under this Agreement.

“ Borrowing ” means a Committed Borrowing.

“ Business Day ” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office is located and, if such day relates to any Eurodollar Rate Loan, means any such day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market.

“ Capital Expenditures ” means as to DPC and its Subsidiaries, any expenditure for fixed or capital assets, including, without limitation, any Capitalized Lease Obligations, all as determined in accordance with GAAP; provided, however, Capital Expenditures shall not include (a) an expenditure for fixed or capital assets to the extent paid for or reimbursed from the proceeds of insurance, (b) interest capitalized during construction, (c) 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, 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 either DPC or a Subsidiary thereof 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.

“ Capitalized Lease Obligations ” means all obligations or liabilities capitalized on the balance sheet of such person in accordance with GAAP, created or arising under any capitalized lease of real or personal property, or conditional sale or other title retention agreement, regardless of whether the rights and remedies of the lessor, seller, or lender are limited to repossession of the property giving rise to the obligation or liability.

“ Cash Collateralize ” has the meaning specified in Section 2.03(g) .

“ Cash Equivalents ” means (a) marketable obligations issued or unconditionally guaranteed by, and backed by the full faith and credit of, the United States government, or in the case of a foreign Subsidiary, marketable obligations issued or unconditionally guaranteed by the federal government of the country under which such foreign Subsidiary was formed or any agency thereof or instrumentality thereof or obligations unconditionally guaranteed by the full faith and credit of such federal government, maturing within 12 months of the date of acquisition; (b) certificates of deposit, euro dollar time deposits, time deposits and bankers’ acceptances maturing within 12 months of the date of acquisition, and overnight bank deposits, in each case which are issued by a commercial bank organized under the laws of the United States or any state or district thereof, any foreign bank, or its branches or agencies (fully protected against currency fluctuations) rated A-1 (or better) by S&P or P-1 (or better) by Moody’s at the time of acquisition, and (unless issued by a Lender) not subject to offset rights; (c) repurchase obligations with a term of not more than 30 days for underlying investments of the types described in clauses (a) and (b) entered into with any bank meeting the qualifications specified in clause (b); (d) commercial paper rated A-1 (or better) by S&P or P-1 (or better) by Moody’s, at the time of acquisition, and maturing within nine months of the date of acquisition; and (e) shares of any money market fund that has substantially all of its assets invested continuously in the types of investments referred to above, has net assets of at least $500,000,000 and has the highest rating obtainable from either Moody’s or S&P.

“ Change in Law ” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority or (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority.

“ Change of Control ” means an event or series of events by which:

(a)           any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan), other than the Permitted Investors or any “group” that includes the Permitted Investors, becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, directly or indirectly, of 35% or more of the equity securities of DPC entitled to vote for members of the board of directors or equivalent governing body of DPC on a fully-diluted basis and the Permitted Investors shall own, directly or indirectly, less than such “person” or “group” on a fully-diluted basis;

(b)           during any period of 12 consecutive months, a majority of the members of the board of directors or other equivalent governing body of DPC cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body;

(c)           DPC ceases to be the sole Managing Member of, and to Control, Holdings; or

(d)           Holdings ceases to own, directly or indirectly, 100% of the equity securities of the Borrower.

“ Closing Date ” means the first date all the conditions precedent in Section 4.01 are satisfied or waived in accordance with Section 10.01 .

“ Code ” means the Internal Revenue Code of 1986.

“ Collateral ” means any and all assets and rights and interests in or to property of Borrower and each of the other Loan Parties, whether real or personal, tangible or intangible, in which a Lien is granted or purported to be granted pursuant to the Collateral Documents.

“ Collateral Documents ” means the Security Agreement, and all other agreements, instruments and documents now or hereafter executed and delivered in connection with this Agreement pursuant to which Liens are granted or purported to be granted to Agent in Collateral securing all or part of the Obligations each in form and substance reasonably satisfactory to Agent.

“ Commitment ” means, as to each Lender, its obligation to (a) make Committed Loans to the Borrower pursuant to Section 2.01 and (b) purchase participations in L/C Obligations, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.

“ Committed Borrowing ” means a borrowing consisting of simultaneous Committed Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Lenders pursuant to Section 2.01 .

“ Committed Loan ” has the meaning specified in Section 2.01 .

“ Committed Loan Notice ” means a notice of (a) a Committed Borrowing, (b) a conversion of Committed Loans from one Type to the other, or (c) a continuation of Eurodollar Rate Loans, pursuant to Section 2.02(a) , which, if in writing, shall be substantially in the form of Exhibit A .

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

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

“ Consolidated EBITDA ” means, for any period, for DPC and its Subsidiaries on a consolidated basis, an amount equal to (a) the Consolidated Net Income for such period plus (b) the sum of, in each case to the extent deducted in the calculation of such Consolidated Net Income but without duplication, (i) any provision for United States federal income taxes or other taxes measured by net income (including any provision for distributions in respect of any such taxes), (ii) Consolidated Interest Charges, amortization of debt discount and commissions and other fees and charges associated with Indebtedness, (iii) any loss from extraordinary items and any other non-recurring loss, (iv) any depreciation, depletion and amortization expense, (v) any aggregate net loss on the Sale of property (other than accounts (as defined under the applicable Uniform Commercial Code) and inventory) outside the ordinary course of business, (vi) all non-cash impairment charges (to the extent not captured in amortization), (vii) all underfunded pension expenses to the extent constituting non-cash charges, (viii) all non-cash expenses resulting from the grant of stock and stock options and other compensation to personnel of DPC or any Group Member pursuant to a written plan or agreement or the treatment of such options under variable plan accounting, (ix) for a period of 12 months after a Lift-out Acquisition, expenses (including, without limitation, sign-on bonus and related cash payments in connection with the initial hiring of the applicable professionals) incurred with respect to such Lift-out Acquisition, in an aggregate amount not to exceed the lesser of (A) $500,000 times the number of professionals hired in such Lift-out Acquisition and (B) $3,000,000, for such 12-month period, (x) all severance costs to the extent not paid in cash, (xi) any fees, expenses or charges related to any equity offering, permitted investment, disposal or Indebtedness permitted by this Agreement (whether or not successful), (xii) the amount of any non-cash non-controlling interest expense deducted in calculating Consolidated Net Income, and (xiii) any other non-cash expenditure, charge or loss for such period (other than any non-cash expenditure, charge or loss relating to write-offs, write-downs or reserves with respect to accounts and inventory), including the amount of any compensation deduction as the result of any Equity Interests to employees, officers, directors or consultants; minus (c) the sum of, in each case to the extent included in the calculation of such Consolidated Net Income and without duplication, (i) any credit for United States federal income taxes or other taxes measured by net income, (ii) any interest income, (iii) any gain from extraordinary items and any other non-recurring gain, (iv) any aggregate net gain from the Sale of property (other than accounts (as defined in the applicable Uniform Commercial Code) and inventory) out of the ordinary course of business by such Person, and (v) any other non-cash gain, including any reversal of a charge referred to in clause (b)(vi) above by reason of a decrease in the value of any Equity Interests.  Consolidated EBITDA for the three (3) fiscal quarters most recently ended prior to the Closing Date for which financial statements are available is set forth on Schedule 1.01 .  Consolidated EBITDA shall not include Acquired EBITDA or Approved Acquired EBITDA Adjustments.

“ Consolidated Fixed Charge Coverage Ratio ” means, as of any date of determination, the ratio of (a) Consolidated EBITDA minus, without duplication, (i) Capital Expenditures, (ii) United States federal income taxes or other taxes measured by net income paid by Holdings and its Subsidiaries and distributions made to the holders of Equity Interests of Holdings for the payment of such taxes and (iii) up to $10,000,000 in cash Restricted Payments to Persons other than another Group Member (other than Restricted Payments described in part (ii) above), in each case for the period of the four prior fiscal quarters ending on such date, to (b) Consolidated Fixed Charges for the period of the four prior fiscal quarters ending on such date.  The amounts described in clauses (a)(i), (a)(ii), and (a)(iii) above for the three (3) fiscal quarters most recently ended prior to the Closing Date for which financial statements are available are set forth on Schedule 1.02 .  For purposes of calculating the Consolidated Fixed Charge Coverage Ratio for any four fiscal quarter period which includes the second fiscal quarter of 2009, the following shall be excluded: (i) Restricted Payments consisting of the redemption by Holdings of 4,550,000 of its New Class A Units which occurred in May of 2009 and (ii) the repayment in full on or about May 22, 2009 of all principal amounts outstanding under the Amended and Restated Credit Agreement, dated as of July 30, 2008, among the Borrower, Holdings, the lenders and L/C issuers party thereto and General Electric Capital Corporation as administrative agent and collateral agent.

“ Consolidated Fixed Charges ” means, for any period, for DPC and its Subsidiaries on a consolidated basis, the sum for such period of (a) Consolidated Cash Interest Charges for such period, (b) the principal amount of Consolidated Funded Indebtedness of such Person and its Subsidiaries permanently repaid (other than pursuant to a refinancing) during such period, and (c) all cash Restricted Payments to Persons other than another Group Member in excess of $10,000,000 (other than Restricted Payments described in part (a)(ii) of the definition of “Consolidated Fixed Charge Coverage Ratio”) during such period.  Consolidated Fixed Charges for the three (3) fiscal quarters most recently ended prior to the Closing Date for which financial statements are available are set forth on Schedule 1.03 .

“ Consolidated Funded Indebtedness ” means, as of any date of determination, for DPC and its Subsidiaries on a consolidated basis, (a) Indebtedness of any general partnership or joint venture (other than joint venture that is itself a corporation, limited partnership or limited liability company) in which DPC or a Subsidiary thereof is a general partner or joint venturer, unless such Indebtedness is expressly made non-recourse to DPC or such Subsidiary, (b) the principal amount of Indebtedness (or Attributable Indebtedness, as applicable) pursuant to clauses (a), (b), (d) and (f) of “Indebtedness,” and, without duplication, (c) all Guarantees with respect to outstanding Indebtedness of the types specified therein of Persons other than DPC or any Subsidiary, other than Guarantees by a Group Member in respect of travel and other reimbursable business expenses incurred by employees of such Group Member in the ordinary course of business.

“ Consolidated Interest Charges ” means, for any period, for DPC and its Subsidiaries on a consolidated basis, (i) the sum of (a) all interest, premium payments, debt discount, fees, charges and related expenses of DPC and its Subsidiaries in connection with borrowed money (including capitalized interest) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with GAAP, (b) all fees, charges, commissions, discounts and other similar obligations (other than reimbursement obligations) with respect to letters of credit, bank guarantees, banker’s acceptances, surety bonds and performance bonds (whether or not matured) payable by DPC and its Subsidiaries during such period and (c) the portion of rent expense of DPC and its Subsidiaries with respect to such period under Capital Lease Obligations that are treated as interest in accordance with GAAP less (ii) interest income for such period.

“ Consolidated Net Income ” means, for any period, for DPC and its Subsidiaries on a consolidated basis, the net income (or loss) of DPC and its Subsidiaries (excluding extraordinary gains and extraordinary losses) for that period as shown on an income statement as determined in accordance with GAAP; provided , however , that the following shall be excluded:  (a) the net income of any other Person in which DPC or one of its Subsidiaries has a joint interest with a third-party (which interest does not cause the net income of such other Person to be consolidated into the net income of DPC and its Subsidiaries), except to the extent of the amount of dividends or distributions paid to DPC or a Subsidiary thereof and (b) the net income of any direct or indirect Subsidiary of DPC that is, on the last day of such period, subject to any restriction or limitation (other than statutory capital requirements) on the payment of dividends or the making of other distributions, to the extent of such restriction or limitation.

“ Consolidated Net Worth ” means, as of any date of determination, for DPC and its Subsidiaries on a consolidated basis, Shareholders’ Equity of DPC and its Subsidiaries on that date.

“ Consolidated Total Leverage Ratio ” means, as of any date of determination, the ratio of (a) Consolidated Funded Indebtedness minus cash and Cash Equivalents on hand in excess of $5,000,000 as of such date to (b) Consolidated EBITDA plus Acquired EBITDA plus Approved Acquired EBITDA Adjustments for the period of the four fiscal quarters most recently ended.

“ 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.

“ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise at least 10% of the voting stock, by contract or otherwise.  “ Controlling ” and “ Controlled ” have meanings correlative thereto.

“ Credit Extension ” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.

“ D&P International Holdings ” means D&P International Holdings, LLC, a Delaware limited liability company and wholly-owned Subsidiary of the Borrower.

“ Debtor Relief Laws ” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“ Default ” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

“ Default Excess ” has the meaning specified in Section 10.14(b) .

“ Default Period ” has the meaning specified in Section 10.14(b) .

“ Default Rate ” means (a) when used with respect to Obligations other than Letter of Credit Fees, an interest rate equal to (i) the Base Rate plus (ii) the Applicable Rate, if any, applicable to Base Rate Loans plus (iii) 2% per annum; provided , however , that with respect to a Eurodollar Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2% per annum, and (b) when used with respect to Letter of Credit Fees, a rate equal to the Applicable Rate plus 2% per annum.

“ Defaulted Loan ” has the meaning specified in Section 10.14(b) .

“ Defaulted Payment ” has the meaning specified in Section 10.14(b) .

“ Defaulting Lender ” has the meaning specified in Section 10.14(b) .

“ Distress Event ” has the meaning specified in Section 10.14(b) .

“ Distressed Person ” has the meaning specified in Section 10.14(b) .

“ Disposition ” or “ Dispose ” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

“ Dollar ” and “ $ ” mean lawful money of the United States.

“ Domestic Subsidiary ” means a United States person within the meaning of Section 7701(a)(30) of the Code, excluding, however, (a) any such Person that both (i) is not properly classified for federal income tax purposes as a corporation and (ii) holds primarily Equity Interests of one or more controlled foreign corporations within the meaning of Section 957 of the Code (“CFCs”) and/or business assets, activities or operations, directly or indirectly, through Subsidiaries of such Person, located outside of the United States (including, for these purposes, cash or other liquid assets held for investment in such CFCs or business assets, activities or operations) and (b) D&P International Holdings and, for the avoidance of doubt, its Subsidiaries.

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

“ Eligible Assignee ” means any Person that meets the requirements to be an assignee under Section 10.06(b)(iii) , (v) and (vi) (subject to such consents, if any, as may be required under Section 10.06(b)(iii) ).

“ Environmental Laws ” means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

“ Environmental Liability ” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower, any other Loan Party or any of their respective Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“ Equity Interests ” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

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

“ ERISA Affiliate ” means any trade or business (whether or not incorporated) under common control with the Borrower within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

“ ERISA Event ” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by the Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Section 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA Affiliate.

“ Eurodollar Rate ” means,

(a)           with respect to each Eurodollar Rate Loan, for any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum equal to the British Bankers Association LIBOR Rate (“ BBA LIBOR ”), as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period.  If such rate is not available at such time for any reason, then the “Eurodollar Rate” for such Interest Period shall be the rate per annum determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the Eurodollar Rate Loan being made, continued or converted by Bank of America and with a term equivalent to such Interest Period would be offered by Bank of America’s London Branch to major banks in the London interbank eurodollar market at their request at approximately 11:00 a.m. (London time) two Business Days prior to the commencement of such Interest Period; and

(b)           for any interest calculation with respect to a Base Rate Loan, the rate per annum equal to (i) BBA LIBOR, at approximately 11:00 a.m., London time on the date of determination (provided that if such day is not a Business Day, the next preceding Business Day)   for Dollar deposits being delivered in the London interbank market for a term of one month commencing that day or (ii) if such published rate is not available at such time for any reason, the rate per annum determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on the date of determination in same day funds in the approximate amount of the Base Rate Loan being made or maintained by Bank of America and with a term equal to one month would be offered by Bank of America’s London Branch to major banks in the London interbank eurodollar market at their request at the date and time of determination.

“ Eurodollar Rate Loan ” means a Committed Loan that bears interest at a rate determined by reference to subsection (a) of the definition of “Eurodollar Rate.”

“ Eurodollar Reserve Percentage ” means, for any day during any Interest Period, the reserve percentage (expressed as a decimal, carried out to five decimal places) in effect on such day, whether or not applicable to any Lender, under regulations issued from time to time by the FRB for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) with respect to Eurocurrency funding (currently referred to as “Eurocurrency liabilities”).  The Eurodollar Rate for each outstanding Eurodollar Rate Loan shall be adjusted automatically as of the effective date of any change in the Eurodollar Reserve Percentage.

“ Event of Default ” has the meaning specified in Section 8.01 .

“ Excess Cash ” means, as of the date of any subject Acquisition, cash on the balance sheet of any Group Member that is a Domestic Subsidiary in excess of $5,000,000.

“ Excluded Subsidiary ” means (A) Duff & Phelps Securities, LLC, (B) any Subsidiary that is not a Domestic Subsidiary and (C) any Domestic Subsidiary that is not a Material Subsidiary; provided , however, that at no time shall 10% or more of the book value of assets of DPC and its Subsidiaries be held by Subsidiaries which would otherwise constitute Excluded Subsidiaries under part (C) of the definition hereof, and provided further that, if 10% or more of the book value of assets of DPC and its Subsidiaries is (or becomes) held by Subsidiaries which would otherwise constitute Excluded Subsidiaries under part (C) of the definition hereof, then a sufficient number of Excluded Subsidiaries shall be deemed to be Material Subsidiaries for purposes of, and shall comply with, Section 6.12 hereof in order that all other Domestic Subsidiaries that are Excluded Subsidiaries under part (C) of the definition hereof hold, in the aggregate, less than 10% of the book value of the assets of DPC and its Subsidiaries.

“ Excluded Taxes ” means, with respect to the Administrative Agent, any Lender, the L/C Issuer or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (a) Taxes imposed on or measured by net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of which such recipient is organized or in which such recipient is conducting business or its principal office is located or, in the case of any Lender, in which its applicable Lending Office is located, (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction (or any political subdivision thereof) in which the Borrower is conducting business or has its principle office located, (c) any backup withholding tax that is required by the Code to be withheld from amounts payable to a Lender that has failed to comply with Section 3.01(e) , and (d) in the case of a Lender that is not a United States person within the meaning of Section 7701(a)(30) of the Code (other than an assignee pursuant to a request by the Borrower under Section 10.13 ), any United States withholding tax that (i) is required to be imposed on amounts payable to such Lender pursuant to the applicable Laws in force at the time such Lender becomes a party hereto (or designates a new Lending Office), except to the extent that such Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts from the Borrower with respect to such withholding tax pursuant to Section 3.01(a)(ii) or (ii) is attributable to such Lender’s failure or inability (other than as a result of a Change in Law) to comply with Section 3.01(e) .

“ Existing Letters of Credit ” means the letters of credit issued by one or more of the Lenders hereunder for the account of the Borrower as described on Schedule 2.03 hereto.

“ Federal Funds Rate ” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by the Administrative Agent.

“ Fee Letter ” means the letter agreement, dated July 15, 2009, among the Borrower and the Administrative Agent.

“ FRB ” means the Board of Governors of the Federal Reserve System of the United States.

“ Fund ” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.

“ GAAP ” means (i) generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied; provided, however, that, with respect to any Person organized or incorporated outside of the United States, “GAAP” shall mean such other applicable accounting standards in the applicable jurisdiction of organization or incorporation for such Person or (ii) if (x) the SEC requires or permits United States reporting companies to utilize IFRS in lieu of GAAP for reporting purposes and (y) DPC adopts IFRS with the agreement of its independent public accountants, IFRS from and after the date of adoption.

“ Governmental Authority ” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“ Group Members ” means Holdings and its Subsidiaries.

“ Guarantee ” means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness of the payment or performance of such Indebtedness , (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness, whether or not such Indebtedness is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien).  The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith.  The term “Guarantee” as a verb has a corresponding meaning.

“ Guarantors ” means, collectively, Holdings, Rash & Associates, L.P., a Texas limited partnership, Chanin Capital Partners LLC, a California limited liability company, each Subsidiary of the Borrower listed on Schedule 5.13 that is not an Excluded Subsidiary and each other Person joined to the Guaranty pursuant to the terms of Section 6.12 hereof, and “Guarantor” means any one of them.

“ Guaranty ” means the Guaranty made by the Guarantors in favor of the Administrative Agent and the Lenders, substantially in the form of Exhibit E .

“ Hazardous Materials ” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“ Holdings ” means Duff & Phelps Acquisitions, LLC, a Delaware limited liability company.

“ IFRS ” means International Financial Reporting Standards set by the International Accounting Standards Board as in effect from time to time.

“ Indebtedness ” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

(a)           all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

(b)           all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments;

(c)           net obligations of such Person under any Swap Contract;

(d)           all obligations of such Person to pay the deferred purchase price of property or services (other than accounts payable arising in the ordinary course of business);

(e)           indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

(f)           capital leases and Synthetic Lease Obligations;

(g)           all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Equity Interest in such Person or any other Person, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; and

(h)           all Guarantees of such Person in respect of any of the foregoing.

For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person.  The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date.  The amount of any capital lease or Synthetic Lease Obligation as of any date shall be deemed to be the amount of Attributable Indebtedness in respect thereof as of such date.

“ Indemnified Taxes ” means Taxes other than Excluded Taxes.

“ Indemnitees ” has the meaning specified in Section 10.04(b) .

“ Information ” has the meaning specified in Section 10.07 .

“ Intellectual Property ” means all intellectual property, including (a) all issued patents in the United States or the equivalent thereof in any other country, all applications for issuance of patents in the United States or the equivalent thereof in any other country, and all reissues, continuations, divisions, continuations-in-part, or extensions thereof, and the patentable inventions claimed therein; (b) all trademarks, service marks, trade names, corporate names, company names, business names, fictitious business names, trade dress, logos, other source or business identifiers, all registrations and applications for registration thereof, including registrations and registration applications in the United States Patent and Trademark Office or any similar offices in any State of the United States or any other country or any political subdivision thereof, and all renewals thereof, and all goodwill associated with or symbolized by the foregoing; (c) all copyrights in any work subject to the copyright laws of the United States or any other country, and all registrations and applications for registration of any such copyright in the United States or any other country, including registrations and pending applications for registration in the United States Copyright Office; (d) all trade secrets, and (e) all rights in any of the foregoing.

“ Interest Payment Date ” means, (a) as to any Loan other than a Base Rate Loan, the last Business Day of each Interest Period applicable to such Loan and the Maturity Date; provided , however , that if any Interest Period for a Eurodollar Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan, the last Business Day of each March, June, September and December, and the Maturity Date.

“ Interest Period ” means, as to each Eurodollar Rate Loan, the period commencing on the date such Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar Rate Loan and ending on the date one, two, three, or six months thereafter, as selected by the Borrower in its Committed Loan Notice or such nine-month period requested by the Borrower and consented to by all the Lenders; provided that:

(i)           any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

(ii)           any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and

(iii)           no Interest Period shall extend beyond the Maturity Date.

“ Investment ” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of capital stock or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor Guarantees Indebtedness of such other Person, or (c) an Acquisition; provided, however, that Swap Contracts and investments made by a Group Member at the direction of a Group Member employee under the Duff & Phelps Deferred Compensation Plan (or any similar deferred compensation plan) or a “rabbi trust” formed in connection with such plans shall not constitute “Investments” for purposes of this Agreement.  For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.

“ IRS ” means the United States Internal Revenue Service.

“ ISP ” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).

“ Issuer Documents ” means with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument entered into by the L/C Issuer and the Borrower (or any Subsidiary) or in favor of the L/C Issuer and relating to such Letter of Credit.

“ Laws ” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“ L/C Advance ” means, with respect to each Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its Applicable Percentage.

“ L/C Borrowing ” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Committed Borrowing.

“ L/C Credit Extension ” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof.

“ L/C Issuer ” means Bank of America in its capacity as issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder.

“ L/C Obligations ” means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings.  For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06 .  For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

“ Lender ” has the meaning specified in the introductory paragraph hereto.

“ Lending Office ” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent.

“ Letter of Credit ” means any letter of credit issued hereunder   and shall include the Existing Letters of Credit.  A Letter of Credit may be a commercial letter of credit or a standby letter of credit.

“ Letter of Credit Application ” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the L/C Issuer.

“ Letter of Credit Expiration Date ” means the day that is seven days prior to the Maturity Date then in effect (or, if such day is not a Business Day, the next preceding Business Day).

“ Letter of Credit Fee ” has the meaning specified in Section 2.03(i) .

“ Letter of Credit Sublimit ” means an amount equal to $10,000,000.  The Letter of Credit Sublimit is part of, and not in addition to, the Aggregate Commitments.

“ Lien ” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing).

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

“ Loan ” means an extension of credit by a Lender to the Borrower under Article II in the form of a Committed Loan.

“ Loan Documents ” means this Agreement, each Note, each Issuer Document, the Fee Letter, the Guaranty and each Collateral Document.

“ Loan Parties ” means, collectively, the Borrower, each Guarantor and each Person (other than Agent, the L/C Issuer or any Lender) executing a Loan Document, and “Loan Party” means any one of them.

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

“ Material Adverse Effect ” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties or financial condition of the Group Members taken as a whole; (b) a material impairment of the ability of any Loan Party to perform its obligations under any Loan Document to which it is a party; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document to which it is a party.

“ Material Subsidiary ” means any Subsidiary (other than an Excluded Subsidiary) the book value of the assets of which equals 5% or more individually of the book value of the assets of DPC and its Subsidiaries on a consolidated basis, as reflected in the financial statements for such period delivered by the Borrower to the Administrative Agent pursuant to Section 6.01 .

“ Maturity Date ” means July 15, 2012 ; provided , however , that if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day.

“ Maximum Rate ” has the meaning specified in Section 10.09 .

“ Moody’s ” means Moody’s Investors Services, Inc. and any successor thereto.

“ Multiemployer Plan ” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which any Group Member or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

“ Note ” means a promissory note made by the Borrower in favor of a Lender evidencing Loans made by such Lender, substantially in the form of Exhibit B .

“ Obligations ” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan, Letter of Credit or Related Credit Arrangements, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.

“ Organization Documents ” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“ Other Taxes ” means all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document, excluding, however, such taxes imposed as a result of an assignment (other than an assignment pursuant to a request by the Borrower under Section 10.13).

“ Outstanding Amount ” means (i) with respect to Committed Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Committed Loans, as the case may be, occurring on such date; and (ii) with respect to any L/C Obligations on any date, the amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements by the Borrower of Unreimbursed Amounts.

“ Participant ” has the meaning specified in Section 10.06(d) .

“ PBGC ” means the Pension Benefit Guaranty Corporation.

“ Pension Plan ” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by a Group Member or any ERISA Affiliate or to which the Borrower or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding five plan years.

“ Permitted Acquisition ” means any Acquisition by a Group Member that meets the following criteria:

(a)           the business or division acquired is for use, or the Person acquired is engaged, in the businesses engaged in by the Loan Parties on the Closing Date or any business substantially related, incidental or ancillary thereto;

(b)           in the case of the Acquisition of any Person, the board of directors, shareholders or similar governing body of such Person has approved the Acquisition;

(c)           immediately after giving effect to such Acquisition, the Borrower shall be in compliance with all of the financial covenants contained in Section 7.11 on a pro forma basis, provided, however, that the Consolidated Total Leverage Ratio on a pro forma basis shall be no more than (x) the Consolidated Total Leverage Ratio permitted by Section 7.11 less (y) 0.25;

(d)           as of the closing of the transactions in connection with the Acquisition, no Default or Event of Default shall be in existence;

(e)           in the case of any Acquisition resulting in a Subsidiary required to be joined pursuant to Section 6.12 , the Borrower and such Subsidiary shall comply with the requirements of Section 6.12 ;

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