INCREMENTAL SECOND-LIEN TERM LOAN
AGREEMENT
DEUTSCHE BANK AG NEW YORK BRANCH
60 Wall Street
New York, New York 10005
Windy City
Investments, Inc.
Nuveen Investments, Inc.
333 W. Wacker Drive
Chicago, IL 60606
Attn: John MacCarthy
Re:
Incremental Second-Lien Term Loans
Reference
is hereby made to the Credit Agreement, dated as of
November 13, 2007 and amended as of July 28, 2009 (as
further amended, restated, amended and restated, supplemented or
otherwise modified from time to time, the “ Credit
Agreement ”), among Windy City Investments, Inc., a
Delaware corporation (“ Holdings ”), Nuveen
Investments, Inc. (f/k/a Windy City Acquisition Corp.), a Delaware
corporation (the “ Borrower ”), the Lenders
party thereto from time to time, Deutsche Bank AG New York Branch,
as Administrative Agent, as First-Lien Collateral Agent and as
Second-Lien Collateral Agent, Deutsche Bank Securities Inc., Wells
Fargo Securities, LLC (as legal successor to Wachovia Capital
Markets, LLC), Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Morgan Stanley Senior Funding, Inc., as Arrangers,
Wells Fargo Securities, LLC (as legal successor to Wachovia Capital
Markets, LLC), as Syndication Agent, and Merrill Lynch, Pierce,
Fenner & Smith Incorporated and Morgan Stanley Senior Funding,
Inc., as Documentation Agents. Unless otherwise defined herein,
capitalized terms used herein shall have the respective meanings
set forth in the Credit Agreement.
Each
Lender (each, an “ Incremental Second-Lien Term Loan
Lender ”) party to this letter agreement (this “
Agreement ”) hereby severally agrees to provide an
Incremental Second-Lien Term Loan Commitment set forth opposite its
name on Annex I attached hereto (for each such Incremental
Second-Lien Term Loan Lender, its “ Incremental
Second-Lien Term Loan Commitment ”). Each Incremental
Second-Lien Term Loan Commitment provided pursuant to this
Agreement shall be subject to all of the terms and conditions set
forth in the Credit Agreement, including, without limitation,
Section 2.24 thereof.
Each
Incremental Second-Lien Term Loan Lender, the Borrower and the
Administrative Agent acknowledge and agree that (i) upon the
incurrence of Incremental Second-Lien Term Loans pursuant to the
Incremental Second-Lien Term Loan Commitments hereunder, such
Incremental Second-Lien Term Loans shall (x) constitute
Incremental Second-Lien Term Loans for the purposes of
Section 2.24(a) of the Credit Agreement and the
relevant
basket for the
incurrence of additional Incremental Second-Lien Term Loans
thereunder (the availability of which shall be deemed to be reduced
from $50,000,000 to $0) and (y) be deemed to be Second-Lien
Term Loans for all other purposes (including, without limitation,
for the purposes of Section 2.12) of the Credit Agreement and
the other applicable Loan Documents, (ii) for the purposes of
computing interest pursuant to Section 2.06(d) of the Credit
Agreement, the Borrowing of the Incremental Second-Lien Term Loans
shall be deemed to have occurred on the First Amendment Effective
Date, (iii) on the first Interest Payment Date occurring after
the Agreement Effective Date, the Borrower shall be refunded in
cash an amount equal to the aggregate amount of interest accrued on
the Incremental Second-Lien Term Loans from the First Amendment
Effective Date through the Agreement Effective Date and
(iv) this Agreement shall constitute an “Incremental
Amendment” under, and as defined in, the Credit Agreement for
all purposes of the Credit Agreement and the other applicable Loan
Documents.
Furthermore,
each of the parties to this Agreement hereby agrees to the terms
and conditions set forth on Annex I hereto in respect of
each Incremental Second-Lien Term Loan Commitment provided pursuant
to this Agreement.
Each
Incremental Second-Lien Term Loan Lender party to this Agreement,
to the extent not already a party to the Credit Agreement as a
Lender thereunder, (i) confirms that it is an Eligible
Assignee and represents and warrants that it is a “Qualified
Institutional Buyer” as such term is defined in
Rule 144A promulgated under the Securities Act,
(ii) confirms that it has received a copy of the Credit
Agreement and the other Loan Documents, together with copies of the
financial statements referred to therein and such other documents
and information as it has deemed appropriate to make its own credit
analysis and decision to enter into this Agreement and to become a
Lender under the Credit Agreement, (iii) agrees that it will,
independently and without reliance upon the Administrative Agent or
any other Lender and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit
decisions in taking or not taking action under the Credit Agreement
and the other Loan Documents, (iv) appoints and authorizes the
Administrative Agent and the Collateral Agents to take such action
as agent on its behalf and to exercise such powers under the Credit
Agreement and the other Loan Documents as are delegated to the
Administrative Agent and the Collateral Agents, as the case may be,
by the terms thereof, together with such powers as are reasonably
incidental thereto, (v) agrees that it will perform in
accordance with their terms all of the obligations which by the
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