101/2% Senior Notes due 2015Exchange and Registration Rights Agreement • May 13th, 2009 • Nuveen Asset Management • Investment advice • New York
This Agreement is entered into in connection with the Purchase Agreement, dated as of October 31, 2007 (the “Purchase Agreement”), by and among Windy and the Purchasers, which provides for, among other things, the sale by Windy to the Purchasers of $785,000,000 aggregate principal amount of the Issuer’s (as defined below) 101/2% Senior Notes due 2015 (the “Notes”). The Notes are issued under an indenture, dated as of the date hereof (as amended or supplemented from time to time, the “Indenture”), among Windy, the Company, the Guarantors and U.S. Bank National Association, as trustee (together with any successors in such capacity,
EMPLOYMENT AGREEMENTEmployment Agreement • May 13th, 2009 • Nuveen Asset Management • Investment advice • Delaware
This Employment Agreement (“Agreement”) by and between Nuveen Investments, Inc., a Delaware corporation (the “Company”), and Alan G. Berkshire (the “Executive”) dated as of the 1st day of January, 2008 (the “Effective Date”).
FORM OF WINDY CITY INVESTMENTS HOLDINGS, L.L.C. CLASS A UNIT PURCHASE AGREEMENTClass a Unit Purchase Agreement • May 13th, 2009 • Nuveen Asset Management • Investment advice • Delaware
THIS CLASS A UNIT PURCHASE AGREEMENT (this “Agreement”) is made as of [ ], by and between Windy City Investments Holdings, L.L.C., a Delaware limited liability company (the “Company”), and the undersigned below (“Executive”). Capitalized terms used but not otherwise defined herein or in a Class B Unit Grant Agreement (as defined below) shall have the meanings set forth in Section 8 hereof.
FORM OF WINDY CITY INVESTMENTS HOLDINGS, L.L.C. DEFERRED UNIT GRANT AGREEMENTDeferred Unit Grant Agreement • May 13th, 2009 • Nuveen Asset Management • Investment advice • Delaware
This Deferred Unit Grant Agreement (this “Agreement”) is made as of [ ], between Nuveen Investments, Inc., a Delaware corporation (the “Company”), and the undersigned below (“Executive”). Capitalized terms used but not otherwise defined herein or in the LLC Agreement (as amended from time to time and in accordance with the provisions thereof) shall have the meanings set forth in Section 9 hereof.
FORM OF WINDY CITY INVESTMENTS HOLDINGS, L.L.C. CLASS B UNIT GRANT AGREEMENTClass B Unit Grant Agreement • May 13th, 2009 • Nuveen Asset Management • Investment advice • Delaware
THIS CLASS B UNIT GRANT AGREEMENT (this “Agreement”) is made as of [Quarterly Vesting Date], (the “Issue Date”) by and between Windy City Investments Holdings, L.L.C., a Delaware limited liability company (the “Company”), and the undersigned below (“Executive”). Capitalized terms used but not otherwise defined herein or in the LLC Agreement (as defined below) shall have the meanings assigned to such terms in Section 5 hereof.
WINDY CITY INVESTMENTS HOLDING, L.L.C. AMENDED AND RESTATED UNITHOLDERS AGREEMENTUnitholders Agreement • May 13th, 2009 • Nuveen Asset Management • Investment advice • Delaware
THIS AMENDED AND RESTATED UNITHOLDERS AGREEMENT (this “Agreement”) is made as of December 14, 2007, effective as of November 13, 2007 (the “Effective Date”), by and among Windy City Investments Holdings, L.L.C., a Delaware limited liability company (the “Company”) and certain employees of the Company or its Subsidiaries (each, an “Executive” and collectively, the “Executives”) as well as any other Person who, at any time, acquires Units in accordance with the terms of this Agreement and the LLC Agreement as determined by the Board (each, an “Other Unitholder” and collectively, the “Other Unitholders”). The Executives and the Other Unitholders are collectively referred to herein as the “Unitholders” and individually as a “Unitholder.” Except as otherwise provided herein or defined in the LLC Agreement (as defined below), capitalized terms used herein are defined in Section 5 hereof.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • May 13th, 2009 • Nuveen Asset Management • Investment advice • Delaware
This AMENDMENT TO EMPLOYMENT AGREEMENT, dated as of January 1, 2008 (this “Amendment”), is between Nuveen Investments, Inc., a Delaware corporation (the “Company”), and John P. Amboian (“Executive”).
