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EX-10.1 - FIFTH AMENDMENT TO CREDIT AGREEMENT - Duff & Phelps Corpexhibit101a.htm



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)
 August 13, 2012 (August 10, 2012)


Duff & Phelps Corporation
(Exact name of registrant as specified in its charter)

Delaware
001-33693
20-8893559
(State or other jurisdiction of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

55 East 52nd Street, 31st Floor, New York, New York
 
10055
(Address of principal executive offices)
 
(Zip Code)

Registrant's telephone number, including area code
 (212) 871-2000

N/A
(Former name of former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))






Item 1.01 Entry into a Material Definitive Agreement.

On August 10, 2012, Duff & Phelps, LLC (the “Company”), the primary operating subsidiary of Duff & Phelps Corporation, entered into a fifth amendment (the “Amendment”) to its Credit Agreement dated as of July 15, 2009 (as amended by (i) the First Amendment to Credit Agreement dated as of November 8, 2010, (ii) the Second Amendment to Credit Agreement dated as of February 23, 2011, (iii) the Third Amendment to Credit Agreement dated as of August 15, 2011 and (iv) the Fourth Amendment to Credit Agreement dated as of October 13, 2011, the “Credit Agreement”) with Bank of America, N.A., as administrative agent and the lenders from time to time party thereto.

Pursuant to the amendment, certain defined terms were revised to, among other things, include FINRA registered broker-dealers within the definition of “Excluded Subsidiary.”

The foregoing description of the Amendment is a summary and is qualified in its entirety by reference to the Amendment attached hereto as Exhibit 10.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1
Fifth Amendment to Credit Agreement, dated as of August 10, 2012, among Duff & Phelps, LLC, as borrower, Duff & Phelps Acquisitions, LLC, Chanin Capital Partners LLC, and Rash & Associates, L.P., as guarantors, Bank of America, N.A., as administrative agent and letter of credit issuer, and each other lender party thereto, related to the Credit Agreement, dated as of July 15, 2009, among Duff & Phelps, LLC, each agent and lender from time to time party thereto and Bank of America, N.A., as administrative agent.









SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
DUFF & PHELPS CORPORATION
 
 
 
 
 
/s/ Edward S. Forman
 
Edward S. Forman
 
Executive Vice President, General Counsel and Secretary


Dated: August 13, 2012





DUFF & PHELPS CORPORATION
CURRENT REPORT ON FORM 8-K
Report dated August 13, 2012


EXHIBIT INDEX

Exhibit No.
Description
 
 
10.1
Fifth Amendment to Credit Agreement, dated as of August 10, 2012, among Duff & Phelps, LLC, as borrower, Duff & Phelps Acquisitions, LLC, Chanin Capital Partners LLC, and Rash & Associates, L.P., as guarantors, Bank of America, N.A., as administrative agent and letter of credit issuer, and each other lender party thereto, related to the Credit Agreement, dated as of July 15, 2009, among Duff & Phelps, LLC, each agent and lender from time to time party thereto and Bank of America, N.A., as administrative agent.