0001397821-12-000063 Sample Contracts

FIFTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • August 13th, 2012 • Duff & Phelps Corp • Security brokers, dealers & flotation companies • New York

This FIFTH AMENDMENT to Credit Agreement (this “Amendment”) is entered into as of August 10, 2012, among DUFF & PHELPS, LLC, a Delaware limited liability company (the “Borrower”), DUFF & PHELPS ACQUISITIONS, LLC (“Holdings”), CHANIN CAPITAL PARTNERS LLC (“Chanin”), and RASH & ASSOCIATES, L.P. (“Rash” and together with Holdings and Chanin, each a “Guarantor” and together the “Guarantors”), BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer (as such terms are defined in the Credit Agreement defined below), and each of the Lenders (as defined in the Credit Agreement defined below) signatory hereto.

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